UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

The Financial Oversight and Management Board for 

Puerto Rico, 

as representative of

The Commonwealth of Puerto Rico, et al.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

In re:

The Financial Oversight and Management Board for 

Puerto Rico, 

as representative of

The Puerto Rico Electric Power Authority,

Debtor.

PROMESA

Title III

No. 17 BK 4780-LTS

Court Filing Relates Only to 

PREPA and Shall Only be Filed 

in Case No. 17 BK 4780-LTS and 

Main Docket 17 BK 3283-LTS

SECOND SUPPLEMENTAL VERIFIED STATEMENT OF THE AD HOC GROUP OF 

PREPA BONDHOLDERS PURSUANT TO FEDERAL RULE OF BANKRUPTCY

PROCEDURE 2019

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure 

(“Bankruptcy Rule 2019”), this supplemental verified statement (the “Second Supplemental 

Statement”) is submitted by certain holders (the “Ad Hoc Group of PREPA Bondholders” or 

the “Ad Hoc Group”) of Power Revenue Bonds and Power Revenue Refunding Bonds 

 

1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) 

digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico 

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax 

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747) (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations).

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(collectively, the “Bonds”) issued by the Puerto Rico Electric Power Authority (“PREPA”) 

under a trust agreement between PREPA and U.S. Bank National Association, as successor 

trustee, dated January 1, 1974, as amended and supplemented, in connection with the case 

(“PREPA Title III Case”) commenced by the above-captioned debtor on July 2, 2017 under 

Title III of PROMESA.

In support of the Second Supplemental Statement, the Ad Hoc Group respectfully 

states as follows: 

1. As of the date of this Second Supplemental Statement, in this Title III 

Case, the undersigned represent the Ad Hoc Group (each holder in the PREPA Ad Hoc Group, a 

“Member”). 

2. On or about June 26 and June 27, 2014, certain funds managed or advised 

by OppenheimerFunds, Inc. (“Oppenheimer”) and Franklin Advisers, Inc. (“Franklin”) 

retained Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”) to challenge as 

unconstitutional the recently passed and soon to be enacted Puerto Rico Debt Enforcement and 

Recovery Act. Over the course of the next two months, certain holders of Bonds, including 

Franklin and Oppenheimer, contacted and then engaged Kramer Levin to represent a group of 

holders in connection with a potential restructuring of the Bonds. From time to time thereafter, 

certain additional holders of the Bonds have joined the Ad Hoc Group. Certain funds and 

accounts managed or advised by Silver Point Capital, L.P., became Members of the Ad Hoc 

Group in December 2017.

3. On August 2, 2017, counsel to the Ad Hoc Group submitted the Verified 

Statement of the Ad Hoc Group of PREPA Bondholders Pursuant to Bankruptcy Rule 2019 [Case 

No. 17-4780, Dkt. No. 164]. On November 7, 2017, counsel to the Ad Hoc Group submitted the 

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First Supplemental Verified Statement of the Ad Hoc Group of PREPA Bondholders Pursuant to 

Bankruptcy Rule 2019 [Dkt. No. 1691] (the “Prior 2019 Statement”). Counsel to the Ad Hoc 

Group submits this Second Supplemental Statement to update the membership in the Ad Hoc 

Group and the disclosable economic interests currently held by Members of the Ad Hoc Group. 

4. The Members of the Ad Hoc Group hold, or are the investment advisors or 

managers of funds or accounts that hold, approximately $3.26 billion in aggregate principal 

amount of the uninsured Bonds, and approximately $57.28 million in aggregate principal amount 

of the insured Bonds, both as of December 11, 2017. In accordance with Bankruptcy Rule 2019, 

the address and nature and amount of all disclosable economic interests for each Member is set 

forth in Exhibit A. The information contained in Exhibit A is based upon information provided 

by the Members to Kramer Levin and is subject to change. 

5. As of the date of this Second Supplemental Statement, the undersigned 

represent only the PREPA Ad Hoc Group in connection with the PREPA Title III Case and does 

not represent or purport to represent any other entities with respect to PREPA’s Title III Case.2 

In addition, each Member of the PREPA Ad Hoc Group (a) does not assume any fiduciary or 

other duties to any other creditor or person and (b) does not purport to act, represent or speak on 

behalf of any other entities in connection with the PREPA Title III case.

6. Nothing contained in this Second Supplemental Statement (or Exhibit A 

hereto) is intended to or should be construed to constitute (a) a waiver or release of any claims 

filed or to be filed against or interests in PREPA held by any Member, its affiliates or any other 

entity, or (b) an admission with respect to any fact or legal theory. Nothing herein should be 

 

2 The undersigned also represent certain entities, including certain Members and still other non-Members, in 

connection with debt issued by the Commonwealth of Puerto Rico and its instrumentalities, including issuers that 

are debtors under PROMESA Title III cases pending in this Court. The undersigned do not represent such nonMembers in connection with this Title III Case and those non-Members do not hold Bonds or disclosable economic 

interests relating to PREPA.

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construed as a limitation upon, or waiver of, any rights of any Member to assert, file and/or 

amend any proof of claim in accordance with applicable law and any orders entered in these 

cases. 

7. The undersigned verify that the foregoing is true and correct to the best of 

their knowledge.

8. The undersigned reserve the right to amend or supplement this Second 

Supplemental Statement. 

I HEREBY CERTIFY that I electronically filed the foregoing with the Clerk of the Court using 

the CM/ECF system, which will notify case participants. 

RESPECTFULLY SUBMITTED.

In San Juan, Puerto Rico, December 13, 2017.

 

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TORO, COLÓN, MULLET,

RIVERA & SIFRE, P.S.C.

P.O. Box 195383

San Juan, PR 00919-5383

Tel.: (787) 751-8999

Fax: (787) 763-7760

s/ Manuel Fernández-Bared_

MANUEL FERNÁNDEZ-BARED 

USDC-PR No. 204,204

E-mail: mfb@tcmrslaw.com

s/ Linette Figueroa-Torres_

LINETTE FIGUEROA-TORRES

USDC-PR No. 227,104

E-mail: lft@tcmrslaw.com 

s/ Nayda Pérez-Román______

NAYDA PEREZ-ROMAN

USDC–PR No. 300,208

E-mail: nperez@tcmrslaw.com 

Counsel for the Ad Hoc Group of PREPA 

Bondholders

KRAMER LEVIN NAFTALIS & 

FRANKEL LLP

1177 Avenue of the Americas

New York, New York 10036

Tel.: (212) 715-9100

Fax: (212) 715-8000

s/ Amy Caton________ 

AMY CATON*

THOMAS MOERS MAYER*

GREGORY A. HOROWITZ*

ALICE J. BYOWITZ*

Email: acaton@kramerlevin.com

tmayer@kramerlevin.com 

ghorowitz@kramerlevin.com

abyowitz@kramerlevin.com

*Admitted Pro Hac Vice

Counsel for the Ad Hoc Group of 

PREPA Bondholders

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Exhibit A

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Name of Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Bonds3 Other

Angelo, Gordon & 

Co., L.P., on behalf 

of funds and/or 

accounts managed or 

advised by it.

245 Park Avenue, 

New York, New York 

10167

Commonwealth of 

Puerto Rico4

Uninsured: $165,000

Insured: $0

$0 

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Uninsured: $0

Insured: $0

$0 

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $0

Insured: $0

$0 

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0 

PREPA (Puerto Rico 

Electric Power 

Authority) 

Uninsured: $321,932,716

Insured: $0

$0 

 

1 Each entity listed holds disclosable economic interests, or acts as investment advisor or manager to funds and/or accounts or their respective subsidiaries that 

hold disclosable economic interests, in relation to the Debtors

2 To the best of counsel’s knowledge, the information included herein is accurate as of December 11, 2017. The amounts set forth herein include only 

outstanding principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or other amounts that may be owing 

under the applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable economic interests that are subject to 

pending trades or other transfers that have not settled or otherwise been closed as of December 11, 2017.

3 With respect to any Capital Appreciation Bonds (“CABs”) held by the members, the amounts disclosed consist of the CABs at their accreted principal amount, 

calculated as of December 11, and not the amount due upon maturity.

4

Includes bonds guaranteed by the Commonwealth of Puerto Rico that are issued by a Commonwealth instrumentality.

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Name of Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Bonds3 Other

BlueMountain 

Capital 

Management, LLC, 

on behalf of funds 

and/or accounts 

managed or advised 

by it.

280 Park Ave., 12th

Floor

Commonwealth of 

Puerto Rico 

Uninsured: $0

Insured: $0

$0 

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Uninsured: $0

Insured: $0

$0 

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $0

Insured: $0

$0 

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0 

PREPA (Puerto Rico 

Electric Power 

Authority)

Uninsured: $460,446,744

Insured: $0

$0 

Franklin Advisers, 

Inc., on behalf of 

accounts managed or 

advised by it.

One Franklin 

Parkway, San Mateo, 

CA 94403

Commonwealth of 

Puerto Rico 

Uninsured: $0

Insured: $0

$0 

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Sr. Uninsured: $53,825,000

Jr. Uninsured: $519,393,5865

Insured: $0

$0 

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $0

Insured: $0

$0 

 

5 This is a correction to the figure reported in the Ad Hoc Group of PREPA Bondholders’ Prior 2019 Statement, [Dkt. No. 1691], which inadvertently reflected 

COFINA bonds held by Franklin funds that are members of the Mutual Fund Group (rather than Franklin funds that are members of the Ad Hoc Group of 

PREPA Bondholders), and not a change in position.

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Name of Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Bonds3 Other

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0 

PREPA (Puerto Rico 

Electric Power 

Authority)

Uninsured: $ 707,774,516

Insured: $5,000,000

$0 

Knighthead Capital 

Management, LLC, 

on behalf of funds 

and/or accounts 

managed or advised 

by it.

1140 Avenue of the 

Americas, 12th Floor, 

New York, New York 

10036

Commonwealth of 

Puerto Rico 

Uninsured: $18,090,000

Insured: $0

$0 

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Uninsured: $0

Insured: $0

$0 

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $3,830,000

Insured: $0

$0 

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0 

PREPA (Puerto Rico 

Electric Power 

Authority)

Uninsured: $257,919,843

Insured: $0

$0 

Marathon Asset 

Management, LP, on 

behalf of funds and/or 

accounts managed or 

advised by it.

1 Bryant Park, 38th

Floor, New York, 

New York 10036

Commonwealth of 

Puerto Rico 

Uninsured: $115,000,000

Insured: $0

$0 

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Uninsured: $0

Insured: $0

$0 

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Name of Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Bonds3 Other

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $0

Insured: $0

$0 

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0 

PREPA (Puerto Rico 

Electric Power 

Authority)

Uninsured: $521,226,180

Insured: $ 0

$137,487,499.91 of term loan under 

ScotiaBank fuel line credit facility

OppenheimerFunds, 

Inc., on behalf of 

funds and/or accounts 

managed or advised 

by it.

350 Linden Oaks,

Rochester, NY 14625

Commonwealth of 

Puerto Rico 

Uninsured: $1,438,650,000

Insured: $83,409,000

$0 

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Sr. Uninsured: $508,955,000

Sr. Insured: $132,335,906

Jr. Uninsured: $1,262,984,606

Jr. Insured: $0

$0 

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $233,255,000

Insured: $118,790,000

$0 

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0 

PREPA (Puerto Rico 

Electric Power 

Authority)

Uninsured: $847,827,000

Insured: $52,280,000

$0 

Silver Point Capital, 

L.P., on behalf of 

Two Greenwich Plaza

Greenwich CT, 06830

Commonwealth of 

Puerto Rico 

Uninsured: $61,074,000

Insured: $0

$0

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Name of Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Bonds3 Other

funds and/or accounts 

managed or advised 

by it.

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Uninsured : $0

Insured Sr.: $0

$0

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $0

Insured: $0

$0

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0

PREPA (Puerto Rico 

Electric Power 

Authority)

Uninsured: $140,670,000

Insured: $0

$0

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