IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF FILING OF REVISED PROPOSED 

ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) FIXING VOTING 

RECORD DATE, (III) APPROVING CONFIRMATION HEARING NOTICE AND 

CONFIRMATION SCHEDULE, (IV) APPROVING SOLICITATION PACKAGES 

AND DISTRIBUTION PROCEDURES, (V) APPROVING FORMS OF BALLOTS AND 

VOTING AND ELECTION PROCEDURES, (VI) APPROVING NOTICE OF NONVOTING STATUS, (VII) FIXING VOTING, ELECTION, AND CONFIRMATION 

DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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2

PLEASE TAKE NOTICE that, on December 16, 2022, the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as sole Title III representative of the 

Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), pursuant to section 315(b) of 

the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”),

2

filed the 

Motion of Puerto Rico Electric Power Authority for Order (I) Approving Disclosure Statement, 

(II) Fixing Voting Record Date, (III) Approving Confirmation Hearing Notice and Confirmation 

Schedule, (IV) Approving Solicitation Packages and Distribution Procedures, (V) Approving 

Forms of Ballots and Voting Procedures, (VI) Approving Notice of Non-Voting Status, (VII) Fixing 

Voting and Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures [Case No. 

17-4780, ECF No. 3113]

3

(the “Disclosure Statement Motion”),

4

concurrently with the related 

disclosure statement [ECF No. 3111]. 

PLEASE TAKE FURTHER NOTICE that, on February 10, 2023, the Debtor filed its 

Omnibus Reply of the Puerto Rico Electric Power Authority to Objections to the (I) Adequacy of 

the Disclosure Statement, (II) Relief Requested in the Disclosure Statement Motion, and (III) Relief 

Requested in the Confirmation Discovery Procedures Motion [ECF No. 3206] (the “Omnibus 

Reply”).

PLEASE TAKE FURTHER NOTICE that attached to the Omnibus Reply as Exhibit B

is a revised form of proposed Order (I) Approving Disclosure Statement, (II) Fixing Voting Record 

Date, (III) Approving Confirmation Hearing Notice and Confirmation Schedule, (IV) Approving 

2 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

3 Unless otherwise stated, all ECF Nos. shall refer to the docket in Case No. 17-4780. 

4 Attached to the Disclosure Statement Motion as Exhibit A is a form of proposed Order (I) Approving Disclosure 

Statement, (II) Fixing Voting Record Date, (III) Approving Confirmation Hearing Notice and Confirmation 

Schedule, (IV) Approving Solicitation Packages and Distribution Procedures, (V) Approving Forms of Ballots, 

and Voting Procedures, (VI) Approving Notice of Non-Voting Status, (VII) Fixing Voting and Confirmation 

Deadlines, and (VIII) Approving Vote Tabulation Procedures [ECF No. 3113, Exhibit A] (the “Proposed Order”).

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3

Solicitation Packages and Distribution Procedures, (V) Approving Forms of Ballots and Voting 

and Election Procedures, (VI) Approving Notice of Non-voting Status, (VII) Fixing Voting, 

Election, and Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures. 

PLEASE TAKE FURTHER NOTICE that, on February 21, 2023, the Debtor filed the 

Notice of Filing of Revised Proposed Order (I) Approving Disclosure Statement, (II) Fixing Voting 

Record Date, (III) Approving Confirmation Hearing Notice and Confirmation Schedule, (IV) 

Approving Solicitation Packages and Distribution Procedures, (V) Approving Forms of Ballots 

and Voting and Election Procedures, (VI) Approving Notice of Non-voting Status, (VII) Fixing 

Voting, Election, and Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures

[ECF No. 3257] (the “Notice of Filing”). 

PLEASE TAKE FURTHER NOTICE that attached to the Notice of Filing as Exhibit A 

is a revised form of proposed Order (I) Approving Disclosure Statement, (II) Fixing Voting Record 

Date, (III) Approving Confirmation Hearing Notice and Confirmation Schedule, (IV) Approving 

Solicitation Packages and Distribution Procedures, (V) Approving Forms of Ballots and Voting 

and Election Procedures, (VI) Approving Notice of Non-voting Status, (VII) Fixing Voting, 

Election, and Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures (the 

“Second Revised Proposed Order”). 

PLEASE TAKE FURTHER NOTICE that, on February 28, 2028, the Court held a 

hearing to consider, among other things, the relief requested in the Disclosure Statement Motion. 

PLEASE TAKE FURTHER NOTICE that, at the hearing, the Court directed the 

Oversight Board to submit a revised form of proposed Order (I) Approving Disclosure Statement, 

(II) Fixing Voting Record Date, (III) Approving Confirmation Hearing Notice and Confirmation 

Schedule, (IV) Approving Solicitation Packages and Distribution Procedures, (V) Approving 

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Forms of Ballots and Voting and Election Procedures, (VI) Approving Notice of Non-voting Status, 

(VII) Fixing Voting, Election, and Confirmation Deadlines, and (VIII) Approving Vote Tabulation 

Procedures reflecting revisions discussed at the hearing. 

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is a further 

revised proposed Order (I) Approving Disclosure Statement, (II) Fixing Voting Record Date, (III) 

Approving Confirmation Hearing Notice and Confirmation Schedule, (IV) Approving Solicitation 

Packages and Distribution Procedures, (V) Approving Forms of Ballots and Voting and Election 

Procedures, (VI) Approving Notice of Non-voting Status, (VII) Fixing Voting, Election, and 

Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures (the “Third Revised

Proposed Order”). A redline showing the changes between the Third Revised Proposed Order and 

the Second Revised Proposed Order is attached hereto as Exhibit B.

PLEASE TAKE FURTHER NOTICE that all documents filed in these Title III cases 

are available (a) free of charge by visiting https://cases.ra.kroll.com/puertorico/ or by calling 

+1 (844) 822-9231, and (b) on the Court’s website at http://www.prd.uscourts.gov, subject to the 

procedures and fees set forth therein.

[Remainder of page intentionally left blank]

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Dated: March 1, 2023

San Juan, Puerto Rico

Respectfully submitted,

/s/ Paul V. Possinger

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for 

PREPA

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EXHIBIT A

Third Revised Proposed Order

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) FIXING VOTING 

RECORD DATE, (III) APPROVING CONFIRMATION HEARING NOTICE AND 

CONFIRMATION SCHEDULE, (IV) APPROVING SOLICITATION PACKAGES 

AND DISTRIBUTION PROCEDURES, (V) APPROVING FORMS OF BALLOTS AND 

VOTING AND ELECTION PROCEDURES, (VI) APPROVING NOTICE OF NONVOTING STATUS, (VII) FIXING VOTING, ELECTION, AND CONFIRMATION 

DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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Upon the motion (the “Motion”),2dated December 16, 2022, of the Puerto Rico Electric 

Power Authority (“PREPA” or the “Debtor”), by and through the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Debtor under 

PROMESA Section 315(b), pursuant to Sections 105, 502, 1125, 1126(a), 1126(b), 1126(c), 

1126(e), 1126(f), 1126(g), and 1128 of title 11 of the United States Code (made applicable to the 

Title III Cases pursuant to PROMESA Section 301(a)) (the “Bankruptcy Code”), Federal Rules of 

Bankruptcy Procedure (made applicable to the Title III Cases pursuant to PROMESA Section 310) 

(the “Bankruptcy Rules”) 2002, 3016, 3017, 3018, 3020, 9013, 9014, and 9021, and Local 

Bankruptcy Rules for the United States Bankruptcy Court for the District of Puerto Rico (the 

“Local Rules”) 3016-2 and 9013-1 requesting an order: (i) approving the proposed Disclosure 

Statement (as defined below), (ii) fixing a Voting Record Date for voting on the Plan (as defined 

below), (iii) approving the Confirmation Hearing Notice and confirmation schedule, (iv) 

approving the proposed contents of the Solicitation Package and procedures for distribution 

thereof, (v) approving the forms of ballots, and establishing solicitation, voting, and balloting 

procedures, (vi) approving the form and manner of Notice of Non-Voting Status, (vii) fixing a 

Voting Deadline, (viii) approving procedures for tabulating creditor votes, and (ix) related relief, 

all as more fully described in the Motion; and the Court having subject matter jurisdiction to 

consider the Motion and the relief requested therein pursuant to PROMESA Section 306(a); and it 

appearing that venue in this district is proper pursuant to PROMESA Section 307(a); and due and 

proper notice of the Motion having been provided and it appearing that no other or further notice 

need be provided; and the Court having held a hearing on February 28, 2023, to consider the 

2 Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Motion or the 

Plan (as defined below), as applicable. 

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adequacy of the information contained in the Disclosure Statement and the additional relief 

requested in the Motion (the “Disclosure Statement Hearing”); and the Court having determined 

the relief sought in the Motion is in the best interests of the Debtor, its creditors, and all parties in 

interest; and the Court having determined the legal and factual bases set forth in the Motion 

establish just cause for the relief granted herein, it is hereby found and determined that:3

A. The Debtor, by and through the Oversight Board, as the Debtor’s representative in 

its Title III Case pursuant to PROMESA Section 315(b), has full authority to propose and 

prosecute the Disclosure Statement for the Modified Second Amended Title III Plan of Adjustment 

of the Puerto Rico Electric Power Authority, dated March 1, 2023 (as the same may be amended 

or modified, including all exhibits and attachments thereto, the “Disclosure Statement”) [Case No. 

17-4780, ECF No. _____]

4

and the Modified Second Amended Title III Plan of Adjustment of the 

Puerto Rico Electric Power Authority, dated March 1, 2023 (as the same may be amended or 

modified, including all exhibits and supplements thereto, the “Plan”) [ECF No. _____].

B. The Disclosure Statement (including the exhibits attached thereto) contains 

adequate information within the meaning of Section 1125 of the Bankruptcy Code, and no other 

or further information is necessary for purposes of soliciting acceptances and rejections of the Plan

as set forth herein.

C. The Disclosure Statement (including the exhibits attached thereto) provides holders 

of Claims and other parties in interest with sufficient notice of the injunction, exculpation, and 

release provisions contained in Articles XXVII and XXXVI of the Plan in satisfaction of the 

requirements of Bankruptcy Rule 3016(c).

3 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant 

to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014.

4 Docket references contained herein shall refer to the docket for Case No. 17-4780 unless otherwise specified.

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D. The forms of ballots, substantially in the forms attached hereto as Schedules 3(a) 

– 3(d) (each a “Ballot”) and the form of election notice, substantially in the form attached hereto 

as Schedule 5 (the “Election Notice”), are consistent with Official Bankruptcy Form No. B 314,

adequately address the particular needs of the Title III Case, and are appropriate for the relevant 

Classes of Claims entitled under the Plan to vote to accept or reject the Plan and/or make an 

election of the form of distribution pursuant to the Plan, as applicable.

E. Ballots to vote to accept or reject the Plan (or, with respect to Settling Bondholders, 

Non-Settling Bondholders, and holders of Claims in Class 4 (Fuel Line Loan Claims), instructions 

to submit a vote on ATOP) need only be provided to:

(a) Settling Bondholders on account of PREPA Revenue Bond Claims in Class 1 

(Settling Bondholder Claims);

(b) Non-Settling Bondholders on account of PREPA Revenue Bond Claims in 

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that are 

not insured by a Monoline Insurer; 

(c) Non-Settling Monolines on account of PREPA Revenue Bond Claims in Class 

2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that are 

insured by a Monoline Insurer;

(d) National Public Finance Guarantee Corporation (“National”) on account of 

National Insured Bond Claims in Class 5 (National Insured Bond Claims); and

(e) holders of Claims in Class 3 (Pension Claims), Class 4 (Fuel Line Loan Claims),

Class 6 (National Reimbursement Claim), Class 7 (General Unsecured Claims), 

Class 8 (Vitol Claims), Class 9 (Assured Insured Interest Rate Swaps Claims), 

Class 11 (Eminent Domain/Inverse Condemnation Claims), and Class 12

(Federal Claims).

Beneficial Owners of Claims in Class 5 (National Insured Bond Claims) shall be entitled to receive 

an Election Notice and make an election with respect to the form of distribution pursuant to the 

Plan to the extent such elections are provided pursuant to the Plan. Beneficial Owners of Claims 

in Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that are insured by a 

Non-Settling Monoline, shall be entitled to receive a Notice of Non-Voting Status informing such 

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Beneficial Owners that a Non-Settling Monoline shall be entitled to vote to approve or reject the 

Plan on account of such Claims.

F. The solicitation procedures established pursuant to this Order provide Settling 

Bondholders in Class 1 the right to vote to reject the Plan, notwithstanding such Settling 

Bondholders’ entry into the Uninsured Bond Settlement Agreement prior to the commencement

of the solicitation of votes to accept or reject the Plan, and, therefore, the solicitation of the 

Uninsured Bond Settlement Agreement is not a solicitation of votes on the Plan. See Findings of 

Fact and Conclusions of Law in Connection with Confirmation of the Modified Eighth Amended 

Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, the Employees Retirement 

System of the Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public 

Buildings Authority [ECF No. 19812 in Case No. 12-3283] at ¶¶ 141, 143.

G. Ballots need not be provided to the holders of Claims in Class 10 (Ordinary Course 

Customer Claims) and Class 13 (Convenience Claims), because the holders of these Claims are 

unimpaired pursuant to the Plan and are deemed to accept the Plan.

H. Ballots need not be provided to the holders of Claims in Class 14 (Section 510(b) 

Subordinated Claims), because such holders will receive no distributions pursuant to the Plan and 

are deemed to reject the Plan.

I. The period set forth below, during which the Debtor may solicit acceptances and 

rejections to the Plan and elections with respect to the form of distribution thereunder, is a 

reasonable period of time for eligible holders of Claims to vote on the Plan or make elections 

regarding the form of distributions pursuant to the Plan. 

J. The procedures set forth below regarding notice to all parties in interest of (a) the 

time, date, and place of the hearing to consider confirmation of the Plan (the “Confirmation 

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Hearing”), (b) the deadline for filing of objections or responses to (i) the proposed confirmation 

of, or proposed modifications to, the Plan, or (ii) the Proposed Confirmation Order (“Confirmation 

Objections”), and (c) the distribution and contents of the solicitation packages (the “Solicitation 

Packages”) provide a fair and equitable notice and voting process and comply with Bankruptcy 

Rules 2002, 3017, and 3018 and constitute sufficient notice to all interested parties of the Voting 

Record Date, the Voting Deadline, the Election Deadline, the Confirmation Objection Deadline, 

the Confirmation Hearing, and all related matters.

NOW, THEREFORE, IT IS HEREBY ORDERED AS FOLLOWS:

1. The Motion is granted as modified herein, and all other objections to the Motion 

and the Disclosure Statement are overruled.

2. The Disclosure Statement is approved in its entirety, and the Debtor may 

accordingly solicit acceptances and rejections of the Plan as set forth herein.

3. The forms of Ballots and Election Notice are approved.

4. The Creditors’ Committee’s recommendation letter, substantially in the form 

attached hereto as Schedule 7(a) (the “Creditors’ Committee Letter”),

5

and the Plan Summary 

substantially in the form attached hereto as Schedule 7(b) (the “Plan Summary”)6is approved 

pursuant to section 1125 of the Bankruptcy Code.

Confirmation Procedures and Deadlines

5. The Confirmation Hearing will be held on July 17–21, 24, 26–28, 2023 at 9:30

a.m. (Atlantic Standard Time); provided, however, that the Confirmation Hearing may be 

5 The Creditors’ Committee shall provide the Oversight Board with finalized English and Spanish versions of the 

Creditors’ Committee Letter no later than two (2) business days after entry of this Order. 

6 The Plan Summary is the same summary contained in Section II.B of the Disclosure Statement. The Plan Summary 

is subject in its entirety to all disclaimers and provisions of the Disclosure Statement. 

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continued from time to time without further notice other than through adjournments announced in 

open Court or as indicated in any notice of agenda of matters scheduled for hearing filed with the 

Court.

6. The Confirmation Hearing Notice setting forth the time, date, and place of the 

Confirmation Hearing, substantially in the form attached hereto as Schedule 2, is approved.

7. The Debtor shall cause the Balloting Agent to complete the mailing of the 

Confirmation Hearing Notice in accordance with the Bankruptcy Rules and Local Rules on or 

before five (5) business days after entry of this Order, or as soon as reasonably practicable 

thereafter.

8. The Debtor, through Kroll, shall publish the Confirmation Hearing Notice, on one 

occasion, in each of El Nuevo Dia in Spanish (primary circulation is in Puerto Rico), The San Juan 

Daily Star in English (primary circulation is in Puerto Rico), El Diario in Spanish (primary 

circulation is in New York), El Nuevo Herald in Spanish (primary circulation is Miami), The New 

York Times, The Bond Buyer, El Vocero in Spanish (primary circulation is in Puerto Rico), and 

Primera Hora in Spanish (primary circulation is in Puerto Rico) to the extent possible, during the 

week beginning on (1) April 17, 2023, (2) May 8, 2023, and (3) May 29, 2023, which notice is 

hereby approved and constitutes adequate and sufficient notice and complies with Bankruptcy 

Rule 2002. To the extent any of the above publications are unable to publish or suspends 

publication during the time periods above, the Debtor is permitted to use reasonable best efforts to 

secure a similar alternative publisher without further order of the Court.

9. The Debtor, through Kroll, shall cause no less than ten (10) radio advertisements, 

to be aired to the extent possible during the periods from (i) April 17, 2023 up to and including 

April 21, 2023, (ii) May 8, 2023 up to and including May 12, 2023, and (iii) May 29, 2023 up to 

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and including June 2, 2023 (for a total of thirty (30) radio advertisements), on (a) WMEG FM 

(contemporary hit radio) in Spanish and (b) WKAQ AM (Spanish language talk radio) in Spanish, 

informing listeners of (i) the approval of the Disclosure Statement and the scheduling to the 

Confirmation Hearing, (ii) the date by which Confirmation Objections must be filed and served, 

(iii) the Voting Deadline and Election Deadline, and (iv) an information hotline to receive certain 

additional information. To the extent any of the above radio stations are unable to broadcast or 

suspends broadcasting during the time period above, the Debtor is permitted to use reasonable best 

efforts to secure a similar alternative radio station, if feasible given the time required to produce a 

radio advertisement, without further order of the Court.

10. The Debtor shall file a form of the New Master Indenture no later than May 17, 

2023. 

11. The Debtor shall file the Proposed Confirmation Order no later than 5:00 p.m. 

(Atlantic Standard Time) on May 31, 2023.

12. Any Confirmation Objections must:

a. be in writing, in English, and signed,

b. state the name, address, and nature of the Claim of the objecting or responding 

party, 

c. state with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the proposed 

Plan or proposed order confirming the Plan to resolve any such objection or

response,

d. be served so as to be actually received by the Office of the United States Trustee 

for the District of Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, 

San Juan, PR 00901 (re: In re: the Puerto Rico Electric Power Authority); and

e. be filed, together with proof of service, with the Court on the dockets of (i) In 

re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In 

re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS and served so 

that such objections and responses are actually received by no later than 5:00 

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p.m. (Atlantic Standard Time) on June 7, 2023 (the “Confirmation Objection 

Deadline”).

13. Confirmation Objections that are not timely filed, served, and actually received in 

the manner set forth above shall not be considered and shall be deemed overruled.

14. Any objecting party that has not filed a timely Confirmation Objection will not be 

permitted to make an oral presentation at the Confirmation Hearing.

15. The Debtor and other parties in interest are authorized to file and serve no later than 

5:00 p.m. (Atlantic Standard Time) on June 21, 2023: (i) replies or an omnibus reply to any 

objections to the confirmation of the Plan; (ii) the Debtor’s memorandum of law in support of 

confirmation of the Plan; (iv) voting results tabulation; (v) the Debtor’s proposed findings of fact 

and conclusions of law, and (vi) statements or joinders in support of confirmation of the Plan.

16. Any objection to the Debtor’s (i) voting results tabulation and/or (ii) proposed 

findings of fact and conclusions of law must:

a. be in writing, in English, and signed,

b. state the name, address, and nature of the Claim of the objecting or responding 

party, 

c. state with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in proposed 

findings of fact and conclusions of law to resolve any such objection or 

response,

d. be served so as to be actually received by the Office of the United States Trustee 

for the District of Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, 

San Juan, PR 00901 (re: In re: the Puerto Rico Electric Power Authority);

e. be filed, together with proof of service, with the Court on the dockets of (i) In 

re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In 

re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS and served so 

that such objections and responses are actually received by no later than 5:00 

p.m. (Atlantic Standard Time) on June 28, 2023.

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17. The Debtor and other parties in interest are authorized to file and serve no later than 

5:00 p.m. (Atlantic Standard Time) on July 5, 2023 replies or an omnibus reply to any objections 

to the Debtor’s (i) voting results tabulation and (ii) proposed findings of fact and conclusions of 

law.

Solicitation Procedures and Deadlines; Vote Tabulation

18. The record date for purposes of determining creditors entitled to vote on the Plan

(except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)7) or, in the case of the non-voting 

Classes, to receive the applicable Notice of Non-Voting Status, shall be February 28, 2023 (the 

“Voting Record Date”).

19. With respect to any transferred Claim (except for any Uninsured PREPA Revenue 

Bond Claims in Class 1 (Settling Bondholder Claims) and Class 2 (Non-Settling Bondholder and 

Non-Settling Monoline Claims)), the transferee shall be entitled to receive a Solicitation Package 

and vote to accept or reject the Plan on account of the transferred Claim only if: (a) all actions 

necessary to effect the transfer of the Claim pursuant to Bankruptcy Rule 3001(e) have been 

completed by the Voting Record Date; or (b) the transferee files, no later than the Voting Record 

Date, (i) the documentation required by Bankruptcy Rule 3001(e) to evidence the transfer, and (ii) 

a sworn statement of the transferor supporting the validity of the transfer. In the event a Claim is 

transferred after the transferor has completed, executed, and returned a Ballot, the transferee of 

7 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or election 

through the Automated Tender Offer Platform (“ATOP”) at The Depository Trust Company (“DTC”), the Voting 

Record Date shall not apply to the ATOP Classes; provided, however, the Voting Record Date shall apply to (i) 

any PREPA Revenue Bonds formerly insured by Assured in the primary market, and the principal amount of which 

was paid by Assured on or after the original maturity date of such bonds (the “Assured Matured Bonds”) or (ii) 

any claim arising from PREPA Revenue Bonds for which voting through ATOP cannot be established (“ATOP 

Ineligible Bonds”). The holder as of the Voting Record Date of the (i) claims arising from the Assured Matured 

Bonds (including, without limitation, Assured) and (ii) claims arising from ATOP Ineligible Bonds shall not be 

required to tender such bonds through ATOP, and instead shall be provided with a ballot with which to vote such 

claims.

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such Claim shall be bound by any vote (and the consequences thereof) made on the Ballot by such

transferor of such transferred Claim.

20. Cede & Company and DTC shall provide the Debtor within seven (7) Business 

Days of the date of this Order, or as soon as possible thereafter, a listing of the names and addresses 

of all Nominees that as of the Voting Record Date held, directly or indirectly, any of the securities

with respect to Classes 1, 2, 4, and 5.

21. The Debtor shall cause the Balloting Agent to complete the mailing of the

appropriate Solicitation Package by the date that is twenty-eight (28) days following entry of 

this Order, or as soon as reasonably practicable thereafter (the “Solicitation Mailing Date”) to 

all known holders (as of the Voting Record Date) of Claims in the following classes (collectively, 

the “Voting Classes”):

Class

Settling Bondholder Claims Class 1

Non-Settling Bondholder and Non-Settling 

Monoline Claims8 Class 2

Pension Claim9 Class 3

Fuel Line Loan Claims Class 4

National Insured Bond Claims10 Class 5

National Reimbursement Claim Class 6

General Unsecured Claims Class 7

Vitol Claims Class 8

Assured Insured Interest Rate Swaps Claims Class 9

Eminent Domain/Inverse Condemnation Claims Class 11

Federal Claims Class 12

8 Solicitation Packages shall be provided to Beneficial Owners of PREPA Revenue Bonds that are not insured and 

Non-Settling Monolines in Class 2.

9 A Solicitation Package shall only be provided to the Puerto Rico Electric Power Authority Employee Retirement 

System (the “SREAEE” by its Spanish acronym) on account of the Pension Claim in Class 3.

10 A Solicitation Package shall only be provided to National on account of National Insured Bond Claims in Class 5.

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22. The Debtor shall not be required to mail or cause to be mailed Solicitation Packages 

to any holders of Claims that are, as of the Voting Record Date, marked on the Title III register 

maintained by Kroll as subject to administrative reconciliation procedures pursuant to the Order 

(A) Authorizing Administrative Reconciliation of Claims, (B) Approving Additional Form of 

Notice, and (C) Granting Related Relief [Case No. 17-3283, ECF No. 12274] (“Administrative 

Reconciliation Order”), as such holders shall not be entitled to vote such Claims to accept or reject 

the Plan, unless such holder’s claim has been allowed pursuant to an order of the Court on or before 

the Voting Deadline;

11 provided, however, the Debtor shall complete, by no later than the 

Solicitation Mailing Date, the service of (i) the Confirmation Hearing Notice, and (ii) a Notice of 

Non-Voting Status to such holders of Claims. 

23. Solicitation Packages mailed to creditors holding Claims in the Voting Classes will 

contain, in English and Spanish translation: (i) the Confirmation Hearing Notice; (ii) a flash drive

(or otherwise in the Debtor’s discretion)12 containing this Disclosure Statement Order (without the 

exhibits hereto) and Disclosure Statement (together with all exhibits thereto, including the Plan);

(iii) the appropriate form of Ballot or Election Notice, if any, with instructions for voting and/or 

making any applicable election, and, as applicable, a pre-addressed, pre-paid return envelope, and 

(iv) with respect to Class 7, the Creditors’ Committee Letter and Plan Summary.

24. If it is a Nominee’s (or Nominee’s agent’s) customary and accepted practice to 

(i) forward the solicitation information to (and collect votes from) Beneficial Owners by voter 

11 For the avoidance of doubt, holders of Claims transferred into the alternative dispute procedures pursuant to the 

Order (A) Authorizing Alternative Dispute Resolution Procedures, (B) Approving Additional Form of Notice, and 

(C) Granting Related Relief [ECF No. 12576 in Case No. 17-03283] will not be precluded from voting such Claims 

to accept or reject the Plan, except as otherwise provided in this Order.

12 For the avoidance of doubt, the Debtor reserves the right (in its sole discretion) to distribute the Disclosure 

Statement (together with all exhibits thereto) and the Disclosure Statement Order in paper format to a subset of 

voting creditors if it is determined to be the most effective method of serving such a population of prospective 

voters.

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information form, email, telephone or other customary means of communications, as applicable,

or (ii) provide to Beneficial Owners an electronic link to the solicitation materials (including, but 

not limited to, the Disclosure Statement and Plan), the Nominee (or Nominee’s agent) may employ 

that method of communication in lieu of sending the flash drive, paper Notice, and/or Solicitation 

Package, as applicable. In such instances, the Nominee (or Nominee’s agent) may return any 

excess or unused flash drives or paper copies to the Balloting Agent.

25. The Debtor is authorized, but not required, to distribute the Disclosure Statement 

(together with all exhibits thereto) and the Disclosure Statement Order to the Voting Classes in 

electronic format (flash drive); provided, however, the Confirmation Hearing Notice, Ballots, 

Election Notice, Creditors’ Committee Letter, and Plan Summary (each, as applicable) shall only 

be provided in paper format.

26. Upon receipt of a request for a paper copy of the Disclosure Statement, Plan, and/or 

Disclosure Statement Order, the Balloting Agent shall, within three (3) business days of receipt of

the request or as soon as reasonably practicable thereafter, deposit the requested documents with 

a postal or shipping service to deliver the requested documents.

27. On or before the Solicitation Mailing Date, the Debtor shall provide (i) complete 

Solicitation Packages (excluding Ballots) to:

a. the U.S. Trustee, 

b. counsel to AAFAF, 

c. counsel to the Official Committee of Unsecured Creditors; Paul Hastings 

LLP, 200 Park Avenue, New York, NY 10166, Attn: Luc A. Despins, Esq. 

and G. Alexander Bongartz, Esq.

d. the Puerto Rico Energy Bureau;

and (ii) the Disclosure Statement Order (excluding the exhibits thereto) and the Confirmation 

Hearing Notice to the Debtor’s Bankruptcy Rule 2002 list as of the Voting Record Date.

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28. The Debtor shall complete, by no later than the Solicitation Mailing Date, the 

service of (i) the Confirmation Hearing Notice, and (ii) a Notice of Non-Voting Status to all known 

holders (as of the Voting Record Date) or Beneficial Owners, as applicable, of Claims in the 

following Classes:

• Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) – solely 

with respect to Beneficial Owners of PREPA Revenue Bonds insured by a NonSettling Monoline.

• Class 10 (Ordinary Course Customer Claims)

• Class 13 (Convenience Claims)

• Class 14 (Section 510(b) Subordinated Claims)

29. The Debtor shall complete, by no later than the Solicitation Mailing Date, the 

service of (i) the Confirmation Hearing Notice, and (ii) a Notice of Non-Voting Status to all known 

holders of Claims for which the Debtor has served an objection as of the Solicitation Mailing Date.

30. The Debtor shall not be required to send Solicitation Packages to (i) any holder of 

an unimpaired Claim under the Plan or that is otherwise deemed to accept the Plan, (ii) any holder 

of a Claim in a Class deemed to reject the Plan, (iii) any party who holds a Claim, whether in the 

form of a filed proof of claim, or an amount listed on the list of creditors filed by the Debtor 

pursuant to Sections 924 and 925 of the Bankruptcy Code (as amended or modified, the “List of 

Creditors”) in an amount of $0.00, (iv) any holder of a Claim to which the Debtor has served an 

objection or that has been expunged by order of the Court, and (v) a creditor that has a Claim that 

has already been paid in full.

31. With respect to addresses from which notices of the Disclosure Statement hearing 

were returned as undeliverable by the United States Postal Service, the Debtor is excused from 

mailing Solicitation Packages or any other materials related to voting on or confirmation of the 

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Plan to entities listed at such addresses. For purposes of serving the Solicitation Packages, the 

Debtor is authorized to rely on the address information for all Classes as compiled, updated, and 

maintained by the Balloting Agent as of the Voting Record Date. In addition, to the extent any 

Solicitation Packages are returned as undeliverable by the United States Postal Service (including 

Solicitation Packages from voting creditors), neither the Debtor nor the Balloting Agent are 

required to conduct additional research for updated addresses or to attempt to re-serve the 

Solicitation Packages on such parties.

32. The forms of Notice of Non-Voting Status (Schedule 4(a) – 4(e)) are hereby 

approved.

33. The Notices of Non-Voting Status are hereby deemed to satisfy the requirements 

of the Bankruptcy Code and the Bankruptcy Rules, and the Debtor shall not be required to 

distribute copies of the Plan, Disclosure Statement, and/or Disclosure Statement Order to any 

holder of a Claim in the following Classes, except as to parties who request, in writing, copies of 

such documents:

• Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) – solely 

with respect to Beneficial Owners of PREPA Revenue Bonds insured by a NonSettling Monoline.

• Class 10 (Ordinary Course Customer Claims)

• Class 13 (Convenience Claims)

• Class 14 (Section 510(b) Subordinated Claims)

34. Each Ballot must be executed, completed, and delivered to the Balloting Agent 

(i) by U.S. first-class mail, in the return envelope provided with each Ballot (or otherwise by firstclass mail); (ii) by overnight courier; (iii) by hand delivery, or (iv) Kroll’s e-balloting platform 

(where permitted), so that executed and completed Ballots are received by Kroll, the Balloting 

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Agent, by no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time 

is extended (the “Voting Deadline”). Holders of Claims in the ATOP Classes, other than (i) 

Monoline Insurers (or a Monoline Insurer’s transferee if the Monoline Insurer’s right to vote has 

been transferred in accordance with decretal paragraph 19), (ii) holders of claims arising from the 

Assured Matured Bonds, and (iii) holders of claims arising from ATOP Ineligible Bonds, must 

deliver their voting instructions to the Nominee according to the instructions in the applicable 

Notice in sufficient time for the Nominee to receive and effectuate the creditor’s vote through 

ATOP in accordance with the procedures of DTC by the Voting Deadline; provided, however, that 

any creditor who has executed, completed, and delivered through ATOP in accordance with the 

procedures of DTC its vote to accept or reject the Plan may revoke such vote and withdraw any 

securities that have been tendered with respect to a vote through ATOP in accordance with the 

procedures of DTC on or before the Voting Deadline.

13

35. An election of the form of distribution pursuant to the Plan must be executed, 

completed, and delivered to the Nominee in accordance with the instructions under the Election 

Notice so as to be effectuated through ATOP in accordance with the procedures of DTC by no 

later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended (the 

“Election Deadline”); provided, however, that any election of the form of distribution pursuant to

the Plan executed, completed, and delivered through ATOP in accordance with the procedures of 

DTC on or before the Election Deadline shall be deemed to be made as of the Election Deadline; 

provided, further, that any creditor who has executed, completed, and delivered through ATOP in 

accordance with the procedures of DTC its election of the form of distribution pursuant to the Plan 

13 The Debtor has established that it is necessary to conduct this solicitation of votes and election of distributions, as 

applicable, with respect to the ATOP Classes through the DTC ATOP platform due to the magnitude and 

complexity of effectuating distributions among holders of Claims in the ATOP Classes.

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may revoke such election and withdraw any securities that have been tendered with respect to an 

election through ATOP in accordance with the procedures of DTC on or before the Election 

Deadline.

36. The Solicitation Agent shall use reasonable efforts to keep each of the following 

on-island ballot collection site listed below open for the full period between April 10, 2023 and 

June 7, 2023:

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

The Solicitation Agent may close any such on-island ballot collection sites (at its sole discretion), 

or as required by law, including, without limitation, local ordinances. To the extent any of the 

above locations are unavailable or are closed, the Debtor is permitted to use reasonable best efforts 

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to secure an alternative location without further order of the Court. The Debtor shall make copies 

of the Disclosure Statement and Plan available at each on-island ballot collection site.

37. All securities that are tendered with respect to a vote to accept or reject the Plan 

shall be restricted from further trading or transfer until the first business day following the Voting 

Deadline, or as soon as practicable thereafter, but no later than June 21, 2023.

38. All securities that are tendered with respect to an election of distributions under the 

Plan in connection with Class 5 (National Insured Bond Claims) shall be restricted from further 

trading or transfer until the issuance of new CUSIPs in connection with such tendered bonds, which 

issuance shall occur as soon as reasonably practicable after the Voting Deadline.

39. The Beneficial Owners of Settling Bondholder Claims in Class 1 (Settling 

Bondholder Claims) are entitled to cast a vote with respect to such Class. The Beneficial Owners 

of uninsured securities giving rise of Claims in Class 2 (Non-Settling Bondholder and Non-Settling 

Monoline Claims) and the Non-Settling Monolines holding Non-Settling Monoline Claims in 

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) are entitled to cast a vote 

with respect to such Class. Only National will be entitled to cast a vote with respect to Class 5. 

With respect to any Claims in Classes 2 or 5 arising from Insured PREPA Revenue Bonds owned 

by a Monoline Insurer, by subrogation or otherwise, if the respective Monoline Insurer transfers 

the right to vote such Claim prior to the Voting Record Date in accordance with decretal paragraph 

19 above, then the transferee shall be entitled to receive a Solicitation Package and a form of Ballot 

in the transferee’s name.

40. PREPA Revenue Bond Claims in Class 1 (Settling Bondholder Claims) shall be 

deemed allowed in the aggregate amount of $74,900,593.18 solely for purposes of voting to accept 

or reject the Plan. PREPA Revenue Bond Claims in Class 2 (Non-Settling Bondholder and NonCase:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

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Settling Monoline Claims) shall be deemed allowed in the aggregate amount of 

$7,565,470,824.0914 solely for purposes of voting to accept or reject the Plan. For the avoidance 

of doubt, holders of PREPA Revenue Bond Claims in Class 1 (Settling Bondholder Claims) and 

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) are not required to file a 

motion for an order pursuant to Bankruptcy Rule 3018(a) (a “3018(a) Motion”) in order to vote to 

accept or reject the Plan. The allowance of PREPA Revenue Bond Claims in Classes 1 and 2 

solely for purposes of voting to accept or reject the Plan pursuant to this decretal paragraph 40

shall not prejudice any parties in connection with the Amended Lien & Recourse Challenge.

41. Solely for purposes of voting to accept or reject the Plan and not for the purpose of 

the allowance of, or distribution on account of, a Claim, and without prejudice to the rights of the 

Debtor in any other context, each Claim within a Class of Claims entitled to vote is temporarily 

allowed in an amount equal to the amount of such Claim as set forth in the claims register; 

provided:

a. If a Claim is deemed allowed under the Plan, such Claim is allowed for voting 

purposes in the deemed allowed amount set forth in the Plan;

b. If a Claim for which a proof of claim has been timely filed is wholly contingent, 

unliquidated, or disputed, undetermined, or unknown in amount, such Claim 

shall be temporarily allowed for voting purposes only, and not for purposes of 

allowance or distribution, at $1.00, and the Ballot mailed to the holder of such 

Claim shall be marked as voting at $1.00; unless such Claim is disputed as set 

forth in subparagraph “h” below;

c. If a proof of claim was timely filed in an amount that is liquidated, noncontingent, and undisputed, such Claim is temporarily allowed in the amount 

set forth on the proof of claim, unless such Claim is disputed as set forth in 

subparagraph “h” below;

d. If a Claim is listed on a timely filed proof of claim as contingent, unliquidated, 

or disputed in part, such Claim is temporarily allowed in the amount that is 

14 Such amount reflects $8,476,517,345.39 less (i) the aggregate PREPA Revenue Bond Claims held by Settling 

Bondholders ($74,900,593.18), and (ii) National Insured Bond Claim ($836,145,928.13).

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liquidated, non-contingent, and undisputed for voting purposes only, and not 

for purposes of allowance or distribution;

e. If a Claim has been allowed for voting purposes by order of the Court, such 

Claim is temporarily allowed in the amount allowed by the Court for voting 

purposes only, and not for purposes of allowance or distribution;

f. If a Claim is listed in the List of Creditors as contingent, unliquidated, or 

disputed and a proof of claim was not (i) filed by the earlier of the applicable 

bar date for the filing of proofs of claim established by the Court or the Voting 

Record Date (as applicable); or (ii) deemed timely filed by an order of the Court 

prior to the Voting Record Date, such Claim shall not be entitled to vote to 

accept or reject the Plan;

g. Proofs of claim filed for $0.00 or Claims that have been expunged by order of 

the Court are not entitled to vote;

h. If the Debtor has served an objection or ACR transfer notice as to a Claim at 

least forty (40) days before the Voting Deadline, such Claim is temporarily 

disallowed for voting purposes only and not for purposes of allowance or 

distribution, except to the extent and in the manner as may be set forth in such 

objection, or as ordered by the Court before the Voting Deadline;15

i. If the Debtor has served an objection specifically seeking to reduce the amount 

of the Claim but otherwise allow it for voting purposes, such Claim is allowed 

for voting purposes only in the amount sought in the objection;

j. Any holders of Claims that are, as of the Voting Deadline, marked on the Title 

III register maintained by Kroll as subject to administrative reconciliation 

procedures pursuant to the Administrative Reconciliation Order shall not be 

entitled to vote such Claims to accept or reject the Plan;

k. For purposes of the numerosity requirement of Section 1126(c) of the 

Bankruptcy Code separate Claims held by a single creditor in a particular Class 

shall be aggregated based on the reasonable efforts of the Debtor and Balloting 

Agent as if such creditor held one Claim against the applicable Debtor in such 

Class, and the votes related to such Claims shall be treated as a single vote to 

accept or reject the Plan;

l. Notwithstanding anything to the contrary contained herein, any creditor who 

has filed or purchased duplicate Claims within the same Voting Class may be 

provided with only one Solicitation Package and one Ballot for voting a single 

15 For the avoidance of doubt, Paragraph 41(h) of this Order shall not apply to any Claim that is Allowed pursuant to 

the Plan.

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Claim in such Class, regardless of whether the Debtor has objected to such 

duplicate Claims;

m. If a proof of claim has been amended by a later filed proof of claim filed on or 

before the Voting Record Date, only the later filed amending Claim will be 

entitled to vote, regardless of whether the Debtor has objected to such earlier 

filed Claim;

n. Notwithstanding anything contained herein to the contrary, the Balloting Agent, 

in its discretion, may (but is not required to) contact voters to cure any defects 

in the Ballots and is authorized to so cure any defects;

o. There shall be a rebuttable presumption that any claimant who submits a 

properly completed, superseding Ballot, or withdraws a Ballot on or before the 

Voting Deadline has sufficient cause, within the meaning of Bankruptcy Rule 

3018(a), to change or withdraw such claimant’s acceptance or rejection of the 

Plan, such that the earlier submitted Ballot shall be deemed superseded or 

withdrawn, as applicable; and

p. Any Class that contains claims entitled to vote but no votes are returned for 

such Class shall be deemed to have accepted the Plan.

42. The following additional procedures shall apply with respect to tabulating votes in 

the ATOP Classes:

a. For the purposes of tabulating votes, (i) each Beneficial Owner entitled to vote 

securities held through DTC shall be deemed to have voted only the principal 

amount of its public securities as submitted through and reflected in ATOP; (ii) 

each Monoline Insurer, shall be deemed to have voted only the principal amount 

of the PREPA Revenue Bonds insured by such Monoline Insurer as submitted 

through and reflected on the form of Ballot; (iii) each holder (including, if 

applicable, Assured) of claims arising from any PREPA Revenue Bonds 

formerly insured by Assured in the primary market the principal amount of 

which was paid by Assured on or after the original maturity date shall be 

deemed to have voted only the principal amount of such claims as reflected on 

the form of Ballot; and (iv) each holder of claims arising from ATOP Ineligible 

Bonds shall be deemed to have voted only the principal amount of such claims 

as reflected on the form of Ballot. Any principal amounts thus voted in 

accordance with clauses (i), (ii), (iii), or (iv) above may be thereafter adjusted 

by the Balloting Agent, on a proportionate basis with a view to the amount of 

securities actually voted, to reflect the corresponding claim amount with respect 

to the securities thus voted, including any accrued but unpaid prepetition 

interest or accreted principal, as applicable.

b. If conflicting votes or “over-votes” are submitted by a Nominee, the Balloting 

Agent shall use reasonable efforts to reconcile discrepancies with the Nominee.

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43. If any claimant seeks to challenge the allowance or disallowance of its Claim for 

voting purposes in accordance with the above procedures, such claimant shall serve upon counsel 

for the Debtor, counsel for AAFAF, and counsel for the Official Committee of Unsecured 

Creditors, and file with the Court (with a copy to Chambers) a 3018(a) Motion temporarily 

allowing such Claim in a different amount for purposes of voting to accept or reject the Plan, on 

or before the tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and 

(ii) service of notice of an objection, if any, as to such Claim; provided, however, that, as to any 

claimant filing a 3018(a) Motion, such claimant’s Ballot shall not be counted unless temporarily 

allowed by an order entered by the Court prior to the Voting Deadline.

44. The form of Rule 3018(a) Motion attached hereto as Schedule 6 is approved, and 

the Debtor shall make available the form of Rule 3018(a) Motion on the Balloting Agent’s website.

45. Each creditor that votes to accept or reject the Plan is deemed to have voted the full 

amount of its Claim therefor.

46. If a creditor casts more than one Ballot voting the same Claim(s) or submits more 

than one election with respect to the same Claim(s) before the Voting Deadline or Election 

Deadline, as applicable, the last Ballot received or election made before the Voting Deadline or 

Election Deadline, as applicable, is hereby deemed to reflect such creditor’s intent or election, as 

applicable, and, thus, to supersede any prior Ballot(s) or elections made, as applicable.

47. If a creditor in Class 5 (A) fails to timely and validly elect the National NonCommutation Treatment, or (B) submits an election for less than all of its National Insured Bond 

Claims (in which case, such election shall be void and of no force and effect), then such creditor 

shall be deemed to have elected to receive the National Commutation Treatment pursuant to Article

XX.A of the Plan.

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48. Any entity that holds a Claim in more than one Class that is entitled to vote must 

use separate Ballots for each such Claim; provided, however, that creditors must vote all of their 

Claims within a particular Class under the Plan either to accept or reject the Plan and may not split 

their vote(s), and thus, neither a Ballot that partially rejects and partially accepts the Plan, nor 

multiple Ballots casting conflicting votes in respect of the same Class under the Plan shall be 

counted.

49. The following types of Ballots shall not be counted in determining whether the Plan

has been accepted or rejected: (i) any Ballot or vote through ATOP received after the Voting 

Deadline, unless the Debtor has granted an extension with respect thereto; (ii) any Ballot that is 

illegible or contains insufficient information to permit the identification of the claimant; (iii) any 

Ballot cast by a person or entity that does not hold a Claim in a Class entitled to vote to accept or 

reject the Plan; (iv) any unsigned Ballot; (v) any Ballot transmitted to the Balloting Agent by 

facsimile, electronic mail, or other means not specifically approved herein; (vi) any Ballot that is 

properly completed, executed, and timely returned to the Balloting Agent, but does not indicate 

either an acceptance or rejection of the Plan; (vii) any Ballot that is properly completed, executed, 

and timely returned to the Balloting Agent, but indicates both an acceptance and rejection of the 

Plan shall be counted as an acceptance of the Plan; and (viii) any Ballot without an original 

signature; provided, however, that any Ballot cast via the Balloting Agent’s E-Ballot platform or 

the ATOP system shall be deemed to contain an original signature.16

16 The Balloting Agent is required to retain all paper copies of Ballots and all solicitation-related correspondence for 

one (1) year following the Effective Date, whereupon, the Balloting Agent is authorized to destroy and/or otherwise 

dispose of all paper copies of Ballots; printed solicitation materials including unused copies of the Solicitation 

Package; and all solicitation-related correspondence (including undeliverable mail), in each case unless otherwise 

directed by the Debtors or the Clerk of the Court in writing within such one (1) year period.

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50. Except as otherwise set forth herein, and subject to the entry of an order of the 

Court, the Debtor may waive any defects or irregularities as to any particular Ballot at any time, 

either before or after the Voting Deadline, and any such waivers shall be documented (a) by an 

attorney’s certification stating the terms, if any, associated with any such waiver, and (b) in the 

voting results tabulation prepared by the Ballot Agent.

51. The voting results tabulation prepared by the Ballot Agent shall include an 

explanation or the calculations regarding any changes to voting amounts in the ATOP Classes. 

Miscellaneous

52. In accordance with the modification provisions of the Plan and Local Rule 3016-2, 

the Debtor is authorized to make non-substantive changes to the Disclosure Statement, the Plan, 

the Ballots, the Election Notice, the Notices of Non-Voting Status, and related documents without 

further order of the Court, including, without limitation, changes to correct typographical and 

grammatical errors, and to make conforming changes among the Disclosure Statement, the Plan, 

and any other materials in the Solicitation Packages as may be necessary, prior to mailing.

53. All notices to be provided pursuant to the procedures set forth herein are deemed 

good and sufficient notice to all parties in interest of all matters pertinent hereto and of all matters 

pertinent to the Confirmation Hearing and no other or further notice need be provided.

54. The terms and conditions of this Order shall be immediately effective and 

enforceable upon its entry.

55. The Court shall retain jurisdiction with respect to all matters arising from or relating 

to the interpretation or implementation of this Order, including, without limitation, disputes with 

respect to the validity of an election of the form of distributions to be made pursuant to the Plan.

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56. This Order resolves Docket Entry No. [___] in Case No. 17-3283, and Docket Entry 

No. [___] in Case No. 17-4780.

Dated: , 2023

San Juan, Puerto Rico 

Laura Taylor Swain

United States District Court Judge

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Schedule 1

Disclosure Statement1

1

In the interest of economy, a hard copy of the Disclosure Statement will not be included as a schedule to the 

Disclosure Statement Order. A copy of the Disclosure Statement was filed on March 1, 2023, and is available on 

the Court’s docket, as well as on the website of the Debtor’s Balloting Agent, Kroll Restructuring Administration 

LLC (f/k/a Prime Clerk LLC) (“Kroll”), at https://cases.ra.kroll.com/puertorico/. A flash drive containing the 

Disclosure Statement and all exhibits thereto will be included in the Solicitation Packages. Hard copies of the 

Disclosure Statement are available on request by contacting Kroll by telephone at (844) 822-9231 (toll free for 

U.S. and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic 

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com. Please do not direct any inquiries 

to the Court.

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Schedule 2

Confirmation Hearing Notice

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF (I) APPROVAL OF DISCLOSURE

STATEMENT, (II) ESTABLISHMENT OF RECORD DATES,

(III) HEARING ON CONFIRMATION OF THE PLAN OF ADJUSTMENT 

AND PROCEDURES FOR OBJECTION TO CONFIRMATION OF THE PLAN OF 

ADJUSTMENT, (IV) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN

OF ADJUSTMENT AND MAKING CERTAIN ELECTIONS THEREUNDER 

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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2

If you are entitled to vote on or make an election with respect to distributions pursuant to the Plan, you will 

receive a separate Solicitation Package (as defined below) on a future date.

DEADLINE TO FILE DISCOVERY NOTICE: 5:00 p.m. (Atlantic Standard Time) on April 7, 2023

VOTING AND ELECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

OBJECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

CONFIRMATION HEARING: July 17–21, 24, 26–28, 2023 at 9:30 a.m. (Atlantic Standard Time)

See below for additional deadlines.

If you have any questions regarding this notice, please contact Kroll Restructuring Administration LLC (“Kroll”)2

by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers), 

available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available), or by email at 

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Approval of Disclosure Statement. By order, dated [●], 2023 (the “Disclosure 

Statement Order”), the United States District Court for the District of Puerto Rico (the “Court”) 

approved the adequacy of the information contained in the Disclosure Statement for the Modified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated 

March 1, 2023 (as the same may be updated, supplemented, amended and/or otherwise modified 

from time to time, including all exhibits and attachments thereto, the “Disclosure Statement”), 

filed by the Financial Oversight and Management Board on behalf of the Debtor, and authorized 

the Debtor to solicit votes with respect to the acceptance or rejection of the Modified Second 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 

1, 2023 (as the same may be updated, supplemented, amended and/or otherwise modified from 

time to time, the “Plan”),3attached as Exhibit A to the Disclosure Statement. 

You may obtain a hard copy of the Plan and Disclosure Statement, including Spanish 

translations thereof, free of charge, by contacting the Balloting Agent, Kroll Restructuring 

Administration LLC (f/k/a Prime Clerk LLC):

Telephone (10:00 a.m. to 7:00 p.m. (AST)) (Spanish available): 

2 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

3 All capitalized terms used but not otherwise defined shall have the meanings given to such terms in the Plan.

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3

(844) 822-9231 (toll free for U.S. and Puerto Rico)

(646) 486-7944 (for international callers)

Email: puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line)

Alternatively, electronic copies of the Disclosure Statement and Plan are available, free of 

charge, by visiting https://cases.ra.kroll.com/puertorico/.

2. Paper copies of the Plan and Disclosure Statement, including Spanish translations 

thereof, are also available, free of charge, at the following locations from April 10, 2023 to June 

7, 2023 (except weekends and federal holidays):

Locations in the Commonwealth

Providing Paper Copies of the Plan and Disclosure Statement

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

3. Pursuant to the Disclosure Statement Order, the Debtor will mail materials needed 

for voting on the Plan (the “Solicitation Package”) to holders with Claims in the following Classes 

(collectively, the “Voting Classes”): 

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4

Class

Settling Bondholder Claims Class 1

Non-Settling Bondholder and Non-Settling 

Monoline Claims Class 2

Pension Claim Class 3

Fuel Line Loan Claims Class 4

National Insured Bond Claims Class 5

National Reimbursement Claim Class 6

General Unsecured Claims Class 7

Vitol Claims Class 8

Assured Insured Interest Rate Swaps Claims Class 9

Eminent Domain/Inverse Condemnation Claims Class 11

Federal Claims Class 12

4. Confirmation Hearing. A hearing to consider confirmation of the Plan (the 

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States 

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente 

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

5. The Confirmation Hearing may be continued from time to time by the Court or the 

Oversight Board, without further notice or through adjournments announced in open court or as 

indicated in any notice of agenda of matters scheduled for hearing filed with the Court, and the 

Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation Hearing, in 

accordance with the modification provisions of the Plan and Local Rule 3016-2, without further 

notice to interested parties.

6. Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

7. Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

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5

of the proposed Plan and the proposed confirmation order4(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order 

prior to the Confirmation Objection Deadline will be prohibited from making an oral presentation 

before the Court at the Confirmation Hearing.

8. Objections and Responses to Confirmation. Objections and responses to 

confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and 

e. Be served upon the Office of the United States Trustee for the District of Puerto 

Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In 

re: Puerto Rico Electric Power Authority) so as to be received on or before the 

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

9. Participation in Confirmation Discovery. If you wish to participate in discovery 

in connection with confirmation of the Plan, you must file a notice of your intention to participate 

in discovery (a “Discovery Notice”), a form of which is available at 

https://cases.ra.kroll.com/puertorico/. If you file your Discovery Notice on or before April 7, 

2023, you may be granted access to documents in the Plan Depository, where information and 

documents concerning the Plan are kept, and will also be able to serve your own discovery 

requests. If you file your Discovery Notice after April 7, 2023, but on or before May 26, 2023, 

you may be granted access to documents in the Plan Depository. Please note that access to the 

information in the Plan Depository may also require complying with the Debtor’s access 

requirements.

10. You must submit the Discovery Notice in the form provided on the Title III Case 

website above, which must:

a. Be in writing, in English, and be signed;

b. State your name, address, the nature of your Claim, and your Claim number;

c. State your intention to participate in discovery in connection with confirmation 

of the Plan; and

d. Be filed electronically with the Court on the docket using the CM/ECF docket 

event Notice of Intent to Participate in Discovery for Plan Confirmation, in (i) 

In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) 

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the 

Court’s case filing system on or before the applicable deadline.

i. If you are not represented by counsel, you may instead mail your 

Discovery Notice to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150

San Juan, P.R. 00918-1767

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so as to be received on or before the applicable deadline.

11. You must timely file a Discovery Notice to participate in discovery in 

connection with confirmation of the Plan. Failure to timely file a Discovery Notice, however, 

will not preclude you from filing an objection to confirmation of the Plan on or before the 

Confirmation Objection Deadline, but will preclude you from being able to view documents in the 

Plan Depository, and from taking discovery.

12. Discovery Timetable and Deadlines. The Court has established the following 

discovery dates and deadlines, which are applicable to the Debtor and to other parties in interest 

who have timely filed a Discovery Notice and are eligible to participate in discovery:5

Summary of Discovery and Confirmation Deadlines

March 1, 2023 Conversion of Disclosure Statement depository to Plan Depository

Five Business Days 

After Entry of DS 

Approval Order

Deadline for Confirmation Hearing Notice to be served.

March 11, 2023

Deadline for the Debtor to upload all documents to the Plan Depository

Deadline for the Debtor to file a preliminary fact witness list and topics 

about which each witness will testify (“Debtor’s Preliminary Fact 

Witness List”). 

28 Days After Entry 

of DS Approval 

Order

Deadline for Debtor to complete mailing of solicitation materials.

April 7, 2023

Deadline for parties in interest to file a “Notice of Intent to Participate in 

Discovery,” (hereafter, a “Discovery Notice”). Only parties in interest

who file a timely Discovery Notice can propound discovery, but failure 

to do so does not preclude a party from objecting to confirmation of the 

Plan. 

5 All of the dates and procedures set forth in this notice are subject to change by further Court order.

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April 14, 2023

Deadline for all parties to serve requests for production of nondepository documents (“Production Requests”). Parties in interest may 

serve Production Requests only following their filing of a timely 

Discovery Notice. 

Parties may serve up to one additional round of Production Requests, 

provided that they are served on or before May 8, 2023.

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

Deadline for parties in interest to file a preliminary fact witness list and 

topics about which each witness is expected to testify (a “Party in 

Interest’s Preliminary Fact Witness List,” and together with the Debtor’s 

Preliminary Fact Witness List, the “Preliminary Fact Witness Lists”). 

Deadline for all parties to file opening expert disclosures (“Opening 

Expert Disclosures”). 

April 21, 2023

Deadline for all parties to serve up to fifteen (15) interrogatories 

(“Interrogatories”), including subparts. Responses and objections to 

such Interrogatories shall be served within ten (10) days of service of 

such Interrogatories.

April 28, 2023

Deadline for all parties to file opening expert reports (“Opening Expert 

Reports”). 

Deadline for all parties to serve initial notices of deposition, topics and 

requested times for depositions (“Initial Notices of Deposition”) (all 

depositions are limited to a seven (7)-hour time limit). Subsequent 

notices are allowed provided discovery is completed by the Fact 

Discovery Deadline or Expert Discovery Deadline, as applicable. 

May 8, 2023

Deadline for all parties to file rebuttal expert disclosures (“Rebuttal 

Expert Witness Disclosures”).

Deadline for parties who have served a Production Request on or 

before April 14, 2023 to serve up to one additional round of Production 

Requests.

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

May 15, 2023 Deadline for all parties to file rebuttal expert reports (“Rebuttal Expert 

Reports”).

May 17, 2023 Deadline for the Debtor to file a form of the New Master Indenture. 

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May 26, 2023

Deadline for all parties to serve requests for admission, limited to 

authentication of documents (“Admission Requests”). Responses and 

objections to such Admission Requests shall be served within four (4) 

business days of service of such Admission Requests. 

Deadline for completion of fact discovery (the “Fact Discovery 

Deadline”). 

Deadline for parties in interest who solely want access to documents in 

the Plan Depository to file a Discovery Notice. 

May 31, 2023 Deadline for the Debtor to file initial proposed confirmation order (the 

“Proposed Confirmation Order”). 

June 2, 2023

Deadline for completion of expert discovery (the “Expert Discovery 

Deadline”).

Deadline for all parties to file Daubert motions and motions in limine.

June 7, 2023

Voting Deadline & Election Deadline

Deadline for parties in interest to file:

• Objections to confirmation of the Plan (“Plan Objections”).

• Objections to Proposed Confirmation Order.

June 9, 2023 Deadline for all parties to file oppositions to Daubert motions and 

motions in limine.

June 16, 2023

Deadline for all parties to file replies in support of Daubert motions and 

motions in limine.

Deadline for all parties to file finalized witness lists, exhibit lists, and 

deposition designations.

June 21, 2023

Deadline for Debtor to file:

• Memorandum of law in support of confirmation of the Plan.

• Omnibus reply to Plan Objections and objections to the Proposed 

Confirmation Order.

• Witness Declarations.

• Vote Tabulation.

• Initial proposed findings of fact and conclusions of law 

(“Proposed Findings of Fact and Conclusions of Law”).

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Deadline for parties in interest to file statements or joinders in support 

of confirmation of the Plan.

Deadline for non-Debtor parties to file witness declarations.

June 23, 2023 Deadline for all parties to file counter-designations, objections to 

deposition designations, or objections to exhibit lists. 

June 28, 2023

Deadline for parties in interest to file objections to the (i) Vote 

Tabulation and/or (ii) Proposed Findings of Fact and Conclusions of 

Law.

June 30, 2023 Deadline for all parties to file objections to counter designations.

July 5, 2023 Deadline for Debtor to reply to objections to the (i) the Vote Tabulation 

and (ii) Proposed Findings of Fact and Conclusions of Law. 

Week of July 10, 

2023

(or a date 

convenient for the 

court)

[Virtual] hearing on motions in limine / pre-trial conference.

July 17–21, 24–28, 

2023 Confirmation Hearing

13. Voting Record Date. The voting record date is February 28, 2023 (the “Voting 

Record Date”), which is the date for determining which holders of Claims in Voting Classes 

(except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)6) are entitled to vote on the Plan. 

Therefore, only those creditors in a Class entitled to vote on the Plan and holding Claims against 

the Debtor (except in the ATOP Classes) as of the Voting Record Date are entitled to vote on the 

Plan.

6 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or election 

through the Automated Tender Offer Platform at The Depository Trust Company, the Voting Record Date shall 

not apply to the ATOP Classes; provided, however, the Voting Record Date shall apply to (i) any PREPA Revenue 

Bonds formerly insured by Assured in the primary market, and the principal amount of which was paid by Assured 

on or after the original maturity date of such bonds (the “Assured Matured Bonds”) or (ii) any claim arising from 

PREPA Revenue Bonds for which voting through ATOP cannot be established (“ATOP Ineligible Bonds”). The 

holder as of the Voting Record Date of the (i) claims arising from the Assured Matured Bonds (including, without 

limitation, Assured) and (ii) claims arising from ATOP Ineligible Bonds shall not be required to tender such bonds 

through ATOP, and instead shall be provided with a ballot with which to vote such claims.

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14. Voting Deadline. The deadline for voting on the Plan is June 7, 2023, at 5:00 p.m. 

(Atlantic Standard Time), unless such time is extended (the “Voting Deadline”). You are not

required to vote on the Plan to receive distributions pursuant to the terms of the Plan, if 

confirmed by the Court, and provided you hold an Allowed Claim. However, if you are a Settling 

Bondholder or National receiving the treatment provided to holders of Claims in Class 1, Class 

5, or Class 9, you should review your Uninsured Bond Settlement Agreement or National PSA, 

as applicable, prior to voting or abstaining from voting on the Plan, and how it may affect your 

right to receive distributions.

15. If you received a Solicitation Package, including a Ballot or Notice and intend to 

vote on the Plan, you must: (a) follow the instructions carefully; (b) complete all of the required 

information on the Ballot (as applicable); and (c) either (i) execute and return your completed 

Ballot according to and as set forth in detail in the voting instructions included in the Solicitation 

Package so that your Ballot is actually received by the Debtor’s solicitation agent, Kroll 

Restructuring Administration LLC (“Kroll” or the “Balloting Agent”)7on or before the Voting 

Deadline, or (ii) instruct your broker or nominee (each, a “Nominee”) to electronically deliver your 

bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust Company 

(“DTC”) in accordance with your desire to vote to accept or reject the Plan on or before the Voting 

Deadline. Failure to follow such instructions may disqualify your vote.

16. Election Deadline. The deadline for holders of Claims in Class 5 that have the 

right to make an election of the form of distributions pursuant to the Plan to make such election is 

on June 7, 2023, at 5:00 p.m. (Atlantic Standard Time), unless such time is extended (the 

“Election Deadline”). If you received an Election Notice with an option to make an election, you 

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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must: (a) follow the instructions carefully; and (b) deliver all of the required information according 

to and as set forth in detail in the election instructions so that it is received by your Nominee in 

sufficient time for your Nominee to actually effectuate your election through DTC’s ATOP on or 

before the Election Deadline.

17. Parties in Interest Not Entitled to Vote. Creditors in Class 14 (Section 510(b) 

Subordinated Claims) are deemed to reject the Plan and not entitled to vote.

18. Creditors in Class 10 (Ordinary Course Customer Claims) and Class 13

(Convenience Claims) are deemed to accept the Plan and not entitled to vote.

19. If a Claim is listed on the Debtor’s list of creditors [Case No. 17-4780, ECF No.

262] as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the earlier 

of the applicable bar date for the filing of proofs of claim established by the Court or the Voting 

Record Date (as applicable); or (ii) deemed timely filed by an order of the Court prior to the Voting 

Deadline, such Claim shall not be entitled to vote to accept or reject the Plan. Proofs of claim filed 

for $0.00 or Claims that have been expunged by order of the Court are also not entitled to vote.

20. If you have timely filed a proof of claim and disagree with the Debtor’s 

classification of, or objection to, your Claim and believe you should be entitled to vote on the Plan, 

you must serve the Debtor and the parties listed in paragraph 43 of the Disclosure Statement Order

and file with the Court (with a copy to Chambers) a motion (a “Rule 3018(a) Motion”) for an order 

pursuant to Rule 3018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) 

temporarily allowing your Claim in a different amount or in a different Class for purposes of voting 

to accept or reject the Plan. All Rule 3018(a) Motions must be filed on or before the tenth (10th) 

day after the later of (i) service of this Confirmation Hearing Notice and (ii) service of notice of 

an objection, if any, as to such Claim. In accordance with Bankruptcy Rule 3018(a), as to any to 

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any creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may 

be otherwise ordered by the Court prior to the Voting Deadline (June 7, 2023, at 5:00 p.m. 

(Atlantic Standard Time), which corresponds to 5:00 p.m. prevailing Eastern Time). 

Creditors may contact the Balloting Agent (i) via first class mail or via overnight courier, at Puerto 

Rico Ballot Processing, C/O Kroll Restructuring Administration LLC (f/k/a Prime Clerk LLC), 

850 Third Avenue, Suite 412, Brooklyn, NY 11232, (ii) by telephone at (844) 822-9231 (toll free 

for U.S. and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 

7:00 p.m. (Atlantic Standard Time) (Spanish available), or (iii) by email at 

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line), to receive an 

appropriate Ballot for any Claim for which a proof of claim has been timely filed and a Rule 

3018(a) Motion has been granted. Rule 3018(a) Motions that are not timely filed and served in 

the manner set forth herein shall not be considered.

21. If you wish to have your Claim temporarily allowed for voting purposes pursuant 

to Bankruptcy Rule 3018(a), a form of Rule 3018(a) motion together with instructions for filing 

and serving the motion is available at https://cases.ra.kroll.com/puertorico/.

22. Parties Who Will Not Be Treated as Creditors. Any holder of a Claim that (i) is 

scheduled in the List of Creditors at $0.00 and is not the subject of a timely filed proof of Claim 

or a proof of claim deemed timely filed with the Court pursuant to either the Bankruptcy Code or 

any order of the Court, or otherwise deemed timely filed under applicable law, or (ii) is not 

scheduled and is not the subject of a timely filed proof of claim or a proof of claim deemed timely 

filed with the Court pursuant to either the Bankruptcy Code or any order of the Court, or otherwise 

deemed timely filed under applicable law, shall not be treated as a creditor with respect to such 

Claim for purposes of (a) receiving notices regarding the Plan, and (b) voting on the Plan.

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23. Additional Information. Any party in interest wishing to obtain information about 

the solicitation procedures or copies of the Disclosure Statement or the Plan, including Spanish 

translations thereof, should contact the Balloting Agent, Kroll Restructuring Administration LLC, 

by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for 

international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish 

available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject 

line), or may view such documents by accessing either https://cases.ra.kroll.com/puertorico/ or the 

Court’s website, https://www.prd.uscourts.gov/. Please note that a Public Access to Court 

Electronic Records (“PACER”) (http://www.pacer.psc.uscourts.gov) password and login are 

needed to access documents on the Court’s website.

24. Bankruptcy Rules 2002(c)(3) and 3016(c)). In accordance with Bankruptcy 

Rules 2002(c)(3) and 3016(c), set forth below are the release, exculpation, and injunction 

provisions contained in the Plan:

Section 27(A) – Discharge and Release of Claims and Causes of Action:

1. Complete Satisfaction, Discharge, and Release

Except as expressly provided in the Plan or the Confirmation Order, all distributions and 

rights afforded under the Plan shall be, and shall be deemed to be, in exchange for, and in complete 

satisfaction, settlement, discharge, and release of, all Claims or Causes of Action against PREPA 

and Reorganized PREPA that arose, in whole or in part, prior to the Effective Date, relating to the 

Title III Case, the Debtor or Reorganized Debtor or any of their respective Assets, property, or 

interests of any nature whatsoever, including any interest accrued on such Claims from and after 

the Petition Date, and regardless of whether any property will have been distributed or retained 

pursuant to the Plan on account of such Claims or Causes of Action. Upon the Effective Date, the 

Debtor and Reorganized Debtor shall be deemed discharged and released from any and all Claims, 

Causes of Action, and any other Debts that arose, in whole or in part, prior to the Effective Date 

(including prior to the Petition Date), and all Debts of the kind specified in Bankruptcy Code 

sections 502(g), 502(h), or 502(i), whether or not (a) a Proof of Claim based upon such Debt is 

filed or deemed filed under Bankruptcy Code section 501, (b) a Claim based upon such Debt is 

allowed under Bankruptcy Code section 502 (or is otherwise resolved), or (c) the Holder of a Claim 

based upon such Debt voted to accept the Plan; provided, for the avoidance of doubt, this Article 

XXVII.A.1 does not extend to or include any claims, rights, or defenses (whether ordinary or 

affirmative) of the Vitol Parties related to the Vitol-SCC AP preserved pursuant to the Vitol 

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Settlement Agreement, and the Vitol Parties are not releasing and instead is expressly preserving, 

all of its claims, rights, or defenses related to the Vitol-SCC AP as provided in the Vitol Settlement 

Agreement.

2. Preclusion from Assertion of Claims Against the Debtor

All Entities shall be precluded from asserting any and all Claims or other obligations, suits, 

judgments, damages, Debts, rights, remedies, Causes of Action, or liabilities, of any nature 

whatsoever, including any interest accrued on such Claims from and after the Petition Date, against 

the Debtor and Reorganized Debtor and each of their respective Assets, property and rights, 

relating to the Title III Case, regardless of whether any property will have been distributed or 

retained pursuant to the Plan on account of such Claims or other obligations, suits, judgments, 

damages, Debts, rights, remedies, Causes of Action, or liabilities. In accordance with the 

foregoing, except as expressly provided in the Plan or the Confirmation Order, the Confirmation 

Order shall constitute a judicial determination, as of the Effective Date, of the discharge and release 

of all such Claims, Causes of Action, or Debt of or against the Debtor and the Reorganized Debtor 

pursuant to Bankruptcy Code sections 524 and 944, applicable to the Title III Case pursuant to 

PROMESA section 301, and such discharge shall void and extinguish any judgment obtained 

against the Debtor or Reorganized Debtor and their respective Assets, and property at any time, to 

the extent such judgment is related to a discharged Claim, Debt, or liability. As of the Effective 

Date, and in consideration for the value provided under the Plan, each Holder of a Claim in any 

Class under this Plan shall be and hereby is deemed to release and forever waive and discharge as 

against the Debtor and Reorganized Debtor, and their respective Assets and property and all such 

Claims; provided, for the avoidance of doubt, this Article XXVII.A.2 does not extend to or include 

any claims, rights, or defenses (whether ordinary or affirmative) of the Vitol Parties related to the 

Vitol-SCC AP preserved pursuant to the Vitol Settlement Agreement, and the Vitol Parties are is 

not releasing and instead is expressly preserving, all of its claims, rights, or defenses related to the 

Vitol-SCC AP as provided in the Vitol Settlement Agreement.

3. Injunction Related to Discharge of Claims

Except as otherwise expressly provided in this Article XXVII of the Plan, the Confirmation 

Order or such other Final Order of the Title III Court that may be applicable, all Entities who have 

held, hold, or may hold Claims or any other Debt or liability that is discharged or released pursuant 

to Article XXVII hereof or who have held, hold, or may hold Claims or any other Debt or liability 

that is discharged or released pursuant to Article XXVII hereof are permanently enjoined, from 

and after the Effective Date, from (a) commencing or continuing, directly or indirectly, in any 

manner, any action or other proceeding (including, without limitation, any judicial, arbitral, 

administrative, or other proceeding) of any kind on any such Claim or other Debt or liability that 

is discharged or released pursuant to the Plan against any of the Released Parties or any of their 

respective Assets or property, (b) the enforcement, attachment, collection, or recovery by any 

manner or means of any judgment, award, decree, or order against any of the Released Parties or 

any of their respective assets or property on account of any Claim or other Debt or liability that is 

discharged or released pursuant to the Plan, (c) creating, perfecting, or enforcing any encumbrance 

of any kind against any of the Released Parties or any of their respective assets or property on

account of any Claim or other Debt or liability that is discharged or released pursuant to the Plan, 

and (d) except to the extent provided, permitted, or preserved by Bankruptcy Code sections 553, 

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555, 556, 559, or 560 or pursuant to the common law right of recoupment, asserting any right of 

setoff, subrogation, or recoupment of any kind against any obligation due from any of the Released 

Parties or any of their respective assets or property, with respect to any such Claim or other Debt 

or liability that is discharged or released pursuant to the Plan. Such injunction shall extend to all 

successors and assigns of the Released Parties and their respective assets and property.

Section 27(B) – Releases by the Debtor and Reorganized Debtor:

Except as otherwise expressly provided in the Plan or the Confirmation Order, on the 

Effective Date, and for good and valuable consideration, each of the Debtor and Reorganized 

Debtor, the Distribution Agent and each of the Debtor’s and Reorganized Debtor’s Related Persons 

shall be deemed to have and hereby does irrevocably and unconditionally, fully, finally, and 

forever waive, release, acquit, and discharge the Released Parties from any and all Claims or 

Causes of Action that the Debtor, Reorganized Debtor, and the Distribution Agent, or any of them, 

or anyone claiming through them, on their behalf or for their benefit, have or may have or claim 

to have, now or in the future, against any Released Party that are Released Claims or otherwise are 

based upon, relate to, or arise out of or in connection with, in whole or in part, any act, omission, 

transaction, event, or other circumstance relating to the Title III Case, the Fuel Line Lender PSA, 

the National PSA, or the Debtor taking place or existing on or prior to the Effective Date, and/or 

any Claim, act, fact, transaction, occurrence, statement, or omission in connection with or alleged 

or that could have been alleged, including, without limitation, any such Claim, demand, right, 

liability, or cause of action for indemnification, contribution, or any other basis in law or equity 

for damages, costs, or fees.

Section 27(C) – Releases by Holders of Claims:

Notwithstanding anything contained in this Plan to the contrary, as of the Effective Date, 

for good and valuable consideration, each Holder of a Claim is deemed to have released and 

discharged the Debtor and the Reorganized Debtor from any and all Causes of Action, whether 

known or unknown, including any derivative claims, asserted on behalf of the Debtor, that such 

Entity would have been legally entitled to assert (whether individually or collectively), based on 

or relating to, or in any manner arising from, in whole or in part, the Debtor (including 

management, ownership, or operation thereof), the Debtor’s in- or out-of-court restructuring 

efforts, intercompany transactions, the Title III Case, the formulation, preparation, dissemination, 

negotiation, or filing of the Disclosure Statement, the Plan, the Uninsured Bond Settlement 

Agreement, the Vitol Settlement Agreement, the Restructuring Transactions, the Fuel Line Lender 

PSA, the National PSA, or any contract, instrument, release, or other Definitive Documents, 

agreement, or document created or entered into in connection with the Disclosure Statement, or 

the Plan, the filing of the Title III Case, the pursuit of Confirmation, the pursuit of consummation, 

the administration and implementation of the Plan, including the issuance or distribution of

securities pursuant to the Plan, or the distribution of property under the Plan or any other related 

agreement, or upon any other related act or omission, transaction, agreement, event, or other 

occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary 

in the foregoing, the releases set forth above do not release any post-Effective Date obligations of 

any party or Entity under the Plan, the Restructuring Transactions, or any document, instrument, 

or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.

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Section 27(D) – Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or 

incur, and each Exculpated Party is released and exculpated from any Cause of Action for any 

claim related to any act or omission in connection with, relating to, or arising out of, the Title III 

Case, the formulation, preparation, dissemination, negotiation, or filing of the Fuel Line Lender 

PSA, the National PSA, Disclosure Statement, the Plan, the Uninsured Bond Settlement 

Agreement, the Vitol Settlement Agreement, or any Restructuring Transaction, contract, 

instrument, release or other Definitive Document, agreement, or document created or entered into 

in connection with the Disclosure Statement or the Plan, the filing of the Title III Case, the pursuit 

of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, 

including the issuance of securities pursuant to the Plan, or the distribution of property under the 

Plan or any other related agreement, except for claims related to any act or omission that is 

determined in a Final Order to have constituted actual fraud or gross negligence, but in all respects 

such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their 

duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon completion 

of the Plan shall be deemed to have, participated in good faith and in compliance with the 

applicable laws with regard to the solicitation of votes and distribution of consideration pursuant 

to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any 

time for the violation of any applicable law, rule, or regulation governing the solicitation of 

acceptances or rejections of the Plan or such distributions made pursuant to the Plan. For the 

avoidance of doubt, notwithstanding anything contained herein to the contrary, the Plan shall not, 

and shall not be construed to, release or exculpate, any payment obligation under the applicable 

National Insurance Policy, to any beneficial holder of National Insured Bonds, in accordance with 

its terms solely to the extent of any failure of such holder to receive the treatment provided to 

Holders of Claims in Class 5 (or any claims that National may have against a beneficial holder of 

National Insured Bonds with respect to National’s applicable obligations under the National 

Insurance Policies).

Section 27(E) – Injunction

As of the Effective Date, all Entities that hold, have held, or may hold a Released Claim 

that is released pursuant to this Article XXVII of the Plan, are, and shall be, permanently, forever 

and completely stayed, restrained, prohibited, barred, and enjoined from taking any of the 

following actions, whether directly or indirectly, derivatively, or otherwise, on account of or based 

on the subject matter of such discharged Released Claims: (i) commencing, conducting, or 

continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including, 

without limitation, any judicial, arbitral, administrative, or other proceeding) in any forum; (ii) 

enforcing, attaching (including, without limitation any prejudgment attachment), collecting, or in 

any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting, 

or in any way enforcing in any matter, directly or indirectly, any Lien; (iv) setting off, seeking 

reimbursement or contributions from, or subrogation against, or otherwise recouping in any 

manner, directly or indirectly, any amount against any liability or obligation owed to any Entity 

released under Article XXVII hereof; and (v) commencing or continuing in any manner, in any 

place of any judicial, arbitration, or administrative proceeding in any forum, that does not comply 

with or its inconsistent with the provisions of the Plan or the Confirmation Order.

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Section 36(C) – Supplemental Injunction

Notwithstanding anything contained herein to the contrary, except to the limited extent 

provided in the Plan, all Entities, including Entities acting on their behalf, who currently hold or 

assert, have held or asserted, or may hold or assert, any Released Claims against any of the 

Released Parties based upon, attributable to, arising out of or relating to the Title III Case or any 

Claim against the Debtor, whenever and wherever arising or asserted, whether in the U.S. or 

anywhere else in the world, whether sounding in tort, contract, warranty, statute, or any other 

theory of law, equity or otherwise, shall be, and shall be deemed to be, permanently stayed, 

restrained and enjoined from taking any action against any of the Released Parties for the purpose 

of directly or indirectly collecting, recovering or receiving any payment or recovery with respect 

to any Released Claims arising prior to the Effective Date (including prior to the Petition Date), 

including, but not limited to:

1. Commencing or continuing in any manner any action or other proceeding of any 

kind with respect to any such Released Claim against any of the Released Parties 

or the assets or property of any Released Party;

2. Enforcing, attaching, collecting, or recovering, by any manner or means, any 

judgment, award, decree, or order against any of the Released Parties or the assets 

or property of any Released Party with respect to any such Released Claim;

3. Creating, perfecting, or enforcing any Lien of any kind against any of the Released 

Parties or the assets or property of any Released Party with respect to any such 

Released Claim;

4. Except as otherwise expressly provided in the Plan or the Confirmation Order, 

asserting, implementing or effectuating any setoff, right of subrogation, indemnity, 

contribution, or recoupment of any kind against any obligation due to any of the 

Released Parties or against the property of any Released Party with respect to any 

such Released Claim; and

5. Taking any act, in any manner, in any place whatsoever, that does not conform to, 

or comply with, the provisions of the Plan or the Confirmation Order, provided, 

however, that the Debtor’s compliance with the formal requirements of Bankruptcy 

Rule 3016 shall not constitute an admission that the Plan provides for any injunction 

against conduct not otherwise enjoined under the Bankruptcy Code.

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Dated: ___________ 2023

San Juan, Puerto Rico

Respectfully submitted,

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for 

PREPA

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Schedule 3(a)

Form of Notice of Voting Instructions for 

Settling Bondholder Claims in Class 1 (Settling Bondholder Claims), Non-Settling 

Bondholder Claims in Class 2 (Non-Settling Bondholder and Non-Settling Monoline 

Claims), and Holders of Claims in Class 4 (Fuel Line Loan Claims)

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF VOTING INSTRUCTIONS FOR [SETTLING BONDHOLDER CLAIMS IN 

CLASS 1] / [NON-SETTLING BONDHOLDER CLAIMS IN CLASS 2] / [HOLDERS OF

CLAIM IN CLASS 4]

This Notice of Voting (the “Notice”) is being sent to the beneficial holders of securities 

[issued by the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”)]

2

giving rise to 

claims in Class [1 / 2 / 4] of the Modified Second Amended Title III Plan of Adjustment of the 

Puerto Rico Electric Power Authority, dated March 1, 2023 [Case No. 17-BK-4780, ECF No. 

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

2

[Applicable only to Classes 1 and 2.]

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2

_____]3(as the same may be updated, supplemented, amended and/or otherwise modified from 

time to time, the “Plan”).

4

 The [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates]

and the relevant CUSIPs are described on Exhibit A attached hereto.

[PREPA Revenue Bond Claim. Settling Bondholders that are Holders of PREPA Revenue 

Bond Claims in Class 1 may vote to accept or reject the Plan.] [PREPA Revenue Bond Claim. 

Non-Settling Bondholders that are Holders of PREPA Revenue Bond Claims in Class 2 may vote 

to accept or reject the Plan.]

The Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”), 

as representative of PREPA, is soliciting votes with respect to the Plan, from the holders of certain 

impaired Claims against PREPA. By order dated [●], 2023 [ECF No. ___] (the “Disclosure 

Statement Order”), the Court approved the Disclosure Statement for the Modified Second Amended 

Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, March 1, 2023 [ECF No. 

___] (as the same may be updated, supplemented, amended and/or otherwise modified from time 

to time, including all exhibits and attachments thereto, the “Disclosure Statement”), and authorized 

the Debtor to solicit votes with respect to the acceptance or rejection of the Plan. Instructions to 

cast your vote are below.

Electronic copies of the Plan and Disclosure Statement are enclosed in the package 

containing this Notice. If you have any questions regarding this Notice, please contact the 

Balloting Agent by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 

486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard 

Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA 

Solicitation’ in the subject line).

* * * * *

VOTING PROCESS

If you are a beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust 

Certificates] giving rise to Impaired Claims in Class [1 / 2 / 4], you are entitled to cast a vote 

either to accept or reject the Plan. To have your vote counted, you must properly vote in 

accordance with these instructions so that your vote is actually received no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023.

You are encouraged to review the entire Disclosure Statement before casting your vote to accept 

or reject the Plan.

How to Submit a Valid Vote

If you wish to cast a vote to accept or reject the Plan, you must: 

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

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3

• instruct your bank, broker or other intermediary through which you hold your [bonds] 

/ [trust certificates] in ‘street name’ (each, a “Nominee”) to electronically deliver your 

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via the Automated 

Tender Offer Program (“ATOP”) at The Depository Trust Company (“DTC”) in 

accordance with your desire to vote to accept or reject the Plan.

In addition, by delivering your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates]

via ATOP, you are certifying that:

1. either (a) your vote cast is the only vote cast by you on account of a [PREPA Revenue 

Bond Claim] / [Fuel Line Loan Claim], or (b) in addition to the vote cast, one or more 

additional votes (“Additional Votes”) on account of other [PREPA Revenue Bond 

Claims] / [Fuel Line Loan Claims] have been cast by one or more Nominees, and you 

have provided (or coordinated with your Nominee to provide) the Numerosity Spreadsheet 

(as defined below) to the Balloting Agent by the Voting Deadline;

2. you have voted all of your Claims on account of your [PREPA Revenue Bonds] / [Fuel 

Line Loans] to either accept or reject the Plan and acknowledge that no split votes will be 

permitted, and that if you cast conflicting votes in respect of such Claims on account of

your [PREPA Revenue Bonds] / [Fuel Line Loans], all votes cast by you will be 

disregarded;

3. you are the holder of the Claims in Class [1 / 2 / 4] on account of [PREPA Revenue Bonds] 

/ [Fuel Line Loans] to which this Notice pertains or are an authorized signatory of such 

holder, and have full power and authority to vote to accept or reject the Plan; and

4. you have been provided with a copy of the Plan, Disclosure Statement, and Disclosure 

Statement Order, and acknowledge that the vote cast pursuant to these instructions is 

subject to all the terms and conditions set forth in the Plan, Disclosure Statement, and 

Disclosure Statement Order.

No paperwork is required to be delivered to Kroll Restructuring Administration LLC to cast a vote 

(except in the limited circumstance noted below in the section titled “Numerosity Information 

Request – Applicable Only for Beneficial Holders Submitting More Than One Instruction Through 

ATOP”). The sole means of casting a vote is to validly tender your [PREPA Revenue Bonds] / 

[Fuel Line Loan Trust Certificates] into the proper ATOP envelope at DTC.

THE VOTING DEADLINE IS

5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Voting Deadline.”

NOTE REGARDING RESTRICTIONS ON TRANSFER IF YOU TENDER YOUR [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]: IF YOU TENDER 

YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]

THROUGH ATOP, IT IS ANTICIPATED THAT YOU WILL BE RESTRICTED FROM 

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4

TRANSFERRING YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST 

CERTIFICATES] UNTIL IMMEDIATELY AFTER THE FIRST BUSINESS DAY 

FOLLOWING THE VOTING DEADLINE, OR AS SOON AS PRACTICABLE 

THEREAFTER, BUT NO LATER THAN JUNE 21, 2023.

YOU MAY, HOWEVER, TRADE OR TRANSFER YOUR TENDERED [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] BY REVOKING

YOUR VOTE AND WITHDRAWING ANY TENDERED [PREPA REVENUE BONDS] / 

[FUEL LINE LOAN TRUST CERTIFICATES] AT ANY TIME BEFORE THE VOTING 

DEADLINE. 

IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER YOUR 

[PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] PRIOR TO

THE VOTING DEADLINE, THEN YOU SHOULD NOT TENDER YOUR [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] THROUGH ATOP.

* * * * *

How to Revoke a Valid Vote

You may revoke your vote to accept or reject the Plan and withdraw your [PREPA Revenue 

Bonds] / [Fuel Line Loan Trust Certificates] tendered through DTC’s ATOP at any time before 

the Voting Deadline. 

If you wish to revoke your vote, you must instruct your Nominee to revoke your vote and withdraw 

your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via ATOP at DTC (which 

withdrawal will be confirmed by Kroll Restructuring Administration LLC (“Kroll”)5once notified 

by DTC of the withdrawal request). No paperwork is required to be delivered to Kroll to effectuate 

the revocation.

If you revoke your vote any time before the Voting Deadline, you may vote again at any time 

before the Voting Deadline, in accordance with the instructions to submit a valid vote above.

* * * * *

Nominee Information Submission

Any Nominees with beneficial holder clients who submit vote(s) to reject the Plan on account of 

Claims Class 1 (Settling Bondholder Claims), must send an Excel spreadsheet to 

puertoricoballots@ra.kroll.com (with ‘PREPA Nominee Spreadsheet’ in the subject line) 

containing the name(s), address(es), and ATOP instruction confirmation number(s) (also referred 

to as ATOP voluntary offer instruction(s) or “VOI(s)”) associated with each vote to reject the Plan.

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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5

* * * * *

Numerosity Information Submission

(Applicable Only for Beneficial Holders Submitting More than One Vote Through ATOP) 

Any beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] that 

holds multiple CUSIPs of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and 

submits more than one vote through one or more Nominees, MUST submit (or coordinate with 

their Nominee(s) to submit) a list of all such ATOP instruction confirmation numbers (also referred 

to as ATOP voluntary offer instructions or “VOIs”). The Balloting Agent has made available a 

template electronic spreadsheet (the “Numerosity Spreadsheet”) on its website at: 

https://cases.primeclerk.com/puertorico (click on the link titled “Numerosity Spreadsheet”). 

Please return (or coordinate with your Nominee to return) the Numerosity Spreadsheet to the 

Balloting Agent in Excel format via email to https://cases.ra.kroll.com/puertorico/ (with ‘PREPA 

Numerosity Spreadsheet’ in the subject line). If you anticipate any difficulty in submitting your 

Numerosity Spreadsheet in Excel format, please contact Kroll at (844) 822-9231 (toll free for U.S. 

and Puerto Rico) or (646) 486-7944 (for international callers) or by e-mail at 

puertoricoballots@ra.kroll.com (with ‘PREPA Numerosity Spreadsheet’ in the subject line).

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you 

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT 

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC, BY 

TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 

486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. 

(ATLANTIC STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE). PLEASE NOTE THAT KROLL IS NOT AUTHORIZED TO 

PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE.

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6

Exhibit A

Description CUSIP

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Schedule 3(b)

Form of Ballot for Non-Settling Monolines on Account of Claims in 

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

BALLOT FOR 

NON-SETTLING MONOLINES ON ACCOUNT OF CLAIMS IN CLASS 2 

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight Board”), 

as representative of the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), 

pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),2is soliciting votes with respect to the Modified Second Amended Title III Plan 

of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case No. 17-

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

2 PROMESA is codified at 48 U.S.C. §§2101-2241

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2

BK-4780, ECF No. _____]3(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims 

against PREPA. 

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court 

approved the Disclosure Statement for the Modified Second Amended Title III Plan of Adjustment 

of the Puerto Rico Electric Power Authority, dated March 1, 2023 [ECF No. ___] (as the same 

may be updated, supplemented, amended and/or otherwise modified from time to time, including 

all exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to 

solicit votes with respect to the acceptance or rejection of the Plan. 

Copies of the Plan and Disclosure Statement are enclosed in the package containing this 

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings 

given to such terms in the Plan. If you have any questions regarding the proper completion 

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the 

“Balloting Agent”),

4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or 

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic 

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with 

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Non-Settling Monoline. Pursuant to the Disclosure 

Statement Order, a Non-Settling Monoline is entitled to vote to accept or reject the Plan on account 

of Impaired Claims in Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

arising from securities insured by such Non-Settling Monoline. To have your vote counted, you 

must complete, sign, and return this Ballot so that it is received by the Balloting Agent no 

later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended 

(the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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3

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the 

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is 

extended by the Debtor. 

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4

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the 

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s rights 

in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the 

Plan shall be in an amount as determined by the procedures set forth in the Disclosure Statement 

Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii) a 

proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any Claim

or the right to vote on account of securities giving rise to such Claim. 

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 2 

(Non-Settling Bondholder and Non-Settling Monoline Claims) set forth below in the following 

aggregate amount:

$ 

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to (please 

check one):

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit 

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website 

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit your 

customized electronic Ballot:

Unique E-Ballot ID#: 

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via electronic 

or online transmission. Ballots submitted by facsimile, email or other means of electronic 

transmission will not be counted.

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5

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of 

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you 

receive, as applicable. 

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper 

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided with 

a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The undersigned 

certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it has asserted full 

power and authority to vote to accept or reject the Plan. The undersigned further acknowledges 

that the Debtor’s solicitation of votes is subject to all terms and conditions set forth in the 

Disclosure Statement and the order of the District Court approving the Disclosure Statement and 

the procedures for the solicitation of votes to accept or reject the Plan contained therein.

Name of Holder: 

(Print or Type)

 

Signature: 

Name of Signatory: 

(If other than holder)

Title: 

Address: 

 

 

Telephone 

Number: 

Email: 

Date Completed: 

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6

VOTING INSTRUCTIONS FOR A NON-SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 2 

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]5(as the same may be 

updated, supplemented, amended and/or otherwise modified from time to time, the “Plan”), and 

(ii) consent to the injunction and release provisions of the Plan if you vote to accept the Plan. The 

terms of the Plan are described in the Disclosure Statement for the Modified Second Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [ECF 

No. ___] (as the same may be updated, supplemented, amended and/or otherwise modified from 

time to time, including all exhibits and attachments thereto, the “Disclosure Statement”). All 

capitalized terms used but not otherwise defined herein or in the Ballot shall have the meanings 

given to such terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE 

STATEMENT CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of 

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims 

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the 

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the 

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and 

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting 

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section 

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims 

against the Debtor (including those holders who abstain from voting on or reject the Plan, and 

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and 

the transactions contemplated thereby, whether or not they vote and whether or not they accept the 

Plan.

3. To have your vote counted, you must properly complete, sign, and return this 

Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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7

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

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8

4. To properly complete the Ballot, you must follow the procedures described below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the 

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your 

relationship to such entity and the capacity in which you are signing and submit 

satisfactory evidence of your authority to so act (e.g., a power of attorney or a 

certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one Ballot

or Ballot, labeled for a different Class of Claims. Your vote will be counted in 

determining acceptance or rejection of the Plan by a particular Class of Claims 

against the Debtor only if you complete, sign, and return the Ballot labeled for 

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the Balloting 

Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent, 

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies 

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU: 

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT, 

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT, 

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR 

THE PLAN, 

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC 

FORMAT AND DESIRE PAPER COPIES, OR 

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED 

MATERIALS, 

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9

PLEASE CONTACT THE BALLOTING AGENT BY:

• TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR 

• EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA 

SOLICITATION’ IN THE SUBJECT LINE). 

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF, 

THE DEBTOR, OR THE COURT.

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Schedule 3(c)

Form of Ballot for National on Account of Claims in 

Class 5 (National Insured Bond Claims) 

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Document Page 70 of 366
IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

BALLOT FOR NATIONAL ON ACCOUNT OF CLAIMS

IN CLASS 5 (NATIONAL INSURED BOND CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight Board”), 

as representative of the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), 

pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),2is soliciting votes with respect to the Modified Second Amended Title III Plan 

of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case No. 17-

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

2 PROMESA is codified at 48 U.S.C. §§2101-2241

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2

BK-4780, ECF No. _____]3(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims 

against PREPA. 

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court 

approved the Disclosure Statement for the Modified Second Amended Title III Plan of Adjustment 

of the Puerto Rico Electric Power Authority, dated March 1, 2023 [ECF No. ___] (as the same 

may be updated, supplemented, amended and/or otherwise modified from time to time, including 

all exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to 

solicit votes with respect to the acceptance or rejection of the Plan. 

Copies of the Plan and Disclosure Statement are enclosed in the package containing this 

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings 

given to such terms in the Plan. If you have any questions regarding the proper completion 

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the 

“Balloting Agent”),

4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or 

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic 

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with 

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by National Public Finance Guarantee Corporation

(“National”). Pursuant to the Disclosure Statement Order, National is entitled to accept or reject 

the Plan on account of Impaired Claims in Class 5 (National Insured Bond Claims) arising from 

securities insured by National. To have your vote counted, you must complete, sign, and return 

this Ballot so that it is received by the Balloting Agent no later than 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023, unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 72 of 366
3

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the 

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is 

extended by the Debtor. 

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the 

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s rights 

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4

in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the 

Plan shall be in an amount as determined by the procedures set forth in the Disclosure Statement 

Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii) a 

proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any Claim. 

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 5

(National Insured Bond Claims) set forth below in the following aggregate amount:

$ 

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to (please 

check one):

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit 

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website 

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit your 

customized electronic Ballot:

Unique E-Ballot ID#: 

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via electronic 

or online transmission. Ballots submitted by facsimile, email or other means of electronic 

transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of 

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you 

receive, as applicable. 

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5

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper 

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided with 

a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The undersigned 

certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it has full power 

and authority to vote to accept or reject the Plan. The undersigned further acknowledges that the 

Debtor’s solicitation of votes is subject to all terms and conditions set forth in the Disclosure 

Statement and the order of the District Court approving the Disclosure Statement and the 

procedures for the solicitation of votes to accept or reject the Plan contained therein.

Name of Holder: 

(Print or Type)

 

Signature: 

Name of Signatory: 

(If other than holder)

Title: 

Address: 

 

 

Telephone 

Number: 

Email: 

Date Completed: 

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6

VOTING INSTRUCTIONS FOR NATIONAL ON ACCOUNT OF CLAIMS IN CLASS 5 

(NATIONAL INSURED BOND CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the Modified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated 

March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]5(as the same may be updated, 

supplemented, amended and/or otherwise modified from time to time, the “Plan”), and (ii) consent 

to the injunction and release provisions of the Plan if you vote to accept the Plan. The terms of 

the Plan are described in the Disclosure Statement for the Modified Second Amended Title III Plan 

of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [ECF No. ___] 

(as the same may be updated, supplemented, amended and/or otherwise modified from time to 

time, including all exhibits and attachments thereto, the “Disclosure Statement”). All capitalized 

terms used but not otherwise defined herein or in the Ballot shall have the meanings given to such 

terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT 

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of 

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims 

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the 

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the 

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and 

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting 

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section 

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims 

against the Debtor (including those holders who abstain from voting on or reject the Plan, and 

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and 

the transactions contemplated thereby, whether or not they vote and whether or not they accept the 

Plan.

3. To have your vote counted, you must properly complete, sign, and return this 

Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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7

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

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8

4. To properly complete the Ballot, you must follow the procedures described below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the 

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your 

relationship to such entity and the capacity in which you are signing and submit 

satisfactory evidence of your authority to so act (e.g., a power of attorney or a 

certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one Ballot, 

labeled for a different Class of Claims. Your vote will be counted in 

determining acceptance or rejection of the Plan by a particular Class of Claims 

against the Debtor only if you complete, sign, and return the Ballot labeled for 

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the Balloting 

Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent, 

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies 

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU: 

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT, 

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT, 

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR 

THE PLAN, 

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC 

FORMAT AND DESIRE PAPER COPIES, OR 

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED 

MATERIALS, 

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9

PLEASE CONTACT THE BALLOTING AGENT BY:

• TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR 

• EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA 

SOLICITATION’ IN THE SUBJECT LINE). 

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF, 

THE DEBTOR, OR THE COURT.

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Schedule 3(d)

Form of Ballot for

Holders of Claims in Class 3 (Pension

Claim), Class 6 (National Reimbursement

Claim), Class 7 (General Unsecured

Claims), Class 8 (Vitol Claims), Class 9

(Assured Insured Interest Rate Swaps Claims),

Class 11 (Eminent Domain/Inverse Condemnation

Claims), and Class 12 (Federal Claims),

Holders of Claims arising from Assured Matured

Bonds, and Holders of Claims Arising from ATOP Ineligible Bonds 

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

BALLOT FOR [HOLDERS OF CLAIMS

IN [CLASS 1 (SETTLING BONDHOLDER

CLAIMS)2] / [CLASS 2 (NON-SETTLING BONDHOLDER

AND NON-SETTLING MONOLINE CLAIMS)3

] / [CLASS 3 (PENSION CLAIM)] / [CLASS

6 (NATONAL REIMBURSEMENT CLAIMS)] / [CLASS

7 (GENERAL UNSECURED CLAIMS)] / [CLASS 8 (VITOL

CLAIMS)] / [CLASS 9 (ASSURED INSURED INTEREST RATE

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

2

[NTD: ATOP Ineligible Bonds]

3

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

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2

SWAPS CLAIMS)] / [CLASS 11 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 12 (FEDERAL CLAIMS)]] 

The Financial Oversight And Management Board For Puerto Rico (the “Oversight Board”), 

as representative of the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), 

pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),4is soliciting votes with respect to the Modified Second Amended Title III Plan 

of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case No. 17-

BK-4780, ECF No. _____]5(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims 

against PREPA. 

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court 

approved the Disclosure Statement for the Modified Second Amended Title III Plan of Adjustment 

of the Puerto Rico Electric Power Authority, dated March 1, 2023 [ECF No. ___] (as the same 

may be updated, supplemented, amended and/or otherwise modified from time to time, including 

all exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to 

solicit votes with respect to the acceptance or rejection of the Plan. 

Copies of the Plan and Disclosure Statement are enclosed in the package containing this 

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings 

given to such terms in the Plan. If you have any questions regarding the proper completion 

of this Ballot, please contact Kroll Restructuring Administration LLC (f/k/a Prime Clerk 

LLC) (“Kroll” or the “Balloting Agent”),

6 by telephone at (844) 822-9231 (toll free for U.S. 

and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 

p.m. (Atlantic Standard Time) (Spanish available), or by email at 

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by holders of Claims in the Classes listed below. To 

have your vote counted, you must complete, sign, and return this Ballot so that it is received 

by the Balloting Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, 

unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot” 

link. Follow the instructions set forth on the website. You are encouraged to submit 

your Ballot via the E-Ballot platform. If you choose to submit your Ballot via the EBallot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

4 PROMESA is codified at 48 U.S.C. §§2101-2241

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

6

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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3

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform).

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4

The Ballot must actually be received by the Balloting Agent by no later than the 

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is 

extended by the Debtor. 

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the 

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s rights 

in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the 

Plan shall be in an amount as determined by the procedures set forth in the Disclosure Statement 

Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii) a 

proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any Claim. 

Pursuant to the Plan, you may be required, as a condition to receiving any distribution on 

your Claim, to complete the appropriate Internal Revenue Service Form W-8 or Form W-9, as 

applicable. Information relating to these forms and instructions on filling them out can be found 

on the Internal Revenue Service’s website: https://www.irs.gov/.

(Continued on Next Page)

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5

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds the Claim(s) in [[Class 

1 (Settling Bondholder Claims)1] / [Class 2 (Non-Settling Bondholder and Non-Settling Monoline 

Claims)2] [Class 3 (Pension Claim)] / [Class 6 (National Reimbursement Claim] / [Class 7

(General Unsecured Claims)] / [Class 8 (Vitol Claims)] / [Class 9 (Assured Insured Interest Rate 

Swaps Claims)] / [Class 11 (Eminent Domain/Inverse Condemnation Claims)] / [Class 12 (Federal 

Claims)]] / as of February 28, 2023, the Voting Record Date, as set forth below in the following 

aggregate amount:

$ 

To submit your [election in Item 2 and] / [information in Item 2 and] vote in Item [2] / [3] below

via the “E-Ballot” platform, please visit https://cases.ra.kroll.com/puertorico. Click on the 

“Submit E-Ballot” section of the website and follow the instructions to submit your ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit your 

customized electronic Ballot:

Unique E-Ballot ID#: 

Kroll’s “E-Ballot” platform is the sole manner in which elections and votes will be accepted via 

electronic or online transmission. Elections and votes submitted by facsimile, email or other 

means of electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of your 

electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you receive, as 

applicable. 

Creditors who make an election or vote using Kroll’s “E-Ballot” platform should NOT also submit 

a paper Ballot.

Item 2.

3 Election to be Treated as Convenience Claim (Class 13).

Pursuant to the Plan, any holder of an Allowed PREPA General Unsecured Claim may elect to 

(a) reduce the amount of such Allowed Claim to $10,000.00 and (b) have such reduced Claim be 

1

[NTD: ATOP Ineligible Bonds]

2

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

3

 [Item 2 election only to be included for ballots delivered to holders of Claims in Class 7 (General Unsecured 

Claims)]. 

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6

treated pursuant to Class 13 (Convenience Claims), receiving a projected recovery of 100% of 

such reduced claim.

Any holder of multiple Allowed PREPA General Unsecured Claims may elect to (a) reduce the 

amount of such multiple Claims to an aggregate amount of $20,000.00 and (b) have such reduced 

claims be treated pursuant to Class 13 (Convenience Claims), receiving a projected recovery of 

100% of such reduced claim; provided, however, that the aggregate amount of consideration to be 

made available to Convenience Claims shall be One Million Dollars ($1,000,000.00); and 

provided, further, that in the event the Convenience Cap is exceeded, holders of Allowed 

Convenience Claims shall receive a Pro Rata Share of the Convenience Cap. If you hold multiple

Allowed PREPA General Unsecured Claims, receive more than one ballot, and wish to make this 

election, you must make a consistent election on all the ballots you received for them to be treated 

pursuant to Class 13 (Convenience Claims). If the ballots do not all consistently elect to be treated 

Class 13 (Convenience Claims), such election will not be effective.

If you elect to have your Claim reduced and treated as a Convenience Claim in Class 13, you will 

be deemed to have accepted the Plan as a holder of a Claim in Class 13 (Convenience Claims).

* * * * *

The undersigned holder of a General Unsecured Claim in Class 7 in the amount set forth in Item 

1 above hereby elects to have such holder’s General Unsecured Claim (a) reduced to $10,000.00 

(and if such holder holds multiple Allowed PREPA General Unsecured Claims, such multiple 

claims reduced to an aggregate amount of $20,000.00) and (b) treated as a Convenience Claim in 

Class 13. 

 Elect to be Treated as Convenience Claim in Class 13

(Available only to holders of Claims in Class 7)

If you make the election above, skip to Item 4 below as you are deemed to have accepted 

the Plan.

Item [2] / [3]. Vote on Plan [(skip if you have elected to be treated as a Convenience 

Claim in Item 2 above)].

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to (please 

check one):

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

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7

Item [3] / [4]. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided with 

a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The undersigned 

certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it has full power 

and authority to vote to accept or reject the Plan [and make the election in Item 2 above]. The 

undersigned further acknowledges that the Debtor’s solicitation of votes is subject to all terms and 

conditions set forth in the Disclosure Statement and the order of the District Court approving the 

Disclosure Statement and the procedures for the solicitation of votes to accept or reject the Plan 

contained therein.

Name of Holder: 

(Print or Type)

 

Signature: 

Name of Signatory: 

(If other than holder)

Title: 

Address: 

 

 

Telephone 

Number: 

Email: 

Date Completed: 

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8

VOTING

AND ELECTION INSTRUCTIONS FOR COMPLETING

THE BALLOT FOR CLAIMS IN [CLASS 1

(SETTLING BONDHOLDER CLAIMS)4] / [CLASS 2 (NON-SETTLING

BONDHOLDER AND NON-SETTLING MONOLINE

CLAIMS)5] / [CLASS 3 (PENSION CLAIM)]

/ [CLASS 6 (NATONAL REIMBURSEMENT CLAIMS)]

/ [CLASS 7 (GENERAL UNSECURED CLAIMS)] / [CLASS

8 (VITOL CLAIMS)] / [CLASS 9 (ASSURED INSURED INTEREST

RATE SWAPS CLAIMS)] / [CLASS 11 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 12 (FEDERAL CLAIMS)]] 

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]6(as the same 

may be updated, supplemented, amended and/or otherwise modified from time to time, the 

“Plan”), and (ii) consent to the injunction and release provisions of the Plan if you vote to 

accept the Plan. The terms of the Plan are described in the Disclosure Statement for the

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [ECF No. ___] (as the same may be updated, supplemented, 

amended and/or otherwise modified from time to time, including all exhibits and 

attachments thereto, the “Disclosure Statement”). All capitalized terms used but not 

otherwise defined herein or in the Ballot shall have the meanings given to such terms in 

the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT 

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the 

holders of two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the 

Allowed Claims in a Class that have voted to accept or reject the Plan. In the event a Class 

rejects the Plan, the Court may nevertheless confirm the Plan and thereby make it binding 

on holders of Claims in the Class if the Court finds the Plan does not unfairly discriminate 

against and accords fair and equitable treatment to the holders of Claims in the Class and 

all other Classes of Claims rejecting the Plan, and otherwise satisfies the requirements of 

PROMESA Section 314(b) and Section 1129(b) of the Bankruptcy Code. If the Plan is 

confirmed by the Court, all holders of Claims against the Debtor (including those holders 

who abstain from voting on or reject the Plan, and those holders who are not entitled to 

vote on the Plan) will be bound by the confirmed Plan and the transactions contemplated 

thereby, whether or not they vote and whether or not they accept the Plan.

3. [Pursuant to the Plan, any holder of an Allowed PREPA General Unsecured 

Claim may elect to (a) reduce the amount of such Allowed Claim to $10,000.00 and 

(b) have such reduced Claim be treated pursuant to Class 13 (Convenience Claims), 

4

[NTD: ATOP Ineligible Bonds]

5

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

6 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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9

receiving a projected recovery of 100% of such reduced claim; provided, however, that the 

aggregate amount of consideration to be made available to Convenience Claims shall be 

One Million Dollars ($1,000,000.00); and provided, further, that in the event the 

Convenience Cap is exceeded, holders of Allowed Convenience Claims shall receive a Pro 

Rata Share of the Convenience Cap. Any holder of multiple Allowed PREPA General 

Unsecured Claims may elect to (a) reduce the amount of such multiple Claims to an 

aggregate amount of $20,000.00 and (b) have such reduced claims be treated pursuant to 

Class 13 (Convenience Claims), receiving a projected recovery of 100% of such reduced 

claim. If you elect to have your Claim reduced and treated as a Convenience Claim in 

Class 13, you will be deemed to have accepted the Plan as a holder of a Claim in Class 13

(Convenience Claims).]

7

4. To have your vote or election counted, you must properly complete, 

sign, and return this Ballot to Kroll Restructuring Administration LLC (f/k/a Prime 

Clerk LLC) (“Kroll” or the “Balloting Agent”) so that it is received by the Balloting 

Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting 

Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot” 

link. Follow the instructions set forth on the website. You are encouraged to submit 

your Ballot via the E-Ballot platform. If you choose to submit your Ballot via the EBallot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINSTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

7

 Applicable only to Class 7 (General Unsecured Claims). 

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10

Locations in the Commonwealth

Accepting Ballots by Hand Delivery 

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Address Hours (AST)

Don Frappe Inc.

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

LunaSpeiz

157 Calle de Luna, 

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

5. To properly complete the Ballot, you must follow the procedures described 

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject 

the Plan, or make an election with respect to, all the Claims you hold in a 

Class;

c. If you are completing this Ballot on behalf of another entity, indicate your 

relationship to such entity and the capacity in which you are signing and 

submit satisfactory evidence of your authority to so act (e.g., a power of 

attorney or a certified copy of board resolutions authorizing you to so act);

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11

d. If you also hold Claims in other Classes, you may receive more than one 

Ballot, labeled for a different Class of Claims. Your vote will be counted 

in determining acceptance or rejection of the Plan by a particular Class of 

Claims against the Debtor only if you complete, sign, and return the Ballot 

labeled for that Class of Claims in accordance with the instructions on the 

Ballot;

e. If you believe you have received the wrong Ballot, please contact the 

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

6. If more than one Ballot voting the same Claim is received by the Balloting

Agent, the latest Ballot received prior to the Voting Deadline will, to the extent of any 

inconsistencies between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU: 

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT, 

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT, 

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR 

THE PLAN, 

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC 

FORMAT AND DESIRE PAPER COPIES, OR 

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED 

MATERIALS, 

PLEASE CONTACT THE BALLOTING AGENT BY:

• TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR 

• EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA 

SOLICITATION’ IN THE SUBJECT LINE). 

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF, 

THE DEBTOR, OR THE COURT.

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Schedule 4(a)

Notice of Non-Voting Status (Deemed to Reject)

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS 

(CLASS 14 (SECTION 510(B) SUBORDINATED CLAIMS)) – DEEMED TO REJECT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Disclosure Statement for the Modified Second Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case 

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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2

No. 17-BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the 

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [ECF No. _____] (as the same may be updated, supplemented, 

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired 

Claims who are (or may be) entitled to receive distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOU ARE NOT ENTITLED TO 

RECEIVE OR RETAIN ANY PROPERTY ON ACCOUNT OF YOUR 

CLAIM(S) AGAINST THE DEBTOR. THEREFORE, PURSUANT TO 

SECTION 1126(g) OF THE BANKRUPTCY CODE, YOU ARE (I) DEEMED 

TO HAVE REJECTED THE PLAN, AND (II) NOT ENTITLED TO VOTE 

ON THE PLAN. 

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m.

(Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

of the proposed Plan or the proposed confirmation order4(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order

prior to the Confirmation Objection Deadline will be prohibited from making an oral presentation 

before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection Deadline (June 

7, 2023 at 5:00 p.m. (Atlantic Standard Time)), and

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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4

e. be served upon the Office of the United States Trustee for the District of Puerto 

Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In 

re: Puerto Rico Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)). 

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR 

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT, 

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC (“KROLL”),

5 BY (I) FIRST CLASS MAIL 

OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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5

Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 4(b)

Notice of Non-Voting Status (Deemed to Accept)

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Document Page 98 of 366
IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS CLASS 10 (ORDINARY COURSE CUSTOMER 

CLAIMS) AND CLASS 13 (CONVENIENCE CLAIMS)) – DEEMED TO ACCEPT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Disclosure Statement for the Modified Second Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case 

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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2

No. 17-BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the 

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [ECF No. _____] (as the same may be updated, supplemented, 

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired 

Claims who are (or may be) entitled to receive distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOUR CLAIM(S) 

AGAINST THE DEBTOR ARE UNIMPAIRED. 

THEREFORE, PURSUANT TO SECTION 1126(f) OF THE 

BANKRUPTCY CODE, YOU ARE (I) DEEMED TO HAVE 

ACCEPTED THE PLAN, AND (II) NOT ENTITLED TO 

VOTE ON THE PLAN. 

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m. 

(Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

of the proposed Plan or the proposed confirmation order4(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order 

prior to the Confirmation Objection Deadline will be prohibited from making an oral presentation 

before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s case 

filing system, you may instead mail your objection to the Court’s 

Clerk’s office at: 

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)), 

and 

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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4

e. be served upon the Office of the United States Trustee for the District of Puerto 

Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In 

re: Puerto Rico Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR 

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT, 

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC BY (I) FIRST CLASS MAIL OR 

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

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5

Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/ 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 4(c)

Notice of Non-Voting Status (Disputed Claims)

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Document Page 104 of 366
IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS (DISPUTED CLAIMS)

You are receiving this Notice because you hold a Claim that is subject to an objection.

You should read this Notice carefully and discuss it with your attorney. If you do not have an 

attorney, you may wish to consult one.

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Disclosure Statement for the Modified Second Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case 

No. 17-BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the 

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [ECF No. _____] (as the same may be updated, supplemented, 

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired 

Claims who are (or may be) entitled to receive distributions under the Plan. You are not required 

to vote on the Plan to receive distributions pursuant to the terms of the Plan, if confirmed by the 

Court.

YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO 

ACCEPT OR REJECT THE PLAN UNLESS YOUR CLAIM 

HAS BEEN ALLOWED PURSUANT TO AN ORDER OF THE 

COURT ON OR BEFORE JUNE 7, 2023. 

You may seek to challenge the allowance or disallowance of your Claim for voting purposes by 

filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing your Claim 

(a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a), as to any to any creditor 

filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may be otherwise 

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic Standard Time) (the “Voting 

Deadline”). A form of Rule 3018(a) Motion is available at https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule 

3018(a) must:

a. Be in writing, in English, and signed;

b. State your name and address;

c. State with particularity the basis and nature of your Claim and the reasons why 

the Court should temporarily allow your Claim for voting purposes;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before [●], 

2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m. 

(Atlantic Standard Time).

5

* * * * *

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

4

[Tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and (ii) service of notice of an 

objection, if any, as to such Claim.]

5

[Tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and (ii) service of notice of an 

objection, if any, as to such Claim.]

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4

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30

a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

of the proposed Plan or the proposed confirmation order6(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection 

Deadline will be prohibited from making an oral presentation before the Court at the Confirmation 

Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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5

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and

e. be served upon the Office of the United States Trustee for the District of Puerto 

Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In 

re: Puerto Rico Electric Power Authority) so as to be received on or before the 

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00 

p.m. (Atlantic Standard Time)). 

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR 

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT, 

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC, BY (I) FIRST CLASS MAIL OR 

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

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6

Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/ 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 4(d)

Notice of Non-Voting Status for Holders of PREPA

Revenue Bond Claims Insured by a Non-Settling Monoline 

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE

OF NON-VOTING STATUS CLASS 2 (NON-SETTLING

BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS) 

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Disclosure Statement for the Modified Second Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case 

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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2

No. 17-BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the 

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [ECF No. _____] (as the same may be updated, supplemented, 

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired 

Claims who are (or may be) entitled to receive distributions under the Plan.

Voting with respect to PREPA Revenue Bond Claims Insured by a Non-Settling 

Monoline. 

PURSUANT TO THE ORDER APPROVING THE 

DISCLOSURE STATEMENT, [_____] SHALL BE 

ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN 

ON ACCOUNT OF ALL [_____] INSURED BOND CLAIMS. 

ACCORDINGLY, YOU ARE NOT ENTITLED TO VOTE ON 

ACCOUNT OF SUCH CLAIM(S). 

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m. 

(Atlantic Standard Time).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

of the proposed Plan or the proposed confirmation order4(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection 

Deadline will be prohibited from making an oral presentation before the Court at the Confirmation 

Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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4

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and

e. be served upon the Office of the United States Trustee for the District of Puerto 

Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In 

re: Puerto Rico Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) 

OR WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE 

STATEMENT, PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC,

5 BY (I) FIRST CLASS MAIL OR 

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC) , 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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5

Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 4(e)

Notice of Non-Voting Status for Holders of Claims 

Subject to Administrative Claims Reconciliation

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS

(CLAIMS SUBJECT TO ADMINISTRATIVE CLAIMS RECONCILIATION)

You are receiving this Notice because you hold a Claim that was transferred to administrative 

claims reconciliation pursuant to the Order (A) Authorizing Administrative Reconciliation of 

Claims, (B) Approving Additional Form of Notice, and (C) Granting Related Relief [Case No. 

17-3283, ECF No. 12274] (the “ACR Order”).

You should read this Notice carefully and discuss it with your attorney. If you do not have an 

attorney, you may wish to consult one.

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the 

District of Puerto Rico approved the Disclosure Statement for the Modified Second Amended Title 

III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case 

No. 17-BK-4780, ECF No. _____]2(as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, including all exhibits and attachments thereto, the 

“Disclosure Statement”), filed by the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA”

or the “Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),

3

for use in soliciting acceptances or rejections of the 

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [ECF No. _____] (as the same may be updated, supplemented, 

amended and/or otherwise modified from time to time, the “Plan”), from the holders of impaired 

Claims who are (or may be) entitled to receive distributions under the Plan. You are not required 

to vote on the Plan to receive distributions pursuant to the terms of the Plan, if confirmed by the 

Court.

YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO ACCEPT OR REJECT 

THE PLAN, UNLESS YOUR CLAIM HAS BEEN ALLOWED PURSUANT TO AN 

ORDER OF THE COURT ON OR BEFORE JUNE 7, 2023.

You may seek to challenge the allowance or disallowance of your Claim for voting 

purposes by filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing 

your Claim (a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a), as to any to 

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

any creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may 

be otherwise ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic Standard Time) 

(the “Voting Deadline”). A form of Rule 3018(a) Motion, together with instructions for filing 

and serving the 3018(a) Motion, is available at https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule 

3018(a) must:

e. Be in writing, in English, and signed;

f. State either your or your designated representative’s name, address, telephone 

number, and email address;

g. State with particularity the basis and nature of your Claim and the reasons why 

the Court should temporarily allow your Claim for voting purposes;

h. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before [●], 

2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m. 

(Atlantic Standard Time).

5

* * * * *

Confirmation Hearing. A hearing to consider confirmation of the Plan (the “Confirmation 

Hearing”) will be held before The Honorable Laura Taylor Swain, United States District Court 

4

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

5

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

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4

Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz Nazario 

United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m. 

(Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

of the proposed Plan or the proposed confirmation order6(the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection 

Deadline will be prohibited from making an oral presentation before the Court at the Confirmation 

Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and 

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or responding 

party;

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing 

Atlantic Time).

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5

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and

e. be served upon the Office of the United States Trustee for the District of Puerto 

Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In 

re: Puerto Rico Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR 

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT, 

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL 

RESTRUCTURING ADMINISTRATION LLC “KROLL”),

7 BY (I) FIRST CLASS MAIL 

OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL 

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850 THIRD 

AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT 

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE 

SUBJECT LINE).

[Remainder of page intentionally left blank]

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Dated: , 2023

San Juan, Puerto Rico

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and 

Management Board as representative for the 

PREPA

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Schedule 5

Form of Election Notice for Holders of Claims in Class 5

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IN THE 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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

ELECTION NOTICE 

FOR NATIONAL INSURED BONDHOLDERS WITH CLAIMS IN CLASS 5

This Election Notice (the “Notice”) is being sent to the beneficial holders of Allowed 

National Insured Bond Claims arising on account of National Insured Bonds, which are insured 

by National Public Finance Guarantee Corporation (“National”). These securities give rise to 

Claims in Class 5 of the Modified Second Amended Title III Plan of Adjustment of the Puerto Rico 

Electric Power Authority, dated March 1, 2023 [ECF No. _____] (as the same may be updated, 

supplemented, amended and/or otherwise modified from time to time, the “Plan”).

2

 Although 

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

2 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

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2

National has the right to cast the vote on account of Claims arising from National Insured Bonds 

to accept or reject the Plan, holders of Claims in Class 5 are entitled to elect their form of treatment 

pursuant to the Plan.

Each holder of an Allowed National Insured Bond3has the option to elect to receive on the 

Effective Date, or as soon as reasonably practicable thereafter, in full consideration, satisfaction, 

release, and exchange of such holder’s Claim:

National Commutation Treatment (Option 1): On the Effective Date, or as soon as 

reasonably practicable thereafter, you will receive the National Commutation 

Consideration, distributable by or at the direction of National in its sole and absolute 

discretion pursuant to Section 20.A of the Plan. The National Commutation Consideration 

consists of a combination of some or all of the following: (i) your Pro Rata Share of the 

National Plan Consideration; (ii) a percentage, to be determined at National’s sole 

discretion, of the amounts distributable to National in accordance with the terms and 

provisions of Article VIII.A of the Plan; and (iii) Cash in an amount to be determined by 

National in its sole discretion, in full and complete satisfaction, release, and discharge of 

any further obligation of National with respect to the applicable National Insurance Policies 

(and, by making such election, you shall be deemed to have agreed to commute the 

National Insurance Policies relating to your Allowed National Insured Bond Claim). 

If you elect the National Commutation Treatment (Option 1), (i) you shall not receive any 

payments from National under the National Insurance Policies on account of accrued and 

unpaid interest on and after, or, in the case of any capital appreciation bonds, the accreted 

value on and after, the Effective Date, and to the extent any accrued or accreted interest is 

paid to you by National after such date, such amount shall be credited against the 

consideration you (or your successors, transferees, or assigns) are otherwise entitled to 

receive as National Commutation Consideration, (ii) the National Insured Bonds 

underlying your Allowed National Insured Bond Claim shall be deemed cancelled on the 

Effective Date, and (iii) you shall have no other or further rights under or with respect to 

the applicable National Insurance Policy or any of the National Non-Commutation 

Treatment options described in Section 20.B of the Plan or with respect to the National 

Non-Commutation Treatment (Option 2) below. 

National Non-Commutation Treatment (Option 2): If you timely and validly elect to 

receive the National Non-Commutation Treatment, (i) National shall receive the National 

Plan Consideration distributable on account of the applicable Allowed National Insured 

Bond Claim, and (ii) such Holder shall receive the following treatment(s):

4

3 Any calculations and/or payments to be made to you based on, or in relation to, your Allowed National Insured 

Bond Claims pursuant to the options set out herein will take into account any payments of principal and/or accrued 

interest already made to you by National pursuant to the terms of the relevant National Insurance Policies. For the 

avoidance of doubt, you shall not be compensated for any amounts already paid to you pursuant to the terms of the 

relevant National Insurance Policies. 

4 Pursuant to the Plan, National shall exercise in its sole discretion its election of treatments at or prior to the Plan 

Supplement Deadline.

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(i) Custodial Trusts: You shall (A) deposit, or be deemed to have deposited, 

among other things, your Pro Rata Share of the National Trust 

Consideration, the National Insured Bonds allocable to you, and the related 

National Insurance Policies into the applicable National Trust, (B) be 

deemed to have received your Pro Rata Share of the National Trust 

Consideration and National Certificates in consideration therefor, and (C) 

have no recourse to National or the National Insurance Policies other than 

as provided for under the terms of the National Trust.

(ii) Escrow: You shall deposit, or be deemed to have deposited, among other 

things, your Pro Rata Share of the National Escrow Consideration in the 

National Escrow Account and such deposited National Escrow 

Consideration shall be held as security for National’s obligations to the 

Holders of the National Insured Bonds whose National Escrow 

Consideration was deposited in the National Escrow Account under the 

National Insurance Policies.

(iii) Payment of Accelerated Amounts: National shall receive the National 

Plan Consideration that would be otherwise allocable to you and National 

shall fully and completely discharge its obligation to you by paying on the 

Effective Date, in Cash, the amount thereof at the National Acceleration 

Price as of the date of payment.

(iv) Alternative Treatment: The Oversight Board and National reserve the 

right to formulate an alternative election or implementation option with 

respect to the National Insured Bonds that is mutually acceptable to the 

Oversight Board and National, each in their respective sole discretion; 

provided, however, that any such alternative election or implementation 

option must be proposed, in writing, prior to the commencement of the 

Disclosure Statement hearing.

If you fail to make a valid election or submit an election for less than all of your Claims in 

Class 5 (in which case, such election will be void and of no force and effect), you will be deemed 

to have elected to commute the applicable National Insurance Policies, to release and discharge

National’s obligations thereunder, and to receive distributions inaccordance with the National 

Commutation Treatment (Option 1). If you do not validly elect to receive the National NonCommutation Treatment, you shall be deemed to have had, on or after the Effective Date, the 

National Insured Bonds, including the obligations of National under the related National 

Insurance Policies, underlying your Claim cancelled. 

You are encouraged to review the entire Disclosure Statement and the Plan before making an 

election with respect to the form of distribution you will receive under the Plan. The tax 

consequences described in the Disclosure Statement are not a substitute for careful tax planning

and professional tax advice upon your individual circumstances and you should seek advice

from your own tax advisor.

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4

Please take notice that you are not able to vote to accept or reject the Plan and will not receive 

separate voting instructions for such purpose. Pursuant to the Plan and the Disclosure 

Statement Order, National is entitled to vote to accept or reject the Plan on account of Claims 

arising from securities insured by National.

IF YOU WISH TO RECEIVE THE NATIONAL COMMUTATION TREATMENT 

(OPTION 1), YOU DO NOT NEED TO TAKE ANY FURTHER ACTION. HOWEVER, 

IN SUCH CASE, YOU WILL BE DEEMED TO HAVE ELECTED TO RELEASE, 

DISCHARGE, AND COMMUTE NATIONAL’S OBLIGATIONS AND THE NATIONAL 

INSURANCE POLICY.

Each holder of National Insured Bonds described on Exhibit A attached hereto that wishes 

to receive the National Non-Commutation Treatment (Option 2) must submit a valid election 

in the manner described herein.

* * * * *

How to Submit a Valid Election

If you wish to elect to receive the National Non-Commutation Treatment (Option 2), you must 

instruct your broker or nominee (each, a “Nominee”) to electronically deliver your National 

Insured Bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust 

Company (“DTC”), which will constitute an election via DTC’s ATOP system to receive the 

National Non-Commutation Treatment (Option 2).

No paperwork is required to be delivered to Kroll to effectuate the election. The sole means of 

effectuating this election is to (i) validly tender your National Insured Bonds into the proper ATOP 

envelope at DTC, and (ii) make the election to receive the National Non-Commutation Treatment 

(Option 2), each as described on DTC’s ATOP system.

THE ELECTION DEADLINE IS

5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Election Deadline.”

PLEASE TAKE NOTICE THAT IF YOU TENDER YOUR NATIONAL INSURED 

BONDS THROUGH ATOP, YOU WILL BE RESTRICTED FROM TRANSFERRING 

YOUR NATIONAL INSURED BONDS UNTIL THE ISSUANCE OF NEW CUSIPS IN 

CONNECTION WITH SUCH TENDERED BONDS, WHICH ISSUANCE SHALL 

OCCUR AS SOON AS REASONABLY PRACTICABLE AFTER THE ELECTION

DEADLINE. IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER 

YOUR NATIONAL INSURED BONDS PRIOR TO THE ISSUANCE OF NEW CUSIPS, 

THEN YOU SHOULD NOT TENDER YOUR NATIONAL INSURED BONDS THROUGH 

ATOP.

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5

YOU MAY, HOWEVER, REVOKE YOUR ELECTION AT ANY TIME BEFORE THE 

ELECTION DEADLINE AND WITHDRAW ANY TENDERED NATIONAL INSURED 

BONDS. 

* * * * *

How to Revoke an Election

You may revoke an election to receive the National Non-Commutation Treatment (Option 2) and 

withdraw your National Insured Bonds tendered through DTC’s ATOP at any time before the 

Election Deadline. 

If you wish to revoke your election, you must instruct your Nominee to revoke your election and 

withdraw your National Insured Bonds via ATOP at DTC (which withdrawal will be confirmed 

by Kroll once notified by DTC of the withdrawal request). No paperwork is required to be 

delivered to Kroll to effectuate the election.

If you revoke your election at any time before the Election Deadline, you may make an election to 

receive the National Non-Commutation Treatment (Option 2) at any time before the Election 

Deadline, in accordance with the instructions to submit an election above.

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you 

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT 

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC 

(“KROLL”),5 BY TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. 

TO 7:00 P.M. (ATLANTIC STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL 

AT PUERTORICOINFO@RA.KROLL.COM AND REFERENCE “NATIONAL 

DISTRIBUTION ELECTION” IN THE SUBJECT LINE. PLEASE NOTE THAT KROLL 

IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE.

All questions as to the validity, form and eligibility (including time of receipt) of your election 

will be determined by the Oversight Board, whose determination shall be final and binding on all 

parties. The Oversight Board and National reserve the absolute right to reject any or all elections 

that are not in proper form or the acceptance of which would, in its legal counsel’s opinion, be 

unlawful. The Oversight Board and National also reserve the right to waive any defects, 

irregularities or conditions as to an election. A waiver of any defect or irregularity in one instance 

shall not constitute a waiver of the same or any other defect or irregularity with respect to any 

other instance except to the extent the Oversight Board may otherwise so provide. An election 

shall not be deemed to have been made until any defects or irregularities have been waived by us 

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC. 

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6

or cured. None of the Oversight Board, National or the Balloting Agent, nor any other person will 

be under any duty to give notification of any defect or irregularity in this election, or will incur 

any liability to you for failure to give any such notification.

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7

Exhibit A

Description CUSIP

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Schedule 6

Form of 3018(a) Motion

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INSTRUCTIONS FOR COMPLETING AND FILING 3018(A) MOTION

What to File. Your motion must be in writing, in English, and contain the following information

(a form of Rule 3018(a) motion is included that you may use).

(a) Contact Information. Your motion must include the name, address, telephone number, 

and email address of either (1) the claimant (you); or (2) your attorney or designated 

representative to whom the attorneys for the Debtor should serve a reply to the motion, if 

any.

(b) Claim Information. Your motion must contain the proof of claim number(s) related 

thereto from Kroll (You may search for your claim on 

https://cases.ra.kroll.com/puertorico/Home-ClaimInfo). If you do not have a proof of 

claim number, you must describe the nature and amount of your asserted claim.

(c) Reason(s) for filing. Your motion must contain a concise statement setting forth the 

reasons why the Court should permit you to vote on the Debtor’s plan of adjustment and, 

if not amount is included in your proof of claim, the amount that you assert to be owed by 

the Debtor.

(d) Signature. You must sign your motion. If you do not sign your motion, the clerk will not 

accept it for filing.

IMPORTANT NOTICE REGARDING SENSITIVE INFORMATION CONTAINED IN A 

MOTION.

Your motion should not include sensitive documents or information, such as copies of driver’s 

licenses, passports, birth certificates, Social Security cards, sensitive medical information or 

confidential business information. Sensitive information submitted to the Court must adhere to the 

following guidelines:

• Social Security numbers and taxpayer identification numbers should be redacted (that is, 

blacked out), except for their last four digits.

• Birthdays should be redacted, except for the year of an individual’s birth.

• The name of any individual known to be a minor should be redacted, except for that 

person’s initials.

THE PURPOSE OF RULE 3018(a) OF THE FEDERAL RULES OF BANKRUPTCY 

PROCEDURE IS TO ALLOW PARTIES TO REQUEST THE COURT TO 

TEMPORARILY ALLOW THEIR CLAIMS FOR THE PURPOSE OF VOTING ON 

THE PLAN OF ADJUSTMENT. 

THE COURT WILL DETERMINE AFTER NOTICE AND HEARING WHETHER TO 

ALLOW YOUR CLAIMS FOR PURPOSES OF VOTING ON THE PLAN. 

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2

• Financial account numbers should be redacted, except for their last four digits.

Any such sensitive or confidential information upon which a claimant relies in support of its 

motion must be provided directly to counsel for the Debtor, and will be kept confidential. You 

may provide this information by mailing it to the following address:

Counsel for the Oversight Board 

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299 

Attn: Martin J. Bienenstock, Esq. 

Paul V. Possinger, Esq.

Ehud Barak, Esq.

Daniel S. Desatnik, Esq.

Where and How to File and Serve a Motion. Your motion should be filed with the Court on the 

dockets of (i) In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In 

re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS. There are two methods that you 

can use to file your motion:

(a) Online. Registered users of the Court’s case filing system must file their motion 

electronically in searchable portable document format.

(b) By Mail. If you are not an attorney who is a registered user of the Court’s case filing 

system, you may file and serve a motion by mailing it to the Court’s Clerk’s office, the 

Oversight Board, and the Creditors’ Committee at the following addresses:

Clerk’s Office

United States District Court 

Room 150 Federal Building

San Juan, Puerto Rico 00918-1767

Counsel for the Oversight Board 

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299 

Attn: Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Daniel S. Desatnik

Counsel for the Creditors’ Committee 

Paul Hastings LLP

200 Park Avenue

New York, New York 10166 

Attn: Luc A. Despins

James Bliss

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3

James Worthington

G. Alexander Bongartz

Your motion must be mailed or filed electronically so as to be received by the Clerk’s Office, the 

Oversight Board, and the Creditors’ Committee no later than the applicable deadline for filing your 

Bankruptcy Rule 3018(a) motion (refer to your Notice of Non-Voting Status for the applicable 

deadline).

If you are unable to file and serve a motion online or by mail as specified above, you may file a 

motion in person at the following address by the applicable deadline:

Clerk’s Office

United States District Court 

#150 Chardon Avenue Federal Building

San Juan, Puerto Rico 00918

A certificate of service should be included with your motion explaining how service was 

accomplished.

If you have any questions about filing and serving a motion, including questions about the Court’s 

case filing system, please contact the Kroll hotline at (844) 822-9231 (toll free for U.S. and Puerto 

Rico) or (646) 486-7944 (for international callers).

Additional Resources and Who to Contact with Questions

All documents filed in PREPA’s Title III Case, including copies of claims filed using CM/ECF, 

are available free online at https://cases.ra.kroll.com/puertorico. This website is maintained by 

Kroll and includes a searchable database to assist with locating documents.

If you require additional information, including the status of your motion, please contact the Kroll

hotline at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international 

callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available). Inquiries 

may also be sent via email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the 

subject line).

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IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

MOTION PURSUANT TO RULE 3018(A) 

OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

FOR TEMPORARY ALLOWANCE OF CLAIM FOR VOTING PURPOSES

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-BK3567-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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS) 

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy 

Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as 

Bankruptcy Case numbers due to software limitations).

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

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

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2

Movant must provide all of the information below in English.

Part 1: Identify Yourself

Name 

Part 2: Where Should Notices Be Sent?

Name

Number Street

City State ZIP Code 

Contact phone 

Contact email

Part 3: Identify the Claim 

Proof of Claim Number (if any) 

(You may search for your claim on https://cases.ra.kroll.com/puertorico/Home-ClaimInfo) 

Please describe the nature of your claim, including the amount of your claim

Part 4: Explain Why You Should Be Permitted to Vote to Accept or Reject PREPA’s Plan of 

Adjustment

By filing this motion, you are seeking a court determination pursuant to Rule 3018(a) of the 

Federal Rules of Bankruptcy Procedure to temporarily allow your claim in an amount the court 

deems proper for purposes of voting to accept or reject the Modified Second Amended Title III Plan 

of Adjustment of the Puerto Rico Electric Power Authority.

Please provide below (1) the amount of your claim that should be allowed for voting purposes, and 

(2) the reasons why you believe you should be entitled to vote on the Debtor’s plan of adjustment 

(attach additional pages if necessary). Please also provide as much documentation as possible to 

support both the amount you are asserting and the reasons why you believe you should be entitled 

to vote:

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Part 5: Sign Below

I respectfully request that this Court enter an order temporarily allowing my claim in the amount 

above for purposes of voting to accept or reject the Modified Second Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority.

Executed on date _______________________________________ (MM/DD/YYYY)

Signature _________________________________________________________

Print the name of the person who is completing and signing this motion:

__________________________________________________________________

First name Middle name Last name 

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Schedule 7(a)

Creditors’ Committee Letter

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March 2023

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF THE PUERTO 

RICO ELECTRIC POWER AUTHORITY

c/o Paul Hastings LLP, 200 Park Avenue, New York, New York 10166

To the Holders of Class 7 General Unsecured Claims:

The Official Committee of Unsecured Creditors (the “Committee”) appointed in the 

Title III case of the Puerto Rico Electric Power Authority (“PREPA”) is writing to you in 

connection with PREPA’s solicitation of your vote with respect to the enclosed proposed 

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority,

dated February 26, 2023 (the “Plan”).1 You should carefully read all the materials that 

accompany this letter (as it may be supplemented, the “Committee Letter”), including the 

instructions for completing and mailing your Ballot. All Ballots must be received by the 

Claims and Noticing Agent by [_______], 2023 at 5:00 p.m. (Atlantic Standard Time) (the 

“Voting Deadline”) to be counted.

AT THIS TIME, THE COMMITTEE DOES NOT SUPPORT THE OVERSIGHT 

BOARD’S PROPOSED PLAN, INCLUDING THE PROPOSED PLAN DISTRIBUTION 

TO HOLDERS OF GENERAL UNSECURED CLAIMS IN CLASS 7—A 

DISTRIBUTION THAT, ACCORDING TO THE DISCLOSURE STATEMENT, MAY 

RANGE FROM 0.1% AND 100%, DEPENDING ON THE OUTCOME OF NUMEROUS 

CONTINGENCIES, INCLUDING THE OUTCOME OF THE AMENDED LIEN & 

RECOURSE CHALLENGE.

ACCORDINGLY, AT THIS TIME, THE COMMITTEE URGES ALL HOLDERS 

OF CLASS 7 GENERAL UNSECURED CLAIMS TO VOTE TO REJECT THE PLAN.

However, the Committee remains in discussions with the Oversight Board regarding 

potential modifications to the Plan to improve the recovery to general unsecured creditors. 

If such modifications are made, the Committee may supplement this Committee Letter, 

including to update its recommendation. For that reason, if you have the ability to submit 

your Ballot online (in accordance with the procedures set forth on your Ballot), the 

Committee recommends that you hold off submitting your Ballot until we get closer to the 

Voting Deadline. Please visit the Committee’s website at www.creditorspr.org for any 

further updates. 

A. Introduction

The Committee’s members were appointed by the United States Trustee, a unit of the 

United States Department of Justice, to represent, in a fiduciary capacity, the interests of all 

general unsecured creditors of PREPA (and other debtors under Title III of PROMESA). These 

unsecured creditors include, for example, employees, vendors, suppliers, service providers, and

1 All capitalized terms used but not defined in this letter have the meanings set forth in the Plan.

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parties with litigation claims. The Committee’s seven members serve without pay and 

represent a broad cross-section of the general unsecured class. Committee members include, 

among others, suppliers of goods and services, contract counterparties, and litigation claimants. 

The Committee is a fiduciary to holders, like you, of unsecured claims2against PREPA, 

and it has worked tirelessly during PREPA’s Title III case to protect your interests. Among 

other things, in October 2019, the Committee objected to a settlement between the Oversight 

Board and certain holders of PREPA’s non-recourse bonds that, if approved, would have 

allowed more than $8 billion in secured claims on account of such non-recourse bonds. The 

Committee believed then, and continues to believe today, that the collateral securing the nonrecourse bonds consists only of limited funds on deposit in certain specified accounts controlled 

by the bond trustee, and that, as non-recourse obligations, the non-recourse bonds have no 

additional or deficiency claim against PREPA. 

Several years after the Committee’s October 2019 objection, the Oversight Board 

ultimately decided not to move forward with the proposed settlement and, instead, in the fall of 

2022, adopted the Committee’s position and filed an amended complaint and related summary 

judgment motion seeking a ruling from the Court that (a) the PREPA bond claims are secured 

only by very limited funds held in certain specified accounts (approximately $16 million) and 

(b) the PREPA bondholders are not entitled to an unsecured deficiency claim for the difference 

between their more than $8 billion in claims and the limited value of their collateral (i.e., 

approximately $16 million) because their bond claims only have recourse only to the limited 

collateral in certain specified accounts. This litigation is referred in the Plan and the Disclosure 

Statement as the “Amended Lien & Recourse Challenge.” On February 1, 2023, the Court 

heard oral argument on the Oversight Board’s and PREPA bondholders’ motions for summary 

judgment, but it has not yet issued a ruling on these matters.

B. Treatment of Allowed Class 7 General Unsecured Claims

The Plan provides that holders of allowed General Unsecured Claims in Class 7 will 

receive their pro rata share of the General Unsecured Claim Recovery, which is comprised of 

(a) Avoidance Action Proceeds, (b) the GUC New Bonds (in the form of Series B Bonds), if 

any, and (c) the GUC CVI.

According to the Disclosure Statement, the Avoidance Actions Proceeds and the GUC 

CVI have only de minimis value, and would provide holders of allowed General Unsecured 

Claims with an estimated recovery percentage of only 0.1%. Thus, the only component of the 

General Unsecured Claim Recovery that could provide material recoveries to general unsecured 

creditors are the GUC New Bonds (in the form of Series B Bonds). However, the amount of 

Series B Bonds to be made available to holders of allowed General Unsecured Claims 

under the Plan is unknown at this time and depends, among other things, on the 

resolution of the Amended Lien & Recourse Challenge. For that reason, the Disclosure 

Statement estimates that the recovery to holders of allowed General Unsecured Claims 

2 Unsecured claims are claims that are not secured by any collateral.

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ranges from 0.1% to 100%, depending on the resolution of the Amended Lien & Recourse 

Challenge and other contingencies.

1. New Bonds Waterfall

The aggregate amount of New Bonds to be distributed to holders of allowed General 

Unsecured Claims (Class 7) under the Plan is a function of a complex waterfall (the “New 

Bonds Waterfall”) pursuant to which an aggregate amount of $5.68 billion of New Bonds (in 

the form of Series A Bonds and Series B Bonds) would be issued by Reorganized PREPA and 

then allocated to various creditor groups, taking into account the outcome of a series of 

contingencies, including, most notably, the outcome of the Amended Lien & Recourse 

Challenge. 

Importantly, under the New Bonds Waterfall, holders of allowed General Unsecured 

Claims will only receive Series B Bonds to the extent any such bonds remain available 

after mandatory distributions have been made to the Fuel Line Lenders, Bondholders, 

Monolines, and National. The amount of New Bonds that would be so distributed to these 

creditor groups is not fixed, but, instead, depends on certain contingencies, including the 

outcome of the Amended Lien & Recourse Challenge. In fact, depending on the outcome of 

these contingencies, it is possible that no Series B Bonds would be available to holders of 

allowed General Unsecured Claims.

2. Estimated Recovery Percentages for Holders of Allowed General Unsecured 

Claims

The following table provides the estimated recovery percentages for holders of allowed 

General Unsecured Claims based on the outcome of two contingencies: (i) the resolution of the 

Amended Lien & Recourse Challenge and (ii) the aggregate amount of allowed General 

Unsecured Claims. 

In particular, as it relates to the Amended Lien & Recourse Challenge, the recovery 

table below illustrates three potential outcomes:

a. the Bondholders’ security interest is limited to the funds in certain specified 

accounts and the Bondholders have no recourse to PREPA’s assets beyond the 

funds in such specified accounts;

b. the Bondholders’ security interest is limited to the funds in certain specified 

accounts but the Bondholders have recourse to PREPA’s present and future 

revenues (i.e., they have Unsecured Deficiency Claims); and

c. the Bondholders are secured by, and have recourse to, all of PREPA’s present 

and future revenues.

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Moreover, as it relates to the aggregate size of allowed General Unsecured Claims, the 

recovery table below shows three illustrative examples, namely, $800 million in allowed 

claims, $1.2 billion in allowed claims, and $1.6 billion in allowed claims.

As the below table illustrates, the recovery percentages for holders of allowed General 

Unsecured Claims cannot be determined with any specificity at this time. 

Outcome in Amended Lien & Recourse Challenge

Security Interest 

Limited to Funds 

in Specified 

Accounts and No 

Recourse Beyond 

Such Funds

Security Interest 

Limited to Funds in 

Specified Accounts, 

but Recourse to 

PREPA’s Present 

and Future 

Revenues

Security Interest, 

and Recourse to, 

All Present and 

Future Revenues

Aggregate Amount of Allowed General Unsecured Claims

$800 million 100.00% 46.5% 0.10%+

$1.2 billion 100.00% 44.3% 0.07%+

$1.6 billion 100.00% 42.4% 0.05%+

C. What’s the Problem with the Plan?

The Committee believes that the Plan is not confirmable, for a variety of reasons.3 First 

and foremost, under the Plan, various groups of unsecured creditors stand to receive 

substantially greater recoveries than holders of General Unsecured Claims in Class 7. 

Moreover, and unlike the distribution to holders of General Unsecured Claims, the distributions 

to these other unsecured creditors do not depend on the outcome of the Amended Lien & 

Recourse Challenge. In other words, while other creditors receive substantial, guaranteed 

recoveries, general unsecured creditors face a highly uncertain and contingent recovery under 

the Plan (as illustrated in the above recovery table).

For example, the Committee believes that:

• The Plan provides that unsecured Fuel Line Lenders receive a guaranteed 

distribution (which does not depend on the outcome of the Amended Lien & 

Recourse Challenge) in the form of Series A Bonds equal to approximately 

92.7% of their total allowed claims. Moreover, the Series A Bonds to be 

3 For the avoidance of doubt, the Oversight Board does not agree with the Committee’s views regarding the Plan, 

including the recovery percentages provided below for the Fuel Line Lenders and National. 

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received by the Fuel Line Lenders are of significantly higher quality than the 

Series B Bonds to be distributed to general unsecured creditors, including as it 

relates to maturity (15 years vs. 50 years), expected repayment date (5 years vs. 

35 years), and payment priority (payment of principal on the Series A Bonds 

must be paid before payment of principal on the Series B Bonds). 

• The Plan provides National (one of the monolines that insured PREPA’s nonrecourse bonds) with an aggregate distribution in the form of Series B Bonds of 

more than 83% of their bond claims. As with the distribution to the unsecured 

Fuel Line Lenders, National’s distribution does not depend on the outcome of 

the Amended Lien & Recourse Challenge, even though the Committee believes 

that National should have no claims at all (beyond a claim secured by very 

limited funds in the Sinking Fund).

Please note that the Committee is also considering holding in-person creditor 

information sessions in Puerto Rico to explain, among other things, the New Bonds 

Waterfall and the Committee’s opposition to the Plan. Please visit the Committee’s 

website at www.creditorspr.org for details regarding the time and location of these 

sessions.

D. Committee’s Recommendation

Each creditor (including individual members of the Committee) must make its own 

independent decision as to whether or not the Plan is acceptable to that creditor and should 

consult with its own legal and/or financial advisor(s) before voting to accept or reject the Plan. 

That said, for the reasons stated above the Committee recommends that you vote to reject

the Plan.

As noted, the Committee remains in discussions with the Oversight Board regarding 

potential modifications to the Plan to improve the recovery to general unsecured creditors. 

If such modifications are made, the Committee may supplement this Committee Letter, 

including to update its recommendation. For that reason, if you have the ability to submit 

your Ballot online (in accordance with the procedures set forth on your Ballot), the 

Committee recommends that you hold off submitting your Ballot until we get closer to the 

Voting Deadline. Please visit the Committee’s website at www.creditorspr.org for any 

further updates. 

E. Submitting Your Ballot

The Oversight Board has provided Ballots herewith for holders of claims in Class 7 to 

utilize in order to vote to accept or reject the Plan, which Ballots must be returned in 

accordance with the procedures set forth in the ballot instruction sheet and the Disclosure 

Statement. Please read the directions on the Ballot carefully and complete your Ballot in 

its entirety before returning it. Your Ballot must be returned so as to be actually received 

by the Balloting Agent no later than the Voting Deadline, i.e., 5:00 p.m. (Atlantic 

Standard Time) on ____________, 2023.

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* * *

The positions taken by the Committee in this Letter are those of the Committee and/or its 

advisors and have not been approved by or endorsed by the Bankruptcy Court. Each creditor 

(including individual members of the Committee) must make its own independent decision as to 

whether or not the Plan is acceptable to that creditor and should consult with its own legal and/or 

financial advisor(s) before voting to accept or reject the Plan. 

YOU ARE URGED TO CAREFULLY READ THE DISCLOSURE STATEMENT 

AND THE PLAN. THE DESCRIPTION OF THE PLAN IN THIS COMMITTEE 

LETTER IS INTENDED TO BE A SUMMARY ONLY.

THIS COMMITTEE LETTER MAY NOT BE RELIED UPON FOR ANY 

PURPOSE OTHER THAN THE COMMITTEE’S VIEWS ON HOW TO VOTE ON THE 

PLAN, AND THE INFORMATION CANNOT BE RELIED UPON FOR ANY OTHER 

PURPOSE. THE COMMITTEE DOES NOT GUARANTEE ANY PARTICULAR 

RESULT IN PREPA’s TITLE III CASE. THE COMMITTEE CANNOT PROVIDE ANY 

ASSURANCES REGARDING THE AGGREGATE AMOUNT OF GENERAL 

UNSECURED CLAIMS THAT WILL ULTIMATELY BE ALLOWED, OR THE RATE 

OF RECOVERY THAT WILL ULTIMATELY BE REALIZED BY ANY HOLDER OF 

SUCH A CLAIM.

THIS COMMUNICATION DOES NOT CONSTITUTE, AND SHALL NOT BE 

CONSTRUED AS, A SOLICITATION BY ANY INDIVIDUAL MEMBER OF THE 

COMMITTEE.

THE OFFICIAL COMMITTEE OF 

UNSECURED CREDITORS OF 

THE PUERTO RICO ELECTRIC POWER AUTHORITY

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Schedule 7(b)

Plan Summary

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Summary of Key Components of the Plan of Adjustment

Except for Administrative Expense Claims and Professional Claims, which are not 

classified and do not vote on the Plan, all Claims are divided into classes under the Plan. Under 

the Bankruptcy Code, a plan may place a claim in a particular class only if such claim is 

substantially similar to the other claims of such class. Under Section 301(e) of PROMESA, in 

determining whether claims are “substantially similar” to one another, the Oversight Board shall 

consider whether such claims are secured and whether such claims have priority over other claims. 

The following table shows the classes of claims against the Debtor, the approximate estimated 

claim amount, and the approximate percentage return or range of percentage returns proposed to 

be paid to the holders of claims in each class. 

The amount a creditor may actually recover and the form of consideration a creditor may 

receive are dependent upon, among other things, the outcome of the Amended Lien & Recourse 

Challenge, as described in Section I of this Disclosure Statement. The amount a creditor may 

actually recover could vary materially from the summary below. The Ad Hoc Group believes that 

Series B Bonds are worth substantially less than their stated amount due to what they assert are 

off-market terms and purported lack of covenants and remedies.

Claim Class Estimated Claim 

Amount

Approx. Recovery 

(%)

Form of 

Consideration

Settling Bondholder Claims Class 1 $74,900,593.18

100.00% if Oversight Board 

wins recourse and lien 

counts

50.00% if Oversight Board 

loses lien counts but wins 

recourse counts, or loses 

both

Pro rata shares of: 

Cash deposited in 

Sinking Fund, 

Series B Bonds, 

CVI

Non-Settling Bondholder and 

Non-Settling Monoline Claims Class 2 [$7,565,470,824.09]89

[0.21]% if Oversight Board 

wins lien and recourse 

counts

[46.49]% if Oversight 

Board wins lien counts but 

loses recourse counts

[51.53]% if Oversight 

Board loses both lien and 

recourse counts 90

Pro rata shares of: 

(i) Cash deposited in 

Sinking Fund, (ii) 

Series B Bonds, (i) 

if there is a 

Deficiency Claim, 

General Unsecured 

Claim Recovery, 

and/or (ii) if Class 2 

votes to accept the 

Plan and PREPA 

Revenue Bonds are 

recourse solely to 

89 This number represents the remaining asserted Bond Claims. The Allowed amount of Non-Settling Bondholder 

and Non-Settling Monoline Claims will be determined following the Amended Lien & Recourse Challenge Final 

Resolution.

90 Certain bondholders have argued that PREPA is required under PROMESA to pay to creditors more than the $5.68 

billion currently contemplated under the Plan. If these creditors prevail on their argument, recoveries for NonSettling Bondholders could exceed those provided in the chart.

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Claim Class Estimated Claim 

Amount

Approx. Recovery 

(%)

Form of 

Consideration

the Sinking Fund, 

CVI

Pension Claim Class 3 $3.955 billion91 86% (of Petition Date claim 

amount)

Cash, Series B 

Bonds

Fuel Line Loan Claims Class 4 $700,887,093.58 84.00–100.00%92

Series A Bonds, 

additional Series A 

Bonds or Cash, 

Remaining New 

Bonds 

National Insured Bond Claims Class 5 $836,145,928.13 71.65%93 Series B Bonds

National Reimbursement Claim Class 6 [244,728,681.25]94 20.00% Series B Bonds

General Unsecured Claims Class 7 $800,000,000.0095 0.10–100.00% General Unsecured 

Claim Recovery96

91 This represents the estimated present value of cash payments to be made by PREPA to the PREPA ERS under the 

PREPA ERS Regulations as of the Petition Date. Accounting for payments made to SREAEE during the case, this 

amount has come down to $3.622 billion.

92 The Ad Hoc Group asserts the Fuel Line Lenders are receiving at least $61,324,709 in consummations costs, 

professional fees, and interest accrual per the terms of the Fuel Line Lender PSA in addition to their base recovery 

of 84%. The Ad Hoc Group also asserts this amount does not include amounts for the continued accrual of interest 

on the Series A Bonds through an Effective Date beyond July 1, 2023, up to one year of total interest accrual.

93 The Ad Hoc Group asserts National is receiving $97,943,887.64 in consummation and structuring costs, as well 

as receiving additional recoveries on its reimbursement claim per the terms of the National PSA in addition to its 

base recovery of 71.65%. The Ad Hoc Group also asserts this amount does not include amounts for the continued 

accrual of the National Reimbursement Claim in the event of an Effective Date beyond July 1, 2023, or the National 

pro rata share of the contemplated Interim Charge.

94 Pursuant to the Oversight Board’s proposed settlement of the National Reimbursement Claim, the Oversight Board 

proposes to allow the National Reimbursement Claim in the amount of $244,728,681.25 (which will be the accrued 

amount of this claim as of July 1, 2023). This number may be higher in the event the Effective Date is beyond 

July 1, 2023.

95 For an explanation of the Oversight Board’s estimate, see Section II.B.8.

96 The General Unsecured Claim Recovery is payable from the GUC Trust Assets, which are comprised of (a) the 

Avoidance Action Proceeds, (b) the GUC New Bonds, if any, and (c) the GUC CVI.

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Claim Class Estimated Claim 

Amount

Approx. Recovery 

(%)

Form of 

Consideration

Vitol Claim Class 8 $41,457,382.88 0.05–50.00% General Unsecured 

Claim Recovery

Assured Insured Interest Rate 

Swap Claims Class 9 [TBD]97

[0.21–51.53]%

Treatment provided 

to Class 2

Ordinary Course Customer 

Claims Class 10 $235,309 100.00% Cash

Eminent Domain/Inverse 

Condemnation Claims Class 11 $2,437,556

If payment in full is 

required: 100.00%98

Cash

If Claims are 

dischargeable: 0.10-

100.00%

General Unsecured 

Claim Recovery

Federal Claims Class 12 $16,859,577

If payment in full is 

required pursuant to 

PROMESA Section 

304(h): 100.00%99

Treatment required 

by PROMESA 

Section 304(h) 

If payment in full is not 

required: 0.10–100.00%

General Unsecured 

Claim Recovery 

Convenience Claims Class 13 Unknown 100.00%100 Cash

Section 510(b) Subordinated 

Claims Class 14 Unknown 0.00% N/A

Below is a chart setting forth in detail the potential recoveries to Settling Bondholders, 

Non-Settling Bondholders and Non-Settling Monolines, Fuel Line Lenders, National, holders of 

General Unsecured Claims, and Vitol based on different outcomes with respect to the Amended 

Lien and Recourse Challenge. The chart also illustrates the number of excess New Bonds that 

may remain after all allowable claims have been paid in full. At Reorganized PREPA’s discretion, 

such bonds either would be deemed to have not been issued by Reorganized PREPA, or would be 

issued and distributed to the PREPA or the PREPA PayGo Trust.

97 The Oversight Board reserves the right to object to the Assured Insured Interest Rate Swap Claims. 

98 The Plan provides that Eminent Domain/Inverse Condemnation Claims shall receive their pro rata share of the 

General Unsecured Claim recovery. If the Court declines in the Confirmation Order to confirm the Plan due to 

such treatment, the treatment shall automatically convert, without further action from the Debtor, such that such 

Holders will receive 100% of the unpaid balance of their claims in Cash unless (a) the Debtor appeals the Court’s 

denial of the Plan’s treatment of such Claims as General Unsecured Claims, (b) such appeal is ultimately 

successful, and (c) a Final Order is entered holding that such claims can be Impaired.

99 If a Federal Claim is required to be paid in full pursuant to section 304(h) of PROMESA, the holder of such claim 

will receive a 100% recovery. Otherwise, the holder will receive its Pro Rata Share of the General Unsecured 

Claim Recovery.

100 If Convenience Claims exceed the Convenience Cap of $1,000,000.00, holders of Allowed Convenience Claims 

shall receive their Pro Rata Share of the Convenience Cap.

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[Chart Begins on Following Page]

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PREPA Plan of Adjustment Illustrative Recoveries1

FOMB wins on Lien 

Counts and Recourse 

Counts

FOMB wins on Lien Counts 

and Loses on Recourse 

Counts

FOMB loses on Lien 

Counts2and Recourse 

Counts

Settling 

Bonds

100% Settling Bonds 50% Settling Bonds 50%

Non-Settling 

Bonds

0.21% Non-Settling 

Bonds

46.49% Non-Settling 

Bonds

51.53%

National371.65% National 71.65% National 71.65%

FLLs3100.00% FLLs 84.00% FLLs 84.00%

GUCs 100.00% GUCs 46.49% GUCs* 0.10%+

Vitol 50.00% Vitol 23.25% Vitol* 0.05%+

PREPA 

PayGo Trust

$698.23m PREPA PayGo 

Trust

$0 PREPA PayGo 

Trust

$0

Excess New 

Bonds

$2.22b Excess New 

Bonds

$0 Excess New 

Bonds

$0

* Non-zero recovery to recipients of GUC Trust proceeds to reflect recoveries on account of avoidance action 

proceeds.

1 The numbers in this exhibit are for illustrative purposes. Neither the Oversight Board, PREPA, nor their respective 

advisors make any representations regarding the accuracy of these figures, which are subject in all respects to the 

terms of the Plan. Claimholders should consult their own advisors regarding potential recoveries. The above 

numbers are based on cash flow projected on the New Bonds and other consideration under the plan and do not 

account for whether the instruments will trade at their par value, which the Ad Hoc Group believes they will not. 

Since no cash flow is currently projected under the CVI, recoveries on account of CVI distributions is not included.

2 Certain bondholders have asserted that, if they prevail on the Lien Counts in the Amended Lien & Recourse 

Challenge, their collateral would be worth more than what is provided to them under the Plan. The Oversight Board 

disputes that contention. Accordingly, for purposes of this illustration only, it is assumed that Bondholders’ 

collateral if they prevail on the Lien Counts would be valued to be the same as the remaining Series B Bonds 

available for distribution.

3 In all scenarios reflected in the chart, National will also receive $97,943,887.64 in consummation and structuring 

costs, as well as receiving additional recoveries on its reimbursement claim per the terms of the National PSA, while 

the Fuel Line Lenders will receive $61,324,709 in consummations costs, professional fees, and interest accrual per 

the terms of the Fuel Line Lender PSA. Since this consideration is not provided on account of their respective 

claims, but on account of other value provided, they are not incorporated into the above calculation of these 

creditors’ respective recoveries on the par amount of their claims. Moreover, the Fuel Lien Lenders will; receive 

Series A Bonds which accrue up to 1 years’ worth of interest from the date the Fuel Line Lender PSA is effective, 

payable in Series A Bonds or Cash. Since the amount of interest is currently unknown, such amounts are not 

reflected in the Fuel Line Lenders’ illustrative recoveries above.

The Debtor believes the Plan’s contemplated restructuring is feasible and in the best 

interests of the Debtor’s creditors. If confirmation of the Plan were to be denied, the Debtor’s 

options would be either (i) for the Oversight Board to propose an alternate Title III plan of 

adjustment or (ii) for the Title III Cases to be dismissed, in which event the automatic stay would 

be terminated and multi-party, multifaceted litigation would ensue (including litigation 

commenced by Bondholders and other parties against PREPA), as holders of claims compete for 

the limited resources available to pay those claims.

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The following overview summarizes certain key components of the Plan. The overview is 

qualified in its entirety by the full text of the Plan.

Fuel Line Lender PSA

On December 1, 2022, the Oversight Board, as PREPA’s Title III Representative, and the 

Fuel Line Lenders entered into the Fuel Line Lender PSA, which generally resolves the Fuel Line 

Lenders’ claims and asserted priority treatment as “Current Expenses” under the Trust Agreement 

and provides for the Fuel Line Lenders to support the Plan. Pursuant to the Fuel Line Lender PSA, 

the Fuel Line Lenders will be receiving Series A Bonds, which will be current interest bonds with 

a 6.0% coupon, at an exchange ratio of 84% of the Allowed Fuel Line Loan Claim (as defined in 

the Plan).

Series A Bonds shall have a final maturity of fifteen (15) years from the Effective Date, 

with an expected repayment of five (5) years from the Effective Date based on upon 2022 Fiscal 

Plan Projections. The Series A Bonds shall be issued on the Effective Date but shall accrue interest 

from the deemed issuance date of December 1, 2022 for purposes of the calculation of interest 

accrued; provided, however, the accrual of interest prior to the Effective Date shall be capped at 

one (1) year. Such interest shall be payable in either cash or in the form of additional Series A 

Bonds at the Oversight Board’s discretion.

Additionally, the Fuel Line Lenders will be entitled to receive on account of their 

Remaining Claim101 a Pro Rata Share of Net Remaining New Bonds, if any, available for 

distribution to the Remaining Series B Bond Claims Pool (each, as defined in the Plan). Finally, 

Fuel Line Lenders shall also receive certain consummation fees and professional fee 

reimbursement fees, in the amounts of $15,000,000 and up to $11,000,000, respectively, each of 

which shall be payable in either cash or in the form of additional Series A Bonds at the Oversight 

Board’s discretion.

In exchange for such consideration, the Fuel Line Lenders have agreed to support 

confirmation of the Plan and, following the Effective Date, move to dismiss Adv. Pro. 19-00396 

with prejudice.

National Settlement

On January 31, 2023, the Oversight Board, as PREPA’s Title III Representative, and 

National entered into the National PSA, which sets out the terms of the settlement of all Claims, 

interests, and controversies among PREPA, the Oversight Board, and National (the “National 

Settlement”). As a result of the National Settlement, National supports the Plan. The National 

Settlement’s terms have been embodied in the Plan and the Debtor is seeking its approval pursuant 

to Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code via entry of the Confirmation 

Order, which will include findings that, among other things, the National Settlement is in the best 

101

“Remaining Claim,” as it pertains to the Fuel Line Loan Claims, shall mean the Allowed Fuel Line Loan Claim 

minus the amount of Series A Bonds received on account of the Allowed Fuel Line Loan Claim (except for Series 

A Bonds received, if any, on account of payment of accrued interest prior to the Effective Date). 

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interests of PREPA, its creditors, and other parties in interest, is fair and equitable, and is well 

within the range of reasonableness. 

Principal Terms of the National PSA

The National PSA, among other things, generally resolves National’s claims arising from 

Bonds it owns or insures, and its Asserted Reimbursement Claim, and provides for National to 

support the Plan. Pursuant to the National PSA, National will be receiving Series B Bonds at an 

exchange ratio of 71.65% of the Allowed National Insured Bond Claim (as defined in the Plan). 

National will also be receiving Series B Bonds at an exchange ratio of 20.00% of the Allowed 

National Reimbursement Claim (as defined in the Plan).

Pursuant to the National PSA, the Oversight Board and PREPA shall use their reasonable 

best efforts to cause PREPA to file, or cause PREPA to request that LUMA Energy file, an 

application with PREB to obtain approval of the equivalent of a one cent ($0.01)/KWH volumetric 

charge from the effective date of the National PSA times the National Insured Bond Claims divided 

by the PREPA Revenue Bond Claims, which, subject to PREB approval, shall be implemented by 

PREPA and added to customers’ bills during the period from approval thereof by PREB up to and 

including the Effective Date (the “Interim Charge”).

Subject to necessary approvals from PREB, from the effective date of the National PSA to 

the Plan Effective Date, National shall receive its pro rata share of revenues generated the Interim 

Charge.102 If, however, PREB approval is not obtained for the Interim Charge, PREPA shall not 

be obligated to make interim payments to National. Cumulative revenues received by National on 

account of the Interim Charge shall not exceed National’s existing coupon on Bonds it owns and/or 

insures. If National receives revenues from the Interim Charge and the Plan is not confirmed nor 

consummated, the amounts received shall constitute a reduction of the distributions to be received 

by National under a future plan, settlement, litigated judgment, or other resolution of National’s 

claims, without further order from the Court. 

National shall also receive certain consummation fees and structuring fees, in the amounts 

of 3% and 2.86% of the Allowed National Insured Bond Claim payable in either cash or in the 

form of additional Series B Bonds at the Oversight Board’s discretion.

If a CVI is offered to other holders of Bonds pursuant to the Amended Plan, National shall 

receive CVI on account of its Bond claim and payments there from equal to fifty percent (50%) of 

the recovery of such holders’ pro rata share until such other holders recover seventy-one and 

eighty-six one hundredths percent (71.65%) of their Bond claims and thereafter shall share, on a 

pro rata basis, equally with such holders.

Unlike certain other non-litigating classes of creditors, National will not receive additional 

Series B Bonds if the Oversight Board prevails on the Lien Counts and/or Recourse Counts in the 

Amended Lien & Recourse Challenge. In other words, National shall not share in Gross 

102 The Oversight Board anticipates that only the portion of the Interim Charge required to compensate National’s pro 

rata portion will be charged. Thus, the Interim Charge will be slightly under 0.1 c/kWh.

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Remaining New Bonds, Net Remaining New Bonds, or Excess New Bonds, if any, distributed 

under the Plan.

In exchange for such consideration, National has agreed to support confirmation of the 

Plan.

Additionally, as further described below, pursuant to the National PSA, in connection with 

the Oversight Board’s pursuit of confirmation of the Plan, the Oversight Board will seek approval 

of its proposed settlement with National of the National Reimbursement Claim. 

National Reimbursement Claim

In connection with the issuance of the Bonds, National issued certain municipal bond 

insurance policies, insuring the payment of principal and interest on the Bonds. In connection with 

the issuance of the insurance policies, PREPA entered into certain Bond insurance agreements 

with National, pursuant to which National asserts that PREPA agreed, to the extent that National

made payments of principal and interest on or incurs any other costs with respect to the Bonds 

insured by PREPA, to reimburse National, with interest, for any and all such payments, and costs 

(i.e., the Asserted Reimbursement Claim).

Pursuant to the Oversight Board’s proposed settlement of the National Reimbursement 

Claim, the Oversight Board proposes to allow the National Reimbursement Claim in the amount 

of $244,728,681.25 (which will be the accrued amount of this claim as of July 1, 2023), and 

provide the holder of such claim with Series B Bonds in a face amount equal to 20.0% thereof. 

The settlement of the National Reimbursement Claim avoids the risk that such claim could be 

allowed in full, including aspects that derive from payments of interest by National since the 

Petition Date, and secured by all net or gross revenues of PREPA, if the Oversight Board does not 

prevail in the Amended Lien & Recourse Challenge and the Court were to determine National is 

fully secured. This recovery amount reflects a deep discount on account of this claim, in fact the 

deepest discount on any claim against PREPA proposed in the Plan. 

The Oversight Board will demonstrate at confirmation that the proposed settlement of the 

National Reimbursement Claim should be approved pursuant to Bankruptcy Code section 

1123(b)(3)(A) and Bankruptcy Rule 9019. If the Court finds that such settlement does not satisfy 

the standard for approval of settlements, or otherwise finds that the proposed settlement and 

treatment of National’s claims under the Plan renders the Plan unconfirmable, such finding shall 

not give rise to an event of termination for National under the National PSA, and the settlement 

and the treatment of National’s claims shall, without further action, convert to a settlement of 

National’s claims, as the case may be, that eliminates the obligation to issue Series B Bonds on 

account of the National Reimbursement Claim and any payments for debt service and any legal, 

consummation, or other fees arising from, relating to, or on account of the National 

Reimbursement Claim; provided, that in such circumstance, National will have the option to forego 

all consideration under the National PSA, including the fees and expenses set forth in Article 

II.D.2, and, in exchange, receive the same treatment as another settling Class of Holders of PREPA 

Revenue Bonds Claims, so long as the settlement with such class whose recovery National would 

receive was reached prior to the earlier to occur of (i) any substantive ruling on the claims and 

counterclaims asserted in the Amended Lien & Recourse Challenge that Holders of PREPA 

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Revenue Bonds are secured by Revenues outside of the Sinking Fund, and (ii) an indication or a 

determination, either oral or written, at a hearing or otherwise, by the Title III Court that the 

Holders of PREPA Revenue Bonds are secured by Revenues outside of the Sinking Fund.

Forms of Consideration Under the Plan

The consideration to be distributed to creditors under the Plan consists of the following, 

each of which is described in detail below:

i. monies deposited in the Sinking Fund;

ii. Up to approximately $5.68 billion in New Bonds to be issued on the Effective Date;

iii. the CVI, to be issued on the Effective Date in the notional amount of the sum of the 

GUC CVI, Settling CVI, and Non-Settling CVI;

iv. The Avoidance Action Proceeds, consisting of the net cash consideration received by 

PREPA in connection with the Avoidance Actions; and

v. cash flow as budgeted annually solely for payments to PREPA PayGo Trust on 

account of the Pension Claim.

Overview of New Bonds to be Issued on the Effective Date

On the Effective Date, Reorganized PREPA shall issue two series of New Bonds—Series 

A Bonds and Series B Bonds. 

Series A Bonds shall have a final maturity of fifteen (15) years from the Effective Date, 

with an expected repayment of five (5) years from the Effective Date based on upon 2022 Fiscal 

Plan Projections. Series A Bonds shall bear interest at a rate of 6.00%, payable semi-annually in 

cash. The Series A Bonds shall be issued on the Effective Date but shall accrue interest from the 

deemed issuance date of December 1, 2022 for purposes of the calculation of interest accrued; 

provided, however, the accrual of interest prior to the Effective Date shall not exceed one (1) year 

and that the interest accrued prior to the Effective Date shall be payable upon the Effective Date 

in the form of Series A Bonds or cash, at the Oversight Board’s sole discretion. The Series A 

Bonds will be issued in a principal amount sufficient to comply with the terms of the Fuel Line 

Lender PSA, which shall be approximately $650,000,000.

Series B Bonds shall have a final stated maturity of fifty (50) years from the Effective Date. 

The Series B Bonds shall be dated as of the Effective Date. Series B Bonds may be issued in the 

form of current interest bonds or convertible capital appreciation bonds and shall bear interest rates 

at a range of six percent (6.00%) to six and seventy-five hundredths percent (6.75%).

Series B Bonds shall be issued in two series: Series B-1 Bonds (Current Interest Bonds) 

and Series B-2 Bonds (Convertible Capital Appreciation Bonds). The Series B-1 Bonds will be 

current interest bonds and shall bear interest at a rate of six percent (6.00%) per annum payable 

semi-annually, with an expected repayment of no later than thirty-four (34) years from the 

Effective Date based on 2022 Fiscal Plan Projections, subject to change based on load projections 

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in subsequent PREPA Fiscal Plans. The Series B-1 Bonds have priority in principal repayment 

over the Series B-2 Bonds. Series B-1 Bonds shall be issued in the principal amount of 

approximately $4.63 billion.

Series B-2 Bonds will be convertible capital appreciation bonds and shall bear interest at a 

rate of six and seventy-five one-hundredths percent (6.75%) per annum, accreting annually until 

July 1, 2028, at which point the Series B-2 Bonds shall convert to paying interest semi-annually, 

with an expected repayment of thirty-five (35) years from the Effective Date based upon 2022 

Fiscal Plan Projections, subject to change based on load projections in subsequent PREPA Fiscal 

Plans. The Series B-2 Bonds shall be issued in an amount equal to the Administrative Expense 

Bonds Amount, with a maturity value of approximately $557,000,000 (with an assumed Effective 

Date of July 1, 2023 and an original principal value of approximately $400,000,000).

Where Reorganized PREPA is obligated to distribute Series B Bonds pursuant to the Plan, 

other than the Administrative Expense Bonds, Reorganized PREPA shall distribute Series B-1 

Bonds.

The New Bonds shall have an aggregate original principal amount of up to approximately 

$5.68 billion.103 Series A Bonds shall be issued in a principal amount sufficient to comply with 

the terms of the Fuel Line Lender PSA. The Series B Bonds shall be issued in a principal amount 

equal to the above referenced principal amounts. 

The New Bonds shall be secured by Reorganized PREPA’s Net Revenues and the right to 

receive Net Revenues. All Revenues shall be deposited in the “General Fund” held by Reorganized 

PREPA. On the first business day of each month, Reorganized PREPA shall apply amounts in the 

following order of priority (the “Payment Waterfall”):

- First, to the payment of Operating Expenses;

- Second, to New Master Trustee fees and expenses not to exceed $100,000 per year;

- Third, to the “Debt Service Fund” held by the New Master Trustee up to the amount of the 

Legacy Charge Revenues, and from and after the Series B Bond Defeasance Date and until 

the CVI Maturity Date, up to the amount of the Remaining Legacy Charge Revenues104; 

and

- Fourth, to Reorganized PREPA for use as set forth in the New Master Indenture.

There shall be no event of default on the New Bonds (prior to stated final maturity of the 

Series A Bonds, solely with respect to the Series A Bonds, and generally with respect to the Series 

B Bonds) for failure to pay scheduled debt service so long as Reorganized PREPA (a) takes 

103 The Ad Hoc Group believes that PREPA can afford to issue substantially more than the $5.68 billion in New 

Bonds.

104 “Remaining Legacy Charge” means the fixed fee component of the Legacy Charge in place as of the Effective 

Date, from and after the Series B Bond Defeasance Date, through the CVI Maturity Date.

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reasonable actions to (i) charge and collect the Legacy Charge,105 (ii) collect the Revenues 

generated by the Legacy Charge, and (iii) deposit the full amount of Net Revenues up to the amount 

of the Legacy Charge Revenues into the Debt Service Fund after providing for distributions made 

in accordance with the Payment Waterfall, and (b) complies with the Interest Rate Covenant. 

With respect to each series of New Bonds, all debt service that is not paid when due, 

whether at or prior to final scheduled maturity, shall remain due and outstanding until paid in full 

and shall be paid. Interest shall not accrue on outstanding obligations under the New Bonds at the 

regular coupon rate after its respective stated maturity; only unpaid interest accrued prior to stated 

maturity and principal will be payable following the stated maturity if any remains outstanding at 

that time, although the Interest Rate Covenant would no longer apply.

A detailed description of the New Bonds to be issued pursuant to the plan can be found in 

Section VI.F of this Disclosure Statement. 

Overview of CVI to be Issued on the Effective Date

On the Effective Date, Reorganized PREPA shall issue the CVI with a 0.00% coupon, a 

final maturity date of thirty-five (35) years after the Effective Date, which shall only be payable if 

the New Bonds and any Refunding Bonds are paid in full prior to their expected 35 year repayment. 

Payments shall be made on the CVI only after the occurrence of the Series B Bond Defeasance 

Date, so long as such date occurs prior to the CVI Maturity Date. If the Series B Bond Defeasance 

Date occurs prior to the CVI Maturity Date, the CVI shall be payable from that portion of Net 

Revenues constituting the Remaining Legacy Charge Revenues deposited to the credit of the Debt 

Service Fund in accordance with the Payment Waterfall until the earlier of (a) the date on which 

the CVI Notional Amount has been paid in full and (b) the CVI Maturity Date. There shall be no 

event of default on the CVI so long as Reorganized PREPA takes reasonable actions to collect 

Revenues generated by the Remaining Legacy Charge and deposits the full amount of Net 

Revenues up to the amount of the Remaining Legacy Charge Revenues into the Debt Service Fund. 

Because the New Bonds are only expected to be repaid in 35 years under the projections 

in the Certified Fiscal Plan, the CVI is “truly contingent” because it would only generate any 

payment if PREPA’s realized load exceeds the Certified Fiscal Plan projections, and Legacy 

Charge Revenues remain after payment of operating expenses, notwithstanding the expiration of 

the Interest Rate Covenant.

105 The Plan does not currently provide that PREPA’s failure to charge and collect any rates other than the Legacy 

Charge is an event of default under the New Bonds. It does, provide, however, that PREPA covenants to “make 

reasonable best efforts to (a) continue to levy and collect rates, fees, and charges, including, but not limited to, the 

Legacy Charge and the Remaining Legacy Charge and (b) deposit Net Revenues collected from such rates, fees, 

and charges into the Debt Service Fund in accordance with the Payment Waterfall.” Plan Art. XIX.H.1. The 

Oversight Board anticipates adding this provision to the New Master Indenture.

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Overview of Legacy Charge

Legacy Charge

PREPA’s current rates are insufficient to provide for the repayment of legacy or 

restructured debts after payment of PREPA’s operating expenses. Accordingly, to provide 

sufficient Net Revenues to provide a source of repayment of the New Bonds to be issued by 

PREPA under the Plan, the Plan requires the Debtor to implement the Legacy Charge, which will 

be an additional charge to PREPA’s current rates. 

The Legacy Charge is comprised of two components, a fixed monthly flat fee (the “Flat 

Fee”) and a volumetric fee (“Volumetric Charge”), set at levels for each customer class, to be 

included in customer rates pursuant to the Plan and Confirmation Order. This hybrid structure 

accounts for important objectives, including providing proper recompense to PREPA’s legacy 

creditors, while minimizing: (i) the strain of increased rates on low-income and vulnerable 

customers, (ii) revenue losses due to customers either reducing their electricity consumption or 

transitioning to alternative electricity supplies. The Oversight Board reserves its rights and may 

amend the rates prior to the confirmation objection deadline, upon further discussion with PREB, 

LUMA Energy and AAFAF, in a manner that will provide similar recoveries to creditors to those 

provided for in the Plan.

The Legacy Charge will have different tiers that will be assessed for each of PREPA’s 

existing customer classes based on various factors, such as a respective capacity to tolerate rate 

increases. Solely for purposes of assessing the Legacy Charge, the Plan will also provide for the 

creation of one new exemption from the Flat Fee and a portion of the Volumetric Charge for other 

low-income residential customers not already falling within an exempted customer class (see 

below).

 

The increase in Net Revenues generated from inclusion of the Legacy Charge will fund 

debt service on the New Bonds after payment of PREPA’s Operating Expenses, as specified in the 

Plan. The Legacy Charge is calculated so that the increase in Net Revenues is projected to cover 

the debt issued under the Plan within 35 years. The Legacy Charge will remain in place for the 

later of (i) the maturity of the CVI106 and (ii) payment in full of the Series B Bonds. Because the 

increase in Net Revenues to be generated from the Legacy Charge is required by the Plan to pay 

debt service, and otherwise necessary to support repayment of the New Bonds issued under the 

Plan, the Oversight Board asserts that PREB is required under Puerto Rico law to approve the 

Legacy Charge rate increase, provided, that PREPA with the approval of PREB will be able to 

amend the Legacy Charge in an economically neutral manner subject to the Amendment Test (as 

defined in the Plan). If repayment in full of the principal of the New Bonds occurs prior to the 

maturity of the CVI, revenues from the fixed fee component of the Legacy Charge in place as of 

the Effective Date thereafter will fund distributions to holders of CVI until the maturity of the CVI. 

Risks relating to the payment of New Bonds and CVI are discussed in Section VIII.

106 The Legacy Charge that would support the CVI is limited to revenues from the Fixed Fee component of the Legacy 

Chare in place as of the Effective Date.

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Application of the Legacy Charge: First, PREPA will charge the Flat Fee to all customers 

each month unless the customer qualifies for an exemption from the Flat Fee. The amount paid 

for the Flat Fee portion of the Legacy Charge is a connection charge assessed on each non-exempt 

customer connected to PREPA’s electricity grid. Second, PREPA will charge a Volumetric 

Charge based on each customer’s consumption of electricity supplied by PREPA. The Volumetric 

Charge will be assessed on a cents per-kilowatt hour basis, the amount of which will vary per 

customer class, for electricity consumed during each billing cycle. Mirroring PREPA’s current 

rate structure, a different Volumetric Charge will be assessed for consumption at or below 500 

kWh per month and for consumption above that level for all residential and certain commercial 

classes.107 A detailed description of the derivation of the Legacy Charge structure is attached 

hereto as Exhibit P.

Customers eligible for an exemption from the Flat Fee will also be exempt from paying the 

Volumetric Charge up to 500 kWh of monthly metered consumption. If an exempt customer’s 

utilization exceeds that threshold, that customer will be charged fifty percent of the Volumetric 

Charge applicable for such customer class for consumption above the threshold on a per-kilowatt 

hour basis.

The Debtor intends to provide a new exemption from the Flat Fee and the Volumetric 

Charge up to 500 kWh for certain customers. This exemption is intended to protect lower-income 

residential customers, which are the most vulnerable, from further burden. To ensure the most 

vulnerable customers are not overly strained by the Legacy Charge, PREPA will create a new 

exemption for qualifying low-income residential customers that are not enrolled in the Lifeline 

Residential Rate (Servicio Residencial Especial) (the LRS rate)108 or the existing public housing 

subsidy rate (the RH3 and RFR rates)—the three rate classes that are also exempt and already 

receive certain subsidies. Residential customers of PREPA will qualify for this new exemption if 

their Modified Adjusted Gross Income (MAGI) is below a certain threshold similar to the MAGI 

eligibility levels needed to qualify for Medicaid healthcare benefits in Puerto Rico.109 It is 

expected that the new exempt class will overlap with the three existing PREPA rate classes listed 

above that are exempt from the Legacy Charge, however, it will include additional customers that 

do not fall into existing exempt rate classes. The Oversight Board is developing a methodology for 

identifying and applying the specific criteria for the additional exemption from the Legacy Charge, 

as discussed in footnote 2 on page 4 of Exhibit P, that would not be burdensome to implement and 

will not change the projected cash flow derived from the Legacy Charge.

PREPA customers currently enrolled in one of PREPA’s existing subsidy customer classes, 

such as those for the elderly, students, customers that depend on lifesaving medical equipment, 

customers with disabilities, and participants in the Puerto Rico Nutrition Assistance Program 

(Programa de Asistencia Nutricional), among others, will continue to receive their existing 

107 PREPA currently utilizes a 425kWh threshold.

108 Customers who fulfill the criteria to enroll in the Nutritional Assistance Program are eligible to enroll in the LRS 

rate. 

109 It has not yet been determined how and how often MAGI threshold levels qualifying for an exemption will be 

monitored and when a customer no longer qualifies. 

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subsidies from PREPA without interruption and may or may not be exempt from the Legacy 

Charge depending on whether they fall within the exempted customer classes mentioned above. 

The Legacy Charge will be collected as part of the PREPA bill by PREPA’s operator and 

servicer in the same manner the bills are currently collected.

The level of Flat Fee and Volumetric Charge that different customer classes will incur to 

support payment of the New Bonds is set forth in the table below. Notably, however, PREPA, 

with the approval of PREB, subject to the Amendment Test, will have the ability to modify the 

Flat Fee and Volumetric Charge provided that it will be done in an economically neutral manner, 

in structure and amounts that do not delay or extend the respective expected repayment date and 

expected weighted average life of the Series A Bonds and the Series B Bonds, and otherwise that 

are reasonably acceptable to the Required Fuel Line Lenders, and which will not decrease the 

projected revenues attributable to the Legacy Charge as of the date of the amendment to the Legacy 

Charge.110

Legacy Charge Allocation

Fixed Fee

($/month)

Volumetric Charge 

(</=500 kWH, 

c/kWH)

Volumetric Charge 

(>500 kWH, 

c/kWH)

RESIDENTIAL

RH3, LRS, RFR $ - - 1.50

GRS 111/112 (Subsidy-eligible) $ - - 1.50

GRS 111/112 (General) $ 13 0.75 3.00

COMMERCIAL

GSS 211 $ 16.25 1.50 3.00

GSP 212 $ 800 1.45 1.45

GST 213 $ 1,800 0.97 0.97

862

GOVERNMENT

GSS 211 $ 20 1.45 2.90

GSP 212 $ 800 1.45 1.45

GST 213 $ 1,800 0.97 0.97

862

MUNICIPALITIES

GSS 211 $ - - -

GSP 212 $ - - -

110 The Legacy Charge will be assessed on all of PREPA’s customers, except where the Plan specifically exempts 

some or all of the Flat Fee or Volumetric Charge. While all rate classes are subject to the Legacy Charge, some 

may currently be “empty” classes that do not have any customers. For the avoidance of doubt, any rate class not 

identified in the Plan or herein, any class not included in Annex 1 to Plan Schedule B (but included in Annex 2 to 

Plan Schedule B), any class that is subsequently created, or any existing but empty rate class that subsequently has 

customers, will be subject to the Legacy Charge and will be classified in a way that does not decrease the projected 

revenues attributable to the Legacy Charge, unless PREPA, with the approval of PREB, subject to the Amendment 

Test, will modify the Legacy Charge in an economically neutral manner, which shall not decrease the projected 

revenues attributable to the Legacy Charge.

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GST 213 $ - - -

862

INDUSTRIAL

GSS 311 $ 20 2.18 2.18

GSP 312 $ 800 2.18 2.18

GST 313 $ 1,800 1.45 1.45

TOU-T 363 $ 1,800 1.45 1.45

LIS 333 $ 1,800 1.45 1.45

TOU-T 963 $ 1,800 1.45 1.45

PREPA Customer Segmentation111

PREPA maintains a differentiated rate structure for its customers depending on their 

customer class. The descriptions below, in conjunction with any other categorization of customers 

currently utilized by PREPA, identify categories of PREPA’s customer base that may be utilized 

in establishing how each PREPA customer is charged the Legacy Charge.

Residential Classes

1. GENERAL RESIDENTIAL SERVICE (GRS) - This rate shall apply to residential 

customers for domestic uses for a residence or apartment unless they fit into one of the 

other classes below. This rate may also apply to houses, apartments, and other structures 

which are primarily intended for residential purposes, where no more than two rooms in 

which the total connected load does not exceed 500 watts are used by tenant for business 

or professional purposes.

2. LIFELINE RESIDENTIAL SERVICE (LRS) - This rate shall apply to residential 

customers, who fulfill the Nutritional Assistance Program criteria, for all domestic uses for 

a residence or apartment.

3. RESIDENTIAL SERVICE FOR PUBLIC HOUSING PROJECTS (RH3) - This rate shall 

apply to residential customers of Public Housing Projects supported or subsidized in whole 

or in part by loans, grants, contributions or appropriations of the federal, state, or municipal 

governments. 

4. RESIDENTIAL FIXED RATE FOR PUBLIC HOUSING UNDER OWNERSHIP OF 

THE PUBLIC HOUSING ADMINISTRATION (RFR) - The RFR Rate is established by 

according to the dispositions of Act 22-2016 and is granted to customers residing in a 

housing unit physically located within a public housing project owned by the Public 

Housing Administration for all domestic uses.

Commercial and Industrial Classes

111 PREPA rate book, as of May 2019. Accessible at: https://lumapr.com/wp-content/uploads/2021/07/Tariff-BookElectric-Service-Rates-and-Riders-Revised-by-Order-05172019-Approved-by-Order-05282019.pdf.

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1. GENERAL SERVICE AT SECONDARY DISTRIBUTION VOLTAGE (GSS) - This rate 

shall apply to any non-residential service with a load lower than 50 kVA. Also, it shall 

apply to temporary electric power service for limited use in streets, carnivals and others.

2. GENERAL SERVICE AT PRIMARY DISTRIBUTION VOLTAGE (GSP) - This rate 

shall apply to industrial customers and commercial customers. Service shall be rendered 

through a single point of connection and a single meter. 

3. GENERAL SERVICE AT TRANSMISSION VOLTAGE (GST) - This rate shall apply to 

commercial and industrial customers, connected to the transmission system, that have a 

demand of 250 kVA or greater, for general uses including motive power, heating, 

refrigeration, and incidental lighting of industries, hotels, and any other establishment. 

4. TIME OF USE AT PRIMARY DISTRIBUTION VOLTAGE (TOU-P) - This rate shall 

apply to commercial and industrial customers with a demand of 1,000 kVA or greater, that: 

1. Transfer load from the on-peak period to the off-peak period 2. Add load during the offpeak period 3. Remove load from the on-peak period 

5. TIME OF USE AT TRANSMISSION VOLTAGE (TOU-T) - This rate shall apply to 

commercial and industrial customers with a demand of 1,000 kVA or greater, that: 1. 

Transfer load from the on-peak period to the off-peak period 2. Add load during the offpeak period 3. Remove load from the on-peak period

6. LARGE INDUSTRIAL SERVICE -115 kV (LIS) - This rate is exclusively for industries 

with a demand equal to 12,000 kW or higher, with a load factor equal to 80% or higher, 

and a monthly average power factor equal to 95% or higher. 

7. GENERAL AGRICULTURAL SERVICE AND AQUEDUCT PUMPS OPERATED BY 

RURAL COMMUNITIES (GAS) - This rate applies to farmers and customers dedicated 

to raising animals. The service shall be provided for motive power, lighting, irrigation 

pumps, refrigeration and heating. Also, this rate applies to customers that operate pumps 

to supply aqueduct service exclusively in rural communities; incidental lighting related to 

this operation is permitted.

8. OUTDOOR SPORTS FIELD LIGHTING FOR PARKS WHERE ADMISSION RIGHTS 

ARE COLLECTED (LP-13) - This rate shall apply to sports fields where admission rights 

are collected having a connected load for outdoor illumination of 500 kilowatts or greater

9. CABLE TV POWER SUPPLIES (CATV) - This rate applies to all cable TV power 

supplies.

10. UNMETERED SERVICE FOR SMALL LOADS (USSL) - This rate shall apply to the 

services of the electric equipment installed on PREPA’s pole or structures that operate 24 

hours a day, except for that equipment for which PREPA has another rate available (for 

example: Cable TV). 

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11. POWER PRODUCERS CONNECTED AT PREPA BUS BAR - This rate shall apply to 

large power producers connected to the 230 kV bus bar that require PREPA’s electric 

power service during startup, programmed maintenance, and outages of its generating 

equipment.

12. PUBLIC LIGHTING GENERAL (PLG) - This rate shall apply to the lighting of streets, 

ball parks and other parks of free admission, plazas, telephone booths, bus shelters, and 

traffic and police strobe lights.

Overview of Avoidance Action Trust

PREPA has identified certain Avoidance Actions, listed on Exhibit L, which will be 

transferred to the Avoidance Actions Trust on the Effective Date.112 On or before the Effective 

Date, PREPA will enter into the Avoidance Actions Trust Agreement and establish the Avoidance 

Actions Trust. The Avoidance Actions Trust Assets will consist of the Avoidance Actions and 

Cash held by the Avoidance Actions Trustee. The Avoidance Actions Trust will be governed by 

a three-member board appointed as of the Effective Date, selected by the Oversight Board. This 

board will appoint the Avoidance Actions Trustee on or prior to the Effective Date.

The Avoidance Actions Trustee will have the power to litigate or compromise and settle 

the Avoidance Actions. On a monthly basis, the Avoidance Actions Trustee will distribute to the 

GUC Trust all excess cash on hand, which will be a part of the General Unsecured Claim Recovery. 

Class Treatment and Potential Variation Based on Contingent 

Litigation

PREPA is currently involved in various contested matters and adversary proceedings with 

parties such as the Bondholders and PREPA ERS. Resolution of these proceedings, whether by 

decision or settlement, will have a material effect on certain creditors’ recovery under the Plan. 

The following section first summarizes these proceedings and their individual significance, then 

describes the effect the outcomes of these proceedings will have on creditors’ recovery under the 

Plan. 

Litigation Affecting Distributions Under the Plan

Amended Lien & Recourse Challenge

The Oversight Board is currently litigating The Financial Oversight and Management 

Board for Puerto Rico v. U.S. Bank Nat’l Ass’n, Adv. Proc. No. 19-00391 (D.P.R. July 1, 2019) 

112 The Oversight Board will disclose in a plan supplement whether certain avoidance actions, including what the UCC 

refers to as the “Fuel Oil Litigation” (Adv Proc. Nos. 19-00381, 19-00384), and other vendor actions, including 

Adv Proc. No. 19-00384, and/or their proceeds will be added to the Avoidance Action Trust. If the Oversight 

Board determines to transfer such actions or their proceeds to the Avoidance Actions Trust, it would only serve to 

enhance the GUC recoveries disclosed in the Plan. These avoidance actions are described in Part V on the 

Disclosure Statement. While the Oversight Board will not undertake to value these actions (which would likely 

involve some estimation of the probability of success), the amount PREPA is seeking to avoid can be determined 

by reference to the complaint themselves. 

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(the “Amended Lien & Recourse Challenge”), whereby the Oversight Board seeks to (i) disallow 

any secured claim held by the Bondholders beyond the funds actually deposited in the Sinking 

Fund (the “Lien Scope Counts”); and (ii) limit any potential recourse, secured or unsecured, to the 

monies deposited in the in the aforementioned funds (the “Recourse Counts”). 

If the Title III Court finds that the Bond Trustee’s security interest and recourse is limited 

to the Sinking Fund, then PREPA may be able to satisfy the approximately $8.5 billion in asserted 

Bond claims by providing the monies currently in the Sinking Fund, thus greatly enhancing the 

recoveries of many of PREPA’s other creditors.

If the Title III Court holds the security interest is limited in the manner described above, 

but that the Bond Trustee has an unsecured deficiency claim against PREPA for the amount not 

satisfied by the monies in the Sinking Fund, then such deficiency claim would share pro rata with 

PREPA’s other General Unsecured Claims, significantly diluting such claimholders’ recoveries.

Finally, if the Title III Court determines the Bond Trustee has a security interest in 

PREPA’s present or future net or gross revenues, the Bondholders will receive Series B Bonds in 

a face amount equal to the value of their collateral, up to all Series B Bonds available for 

distribution under the Plan and subject to Series B Bonds provided to the Settling Bondholders. In 

addition, the Ad Hoc Group believes that the value of the Series B Bonds may be substantially less 

than their face amount because it insists they are not market securities. To the extent the Series B 

Bonds are insufficient to pay the Bond Trustee the value of its collateral, the Bond Trustee may 

argue at confirmation that PREPA is obligated to issue additional Series B Bonds or otherwise 

provide for additional payment to the Bond Trustee not currently contemplated by the Plan. In 

such circumstance, the Plan may not be confirmable or feasible without material amendments. 

Additionally, in this scenario, the Bond Trustee may also have an unsecured deficiency claim 

against PREPA, which claim, to the extent not satisfied by the issuance of Series B Bonds, would 

share pro rata with PREPA’s other General Unsecured Claims. 

PREPA ERS Current Expense Litigation

On October 30, 2019, PREPA ERS filed an amended complaint against PREPA and other 

parties seeking determinations that all amounts owed to it are “Current Expenses” under the Trust 

Agreement and must be paid before any further payments are made to the Bond Trustee or the 

Bondholders. PREPA ERS further argued it is a third party beneficiary of the Trust Agreement 

and the Trust Agreement constitutes a valid subordination agreement under the Bankruptcy Code. 

PREPA ERS holds a significant claim against PREPA. Should the Title III Court find 

PREPA ERS’s claims are a “Current Expense” and entitle them to repayment in full before Bond 

claims receive any recovery, the distributions under the Plan may have to be amended, although 

the amount of overall consideration under the Plan could remain unchanged. 

Fuel Line Lender Priority Action

The Oversight Board, the Ad Hoc Group, the Monoline Insurers, the Bond Trustee, and the 

Fuel Line Lenders are currently litigating the Current Expense Adversary Proceeding, whereby the 

Fuel Line Lenders seek declarations that all amounts owed to them are “Current Expenses” under 

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the Trust Agreement and subordination of the Bondholders’ claims. The Oversight Board 

proposes to settle the Current Expense Adversary Proceeding

The Oversight Board has entered in the Fuel Line Lender PSA that settles the Fuel Line 

Lenders’ claims against PREPA and the counts against PREPA in the Current Expense Adversary 

Proceeding as part of this Plan by giving the Fuel Line Lenders bonds that are senior to the bonds 

that all other creditors, including the Bondholders, will receive. Certain creditors have argued that 

this is an intercreditor dispute that the Oversight Board cannot settle. They also take issue with 

the amount and terms of the consideration. The Oversight Board believes that, because the claims 

are against PREPA, it can settle such claims against PREPA in the reasonable amount embodied 

in the Fuel Line Lender PSA. The Oversight Board further believes that, under the Trust 

Agreement, PREPA has discretion to determine which expenses constitute “Current Expenses” 

and can therefore be paid ahead of bondholders. The Ad Hoc Group contends the Bonds are 

payable before other creditors and that the Trust Agreement does not permit payment of the Fuel 

Line Lenders’ claims prior to payment on the Bonds.

Class Treatment Based on Litigation Outcomes

Settling Bondholder Claims

Regardless of the outcome of the above-described proceedings, Settling Bondholders will 

receive from PREPA a stated recovery of 50.00% on their respective Allowed claims in the form 

of their pro rata share of the Sinking Fund and a distribution of Series B Bonds. However, the 

quantity of recovery on the remaining portions of their Allowed claims depends on the result of 

the Amended Lien & Recourse Challenge. If PREPA and the Oversight Board prevail on the Lien 

Scope Counts and Recourse Counts, then the Non-Settling Bondholders and Non-Settling 

Monolines’ recovery may be limited to the Sinking Fund, and additional Series B Bonds may 

therefore be available for distribution to Settling Bondholders. In such a scenario, the Oversight 

Board currently anticipates Settling Bondholder Claims would be receive 100% recoveries in 

Series B Bonds. If, on the other hand, the Non-Settling Bondholders and Non-Settling Monolines 

prevail on some or all counts, then the Settling Bondholders will receive CVI in an amount equal 

to their remaining allowed claims. 

Non-Settling Bondholder and Non-Settling Monoline Claims

The Non-Settling Bondholders and Non-Settling Monolines’ recovery is determined, in 

part, by the outcome of the Amended Lien & Recourse Challenge and whether they vote to accept 

the Plan provided, however that regardless of the outcome, Non-Settling Bondholders and NonSettling Monolines will receive their pro rata share of the Sinking Fund.

If Non-Settling Bondholders prevail on the Recourse Counts, then any allowed unsecured 

deficiency claim will share, pro rata, in the General Unsecured Claim Recovery with all other 

holders of Claims in the Unsecured Claims Pool. 

If Non-Settling Bondholders and Non-Settling Monolines prevail on the Lien Scope 

Counts, they will receive Series B Bonds in the face amount equal to the value of their collateral 

beyond amounts in the Sinking Fund, up to the amount of Series B Bonds available for distribution 

after distributions to the Settling Bondholders.

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If Non-Settling Bondholders and Non-Settling Monolines vote to accept the Plan and the 

Oversight Board prevails on the Recourse Counts, they will receive CVI in the notional amount of 

such holder’s Remaining Disallowed Non-Settling Claim, defined as the principal and interest 

accrued and unpaid on their PREPA Revenue Bond claim through the Petition Date, minus the 

cash from the Sinking Fund distributed to such holder.

Assured Insured Interest Rate Swap Claims

The Assured Insured Interest Rate Swap Claims were to have received substantially the 

same treatment as settled bond claims under the 2019 RSA. The Assured Insured Interest Rate 

Swap Claims have the same priority, if any, as the PREPA Revenue Bond Claims, which the 

Oversight Board believes is the basis for the Plan’s provisions affording the swap claims with the 

same treatment as the bond claims and for the related references in the Plan to the Amended Lien 

& Recourse Challenge. The outcome of the Amended Lien & Recourse Challenge, therefore, 

would impact their recoveries in the same manner it would impact holders of claims in Class 2.

Fuel Line Loan Claims

To settle their claims, including their assertion of priority over the Bond Claims and 

assertion of entitlement to postpetition interest, the Fuel Line Lenders will receive treatment of (i) 

Series A Bonds in the face amount equal to 84.00% of their prepetition claim, (ii) Series A Bonds 

or cash, in the Oversight Board’s discretion, in the face amount of interest deemed to have accrued 

on account of each holder’s pro rata share of Series A Bonds to be distributed during a period 

equal to the shorter of December 1, 2022 through the Effective Date or one (1) year, and (iii) for 

the remaining 16.00% of their claim, a pro rata share of the Series B Bonds that remain after 

distribution of such bonds to National, Settling Bondholders, and Non-Settling Bondholders, 

initial distribution to the GUC Trust for the benefit of holders of claims in the General Unsecured 

Claims Pool up to 50.00% of their Allowed Claims, and the 20% distribution of the Net Remaining 

New Bonds to the PREPA PayGo Trust.

In exchange for their efforts in connection with consummation of their settlement and 

confirmation of a plan, and not on account of their claims, the Fuel Line Lenders shall receive the 

Fuel Line Lender PSA Creditors Fees, comprised of $15 million in consummation costs and up to 

$11 million in professional fee reimbursement. 

General Unsecured Claims

Much like recovery for the Non-Settling Bondholders and Non-Settling Monolines, 

recovery for General Unsecured Claims will vary materially based on the Amended Lien & 

Recourse Challenge’s outcome. 

If the Non-Settling Bondholders and Non-Settling Monolines prevail on all counts, holders 

of General Unsecured Claims will receive their pro rata share of the Series B Bonds available for 

distribution, if any, after distribution of such Bonds to the Settling Bondholders, National, Fuel 

Line Lenders, and Non-Settling Bondholders (up to the amount of the value of their collateral). If 

the Non-Settling Bondholders’ collateral is determined to be the same or greater than the Series B 

Bonds available for distribution, holders of General Unsecured Claims will receive no New Bonds 

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under the Plan, but will share on a pro rata basis in the proceeds of the Avoidance Action Trust 

and CVI.

If the Non-Settling Bondholders and Non-Settling Monolines lose on the Lien Scope 

Counts, but prevail on the Recourse Counts, then their deficiency claims will receive the General 

Unsecured Claim Recovery. This result would substantially dilute the recovery of other holders 

of General Unsecured Claims. The Oversight Board currently estimates General Unsecured 

Claims would receive Series B Bonds in the amount of approximately 46.49% of their claim in 

this scenario.

If the Non-Settling Bondholders and Non-Settling Monolines lose on all counts in the 

Amended Lien & Recourse Challenge, then holders of General Unsecured Claims will receive 

their pro rata share of the Series B Bonds up to 100% of their claim.113 

In all events, holders of General Unsecured Claims will receive, payable from the GUC 

Trust, their pro rata share of the Avoidance Action Proceeds. They will also receive CVI in the 

notional amount of their remaining claim after distributions of Series B Bonds, if any.

Bondholder, Monoline, and Assured Insured Interest Rate Swap 

Exchange Offer

PREPA is currently a party to two interest rate swaps, with JPMorgan Chase Bank N.A. 

and UBS AG as counterparties, with notional amounts of $169.53 million and $83.34 million 

respectively. Both swaps mature on July 1, 2029. Given that swap payments are calculated 

periodically, the estimated amount of such payments (including termination damages) is not 

presently ascertainable. 

In order to allow holders of PREPA Revenue Bond Claims and Assured Insured Interest 

Rate Swap Claims to settle their Claims against PREPA, the Oversight Board provided each such 

holder with the opportunity to sign a settlement agreement by the expiration of the Exchange Offer 

Period (as defined below), pursuant to which such holder could agree to be treated as a Settling 

Bondholder or Settling Monoline, as appropriate, pursuant to the Plan. Any signing claimholder 

shall receive a contra-CUSIP in exchange for their current holdings. Any holder that did not sign 

and deliver the settlement agreement shall be treated as a Non-Settling Bondholder or Non-Settling 

Monoline, as appropriate, and will not be able to join the Settling Bondholder and Settling 

Monoline Class, unless the Oversight Board agrees to extend such deadline, but in no event will 

113 This assumes the amount of General Unsecured Claims is less than $3 billion. The Oversight Board currently 

estimates the amount of General Unsecured Claims at $800 million, with a low estimated value of approximately 

$300 million and a high estimated value of approximately $1.43 billion. See Section II.B.8. If the amount of 

General Unsecured Claims exceeds $3 billion, distributions to General Unsecured Claims would be made as 

follows: General Unsecured Claims will receive their pro rata share of the Series B Bonds up to 50% of their 

claim. Of the Series B Bonds that remain available for distribution thereafter, 20% of such bonds will go to the 

PREPA PayGo Trust. The remaining 80% of Series B Bonds will be shared pro rata among (i) the Remaining 

Claims of the holders of General Unsecured Claims, (ii) 40.00% of Settling Bondholders Remaining Claims, and 

(iii) the Remaining Claims of the Fuel Line Lenders. If and only if both (a) GUC New Bonds equal 100% of the 

Remaining Claims of the Unsecured Claims Pool and (b) 100% of the Remaining Claims of the Fuel Line Lenders 

are paid in full, Settling Bondholders will receive up to an additional 60% of their pro rata share of Net Remaining 

New Bonds, if any.

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such deadline be extended after a ruling by the Title III Court on the Amended Lien & Recourse 

Challenge. 

The Holder of Assured Insured Interest Rate Swaps Claims was also entitled to settle 

claims, rights, and remedies against PREPA arising under the swap agreements and applicable law 

(including, without limitation, claims arising under the Bankruptcy Code safe harbor provisions). 

The Holder of Assured Insured Interest Rate Swap Claims did not elect to settle such claims during 

the Exchange Offer Period and, accordingly, will receive the same treatment as Non-Settling 

Bondholders and Non-Settling Monolines under the Plan if such claims are Allowed. 

The Oversight Board commenced the period within which the holders of uninsured PREPA 

Revenue Bond Claims can sign the settlement offer (the “Exchange Offer Period”) on January 27, 

2023, with the Exchange Offer Period concluding on February 24, 2023 at 5p.m. (ET). See Notice 

of Distribution of Settlement Offer Notice to Uninsured Bondholders [ECF No. 3171] (“Settlement 

Agreement Notice”). Each eligible holder received through The Depository Trust company 

(“DTC”) a settlement offer notice, a settlement agreement, and settlement term sheet, pursuant to 

which such holder may become a Settling Bondholder under the Plan, and explaining, among other 

things, the proposed treatment of such holder’s Claims if the holder signs the settlement 

agreement.114 During the Exchange Offer Period, 0.98% of eligible holders with claims totaling 

approximately $75 million signed the settlement agreement and elected to be treated as Settling 

Bondholders under the Plan. Any failure to deliver the signed agreement prior to the expiration of 

the Exchange Offer Period will prevents such holder from opting into the settlement class and from 

receiving the treatment that such class will receive if the Disclosure Statement is approved and the 

Plan is confirmed. 

Illustrative Distribution of New Bonds Under the Plan

For illustrative purposes only, the following summarizes the distributions of New Bonds 

under the Plan:

1. Approximately four-hundred million ($400,000,000), or such lower principal 

or original principal amount as determined by the Oversight Board at or prior 

to the Confirmation Hearing, in Series B Bonds will be sold to the 

Commonwealth at par for Cash to fund payments of Administrative Expense 

Claims. 

2. Holders of Fuel Line Loan Claims will receive Series A Bonds in the amount 

of 84.00% of their Allowed Claim. The Series A Bonds will accrue up to 1 

years’ worth of interest from the date the Fuel Line Lender PSA is effective, 

payable in Series A Bonds or Cash. They will also receive Cash or Series A 

Bonds for the Fuel Line Lender Creditors Consummation Fees and Fuel Line 

Lender PSA Creditors Professionals’ Reimbursement Fees. They will also get 

distributions on their Remaining Claim (16.00%) depending on the outcome, or 

114 Copies of these documents are included as exhibits to the Settlement Agreement Notice. 

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favorable settlement, of the Amended Lien & Recourse Challenge (see #7 

below).

3. National will receive 71.65% of the Allowed National Insured Bond Claim and 

20.00% of the Allowed National Reimbursement Claim in Series B Bonds.

4. Settling Bondholders will receive between 50.00% of their Allowed Claim in 

Series B Bonds. They will also get distributions on their Remaining Claim 

depending on the outcome, or favorable settlement, of the Amended Lien & 

Recourse Challenge (see #7 below).

5. Non-Settling Bondholders and Non-Settling Monolines will receive Series B 

Bonds in accordance with their litigation recoveries. This could be nothing if 

they lose Lien Counts and Recourse Counts, or it could be up to all the Series 

B Bonds that remain available for distribution if they win the Lien Counts and 

the Court determines their collateral is worth as much as the Series B Bonds 

available for distribution after primary distributions to Settling 

Bondholders.115 If the Non-Settling Bondholders and Non-Settling Monolines 

lose the Lien Counts but win on Recourse Counts, they will have a deficiency 

claim that will be treated the same as General Unsecured Claims.116

6. General Unsecured Claims will receive, up to 50.00% of their claim, the Series 

B Bonds that remain after distributions to the Fuel Line Lenders, National, the 

Settling Bondholders, and Non-Settling Bondholders and Non-Settling 

Monolines. They will also get distributions on their Remaining Claim 

(50.00%) depending on the outcome, or favorable settlement, of the Amended 

Lien & Recourse Challenge (see #7 below).

7. If there are Series B Bonds remaining after paying General Unsecured Claims 

and Deficiency Claims (if any) up to 50.00% of their claims, then the PREPA 

PayGo Trust will get 20.00% of the Gross Remaining New Bonds.

8. The other 80.00% of the Gross Remaining New Bonds will be shared ratably 

between the Remaining Claims of (i) General Unsecured Claims (50.00%), (ii) 

the Fuel Line Lenders (16.00%), and (iii) 40.00% of the Remaining Claims of 

the Settling Bondholders (i.e., 20.00% (40.00% of 50.00%)).

9. If and only if both (a) GUC New Bonds equal 100% of the Remaining Claims 

of the Unsecured Claims Pool and (b) 100% of the Remaining Claims of the 

115 Certain creditors have asserted the amount of Series B Bonds that Non-Settling Bondholders would receive could 

be more than the amount of Series B Bonds contemplated under this Plan (in which case this Plan may not be 

confirmable or feasible without material amendments).

116 Holders of Assured Insured Interest Rate Swap Claims will receive the same treatment as Non-Settling Bondholders 

and Non-Settling Monolines.

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Fuel Line Lenders are paid in full, Settling Bondholders will receive up to an 

additional 60% of their pro rata share of Net Remaining New Bonds, if any.

10. Excess New Bonds available after creditors recover fully on their Allowed 

Claims, shall either be deemed not to be issued by PREPA, or shall be issued 

and distributed to the PREPA PayGo Trust, at PREPA’s discretion.

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Settlement of Outstanding Disputes 

Settlement of Outstanding Disputes with National

Pursuant to the terms of the National PSA, and in exchange for the consideration to be 

provided in the Plan, National agrees to settle, waive, release, and discharge all claims against 

PREPA, including, but not limited to, the following disputes (such disputes are summarized in 

Section V of this Disclosure Statement):

• Amended Lien & Recourse Challenge:

o All counterclaims and affirmative defenses related to The Financial Oversight 

and Management Board for Puerto Rico v. U.S. Bank Nat’l Ass’n, Adv. Proc. 

No. 19-00391 (D.P.R. July 1, 2019).

o Any other claims, theories, rights, and defenses related to, among other things, 

their proofs of claims and/or the Master PREPA Bond Claim, including, but not 

limited to, the scope of the asserted security interest in PREPA’s property, 

assets, or revenues, whether the claims have recourse beyond moneys deposited 

to the credit of the Sinking Fund, and other asserted rights related to certain 

contractual covenants or statutory rights, including to seek appointment of a 

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receiver, an increase in PREPA’s electricity rates, or the enforcement of 

collection of customers’ bills. 

• Motion to Appoint Receiver and Dismiss Title III Case:

o Motion to Dismiss PREPA’s Title III Case.

o Any other motions, objections or joinders to these or such other motions or 

objections that may be filed related to the requested relief, including, but not 

limited to, seeking to lift the automatic stay, the appointment of a receiver at 

PREPA, and the dismissal of PREPA’s Title III Case.

Pursuant to the terms of the Settlement Offer Memorandum, Settling Bondholders made 

various covenants, including a covenant not to take or encourage any other person to take any 

action which would reasonably be expected to impede the administration of the Title III Case or 

the confirmation or consummation of the Plan. 

Settling Bondholders may only terminate the Settlement Agreement in limited 

circumstances. 

Settlement of Outstanding Disputes with Settling Bondholders 

Pursuant to the terms of the Settlement Offer Memorandum, and in exchange for the 

consideration to be provided in the Plan, the Settling Bondholders agree to settle, waive, release, 

and discharge all claims against PREPA, including, but not limited to, the following disputes (such 

disputes are summarized in Section V of this Disclosure Statement):

• Amended Lien & Recourse Challenge:

o All counterclaims and affirmative defenses related to The Financial Oversight 

and Management Board for Puerto Rico v. U.S. Bank Nat’l Ass’n, Adv. Proc. 

No. 19-00391 (D.P.R. July 1, 2019).

o Any other claims, theories, rights, and defenses related to, among other things, 

their proofs of claims and/or the Master PREPA Bond Claim, including, but not 

limited to, the scope of the asserted security interest in PREPA’s property, 

assets, or revenues, whether the claims have recourse beyond moneys deposited 

to the credit of the Sinking Fund, and other asserted rights related to certain 

contractual covenants or statutory rights, including to seek appointment of a 

receiver, an increase in PREPA’s electricity rates, or the enforcement of 

collection of customers’ bills. 

• Motion to Appoint Receiver and Dismiss Title III Case:

o Motion to Dismiss PREPA’s Title III Case.

o Any other motions, objections or joinders to these or such other motions or 

objections that may be filed related to the requested relief, including, but not 

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limited to, seeking to lift the automatic stay, the appointment of a receiver at 

PREPA, and the dismissal of PREPA’s Title III Case.

Settlement of Outstanding Disputes with Fuel Line Lenders

Pursuant to the terms of the Fuel Line Lender PSA, and in exchange for the consideration 

to be provided in the Plan, if the Fuel Line Lenders vote to accept the Plan, they agree to settle, 

waive, release, and discharge all claims against PREPA and the Settling Bondholders, including 

the following disputes (such disputes are summarized in Section V.G.3 of this Disclosure 

Statement):

• Cortland Capital Market Services LLC v. The Financial Oversight and Management 

Board for Puerto Rico, Adv. Proc. No. 19-00396 (D.P.R. July 9, 2019).

• Any other claims or rights related to the Fuel Line Loans, including, but not limited to, 

the Fuel Line Lenders’ asserted priority and seniority over the Bonds pursuant to any 

agreement.

Settlement of Outstanding Disputes with Vitol 

Pursuant to the terms of the Vitol Settlement Agreement, and in exchange for the 

consideration to be provided in the Plan, the following disputes in connection with Vitol will be 

compromised and settled pursuant to the Plan (such disputes are summarized in Section V.G.20-

21 of this Disclosure Statement):

• Vitol’s Releases:

o Upon the effective date of the Plan, Vitol has agreed to release PREPA and the 

Oversight Board from any and all claims and causes of action arising out of or 

relating in any manner whatsoever to PREPA v. Vitol Inc. et al., Adv. Proc. No. 

19-00453 (D.P.R. Nov. 14, 2019).

o For the avoidance of doubt, the Vitol Settlement Agreement expressly preserves 

any and all of Vitol’s claims, rights, and defenses related to the avoidance action 

styled Special Claims Comm. v. Inspectorate America Corp., Adv. Proc. No. 

19-00388 in Case No. 17-bk-3283-LTS, D.P.R.

• PREPA’s Releases:

o Upon the effective date of the Plan, PREPA has agreed to release Vitol from 

any and all claims and causes of action arising out of or relating in any manner 

whatsoever to PREPA v. Vitol Inc. et al., Adv. Proc. No. 19-00453 (D.P.R. Nov. 

14, 2019).

o For the avoidance of doubt, the Vitol Settlement Agreement expressly preserves 

any and all of PREPA’s claims, rights, and defenses related to the avoidance 

action styled Special Claims Comm. v. Inspectorate America Corp., Adv. Proc. 

No. 19-00388 in Case No. 17-bk-3283-LTS, D.P.R.

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Estimation of Allowed General Unsecured Claims

As described further herein, the Plan treats and discharges claims filed against PREPA, 

including a class of General Unsecured Claims. While almost $6 billion of General Unsecured 

Claims have been filed against PREPA, claims reconciliation remains ongoing by the Debtor, the 

Oversight Board, and their professional advisors. Attached hereto as Exhibit O is a table 

describing the asserted amounts of filed claims, as well as the Debtor’s current low and high 

estimates for various categories of General Unsecured Claims and the current “Adjusted Estimated 

Value,” reflecting the Debtor’s reasonably best projection regarding the ultimate allowed amount 

of General Unsecured Claims for purposes of providing information to holders of General 

Unsecured Claims regarding their potential recoveries under the Plan. Of course, as noted in 

Article VIII of this Disclosure Statement, the recovery for holders of General Unsecured Claims 

might be higher or lower depending on the actual amount of General Unsecured Claims ultimately 

allowed. This uncertainty is unavoidable as the claim reconciliation process is ongoing.

As described further on Exhibit O, the Debtor’s Adjusted Estimated Claim Value is 

approximately $800 million, with a low estimated value of approximately $300 million and a high 

estimated value of approximately $1.43 billion. The differences between the estimates are 

attributable to six categories of General Unsecured Claims: (a) PPOA rejection damages claims, 

(b) the grievances portion of UTIER’s proof of claim, (c) litigation claims, (d) a litigation claim 

filed by UITICE, and (e) employee-related claims. 

PPOA Claims. 

Almost $3 billion of the General Unsecured Claims pool has been asserted by 121

counterparties to terminated PPOAs agreements or master PPOAs, each of whom alleges millions 

of dollars (in certain cases, hundreds of millions) in damages relating to development costs, loss 

of profits that such claimants believe they would have been entitled to under each claimant’s 

respective PPOA, and other damages. 

The Oversight Board anticipates it will object to certain PPOA claims in advance of Plan 

confirmation. To develop its estimates, the Debtor and its professional advisors have investigated 

and considered the viability of each of the three components of the PPOA claims. The vast 

majority of the face value of such claims assert damages in the form of lost profits. However, the 

Oversight Board believes the holders of PPOA claims are not entitled to claim any such damages 

because (i) each of the PPOAs was terminated in accordance with its terms and subject to 

provisions contained therein that prohibit the claimant from seeking additional damages upon 

termination, (ii) the majority of the PPOAs contain a provision explicitly prohibiting any claim on 

account of lost profits, and (iii) in any event, the claims do not provide information sufficient to 

substantiate a lost profits damages claim. Section 13.3 of most of the PPOAs provides that 

“[n]otwithstanding anything to the contrary in this Agreement, neither Party . . . shall in any event 

be liable to the other Party . . . for claims . . . made by either Party for lost profits . . . .” Accordingly, 

the Oversight Board’s estimates heavily discount the lost profits component of the PPOA Claims, 

1 Fourteen claims were filed by PPOA counterparties. Two of them, filed by AES and Ecoelectrica, relate to ongoing 

contracts and have been resolved by the parties.

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and eliminate such amounts in the low end of the estimate. The Adjusted Estimated Value of the 

PPOA claims thus amounts to approximately $460 million, which includes an adjustment for the 

lost profits aspects of these claims. 

UTIER Grievances Claim

In addition to the contract damages claim, the UTIER POC asserts a claim in the amount 

of approximately $1.1 billion in damages related to grievances and other claims under the UTIER 

CBA. Following the filing of the proof of claim, the Debtor requested additional information and 

supporting documentation from UTIER to support the asserted claim amount, and received 

approximately 50,000 physical documents relating to various grievances asserted, none of which 

included any valuation information or other supporting data. The Debtor’s professionals have 

been diligently reviewing the claims asserted in the documentation provided, with the assistance 

of the Debtor’s employees who have significant experience mediating union claims. That review 

has identified approximately 26,000 individual grievance claims. Valuing these claims with 

reference to historical claim valuation data, the Debtor believes the UTIER grievances will be 

allowed in an Adjusted Estimated Value of approximately $230 million.

Litigation Claims

Approximately 200 proofs of claim were filed against the Debtor on account of various 

litigations pending against PREPA, for an aggregate asserted total of approximately $545 million. 

In conjunction with its local counsel, who have been responsible for representing PREPA in 

litigation since well before the filing of this Title III Case, the Debtor has been diligently reviewing 

the claims asserted in the various litigations and, based upon its understanding of the litigations 

asserted, as well as offers made or accepted with respect to the claims in this category that have 

been included within the ADR process, have estimated the Adjusted Estimated Value to be 

approximately $30 million. 

UITICE Litigation Claim

UITICE, one of the Debtor’s previous employee unions, filed proof of claim number 

80187, which asserts damages purportedly arising from modifications to PREPA’s health benefits 

program for employees and retirees. PREPA and UITICE were parties to a collective bargaining 

agreement that, among other things, provided retired UITICE employees and their spouses “will 

receive the Comprehensive Health Program known as the AR Plan” and that the “rules and 

conditions” of the Health Benefits Program to be provided pursuant to the CBA “shall not be 

inferior to those currently in effect . . . or to the terms, conditions, and benefits negotiated in this 

agreement. The provider network will be materially similar to the current network in case of any 

change.” UITICE CBA, Art. XXV, § 4. PREPA later altered the health insurance provider with 

similar coverage at a lower cost, recognizing savings of approximately $225 million. UITICE 

challenged PREPA’s action, and PREPA was later ordered to compensate retired members of 

UITICE for any loss of benefits they suffered, with such amount to be substantiated in a separate 

proceeding. UITICE filed a proof of claim for the asserted amount of $225 million, attaching only 

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the judgment against PREPA as evidence in support of such amount. PREPA disputes that 

UITICE’s represented employees suffered any damages as coverage under the two health plans 

were substantially similar. PREPA has therefore requested additional documentation from 

UITICE to support its asserted claim amount or to otherwise substantiate the loss of benefits 

incurred by its members. Despite such requests, UITICE has to date not responded and has failed 

to provide any documentation to support its asserted claim amount. PREPA intends to object to 

this claim and believes it should be reduced to $0 absent further documentary support for the 

alleged damages. However, the Adjusted Estimated Claim value includes a reserve equating to an 

aggregate value of approximately $11 million, which equates to approximately $22,500 per

UITICE employee.

Employee Claims

Many PREPA employees have also asserted claims against PREPA in the aggregate 

amount of approximately $15 million, relating to various employment-related issues such as 

amounts allegedly owed on account of vacation pay, sick pay, Christmas Bonuses, and more. 

Many of these asserted amounts relate to amounts such employees believe they were entitled to 

earn above the amounts set forth in various Commonwealth laws, including, but not limited to, the 

amounts for fringe benefits such as Christmas Bonuses, sick pay, and vacation pay in, among 

others, Act 66-2014 and Act 26-2017. The Debtor believes that some of these claimed amounts 

may be duplicative of UTIER’s claim for damages under the UTIER CBA as asserted in Adversary 

Proceeding No. 17-00229, which was dismissed as to PREPA. Accordingly, the low estimate for 

employee-related claims removes such asserted amounts, while the high estimate includes all 

asserted claim amounts. The Debtor’s current Adjusted Estimated Value is approximately $9 

million.

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EXHIBIT B

Third Revised Proposed Order Redline

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et

al.,

Debtors.1

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-4780-LTS

(Jointly Administered)

ORDER (I) APPROVING DISCLOSURE STATEMENT, (II) FIXING VOTING

RECORD DATE, (III) APPROVING CONFIRMATION HEARING NOTICE AND

CONFIRMATION SCHEDULE, (IV) APPROVING SOLICITATION PACKAGES

AND DISTRIBUTION PROCEDURES, (V) APPROVING FORMS OF BALLOTS AND

VOTING AND ELECTION PROCEDURES, (VI) APPROVING NOTICE OF

NON-VOTING STATUS, (VII) FIXING VOTING, ELECTION, AND CONFIRMATION

DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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2

Upon the motion (the “Motion”),2 dated December 16, 2022, of the Puerto Rico Electric

Power Authority (“PREPA” or the “Debtor”), by and through the Financial Oversight and

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Debtor

under PROMESA Section 315(b), pursuant to Sections 105, 502, 1125, 1126(a), 1126(b),

1126(c), 1126(e), 1126(f), 1126(g), and 1128 of title 11 of the United States Code (made

applicable to the Title III Cases pursuant to PROMESA Section 301(a)) (the “Bankruptcy

Code”), Federal Rules of Bankruptcy Procedure (made applicable to the Title III Cases pursuant

to PROMESA Section 310) (the “Bankruptcy Rules”) 2002, 3016, 3017, 3018, 3020, 9013,

9014, and 9021, and Local Bankruptcy Rules for the United States Bankruptcy Court for the

District of Puerto Rico (the “Local Rules”) 3016-2 and 9013-1 requesting an order: (i) approving

the proposed Disclosure Statement (as defined below), (ii) fixing a Voting Record Date for

voting on the Plan (as defined below), (iii) approving the Confirmation Hearing Notice and

confirmation schedule, (iv) approving the proposed contents of the Solicitation Package and

procedures for distribution thereof, (v) approving the forms of ballots, and establishing

solicitation, voting, and balloting procedures, (vi) approving the form and manner of Notice of

Non-Voting Status, (vii) fixing a Voting Deadline, (viii) approving procedures for tabulating

creditor votes, and (ix) related relief, all as more fully described in the Motion; and the Court

having subject matter jurisdiction to consider the Motion and the relief requested therein

pursuant to PROMESA Section 306(a); and it appearing that venue in this district is proper

pursuant to PROMESA Section 307(a); and due and proper notice of the Motion having been

provided and it appearing that no other or further notice need be provided; and the Court having

2 Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Motion or the

Plan (as defined below), as applicable.

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3

held a hearing on February 28, 2023, to consider the adequacy of the information contained in

the Disclosure Statement and the additional relief requested in the Motion (the “Disclosure

Statement Hearing”); and the Court having determined the relief sought in the Motion is in the

best interests of the Debtor, its creditors, and all parties in interest; and the Court having

determined the legal and factual bases set forth in the Motion establish just cause for the relief

granted herein, it is hereby found and determined that:3

A. The Debtor, by and through the Oversight Board, as the Debtor’s representative in

its Title III Case pursuant to PROMESA Section 315(b), has full authority to propose and

prosecute the Modified Disclosure Statement for the FirstModified Second Amended Title III

Plan of Adjustment of the Puerto Rico Electric Power Authority, dated February 21March 1,

2023 (as the same may be amended or modified, including all exhibits and attachments thereto,

the “Disclosure Statement”) [Case No. 17-4780, ECF No. _____]4 and the FirstModified Second

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

February 9March 1, 2023 (as the same may be amended or modified, including all exhibits and

supplements thereto, the “Plan”) [ECF No. _____].

B. The Disclosure Statement (including the exhibits attached thereto) contains

adequate information within the meaning of Section 1125 of the Bankruptcy Code, and no other

or further information is necessary for purposes of soliciting acceptances and rejections of the

Plan as set forth herein.

3 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law

pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014.

4 Docket references contained herein shall refer to the docket for Case No. 17-4780 unless otherwise specified.

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C. The Disclosure Statement (including the exhibits attached thereto) provides

holders of Claims and other parties in interest with sufficient notice of the injunction,

exculpation, and release provisions contained in Articles XXVII and XXXVI of the Plan in

satisfaction of the requirements of Bankruptcy Rule 3016(c).

D. The forms of ballots, substantially in the forms attached hereto as Schedules 3(a)

– 3(ed) (each a “Ballot”) and the form of election notice, substantially in the form attached

hereto as Schedule 5 (the “Election Notice”), are consistent with Official Bankruptcy Form No.

B 314, adequately address the particular needs of the Title III Case, and are appropriate for the

relevant Classes of Claims entitled under the Plan to vote to accept or reject the Plan and/or

make an election of the form of distribution pursuant to the Plan, as applicable.

E. Ballots to vote to accept or reject the Plan (or, with respect to Settling

Bondholders, Non-Settling Bondholders, and holders of Claims in Class 4 (Fuel Line Loan

Claims), instructions to submit a vote on ATOP) need only be provided to:

(a) Settling Bondholders and Settling Monolines on account of PREPA Revenue

Bond Claims in Class 1 (Settling Bondholder and Settling Monoline Claims);

(b) Non-Settling Bondholders on account of PREPA Revenue Bond Claims in

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that

are not insured by a Monoline Insurer;

(c) Non-Settling Monolines on account of PREPA Revenue Bond Claims in Class

2 (Non-Settling Bondholder and Non-Settling Monoline Claims) that are

insured by a Monoline Insurer;

(d) National Public Finance Guarantee Corporation (“National”) on account of

National Insured Bond Claims in Class 5 (National Insured Bond Claims); and

(e) holders of Claims in Class 3 (Pension Claims), Class 4 (Fuel Line Loan

Claims), Class 6 (National Reimbursement Claim), Class 7 (General

Unsecured Claims), Class 8 (Vitol Claims), Class 9 (Assured Insured Interest

Rate Swaps Claims), Class 11 (Eminent Domain/Inverse Condemnation

Claims), and Class 12 (Federal Claims).

4

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Beneficial Owners of Claims in Class 5 (National Insured Bond Claims) shall be entitled to

receive an Election Notice and make an election with respect to the form of distribution pursuant

to the Plan to the extent such elections are provided pursuant to the Plan. Beneficial Owners of

Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) that are insured by a

Settling Monoline and Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

that are insured by a Non-Settling Monoline, shall be entitled to receive a Notice of Non-Voting

Status informing such Beneficial Owners that a Settling Monoline or Non-Settling Monoline, as

applicable, shall be entitled to vote to approve or reject the Plan on account of such Claims.

F. The solicitation procedures established pursuant to this Order provide Settling

Bondholders and Settling Monolines in Class 1 the right to vote to reject the Plan,

notwithstanding such Settling Bondholders’ and Settling Monolines’ entry into a Monoline

Settlement Agreement orthe Uninsured Bond Settlement Agreement, as applicable, prior to the

commencement of the solicitation of votes to accept or reject the Plan, and, therefore, the

solicitation of the Monoline Settlement Agreement or Uninsured Bond Settlement Agreement, as

applicable, is not a solicitation of votes on the Plan. See Findings of Fact and Conclusions of

Law in Connection with Confirmation of the Modified Eighth Amended Title III Joint Plan of

Adjustment of the Commonwealth of Puerto Rico, the Employees Retirement System of the

Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public Buildings

Authority [ECF No. 19812 in Case No. 12-3283] at ¶¶ 141, 143.

G. Ballots need not be provided to the holders of Claims in Class 10 (Ordinary

Course Customer Claims) and Class 13 (Convenience Claims), because the holders of these

Claims are unimpaired pursuant to the Plan and are deemed to accept the Plan.

5

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H. Ballots need not be provided to the holders of Claims in Class 14 (Section 510(b)

Subordinated Claims), because such holders will receive no distributions pursuant to the Plan

and are deemed to reject the Plan.

I. The period set forth below, during which the Debtor may solicit acceptances and

rejections to the Plan and elections with respect to the form of distribution thereunder, is a

reasonable period of time for eligible holders of Claims to vote on the Plan or make elections

regarding the form of distributions pursuant to the Plan.

J. The procedures set forth below regarding notice to all parties in interest of (a) the

time, date, and place of the hearing to consider confirmation of the Plan (the “Confirmation

Hearing”), (b) the deadline for filing of objections or responses to (i) the proposed confirmation

of, or proposed modifications to, the Plan, or (ii) the Proposed Confirmation Order

(“Confirmation Objections”), and (c) the distribution and contents of the solicitation packages

(the “Solicitation Packages”) provide a fair and equitable notice and voting process and comply

with Bankruptcy Rules 2002, 3017, and 3018 and constitute sufficient notice to all interested

parties of the Voting Record Date, the Voting Deadline, the Election Deadline, the Confirmation

Objection Deadline, the Confirmation Hearing, and all related matters.

NOW, THEREFORE, IT IS HEREBY ORDERED AS FOLLOWS:

1. The Motion is granted as modified herein, and all other objections to the Motion

and the Disclosure Statement are overruled.

2. The Disclosure Statement is approved in its entirety, and the Debtor may

accordingly solicit acceptances and rejections of the Plan as set forth herein.

3. The forms of Ballots and Election Notice are approved.

6

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7

4. The Creditors’ Committee’s recommendation letter, substantially in the form

attached hereto as Schedule 7(a) (the “Creditors’ Committee Letter”),5 and the Plan Summary

substantially in the form attached hereto as Schedule 7(b) (the “Plan Summary”)6 is approved

pursuant to section 1125 of the Bankruptcy Code.

Confirmation Procedures and Deadlines

5. The Confirmation Hearing will be held on July 17–21, 24, 26–28, 2023 at 9:30

a.m. (Atlantic Standard Time); provided, however, that the Confirmation Hearing may be

continued from time to time without further notice other than through adjournments announced

in open Court or as indicated in any notice of agenda of matters scheduled for hearing filed with

the Court.

6. The Confirmation Hearing Notice setting forth the time, date, and place of the

Confirmation Hearing, substantially in the form attached hereto as Schedule 2, is approved.

7. The Debtor shall cause the Balloting Agent to complete the mailing of the

Confirmation Hearing Notice in accordance with the Bankruptcy Rules and Local Rules on or

before five (5) business days after entry of this Order, or as soon as reasonably practicable

thereafter.

8. The Debtor, through Kroll, shall publish the Confirmation Hearing Notice, on one

occasion, in each of El Nuevo Dia in Spanish (primary circulation is in Puerto Rico), The San

Juan Daily Star in English (primary circulation is in Puerto Rico), El Diario in Spanish (primary

circulation is in New York), El Nuevo Herald in Spanish (primary circulation is Miami), The

5 The Creditors’ Committee shall provide the Oversight Board with finalized English and Spanish versions of the

Creditors’ Committee Letter no later than two (2) business days after entry of this Order.

6 The Plan Summary is the same summary contained in Section II.B of the Disclosure Statement. The Plan

Summary is subject in its entirety to all disclaimers and provisions of the Disclosure Statement.

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New York Times, The Bond Buyer, El Vocero in Spanish (primary circulation is in Puerto Rico),

and Primera Hora in Spanish (primary circulation is in Puerto Rico) to the extent possible,

during the week beginning on (1) April 17, 2023, (2) May 8, 2023, and (3) May 29, 2023, which

notice is hereby approved and constitutes adequate and sufficient notice and complies with

Bankruptcy Rule 2002. To the extent any of the above publications are unable to publish or

suspends publication during the time periods above, the Debtor is permitted to use reasonable

best efforts to secure a similar alternative publisher without further order of the Court.

9. The Debtor, through Kroll, shall cause no less than ten (10) radio advertisements,

to be aired to the extent possible during the periods from (i) April 17, 2023 up to and including

April 21, 2023, (ii) May 8, 2023 up to and including May 12, 2023, and (iii) May 29, 2023 up to

and including June 2, 2023 (for a total of thirty (30) radio advertisements), on (a) WMEG FM

(contemporary hit radio) in Spanish and (b) WKAQ AM (Spanish language talk radio) in

Spanish, informing listeners of (i) the approval of the Disclosure Statement and the scheduling to

the Confirmation Hearing, (ii) the date by which Confirmation Objections must be filed and

served, (iii) the Voting Deadline and Election Deadline, and (iv) an information hotline to

receive certain additional information. To the extent any of the above radio stations are unable

to broadcast or suspends broadcasting during the time period above, the Debtor is permitted to

use reasonable best efforts to secure a similar alternative radio station, if feasible given the time

required to produce a radio advertisement, without further order of the Court.

10. The Debtor shall file a form of the New Master Indenture no later than May 17,

2023.

11. 10. The Debtor shall file the Proposed Confirmation Order no later than 5:00 p.m.

(Atlantic Standard Time) on May 31, 2023.

8

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12. 11. Any Confirmation Objections must:

a. be in writing, in English, and signed,

b. state the name, address, and nature of the Claim of the objecting or responding

party,

c. state with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the proposed

Plan or proposed order confirming the Plan to resolve any such objection or

response,

d. be served so as to be actually received by the Office of the United States

Trustee for the District of Puerto Rico, Edificio Ochoa, 500 Tanca Street,

Suite 301, San Juan, PR 00901 (re: In re: the Puerto Rico Electric Power

Authority); and

e. be filed, together with proof of service, with the Court on the dockets of (i) In

re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii)

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS and served

so that such objections and responses are actually received by no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Confirmation

Objection Deadline”).

13. 12. Confirmation Objections that are not timely filed, served, and actually

received in the manner set forth above shall not be considered and shall be deemed overruled.

14. 13. Any objecting party that has not filed a timely Confirmation Objection will

not be permitted to make an oral presentation at the Confirmation Hearing.

15. 14. The Debtor and other parties in interest are authorized to file and serve no

later than 5:00 p.m. (Atlantic Standard Time) on June 21, 2023: (i) replies or an omnibus

reply to any objections to the confirmation of the Plan; (ii) the Debtor’s memorandum of law in

support of confirmation of the Plan; (iv) voting results tabulation; and (v) the Debtor’s proposed

findings of fact and conclusions of law, and (vi) statements or joinders in support of

confirmation of the Plan.

9

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10

18. 17. The record date for purposes of determining creditors entitled to vote on the

Plan (except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)7) or, in the case of the

16. 15. Any objection to the Debtor’s (i) voting results tabulation and/or (ii) proposed

findings of fact and conclusions of law must:

a. be in writing, in English, and signed,

b. state the name, address, and nature of the Claim of the objecting or responding

party,

c. state with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in proposed

findings of fact and conclusions of law to resolve any such objection or

response,

d. be served so as to be actually received by the Office of the United States

Trustee for the District of Puerto Rico, Edificio Ochoa, 500 Tanca Street,

Suite 301, San Juan, PR 00901 (re: In re: the Puerto Rico Electric Power

Authority);

e. be filed, together with proof of service, with the Court on the dockets of (i) In

re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii)

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS and served

so that such objections and responses are actually received by no later than

5:00 p.m. (Atlantic Standard Time) on June 28, 2023.

17. 16. The Debtor and other parties in interest are authorized to file and serve no

later than 5:00 p.m. (Atlantic Standard Time) on July 5, 2023 replies or an omnibus reply to

any objections to the Debtor’s (i) voting results tabulation and (ii) proposed findings of fact and

conclusions of law.

Solicitation Procedures and Deadlines; Vote Tabulation

7 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or

election through the Automated Tender Offer Platform (“ATOP”) at The Depository Trust Company (“DTC”),

the Voting Record Date shall not apply to the ATOP Classes; provided, however, the Voting Record Date shall

apply to (i) any PREPA Revenue Bonds formerly insured by Assured in the primary market, and the principal

amount of which was paid by Assured on or after the original maturity date of such bonds (the “Assured Matured

Bonds”) or (ii) any claim arising from PREPA Revenue Bonds for which voting through ATOP cannot be

established (“ATOP Ineligible Bonds”), the. The holder as of the Voting Record Date of the (i) claims arising

from the Assured Matured Bonds (including, without limitation, Assured) and (ii) claims arising from ATOP

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11

non-voting Classes, to receive the applicable Notice of Non-Voting Status, shall be February

28, 2023 (the “Voting Record Date”).

19. 18. With respect to any transferred Claim (except for any Uninsured PREPA

Revenue Bond Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) and Class

2 (Non-Settling Bondholder and Non-Settling Monoline Claims)), the transferee shall be entitled

to receive a Solicitation Package and vote to accept or reject the Plan on account of the

transferred Claim only if: (a) all actions necessary to effect the transfer of the Claim pursuant to

Bankruptcy Rule 3001(e) have been completed by the Voting Record Date; or (b) the transferee

files, no later than the Voting Record Date, (i) the documentation required by Bankruptcy Rule

3001(e) to evidence the transfer, and (ii) a sworn statement of the transferor supporting the

validity of the transfer. In the event a Claim is transferred after the transferor has completed,

executed, and returned a Ballot, the transferee of such Claim shall be bound by any vote (and the

consequences thereof) made on the Ballot by such transferor of such transferred Claim.

20. 19. Cede & Company and DTC shall provide the Debtor within seven (7)

Business Days of the date of this Order, or as soon as possible thereafter, a listing of the names

and addresses of all Nominees that as of the Voting Record Date held, directly or indirectly, any

of the securities with respect to Classes 1, 2, 4, and 5.

21. 20. The Debtor shall cause the Balloting Agent to complete the mailing of the

appropriate Solicitation Package by the date that is twenty-eight (28) days following entry of

this Order, or as soon as reasonably practicable thereafter (the “Solicitation Mailing Date”)

Ineligible Bonds shall not be required to tender such bonds through ATOP, and instead shall be provided with a

ballot with which to vote such claims.

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Class 2

Class 6

General Unsecured Claims Class 7

Pension Claim109

Vitol Claims

Class 3

Class 8

Settling Bondholder and Settling Monoline

Claims8

Assured Insured Interest Rate Swaps Claims Class 9

Fuel Line Loan Claims

Class 1

Eminent Domain/Inverse Condemnation Claims

Class 4

Class 11

Federal Claims Class 12

National Insured Bond Claims1110

22. 21. The Debtor shall not be required to mail or cause to be mailed Solicitation

Packages to any holders of Claims that are, as of the Voting Record Date, marked on the Title III

register maintained by Kroll as subject to administrative reconciliation procedures pursuant to

the Order (A) Authorizing Administrative Reconciliation of Claims, (B) Approving Additional

Form of Notice, and (C) Granting Related Relief [Case No. 17-3283, ECF No. 12274]

(“Administrative Reconciliation Order”), as such holders shall not be entitled to vote such

Claims to accept or reject the Plan, unless such holder’s claim has been allowed pursuant to an

order of the Court on or before the Voting Deadline;1211 provided, however, the Debtor shall

to all known holders (as of the Voting Record Date) of Claims in the following classes

(collectively, the “Voting Classes”):

Class 5

Non-Settling Bondholder and Non-Settling

Monoline Claims98

Class

National Reimbursement Claim

8 Solicitation Packages shall be provided to Settling Bondholders and Settling Monolines in Class 1.

98 Solicitation Packages shall be provided to Beneficial Owners of PREPA Revenue Bonds that are not

insured and Non-Settling Monolines in Class 2.

109 A Solicitation Package shall only be provided to the Puerto Rico Electric Power Authority Employee

Retirement System (the “SREAEE” by its Spanish acronym) on account of the Pension Claim in Class 3.

1110 A Solicitation Package shall only be provided to National on account of National Insured Bond Claims in

Class 5.

1211 For the avoidance of doubt, holders of Claims transferred into the alternative dispute procedures pursuant

to the Order (A) Authorizing Alternative Dispute Resolution Procedures, (B) Approving Additional Form of

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13

complete, by no later than the Solicitation Mailing Date, the service of (i) the Confirmation

Hearing Notice, and (ii) a Notice of Non-Voting Status to such holders of Claims.

23. 22. Solicitation Packages mailed to creditors holding Claims in the Voting

Classes will contain, in English and Spanish translation: (i) the Confirmation Hearing Notice; (ii)

a flash drive (or otherwise in the Debtor’s discretion)1312 containing this Disclosure Statement

Order (without the exhibits hereto) and Disclosure Statement (together with all exhibits thereto,

including the Plan); (iii) the appropriate form of Ballot or Election Notice, if any, with

instructions for voting and/or making any applicable election, and, as applicable, a

pre-addressed, pre-paid return envelope, and (iv) with respect to Class 7, the Creditors’

Committee Letter and Plan Summary.

24. 23. If it is a Nominee’s (or Nominee’s agent’s) customary and accepted practice

to (i) forward the solicitation information to (and collect votes from) Beneficial Owners by voter

information form, email, telephone or other customary means of communications, as applicable,

or (ii) provide to Beneficial Owners an electronic link to the solicitation materials (including, but

not limited to, the Disclosure Statement and Plan), the Nominee (or Nominee’s agent) may

employ that method of communication in lieu of sending the flash drive, paper Notice, and/or

Solicitation Package, as applicable. In such instances, the Nominee (or Nominee’s agent) may

return any excess or unused flash drives or paper copies to the Balloting Agent.

to the Order (A) Authorizing Alternative Dispute Resolution Procedures, (B) Approving Additional Form of

Notice, and (C) Granting Related Relief [ECF No. 12576 in Case No. 17-03283] will not be precluded from

voting such Claims to accept or reject the Plan, except as otherwise provided in this Order.

1312 For the avoidance of doubt, the Debtor reserves the right (in its sole discretion) to distribute the Disclosure

Statement (together with all exhibits thereto) and the Disclosure Statement Order in paper format to a subset of

voting creditors if it is determined to be the most effective method of serving such a population of prospective

voters.

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25. 24. The Debtor is authorized, but not required, to distribute the Disclosure

Statement (together with all exhibits thereto) and the Disclosure Statement Order to the Voting

Classes in electronic format (flash drive); provided, however, the Confirmation Hearing Notice,

Ballots, Election Notice, Creditors’ Committee Letter, and Plan Summary (each, as applicable)

shall only be provided in paper format.

26. 25. Upon receipt of a request for a paper copy of the Disclosure Statement, Plan,

and/or Disclosure Statement Order, the Balloting Agent shall, within three (3) business days of

receipt of the request or as soon as reasonably practicable thereafter, deposit the requested

documents with a postal or shipping service to deliver the requested documents.

27. 26. On or before the Solicitation Mailing Date, the Debtor shall provide (i)

complete Solicitation Packages (excluding Ballots) to:

a. the U.S. Trustee,

b. counsel to AAFAF,

c. counsel to the Official Committee of Unsecured Creditors; Paul Hastings

LLP, 200 Park Avenue, New York, NY 10166, Attn: Luc A. Despins, Esq.

and G. Alexander Bongartz, Esq.

d. the Puerto Rico Energy Bureau;

and (ii) the Disclosure Statement Order (excluding the exhibits thereto) and the Confirmation

Hearing Notice to the Debtor’s Bankruptcy Rule 2002 list as of the Voting Record Date.

28. 27. The Debtor shall complete, by no later than the Solicitation Mailing Date, the

service of (i) the Confirmation Hearing Notice, and (ii) a Notice of Non-Voting Status to all

known holders (as of the Voting Record Date) or Beneficial Owners, as applicable, of Claims in

the following Classes:

 Class 1 (Settling Bondholder and Settling Monoline Claims) – solely with

respect to Beneficial Owners of PREPA Revenue Bonds insured by a Settling

Monoline.

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 Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) –

solely with respect to Beneficial Owners of PREPA Revenue Bonds insured

by a Non-Settling Monoline.

 Class 10 (Ordinary Course Customer Claims)

 Class 13 (Convenience Claims)

 Class 14 (Section 510(b) Subordinated Claims)

29. 28. The Debtor shall complete, by no later than the Solicitation Mailing Date, the

service of (i) the Confirmation Hearing Notice, and (ii) a Notice of Non-Voting Status to all

known holders of Claims for which the Debtor has served an objection or request for estimation

as to a Claim as of the Solicitation Mailing Date.

30. 29. The Debtor shall not be required to send Solicitation Packages to (i) any

holder of an unimpaired Claim under the Plan or that is otherwise deemed to accept the Plan, (ii)

any holder of a Claim in a Class deemed to reject the Plan, (iii) any party who holds a Claim,

whether in the form of a filed proof of claim, or an amount listed on the list of creditors filed by

the Debtor pursuant to Sections 924 and 925 of the Bankruptcy Code (as amended or modified,

the “List of Creditors”) in an amount of $0.00, (iv) any holder of a Claim to which the Debtor

has served an objection or request for estimation, or that has been expunged by order of the

Court, and (v) a creditor that has a Claim that has already been paid in full.

31. 30. With respect to addresses from which notices of the Disclosure Statement

hearing were returned as undeliverable by the United States Postal Service, the Debtor is excused

from mailing Solicitation Packages or any other materials related to voting on or confirmation of

the Plan to entities listed at such addresses. For purposes of serving the Solicitation Packages,

the Debtor is authorized to rely on the address information for all Classes as compiled, updated,

and maintained by the Balloting Agent as of the Voting Record Date. In addition, to the extent

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any Solicitation Packages are returned as undeliverable by the United States Postal Service

(including Solicitation Packages from voting creditors), neither the Debtor nor the Balloting

Agent are required to conduct additional research for updated addresses or to attempt to re-serve

the Solicitation Packages on such parties.

32. 31. The forms of Notice of Non-Voting Status (Schedule 4(a) – 4(e)) are hereby

approved.

33. 32. The Notices of Non-Voting Status are hereby deemed to satisfy the

requirements of the Bankruptcy Code and the Bankruptcy Rules, and the Debtor shall not be

required to distribute copies of the Plan, Disclosure Statement, and/or Disclosure Statement

Order to any holder of a Claim in the following Classes, except as to parties who request, in

writing, copies of such documents:

 Class 1 (Settling Bondholder and Settling Monoline Claims) – solely with

respect to Beneficial Owners of PREPA Revenue Bonds insured by a Settling

Monoline.

 Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) –

solely with respect to Beneficial Owners of PREPA Revenue Bonds insured

by a Non-Settling Monoline.

 Class 10 (Ordinary Course Customer Claims)

 Class 13 (Convenience Claims)

 Class 14 (Section 510(b) Subordinated Claims)

34. 33. Each Ballot must be executed, completed, and delivered to the Balloting

Agent (i) by U.S. first-class mail, in the return envelope provided with each Ballot (or otherwise

by first-class mail); (ii) by overnight courier; (iii) by hand delivery, or (iv) Kroll’s e-balloting

platform (where permitted), so that executed and completed Ballots are received by Kroll, the

Balloting Agent, by no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless

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such time is extended (the “Voting Deadline”). Holders of Claims in the ATOP Classes, other

than (i) Monoline Insurers (or a Monoline Insurer’s transferee if the Monoline Insurer’s right to

vote has been transferred in accordance with decretal paragraph 1819), (ii) holders of claims

arising from the Assured Matured Bonds, and (iii) holders of claims arising from ATOP

Ineligible Bonds, must deliver their voting instructions to the Nominee according to the

instructions in the applicable Notice in sufficient time for the Nominee to receive and effectuate

the creditor’s vote through ATOP in accordance with the procedures of DTC by the Voting

Deadline; provided, however, that any creditor who has executed, completed, and delivered

through ATOP in accordance with the procedures of DTC its vote to accept or reject the Plan

may revoke such vote and withdraw any securities that have been tendered with respect to a vote

through ATOP in accordance with the procedures of DTC on or before the Voting Deadline.1413

35. 34. An election of the form of distribution pursuant to the Plan must be executed,

completed, and delivered to the Nominee in accordance with the instructions under the Election

Notice so as to be effectuated through ATOP in accordance with the procedures of DTC by no

later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended

(the “Election Deadline”); provided, however, that any election of the form of distribution

pursuant to the Plan executed, completed, and delivered through ATOP in accordance with the

procedures of DTC on or before the Election Deadline shall be deemed to be made as of the

Election Deadline; provided, further, that any creditor who has executed, completed, and

delivered through ATOP in accordance with the procedures of DTC its election of the form of

distribution pursuant to the Plan may revoke such election and withdraw any securities that have

1413 The Debtor has established that it is necessary to conduct this solicitation of votes and election of

distributions, as applicable, with respect to the ATOP Classes through the DTC ATOP platform due to the

magnitude and complexity of effectuating distributions among holders of Claims in the ATOP Classes.

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M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

been tendered with respect to an election through ATOP in accordance with the procedures of

DTC on or before the Election Deadline.

36. 35. The Solicitation Agent shall use reasonable efforts to keep each of the

following on-island ballot collection site listed below open for the full period between April 10,

2023 and June 7, 2023:

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

Address

The Solicitation Agent may close any such on-island ballot collection sites (at its sole

discretion), or as required by law, including, without limitation, local ordinances. To the extent

any of the above locations are unavailable or are closed, the Debtor is permitted to use

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

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reasonable best efforts to secure an alternative location without further order of the Court. The

Debtor shall make copies of the Disclosure Statement and Plan available at each on-island ballot

collection site.

37. 36. All securities that are tendered with respect to a vote to accept or reject the

Plan shall be restricted from further trading or transfer until the filing of the voting results

tabulation on or beforefirst business day following the Voting Deadline, or as soon as practicable

thereafter, but no later than June 21, 2023.

38. 37. All securities that are tendered with respect to an election of distributions

under the Plan in connection with Class 5 (National Insured Bond Claims) shall be restricted

from further trading or transfer throughuntil the Effective Date of the Plan to facilitate

individualized distributions at the beneficial holder level to holders of such securitiesissuance of

new CUSIPs in connection with such tendered bonds, which issuance shall occur as soon as

reasonably practicable after the Voting Deadline.

39. 38. The Beneficial Owners of Settling Bondholder Claims and Settling Monolines

holding Settling Monoline Claims in Class 1 (Settling Bondholder and Settling Monoline

Claims) are entitled to cast a vote with respect to such Class. The Beneficial Owners of

uninsured securities giving rise of Claims in Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims) and the Non-Settling Monolines holding Non-Settling Monoline Claims in

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) are entitled to cast a vote

with respect to such Class. Only National will be entitled to cast a vote with respect to Class 5.

With respect to any Claims in Classes 1, 2, and or 5 arising from Insured PREPA Revenue

Bonds owned by a Monoline Insurer, by subrogation or otherwise, if the respective Monoline

Insurer transfers the right to vote such Claim prior to the Voting Record Date in accordance with

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decretal paragraph 1819 above, then the transferee shall be entitled to receive a Solicitation

Package and a form of Ballot in the transferee’s name.

40. 39. PREPA Revenue Bond Claims in Class 1 (Settling Bondholder and Settling

Monoline Claims) shall be deemed allowed in the aggregate amount of $[___]1574,900,593.18

solely for purposes of voting to accept or reject the Plan. PREPA Revenue Bond Claims in Class

2 (Non-Settling Bondholder and Non-Settling Monoline Claims) shall be deemed allowed in the

aggregate amount of $[___]167,565,470,824.0914 solely for purposes of voting to accept or reject

the Plan. For the avoidance of doubt, holders of PREPA Revenue Bond Claims in Class 1

(Settling Bondholder and Settling Monoline Claims) and Class 2 (Non-Settling Bondholder and

Non-Settling Monoline Claims) are not required to file a motion for an order pursuant to

Bankruptcy Rule 3018(a) (a “3018(a) Motion”) in order to vote to accept or reject the Plan. The

allowance of PREPA Revenue Bond Claims in Classes 1 and 2 solely for purposes of voting to

accept or reject the Plan pursuant to this decretal paragraph 3940 shall not prejudice any parties

in connection with the Amended Lien & Recourse Challenge.

41. 40. Solely for purposes of voting to accept or reject the Plan and not for the

purpose of the allowance of, or distribution on account of, a Claim, and without prejudice to the

rights of the Debtor in any other context, each Claim within a Class of Claims entitled to vote is

temporarily allowed in an amount equal to the amount of such Claim as set forth in the claims

register; provided:

15 [Solely for purposes of voting on the Plan, to be determined after the Settlement Offer Deadline, but prior to the

Disclosure Statement Hearing on February 28, 2023.]

1614 [Solely for purposes of voting on the Plan,Such amount reflects $8,476,517,345.39 less (i) the aggregate

PREPA Revenue Bond Claims held by Settling Bondholders and Settling Monolines($74,900,593.18), and (ii)

National Insured Bond Claim ($836,145,928.13). To be determined after the Settlement Offer Deadline, but

prior to the Disclosure Statement Hearing on February 28, 2023.]

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h. If the Debtor has served an objection, request for estimation, or ACR transfer

notice as to a Claim at least forty (40) days before the Voting Deadline, such

Claim is temporarily disallowed for voting purposes only and not for purposes

of allowance or distribution, except to the extent and in the manner as may be

set forth in such objection, or as ordered by the Court before the Voting

Deadline;1715

a. If a Claim is deemed allowed under the Plan, such Claim is allowed for voting

purposes in the deemed allowed amount set forth in the Plan;

b. If a Claim for which a proof of claim has been timely filed is wholly

contingent, unliquidated, or disputed, undetermined, or unknown in amount,

such Claim shall be temporarily allowed for voting purposes only, and not for

purposes of allowance or distribution, at $1.00, and the Ballot mailed to the

holder of such Claim shall be marked as voting at $1.00; unless such Claim is

disputed as set forth in subparagraph “h” below;

c. If a proof of claim was timely filed in an amount that is liquidated,

non-contingent, and undisputed, such Claim is temporarily allowed in the

amount set forth on the proof of claim, unless such Claim is disputed as set

forth in subparagraph “h” below;

d. If a Claim is listed on a timely filed proof of claim as contingent, unliquidated,

or disputed in part, such Claim is temporarily allowed in the amount that is

liquidated, non-contingent, and undisputed for voting purposes only, and not

for purposes of allowance or distribution;

e. If a Claim has been estimated or otherwise allowed for voting purposes by

order of the Court, such Claim is temporarily allowed in the amount so

estimated or allowed by the Court for voting purposes only, and not for

purposes of allowance or distribution;

f. If a Claim is listed in the List of Creditors as contingent, unliquidated, or

disputed and a proof of claim was not (i) filed by the earlier of the applicable

bar date for the filing of proofs of claim established by the Court or the Voting

Record Date (as applicable); or (ii) deemed timely filed by an order of the

Court prior to the Voting Record Date, such Claim shall not be entitled to vote

to accept or reject the Plan;

g. Proofs of claim filed for $0.00 or Claims that have been expunged by order of

the Court are not entitled to vote;

1715 For the avoidance of doubt, Paragraph 4041(h) of this Order shall not apply to any Claim that is Allowed

pursuant to the Plan.

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i. If the Debtor has served an objection specifically seeking to reduce the

amount of the Claim but otherwise allow it for voting purposes, such Claim is

allowed for voting purposes only in the amount sought in the objection;

j. Any holders of Claims that are, as of the Voting Deadline, marked on the Title

III register maintained by Kroll as subject to administrative reconciliation

procedures pursuant to the Administrative Reconciliation Order shall not be

entitled to vote such Claims to accept or reject the Plan;

k. For purposes of the numerosity requirement of Section 1126(c) of the

Bankruptcy Code separate Claims held by a single creditor in a particular

Class shall be aggregated based on the reasonable efforts of the Debtor and

Balloting Agent as if such creditor held one Claim against the applicable

Debtor in such Class, and the votes related to such Claims shall be treated as a

single vote to accept or reject the Plan;

l. Notwithstanding anything to the contrary contained herein, any creditor who

has filed or purchased duplicate Claims within the same Voting Class may be

provided with only one Solicitation Package and one Ballot for voting a single

Claim in such Class, regardless of whether the Debtor has objected to such

duplicate Claims;

m. If a proof of claim has been amended by a later filed proof of claim filed on or

before the Voting Record Date, only the later filed amending Claim will be

entitled to vote, regardless of whether the Debtor has objected to such earlier

filed Claim;

n. Notwithstanding anything contained herein to the contrary, the Balloting

Agent, in its discretion, may (but is not required to) contact voters to cure any

defects in the Ballots and is authorized to so cure any defects;

o. There shall be a rebuttable presumption that any claimant who submits a

properly completed, superseding Ballot, or withdraws a Ballot on or before the

Voting Deadline has sufficient cause, within the meaning of Bankruptcy Rule

3018(a), to change or withdraw such claimant’s acceptance or rejection of the

Plan, such that the earlier submitted Ballot shall be deemed superseded or

withdrawn, as applicable; and

p. Any Class that contains claims entitled to vote but no votes are returned for

such Class shall be deemed to have accepted the Plan.

42. 41. The following additional procedures shall apply with respect to tabulating

votes in the ATOP Classes:

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a. For the purposes of tabulating votes, (i) each Beneficial Owner entitled to vote

securities held through DTC shall be deemed to have voted only the principal

amount of its public securities as submitted through and reflected in ATOP;

(ii) each Monoline Insurer, shall be deemed to have voted only the principal

amount of the PREPA Revenue Bonds insured by such Monoline Insurer as

submitted through and reflected on the form of Ballot; (iii) each holder

(including, if applicable, Assured) of claims arising from any PREPA

Revenue Bonds formerly insured by Assured in the primary market the

principal amount of which was paid by Assured on or after the original

maturity date shall be deemed to have voted only the principal amount of

such claims as reflected on the form of Ballot; and (iv) each holder of claims

arising from ATOP Ineligible Bonds shall be deemed to have voted only the

principal amount of such claims as reflected on the form of Ballot. Any

principal amounts thus voted in accordance with clauses (i), (ii), (iii), or (iv)

above may be thereafter adjusted by the Balloting Agent, on a proportionate

basis with a view to the amount of securities actually voted, to reflect the

corresponding claim amount with respect to the securities thus voted,

including any accrued but unpaid prepetition interest or accreted principal, as

applicable.

b. If conflicting votes or “over-votes” are submitted by a Nominee, the Balloting

Agent shall use reasonable efforts to reconcile discrepancies with the

Nominee.

43. 42. If any claimant seeks to challenge the allowance or disallowance of its Claim

for voting purposes in accordance with the above procedures, such claimant shall serve upon

counsel for the Debtor, counsel for AAFAF, and counsel for the Official Committee of

Unsecured Creditors, and file with the Court (with a copy to Chambers) a 3018(a) Motion

temporarily allowing such Claim in a different amount for purposes of voting to accept or reject

the Plan, on or before the tenth (10th) day after the later of (i) service of the Confirmation

Hearing Notice, and (ii) service of notice of an objection or request for estimation, if any, as to

such Claim; provided, however, that, as to any claimant filing a 3018(a) Motion, such claimant’s

Ballot shall not be counted unless temporarily allowed by an order entered by the Court prior to

the Voting Deadline.

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44. 43. The form of Rule 3018(a) Motion attached hereto as Schedule 6 is approved,

and the Debtor shall make available the form of Rule 3018(a) Motion on the Balloting Agent’s

website.

45. 44. Each creditor that votes to accept or reject the Plan is deemed to have voted

the full amount of its Claim therefor.

46. 45. If a creditor casts more than one Ballot voting the same Claim(s) or submits

more than one election with respect to the same Claim(s) before the Voting Deadline or Election

Deadline, as applicable, the last Ballot received or election made before the Voting Deadline or

Election Deadline, as applicable, is hereby deemed to reflect such creditor’s intent or election, as

applicable, and, thus, to supersede any prior Ballot(s) or elections made, as applicable.

47. 46. If a creditor in Class 5 (A) fails to timely and validly elect the National NonCommutation Treatment, or (B) submits an election for less than all of its National Insured Bond

Claims (in which case, such election shall be void and of no force and effect), then such creditor

shall be deemed to have elected to receive the National Commutation Treatment pursuant to

Section 20Article XX.A of the Plan.

48. 47. Any entity that holds a Claim in more than one Class that is entitled to vote

must use separate Ballots for each such Claim; provided, however, that creditors must vote all of

their Claims within a particular Class under the Plan either to accept or reject the Plan and may

not split their vote(s), and thus, neither a Ballot that partially rejects and partially accepts the

Plan, nor multiple Ballots casting conflicting votes in respect of the same Class under the Plan

shall be counted.

49. 48. The following types of Ballots shall not be counted in determining whether

the Plan has been accepted or rejected: (i) any Ballot or vote through ATOP received after the

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25

Voting Deadline, unless the Debtor has granted an extension with respect thereto; (ii) any Ballot

that is illegible or contains insufficient information to permit the identification of the claimant;

(iii) any Ballot cast by a person or entity that does not hold a Claim in a Class entitled to vote to

accept or reject the Plan; (iv) any unsigned Ballot; (v) any Ballot transmitted to the Balloting

Agent by facsimile, electronic mail, or other means not specifically approved herein; (vi) any

Ballot that is properly completed, executed, and timely returned to the Balloting Agent, but does

not indicate either an acceptance or rejection of the Plan; (vii) any Ballot that is properly

completed, executed, and timely returned to the Balloting Agent, but indicates both an

acceptance and rejection of the Plan shall be counted as an acceptance of the Plan; and (viii) any

Ballot without an original signature; provided, however, that any Ballot cast via the Balloting

Agent’s E-Ballot platform or the ATOP system shall be deemed to contain an original

signature.1816

50. 49. Except as otherwise set forth herein, and subject to the entry of an order of the

Court, the Debtor may waive any defects or irregularities as to any particular Ballot at any time,

either before or after the Voting Deadline, and any such waivers shall be documented (a) by an

attorney’s certification stating the terms, if any, associated with any such waiver, and (b) in the

voting results tabulation prepared by the Ballot Agent.

51. 50. The voting results tabulation prepared by the Ballot Agent shall include an

explanation or the calculations regarding any changes to voting amounts in the ATOP Classes.

1816 The Balloting Agent is required to retain all paper copies of Ballots and all solicitation-related

correspondence for one (1) year following the Effective Date, whereupon, the Balloting Agent is authorized to

destroy and/or otherwise dispose of all paper copies of Ballots; printed solicitation materials including unused

copies of the Solicitation Package; and all solicitation-related correspondence (including undeliverable mail), in

each case unless otherwise directed by the Debtors or the Clerk of the Court in writing within such one (1) year

period.

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Miscellaneous

52. 51. In accordance with the modification provisions of the Plan and Local Rule

3016-2, the Debtor is authorized to make non-substantive changes to the Disclosure Statement,

the Plan, the Ballots, the Election Notice, the Notices of Non-Voting Status, and related

documents without further order of the Court, including, without limitation, changes to correct

typographical and grammatical errors, and to make conforming changes among the Disclosure

Statement, the Plan, and any other materials in the Solicitation Packages as may be necessary,

prior to mailing.

53. 52. All notices to be provided pursuant to the procedures set forth herein are

deemed good and sufficient notice to all parties in interest of all matters pertinent hereto and of

all matters pertinent to the Confirmation Hearing and no other or further notice need be provided.

54. 53. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

55. 54. The Court shall retain jurisdiction with respect to all matters arising from or

relating to the interpretation or implementation of this Order, including, without limitation,

disputes with respect to the validity of an election of the form of distributions to be made

pursuant to the Plan.

56. 55. This Order resolves Docket Entry No. [___] in Case No. 17-3283, and Docket

Entry No. [___] in Case No. 17-4780.

Dated: , 2023

San Juan, Puerto Rico

Laura Taylor Swain

United States District Court Judge

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Disclosure Statement1

Schedule 1

1

In the interest of economy, a hard copy of the Disclosure Statement will not be included as a schedule to the

Disclosure Statement Order. A copy of the Disclosure Statement was filed on February 9March 1, 2023, and is

available on the Court’s docket, as well as on the website of the Debtor’s Balloting Agent, Kroll Restructuring

Administration LLC (f/k/a Prime Clerk LLC) (“Kroll”), at https://cases.ra.kroll.com/puertorico/. A flash drive

containing the Disclosure Statement and all exhibits thereto will be included in the Solicitation Packages. Hard

copies of the Disclosure Statement are available on request by contacting Kroll by telephone at (844) 822-9231

(toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00

p.m. (Atlantic Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com. Please do not

direct any inquiries to the Court.

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Schedule 2

Confirmation Hearing Notice

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PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF (I) APPROVAL OF DISCLOSURE

STATEMENT, (II) ESTABLISHMENT OF RECORD DATES,

(III) HEARING ON CONFIRMATION OF THE PLAN OF ADJUSTMENT

AND PROCEDURES FOR OBJECTION TO CONFIRMATION OF THE PLAN OF

ADJUSTMENT, (IV) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN

OF ADJUSTMENT AND MAKING CERTAIN ELECTIONS THEREUNDER

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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PLEASE TAKE NOTICE OF THE FOLLOWING:

1. Approval of Disclosure Statement. By order, dated [●], 2023 (the “Disclosure

Statement Order”), the United States District Court for the District of Puerto Rico (the “Court”)

approved the adequacy of the information contained in the Modified Disclosure Statement for the

FirstModified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated February 21March 1, 2023 (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, including all exhibits and attachments

thereto, the “Disclosure Statement”), filed by the Financial Oversight and Management Board on

behalf of the Debtor, and authorized the Debtor to solicit votes with respect to the acceptance or

rejection of the FirstModified Second Amended Title III Plan of Adjustment of the Puerto Rico

Electric Power Authority, dated February 9March 1, 2023 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, the “Plan”),3 attached as

Exhibit A to the Disclosure Statement.

You may obtain a hard copy of the Plan and Disclosure Statement, including Spanish

If you are entitled to vote on or make an election with respect to distributions pursuant to the Plan, you

will receive a separate Solicitation Package (as defined below) on a future date.

DEADLINE TO FILE DISCOVERY NOTICE: 5:00 p.m. (Atlantic Standard Time) on March 29April 7,

2023

VOTING AND ELECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

OBJECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023

CONFIRMATION HEARING: July 17–21, 24, 26–28, 2023 at 9:30 a.m. (Atlantic Standard Time)

See below for additional deadlines.

If you have any questions regarding this notice, please contact Kroll Restructuring Administration LLC (“Kroll”)2

by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers),

available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available), or by email at

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

2 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

3 All capitalized terms used but not otherwise defined shall have the meanings given to such terms in the Plan.

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Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

M – F

8:30 a.m.

to

5:00 p.m.

translations thereof, free of charge, by contacting the Balloting Agent, Kroll

Restructuring Administration LLC (f/k/a Prime Clerk LLC):

Telephone (10:00 a.m. to 7:00 p.m. (AST)) (Spanish available):

(844) 822-9231 (toll free for U.S. and Puerto Rico)

(646) 486-7944 (for international callers)

Email: puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line)

Alternatively, electronic copies of the Disclosure Statement and Plan are available, free of

charge, by visiting https://cases.ra.kroll.com/puertorico/.

Address

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

2. Paper copies of the Plan and Disclosure Statement, including Spanish translations

thereof, are also available, free of charge, at the following locations from April 10, 2023 to June

7, 2023 (except weekends and federal holidays):

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Providing Paper Copies of the Plan and Disclosure Statement

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Class 5

Non-Settling Bondholder and Non-Settling

Monoline Claims

Class

National Reimbursement Claim

Class 2

Class 6

3. 2. Pursuant to the Disclosure Statement Order, the Debtor will mail materials

needed for voting on the Plan (the “Solicitation Package”) to holders with Claims in the

following Classes (collectively, the “Voting Classes”):

General Unsecured Claims Class 7

Pension Claim

Vitol Claims

Class 3

Class 8

Settling Bondholder and Settling Monoline

Claims

Assured Insured Interest Rate Swaps Claims Class 9

Fuel Line Loan Claims

Class 1

Eminent Domain/Inverse Condemnation Claims

Class 4

Class 11

Federal Claims Class 12

National Insured Bond Claims

4. 3. Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

5. 4. The Confirmation Hearing may be continued from time to time by the Court or

the Oversight Board, without further notice or through adjournments announced in open court or

as indicated in any notice of agenda of matters scheduled for hearing filed with the Court, and

the Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation

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33

Hearing, in accordance with the modification provisions of the Plan and Local Rule 3016-2,

without further notice to interested parties.

6. 5. Plan Confirmation Depository. Information relating to confirmation of the

Plan is available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

7. 6. Confirmation Objection Deadline. The Court has established 5:00 p.m.

(Atlantic Standard Time) on June 7, 2023 as the deadline to file objections or responses to

confirmation of the proposed Plan and the proposed confirmation order4 (the “Confirmation

Objection Deadline”). Parties who do not file an objection to the Plan or the proposed

confirmation order prior to the Confirmation Objection Deadline will be prohibited from making

an oral presentation before the Court at the Confirmation Hearing.

8. 7. Objections and Responses to Confirmation. Objections and responses to

confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. Be served upon the Office of the United States Trustee for the District of

Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR

00901 (re: In re: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

9. 8. Participation in Confirmation Discovery. If you wish to participate in

discovery in connection with confirmation of the Plan, you must file a notice of your intention to

participate in discovery (a “Discovery Notice”), a form of which is available at

https://cases.ra.kroll.com/puertorico/. If you file your Discovery Notice on or before March

29April 7, 2023, you may be granted access to documents in the Plan Depository, where

information and documents concerning the Plan are kept, and will also be able to serve your own

discovery requests. If you file your Discovery Notice after March 29April 7, 2023, but on or

before April 24May 26, 2023, you may be granted access to documents in the Plan Depository.

Please note that access to the information in the Plan Depository may also require complying

with the Debtor’s access requirements.

10. 9. You must submit the Discovery Notice in the form provided on the Title III

Case website above, which must:

a. Be in writing, in English, and be signed;

b. State your name, address, the nature of your Claim, and your Claim number;

c. State your intention to participate in discovery in connection with

confirmation of the Plan; and

d. Be filed electronically with the Court on the docket using the CM/ECF docket

event Notice of Intent to Participate in Discovery for Plan Confirmation, in (i)

34

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35

Five Business Days

After Entry of DS

Approval Order

Summary of Discovery and Confirmation Deadlines

Deadline for Confirmation Hearing Notice to be served.

Ten Days After

In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and

(ii) In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through

the Court’s case filing system on or before the applicable deadline.

i. If you are not represented by counsel, you may instead mail

your Discovery Notice to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150

San Juan, P.R. 00918-1767

so as to be received on or before the applicable deadline.

11. 10. You must timely file a Discovery Notice to participate in discovery in

connection with confirmation of the Plan. Failure to timely file a Discovery Notice, however,

will not preclude you from filing an objection to confirmation of the Plan on or before the

Confirmation Objection Deadline, but will preclude you from being able to view documents in

the Plan Depository, and from taking discovery.

Deadline for the Debtor to upload all documents to the Plan Depository

Date of Entry of

Confirmation

Discovery

Procedures

OrderMarch 1,

2023

12. 11. Discovery Timetable and Deadlines. The Court has established the following

discovery dates and deadlines, which are applicable to the Debtor and to other parties in interest

who have timely filed a Discovery Notice and are eligible to participate in discovery:

5

Conversion of Disclosure Statement depository to Plan Depository

5 All of the dates and procedures set forth in this notice are subject to change by further Court order.

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April 314, 2023

Entry of

Confirmation

Discovery

Procedures

OrderMarch 11,

2023

Deadline for all parties to serve requests for production of

non-depository documents (“Production Requests”). Parties in interest

may serve Production Requests only following their filing of a timely

Discovery Notice.

Parties may serve up to one additional round of Production Requests,

provided that they are served on or before April 14May 8, 2023.

Responses and objections to any Production Requests shall be served

within seven (7) days of service of such Production Requests.

28 Days After

Entry of DS

Approval Order

Deadline for Debtor to complete mailing of solicitation materials.

Deadline for parties in interest to file a preliminary fact witness list and

topics about which each witness is expected to testify (a “Party in

Interest’s Preliminary Fact Witness List,” and together with the

Debtor’s Preliminary Fact Witness List, the “Preliminary Fact Witness

Lists”).

Deadline for all parties to file opening expert disclosures (“Opening

Expert Disclosures”).

March 29April 7,

2023

April 21, 2023

Deadline for parties in interest to file a “Notice of Intent to Participate

in Discovery,” (hereafter, a “Discovery Notice”). Only parties in

interest who file a timely Discovery Notice can propound discovery,

but failure to do so does not preclude a party from objecting to

confirmation of the Plan.

Deadline for all parties to serve up to fifteen (15) interrogatories

(“Interrogatories”), including subparts. Responses and objections to

such Interrogatories shall be served within ten (10) days of service of

such Interrogatories.

April 1428, 2023

Deadline for all parties to file opening expert reports (“Opening Expert

Reports”).

28 Days After

Entry of DS

Approval Order

Deadline for the Debtor to file a preliminary fact witness list and topics

about which each witness will testify (“Debtor’s Preliminary Fact

Witness List”).

Deadline for Debtor to complete mailing of solicitation materials.

Deadline for all parties to serve initial notices of deposition, topics and

requested times for depositions (“Initial Notices of Deposition”) (all

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May 8, 2023

Deadline for all parties to file rebuttal expert disclosuresreports

(“Rebuttal Expert Witness DisclosuresReports”).

Deadline for parties in interest who solely want access to documents in

the Plan Depository to file a Discovery Notice.

Deadline for all parties to file rebuttal expert disclosures (“Rebuttal

Expert Witness Disclosures”).

May 31, 2023

May 17, 2023

Deadline for the Debtor to file initial proposed confirmation order (the

“Proposed Confirmation Order”).

Deadline for the Debtor to file a form of the New Master Indenture.

April 28, 2023 Deadline for all parties to file Daubert motions and motions in limine.

depositions are limited to a seven (7)-hour time limit). Subsequent

notices are allowed provided discovery is completed by the Fact

Discovery Deadline or Expert Discovery Deadline, as applicable.

June 2, 2023

April 21May 26,

2023

Deadline for completion of expert discovery (the “Expert Discovery

Deadline”).

Deadline for all parties to serve requests for admission, limited to

authentication of documents (“Admission Requests”). Responses and

objections to such Admission Requests shall be served within four (4)

business days of service of such Admission Requests.

Deadline for all parties to file Daubert motions and motions in limine.

Deadline for parties who have served a Production Request on or

before April 314, 2023 to serve up to one additional round of

Production Requests.

Responses and objections to any Production Requests shall be served

within seven (7) days of service of such Production Requests.

June 7, 2023

Voting Deadline & Election Deadline

Deadline for Completioncompletion of fact discovery (the “Fact

Discovery Deadline”).

Deadline for parties in interest to file:

 Objections to confirmation of the Plan (“Plan Objections”).

 Objections to Proposed Confirmation Order.

May 5June 9,

2023

April 24, 2023

Deadline for all parties to file oppositions to Daubert motions and

motions in limine.

April 17May 15,

2023

Deadline for all parties to file rebuttal expert reports (“Rebuttal Expert

Reports”).

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June 21, 2023

May 24, 2023

Deadline for Debtor to file:

 Memorandum of law in support of confirmation of the Plan.

 Omnibus reply to Plan Objections and objections to the

Proposed Confirmation Order.

 Witness Declarations.

 Vote Tabulation.

 Initial proposed findings of fact and conclusions of law

(“Proposed Findings of Fact and Conclusions of Law”).

Deadline for all parties to file objections to counter designations.

May 12June 16,

2023

Deadline for parties in interest to file statements or joinders in support

of confirmation of the Plan.

Deadline for all parties to file finalized witness lists, exhibit lists, and

deposition designations.

May 31, 2023

Deadline for non-Debtor parties to file witness declarations.

Deadline for the Debtor to file initial proposed confirmation order (the

“Proposed Confirmation Order”).

June 23, 2023 Deadline for all parties to file counter-designations, objections to

deposition designations, or objections to exhibit lists.

Deadline for all parties to file replies in support of Daubert motions

and motions in limine.

June 28, 2023

June 7, 2023

Deadline for parties in interest to file objections to the (i) Vote

Tabulation and/or (ii) Proposed Findings of Fact and Conclusions of

Law.

May 17, 2023

Voting Deadline & Election Deadline

June 30, 2023 Deadline for all parties to file objections to counter designations.

Deadline for all parties to file counter-designations, objections to

deposition designations, or objections to exhibit lists.

July 5, 2023

June 7, 2023

Deadline for Debtor to reply to objections to the (i) the Vote Tabulation

and (ii) Proposed Findings of Fact and Conclusions of Law.

Deadline for parties in interest to file:

 Objections to confirmation of the Plan (“Plan Objections”).

 Objections to Proposed Confirmation Order.

Week of July 10,

2023

(or a date

[Virtual] hearing on motions in limine / pre-trial conference.

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July 17–21, 24–28,

2023 Confirmation Hearing

13. 12. Voting Record Date. The voting record date is February 28, 2023 (the

“Voting Record Date”), which is the date for determining which holders of Claims in Voting

Classes (except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)6) are entitled to vote on

the Plan. Therefore, only those creditors in a Class entitled to vote on the Plan and holding

Claims against the Debtor (except in the ATOP Classes) as of the Voting Record Date are

entitled to vote on the Plan.

14. 13. Voting Deadline. The deadline for voting on the Plan is June 7, 2023, at

5:00 p.m. (Atlantic Standard Time), unless such time is extended (the “Voting Deadline”).

You are not required to vote on the Plan to receive distributions pursuant to the terms of the

Plan, if confirmed by the Court, and provided you hold an Allowed Claim. However, if you

are a Settling Bondholder, Settling Monoline, or National receiving the treatment provided to

holders of Claims in Class 1, Class 5, or Class 9, you should review your Uninsured Bond

Settlement Agreement, Monoline Settlement Agreement, or National PSA, as applicable, prior

to voting or abstaining from voting on the Plan, and how it may affect your right to receive

distributions.

convenient for the

court)

6 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit their vote and/or

election through DTC’sthe Automated Tender Offer Platform at The Depository Trust Company, the Voting

Record Date shall not apply to the ATOP Classes; provided, however, the Voting Record Date shall apply to (i)

any PREPA Revenue Bonds formerly insured by Assured in the primary market, and the principal amount of

which was paid by Assured on or after the original maturity date of such bonds, (the “Assured Matured Bonds”)

or (ii) any claim arising from PREPA Revenue Bonds for which voting through ATOP cannot be established

(“ATOP Ineligible Bonds”). The holder as of the Voting Record Date of the (i) claims arising from such

bondsthe Assured Matured Bonds (including, without limitation, Assured) and (ii) claims arising from ATOP

Ineligible Bonds shall not be required to tender such bonds through ATOP, and instead shall be provided with a

ballot with which to vote such claims.

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15. 14. If you received a Solicitation Package, including a Ballot or Notice and intend

to vote on the Plan, you must: (a) follow the instructions carefully; (b) complete all of the

required information on the Ballot (as applicable); and (c) either (i) execute and return your

completed Ballot according to and as set forth in detail in the voting instructions included in the

Solicitation Package so that your Ballot is actually received by the Debtor’s solicitation agent,

Kroll Restructuring Administration LLC (“Kroll” or the “Balloting Agent”)7 on or before the

Voting Deadline, or (ii) instruct your broker or nominee (each, a “Nominee”) to electronically

deliver your bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust

Company (“DTC”) in accordance with your desire to vote to accept or reject the Plan on or

before the Voting Deadline. Failure to follow such instructions may disqualify your vote.

16. 15. Election Deadline. The deadline for holders of Claims in Class 5 that have

the right to make an election of the form of distributions pursuant to the Plan to make such

election is on June 7, 2023, at 5:00 p.m. (Atlantic Standard Time), unless such time is

extended (the “Election Deadline”). If you received an Election Notice with an option to make

an election, you must: (a) follow the instructions carefully; and (b) deliver all of the required

information according to and as set forth in detail in the election instructions so that it is received

by your Nominee in sufficient time for your Nominee to actually effectuate your election through

DTC’s ATOP on or before the Election Deadline.

17. 16. Parties in Interest Not Entitled to Vote. Creditors in Class 14 (Section

510(b) Subordinated Claims) are deemed to reject the Plan and not entitled to vote.

18. 17. Creditors in Class 10 (Ordinary Course Customer Claims) and Class 13

(Convenience Claims) are deemed to accept the Plan and not entitled to vote.

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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19. 18. If a Claim is listed on the Debtor’s list of creditors [Case No. 17-4780, ECF

No. 262] as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the

earlier of the applicable bar date for the filing of proofs of claim established by the Court or the

Voting Record Date (as applicable); or (ii) deemed timely filed by an order of the Court prior to

the Voting Deadline, such Claim shall not be entitled to vote to accept or reject the Plan. Proofs

of claim filed for $0.00 or Claims that have been expunged by order of the Court are also not

entitled to vote.

20. 19. If you have timely filed a proof of claim and disagree with the Debtor’s

classification of, or objection to, or request for estimation of your Claim and believe you should

be entitled to vote on the Plan, you must serve the Debtor and the parties listed in paragraph

4243 of the Disclosure Statement Order and file with the Court (with a copy to Chambers) a

motion (a “Rule 3018(a) Motion”) for an order pursuant to Rule 3018 of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”) temporarily allowing your Claim in a different

amount or in a different Class for purposes of voting to accept or reject the Plan. All Rule

3018(a) Motions must be filed on or before the tenth (10th) day after the later of (i) service of

this Confirmation Hearing Notice and (ii) service of notice of an objection or request for

estimation, if any, as to such Claim. In accordance with Bankruptcy Rule 3018(a), as to any to

any creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as

may be otherwise ordered by the Court prior to the Voting Deadline (June 7, 2023, at 5:00 p.m.

(Atlantic Standard Time), which corresponds to 5:00 p.m. prevailing Eastern Time).

Creditors may contact the Balloting Agent (i) via first class mail or via overnight courier, at

Puerto Rico Ballot Processing, C/O Kroll Restructuring Administration LLC (f/k/a Prime Clerk

LLC), 850 Third Avenue, Suite 412, Brooklyn, NY 11232, (ii) by telephone at (844) 822-9231

41

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(toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00

a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available), or (iii) by email at

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line), to receive an

appropriate Ballot for any Claim for which a proof of claim has been timely filed and a Rule

3018(a) Motion has been granted. Rule 3018(a) Motions that are not timely filed and served in

the manner set forth herein shall not be considered.

21. 20. If you wish to have your Claim temporarily allowed for voting purposes

pursuant to Bankruptcy Rule 3018(a), a form of Rule 3018(a) motion together with instructions

for filing and serving the motion is available at https://cases.ra.kroll.com/puertorico/.

22. 21. Parties Who Will Not Be Treated as Creditors. Any holder of a Claim that

(i) is scheduled in the List of Creditors at $0.00 and is not the subject of a timely filed proof of

Claim or a proof of claim deemed timely filed with the Court pursuant to either the Bankruptcy

Code or any order of the Court, or otherwise deemed timely filed under applicable law, or (ii) is

not scheduled and is not the subject of a timely filed proof of claim or a proof of claim deemed

timely filed with the Court pursuant to either the Bankruptcy Code or any order of the Court, or

otherwise deemed timely filed under applicable law, shall not be treated as a creditor with

respect to such Claim for purposes of (a) receiving notices regarding the Plan, and (b) voting on

the Plan.

23. 22. Additional Information. Any party in interest wishing to obtain information

about the solicitation procedures or copies of the Disclosure Statement or the Plan, including

Spanish translations thereof, should contact the Balloting Agent, Kroll Restructuring

Administration LLC, by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646)

486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time)

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(Spanish available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line), or may view such documents by accessing either

https://cases.ra.kroll.com/puertorico/ or the Court’s website, https://www.prd.uscourts.gov/.

Please note that a Public Access to Court Electronic Records (“PACER”)

(http://www.pacer.psc.uscourts.gov) password and login are needed to access documents on the

Court’s website.

24. 23. Bankruptcy Rules 2002(c)(3) and 3016(c)). In accordance with

Bankruptcy Rules 2002(c)(3) and 3016(c), set forth below are the release, exculpation, and

injunction provisions contained in the Plan:

Section 27(A) – Discharge and Release of Claims and Causes of Action:

1. Complete Satisfaction, Discharge, and Release

Except as expressly provided in the Plan or the Confirmation Order, all distributions and

rights afforded under the Plan shall be, and shall be deemed to be, in exchange for, and in

complete satisfaction, settlement, discharge, and release of, all Claims or Causes of Action

against PREPA and Reorganized PREPA that arose, in whole or in part, prior to the Effective

Date, relating to the Title III Case, the Debtor or Reorganized Debtor or any of their respective

Assets, property, or interests of any nature whatsoever, including any interest accrued on such

Claims from and after the Petition Date, and regardless of whether any property will have been

distributed or retained pursuant to the Plan on account of such Claims or Causes of Action.

Upon the Effective Date, the Debtor and Reorganized Debtor shall be deemed discharged and

released from any and all Claims, Causes of Action, and any other Debts that arose, in whole or

in part, prior to the Effective Date (including prior to the Petition Date), and all Debts of the kind

specified in Bankruptcy Code sections 502(g), 502(h), or 502(i), whether or not (a) a Proof of

Claim based upon such Debt is filed or deemed filed under Bankruptcy Code section 501, (b) a

Claim based upon such Debt is allowed under Bankruptcy Code section 502 (or is otherwise

resolved), or (c) the Holder of a Claim based upon such Debt voted to accept the Plan; provided,

for the avoidance of doubt, this Article XXVII.A.1 does not extend to or include any claims,

rights, or defenses (whether ordinary or affirmative) of the Vitol Parties related to the Vitol-SCC

AP preserved pursuant to the Vitol Settlement Agreement, and the Vitol Parties are not releasing

and instead is expressly preserving, all of its claims, rights, or defenses related to the Vitol-SCC

AP as provided in the Vitol Settlement Agreement.

2. Preclusion from Assertion of Claims Against the Debtor

All Entities shall be precluded from asserting any and all Claims or other obligations,

suits, judgments, damages, Debts, rights, remedies, Causes of Action, or liabilities, of any nature

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whatsoever, including any interest accrued on such Claims from and after the Petition Date,

against the Debtor and Reorganized Debtor and each of their respective Assets, property and

rights, relating to the Title III Case, regardless of whether any property will have been distributed

or retained pursuant to the Plan on account of such Claims or other obligations, suits, judgments,

damages, Debts, rights, remedies, Causes of Action, or liabilities. In accordance with the

foregoing, except as expressly provided in the Plan or the Confirmation Order, the Confirmation

Order shall constitute a judicial determination, as of the Effective Date, of the discharge and

release of all such Claims, Causes of Action, or Debt of or against the Debtor and the

Reorganized Debtor pursuant to Bankruptcy Code sections 524 and 944, applicable to the Title

III Case pursuant to PROMESA section 301, and such discharge shall void and extinguish any

judgment obtained against the Debtor or Reorganized Debtor and their respective Assets, and

property at any time, to the extent such judgment is related to a discharged Claim, Debt, or

liability. As of the Effective Date, and in consideration for the value provided under the Plan,

each Holder of a Claim in any Class under this Plan shall be and hereby is deemed to release and

forever waive and discharge as against the Debtor and Reorganized Debtor, and their respective

Assets and property and all such Claims; provided, for the avoidance of doubt, this Article

XXVII.A.2 does not extend to or include any claims, rights, or defenses (whether ordinary or

affirmative) of the Vitol Parties related to the Vitol-SCC AP preserved pursuant to the Vitol

Settlement Agreement, and the Vitol Parties are is not releasing and instead is expressly

preserving, all of its claims, rights, or defenses related to the Vitol-SCC AP as provided in the

Vitol Settlement Agreement.

3. Injunction Related to Discharge of Claims

Except as otherwise expressly provided in this Article XXVII of the Plan, the

Confirmation Order or such other Final Order of the Title III Court that may be applicable, all

Entities who have held, hold, or may hold Claims or any other Debt or liability that is discharged

or released pursuant to Article XXVII hereof or who have held, hold, or may hold Claims or any

other Debt or liability that is discharged or released pursuant to Article XXVII hereof are

permanently enjoined, from and after the Effective Date, from (a) commencing or continuing,

directly or indirectly, in any manner, any action or other proceeding (including, without

limitation, any judicial, arbitral, administrative, or other proceeding) of any kind on any such

Claim or other Debt or liability that is discharged or released pursuant to the Plan against any of

the Released Parties or any of their respective Assets or property, (b) the enforcement,

attachment, collection, or recovery by any manner or means of any judgment, award, decree, or

order against any of the Released Parties or any of their respective assets or property on account

of any Claim or other Debt or liability that is discharged or released pursuant to the Plan, (c)

creating, perfecting, or enforcing any encumbrance of any kind against any of the Released

Parties or any of their respective assets or property on account of any Claim or other Debt or

liability that is discharged or released pursuant to the Plan, and (d) except to the extent provided,

permitted, or preserved by Bankruptcy Code sections 553, 555, 556, 559, or 560 or pursuant to

the common law right of recoupment, asserting any right of setoff, subrogation, or recoupment of

any kind against any obligation due from any of the Released Parties or any of their respective

assets or property, with respect to any such Claim or other Debt or liability that is discharged or

released pursuant to the Plan. Such injunction shall extend to all successors and assigns of the

Released Parties and their respective assets and property.

Section 27(B) – Releases by the Debtor and Reorganized Debtor:

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Except as otherwise expressly provided in the Plan or the Confirmation Order, on the

Effective Date, and for good and valuable consideration, each of the Debtor and Reorganized

Debtor, the Distribution Agent and each of the Debtor’s and Reorganized Debtor’s Related

Persons shall be deemed to have and hereby does irrevocably and unconditionally, fully, finally,

and forever waive, release, acquit, and discharge the Released Parties from any and all Claims or

Causes of Action that the Debtor, Reorganized Debtor, and the Distribution Agent, or any of

them, or anyone claiming through them, on their behalf or for their benefit, have or may have or

claim to have, now or in the future, against any Released Party that are Released Claims or

otherwise are based upon, relate to, or arise out of or in connection with, in whole or in part, any

act, omission, transaction, event, or other circumstance relating to the Title III Case, the Fuel

Line Lender PSA, the National PSA, or the Debtor taking place or existing on or prior to the

Effective Date, and/or any Claim, act, fact, transaction, occurrence, statement, or omission in

connection with or alleged or that could have been alleged, including, without limitation, any

such Claim, demand, right, liability, or cause of action for indemnification, contribution, or any

other basis in law or equity for damages, costs, or fees.

Section 27(C) – Releases by Holders of Claims:

Notwithstanding anything contained in this Plan to the contrary, as of the Effective Date,

for good and valuable consideration, each Holder of a Claim is deemed to have released and

discharged the Debtor and the Reorganized Debtor from any and all Causes of Action, whether

known or unknown, including any derivative claims, asserted on behalf of the Debtor, that such

Entity would have been legally entitled to assert (whether individually or collectively), based on

or relating to, or in any manner arising from, in whole or in part, the Debtor (including

management, ownership, or operation thereof), the Debtor’s in- or out-of-court restructuring

efforts, intercompany transactions, the Title III Case, the formulation, preparation, dissemination,

negotiation, or filing of the Disclosure Statement, the Plan, the Uninsured Bond Settlement

Agreement, the Monoline Settlement Agreement, the Vitol Settlement Agreement, the

Restructuring Transactions, the Fuel Line Lender PSA, the National PSA, or any contract,

instrument, release, or other Definitive Documents, agreement, or document created or entered

into in connection with the Disclosure Statement, or the Plan, the filing of the Title III Case, the

pursuit of Confirmation, the pursuit of consummation, the administration and implementation of

the Plan, including the issuance or distribution of securities pursuant to the Plan, or the

distribution of property under the Plan or any other related agreement, or upon any other related

act or omission, transaction, agreement, event, or other occurrence taking place on or before the

Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set forth

above do not release any post-Effective Date obligations of any party or Entity under the Plan,

the Restructuring Transactions, or any document, instrument, or agreement (including those set

forth in the Plan Supplement) executed to implement the Plan.

Section 27(D) – Exculpation

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or

incur, and each Exculpated Party is released and exculpated from any Cause of Action for any

claim related to any act or omission in connection with, relating to, or arising out of, the Title III

Case, the formulation, preparation, dissemination, negotiation, or filing of the Fuel Line Lender

PSA, the National PSA, Disclosure Statement, the Plan, the Uninsured Bond Settlement

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Agreement, the Monoline Settlement Agreement, the Vitol Settlement Agreement, or any

Restructuring Transaction, contract, instrument, release or other Definitive Document,

agreement, or document created or entered into in connection with the Disclosure Statement or

the Plan, the filing of the Title III Case, the pursuit of Confirmation, the pursuit of

consummation, the administration and implementation of the Plan, including the issuance of

securities pursuant to the Plan, or the distribution of property under the Plan or any other related

agreement, except for claims related to any act or omission that is determined in a Final Order to

have constituted actual fraud or gross negligence, but in all respects such Entities shall be

entitled to reasonably rely upon the advice of counsel with respect to their duties and

responsibilities pursuant to the Plan. The Exculpated Parties have, and upon completion of the

Plan shall be deemed to have, participated in good faith and in compliance with the applicable

laws with regard to the solicitation of votes and distribution of consideration pursuant to the Plan

and, therefore, are not, and on account of such distributions shall not be, liable at any time for the

violation of any applicable law, rule, or regulation governing the solicitation of acceptances or

rejections of the Plan or such distributions made pursuant to the Plan. For the avoidance of

doubt, notwithstanding anything contained herein to the contrary, the Plan shall not, and shall not

be construed to, release or exculpate, any payment obligation under the applicable National

Insurance Policy, to any beneficial holder of National Insured Bonds, in accordance with its

terms solely to the extent of any failure of such holder to receive the treatment provided to

Holders of Claims in Class 5 (or any claims that National may have against a beneficial holder of

National Insured Bonds with respect to National’s applicable obligations under the National

Insurance Policies).

Section 27(E) – Injunction

As of the Effective Date, all Entities that hold, have held, or may hold a Released Claim

that is released pursuant to this Article XXVII of the Plan, are, and shall be, permanently, forever

and completely stayed, restrained, prohibited, barred, and enjoined from taking any of the

following actions, whether directly or indirectly, derivatively, or otherwise, on account of or

based on the subject matter of such discharged Released Claims: (i) commencing, conducting, or

continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including,

without limitation, any judicial, arbitral, administrative, or other proceeding) in any forum; (ii)

enforcing, attaching (including, without limitation any prejudgment attachment), collecting, or in

any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting,

or in any way enforcing in any matter, directly or indirectly, any Lien; (iv) setting off, seeking

reimbursement or contributions from, or subrogation against, or otherwise recouping in any

manner, directly or indirectly, any amount against any liability or obligation owed to any Entity

released under Article XXVII hereof; and (v) commencing or continuing in any manner, in any

place of any judicial, arbitration, or administrative proceeding in any forum, that does not

comply with or its inconsistent with the provisions of the Plan or the Confirmation Order.

Section 36(C) – Supplemental Injunction

Notwithstanding anything contained herein to the contrary, except to the limited extent

provided in the Plan, all Entities, including Entities acting on their behalf, who currently hold or

assert, have held or asserted, or may hold or assert, any Released Claims against any of the

Released Parties based upon, attributable to, arising out of or relating to the Title III Case or any

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47

Respectfully submitted,

Claim against the Debtor, whenever and wherever arising or asserted, whether in the U.S. or

anywhere else in the world, whether sounding in tort, contract, warranty, statute, or any other

theory of law, equity or otherwise, shall be, and shall be deemed to be, permanently stayed,

restrained and enjoined from taking any action against any of the Released Parties for the

purpose of directly or indirectly collecting, recovering or receiving any payment or recovery with

respect to any Released Claims arising prior to the Effective Date (including prior to the Petition

Date), including, but not limited to:

1. Commencing or continuing in any manner any action or other proceeding of any

kind with respect to any such Released Claim against any of the Released Parties

or the assets or property of any Released Party;

2. Enforcing, attaching, collecting, or recovering, by any manner or means, any

judgment, award, decree, or order against any of the Released Parties or the assets

or property of any Released Party with respect to any such Released Claim;

3. Creating, perfecting, or enforcing any Lien of any kind against any of the

Released Parties or the assets or property of any Released Party with respect to

any such Released Claim;

4. Except as otherwise expressly provided in the Plan or the Confirmation Order,

asserting, implementing or effectuating any setoff, right of subrogation,

indemnity, contribution, or recoupment of any kind against any obligation due to

any of the Released Parties or against the property of any Released Party with

respect to any such Released Claim; and

5. Taking any act, in any manner, in any place whatsoever, that does not conform to,

or comply with, the provisions of the Plan or the Confirmation Order, provided,

however, that the Debtor’s compliance with the formal requirements of

Bankruptcy Rule 3016 shall not constitute an admission that the Plan provides for

any injunction against conduct not otherwise enjoined under the Bankruptcy

Code.

Dated: ___________ 2023

San Juan, Puerto Rico

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48

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for

PREPA

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Schedule 3(a)

Form of Notice of Voting Instructions for

Settling Bondholder Claims in Class 1 (Settling Bondholder and Settling Monoline Claims),

Non-Settling Bondholder Claims in Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims), and Holders of Claims in Class 4 (Fuel Line Loan Claims)

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF VOTING INSTRUCTIONS FOR [SETTLING BONDHOLDER CLAIMS IN

CLASS 1] / [NON-SETTLING BONDHOLDER CLAIMS IN CLASS 2] / [HOLDERS OF

CLAIM IN CLASS 4]

This Notice of Voting (the “Notice”) is being sent to the beneficial holders of securities

[issued by the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”)]2 giving rise to

claims in Class [1 / 2 / 4] of the FirstModified Second Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [Case No. 17-BK-4780, ECF

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

2

[Applicable only to Classes 1 and 2.]

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2

No. _____]3 (as the same may be updated, supplemented, amended and/or otherwise modified

from time to time, the “Plan”).4 The [PREPA Revenue Bonds] / [Fuel Line Loan Trust

Certificates] and the relevant CUSIPs are described on Exhibit A attached hereto.

[PREPA Revenue Bond Claim. Settling Bondholders that are Holders of PREPA

Revenue Bond Claims in Class 1 may vote to accept or reject the Plan.] [PREPA Revenue

Bond Claim. Non-Settling Bondholders that are Holders of PREPA Revenue Bond Claims in

Class 2 may vote to accept or reject the Plan.]

The Financial Oversight and Management Board for Puerto Rico (the “Oversight

Board”), as representative of PREPA, is soliciting votes with respect to the Plan, from the

holders of certain impaired Claims against PREPA. By order dated [●], 2023 [ECF No. ___]

(the “Disclosure Statement Order”), the Court approved the Modified Disclosure Statement for

the FirstModified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric

Power Authority, dated [●]March 1, 2023 [ECF No. ___] (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, including all exhibits and

attachments thereto, the “Disclosure Statement”), and authorized the Debtor to solicit votes with

respect to the acceptance or rejection of the Plan. Instructions to cast your vote are below.

Electronic copies of the Plan and Disclosure Statement are enclosed in the package

containing this Notice. If you have any questions regarding this Notice, please contact the

Balloting Agent by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646)

486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard

Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with ‘PREPA

Solicitation’ in the subject line).

* * * * *

VOTING PROCESS

If you are a beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust

Certificates] giving rise to Impaired Claims in Class [1 / 2 / 4], you are entitled to cast a vote

either to accept or reject the Plan. To have your vote counted, you must properly vote in

accordance with these instructions so that your vote is actually received no later than 5:00

p.m. (Atlantic Standard Time) on June 7, 2023.

You are encouraged to review the entire Disclosure Statement before casting your vote to accept

or reject the Plan.

How to Submit a Valid Vote

If you wish to cast a vote to accept or reject the Plan, you must:

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

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 instruct your bank, broker or other intermediary through which you hold your [bonds]

/ [trust certificates] in ‘street name’ (each, a “Nominee”) to electronically deliver your

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via the Automated

Tender Offer Program (“ATOP”) at The Depository Trust Company (“DTC”) in

accordance with your desire to vote to accept or reject the Plan.

In addition, by delivering your [PREPA Revenue Bonds] / [Fuel Line Loan Trust

Certificates] via ATOP, you are certifying that:

1. either (a) your vote cast is the only vote cast by you on account of a [PREPA Revenue

Bond Claim] / [Fuel Line Loan Claim], or (b) in addition to the vote cast, one or more

additional votes (“Additional Votes”) on account of other [PREPA Revenue Bond

Claims] / [Fuel Line Loan Claims] have been cast by one or more Nominees, and you

have provided (or coordinated with your Nominee to provide) the Numerosity

Spreadsheet (as defined below) to the Balloting Agent by the Voting Deadline;

2. you have voted all of your Claims on account of your [PREPA Revenue Bonds] / [Fuel

Line Loans] to either accept or reject the Plan and acknowledge that no split votes will

be permitted, and that if you cast conflicting votes in respect of such Claims on account

of your [PREPA Revenue Bonds] / [Fuel Line Loans], all votes cast by you will be

disregarded;

3. you are the holder of the Claims in Class [1 / 2 / 4] on account of [PREPA Revenue

Bonds] / [Fuel Line Loans] to which this Notice pertains or are an authorized signatory

of such holder, and have full power and authority to vote to accept or reject the Plan; and

4. you have been provided with a copy of the Plan, Disclosure Statement, and Disclosure

Statement Order, and acknowledge that the vote cast pursuant to these instructions is

subject to all the terms and conditions set forth in the Plan, Disclosure Statement, and

Disclosure Statement Order.

No paperwork is required to be delivered to Kroll Restructuring Administration LLC to cast a

vote (except in the limited circumstance noted below in the section titled “Numerosity

Information Request – Applicable Only for Beneficial Holders Submitting More Than One

Instruction Through ATOP”). The sole means of casting a vote is to validly tender your

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] into the proper ATOP

envelope at DTC.

THE VOTING DEADLINE IS

 5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Voting Deadline.”

NOTE REGARDING RESTRICTIONS ON TRANSFER IF YOU TENDER YOUR [PREPA

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]: IF YOU TENDER

YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]

3

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4

THROUGH ATOP, IT IS ANTICIPATED THAT YOU WILL BE RESTRICTED FROM

TRANSFERRING YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST

CERTIFICATES] UNTIL IMMEDIATELY AFTER THE FIRST BUSINESS DAY

FOLLOWING THE VOTING TABULATION HAS BEEN FILED AND ONCE DTC

RELEASES YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST

CERTIFICATES] FROM ATOP IN ACCORDANCE WITH ITS CUSTOMARY

PROCEDURES (WHICH RELEASE FROM ATOP IS EXPECTED TO BE

ONDEADLINE, OR AS SOON AS POSSIBLE AFTERPRACTICABLE THEREAFTER,

BUT NO LATER THAN JUNE 21, 2023).

YOU MAY, HOWEVER, TRADE OR TRANSFER YOUR TENDERED [PREPA

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] BY REVOKING

YOUR VOTE AND WITHDRAWING ANY TENDERED [PREPA REVENUE BONDS] /

[FUEL LINE LOAN TRUST CERTIFICATES] AT ANY TIME BEFORE THE VOTING

DEADLINE.

IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER YOUR

[PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] PRIOR

TO THE VOTING DEADLINE, THEN YOU SHOULD NOT TENDER YOUR [PREPA

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] THROUGH

ATOP.

* * * * *

How to Revoke a Valid Vote

You may revoke your vote to accept or reject the Plan and withdraw your [PREPA Revenue

Bonds] / [Fuel Line Loan Trust Certificates] tendered through DTC’s ATOP at any time

before the Voting Deadline.

If you wish to revoke your vote, you must instruct your Nominee to revoke your vote and

withdraw your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via ATOP at

DTC (which withdrawal will be confirmed by Kroll Restructuring Administration LLC

(“Kroll”)5 once notified by DTC of the withdrawal request). No paperwork is required to be

delivered to Kroll to effectuate the revocation.

If you revoke your vote any time before the Voting Deadline, you may vote again at any time

before the Voting Deadline, in accordance with the instructions to submit a valid vote above.

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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* * * * *

Nominee Information Submission

Any Nominees with beneficial holder clients who submit vote(s) to reject the Plan on account of

Claims Class 1 (Settling Bondholder and Settling Monoline Claims), must send an Excel

spreadsheet to puertoricoballots@ra.kroll.com (with ‘PREPA Nominee Spreadsheet’ in the

subject line) containing the name(s), address(es), and ATOP instruction confirmation number(s)

(also referred to as ATOP voluntary offer instruction(s) or “VOI(s)”) associated with each vote

to reject the Plan.

* * * * *

Numerosity Information Submission

(Applicable Only for Beneficial Holders Submitting More than One Vote Through ATOP)

Any beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] that

holds multiple CUSIPs of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and

submits more than one vote through one or more Nominees, MUST submit (or coordinate with

their Nominee(s) to submit) a list of all such ATOP instruction confirmation numbers (also

referred to as ATOP voluntary offer instructions or “VOIs”). The Balloting Agent has made

available a template electronic spreadsheet (the “Numerosity Spreadsheet”) on its website at:

https://cases.primeclerk.com/puertorico (click on the link titled “Numerosity Spreadsheet”).

Please return (or coordinate with your Nominee to return) the Numerosity Spreadsheet to the

Balloting Agent in Excel format via email to https://cases.ra.kroll.com/puertorico/ (with ‘PREPA

Numerosity Spreadsheet’ in the subject line). If you anticipate any difficulty in submitting your

Numerosity Spreadsheet in Excel format, please contact Kroll at (844) 822-9231 (toll free for

U.S. and Puerto Rico) or (646) 486-7944 (for international callers) or by e-mail at

puertoricoballots@ra.kroll.com (with ‘PREPA Numerosity Spreadsheet’ in the subject line).

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC,

BY TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR

(646) 486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00

P.M. (ATLANTIC STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE). PLEASE NOTE THAT KROLL IS NOT AUTHORIZED TO

PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE.

5

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6

Description CUSIP

Exhibit A

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Schedule 3(b)

Form of Ballot for Settling Monolines on Account of Claims in

Class 1 (Settling Bondholder and Settling Monoline Claims)

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PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR SETTLING MONOLINE ON ACCOUNT OF CLAIMS IN CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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2

Stability Act (“PROMESA”),2 is soliciting votes with respect to the First Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [Case No.

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims

against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Modified Disclosure Statement for the First Amended Title III Plan of Adjustment

of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the same may be

updated, supplemented, amended and/or otherwise modified from time to time, including all

exhibits and attachments thereto, the “Disclosure Statement”), and authorized the Debtor to

solicit votes with respect to the acceptance or rejection of the Plan.

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Settling Monoline. Pursuant to the Disclosure

Statement Order, a Settling Monoline is entitled to accept or reject the Plan on account of

Impaired Claims in Class 1 (Settling Bondholder and Settling Monoline Claims) arising from

securities insured by such Settling Monoline. To have your vote counted, you must complete,

sign, and return this Ballot so that it is received by the Balloting Agent no later than 5:00

p.m. (Atlantic Standard Time) on June 7, 2023, unless such time is extended (the “Voting

Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

2 PROMESA is codified at 48 U.S.C. §§2101-2241

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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3

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

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4

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

Address

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

PLEASE COMPLETE THE FOLLOWING:

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

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5

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 1

(Settling Bondholder and Settling Monoline Claims) set forth below in the following

aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

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6

Name of Holder:

(Print or Type)

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan. The undersigned further

acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions set

forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

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7

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

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8

VOTING INSTRUCTIONS FOR A SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the First

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●],

2023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated, supplemented,

amended and/or otherwise modified from time to time, the “Plan”), and (ii) consent to the

injunction and release provisions of the Plan if you vote to accept the Plan. The terms of the

Plan are described in the Modified Disclosure Statement for the First Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●], 2023 [ECF No. ___] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time,

including all exhibits and attachments thereto, the “Disclosure Statement”). All capitalized

terms used but not otherwise defined herein or in the Ballot shall have the meanings given to

such terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE STATEMENT

CAREFULLY BEFORE COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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9

Address Hours (AST)

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Don Frappe Inc.

Carr. #2km 141.5

M – F

8:30 a.m.

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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Document Page 242 of 366
1

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Bo. Quebrada Larga

Añasco, PR 00610

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

M – F

8:30 a.m.

to

5:00 p.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

Address

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

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c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted in

determining acceptance or rejection of the Plan by a particular Class of Claims

against the Debtor only if you complete, sign, and return the Ballot labeled for

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

1

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Document Page 244 of 366
(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

1

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Schedule 3(c)

Form of Ballot for Non-Settling Monolines on Account of Claims in

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

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Document Page 246 of 366
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR

NON-SETTLING MONOLINES ON ACCOUNT OF CLAIMS IN CLASS 2

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic

Stability Act (“PROMESA”),2 is soliciting votes with respect to the FirstModified Second

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

2 PROMESA is codified at 48 U.S.C. §§2101-2241

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2

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by a Non-Settling Monoline. Pursuant to the

Disclosure Statement Order, a Non-Settling Monoline is entitled to vote to accept or reject the

Plan on account of Impaired Claims in Class 2 (Non-Settling Bondholder and Non-Settling

Monoline Claims) arising from securities insured by such Non-Settling Monoline. To have

your vote counted, you must complete, sign, and return this Ballot so that it is received by

the Balloting Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023,

unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]3 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, the “Plan”), from the

holders of certain impaired Claims against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Modified Disclosure Statement for the FirstModified Second Amended Title III

Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF

No. ___] (as the same may be updated, supplemented, amended and/or otherwise modified from

time to time, including all exhibits and attachments thereto, the “Disclosure Statement”), and

authorized the Debtor to solicit votes with respect to the acceptance or rejection of the Plan.

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 248 of 366
3

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 249 of 366
4

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim or the right to vote on account of securities giving rise to such Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 2

(Non-Settling Bondholder and Non-Settling Monoline Claims) set forth below in the

following aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

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Document Page 250 of 366
5

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has asserted full power and authority to vote to accept or reject the Plan. The undersigned

further acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions

set forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

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6

VOTING INSTRUCTIONS FOR A NON-SETTLING MONOLINE

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 2

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the

FirstModified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power

Authority, dated [●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may

be updated, supplemented, amended and/or otherwise modified from time to time, the “Plan”),

and (ii) consent to the injunction and release provisions of the Plan if you vote to accept the Plan.

The terms of the Plan are described in the Modified Disclosure Statement for the FirstModified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[●]March 1, 2023 [ECF No. ___] (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”). All capitalized terms used but not otherwise defined herein or in the

Ballot shall have the meanings given to such terms in the Plan. PLEASE READ THE PLAN

AND DISCLOSURE STATEMENT CAREFULLY BEFORE COMPLETING THIS

BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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Document Page 252 of 366
7

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 253 of 366
You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot or Ballot, labeled for a different Class of Claims. Your vote will be

counted in determining acceptance or rejection of the Plan by a particular

Class of Claims against the Debtor only if you complete, sign, and return the

Ballot labeled for that Class of Claims in accordance with the instructions on

the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

8

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 254 of 366
(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

9

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Document Page 255 of 366
10

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Document Page 256 of 366
Schedule 3(dc)

Form of Ballot for National on Account of Claims in

Class 5 (National Insured Bond Claims)

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 257 of 366
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR NATIONAL ON ACCOUNT OF CLAIMS

IN CLASS 5 (NATIONAL INSURED BOND CLAIMS)

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic

Stability Act (“PROMESA”),2 is soliciting votes with respect to the FirstModified Second

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

2 PROMESA is codified at 48 U.S.C. §§2101-2241

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 258 of 366
2

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the

“Balloting Agent”),4 by telephone at (844) 822-9231 (toll free for U.S. and Puerto Rico) or

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic

Standard Time) (Spanish available), or by email at puertoricoinfo@ra.kroll.com (with

‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by National Public Finance Guarantee Corporation

(“National”). Pursuant to the Disclosure Statement Order, National is entitled to accept or reject

the Plan on account of Impaired Claims in Class 5 (National Insured Bond Claims) arising from

securities insured by National. To have your vote counted, you must complete, sign, and

return this Ballot so that it is received by the Balloting Agent no later than 5:00 p.m.

(Atlantic Standard Time) on June 7, 2023, unless such time is extended (the “Voting

Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]3 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, the “Plan”), from the

holders of certain impaired Claims against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Modified Disclosure Statement for the FirstModified Second Amended Title III

Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF

No. ___] (as the same may be updated, supplemented, amended and/or otherwise modified from

time to time, including all exhibits and attachments thereto, the “Disclosure Statement”), and

authorized the Debtor to solicit votes with respect to the acceptance or rejection of the Plan.

3 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

4

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 259 of 366
3

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 260 of 366
4

$

* * * * *

Item 2. Vote on Plan.

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 5

(National Insured Bond Claims) set forth below in the following aggregate amount:

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

To submit your Ballot via the “E-Ballot” platform, please visit

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website

and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email or other means of

electronic transmission will not be counted.

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 261 of 366
5

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you

receive, as applicable.

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper

Ballot.

Item 3. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan. The undersigned further

acknowledges that the Debtor’s solicitation of votes is subject to all terms and conditions set

forth in the Disclosure Statement and the order of the District Court approving the Disclosure

Statement and the procedures for the solicitation of votes to accept or reject the Plan contained

therein.

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 262 of 366
6

VOTING INSTRUCTIONS FOR NATIONAL ON ACCOUNT OF CLAIMS IN CLASS 5

(NATIONAL INSURED BOND CLAIMS)

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the FirstModified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, the “Plan”), and (ii)

consent to the injunction and release provisions of the Plan if you vote to accept the Plan. The

terms of the Plan are described in the Modified Disclosure Statement for the FirstModified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[●]March 1, 2023 [ECF No. ___] (as the same may be updated, supplemented, amended and/or

otherwise modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”). All capitalized terms used but not otherwise defined herein or in the

Ballot shall have the meanings given to such terms in the Plan. PLEASE READ THE PLAN

AND DISCLOSURE STATEMENT CAREFULLY BEFORE COMPLETING THIS

BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims

against the Debtor (including those holders who abstain from voting on or reject the Plan, and

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and

the transactions contemplated thereby, whether or not they vote and whether or not they accept

the Plan.

3. To have your vote counted, you must properly complete, sign, and return

this Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than

5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit

E-Ballot” link. Follow the instructions set forth on the website. You are

encouraged to submit your Ballot via the E-Ballot platform. If you choose to

submit your Ballot via the E-Ballot platform, you should NOT submit your paper

copy Ballot as well.

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 263 of 366
7

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

 (F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your Ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

4. To properly complete the Ballot, you must follow the procedures described

below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject the

Plan with all the Claims you hold in a Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted in

determining acceptance or rejection of the Plan by a particular Class of Claims

against the Debtor only if you complete, sign, and return the Ballot labeled for

that Class of Claims in accordance with the instructions on the Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

5. If more than one Ballot voting the same Claim is received by the Balloting Agent,

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies

between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

8

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(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

9

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Schedule 3(ed)

Form of Ballot for

Holders of Claims in Class 3 (Pension

Claim), Class 6 (National Reimbursement

Claim), Class 7 (General Unsecured

Claims), Class 8 (Vitol Claims), Class 9

(Assured Insured Interest Rate Swaps Claims),

Class 11 (Eminent Domain/Inverse Condemnation

Claims), and Class 12 (Federal Claims),

Holders of Claims arising from Assured Matured

Bonds, and Holders of Claims Arising from ATOP Ineligible Bonds

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

BALLOT FOR [HOLDERS OF CLAIMS

IN [CLASS 1 (SETTLING BONDHOLDER

AND SETTLING MONOLINE CLAIMS)2] / [CLASS 2 (NON-SETTLING

BONDHOLDER

AND NON-SETTLING MONOLINE CLAIMS)3

] / [CLASS 3 (PENSION CLAIM)] / [CLASS

6 (NATONAL REIMBURSEMENT CLAIMS)] / [CLASS

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

2

[NTD: ATOP Ineligible Bonds]

3

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

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2

Copies of the Plan and Disclosure Statement are enclosed in the package containing this

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Plan. If you have any questions regarding the proper completion

of this Ballot, please contact Kroll Restructuring Administration LLC (f/k/a Prime Clerk

LLC) (“Kroll” or the “Balloting Agent”),6 by telephone at (844) 822-9231 (toll free for U.S.

and Puerto Rico) or (646) 486-7944 (for international callers), available 10:00 a.m. to 7:00

p.m. (Atlantic Standard Time) (Spanish available), or by email at

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line).

This Ballot is to be used for voting by holders of Claims in the Classes listed below. To

have your vote counted, you must complete, sign, and return this Ballot so that it is

received by the Balloting Agent no later than 5:00 p.m. (Atlantic Standard Time) on June

7, 2023, unless such time is extended (the “Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot”

link. Follow the instructions set forth on the website. You are encouraged to

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot

via the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

7 (GENERAL UNSECURED CLAIMS)] / [CLASS 8 (VITOL

CLAIMS)] / [CLASS 9 (ASSURED INSURED INTEREST RATE

SWAPS CLAIMS)] / [CLASS 11 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 12 (FEDERAL CLAIMS)]]

The Financial Oversight And Management Board For Puerto Rico (the “Oversight

Board”), as representative of the Puerto Rico Electric Power Authority (“PREPA” or the

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic

Stability Act (“PROMESA”),4 is soliciting votes with respect to the FirstModified Second

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]5 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, the “Plan”), from the

holders of certain impaired Claims against PREPA.

By order dated [●], 2023 [ECF No. ___] (the “Disclosure Statement Order”), the Court

approved the Modified Disclosure Statement for the FirstModified Second Amended Title III

Plan of Adjustment of the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF

No. ___] (as the same may be updated, supplemented, amended and/or otherwise modified from

time to time, including all exhibits and attachments thereto, the “Disclosure Statement”), and

authorized the Debtor to solicit votes with respect to the acceptance or rejection of the Plan.

4 PROMESA is codified at 48 U.S.C. §§2101-2241

5 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

6

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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3

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINISTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

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You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform).

The Ballot must actually be received by the Balloting Agent by no later than the

Voting Deadline (5:00 p.m. (Atlantic Standard Time) on June 7, 2023), unless such time is

extended by the Debtor.

Solely for purposes of voting to accept or reject the Plan and not for the purpose of the

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s

rights in any other context, each Claim within a Class of Claims entitled to vote to accept or

reject the Plan shall be in an amount as determined by the procedures set forth in the Disclosure

Statement Order.

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii)

a proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any

Claim.

Pursuant to the Plan, you may be required, as a condition to receiving any distribution on

your Claim, to complete the appropriate Internal Revenue Service Form W-8 or Form W-9, as

applicable. Information relating to these forms and instructions on filling them out can be found

on the Internal Revenue Service’s website: https://www.irs.gov/.

(Continued on Next Page)

4

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5

$

To submit your [election in Item 2 and] / [information in Item 2 and] vote in Item [2] / [3] below

via the “E-Ballot” platform, please visit https://cases.ra.kroll.com/puertorico. Click on the

“Submit E-Ballot” section of the website and follow the instructions to submit your ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:

Kroll’s “E-Ballot” platform is the sole manner in which elections and votes will be accepted via

electronic or online transmission. Elections and votes submitted by facsimile, email or other

means of electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of your

electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you receive, as

applicable.

Creditors who make an election or vote using Kroll’s “E-Ballot” platform should NOT also

submit a paper Ballot.

Item 2.

3 Election to be Treated as Convenience Claim (Class 13).

Pursuant to the Plan, any holder of an Allowed PREPA General Unsecured Claim may elect to

(a) reduce the amount of such Allowed Claim to $10,000.00 and (b) have such reduced Claim be

PLEASE COMPLETE THE FOLLOWING:

Item 1. Amount of Claim

For purposes of voting to accept or reject the Plan, the undersigned holds the Claim(s) in [[Class

1 (Settling Bondholder and Settling Monoline Claims)1] / [Class 2 (Non-Settling Bondholder and

Non-Settling Monoline Claims)2] [Class 3 (Pension Claim)] / [Class 6 (National Reimbursement

Claim] / [Class 7 (General Unsecured Claims)] / [Class 8 (Vitol Claims)] / [Class 9 (Assured

Insured Interest Rate Swaps Claims)] / [Class 11 (Eminent Domain/Inverse Condemnation

Claims)] / [Class 12 (Federal Claims)]] / as of February 28, 2023, the Voting Record Date, as

set forth below in the following aggregate amount:

1

[NTD: ATOP Ineligible Bonds]

2

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

3

[Item 2 election only to be included for ballots delivered to holders of Claims in Class 7 (General Unsecured

Claims)].

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6

 Elect to be Treated as Convenience Claim in Class 13

(Available only to holders of Claims in Class 7)

If you make the election above, skip to Item 4 below as you are deemed to have accepted

the Plan.

Item [2] / [3]. Vote on Plan [(skip if you have elected to be treated as a Convenience

Claim in Item 2 above)].

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to

(please check one):

treated pursuant to Class 13 (Convenience Claims), receiving a projected recovery of 100% of

such reduced claim.

Any holder of multiple Allowed PREPA General Unsecured Claims may elect to (a) reduce the

amount of such multiple Claims to an aggregate amount of $20,000.00 and (b) have such

reduced claims be treated pursuant to Class 13 (Convenience Claims), receiving a projected

recovery of 100% of such reduced claim; provided, however, that the aggregate amount of

consideration to be made available to Convenience Claims shall be One Million Dollars

($1,000,000.00); and provided, further, that in the event the Convenience Cap is exceeded,

holders of Allowed Convenience Claims shall receive a Pro Rata Share of the Convenience Cap.

If you hold multiple Allowed PREPA General Unsecured Claims, receive more than one ballot,

and wish to make this election, you must make a consistent election on all the ballots you

received for them to be treated pursuant to Class 13 (Convenience Claims). If the ballots do not

all consistently elect to be treated Class 13 (Convenience Claims), such election will not be

effective.

If you elect to have your Claim reduced and treated as a Convenience Claim in Class 13, you will

be deemed to have accepted the Plan as a holder of a Claim in Class 13 (Convenience Claims).

* * * * *

The undersigned holder of a General Unsecured Claim in Class 7 in the amount set forth in Item

1 above hereby elects to have such holder’s General Unsecured Claim (a) reduced to $10,000.00

(and if such holder holds multiple Allowed PREPA General Unsecured Claims, such multiple

claims reduced to an aggregate amount of $20,000.00) and (b) treated as a Convenience Claim in

Class 13.

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan

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7

Name of Holder:

(Print or Type)

Signature:

Name of Signatory:

(If other than holder)

Title:

Address:

Telephone

Number:

Email:

Date Completed:

Item [3] / [4]. Acknowledgements and Certification.

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided

with a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The

undersigned certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it

has full power and authority to vote to accept or reject the Plan [and make the election in Item 2

above]. The undersigned further acknowledges that the Debtor’s solicitation of votes is subject

to all terms and conditions set forth in the Disclosure Statement and the order of the District

Court approving the Disclosure Statement and the procedures for the solicitation of votes to

accept or reject the Plan contained therein.

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8

CLAIMS)5] / [CLASS 3 (PENSION CLAIM)]

/ [CLASS 6 (NATONAL REIMBURSEMENT CLAIMS)]

/ [CLASS 7 (GENERAL UNSECURED CLAIMS)] / [CLASS

8 (VITOL CLAIMS)] / [CLASS 9 (ASSURED INSURED INTEREST

RATE SWAPS CLAIMS)] / [CLASS 11 (EMINENT DOMAIN/INVERSE

CONDEMNATION CLAIMS)] / [CLASS 12 (FEDERAL CLAIMS)]]

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject

the FirstModified Second Amended Title III Plan of Adjustment of the Puerto Rico

Electric Power Authority, dated [●]March 1, 2023 [Case No. 17-BK-4780, ECF No.

_____]6 (as the same may be updated, supplemented, amended and/or otherwise modified

from time to time, the “Plan”), and (ii) consent to the injunction and release provisions of

the Plan if you vote to accept the Plan. The terms of the Plan are described in the

Modified Disclosure Statement for the FirstModified Second Amended Title III Plan of

Adjustment of the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF

No. ___] (as the same may be updated, supplemented, amended and/or otherwise

modified from time to time, including all exhibits and attachments thereto, the

“Disclosure Statement”). All capitalized terms used but not otherwise defined herein or

in the Ballot shall have the meanings given to such terms in the Plan. PLEASE READ

THE PLAN AND DISCLOSURE STATEMENT CAREFULLY BEFORE

COMPLETING THIS BALLOT.

2. The Plan will be accepted by a Class of Claims if it is accepted by the

holders of two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of

the Allowed Claims in a Class that have voted to accept or reject the Plan. In the event a

Class rejects the Plan, the Court may nevertheless confirm the Plan and thereby make it

binding on holders of Claims in the Class if the Court finds the Plan does not unfairly

discriminate against and accords fair and equitable treatment to the holders of Claims in

the Class and all other Classes of Claims rejecting the Plan, and otherwise satisfies the

requirements of PROMESA Section 314(b) and Section 1129(b) of the Bankruptcy Code.

If the Plan is confirmed by the Court, all holders of Claims against the Debtor (including

those holders who abstain from voting on or reject the Plan, and those holders who are

not entitled to vote on the Plan) will be bound by the confirmed Plan and the transactions

contemplated thereby, whether or not they vote and whether or not they accept the Plan.

VOTING

AND ELECTION INSTRUCTIONS FOR COMPLETING

THE BALLOT FOR CLAIMS IN [CLASS 1

(SETTLING BONDHOLDER AND SETTLING MONOLINECLAIMS)4] / [CLASS 2

(NON-SETTLING

BONDHOLDER AND NON-SETTLING MONOLINE

4

[NTD: ATOP Ineligible Bonds]

5

[NTD: Assured Matured Bonds and ATOP Ineligible Bonds]

6 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

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9

3. [Pursuant to the Plan, any holder of an Allowed PREPA General

Unsecured Claim may elect to (a) reduce the amount of such Allowed Claim to

$10,000.00 and (b) have such reduced Claim be treated pursuant to Class 13

(Convenience Claims), receiving a projected recovery of 100% of such reduced claim;

provided, however, that the aggregate amount of consideration to be made available to

Convenience Claims shall be One Million Dollars ($1,000,000.00); and provided, further,

that in the event the Convenience Cap is exceeded, holders of Allowed Convenience

Claims shall receive a Pro Rata Share of the Convenience Cap. Any holder of multiple

Allowed PREPA General Unsecured Claims may elect to (a) reduce the amount of such

multiple Claims to an aggregate amount of $20,000.00 and (b) have such reduced claims

be treated pursuant to Class 13 (Convenience Claims), receiving a projected recovery of

100% of such reduced claim. If you elect to have your Claim reduced and treated as a

Convenience Claim in Class 13, you will be deemed to have accepted the Plan as a holder

of a Claim in Class 13 (Convenience Claims).]7

4. To have your vote or election counted, you must properly complete,

sign, and return this Ballot to Kroll Restructuring Administration LLC (f/k/a Prime

Clerk LLC) (“Kroll” or the “Balloting Agent”) so that it is received by the Balloting

Agent no later than 5:00 p.m. (Atlantic Standard Time) on June 7, 2023 (the

“Voting Deadline”).

Ballots must be delivered to the Balloting Agent by one of the following methods:

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit E-Ballot”

link. Follow the instructions set forth on the website. You are encouraged to

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot

via the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING

C/O KROLL RESTRUCTURING ADMINSTRATION LLC

(F/K/A PRIME CLERK LLC)

850 THIRD AVENUE, SUITE 412

BROOKLYN, NY 11232

If you would like to coordinate hand delivery of your ballot to the address above,

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in

the subject line) and provide the anticipated date and time of your delivery.

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following

on-island locations:

7

 Applicable only to Class 7 (General Unsecured Claims).

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10

Oceana HUB Center

2 Calle Acerina

Caguas, PR 00725

Address

M – F

8:30 a.m.

to

5:00 p.m.

Hours (AST)

LunaSpeiz

157 Calle de Luna,

San Juan, PR 00901

M – F

8:30 a.m.

to

5:00 p.m.

Locations in the Commonwealth

Accepting Ballots by Hand Delivery

All locations are available from

April 10, 2023 to June 7, 2023

(except weekends and federal holidays)

Centro

Ave. Muñoz Rivera 501, 3Fl

San Juan, PR 00918

Don Frappe Inc.

Carr. #2km 141.5

Bo. Quebrada Larga

Añasco, PR 00610

M – F

8:30 a.m.

to

5:00 p.m.

M – F

8:30 a.m.

to

5:00 p.m.

Club de Leones de Ponce

Club House Bo. Carrillo

Carretera #14 km 5.1,

Ponce, PR 00731

M – F

8:30 a.m.

to

5:00 p.m.

You must deliver the Ballot in the manner described above. Ballots will not be

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission

(except online via Kroll’s E-Ballot platform in accordance with the instructions above).

5. To properly complete the Ballot, you must follow the procedures

described below:

a. Ensure the information contained in Item 1 of the Ballot is correct;

b. You may not split your vote on the Plan. You must vote to accept or reject

the Plan, or make an election with respect to, all the Claims you hold in a

Class;

c. If you are completing this Ballot on behalf of another entity, indicate your

relationship to such entity and the capacity in which you are signing and

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submit satisfactory evidence of your authority to so act (e.g., a power of

attorney or a certified copy of board resolutions authorizing you to so act);

d. If you also hold Claims in other Classes, you may receive more than one

Ballot, labeled for a different Class of Claims. Your vote will be counted

in determining acceptance or rejection of the Plan by a particular Class of

Claims against the Debtor only if you complete, sign, and return the Ballot

labeled for that Class of Claims in accordance with the instructions on the

Ballot;

e. If you believe you have received the wrong Ballot, please contact the

Balloting Agent immediately;

f. Provide your name and mailing address;

g. Sign and date your Ballot; and

h. Return your Ballot using an authorized method of return indicated herein.

6. If more than one Ballot voting the same Claim is received by the Balloting

Agent, the latest Ballot received prior to the Voting Deadline will, to the extent of any

inconsistencies between the Ballots, supersede and revoke any prior Ballot.

* * * * *

IF YOU:

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT,

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT,

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR

THE PLAN,

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC

FORMAT AND DESIRE PAPER COPIES, OR

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER

ENCLOSED MATERIALS,

PLEASE CONTACT THE BALLOTING AGENT BY:

 TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR

 EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA

SOLICITATION’ IN THE SUBJECT LINE).

11

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PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF,

THE DEBTOR, OR THE COURT.

12

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Schedule 4(a)

Notice of Non-Voting Status (Deemed to Reject)

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PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS

(CLASS 14 (SECTION 510(B) SUBORDINATED CLAIMS)) – DEEMED TO REJECT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the FirstModified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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2

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]2 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, including all exhibits and

attachments thereto, the “Disclosure Statement”), filed by the Financial Oversight and

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Puerto Rico

Electric Power Authority (“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto

Rico Oversight, Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting

acceptances or rejections of the FirstModified Second Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF No. _____] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time, the

“Plan”), from the holders of impaired Claims who are (or may be) entitled to receive

distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOU ARE NOT ENTITLED TO

RECEIVE OR RETAIN ANY PROPERTY ON ACCOUNT OF YOUR

CLAIM(S) AGAINST THE DEBTOR. THEREFORE, PURSUANT TO

SECTION 1126(g) OF THE BANKRUPTCY CODE, YOU ARE (I)

DEEMED TO HAVE REJECTED THE PLAN, AND (II) NOT ENTITLED

TO VOTE ON THE PLAN.

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order

prior to the Confirmation Objection Deadline will be prohibited from making an oral

presentation before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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4

so as to be received on or before the Confirmation Objection Deadline

(June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)), and

e. be served upon the Office of the United States Trustee for the District of

Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR

00901 (re: In re: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC (“KROLL”),5 BY (I) FIRST CLASS

MAIL OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O

KROLL RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC),

850 THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 4(b)

Notice of Non-Voting Status (Deemed to Accept)

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PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS CLASS 10 (ORDINARY COURSE CUSTOMER

CLAIMS) AND CLASS 13 (CONVENIENCE CLAIMS)) – DEEMED TO ACCEPT

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the FirstModified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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2

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]2 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, including all exhibits and

attachments thereto, the “Disclosure Statement”), filed by the Financial Oversight and

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Puerto Rico

Electric Power Authority (“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto

Rico Oversight, Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting

acceptances or rejections of the FirstModified Second Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF No. _____] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time, the

“Plan”), from the holders of impaired Claims who are (or may be) entitled to receive

distributions under the Plan.

UNDER THE TERMS OF THE PLAN, YOUR CLAIM(S)

AGAINST THE DEBTOR ARE UNIMPAIRED.

THEREFORE, PURSUANT TO SECTION 1126(f) OF THE

BANKRUPTCY CODE, YOU ARE (I) DEEMED TO HAVE

ACCEPTED THE PLAN, AND (II) NOT ENTITLED TO

VOTE ON THE PLAN.

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order

prior to the Confirmation Objection Deadline will be prohibited from making an oral

presentation before the Court at the Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the Court’s

case filing system, you may instead mail your objection to the

Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)),

and

e. be served upon the Office of the United States Trustee for the District of

Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR

00901 (re: In re: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

4

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5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 4(c)

Notice of Non-Voting Status (Disputed Claims)

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS (DISPUTED CLAIMS)

You are receiving this Notice because you hold a Claim that is subject to an objection.

You should read this Notice carefully and discuss it with your attorney. If you do not have an

attorney, you may wish to consult one.

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the FirstModified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]2 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, including all exhibits and

attachments thereto, the “Disclosure Statement”), filed by the Financial Oversight and

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Puerto Rico

Electric Power Authority (“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto

Rico Oversight, Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting

acceptances or rejections of the FirstModified Second Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF No. _____] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time, the

“Plan”), from the holders of impaired Claims who are (or may be) entitled to receive

distributions under the Plan. You are not required to vote on the Plan to receive distributions

pursuant to the terms of the Plan, if confirmed by the Court.

YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO

ACCEPT OR REJECT THE PLAN UNLESS YOUR CLAIM

HAS BEEN ALLOWED PURSUANT TO AN ORDER OF

THE COURT ON OR BEFORE JUNE 7, 2023.

You may seek to challenge the allowance or disallowance of your Claim for voting purposes by

filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing your

Claim (a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a), as to any to any

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before [●], 2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m.

(Atlantic Standard Time).

5

* * * * *

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may

be otherwise ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic Standard Time)

(the “Voting Deadline”). A form of Rule 3018(a) Motion is available at

https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule

3018(a) must:

a. Be in writing, in English, and signed;

b. State your name and address;

c. State with particularity the basis and nature of your Claim and the reasons

why the Court should temporarily allow your Claim for voting purposes;

4

[Tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and (ii) service of notice of an

objection or request for estimation, if any, as to such Claim.]

5

[Tenth (10th) day after the later of (i) service of the Confirmation Hearing Notice, and (ii) service of notice of an

objection or request for estimation, if any, as to such Claim.]

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4

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order6 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. be served upon the Office of the United States Trustee for the District of

Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR

00901 (re: In re: Puerto Rico Electric Power Authority) so as to be received

on or before the on or before the Confirmation Objection Deadline (June

7, 2023 at 5:00 p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC, BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC), 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

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6

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 4(d)

Notice of Non-Voting Status for Holders of PREPA

Revenue Bond Claims Insured by

a Settling Monoline or a Non-Settling Monoline

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PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE

OF NON-VOTING STATUS [CLASS 12 (SETTLING BONDHOLDER AND SETTLING

MONOLINE CLAIMS)] / [CLASS 2 (NON-SETTLING

BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS)]

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the FirstModified

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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2

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]2 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, including all exhibits and

attachments thereto, the “Disclosure Statement”), filed by the Financial Oversight and

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Puerto Rico

Electric Power Authority (“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto

Rico Oversight, Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting

acceptances or rejections of the FirstModified Second Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF No. _____] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time, the

“Plan”), from the holders of impaired Claims who are (or may be) entitled to receive

distributions under the Plan.

Voting with respect to PREPA Revenue Bond Claims Insured by [a Settling Monoline /

a Non-Settling Monoline].

PURSUANT TO THE ORDER APPROVING THE

DISCLOSURE STATEMENT, [_____] SHALL BE

ENTITLED TO VOTE TO ACCEPT OR REJECT THE

PLAN ON ACCOUNT OF ALL [_____] INSURED BOND

CLAIMS. ACCORDINGLY, YOU ARE NOT ENTITLED

TO VOTE ON ACCOUNT OF SUCH CLAIM(S).

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order4 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

4 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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4

i. If you are not an attorney who is a registered user of the Court’s

case filing system, you may instead mail your objection to the

Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. be served upon the Office of the United States Trustee for the District of

Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR

00901 (re: In re: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S)

OR WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE

STATEMENT, PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC,5 BY (I) FIRST CLASS MAIL OR

OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O KROLL

RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC) , 850

THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

5

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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Document Page 303 of 366
5

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Schedule 4(e)

Notice of Non-Voting Status for Holders of Claims

Subject to Administrative Claims Reconciliation

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Document Page 305 of 366
In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

NOTICE OF NON-VOTING STATUS

(CLAIMS SUBJECT TO ADMINISTRATIVE CLAIMS RECONCILIATION)

You are receiving this Notice because you hold a Claim that was transferred to administrative

claims reconciliation pursuant to the Order (A) Authorizing Administrative Reconciliation of

Claims, (B) Approving Additional Form of Notice, and (C) Granting Related Relief [Case No.

17-3283, ECF No. 12274] (the “ACR Order”).

You should read this Notice carefully and discuss it with your attorney. If you do not have an

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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2

PLEASE TAKE NOTICE THAT on [●], 2023, the United States District Court for the

District of Puerto Rico approved the Modified Disclosure Statement for the FirstModified

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated

[●]March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]2 (as the same may be updated,

supplemented, amended and/or otherwise modified from time to time, including all exhibits and

attachments thereto, the “Disclosure Statement”), filed by the Financial Oversight and

Management Board for Puerto Rico (the “Oversight Board”), as representative of the Puerto Rico

Electric Power Authority (“PREPA” or the “Debtor”), pursuant to Section 315(b) of the Puerto

Rico Oversight, Management, and Economic Stability Act (“PROMESA”),3 for use in soliciting

acceptances or rejections of the FirstModified Second Amended Title III Plan of Adjustment of

the Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF No. _____] (as the

same may be updated, supplemented, amended and/or otherwise modified from time to time, the

“Plan”), from the holders of impaired Claims who are (or may be) entitled to receive

distributions under the Plan. You are not required to vote on the Plan to receive distributions

pursuant to the terms of the Plan, if confirmed by the Court.

 YOU ARE NOT ENTITLED TO VOTE YOUR CLAIM TO ACCEPT OR

REJECT THE PLAN, UNLESS YOUR CLAIM HAS BEEN ALLOWED PURSUANT TO

AN ORDER OF THE COURT ON OR BEFORE JUNE 7, 2023.

You may seek to challenge the allowance or disallowance of your Claim for voting

purposes by filing a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily

attorney, you may wish to consult one.

2 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780.

3 PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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3

h. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before [●], 2023 at 5:00 p.m. (Atlantic Standard Time).

4

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before [●], 2023 at 5:00 p.m.

(Atlantic Standard Time). 5

* * * * *

allowing your Claim (a “Rule 3018(a) Motion”). In accordance with Bankruptcy Rule 3018(a),

as to any to any creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted

except as may be otherwise ordered by the Court prior to June 7, 2023 at 5:00 p.m. (Atlantic

Standard Time) (the “Voting Deadline”). A form of Rule 3018(a) Motion, together with

instructions for filing and serving the 3018(a) Motion, is available at

https://cases.ra.kroll.com/puertorico/.

Procedures for Filing a Rule 3018(a) Motion. A motion pursuant to Bankruptcy Rule

3018(a) must:

e. Be in writing, in English, and signed;

f. State either your or your designated representative’s name, address, telephone

number, and email address;

g. State with particularity the basis and nature of your Claim and the reasons

why the Court should temporarily allow your Claim for voting purposes;

4

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

5

[Note: Tenth (10th) day after deadline to serve Confirmation Hearing Notice.]

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4

Confirmation Hearing. A hearing to consider confirmation of the Plan (the

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States

District Court Judge, at the United States District Court for the District of Puerto Rico, Clemente

Ruiz Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767

(or as otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at

9:30 a.m. (Atlantic Standard Time).

Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation

of the proposed Plan or the proposed confirmation order6 (the “Confirmation Objection

Deadline”). Parties who do not file an objection to the Plan prior to the Confirmation Objection

Deadline will be prohibited from making an oral presentation before the Court at the

Confirmation Hearing.

Plan Confirmation Depository. Information relating to confirmation of the Plan is

available online in the Plan Confirmation Depository at titleiiiplandataroom.com.

Procedures for Filing Objections and Responses to Confirmation. Objections and

responses to confirmation of the Plan must:

a. Be in writing, in English, and signed;

b. State the name, address, and nature of the Claim of the objecting or

responding party;

c. State with particularity the basis and nature of any objection or response and

include, where appropriate, proposed language to be inserted in the Plan or the

proposed confirmation order to resolve any such objection or response;

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re

6 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 p.m. (prevailing

Atlantic Time).

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5

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the

Court’s case filing system in searchable portable document format on or

before the Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m.

(Atlantic Standard Time)).

i. If you are not an attorney who is a registered user of the

Court’s case filing system, you may instead mail your objection

to the Court’s Clerk’s office at:

United States District Court, Clerk’s Office

150 Ave. Carlos Chardon Ste. 150,

San Juan, P.R. 00918-1767

so as to be received on or before the Confirmation Objection

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard

Time)), and

e. be served upon the Office of the United States Trustee for the District of

Puerto Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR

00901 (re: In re: Puerto Rico Electric Power Authority) so as to be received

on or before the Confirmation Objection Deadline (June 7, 2023 at 5:00

p.m. (Atlantic Standard Time)).

IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S) OR

WANT TO REQUEST A COPY OF THE PLAN AND/OR DISCLOSURE STATEMENT,

PLEASE CONTACT THE DEBTOR’S BALLOTING AGENT, KROLL

RESTRUCTURING ADMINISTRATION LLC “KROLL”),7 BY (I) FIRST CLASS MAIL

OR OVERNIGHT COURIER AT PUERTO RICO BALLOT PROCESSING, C/O

KROLL RESTRUCTURING ADMINISTRATION LLC (F/K/A PRIME CLERK LLC),

850 THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; (II) TELEPHONE AT (844)

822-9231 (TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC

STANDARD TIME) (SPANISH AVAILABLE), OR (III) EMAIL AT

PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA SOLICITATION’ IN THE

SUBJECT LINE).

[Remainder of page intentionally left blank]

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

Case:17-03283-LTS Doc#:23666 Filed:03/02/23 Entered:03/02/23 00:15:48 Desc: Main

Document Page 310 of 366
6

/s/

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

/s/

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Attorneys for the Financial Oversight and

Management Board as representative for the

PREPA

Dated: , 2023

San Juan, Puerto Rico

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Document Page 311 of 366
Schedule 5

Form of Election Notice for Holders of Claims in Class 5

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Document Page 312 of 366
PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

ELECTION NOTICE

FOR NATIONAL INSURED BONDHOLDERS WITH CLAIMS IN CLASS 5

This Election Notice (the “Notice”) is being sent to the beneficial holders of Allowed

National Insured Bond Claims arising on account of National Insured Bonds, which are insured

by National Public Finance Guarantee Corporation (“National”). These securities give rise to

Claims in Class 5 of the FirstModified Second Amended Title III Plan of Adjustment of the

Puerto Rico Electric Power Authority, dated [●]March 1, 2023 [ECF No. _____] (as the same

may be updated, supplemented, amended and/or otherwise modified from time to time, the

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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Document Page 313 of 366
2

Each holder of an Allowed National Insured Bond3 has the option to elect to receive on the

Effective Date, or as soon as reasonably practicable thereafter, in full consideration, satisfaction,

release, and exchange of such holder’s Claim:

National Commutation Treatment (Option 1): On the Effective Date, or as soon as

reasonably practicable thereafter, you will receive the National Commutation

Consideration, distributable by or at the direction of National in its sole and absolute

discretion pursuant to Section 20.A of the Plan. The National Commutation

Consideration consists of a combination of some or all of the following: (i) your Pro Rata

Share of the National Plan Consideration; (ii) a percentage, to be determined at

National’s sole discretion, of the amounts distributable to National in accordance with the

terms and provisions of Article VIII.A of the Plan; and (iii) Cash in an amount to be

determined by National in its sole discretion, in full and complete satisfaction, release,

and discharge of any further obligation of National with respect to the applicable

National Insurance Policies (and, by making such election, you shall be deemed to have

agreed to commute the National Insurance Policies relating to your Allowed National

Insured Bond Claim).

If you elect the National Commutation Treatment (Option 1), (i) you shall not receive any

payments from National under the National Insurance Policies on account of accrued and

unpaid interest on and after, or, in the case of any capital appreciation bonds, the accreted

value on and after, the Effective Date, and to the extent any accrued or accreted interest is

paid to you by National after such date, such amount shall be credited against the

consideration you (or your successors, transferees, or assigns) are otherwise entitled to

receive as National Commutation Consideration, (ii) the National Insured Bonds

underlying your Allowed National Insured Bond Claim shall be deemed cancelled on the

Effective Date, and (iii) you shall have no other or further rights under or with respect to

the applicable National Insurance Policy or any of the National Non-Commutation

Treatment options described in Section 20.B of the Plan or with respect to the National

Non-Commutation Treatment (Option 2) below.

National Non-Commutation Treatment (Option 2): If you timely and validly elect to

receive the National Non-Commutation Treatment, (i) National shall receive the National

“Plan”).2 Although National has the right to cast the vote on account of Claims arising from

National Insured Bonds to accept or reject the Plan, holders of Claims in Class 5 are entitled to

elect their form of treatment pursuant to the Plan.

2 Unless otherwise defined herein, each capitalized term used herein shall have the meaning given to it in the Plan.

3 Any calculations and/or payments to be made to you based on, or in relation to, your Allowed National Insured

Bond Claims pursuant to the options set out herein will take into account any payments of principal and/or

accrued interest already made to you by National pursuant to the terms of the relevant National Insurance

Policies. For the avoidance of doubt, you shall not be compensated for any amounts already paid to you pursuant

to the terms of the relevant National Insurance Policies.

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3

Plan Consideration distributable on account of the applicable Allowed National Insured

Bond Claim, and (ii) such Holder shall receive the following treatment(s):4

(i) Custodial Trusts: You shall (A) deposit, or be deemed to have deposited,

among other things, your Pro Rata Share of the National Trust

Consideration, the National Insured Bonds allocable to you, and the

related National Insurance Policies into the applicable National Trust, (B)

be deemed to have received your Pro Rata Share of the National Trust

Consideration and National Certificates in consideration therefor, and (C)

have no recourse to National or the National Insurance Policies other than

as provided for under the terms of the National Trust.

(ii) Escrow: You shall deposit, or be deemed to have deposited, among other

things, your Pro Rata Share of the National Escrow Consideration in the

National Escrow Account and such deposited National Escrow

Consideration shall be held as security for National’s obligations to the

Holders of the National Insured Bonds whose National Escrow

Consideration was deposited in the National Escrow Account under the

National Insurance Policies.

(iii) Payment of Accelerated Amounts: National shall receive the National

Plan Consideration that would be otherwise allocable to you and National

shall fully and completely discharge its obligation to you by paying on the

Effective Date, in Cash, the amount thereof at the National Acceleration

Price as of the date of payment.

(iv) Alternative Treatment: The Oversight Board and National reserve the

right to formulate an alternative election or implementation option with

respect to the National Insured Bonds that is mutually acceptable to the

Oversight Board and National, each in their respective sole discretion;

provided, however, that any such alternative election or implementation

option must be proposed, in writing, prior to the commencement of the

Disclosure Statement hearing.

If you fail to make a valid election or submit an election for less than all of your Claims in

Class 5 (in which case, such election will be void and of no force and effect), you will be

deemed to have elected to commute the applicable National Insurance Policies, to release and

discharge National’s obligations thereunder, and to receive distributions in accordance with

the National Commutation Treatment (Option 1). If you do not validly elect to receive the

National Non-Commutation Treatment, you shall be deemed to have had, on or after the

Effective Date, the National Insured Bonds, including the obligations of National under the

related National Insurance Policies, underlying your Claim cancelled.

4 Pursuant to the Plan, National shall exercise in its sole discretion its election of treatments at or prior to the Plan

Supplement Deadline.

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You are encouraged to review the entire Disclosure Statement and the Plan before making an

election with respect to the form of distribution you will receive under the Plan. The tax

consequences described in the Disclosure Statement are not a substitute for careful tax planning

and professional tax advice upon your individual circumstances and you should seek advice

from your own tax advisor.

Please take notice that you are not able to vote to accept or reject the Plan and will not

receive separate voting instructions for such purpose. Pursuant to the Plan and the

Disclosure Statement Order, National is entitled to vote to accept or reject the Plan on

account of Claims arising from securities insured by National.

IF YOU WISH TO RECEIVE THE NATIONAL COMMUTATION TREATMENT

(OPTION 1), YOU DO NOT NEED TO TAKE ANY FURTHER ACTION. HOWEVER,

IN SUCH CASE, YOU WILL BE DEEMED TO HAVE ELECTED TO RELEASE,

DISCHARGE, AND COMMUTE NATIONAL’S OBLIGATIONS AND THE NATIONAL

INSURANCE POLICY.

Each holder of National Insured Bonds described on Exhibit A attached hereto that wishes

to receive the National Non-Commutation Treatment (Option 2) must submit a valid

election in the manner described herein.

* * * * *

How to Submit a Valid Election

If you wish to elect to receive the National Non-Commutation Treatment (Option 2), you must

instruct your broker or nominee (each, a “Nominee”) to electronically deliver your National

Insured Bonds via the Automated Tender Offer Program (“ATOP”) at The Depository Trust

Company (“DTC”), which will constitute an election via DTC’s ATOP system to receive the

National Non-Commutation Treatment (Option 2).

No paperwork is required to be delivered to Kroll to effectuate the election. The sole means of

effectuating this election is to (i) validly tender your National Insured Bonds into the proper

ATOP envelope at DTC, and (ii) make the election to receive the National Non-Commutation

Treatment (Option 2), each as described on DTC’s ATOP system.

THE ELECTION DEADLINE IS

 5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023.

This date and time is referred to as the “Election Deadline.”

PLEASE TAKE NOTICE THAT IF YOU TENDER YOUR NATIONAL INSURED

BONDS THROUGH ATOP, YOU WILL BE RESTRICTED FROM TRANSFERRING

YOUR NATIONAL INSURED BONDS FROMUNTIL THE ISSUANCE OF NEW

CUSIPS IN CONNECTION WITH SUCH TENDERED BONDS, WHICH ISSUANCE

4

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5

SHALL OCCUR AS SOON AS REASONABLY PRACTICABLE AFTER THE

ELECTION DEADLINE UNTIL THE EFFECTIVE DATE OF THE PLAN. IF YOU

DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER YOUR NATIONAL

INSURED BONDS PRIOR TO THE EFFECTIVE DATEISSUANCE OF NEW CUSIPS,

THEN YOU SHOULD NOT TENDER YOUR NATIONAL INSURED BONDS

THROUGH ATOP.

YOU MAY, HOWEVER, REVOKE YOUR ELECTION AT ANY TIME BEFORE THE

ELECTION DEADLINE AND WITHDRAW ANY TENDERED NATIONAL INSURED

BONDS.

* * * * *

How to Revoke an Election

You may revoke an election to receive the National Non-Commutation Treatment (Option 2) and

withdraw your National Insured Bonds tendered through DTC’s ATOP at any time before the

Election Deadline.

If you wish to revoke your election, you must instruct your Nominee to revoke your election and

withdraw your National Insured Bonds via ATOP at DTC (which withdrawal will be confirmed

by Kroll once notified by DTC of the withdrawal request). No paperwork is required to be

delivered to Kroll to effectuate the election.

If you revoke your election at any time before the Election Deadline, you may make an election

to receive the National Non-Commutation Treatment (Option 2) at any time before the Election

Deadline, in accordance with the instructions to submit an election above.

* * * * *

If you have any questions about your holdings, please contact your Nominee. Additionally, you

must contact your Nominee to take any action described above.

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT

THE BALLOTING AGENT, KROLL RESTRUCTURING ADMINISTRATION LLC

(“KROLL”),5 BY TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND

PUERTO RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), AVAILABLE

10:00 A.M. TO 7:00 P.M. (ATLANTIC STANDARD TIME) (SPANISH AVAILABLE),

OR BY EMAIL AT PUERTORICOINFO@RA.KROLL.COM AND REFERENCE

“NATIONAL DISTRIBUTION ELECTION” IN THE SUBJECT LINE. PLEASE NOTE

THAT KROLL IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE,

LEGAL ADVICE.

5 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring Administration LLC.

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All questions as to the validity, form and eligibility (including time of receipt) of your election

will be determined by the Oversight Board, whose determination shall be final and binding on all

parties. The Oversight Board and National reserve the absolute right to reject any or all elections

that are not in proper form or the acceptance of which would, in its legal counsel’s opinion, be

unlawful. The Oversight Board and National also reserve the right to waive any defects,

irregularities or conditions as to an election. A waiver of any defect or irregularity in one

instance shall not constitute a waiver of the same or any other defect or irregularity with respect

to any other instance except to the extent the Oversight Board may otherwise so provide. An

election shall not be deemed to have been made until any defects or irregularities have been

waived by us or cured. None of the Oversight Board, National or the Balloting Agent, nor any

other person will be under any duty to give notification of any defect or irregularity in this

election, or will incur any liability to you for failure to give any such notification.

6

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7

Description CUSIP

Exhibit A

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Schedule 6

Form of 3018(a) Motion

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THE PURPOSE OF RULE 3018(a) OF THE FEDERAL RULES OF BANKRUPTCY

PROCEDURE IS TO ALLOW PARTIES TO REQUEST THE COURT TO

TEMPORARILY ALLOW THEIR CLAIMS FOR THE PURPOSE OF VOTING ON

THE PLAN OF ADJUSTMENT.

THE COURT WILL DETERMINE AFTER NOTICE AND HEARING WHETHER TO

ALLOW YOUR CLAIMS FOR PURPOSES OF VOTING ON THE PLAN.

What to File. Your motion must be in writing, in English, and contain the following information

(a form of Rule 3018(a) motion is included that you may use).

(a) Contact Information. Your motion must include the name, address, telephone

number, and email address of either (1) the claimant (you); or (2) your attorney or

designated representative to whom the attorneys for the Debtor should serve a reply to the

motion, if any.

(b) Claim Information. Your motion must contain the proof of claim number(s) related

thereto from Kroll (You may search for your claim on

https://cases.ra.kroll.com/puertorico/Home-ClaimInfo). If you do not have a proof of

claim number, you must describe the nature and amount of your asserted claim.

(c) Reason(s) for filing. Your motion must contain a concise statement setting forth the

reasons why the Court should permit you to vote on the Debtor’s plan of adjustment and,

if not amount is included in your proof of claim, the amount that you assert to be owed by

the Debtor.

(d) Signature. You must sign your motion. If you do not sign your motion, the clerk will

not accept it for filing.

IMPORTANT NOTICE REGARDING SENSITIVE INFORMATION CONTAINED IN A

MOTION.

Your motion should not include sensitive documents or information, such as copies of driver’s

licenses, passports, birth certificates, Social Security cards, sensitive medical information or

confidential business information. Sensitive information submitted to the Court must adhere to

the following guidelines:

 Social Security numbers and taxpayer identification numbers should be redacted (that is,

blacked out), except for their last four digits.

 Birthdays should be redacted, except for the year of an individual’s birth.

 The name of any individual known to be a minor should be redacted, except for that

person’s initials.

INSTRUCTIONS FOR COMPLETING AND FILING 3018(A) MOTION

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 Financial account numbers should be redacted, except for their last four digits.

Any such sensitive or confidential information upon which a claimant relies in support of its

motion must be provided directly to counsel for the Debtor, and will be kept confidential. You

may provide this information by mailing it to the following address:

Counsel for the Oversight Board

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299

Attn: Martin J. Bienenstock, Esq.

Paul V. Possinger, Esq.

Ehud Barak, Esq.

Daniel S. Desatnik, Esq.

Where and How to File and Serve a Motion. Your motion should be filed with the Court on

the dockets of (i) In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii)

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS. There are two methods that

you can use to file your motion:

(a) Online. Registered users of the Court’s case filing system must file their motion

electronically in searchable portable document format.

(b) By Mail. If you are not an attorney who is a registered user of the Court’s case filing

system, you may file and serve a motion by mailing it to the Court’s Clerk’s office, the

Oversight Board, and the Creditors’ Committee at the following addresses:

Clerk’s Office

United States District Court

Room 150 Federal Building

San Juan, Puerto Rico 00918-1767

Counsel for the Oversight Board

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299

Attn: Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Daniel S. Desatnik

Counsel for the Creditors’ Committee

Paul Hastings LLP

200 Park Avenue

New York, New York 10166

Attn: Luc A. Despins

James Bliss

2

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3

James Worthington

G. Alexander Bongartz

Your motion must be mailed or filed electronically so as to be received by the Clerk’s Office, the

Oversight Board, and the Creditors’ Committee no later than the applicable deadline for filing

your Bankruptcy Rule 3018(a) motion (refer to your Notice of Non-Voting Status for the

applicable deadline).

If you are unable to file and serve a motion online or by mail as specified above, you may file a

motion in person at the following address by the applicable deadline:

Clerk’s Office

United States District Court

#150 Chardon Avenue Federal Building

San Juan, Puerto Rico 00918

A certificate of service should be included with your motion explaining how service was

accomplished.

If you have any questions about filing and serving a motion, including questions about the

Court’s case filing system, please contact the Kroll hotline at (844) 822-9231 (toll free for U.S.

and Puerto Rico) or (646) 486-7944 (for international callers).

Additional Resources and Who to Contact with Questions

All documents filed in PREPA’s Title III Case, including copies of claims filed using CM/ECF,

are available free online at https://cases.ra.kroll.com/puertorico. This website is maintained by

Kroll and includes a searchable database to assist with locating documents.

If you require additional information, including the status of your motion, please contact the Kroll

hotline at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international

callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard Time) (Spanish available).

Inquiries may also be sent via email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’

in the subject line).

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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-4780-LTS

(Jointly Administered)

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

MOTION PURSUANT TO RULE 3018(A)

OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

FOR TEMPORARY ALLOWANCE OF CLAIM FOR VOTING PURPOSES

PROMESA

Title III

No. 17-BK-3283-LTS

(Jointly Administered)

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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-

BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19- BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case

numbers are listed as Bankruptcy Case numbers due to software limitations).

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2

Contact phone

Identify Yourself

Name

Name

Contact email

Movant must provide all of the information below in English.

Part 3: Identify the Claim

Proof of Claim Number (if any)

(You may search for your claim on

https://cases.ra.kroll.com/puertorico/Home-ClaimInfo)

Number Street

Please describe the nature of your claim, including the amount of your claim

Part 4: Explain Why You Should Be Permitted to Vote to Accept or Reject PREPA’s Plan of

Adjustment

Part 2:

By filing this motion, you are seeking a court determination pursuant to Rule 3018(a) of the

Federal Rules of Bankruptcy Procedure to temporarily allow your claim in an amount the court

deems proper for purposes of voting to accept or reject the FirstModified Second Amended Title

III Plan of Adjustment of the Puerto Rico Electric Power Authority.

Please provide below (1) the amount of your claim that should be allowed for voting purposes, and

(2) the reasons why you believe you should be entitled to vote on the Debtor’s plan of adjustment

(attach additional pages if necessary). Please also provide as much documentation as possible to

support both the amount you are asserting and the reasons why you believe you should be entitled

to vote:

Where Should Notices Be Sent?

City State ZIP Code

Part 1:

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3

Part 5:

I respectfully request that this Court enter an order temporarily allowing my claim in the amount

above for purposes of voting to accept or reject the FirstModified Second Amended Title III Plan

of Adjustment of the Puerto Rico Electric Power Authority.

Executed on date _______________________________________ (MM/DD/YYYY)

Signature _________________________________________________________

Print the name of the person who is completing and signing this motion:

__________________________________________________________________

First name Middle name Last name

Sign Below

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Schedule 7(a)

Creditors’ Committee Letter

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March 2023

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF THE PUERTO

RICO ELECTRIC POWER AUTHORITY

c/o Paul Hastings LLP, 200 Park Avenue, New York, New York 10166

To the Holders of Class 7 General Unsecured Claims:

The Official Committee of Unsecured Creditors (the “Committee”) appointed in the

Title III case of the Puerto Rico Electric Power Authority (“PREPA”) is writing to you in

connection with PREPA’s solicitation of your vote with respect to the enclosed proposed

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority,

dated February 26, 2023 (the “Plan”).1 You should carefully read all the materials that

accompany this letter (as it may be supplemented, the “Committee Letter”), including the

instructions for completing and mailing your Ballot. All Ballots must be received by the

Claims and Noticing Agent by [_______], 2023 at 5:00 p.m. (Atlantic Standard Time) (the

“Voting Deadline”) to be counted.

AT THIS TIME, THE COMMITTEE DOES NOT SUPPORT THE OVERSIGHT

BOARD’S PROPOSED PLAN, INCLUDING THE PROPOSED PLAN DISTRIBUTION

TO HOLDERS OF GENERAL UNSECURED CLAIMS IN CLASS 7—A

DISTRIBUTION THAT, ACCORDING TO THE DISCLOSURE STATEMENT, MAY

RANGE FROM 0.1% AND 100%, DEPENDING ON THE OUTCOME OF NUMEROUS

CONTINGENCIES, INCLUDING THE OUTCOME OF THE AMENDED LIEN &

RECOURSE CHALLENGE.

ACCORDINGLY, AT THIS TIME, THE COMMITTEE URGES ALL HOLDERS

OF CLASS 7 GENERAL UNSECURED CLAIMS TO VOTE TO REJECT THE PLAN.

However, the Committee remains in discussions with the Oversight Board

regarding potential modifications to the Plan to improve the recovery to general unsecured

creditors. If such modifications are made, the Committee may supplement this Committee

Letter, including to update its recommendation. For that reason, if you have the ability to

submit your Ballot online (in accordance with the procedures set forth on your Ballot), the

Committee recommends that you hold off submitting your Ballot until we get closer to the

Voting Deadline. Please visit the Committee’s website at www.creditorspr.org for any

further updates.

A. Introduction

The Committee’s members were appointed by the United States Trustee, a unit of the

United States Department of Justice, to represent, in a fiduciary capacity, the interests of all

general unsecured creditors of PREPA (and other debtors under Title III of PROMESA). These

1 All capitalized terms used but not defined in this letter have the meanings set forth in the Plan.

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2

unsecured creditors include, for example, employees, vendors, suppliers, service providers, and

parties with litigation claims. The Committee’s seven members serve without pay and

represent a broad cross-section of the general unsecured class. Committee members include,

among others, suppliers of goods and services, contract counterparties, and litigation claimants.

The Committee is a fiduciary to holders, like you, of unsecured claims2 against PREPA,

and it has worked tirelessly during PREPA’s Title III case to protect your interests. Among

other things, in October 2019, the Committee objected to a settlement between the Oversight

Board and certain holders of PREPA’s non-recourse bonds that, if approved, would have

allowed more than $8 billion in secured claims on account of such non-recourse bonds. The

Committee believed then, and continues to believe today, that the collateral securing the

non-recourse bonds consists only of limited funds on deposit in certain specified accounts

controlled by the bond trustee, and that, as non-recourse obligations, the non-recourse bonds

have no additional or deficiency claim against PREPA.

Several years after the Committee’s October 2019 objection, the Oversight Board

ultimately decided not to move forward with the proposed settlement and, instead, in the fall of

2022, adopted the Committee’s position and filed an amended complaint and related summary

judgment motion seeking a ruling from the Court that (a) the PREPA bond claims are secured

only by very limited funds held in certain specified accounts (approximately $16 million) and

(b) the PREPA bondholders are not entitled to an unsecured deficiency claim for the difference

between their more than $8 billion in claims and the limited value of their collateral (i.e.,

approximately $16 million) because their bond claims only have recourse only to the limited

collateral in certain specified accounts. This litigation is referred in the Plan and the Disclosure

Statement as the “Amended Lien & Recourse Challenge.” On February 1, 2023, the Court

heard oral argument on the Oversight Board’s and PREPA bondholders’ motions for summary

judgment, but it has not yet issued a ruling on these matters.

B. Treatment of Allowed Class 7 General Unsecured Claims

The Plan provides that holders of allowed General Unsecured Claims in Class 7 will

receive their pro rata share of the General Unsecured Claim Recovery, which is comprised of

(a) Avoidance Action Proceeds, (b) the GUC New Bonds (in the form of Series B Bonds), if

any, and (c) the GUC CVI.

According to the Disclosure Statement, the Avoidance Actions Proceeds and the GUC

CVI have only de minimis value, and would provide holders of allowed General Unsecured

Claims with an estimated recovery percentage of only 0.1%. Thus, the only component of the

General Unsecured Claim Recovery that could provide material recoveries to general unsecured

creditors are the GUC New Bonds (in the form of Series B Bonds). However, the amount of

Series B Bonds to be made available to holders of allowed General Unsecured Claims

under the Plan is unknown at this time and depends, among other things, on the

resolution of the Amended Lien & Recourse Challenge. For that reason, the Disclosure

Statement estimates that the recovery to holders of allowed General Unsecured Claims

2 Unsecured claims are claims that are not secured by any collateral.

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ranges from 0.1% to 100%, depending on the resolution of the Amended Lien & Recourse

Challenge and other contingencies.

1. New Bonds Waterfall

The aggregate amount of New Bonds to be distributed to holders of allowed General

Unsecured Claims (Class 7) under the Plan is a function of a complex waterfall (the “New

Bonds Waterfall”) pursuant to which an aggregate amount of $5.68 billion of New Bonds (in

the form of Series A Bonds and Series B Bonds) would be issued by Reorganized PREPA and

then allocated to various creditor groups, taking into account the outcome of a series of

contingencies, including, most notably, the outcome of the Amended Lien & Recourse

Challenge.

Importantly, under the New Bonds Waterfall, holders of allowed General Unsecured

Claims will only receive Series B Bonds to the extent any such bonds remain available

after mandatory distributions have been made to the Fuel Line Lenders, Bondholders,

Monolines, and National. The amount of New Bonds that would be so distributed to these

creditor groups is not fixed, but, instead, depends on certain contingencies, including the

outcome of the Amended Lien & Recourse Challenge. In fact, depending on the outcome of

these contingencies, it is possible that no Series B Bonds would be available to holders of

allowed General Unsecured Claims.

2. Estimated Recovery Percentages for Holders of Allowed General Unsecured

Claims

The following table provides the estimated recovery percentages for holders of allowed

General Unsecured Claims based on the outcome of two contingencies: (i) the resolution of the

Amended Lien & Recourse Challenge and (ii) the aggregate amount of allowed General

Unsecured Claims.

In particular, as it relates to the Amended Lien & Recourse Challenge, the recovery

table below illustrates three potential outcomes:

a. the Bondholders’ security interest is limited to the funds in certain specified

accounts and the Bondholders have no recourse to PREPA’s assets beyond the

funds in such specified accounts;

b. the Bondholders’ security interest is limited to the funds in certain specified

accounts but the Bondholders have recourse to PREPA’s present and future

revenues (i.e., they have Unsecured Deficiency Claims); and

c. the Bondholders are secured by, and have recourse to, all of PREPA’s present

and future revenues.

3

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4

46.5% 0.10%+

Security Interest

Limited to Funds

in Specified

Accounts and No

Recourse Beyond

Such Funds

$1.2 billion 100.00%

Security Interest

Limited to Funds in

Specified Accounts,

but Recourse to

PREPA’s Present

and Future

Revenues

44.3%

Moreover, as it relates to the aggregate size of allowed General Unsecured Claims, the

recovery table below shows three illustrative examples, namely, $800 million in allowed

claims, $1.2 billion in allowed claims, and $1.6 billion in allowed claims.

As the below table illustrates, the recovery percentages for holders of allowed General

Unsecured Claims cannot be determined with any specificity at this time.

0.07%+

Security Interest,

and Recourse to,

All Present and

Future Revenues

Outcome in Amended Lien & Recourse Challenge

$1.6 billion 100.00%

A

g

g

r

e

g

ate

A

m

o

u

nt

of Allo

w

e

d

G

e

n

e

r

al

U

nse

c

u

r

e

d

Claims

42.4% 0.05%+

$800 million

C. What’s the Problem with the Plan?

The Committee believes that the Plan is not confirmable, for a variety of reasons.3 First

and foremost, under the Plan, various groups of unsecured creditors stand to receive

substantially greater recoveries than holders of General Unsecured Claims in Class 7.

Moreover, and unlike the distribution to holders of General Unsecured Claims, the distributions

to these other unsecured creditors do not depend on the outcome of the Amended Lien &

Recourse Challenge. In other words, while other creditors receive substantial, guaranteed

recoveries, general unsecured creditors face a highly uncertain and contingent recovery under

the Plan (as illustrated in the above recovery table).

For example, the Committee believes that:

100.00%

3 For the avoidance of doubt, the Oversight Board does not agree with the Committee’s views regarding the Plan,

including the recovery percentages provided below for the Fuel Line Lenders and National.

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 The Plan provides that unsecured Fuel Line Lenders receive a guaranteed

distribution (which does not depend on the outcome of the Amended Lien &

Recourse Challenge) in the form of Series A Bonds equal to approximately

92.7% of their total allowed claims. Moreover, the Series A Bonds to be

received by the Fuel Line Lenders are of significantly higher quality than the

Series B Bonds to be distributed to general unsecured creditors, including as it

relates to maturity (15 years vs. 50 years), expected repayment date (5 years vs.

35 years), and payment priority (payment of principal on the Series A Bonds

must be paid before payment of principal on the Series B Bonds).

 The Plan provides National (one of the monolines that insured PREPA’s

non-recourse bonds) with an aggregate distribution in the form of Series B

Bonds of more than 83% of their bond claims. As with the distribution to the

unsecured Fuel Line Lenders, National’s distribution does not depend on the

outcome of the Amended Lien & Recourse Challenge, even though the

Committee believes that National should have no claims at all (beyond a claim

secured by very limited funds in the Sinking Fund).

Please note that the Committee is also considering holding in-person creditor

information sessions in Puerto Rico to explain, among other things, the New Bonds

Waterfall and the Committee’s opposition to the Plan. Please visit the Committee’s

website at www.creditorspr.org for details regarding the time and location of these

sessions.

D. Committee’s Recommendation

Each creditor (including individual members of the Committee) must make its own

independent decision as to whether or not the Plan is acceptable to that creditor and should

consult with its own legal and/or financial advisor(s) before voting to accept or reject the Plan.

That said, for the reasons stated above the Committee recommends that you vote to reject

the Plan.

As noted, the Committee remains in discussions with the Oversight Board regarding

potential modifications to the Plan to improve the recovery to general unsecured creditors.

If such modifications are made, the Committee may supplement this Committee Letter,

including to update its recommendation. For that reason, if you have the ability to submit

your Ballot online (in accordance with the procedures set forth on your Ballot), the

Committee recommends that you hold off submitting your Ballot until we get closer to the

Voting Deadline. Please visit the Committee’s website at www.creditorspr.org for any

further updates.

E. Submitting Your Ballot

The Oversight Board has provided Ballots herewith for holders of claims in Class 7 to

utilize in order to vote to accept or reject the Plan, which Ballots must be returned in

accordance with the procedures set forth in the ballot instruction sheet and the Disclosure

Statement. Please read the directions on the Ballot carefully and complete your Ballot in

5

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its entirety before returning it. Your Ballot must be returned so as to be actually received

by the Balloting Agent no later than the Voting Deadline, i.e., 5:00 p.m. (Atlantic

Standard Time) on ____________, 2023.

* * *

The positions taken by the Committee in this Letter are those of the Committee and/or its

advisors and have not been approved by or endorsed by the Bankruptcy Court. Each creditor

(including individual members of the Committee) must make its own independent decision as to

whether or not the Plan is acceptable to that creditor and should consult with its own legal and/or

financial advisor(s) before voting to accept or reject the Plan.

YOU ARE URGED TO CAREFULLY READ THE DISCLOSURE STATEMENT

AND THE PLAN. THE DESCRIPTION OF THE PLAN IN THIS COMMITTEE

LETTER IS INTENDED TO BE A SUMMARY ONLY.

THIS COMMITTEE LETTER MAY NOT BE RELIED UPON FOR ANY

PURPOSE OTHER THAN THE COMMITTEE’S VIEWS ON HOW TO VOTE ON THE

PLAN, AND THE INFORMATION CANNOT BE RELIED UPON FOR ANY OTHER

PURPOSE. THE COMMITTEE DOES NOT GUARANTEE ANY PARTICULAR

RESULT IN PREPA’s TITLE III CASE. THE COMMITTEE CANNOT PROVIDE ANY

ASSURANCES REGARDING THE AGGREGATE AMOUNT OF GENERAL

UNSECURED CLAIMS THAT WILL ULTIMATELY BE ALLOWED, OR THE RATE

OF RECOVERY THAT WILL ULTIMATELY BE REALIZED BY ANY HOLDER OF

SUCH A CLAIM.

THIS COMMUNICATION DOES NOT CONSTITUTE, AND SHALL NOT BE

CONSTRUED AS, A SOLICITATION BY ANY INDIVIDUAL MEMBER OF THE

COMMITTEE.

THE OFFICIAL COMMITTEE OF

UNSECURED CREDITORS OF

THE PUERTO RICO ELECTRIC POWER AUTHORITY

6

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Schedule 7(b)

Plan Summary

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Class

$74,900,593.18

Summary of Key Components of the Plan of Adjustment

Except for Administrative Expense Claims and Professional Claims, which are not

classified and do not vote on the Plan, all Claims are divided into classes under the Plan. Under

the Bankruptcy Code, a plan may place a claim in a particular class only if such claim is

substantially similar to the other claims of such class. Under Section 301(e) of PROMESA, in

determining whether claims are “substantially similar” to one another, the Oversight Board shall

consider whether such claims are secured and whether such claims have priority over other

claims. The following table shows the classes of claims against the Debtor, the approximate

estimated claim amount, and the approximate percentage return or range of percentage returns

proposed to be paid to the holders of claims in each class.

The amount a creditor may actually recover and the form of consideration a creditor may

receive are dependent upon, among other things, the outcome of the Amended Lien & Recourse

Challenge, as described in Section I of this Disclosure Statement. The amount a creditor may

actually recover could vary materially from the summary below. The Ad Hoc Group believes

that Series B Bonds are worth substantially less than their stated amount due to what they assert

are off-market terms and purported lack of covenants and remedies.

100.00% if Oversight

Board wins recourse and

lien counts

50.00% if Oversight Board

loses lien counts but wins

recourse counts, or loses

both

Estimated Claim

Amount

Pro rata shares of:

Cash deposited in

Sinking Fund,

Series B Bonds,

CVI

Approx. Recovery

(%)

Non-Settling Bondholder and

Non-Settling Monoline Claims

Class 2

Form of

Consideration

[$7,565,470,824.09]

1

[0.21]% if Oversight Board

wins lien and recourse

counts

[46.49]% if Oversight

Board wins lien counts but

loses recourse counts

[51.53]% if Oversight

Board loses both lien and

recourse counts 2

Pro rata shares of:

(i) Cash deposited

in Sinking Fund, (ii)

Series B Bonds, (i)

if there is a

Deficiency Claim,

General Unsecured

Claim Recovery,

and/or (ii) if Class 2

votes to accept the

Plan and PREPA

Revenue Bonds are

recourse solely to

the Sinking Fund,

Claim

Settling Bondholder Claims Class 1

1 This number represents the remaining asserted Bond Claims. The Allowed amount of Non-Settling Bondholder

and Non-Settling Monoline Claims will be determined following the Amended Lien & Recourse Challenge Final

Resolution.

2 Certain bondholders have argued that PREPA is required under PROMESA to pay to creditors more than the

$5.68 billion currently contemplated under the Plan. If these creditors prevail on their argument, recoveries for

Non-Settling Bondholders could exceed those provided in the chart.

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86% (of Petition Date claim

amount)

Form of

Consideration

Cash, Series B

Bonds

Fuel Line Loan Claims Class 4 $700,887,093.58 84.00–100.00%4

Series A Bonds,

additional Series A

Bonds or Cash,

Remaining New

Bonds

Class

CVI

National Insured Bond Claims Class 5 $836,145,928.13

Estimated Claim

Amount

71.65%5

Pension Claim

Series B Bonds

Class 3

Approx. Recovery

(%)

 $3.955 billion3

Claim

3 This represents the estimated present value of cash payments to be made by PREPA to the PREPA ERS under

the PREPA ERS Regulations as of the Petition Date. Accounting for payments made to SREAEE during the

case, this amount has come down to $3.622 billion.

4 The Ad Hoc Group asserts the Fuel Line Lenders are receiving at least $61,324,709 in consummations costs,

professional fees, and interest accrual per the terms of the Fuel Line Lender PSA in addition to their base

recovery of 84%. The Ad Hoc Group also asserts this amount does not include amounts for the continued accrual

of interest on the Series A Bonds through an Effective Date beyond July 1, 2023, up to one year of total interest

accrual.

5 The Ad Hoc Group asserts National is receiving $97,943,887.64 in consummation and structuring costs, as well

as receiving additional recoveries on its reimbursement claim per the terms of the National PSA in addition to its

base recovery of 71.65%. The Ad Hoc Group also asserts this amount does not include amounts for the

continued accrual of the National Reimbursement Claim in the event of an Effective Date beyond July 1, 2023, or

the National pro rata share of the contemplated Interim Charge.

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General Unsecured

Claim Recovery8

Eminent Domain/Inverse

Condemnation Claims Class 11 $2,437,556

Class 6

If payment in full is

required: 100.00%10

Vitol Claim

Cash

Estimated Claim

Amount

Class 8

[244,728,681.25]6

$41,457,382.88

If Claims are

dischargeable:

0.10-100.00%

0.05–50.00%

General Unsecured

Claim Recovery

20.00%

General Unsecured

Claim Recovery

Federal Claims

Approx. Recovery

(%)

Class 12 $16,859,577

Series B Bonds

If payment in full is

required pursuant to

PROMESA Section

304(h): 100.00%11

Assured Insured Interest Rate

Swap Claims

Treatment required

by PROMESA

Section 304(h)

Claim

Class 9 [TBD]9

Form of

Consideration

If payment in full is not

required: 0.10–100.00%

[0.21–51.53]%

General Unsecured

Claim Recovery

General Unsecured Claims

Treatment provided

to Class 2

Convenience Claims Class 13 Unknown

Class 7

100.00%12

Ordinary Course Customer

Claims

Cash

Class 10

$800,000,000.007

$235,309

Class

100.00%

0.10–100.00%

Cash

National Reimbursement Claim

6 Pursuant to the Oversight Board’s proposed settlement of the National Reimbursement Claim, the Oversight

Board proposes to allow the National Reimbursement Claim in the amount of $244,728,681.25 (which will be

the accrued amount of this claim as of July 1, 2023). This number may be higher in the event the Effective Date

is beyond July 1, 2023.

7 For an explanation of the Oversight Board’s estimate, see Section II.B.8.

8 The General Unsecured Claim Recovery is payable from the GUC Trust Assets, which are comprised of (a) the

Avoidance Action Proceeds, (b) the GUC New Bonds, if any, and (c) the GUC CVI.

9 The Oversight Board reserves the right to object to the Assured Insured Interest Rate Swap Claims.

10 The Plan provides that Eminent Domain/Inverse Condemnation Claims shall receive their pro rata share of the

General Unsecured Claim recovery. If the Court declines in the Confirmation Order to confirm the Plan due to

such treatment, the treatment shall automatically convert, without further action from the Debtor, such that such

Holders will receive 100% of the unpaid balance of their claims in Cash unless (a) the Debtor appeals the Court’s

denial of the Plan’s treatment of such Claims as General Unsecured Claims, (b) such appeal is ultimately

successful, and (c) a Final Order is entered holding that such claims can be Impaired.

11 If a Federal Claim is required to be paid in full pursuant to section 304(h) of PROMESA, the holder of such

claim will receive a 100% recovery. Otherwise, the holder will receive its Pro Rata Share of the General

Unsecured Claim Recovery.

12 If Convenience Claims exceed the Convenience Cap of $1,000,000.00, holders of Allowed Convenience Claims

shall receive their Pro Rata Share of the Convenience Cap.

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Class

Section 510(b) Subordinated

Claims Class 14

Estimated Claim

Amount

Unknown 0.00%

Approx. Recovery

(%)

N/A

Claim

Below is a chart setting forth in detail the potential recoveries to Settling Bondholders,

Non-Settling Bondholders and Non-Settling Monolines, Fuel Line Lenders, National, holders of

General Unsecured Claims, and Vitol based on different outcomes with respect to the Amended

Lien and Recourse Challenge. The chart also illustrates the number of excess New Bonds that

may remain after all allowable claims have been paid in full. At Reorganized PREPA’s

discretion, such bonds either would be deemed to have not been issued by Reorganized PREPA,

or would be issued and distributed to the PREPA or the PREPA PayGo Trust.

[Chart Begins on Following Page]

Form of

Consideration

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84.00%

0.21%

FLLs

Settling

Bonds

84.00%

Non-Settling

Bonds

FOMB wins on Lien

Counts and Recourse

Counts

GUCs

46.49%

100.00%

100%

GUCs

Non-Settling

Bonds

46.49% GUCs*

51.53%

0.10%+

Settling Bonds

Vitol

FOMB wins on Lien Counts

and Loses on Recourse

Counts

50.00%

National3

Vitol

50%

23.25%

71.65%

Vitol*

PREPA Plan of Adjustment Illustrative Recoveries1

0.05%+

National

Settling Bonds

PREPA

PayGo Trust

71.65%

$698.23m

FOMB loses on Lien

Counts2 and Recourse

Counts

PREPA PayGo

Trust

National

$0

50%

PREPA PayGo

Trust

71.65%

$0

Excess New

Bonds

$2.22b

FLLs3

Excess New

Bonds

$0

100.00%

Excess New

Bonds

Non-Settling

Bonds

$0

FLLs

* Non-zero recovery to recipients of GUC Trust proceeds to reflect recoveries on account of avoidance action

proceeds.

1 The numbers in this exhibit are for illustrative purposes. Neither the Oversight Board, PREPA, nor their

respective advisors make any representations regarding the accuracy of these figures, which are subject in all

respects to the terms of the Plan. Claimholders should consult their own advisors regarding potential recoveries.

The above numbers are based on cash flow projected on the New Bonds and other consideration under the plan

and do not account for whether the instruments will trade at their par value, which the Ad Hoc Group believes

they will not. Since no cash flow is currently projected under the CVI, recoveries on account of CVI distributions

is not included.

2 Certain bondholders have asserted that, if they prevail on the Lien Counts in the Amended Lien & Recourse

Challenge, their collateral would be worth more than what is provided to them under the Plan. The Oversight

Board disputes that contention. Accordingly, for purposes of this illustration only, it is assumed that Bondholders’

collateral if they prevail on the Lien Counts would be valued to be the same as the remaining Series B Bonds

available for distribution.

3 In all scenarios reflected in the chart, National will also receive $97,943,887.64 in consummation and structuring

costs, as well as receiving additional recoveries on its reimbursement claim per the terms of the National PSA,

while the Fuel Line Lenders will receive $61,324,709 in consummations costs, professional fees, and interest

accrual per the terms of the Fuel Line Lender PSA. Since this consideration is not provided on account of their

respective claims, but on account of other value provided, they are not incorporated into the above calculation of

these creditors’ respective recoveries on the par amount of their claims. Moreover, the Fuel Lien Lenders will;

receive Series A Bonds which accrue up to 1 years’ worth of interest from the date the Fuel Line Lender PSA is

effective, payable in Series A Bonds or Cash. Since the amount of interest is currently unknown, such amounts

are not reflected in the Fuel Line Lenders’ illustrative recoveries above.

The Debtor believes the Plan’s contemplated restructuring is feasible and in the best

interests of the Debtor’s creditors. If confirmation of the Plan were to be denied, the Debtor’s

options would be either (i) for the Oversight Board to propose an alternate Title III plan of

adjustment or (ii) for the Title III Cases to be dismissed, in which event the automatic stay would

be terminated and multi-party, multifaceted litigation would ensue (including litigation

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commenced by Bondholders and other parties against PREPA), as holders of claims compete for

the limited resources available to pay those claims.

The following overview summarizes certain key components of the Plan. The overview

is qualified in its entirety by the full text of the Plan.

Fuel Line Lender PSA

On December 1, 2022, the Oversight Board, as PREPA’s Title III Representative, and the

Fuel Line Lenders entered into the Fuel Line Lender PSA, which generally resolves the Fuel

Line Lenders’ claims and asserted priority treatment as “Current Expenses” under the Trust

Agreement and provides for the Fuel Line Lenders to support the Plan. Pursuant to the Fuel Line

Lender PSA, the Fuel Line Lenders will be receiving Series A Bonds, which will be current

interest bonds with a 6.0% coupon, at an exchange ratio of 84% of the Allowed Fuel Line Loan

Claim (as defined in the Plan).

Series A Bonds shall have a final maturity of fifteen (15) years from the Effective Date,

with an expected repayment of five (5) years from the Effective Date based on upon 2022 Fiscal

Plan Projections. The Series A Bonds shall be issued on the Effective Date but shall accrue

interest from the deemed issuance date of December 1, 2022 for purposes of the calculation of

interest accrued; provided, however, the accrual of interest prior to the Effective Date shall be

capped at one (1) year. Such interest shall be payable in either cash or in the form of additional

Series A Bonds at the Oversight Board’s discretion.

Additionally, the Fuel Line Lenders will be entitled to receive on account of their

Remaining Claim13 a Pro Rata Share of Net Remaining New Bonds, if any, available for

distribution to the Remaining Series B Bond Claims Pool (each, as defined in the Plan). Finally,

Fuel Line Lenders shall also receive certain consummation fees and professional fee

reimbursement fees, in the amounts of $15,000,000 and up to $11,000,000, respectively, each of

which shall be payable in either cash or in the form of additional Series A Bonds at the Oversight

Board’s discretion.

In exchange for such consideration, the Fuel Line Lenders have agreed to support

confirmation of the Plan and, following the Effective Date, move to dismiss Adv. Pro. 19-00396

with prejudice.

National Settlement

On January 31, 2023, the Oversight Board, as PREPA’s Title III Representative, and

National entered into the National PSA, which sets out the terms of the settlement of all Claims,

interests, and controversies among PREPA, the Oversight Board, and National (the “National

Settlement”). As a result of the National Settlement, National supports the Plan. The National

Settlement’s terms have been embodied in the Plan and the Debtor is seeking its approval

13

“Remaining Claim,” as it pertains to the Fuel Line Loan Claims, shall mean the Allowed Fuel Line Loan Claim

minus the amount of Series A Bonds received on account of the Allowed Fuel Line Loan Claim (except for

Series A Bonds received, if any, on account of payment of accrued interest prior to the Effective Date).

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pursuant to Bankruptcy Rule 9019 and section 1123 of the Bankruptcy Code via entry of the

Confirmation Order, which will include findings that, among other things, the National

Settlement is in the best interests of PREPA, its creditors, and other parties in interest, is fair and

equitable, and is well within the range of reasonableness.

Principal Terms of the National PSA

The National PSA, among other things, generally resolves National’s claims arising from

Bonds it owns or insures, and its Asserted Reimbursement Claim, and provides for National to

support the Plan. Pursuant to the National PSA, National will be receiving Series B Bonds at an

exchange ratio of 71.65% of the Allowed National Insured Bond Claim (as defined in the Plan).

National will also be receiving Series B Bonds at an exchange ratio of 20.00% of the Allowed

National Reimbursement Claim (as defined in the Plan).

Pursuant to the National PSA, the Oversight Board and PREPA shall use their reasonable

best efforts to cause PREPA to file, or cause PREPA to request that LUMA Energy file, an

application with PREB to obtain approval of the equivalent of a one cent ($0.01)/KWH

volumetric charge from the effective date of the National PSA times the National Insured Bond

Claims divided by the PREPA Revenue Bond Claims, which, subject to PREB approval, shall be

implemented by PREPA and added to customers’ bills during the period from approval thereof

by PREB up to and including the Effective Date (the “Interim Charge”).

Subject to necessary approvals from PREB, from the effective date of the National PSA

to the Plan Effective Date, National shall receive its pro rata share of revenues generated the

Interim Charge.14 If, however, PREB approval is not obtained for the Interim Charge, PREPA

shall not be obligated to make interim payments to National. Cumulative revenues received by

National on account of the Interim Charge shall not exceed National’s existing coupon on Bonds

it owns and/or insures. If National receives revenues from the Interim Charge and the Plan is not

confirmed nor consummated, the amounts received shall constitute a reduction of the

distributions to be received by National under a future plan, settlement, litigated judgment, or

other resolution of National’s claims, without further order from the Court.

National shall also receive certain consummation fees and structuring fees, in the

amounts of 3% and 2.86% of the Allowed National Insured Bond Claim payable in either cash or

in the form of additional Series B Bonds at the Oversight Board’s discretion.

If a CVI is offered to other holders of Bonds pursuant to the Amended Plan, National

shall receive CVI on account of its Bond claim and payments there from equal to fifty percent

(50%) of the recovery of such holders’ pro rata share until such other holders recover

seventy-one and eighty-six one hundredths percent (71.65%) of their Bond claims and thereafter

shall share, on a pro rata basis, equally with such holders.

Unlike certain other non-litigating classes of creditors, National will not receive

additional Series B Bonds if the Oversight Board prevails on the Lien Counts and/or Recourse

14 The Oversight Board anticipates that only the portion of the Interim Charge required to compensate National’s

pro rata portion will be charged. Thus, the Interim Charge will be slightly under 0.1 c/kWh.

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Counts in the Amended Lien & Recourse Challenge. In other words, National shall not share in

Gross Remaining New Bonds, Net Remaining New Bonds, or Excess New Bonds, if any,

distributed under the Plan.

In exchange for such consideration, National has agreed to support confirmation of the

Plan.

Additionally, as further described below, pursuant to the National PSA, in connection

with the Oversight Board’s pursuit of confirmation of the Plan, the Oversight Board will seek

approval of its proposed settlement with National of the National Reimbursement Claim.

National Reimbursement Claim

In connection with the issuance of the Bonds, National issued certain municipal bond

insurance policies, insuring the payment of principal and interest on the Bonds. In connection

with the issuance of the insurance policies, PREPA entered into certain Bond insurance

agreements with National, pursuant to which National asserts that PREPA agreed, to the extent

that National made payments of principal and interest on or incurs any other costs with respect to

the Bonds insured by PREPA, to reimburse National, with interest, for any and all such

payments, and costs (i.e., the Asserted Reimbursement Claim).

Pursuant to the Oversight Board’s proposed settlement of the National Reimbursement

Claim, the Oversight Board proposes to allow the National Reimbursement Claim in the amount

of $244,728,681.25 (which will be the accrued amount of this claim as of July 1, 2023), and

provide the holder of such claim with Series B Bonds in a face amount equal to 20.0% thereof.

The settlement of the National Reimbursement Claim avoids the risk that such claim could be

allowed in full, including aspects that derive from payments of interest by National since the

Petition Date, and secured by all net or gross revenues of PREPA, if the Oversight Board does

not prevail in the Amended Lien & Recourse Challenge and the Court were to determine

National is fully secured. This recovery amount reflects a deep discount on account of this

claim, in fact the deepest discount on any claim against PREPA proposed in the Plan.

The Oversight Board will demonstrate at confirmation that the proposed settlement of the

National Reimbursement Claim should be approved pursuant to Bankruptcy Code section

1123(b)(3)(A) and Bankruptcy Rule 9019. If the Court finds that such settlement does not satisfy

the standard for approval of settlements, or otherwise finds that the proposed settlement and

treatment of National’s claims under the Plan renders the Plan unconfirmable, such finding shall

not give rise to an event of termination for National under the National PSA, and the settlement

and the treatment of National’s claims shall, without further action, convert to a settlement of

National’s claims, as the case may be, that eliminates the obligation to issue Series B Bonds on

account of the National Reimbursement Claim and any payments for debt service and any legal,

consummation, or other fees arising from, relating to, or on account of the National

Reimbursement Claim; provided, that in such circumstance, National will have the option to

forego all consideration under the National PSA, including the fees and expenses set forth in

Article II.D.2, and, in exchange, receive the same treatment as another settling Class of Holders

of PREPA Revenue Bonds Claims, so long as the settlement with such class whose recovery

National would receive was reached prior to the earlier to occur of (i) any substantive ruling on

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the claims and counterclaims asserted in the Amended Lien & Recourse Challenge that Holders

of PREPA Revenue Bonds are secured by Revenues outside of the Sinking Fund, and (ii) an

indication or a determination, either oral or written, at a hearing or otherwise, by the Title III

Court that the Holders of PREPA Revenue Bonds are secured by Revenues outside of the

Sinking Fund.

Forms of Consideration Under the Plan

The consideration to be distributed to creditors under the Plan consists of the following,

each of which is described in detail below:

i. monies deposited in the Sinking Fund;

ii. Up to approximately $5.68 billion in New Bonds to be issued on the Effective Date;

iii. the CVI, to be issued on the Effective Date in the notional amount of the sum of the

GUC CVI, Settling CVI, and Non-Settling CVI;

iv. The Avoidance Action Proceeds, consisting of the net cash consideration received

by PREPA in connection with the Avoidance Actions; and

v. cash flow as budgeted annually solely for payments to PREPA PayGo Trust on

account of the Pension Claim.

Overview of New Bonds to be Issued on the Effective Date

On the Effective Date, Reorganized PREPA shall issue two series of New Bonds—Series

A Bonds and Series B Bonds.

Series A Bonds shall have a final maturity of fifteen (15) years from the Effective Date,

with an expected repayment of five (5) years from the Effective Date based on upon 2022 Fiscal

Plan Projections. Series A Bonds shall bear interest at a rate of 6.00%, payable semi-annually in

cash. The Series A Bonds shall be issued on the Effective Date but shall accrue interest from the

deemed issuance date of December 1, 2022 for purposes of the calculation of interest accrued;

provided, however, the accrual of interest prior to the Effective Date shall not exceed one (1)

year and that the interest accrued prior to the Effective Date shall be payable upon the Effective

Date in the form of Series A Bonds or cash, at the Oversight Board’s sole discretion. The Series

A Bonds will be issued in a principal amount sufficient to comply with the terms of the Fuel Line

Lender PSA, which shall be approximately $650,000,000.

Series B Bonds shall have a final stated maturity of fifty (50) years from the Effective

Date. The Series B Bonds shall be dated as of the Effective Date. Series B Bonds may be issued

in the form of current interest bonds or convertible capital appreciation bonds and shall bear

interest rates at a range of six percent (6.00%) to six and seventy-five hundredths percent

(6.75%).

Series B Bonds shall be issued in two series: Series B-1 Bonds (Current Interest Bonds)

and Series B-2 Bonds (Convertible Capital Appreciation Bonds). The Series B-1 Bonds will be

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The New Bonds shall have an aggregate original principal amount of up to approximately

$5.68 billion.15 Series A Bonds shall be issued in a principal amount sufficient to comply with

the terms of the Fuel Line Lender PSA. The Series B Bonds shall be issued in a principal

amount equal to the above referenced principal amounts.

 The New Bonds shall be secured by Reorganized PREPA’s Net Revenues and the right

to receive Net Revenues. All Revenues shall be deposited in the “General Fund” held by

Reorganized PREPA. On the first business day of each month, Reorganized PREPA shall apply

amounts in the following order of priority (the “Payment Waterfall”):

- First, to the payment of Operating Expenses;

- Second, to New Master Trustee fees and expenses not to exceed $100,000 per year;

- Third, to the “Debt Service Fund” held by the New Master Trustee up to the amount of

the Legacy Charge Revenues, and from and after the Series B Bond Defeasance Date and

until the CVI Maturity Date, up to the amount of the Remaining Legacy Charge

Revenues16; and

- Fourth, to Reorganized PREPA for use as set forth in the New Master Indenture.

current interest bonds and shall bear interest at a rate of six percent (6.00%) per annum payable

semi-annually, with an expected repayment of no later than thirty-four (34) years from the

Effective Date based on 2022 Fiscal Plan Projections, subject to change based on load

projections in subsequent PREPA Fiscal Plans. The Series B-1 Bonds have priority in principal

repayment over the Series B-2 Bonds. Series B-1 Bonds shall be issued in the principal amount

of approximately $4.63 billion.

Series B-2 Bonds will be convertible capital appreciation bonds and shall bear interest at

a rate of six and seventy-five one-hundredths percent (6.75%) per annum, accreting annually

until July 1, 2028, at which point the Series B-2 Bonds shall convert to paying interest

semi-annually, with an expected repayment of thirty-five (35) years from the Effective Date

based upon 2022 Fiscal Plan Projections, subject to change based on load projections in

subsequent PREPA Fiscal Plans. The Series B-2 Bonds shall be issued in an amount equal to the

Administrative Expense Bonds Amount, with a maturity value of approximately $557,000,000

(with an assumed Effective Date of July 1, 2023 and an original principal value of approximately

$400,000,000).

Where Reorganized PREPA is obligated to distribute Series B Bonds pursuant to the

Plan, other than the Administrative Expense Bonds, Reorganized PREPA shall distribute Series

B-1 Bonds.

15 The Ad Hoc Group believes that PREPA can afford to issue substantially more than the $5.68 billion in New

Bonds.

16

“Remaining Legacy Charge” means the fixed fee component of the Legacy Charge in place as of the Effective

Date, from and after the Series B Bond Defeasance Date, through the CVI Maturity Date.

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There shall be no event of default on the New Bonds (prior to stated final maturity of the

Series A Bonds, solely with respect to the Series A Bonds, and generally with respect to the

Series B Bonds) for failure to pay scheduled debt service so long as Reorganized PREPA (a)

takes reasonable actions to (i) charge and collect the Legacy Charge,17 (ii) collect the Revenues

generated by the Legacy Charge, and (iii) deposit the full amount of Net Revenues up to the

amount of the Legacy Charge Revenues into the Debt Service Fund after providing for

distributions made in accordance with the Payment Waterfall, and (b) complies with the Interest

Rate Covenant.

With respect to each series of New Bonds, all debt service that is not paid when due,

whether at or prior to final scheduled maturity, shall remain due and outstanding until paid in full

and shall be paid. Interest shall not accrue on outstanding obligations under the New Bonds at

the regular coupon rate after its respective stated maturity; only unpaid interest accrued prior to

stated maturity and principal will be payable following the stated maturity if any remains

outstanding at that time, although the Interest Rate Covenant would no longer apply.

A detailed description of the New Bonds to be issued pursuant to the plan can be found in

Section VI.F of this Disclosure Statement.

Overview of CVI to be Issued on the Effective Date

On the Effective Date, Reorganized PREPA shall issue the CVI with a 0.00% coupon, a

final maturity date of thirty-five (35) years after the Effective Date, which shall only be payable

if the New Bonds and any Refunding Bonds are paid in full prior to their expected 35 year

repayment. Payments shall be made on the CVI only after the occurrence of the Series B Bond

Defeasance Date, so long as such date occurs prior to the CVI Maturity Date. If the Series B

Bond Defeasance Date occurs prior to the CVI Maturity Date, the CVI shall be payable from that

portion of Net Revenues constituting the Remaining Legacy Charge Revenues deposited to the

credit of the Debt Service Fund in accordance with the Payment Waterfall until the earlier of (a)

the date on which the CVI Notional Amount has been paid in full and (b) the CVI Maturity Date.

There shall be no event of default on the CVI so long as Reorganized PREPA takes reasonable

actions to collect Revenues generated by the Remaining Legacy Charge and deposits the full

amount of Net Revenues up to the amount of the Remaining Legacy Charge Revenues into the

Debt Service Fund.

Because the New Bonds are only expected to be repaid in 35 years under the projections

in the Certified Fiscal Plan, the CVI is “truly contingent” because it would only generate any

payment if PREPA’s realized load exceeds the Certified Fiscal Plan projections, and Legacy

Charge Revenues remain after payment of operating expenses, notwithstanding the expiration of

the Interest Rate Covenant.

17 The Plan does not currently provide that PREPA’s failure to charge and collect any rates other than the Legacy

Charge is an event of default under the New Bonds. It does, provide, however, that PREPA covenants to “make

reasonable best efforts to (a) continue to levy and collect rates, fees, and charges, including, but not limited to,

the Legacy Charge and the Remaining Legacy Charge and (b) deposit Net Revenues collected from such rates,

fees, and charges into the Debt Service Fund in accordance with the Payment Waterfall.” Plan Art. XIX.H.1.

The Oversight Board anticipates adding this provision to the New Master Indenture.

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Overview of Legacy Charge

Legacy Charge

PREPA’s current rates are insufficient to provide for the repayment of legacy or

restructured debts after payment of PREPA’s operating expenses. Accordingly, to provide

sufficient Net Revenues to provide a source of repayment of the New Bonds to be issued by

PREPA under the Plan, the Plan requires the Debtor to implement the Legacy Charge, which will

be an additional charge to PREPA’s current rates.

The Legacy Charge is comprised of two components, a fixed monthly flat fee (the “Flat

Fee”) and a volumetric fee (“Volumetric Charge”), set at levels for each customer class, to be

included in customer rates pursuant to the Plan and Confirmation Order. This hybrid structure

accounts for important objectives, including providing proper recompense to PREPA’s legacy

creditors, while minimizing: (i) the strain of increased rates on low-income and vulnerable

customers, (ii) revenue losses due to customers either reducing their electricity consumption or

transitioning to alternative electricity supplies. The Oversight Board reserves its rights and may

amend the rates prior to the confirmation objection deadline, upon further discussion with PREB,

LUMA Energy and AAFAF, in a manner that will provide similar recoveries to creditors to those

provided for in the Plan.

The Legacy Charge will have different tiers that will be assessed for each of PREPA’s

existing customer classes based on various factors, such as a respective capacity to tolerate rate

increases. Solely for purposes of assessing the Legacy Charge, the Plan will also provide for the

creation of one new exemption from the Flat Fee and a portion of the Volumetric Charge for

other low-income residential customers not already falling within an exempted customer class

(see below).

The increase in Net Revenues generated from inclusion of the Legacy Charge will fund

debt service on the New Bonds after payment of PREPA’s Operating Expenses, as specified in

the Plan. The Legacy Charge is calculated so that the increase in Net Revenues is projected to

cover the debt issued under the Plan within 35 years. The Legacy Charge will remain in place for

the later of (i) the maturity of the CVI18 and (ii) payment in full of the Series B Bonds. Because

the increase in Net Revenues to be generated from the Legacy Charge is required by the Plan to

pay debt service, and otherwise necessary to support repayment of the New Bonds issued under

the Plan, the Oversight Board asserts that PREB is required under Puerto Rico law to approve the

Legacy Charge rate increase, provided, that PREPA with the approval of PREB will be able to

amend the Legacy Charge in an economically neutral manner subject to the Amendment Test (as

defined in the Plan). If repayment in full of the principal of the New Bonds occurs prior to the

maturity of the CVI, revenues from the fixed fee component of the Legacy Charge in place as of

the Effective Date thereafter will fund distributions to holders of CVI until the maturity of the

CVI. Risks relating to the payment of New Bonds and CVI are discussed in Section VIII.

18 The Legacy Charge that would support the CVI is limited to revenues from the Fixed Fee component of the

Legacy Chare in place as of the Effective Date.

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Application of the Legacy Charge: First, PREPA will charge the Flat Fee to all customers

each month unless the customer qualifies for an exemption from the Flat Fee. The amount paid

for the Flat Fee portion of the Legacy Charge is a connection charge assessed on each

non-exempt customer connected to PREPA’s electricity grid. Second, PREPA will charge a

Volumetric Charge based on each customer’s consumption of electricity supplied by PREPA.

The Volumetric Charge will be assessed on a cents per-kilowatt hour basis, the amount of which

will vary per customer class, for electricity consumed during each billing cycle. Mirroring

PREPA’s current rate structure, a different Volumetric Charge will be assessed for consumption

at or below 500 kWh per month and for consumption above that level for all residential and

certain commercial classes.19 A detailed description of the derivation of the Legacy Charge

structure is attached hereto as Exhibit P.

Customers eligible for an exemption from the Flat Fee will also be exempt from paying

the Volumetric Charge up to 500 kWh of monthly metered consumption. If an exempt

customer’s utilization exceeds that threshold, that customer will be charged fifty percent of the

Volumetric Charge applicable for such customer class for consumption above the threshold on a

per-kilowatt hour basis.

The Debtor intends to provide a new exemption from the Flat Fee and the Volumetric

Charge up to 500 kWh for certain customers. This exemption is intended to protect

lower-income residential customers, which are the most vulnerable, from further burden. To

ensure the most vulnerable customers are not overly strained by the Legacy Charge, PREPA will

create a new exemption for qualifying low-income residential customers that are not enrolled in

the Lifeline Residential Rate (Servicio Residencial Especial) (the LRS rate)20 or the existing

public housing subsidy rate (the RH3 and RFR rates)—the three rate classes that are also exempt

and already receive certain subsidies. Residential customers of PREPA will qualify for this new

exemption if their Modified Adjusted Gross Income (MAGI) is below a certain threshold similar

to the MAGI eligibility levels needed to qualify for Medicaid healthcare benefits in Puerto

Rico.21 It is expected that the new exempt class will overlap with the three existing PREPA rate

classes listed above that are exempt from the Legacy Charge, however, it will include additional

customers that do not fall into existing exempt rate classes. The Oversight Board is developing a

methodology for identifying and applying the specific criteria for the additional exemption from

the Legacy Charge, as discussed in footnote 2 on page 4 of Exhibit P, that would not be

burdensome to implement and will not change the projected cash flow derived from the Legacy

Charge.

PREPA customers currently enrolled in one of PREPA’s existing subsidy customer

classes, such as those for the elderly, students, customers that depend on lifesaving medical

equipment, customers with disabilities, and participants in the Puerto Rico Nutrition Assistance

19 PREPA currently utilizes a 425kWh threshold.

20 Customers who fulfill the criteria to enroll in the Nutritional Assistance Program are eligible to enroll in the LRS

rate.

21 It has not yet been determined how and how often MAGI threshold levels qualifying for an exemption will be

monitored and when a customer no longer qualifies.

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GRS 111/112 (Subsidy-eligible)

$ 800

RESIDENTIAL

1.45

$ -

1.45

-

GST 213 $ 1,800

1.50

0.97 0.97

862

GRS 111/112 (General)

Fixed Fee

($/month)

$ 13 0.75

GOVERNMENT

Program (Programa de Asistencia Nutricional), among others, will continue to receive their

existing subsidies from PREPA without interruption and may or may not be exempt from the

Legacy Charge depending on whether they fall within the exempted customer classes mentioned

above.

The Legacy Charge will be collected as part of the PREPA bill by PREPA’s operator and

servicer in the same manner the bills are currently collected.

3.00

Volumetric Charge

(</=500 kWH,

c/kWH)

GSS 211

COMMERCIAL

$ 20

RH3, LRS, RFR

1.45 2.90

The level of Flat Fee and Volumetric Charge that different customer classes will incur to

support payment of the New Bonds is set forth in the table below. Notably, however, PREPA,

with the approval of PREB, subject to the Amendment Test, will have the ability to modify the

Flat Fee and Volumetric Charge provided that it will be done in an economically neutral manner,

in structure and amounts that do not delay or extend the respective expected repayment date and

expected weighted average life of the Series A Bonds and the Series B Bonds, and otherwise that

are reasonably acceptable to the Required Fuel Line Lenders, and which will not decrease the

projected revenues attributable to the Legacy Charge as of the date of the amendment to the

Legacy Charge.22

Legacy Charge Allocation

GSP 212

$ -

$ 800 1.45

Volumetric Charge

(>500 kWH,

c/kWH)

1.45

-

GST 213

GSS 211

$ 1,800 0.97

$ 16.25

0.97

1.50

1.50

862

3.00

GSP 212

22 The Legacy Charge will be assessed on all of PREPA’s customers, except where the Plan specifically exempts

some or all of the Flat Fee or Volumetric Charge. While all rate classes are subject to the Legacy Charge, some

may currently be “empty” classes that do not have any customers. For the avoidance of doubt, any rate class not

identified in the Plan or herein, any class not included in Annex 1 to Plan Schedule B (but included in Annex 2 to

Plan Schedule B), any class that is subsequently created, or any existing but empty rate class that subsequently

has customers, will be subject to the Legacy Charge and will be classified in a way that does not decrease the

projected revenues attributable to the Legacy Charge, unless PREPA, with the approval of PREB, subject to the

Amendment Test, will modify the Legacy Charge in an economically neutral manner, which shall not decrease

the projected revenues attributable to the Legacy Charge.

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-

GSS 311

GSS 211

$ 20 2.18 2.18

GST 213

$ -

GSP 312

$ -

$ 800 2.18

-

2.18

-

-

GST 313 $ 1,800 1.45

-

1.45

862

TOU-T 363 $ 1,800 1.45 1.45

LIS 333

GSP 212

$ 1,800 1.45

MUNICIPALITIES

1.45

INDUSTRIAL

$ -

TOU-T 963 $ 1,800 1.45 1.45

-

PREPA Customer Segmentation23

PREPA maintains a differentiated rate structure for its customers depending on their

customer class. The descriptions below, in conjunction with any other categorization of

customers currently utilized by PREPA, identify categories of PREPA’s customer base that may

be utilized in establishing how each PREPA customer is charged the Legacy Charge.

Residential Classes

1. GENERAL RESIDENTIAL SERVICE (GRS) - This rate shall apply to residential

customers for domestic uses for a residence or apartment unless they fit into one of the

other classes below. This rate may also apply to houses, apartments, and other structures

which are primarily intended for residential purposes, where no more than two rooms in

which the total connected load does not exceed 500 watts are used by tenant for business

or professional purposes.

2. LIFELINE RESIDENTIAL SERVICE (LRS) - This rate shall apply to residential

customers, who fulfill the Nutritional Assistance Program criteria, for all domestic uses

for a residence or apartment.

3. RESIDENTIAL SERVICE FOR PUBLIC HOUSING PROJECTS (RH3) - This rate shall

apply to residential customers of Public Housing Projects supported or subsidized in

whole or in part by loans, grants, contributions or appropriations of the federal, state, or

municipal governments.

4. RESIDENTIAL FIXED RATE FOR PUBLIC HOUSING UNDER OWNERSHIP OF

THE PUBLIC HOUSING ADMINISTRATION (RFR) - The RFR Rate is established by

according to the dispositions of Act 22-2016 and is granted to customers residing in a

23 PREPA rate book, as of May 2019. Accessible at:

https://lumapr.com/wp-content/uploads/2021/07/Tariff-Book-Electric-Service-Rates-and-Riders-Revised-by-Ord

er-05172019-Approved-by-Order-05282019.pdf.

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housing unit physically located within a public housing project owned by the Public

Housing Administration for all domestic uses.

Commercial and Industrial Classes

1. GENERAL SERVICE AT SECONDARY DISTRIBUTION VOLTAGE (GSS) - This

rate shall apply to any non-residential service with a load lower than 50 kVA. Also, it

shall apply to temporary electric power service for limited use in streets, carnivals and

others.

2. GENERAL SERVICE AT PRIMARY DISTRIBUTION VOLTAGE (GSP) - This rate

shall apply to industrial customers and commercial customers. Service shall be rendered

through a single point of connection and a single meter.

3. GENERAL SERVICE AT TRANSMISSION VOLTAGE (GST) - This rate shall apply to

commercial and industrial customers, connected to the transmission system, that have a

demand of 250 kVA or greater, for general uses including motive power, heating,

refrigeration, and incidental lighting of industries, hotels, and any other establishment.

4. TIME OF USE AT PRIMARY DISTRIBUTION VOLTAGE (TOU-P) - This rate shall

apply to commercial and industrial customers with a demand of 1,000 kVA or greater,

that: 1. Transfer load from the on-peak period to the off-peak period 2. Add load during

the off-peak period 3. Remove load from the on-peak period

5. TIME OF USE AT TRANSMISSION VOLTAGE (TOU-T) - This rate shall apply to

commercial and industrial customers with a demand of 1,000 kVA or greater, that: 1.

Transfer load from the on-peak period to the off-peak period 2. Add load during the

off-peak period 3. Remove load from the on-peak period

6. LARGE INDUSTRIAL SERVICE -115 kV (LIS) - This rate is exclusively for industries

with a demand equal to 12,000 kW or higher, with a load factor equal to 80% or higher,

and a monthly average power factor equal to 95% or higher.

7. GENERAL AGRICULTURAL SERVICE AND AQUEDUCT PUMPS OPERATED BY

RURAL COMMUNITIES (GAS) - This rate applies to farmers and customers dedicated

to raising animals. The service shall be provided for motive power, lighting, irrigation

pumps, refrigeration and heating. Also, this rate applies to customers that operate pumps

to supply aqueduct service exclusively in rural communities; incidental lighting related to

this operation is permitted.

8. OUTDOOR SPORTS FIELD LIGHTING FOR PARKS WHERE ADMISSION RIGHTS

ARE COLLECTED (LP-13) - This rate shall apply to sports fields where admission

rights are collected having a connected load for outdoor illumination of 500 kilowatts or

greater

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9. CABLE TV POWER SUPPLIES (CATV) - This rate applies to all cable TV power

supplies.

10. UNMETERED SERVICE FOR SMALL LOADS (USSL) - This rate shall apply to the

services of the electric equipment installed on PREPA’s pole or structures that operate 24

hours a day, except for that equipment for which PREPA has another rate available (for

example: Cable TV).

11. POWER PRODUCERS CONNECTED AT PREPA BUS BAR - This rate shall apply to

large power producers connected to the 230 kV bus bar that require PREPA’s electric

power service during startup, programmed maintenance, and outages of its generating

equipment.

12. PUBLIC LIGHTING GENERAL (PLG) - This rate shall apply to the lighting of streets,

ball parks and other parks of free admission, plazas, telephone booths, bus shelters, and

traffic and police strobe lights.

Overview of Avoidance Action Trust

PREPA has identified certain Avoidance Actions, listed on Exhibit L, which will be

transferred to the Avoidance Actions Trust on the Effective Date.24 On or before the Effective

Date, PREPA will enter into the Avoidance Actions Trust Agreement and establish the

Avoidance Actions Trust. The Avoidance Actions Trust Assets will consist of the Avoidance

Actions and Cash held by the Avoidance Actions Trustee. The Avoidance Actions Trust will be

governed by a three-member board appointed as of the Effective Date, selected by the Oversight

Board. This board will appoint the Avoidance Actions Trustee on or prior to the Effective Date.

The Avoidance Actions Trustee will have the power to litigate or compromise and settle

the Avoidance Actions. On a monthly basis, the Avoidance Actions Trustee will distribute to the

GUC Trust all excess cash on hand, which will be a part of the General Unsecured Claim

Recovery.

Class Treatment and Potential Variation Based on Contingent

Litigation

PREPA is currently involved in various contested matters and adversary proceedings

with parties such as the Bondholders and PREPA ERS. Resolution of these proceedings,

whether by decision or settlement, will have a material effect on certain creditors’ recovery under

24 The Oversight Board will disclose in a plan supplement whether certain avoidance actions, including what the

UCC refers to as the “Fuel Oil Litigation” (Adv Proc. Nos. 19-00381, 19-00384), and other vendor actions,

including Adv Proc. No. 19-00384, and/or their proceeds will be added to the Avoidance Action Trust. If the

Oversight Board determines to transfer such actions or their proceeds to the Avoidance Actions Trust, it would

only serve to enhance the GUC recoveries disclosed in the Plan. These avoidance actions are described in Part V

on the Disclosure Statement. While the Oversight Board will not undertake to value these actions (which would

likely involve some estimation of the probability of success), the amount PREPA is seeking to avoid can be

determined by reference to the complaint themselves.

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the Plan. The following section first summarizes these proceedings and their individual

significance, then describes the effect the outcomes of these proceedings will have on creditors’

recovery under the Plan.

Litigation Affecting Distributions Under the Plan

Amended Lien & Recourse Challenge

The Oversight Board is currently litigating The Financial Oversight and Management

Board for Puerto Rico v. U.S. Bank Nat’l Ass’n, Adv. Proc. No. 19-00391 (D.P.R. July 1, 2019)

(the “Amended Lien & Recourse Challenge”), whereby the Oversight Board seeks to (i) disallow

any secured claim held by the Bondholders beyond the funds actually deposited in the Sinking

Fund (the “Lien Scope Counts”); and (ii) limit any potential recourse, secured or unsecured, to

the monies deposited in the in the aforementioned funds (the “Recourse Counts”).

If the Title III Court finds that the Bond Trustee’s security interest and recourse is limited

to the Sinking Fund, then PREPA may be able to satisfy the approximately $8.5 billion in

asserted Bond claims by providing the monies currently in the Sinking Fund, thus greatly

enhancing the recoveries of many of PREPA’s other creditors.

If the Title III Court holds the security interest is limited in the manner described above,

but that the Bond Trustee has an unsecured deficiency claim against PREPA for the amount not

satisfied by the monies in the Sinking Fund, then such deficiency claim would share pro rata

with PREPA’s other General Unsecured Claims, significantly diluting such claimholders’

recoveries.

Finally, if the Title III Court determines the Bond Trustee has a security interest in

PREPA’s present or future net or gross revenues, the Bondholders will receive Series B Bonds in

a face amount equal to the value of their collateral, up to all Series B Bonds available for

distribution under the Plan and subject to Series B Bonds provided to the Settling Bondholders.

In addition, the Ad Hoc Group believes that the value of the Series B Bonds may be substantially

less than their face amount because it insists they are not market securities. To the extent the

Series B Bonds are insufficient to pay the Bond Trustee the value of its collateral, the Bond

Trustee may argue at confirmation that PREPA is obligated to issue additional Series B Bonds or

otherwise provide for additional payment to the Bond Trustee not currently contemplated by the

Plan. In such circumstance, the Plan may not be confirmable or feasible without material

amendments. Additionally, in this scenario, the Bond Trustee may also have an unsecured

deficiency claim against PREPA, which claim, to the extent not satisfied by the issuance of

Series B Bonds, would share pro rata with PREPA’s other General Unsecured Claims.

PREPA ERS Current Expense Litigation

On October 30, 2019, PREPA ERS filed an amended complaint against PREPA and

other parties seeking determinations that all amounts owed to it are “Current Expenses” under

the Trust Agreement and must be paid before any further payments are made to the Bond Trustee

or the Bondholders. PREPA ERS further argued it is a third party beneficiary of the Trust

Agreement and the Trust Agreement constitutes a valid subordination agreement under the

Bankruptcy Code.

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PREPA ERS holds a significant claim against PREPA. Should the Title III Court find

PREPA ERS’s claims are a “Current Expense” and entitle them to repayment in full before Bond

claims receive any recovery, the distributions under the Plan may have to be amended, although

the amount of overall consideration under the Plan could remain unchanged.

Fuel Line Lender Priority Action

The Oversight Board, the Ad Hoc Group, the Monoline Insurers, the Bond Trustee, and

the Fuel Line Lenders are currently litigating the Current Expense Adversary Proceeding,

whereby the Fuel Line Lenders seek declarations that all amounts owed to them are “Current

Expenses” under the Trust Agreement and subordination of the Bondholders’ claims. The

Oversight Board proposes to settle the Current Expense Adversary Proceeding

The Oversight Board has entered in the Fuel Line Lender PSA that settles the Fuel Line

Lenders’ claims against PREPA and the counts against PREPA in the Current Expense

Adversary Proceeding as part of this Plan by giving the Fuel Line Lenders bonds that are senior

to the bonds that all other creditors, including the Bondholders, will receive. Certain creditors

have argued that this is an intercreditor dispute that the Oversight Board cannot settle. They also

take issue with the amount and terms of the consideration. The Oversight Board believes that,

because the claims are against PREPA, it can settle such claims against PREPA in the reasonable

amount embodied in the Fuel Line Lender PSA. The Oversight Board further believes that,

under the Trust Agreement, PREPA has discretion to determine which expenses constitute

“Current Expenses” and can therefore be paid ahead of bondholders. The Ad Hoc Group

contends the Bonds are payable before other creditors and that the Trust Agreement does not

permit payment of the Fuel Line Lenders’ claims prior to payment on the Bonds.

Class Treatment Based on Litigation Outcomes

Settling Bondholder Claims

Regardless of the outcome of the above-described proceedings, Settling Bondholders will

receive from PREPA a stated recovery of 50.00% on their respective Allowed claims in the form

of their pro rata share of the Sinking Fund and a distribution of Series B Bonds. However, the

quantity of recovery on the remaining portions of their Allowed claims depends on the result of

the Amended Lien & Recourse Challenge. If PREPA and the Oversight Board prevail on the

Lien Scope Counts and Recourse Counts, then the Non-Settling Bondholders and Non-Settling

Monolines’ recovery may be limited to the Sinking Fund, and additional Series B Bonds may

therefore be available for distribution to Settling Bondholders. In such a scenario, the Oversight

Board currently anticipates Settling Bondholder Claims would be receive 100% recoveries in

Series B Bonds. If, on the other hand, the Non-Settling Bondholders and Non-Settling

Monolines prevail on some or all counts, then the Settling Bondholders will receive CVI in an

amount equal to their remaining allowed claims.

Non-Settling Bondholder and Non-Settling Monoline Claims

The Non-Settling Bondholders and Non-Settling Monolines’ recovery is determined, in

part, by the outcome of the Amended Lien & Recourse Challenge and whether they vote to

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accept the Plan provided, however that regardless of the outcome, Non-Settling Bondholders and

Non-Settling Monolines will receive their pro rata share of the Sinking Fund.

If Non-Settling Bondholders prevail on the Recourse Counts, then any allowed unsecured

deficiency claim will share, pro rata, in the General Unsecured Claim Recovery with all other

holders of Claims in the Unsecured Claims Pool.

If Non-Settling Bondholders and Non-Settling Monolines prevail on the Lien Scope

Counts, they will receive Series B Bonds in the face amount equal to the value of their collateral

beyond amounts in the Sinking Fund, up to the amount of Series B Bonds available for

distribution after distributions to the Settling Bondholders.

If Non-Settling Bondholders and Non-Settling Monolines vote to accept the Plan and the

Oversight Board prevails on the Recourse Counts, they will receive CVI in the notional amount

of such holder’s Remaining Disallowed Non-Settling Claim, defined as the principal and interest

accrued and unpaid on their PREPA Revenue Bond claim through the Petition Date, minus the

cash from the Sinking Fund distributed to such holder.

Assured Insured Interest Rate Swap Claims

The Assured Insured Interest Rate Swap Claims were to have received substantially the

same treatment as settled bond claims under the 2019 RSA. The Assured Insured Interest Rate

Swap Claims have the same priority, if any, as the PREPA Revenue Bond Claims, which the

Oversight Board believes is the basis for the Plan’s provisions affording the swap claims with

the same treatment as the bond claims and for the related references in the Plan to the Amended

Lien & Recourse Challenge. The outcome of the Amended Lien & Recourse Challenge,

therefore, would impact their recoveries in the same manner it would impact holders of claims in

Class 2.

Fuel Line Loan Claims

To settle their claims, including their assertion of priority over the Bond Claims and

assertion of entitlement to postpetition interest, the Fuel Line Lenders will receive treatment of

(i) Series A Bonds in the face amount equal to 84.00% of their prepetition claim, (ii) Series A

Bonds or cash, in the Oversight Board’s discretion, in the face amount of interest deemed to have

accrued on account of each holder’s pro rata share of Series A Bonds to be distributed during a

period equal to the shorter of December 1, 2022 through the Effective Date or one (1) year, and

(iii) for the remaining 16.00% of their claim, a pro rata share of the Series B Bonds that remain

after distribution of such bonds to National, Settling Bondholders, and Non-Settling

Bondholders, initial distribution to the GUC Trust for the benefit of holders of claims in the

General Unsecured Claims Pool up to 50.00% of their Allowed Claims, and the 20% distribution

of the Net Remaining New Bonds to the PREPA PayGo Trust.

In exchange for their efforts in connection with consummation of their settlement and

confirmation of a plan, and not on account of their claims, the Fuel Line Lenders shall receive

the Fuel Line Lender PSA Creditors Fees, comprised of $15 million in consummation costs and

up to $11 million in professional fee reimbursement.

General Unsecured Claims

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Much like recovery for the Non-Settling Bondholders and Non-Settling Monolines,

recovery for General Unsecured Claims will vary materially based on the Amended Lien &

Recourse Challenge’s outcome.

If the Non-Settling Bondholders and Non-Settling Monolines prevail on all counts,

holders of General Unsecured Claims will receive their pro rata share of the Series B Bonds

available for distribution, if any, after distribution of such Bonds to the Settling Bondholders,

National, Fuel Line Lenders, and Non-Settling Bondholders (up to the amount of the value of

their collateral). If the Non-Settling Bondholders’ collateral is determined to be the same or

greater than the Series B Bonds available for distribution, holders of General Unsecured Claims

will receive no New Bonds under the Plan, but will share on a pro rata basis in the proceeds of

the Avoidance Action Trust and CVI.

If the Non-Settling Bondholders and Non-Settling Monolines lose on the Lien Scope

Counts, but prevail on the Recourse Counts, then their deficiency claims will receive the General

Unsecured Claim Recovery. This result would substantially dilute the recovery of other holders

of General Unsecured Claims. The Oversight Board currently estimates General Unsecured

Claims would receive Series B Bonds in the amount of approximately 46.49% of their claim in

this scenario.

If the Non-Settling Bondholders and Non-Settling Monolines lose on all counts in the

Amended Lien & Recourse Challenge, then holders of General Unsecured Claims will receive

their pro rata share of the Series B Bonds up to 100% of their claim.25

In all events, holders of General Unsecured Claims will receive, payable from the GUC

Trust, their pro rata share of the Avoidance Action Proceeds. They will also receive CVI in the

notional amount of their remaining claim after distributions of Series B Bonds, if any.

Bondholder, Monoline, and Assured Insured Interest Rate Swap

Exchange Offer

PREPA is currently a party to two interest rate swaps, with JPMorgan Chase Bank N.A.

and UBS AG as counterparties, with notional amounts of $169.53 million and $83.34 million

respectively. Both swaps mature on July 1, 2029. Given that swap payments are calculated

periodically, the estimated amount of such payments (including termination damages) is not

presently ascertainable.

25 This assumes the amount of General Unsecured Claims is less than $3 billion. The Oversight Board currently

estimates the amount of General Unsecured Claims at $800 million, with a low estimated value of approximately

$300 million and a high estimated value of approximately $1.43 billion. See Section II.B.8. If the amount of

General Unsecured Claims exceeds $3 billion, distributions to General Unsecured Claims would be made as

follows: General Unsecured Claims will receive their pro rata share of the Series B Bonds up to 50% of their

claim. Of the Series B Bonds that remain available for distribution thereafter, 20% of such bonds will go to the

PREPA PayGo Trust. The remaining 80% of Series B Bonds will be shared pro rata among (i) the Remaining

Claims of the holders of General Unsecured Claims, (ii) 40.00% of Settling Bondholders Remaining Claims, and

(iii) the Remaining Claims of the Fuel Line Lenders. If and only if both (a) GUC New Bonds equal 100% of the

Remaining Claims of the Unsecured Claims Pool and (b) 100% of the Remaining Claims of the Fuel Line

Lenders are paid in full, Settling Bondholders will receive up to an additional 60% of their pro rata share of Net

Remaining New Bonds, if any.

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In order to allow holders of PREPA Revenue Bond Claims and Assured Insured Interest

Rate Swap Claims to settle their Claims against PREPA, the Oversight Board provided each

such holder with the opportunity to sign a settlement agreement by the expiration of the

Exchange Offer Period (as defined below), pursuant to which such holder could agree to be

treated as a Settling Bondholder or Settling Monoline, as appropriate, pursuant to the Plan. Any

signing claimholder shall receive a contra-CUSIP in exchange for their current holdings. Any

holder that did not sign and deliver the settlement agreement shall be treated as a Non-Settling

Bondholder or Non-Settling Monoline, as appropriate, and will not be able to join the Settling

Bondholder and Settling Monoline Class, unless the Oversight Board agrees to extend such

deadline, but in no event will such deadline be extended after a ruling by the Title III Court on

the Amended Lien & Recourse Challenge.

The Holder of Assured Insured Interest Rate Swaps Claims was also entitled to settle

claims, rights, and remedies against PREPA arising under the swap agreements and applicable

law (including, without limitation, claims arising under the Bankruptcy Code safe harbor

provisions). The Holder of Assured Insured Interest Rate Swap Claims did not elect to settle

such claims during the Exchange Offer Period and, accordingly, will receive the same treatment

as Non-Settling Bondholders and Non-Settling Monolines under the Plan if such claims are

Allowed.

The Oversight Board commenced the period within which the holders of uninsured

PREPA Revenue Bond Claims can sign the settlement offer (the “Exchange Offer Period”) on

January 27, 2023, with the Exchange Offer Period concluding on February 24, 2023 at 5p.m.

(ET). See Notice of Distribution of Settlement Offer Notice to Uninsured Bondholders [ECF No.

3171] (“Settlement Agreement Notice”). Each eligible holder received through The Depository

Trust company (“DTC”) a settlement offer notice, a settlement agreement, and settlement term

sheet, pursuant to which such holder may become a Settling Bondholder under the Plan, and

explaining, among other things, the proposed treatment of such holder’s Claims if the holder

signs the settlement agreement.26 During the Exchange Offer Period, 0.98% of eligible holders

with claims totaling approximately $75 million signed the settlement agreement and elected to be

treated as Settling Bondholders under the Plan. Any failure to deliver the signed agreement prior

to the expiration of the Exchange Offer Period will prevents such holder from opting into the

settlement class and from receiving the treatment that such class will receive if the Disclosure

Statement is approved and the Plan is confirmed.

Illustrative Distribution of New Bonds Under the Plan

For illustrative purposes only, the following summarizes the distributions of New Bonds

under the Plan:

1. Approximately four-hundred million ($400,000,000), or such lower principal

or original principal amount as determined by the Oversight Board at or prior

to the Confirmation Hearing, in Series B Bonds will be sold to the

Commonwealth at par for Cash to fund payments of Administrative Expense

Claims.

26 Copies of these documents are included as exhibits to the Settlement Agreement Notice.

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5. Non-Settling Bondholders and Non-Settling Monolines will receive Series B

Bonds in accordance with their litigation recoveries. This could be nothing if

they lose Lien Counts and Recourse Counts, or it could be up to all the Series

B Bonds that remain available for distribution if they win the Lien Counts and

the Court determines their collateral is worth as much as the Series B Bonds

available for distribution after primary distributions to Settling Bondholders.27

If the Non-Settling Bondholders and Non-Settling Monolines lose the Lien

Counts but win on Recourse Counts, they will have a deficiency claim that

will be treated the same as General Unsecured Claims.28

6. General Unsecured Claims will receive, up to 50.00% of their claim, the

Series B Bonds that remain after distributions to the Fuel Line Lenders,

National, the Settling Bondholders, and Non-Settling Bondholders and

Non-Settling Monolines. They will also get distributions on their Remaining

Claim (50.00%) depending on the outcome, or favorable settlement, of the

Amended Lien & Recourse Challenge (see #7 below).

7. If there are Series B Bonds remaining after paying General Unsecured Claims

and Deficiency Claims (if any) up to 50.00% of their claims, then the PREPA

PayGo Trust will get 20.00% of the Gross Remaining New Bonds.

2. Holders of Fuel Line Loan Claims will receive Series A Bonds in the amount

of 84.00% of their Allowed Claim. The Series A Bonds will accrue up to 1

years’ worth of interest from the date the Fuel Line Lender PSA is effective,

payable in Series A Bonds or Cash. They will also receive Cash or Series A

Bonds for the Fuel Line Lender Creditors Consummation Fees and Fuel Line

Lender PSA Creditors Professionals’ Reimbursement Fees. They will also get

distributions on their Remaining Claim (16.00%) depending on the outcome,

or favorable settlement, of the Amended Lien & Recourse Challenge (see #7

below).

3. National will receive 71.65% of the Allowed National Insured Bond Claim

and 20.00% of the Allowed National Reimbursement Claim in Series B

Bonds.

4. Settling Bondholders will receive between 50.00% of their Allowed Claim in

Series B Bonds. They will also get distributions on their Remaining Claim

depending on the outcome, or favorable settlement, of the Amended Lien &

Recourse Challenge (see #7 below).

27 Certain creditors have asserted the amount of Series B Bonds that Non-Settling Bondholders would receive could

be more than the amount of Series B Bonds contemplated under this Plan (in which case this Plan may not be

confirmable or feasible without material amendments).

28 Holders of Assured Insured Interest Rate Swap Claims will receive the same treatment as Non-Settling

Bondholders and Non-Settling Monolines.

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8. The other 80.00% of the Gross Remaining New Bonds will be shared ratably

between the Remaining Claims of (i) General Unsecured Claims (50.00%),

(ii) the Fuel Line Lenders (16.00%), and (iii) 40.00% of the Remaining

Claims of the Settling Bondholders (i.e., 20.00% (40.00% of 50.00%)).

9. If and only if both (a) GUC New Bonds equal 100% of the Remaining Claims

of the Unsecured Claims Pool and (b) 100% of the Remaining Claims of the

Fuel Line Lenders are paid in full, Settling Bondholders will receive up to an

additional 60% of their pro rata share of Net Remaining New Bonds, if any.

10. Excess New Bonds available after creditors recover fully on their Allowed

Claims, shall either be deemed not to be issued by PREPA, or shall be issued

and distributed to the PREPA PayGo Trust, at PREPA’s discretion.

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Settlement of Outstanding Disputes

Settlement of Outstanding Disputes with National

Pursuant to the terms of the National PSA, and in exchange for the consideration to be

provided in the Plan, National agrees to settle, waive, release, and discharge all claims against

PREPA, including, but not limited to, the following disputes (such disputes are summarized in

Section V of this Disclosure Statement):

 Amended Lien & Recourse Challenge:

o All counterclaims and affirmative defenses related to The Financial Oversight

and Management Board for Puerto Rico v. U.S. Bank Nat’l Ass’n, Adv. Proc.

No. 19-00391 (D.P.R. July 1, 2019).

o Any other claims, theories, rights, and defenses related to, among other things,

their proofs of claims and/or the Master PREPA Bond Claim, including, but

not limited to, the scope of the asserted security interest in PREPA’s property,

assets, or revenues, whether the claims have recourse beyond moneys

deposited to the credit of the Sinking Fund, and other asserted rights related to

certain contractual covenants or statutory rights, including to seek

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appointment of a receiver, an increase in PREPA’s electricity rates, or the

enforcement of collection of customers’ bills.

 Motion to Appoint Receiver and Dismiss Title III Case:

o Motion to Dismiss PREPA’s Title III Case.

o Any other motions, objections or joinders to these or such other motions or

objections that may be filed related to the requested relief, including, but not

limited to, seeking to lift the automatic stay, the appointment of a receiver at

PREPA, and the dismissal of PREPA’s Title III Case.

Pursuant to the terms of the Settlement Offer Memorandum, Settling Bondholders made

various covenants, including a covenant not to take or encourage any other person to take any

action which would reasonably be expected to impede the administration of the Title III Case or

the confirmation or consummation of the Plan.

Settling Bondholders may only terminate the Settlement Agreement in limited

circumstances.

Settlement of Outstanding Disputes with Settling Bondholders

Pursuant to the terms of the Settlement Offer Memorandum, and in exchange for the

consideration to be provided in the Plan, the Settling Bondholders agree to settle, waive, release,

and discharge all claims against PREPA, including, but not limited to, the following disputes

(such disputes are summarized in Section V of this Disclosure Statement):

 Amended Lien & Recourse Challenge:

o All counterclaims and affirmative defenses related to The Financial Oversight

and Management Board for Puerto Rico v. U.S. Bank Nat’l Ass’n, Adv. Proc.

No. 19-00391 (D.P.R. July 1, 2019).

o Any other claims, theories, rights, and defenses related to, among other things,

their proofs of claims and/or the Master PREPA Bond Claim, including, but

not limited to, the scope of the asserted security interest in PREPA’s property,

assets, or revenues, whether the claims have recourse beyond moneys

deposited to the credit of the Sinking Fund, and other asserted rights related to

certain contractual covenants or statutory rights, including to seek

appointment of a receiver, an increase in PREPA’s electricity rates, or the

enforcement of collection of customers’ bills.

 Motion to Appoint Receiver and Dismiss Title III Case:

o Motion to Dismiss PREPA’s Title III Case.

o Any other motions, objections or joinders to these or such other motions or

objections that may be filed related to the requested relief, including, but not

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limited to, seeking to lift the automatic stay, the appointment of a receiver at

PREPA, and the dismissal of PREPA’s Title III Case.

Settlement of Outstanding Disputes with Fuel Line Lenders

Pursuant to the terms of the Fuel Line Lender PSA, and in exchange for the consideration

to be provided in the Plan, if the Fuel Line Lenders vote to accept the Plan, they agree to settle,

waive, release, and discharge all claims against PREPA and the Settling Bondholders, including

the following disputes (such disputes are summarized in Section V.G.3 of this Disclosure

Statement):

 Cortland Capital Market Services LLC v. The Financial Oversight and Management

Board for Puerto Rico, Adv. Proc. No. 19-00396 (D.P.R. July 9, 2019).

 Any other claims or rights related to the Fuel Line Loans, including, but not limited

to, the Fuel Line Lenders’ asserted priority and seniority over the Bonds pursuant to

any agreement.

Settlement of Outstanding Disputes with Vitol

Pursuant to the terms of the Vitol Settlement Agreement, and in exchange for the

consideration to be provided in the Plan, the following disputes in connection with Vitol will be

compromised and settled pursuant to the Plan (such disputes are summarized in Section

V.G.20-21 of this Disclosure Statement):

 Vitol’s Releases:

o Upon the effective date of the Plan, Vitol has agreed to release PREPA and

the Oversight Board from any and all claims and causes of action arising out

of or relating in any manner whatsoever to PREPA v. Vitol Inc. et al., Adv.

Proc. No. 19-00453 (D.P.R. Nov. 14, 2019).

o For the avoidance of doubt, the Vitol Settlement Agreement expressly

preserves any and all of Vitol’s claims, rights, and defenses related to the

avoidance action styled Special Claims Comm. v. Inspectorate America Corp.,

Adv. Proc. No. 19-00388 in Case No. 17-bk-3283-LTS, D.P.R.

 PREPA’s Releases:

o Upon the effective date of the Plan, PREPA has agreed to release Vitol from

any and all claims and causes of action arising out of or relating in any manner

whatsoever to PREPA v. Vitol Inc. et al., Adv. Proc. No. 19-00453 (D.P.R.

Nov. 14, 2019).

o For the avoidance of doubt, the Vitol Settlement Agreement expressly

preserves any and all of PREPA’s claims, rights, and defenses related to the

avoidance action styled Special Claims Comm. v. Inspectorate America Corp.,

Adv. Proc. No. 19-00388 in Case No. 17-bk-3283-LTS, D.P.R.

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Estimation of Allowed General Unsecured Claims

As described further herein, the Plan treats and discharges claims filed against PREPA,

including a class of General Unsecured Claims. While almost $6 billion of General Unsecured

Claims have been filed against PREPA, claims reconciliation remains ongoing by the Debtor, the

Oversight Board, and their professional advisors. Attached hereto as Exhibit O is a table

describing the asserted amounts of filed claims, as well as the Debtor’s current low and high

estimates for various categories of General Unsecured Claims and the current “Adjusted

Estimated Value,” reflecting the Debtor’s reasonably best projection regarding the ultimate

allowed amount of General Unsecured Claims for purposes of providing information to holders

of General Unsecured Claims regarding their potential recoveries under the Plan. Of course, as

noted in Article VIII of this Disclosure Statement, the recovery for holders of General Unsecured

Claims might be higher or lower depending on the actual amount of General Unsecured Claims

ultimately allowed. This uncertainty is unavoidable as the claim reconciliation process is

ongoing.

As described further on Exhibit O, the Debtor’s Adjusted Estimated Claim Value is

approximately $800 million, with a low estimated value of approximately $300 million and a

high estimated value of approximately $1.43 billion. The differences between the estimates are

attributable to six categories of General Unsecured Claims: (a) PPOA rejection damages claims,

(b) the grievances portion of UTIER’s proof of claim, (c) litigation claims, (d) a litigation claim

filed by UITICE, and (e) employee-related claims.

PPOA Claims.

Almost $3 billion of the General Unsecured Claims pool has been asserted by 12

1

counterparties to terminated PPOAs agreements or master PPOAs, each of whom alleges

millions of dollars (in certain cases, hundreds of millions) in damages relating to development

costs, loss of profits that such claimants believe they would have been entitled to under each

claimant’s respective PPOA, and other damages.

The Oversight Board anticipates it will object to certain PPOA claims in advance of Plan

confirmation. To develop its estimates, the Debtor and its professional advisors have

investigated and considered the viability of each of the three components of the PPOA claims.

The vast majority of the face value of such claims assert damages in the form of lost profits.

However, the Oversight Board believes the holders of PPOA claims are not entitled to claim any

such damages because (i) each of the PPOAs was terminated in accordance with its terms and

subject to provisions contained therein that prohibit the claimant from seeking additional

damages upon termination, (ii) the majority of the PPOAs contain a provision explicitly

prohibiting any claim on account of lost profits, and (iii) in any event, the claims do not provide

information sufficient to substantiate a lost profits damages claim. Section 13.3 of most of the

PPOAs provides that “[n]otwithstanding anything to the contrary in this Agreement, neither

1 Fourteen claims were filed by PPOA counterparties. Two of them, filed by AES and Ecoelectrica, relate to

ongoing contracts and have been resolved by the parties.

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Party . . . shall in any event be liable to the other Party . . . for claims . . . made by either Party for

lost profits . . . .” Accordingly, the Oversight Board’s estimates heavily discount the lost profits

component of the PPOA Claims, and eliminate such amounts in the low end of the estimate. The

Adjusted Estimated Value of the PPOA claims thus amounts to approximately $460 million,

which includes an adjustment for the lost profits aspects of these claims.

UTIER Grievances Claim

In addition to the contract damages claim, the UTIER POC asserts a claim in the amount

of approximately $1.1 billion in damages related to grievances and other claims under the

UTIER CBA. Following the filing of the proof of claim, the Debtor requested additional

information and supporting documentation from UTIER to support the asserted claim amount,

and received approximately 50,000 physical documents relating to various grievances asserted,

none of which included any valuation information or other supporting data. The Debtor’s

professionals have been diligently reviewing the claims asserted in the documentation provided,

with the assistance of the Debtor’s employees who have significant experience mediating union

claims. That review has identified approximately 26,000 individual grievance claims. Valuing

these claims with reference to historical claim valuation data, the Debtor believes the UTIER

grievances will be allowed in an Adjusted Estimated Value of approximately $230 million.

Litigation Claims

Approximately 200 proofs of claim were filed against the Debtor on account of various

litigations pending against PREPA, for an aggregate asserted total of approximately $545

million. In conjunction with its local counsel, who have been responsible for representing

PREPA in litigation since well before the filing of this Title III Case, the Debtor has been

diligently reviewing the claims asserted in the various litigations and, based upon its

understanding of the litigations asserted, as well as offers made or accepted with respect to the

claims in this category that have been included within the ADR process, have estimated the

Adjusted Estimated Value to be approximately $30 million.

UITICE Litigation Claim

UITICE, one of the Debtor’s previous employee unions, filed proof of claim number

80187, which asserts damages purportedly arising from modifications to PREPA’s health

benefits program for employees and retirees. PREPA and UITICE were parties to a collective

bargaining agreement that, among other things, provided retired UITICE employees and their

spouses “will receive the Comprehensive Health Program known as the AR Plan” and that the

“rules and conditions” of the Health Benefits Program to be provided pursuant to the CBA “shall

not be inferior to those currently in effect . . . or to the terms, conditions, and benefits negotiated

in this agreement. The provider network will be materially similar to the current network in case

of any change.” UITICE CBA, Art. XXV, § 4. PREPA later altered the health insurance

provider with similar coverage at a lower cost, recognizing savings of approximately $225

million. UITICE challenged PREPA’s action, and PREPA was later ordered to compensate

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retired members of UITICE for any loss of benefits they suffered, with such amount to be

substantiated in a separate proceeding. UITICE filed a proof of claim for the asserted amount of

$225 million, attaching only the judgment against PREPA as evidence in support of such

amount. PREPA disputes that UITICE’s represented employees suffered any damages as

coverage under the two health plans were substantially similar. PREPA has therefore requested

additional documentation from UITICE to support its asserted claim amount or to otherwise

substantiate the loss of benefits incurred by its members. Despite such requests, UITICE has to

date not responded and has failed to provide any documentation to support its asserted claim

amount. PREPA intends to object to this claim and believes it should be reduced to $0 absent

further documentary support for the alleged damages. However, the Adjusted Estimated Claim

value includes a reserve equating to an aggregate value of approximately $11 million, which

equates to approximately $22,500 per UITICE employee.

Employee Claims

Many PREPA employees have also asserted claims against PREPA in the aggregate

amount of approximately $15 million, relating to various employment-related issues such as

amounts allegedly owed on account of vacation pay, sick pay, Christmas Bonuses, and more.

Many of these asserted amounts relate to amounts such employees believe they were entitled to

earn above the amounts set forth in various Commonwealth laws, including, but not limited to,

the amounts for fringe benefits such as Christmas Bonuses, sick pay, and vacation pay in, among

others, Act 66-2014 and Act 26-2017. The Debtor believes that some of these claimed amounts

may be duplicative of UTIER’s claim for damages under the UTIER CBA as asserted in

Adversary Proceeding No. 17-00229, which was dismissed as to PREPA. Accordingly, the low

estimate for employee-related claims removes such asserted amounts, while the high estimate

includes all asserted claim amounts. The Debtor’s current Adjusted Estimated Value is

approximately $9 million.

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