230303 ORD APPROVING PREPA DS VERSION MARCH 3, 2023 1

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 NON-VOTING 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-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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Upon the motion (Docket Entry No. 23099 in Case No. 17-3283 and Docket Entry 

No. 3113 in Case No. 17-4780) (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) providing 

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 

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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further notice need be provided; and the Court having 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 Disclosure Statement for the Modified Second Amended Title III Plan of Adjustment 

of the Puerto Rico Electric Power Authority, dated March 1, 2023 (Docket Entry No. 3297 in Case 

No. 17-4780)4 (as the same may be amended or modified, including all exhibits and attachments 

thereto, the “Disclosure Statement”) and the Modified Second Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 (Docket Entry No.

3296) (as the same may be amended or modified, including all exhibits and supplements thereto, 

the “Plan”).

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(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 

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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 

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 (Docket Entry 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 

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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.

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 

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. 

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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 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 

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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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. 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, 

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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. 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,

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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. 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 

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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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. 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

8 Solicitation Packages shall be provided to Beneficial Owners of PREPA Revenue Bonds 

that are not insured and Non-Settling Monolines in Class 2.

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Class

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

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. 

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.

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.

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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 

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.

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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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.

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)

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230303 ORD APPROVING PREPA DS VERSION MARCH 3, 2023 15

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 

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.

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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 

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 

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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 

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 sites listed below open for the full period between April 10, 2023, and 

June 7, 2023:

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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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 

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.

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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 NonSettling 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 

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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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 

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 

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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 

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;

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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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.

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 

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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.

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 

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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

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 

16 The Balloting Agent is required to retain all paper copies of Ballots and all solicitationrelated 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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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. 23099 in Case No. 17-3283, and Docket 

Entry No. 3113 in Case No. 17-4780.

Dated: March 3, 2023

/s/ Laura Taylor Swain

Laura Taylor Swain

United States District Judge

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