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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 ESTABLISHING, AMONG OTHER THINGS,

PROCEDURES AND DEADLINES CONCERNING OBJECTIONS TO 

CONFIRMATION AND DISCOVERY IN CONNECTION THEREWITH

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 (the “Commonwealth”) (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. 23100 in Case No. 17-3283 and Docket Entry 

No. 3114 in Case No. 17-4780, the “Motion”)2 dated December 16, 2022, of the Puerto Rico 

Electric Power Authority (“PREPA”), by and through the Financial Oversight and Management 

Board for Puerto Rico (the “Oversight Board” and in its capacity as representative of PREPA, the 

“Debtor”), as sole Title III representative of the debtors under PROMESA Section 315(b), 

requesting entry of an order establishing, among other things, procedures and deadlines concerning 

objections to confirmation and discovery in connection therewith, all as more fully set forth 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 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, and in accordance with the Court’s 

Order Concerning Modifications to Proposed Discovery and Confirmation Schedule (Docket 

Entry No. 23636 in Case No. 17-3283 and Docket Entry No. 3284 in Case No. 17-4780) entered 

on February 27, 2023, (the “February 27 Order”) it is hereby ORDERED as follows:

1. The Motion is GRANTED as set forth herein.

2. Except to the extent provided herein, any remaining Objections are 

overruled.

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

in the Motion.

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of the Plan on or before the Objection Deadline, as applicable, to object to the presentation thereof 

and (b) such other rights afforded by the Federal Rules of Evidence and applicable law. In the 

event that parties intend to introduce such testimony by the submission of one or more declarations, 

(i) such declarations shall be filed with the Court and served in accordance with the Local Rules 

no later than June 21, 2023, and (ii) any such declarant shall be present at the Confirmation 

Hearing and be available for cross-examination. 

Plan Depository

7. The procedures set forth in Exhibit 1, Exhibit 2 and Exhibit 3 attached to 

the Court’s Order (I) Scheduling a Hearing to Consider the Adequacy of Information Contained 

in the Disclosure Statement, (II) Establishing the Deadline for Filing Objections to the Disclosure 

Statement and Replies Thereto, (III) Approving Form of Notice Thereof, (IV) Establishing 

Document Depository Procedures in Connection Therewith, and (V) Granting Related Relief 

(Docket Entry No. 23159 in Case No. 17-3283 and Docket Entry No. 3132 in Case No. 17-4780, 

the “DS Hearing Scheduling Order”) shall apply in equally full force and effect to the Depository 

and be unmodified except to the extent set forth herein: 

a. To the extent not already uploaded to the Depository, on or before the date 

that is ten (10) days following entry of this Order, the Debtor shall populate 

the Depository to include, in addition to the documents previously residing 

in the Depository, at least the following documents (collectively, the 

“Documents”):

i. Debtor’s relevant non-privileged documents relied upon by the 

Debtor in analyzing its assets and the various claims asserted against 

it; and

ii. Debtor’s relevant non-privileged documents concerning the Best 

Interests Test Report set forth in the Disclosure Statement.

8. Any party in interest who (a) provides the information requested on the 

Depository website and attests to the truth of such information shall be provided access to the 

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Depository, and (b) executes the Protective Order by submitting an electronic version of the 

subscription in the form annexed to the DS Hearing Scheduling Order as Exhibit 3 (a “Protective 

Order Subscription”) on the Depository website shall be provided access to documents in the 

Depository that have been designated as Confidential. In addition, any representative of a party in 

interest who executes a Protective Order Subscription shall receive access to documents in the 

Depository that have been designated as Confidential. 

9. Notwithstanding the placement of any document in the Depository and the 

review of any such document by a party in interest, the Debtor shall maintain the right to object to 

the use or introduction of any document in the Depository in any matter or proceeding on relevance 

grounds, on privilege grounds, or as otherwise permitted in accordance with the Federal Rules of 

Evidence and applicable law; provided, however, that, to the extent that a document contained in 

the Depository has been created by the Debtor, it shall have waived the right to object to the use 

or introduction of such document on the basis of authenticity. Additionally, to the extent that the 

Debtor inadvertently includes privileged materials in the Depository, it shall not be deemed to 

comprise any waiver of any applicable privilege. Such protective measures are necessary to 

provide the requesting parties access to relevant materials in a timely and efficient manner. 

10. Consistent with the Terms and Conditions Order, as amended from time to 

time, no “Settlement Proposals” (as defined therein) received by the Debtor from any of the 

Mediation Parties, shall be included in the Depository or has been produced to any party in interest. 

Prior to producing any Documents received by the Debtor from any of the Mediation Parties, the 

Debtor agrees to (i) confirm that such Documents have not been designated to constitute a 

“Settlement Proposal” under the Terms and Conditions Order and (ii) provide such producing party 

or parties two (2) business days’ notice of its intent to produce such Documents, during which the 

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producing party or parties may review and confirm that the Documents do not constitute a

“Settlement Proposal” as defined in the Terms and Conditions Order. Additionally, to the extent 

that the Debtor inadvertently includes any “Settlement Proposals” in the Depository, it shall not 

be deemed to comprise any waiver of any applicable rights or privileges.

Discovery

11. Parties in interest that wish to participate in discovery and/or obtain access 

to the Depository must file a Discovery Notice.

12. Parties in interest who file a Discovery Notice on or before April 7, 2023

shall be able to (i) access documents in the Depository, and (ii) to participate in other discovery, 

including serving their own discovery requests and participating in questioning at depositions, as 

set forth in the schedule listed above and in paragraphs 12 through 22 below. 

13. Nothing herein shall preclude (i) parties in interest who do not file a 

Discovery Notice from filing an Objection to confirmation of the Plan on or before the Objection 

Deadline and (ii) parties in interest from seeking discovery of any party, other than the Debtor, in 

connection with a properly filed objection to confirmation of the Plan and the party from whom 

discovery is sought objecting thereto.

Additional Discovery

14. In addition to being provided access to the Depository, subject to the 

requirements outlined above, any party in interest who has filed a Discovery Notice by April 7, 

2023, may serve upon or notice the Debtor the following types of discovery requests in connection 

with the Confirmation Hearing (collectively, the “Permitted Discovery”), as set forth in paragraphs

14 through 22 below. Fact discovery will conclude on May 26, 2023 (the “Fact Discovery 

Deadline”).

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15. Pursuant to Rule 34 of the Federal Rules of Civil Procedure, as incorporated 

by Bankruptcy Rules 7034 and 9014, parties in interest who have filed a Discovery Notice by 

April 7, 2023 may serve requests for production of non-depository documents (“Production 

Requests”) on or before April 14, 2023; provided, however, if a party in interest has served a 

Production Request on or before April 14, 2023, such party in interest may serve one (1) additional 

Production Request on or before May 8, 2023. Parties in interest may serve Production Requests 

only following their filing of a Discovery Notice. Notwithstanding anything otherwise contained 

here, recipients of Production Requests shall be required to respond to such Production Requests, 

including any objections thereto, within seven (7) days after being served with such Production 

Requests; provided, however, that recipients of Production Requests may respond later than seven 

(7) days after being served, should (a) the parties to the Production Requests agree on an alternative 

deadline, and (b) such responses and objections are served on or before the Fact Discovery 

Deadline. Production Requests do not need to be accompanied by any certification regarding the 

lack of any documents responsive to such requests in the Depository. Nevertheless however, if 

the Debtor believes that documents or information requested in a Production Request are already 

in the Depository, the Debtor’s responses and objections to such Production Request shall direct 

the requesting party to such documents with specificity. 

16. Nothing contained herein shall inhibit the rights of (a) a recipient of a 

discovery request to object or respond as permitted by the Federal Rules of Civil Procedure 

governing discovery, as incorporated by the Bankruptcy Rules, as made applicable by PROMESA 

Section 310; or (b) a party from serving up to two (2) Production Requests in accordance with the 

applicable deadlines established pursuant to this Order. 

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17. Under Rule 33 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7033 and 9014, parties in interest may serve up to fifteen (15) interrogatories

(“Interrogatories”), including subparts, on or before April 21, 2023. The deadline for recipients 

of Interrogatories to respond to such Interrogatories, including any objections thereto, is ten (10) 

days after being served with such Interrogatories; provided, however, that recipients of 

Interrogatories may respond later than ten (10) days after being served, should (a) the parties to 

the Interrogatories agree on an alternative deadline, and (b) such responses and objections are 

served on or before the Fact Discovery Deadline. 

18. Under Rule 36 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7036 and 9014, parties in interest may serve requests for admission (“Admission 

Requests”) on or before May 26, 2023 solely with respect to the authentication of documents 

intended to be offered as exhibits at the Confirmation Hearing. Recipients of Admission Requests 

shall serve their responses within four (4) business days of service of such Admission Requests. 

19. Pursuant to Rule 30 of the Federal Rules of Civil Procedure, as incorporated 

by Bankruptcy Rules 7030 and 9014, parties in interest may serve Initial Notices of Deposition on 

or before April 28, 2023. Notwithstanding the deadline for Initial Notices of Deposition, the 

Debtor or parties in interest who have filed Objection Notices may file Follow-up Deposition 

Notices; provided, however, that all depositions, whether pursuant to an Initial Deposition Notice 

or a Follow-Up Deposition Notice, must be completed by the Fact Discovery Deadline for fact 

witnesses and the Expert Discovery Deadline for expert witnesses; and provided, further, that an 

Eligible Creditor who has timely filed a Discovery Notice on or before April 7, 2023, may 

participate at such deposition by remote means or in-person. Any party in interest that files an 

Objection to confirmation of the Plan during the period up to and including the Objection Deadline, 

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shall be entitled to attend (by remote means or in-person), solely as an observer, the deposition of 

the deponent designated in a Deposition Notice. With regard to depositions, and the exhibits 

thereto, in which the witness will testify about Confidential Information (as defined in the DS 

Hearing Scheduling Order) and which is subject to the Protective Order for the Depository, the 

noticing party shall take all necessary steps to ensure that parties in interest attending such 

deposition and who will have access to the exhibits have signed the Protective Order Subscription 

on the Depository website. 

20. Pursuant to Rule 30(d)(1) of the Federal Rules of Civil Procedure, as 

incorporated by Bankruptcy Rule 7030, unless otherwise agreed to by the parties or as directed by 

the Court, depositions shall be limited to one (1) day of seven (7) hours, and parties permitted to 

take any such depositions shall be required to allocate such time among such parties; provided, 

however, that, if additional time is needed to fairly examine the deponent or if the deponent, 

another person, or any other circumstance impedes or delays the deposition, then the Court, 

consistent with Rule 26(b)(2) of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rule 7026, shall consider and grant additional time if appropriate. 

21. Any documents produced between non-Debtor parties in interest shall be 

contemporaneously produced to the Debtor and included by the Debtor in the Depository. 

Discovery Disputes

22. In the event that a discovery dispute (a “Discovery Dispute”) arises, the 

parties to the Discovery Dispute shall meet and confer in an attempt to resolve the Discovery 

Dispute (the “Dispute Conference”). If the parties to the Discovery Dispute are not able to resolve 

the Discovery Dispute during the Dispute Conference, (a) within one (1) business day of the 

Dispute Conference, the parties involved in the Discovery Dispute shall inform the Court of the 

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existence of such Discovery Dispute via the filing of a joint informative motion in Case No. 17-

4780 and the Court shall schedule a chambers conference, telephonic, virtual or in-person

conference, as soon as possible to resolve or rule upon any such issues involved in such Discovery 

Dispute; and (b) within three (3) business days of the Dispute Conference, each of the parties to 

such Discovery Dispute shall provide the Court with a letter, via email to 

deindprcorresp@mad.uscourts.gov, describing the issues associated therewith and setting forth the 

legal support for the position taken by such party. Upon resolution of a Discovery Dispute, the 

Court shall file an order on the docket in Case No. 17-4780. Pending resolution of any such 

Discovery Dispute, the parties to such Discovery Dispute shall cooperate and provide such 

discovery which is not the subject of any such dispute. 

23. Notwithstanding the above, the parties may adjust specific deadlines set by 

the Court for any discovery matter without leave of Court, except for dates relating to (a) the filing 

of matters or documents with the Court, or (b) hearing dates. 

Expert Witnesses and Reports

24. On or before April 14, 2023, the Debtor and parties in interest shall file 

Opening Expert Disclosures setting forth the names of the initial expert witnesses that such party 

anticipates presenting at the Confirmation Hearing. 

25. Notwithstanding the requirement under Rule 26(a)(2)(B) of the Federal 

Rules of Civil Procedure, made applicable by Bankruptcy Rule 7026, to disclose an expert report 

at the time of disclosure of the identity of expert witnesses, the Debtor and any party in interest 

who has timely disclosed the identity of an expert witness on its Fact Witness List or Opening 

Expert Disclosure, shall file its Opening Expert Report(s) on or before April 28, 2023. With 

respect to Opening Expert Reports that rely on, reference, and/or are based on confidential 

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information, such Opening Expert Reports will be filed with the confidential information redacted, 

and the proffering party shall provide an unredacted copy to (i) the Debtor, for uploading as a 

confidential document to the Depository, and (ii) the Court. The Opening Expert Reports uploaded 

to the Depository, and which contain confidential information, shall be governed by the Protective 

Order for the Depository.

26. On or before May 8, 2023, the Debtor and each party in interest shall file 

Rebuttal Expert Witness Disclosures, setting forth the names of the rebuttal expert witnesses that 

such party anticipates presenting at the Confirmation Hearing. The Debtor and each party in 

interest who has timely disclosed the identity of an expert witness in a Rebuttal Expert Witness 

Disclosure shall file the accompanying Rebuttal Expert Report on or before May 15, 2023. With 

respect to Rebuttal Expert Reports that rely on, reference, and/or are based on confidential 

information, such Rebuttal Expert Reports will be filed with the confidential information redacted, 

and the proffering party shall provide an unredacted copy to (i) the Debtor, for uploading as a 

confidential document to the Depository, and (ii) the Court. The Rebuttal Expert Reports uploaded 

to the Depository, and which contain confidential information, shall be governed by the Protective 

Order for the Depository.

Pre-Confirmation Hearing Conference

27. During the week of July 10, 2023, the Court shall hold a pre-trial 

conference in advance of the Confirmation Hearing to discuss any outstanding motions in limine, 

the schedule for the Confirmation Hearing and presentation of testimony in support and in 

opposition to confirmation of the Plan, the number of witnesses to be presented, including, without 

limitation, the persons on the Witness Lists, as the same may have been revised, the estimated time 

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for presentation of any such witnesses’ testimony and the pre-admission of exhibits to be offered 

at the Confirmation Hearing. 

28. For purposes of the Confirmation Hearing, direct testimony shall be by 

Witness Declaration or deposition transcript, in accordance with the deadlines set forth above. 

Such presentation of direct testimony by the Debtor shall be subject to (a) the rights of any party 

that has filed an Objection to confirmation of the Plan on or before the Objection Deadline to 

object to the presentation thereof, and (b) such other rights afforded by the Federal Rules of 

Evidence and applicable law. Such presentation of direct testimony by any party in interest shall 

be subject to (a) the rights of the Debtor to object to the presentation thereof, and (b) such other 

rights afforded by the Federal Rules of Evidence and applicable law. Any such declarant shall be 

present at the Confirmation Hearing and be available for cross-examination and rebuttal testimony, 

if any. 

29. Notwithstanding the deadlines set forth above for the Debtor to file a 

Proposed Confirmation Order and Proposed Findings of Fact and Conclusions of Law, the Debtor 

shall file a final proposed confirmation order and final proposed findings of fact and conclusions 

of law shortly after conclusion of the Confirmation Hearing, in accordance with further 

instructions by the Court, and which shall be annotated to the transcript of the Confirmation 

Hearing. 

Confidentiality4

30. The Protective Order governing Confidential Information attached as 

Exhibit 2 to the DS Hearing Scheduling Order shall remain in full force and effect.

4 Capitalized terms used in this “Confidentiality” section, but not otherwise defined herein 

shall have the meaning ascribed to those terms in the Protective Order.

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31. In addition, pursuant to Federal Rule of Evidence 502(d), it is ordered that 

any inadvertent disclosure of Confidential Information by the Debtor in connection with this Title 

III Case shall not be deemed to comprise any waiver of any applicable privilege, with such order 

to be enforceable in any and all other federal and state court proceedings.

32. No Warranty of Accuracy. Each party accessing the Depository

understands that the Debtor will endeavor to include in the Confidential folders in the Depository 

materials relevant for the purpose of evaluation of the Plan, but each party acknowledges that the 

Debtor does not make any representation or warranty as to the accuracy or completeness of any 

Confidential Information so provided, and the Debtor shall not have any liability to any party or 

its Representatives resulting from the use of such information by a party or its Representatives.

33. No Waiver. No failure or delay in exercising any right, power or privilege 

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude 

any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Notice

34. Within five (5) Business Days of entry hereof, or as soon as practicable 

thereafter, the Debtor shall cause the Balloting Agent (as defined in the Disclosure Statement 

Motion) to complete the mailing of this Order, together with a copy of the Notice of Intent to 

Participate in Discovery for Confirmation of PREPA Plan of Adjustment, a copy of which is 

attached hereto as Exhibit 1, in accordance with the Bankruptcy Rules and the Local Rules.

Jurisdiction

35. This Court shall retain jurisdiction to hear and determine all matters arising 

from or related to the implementation, interpretation, or enforcement of this Order.

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36. This Order resolves Docket Entry No. 23100 in Case No. 17-3283 and 

Docket Entry No. 3114 in Case No. 17-4780. 

SO ORDERED.

Dated: March 1, 2023

 /s/ Laura Taylor Swain

LAURA TAYLOR SWAIN

United States District Judge

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