Exhibit A

Supplemental Omnibus Reply Chart

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Exhibit A Page 1 of 14
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PREPA DS Supplemental Reply Chart

Argument Objection Response

AHC of National Claim Assignees Objection

Classification If the Court determines it will permit the Oversight Board to 

solicit votes on the Plan, the AHC requests the Court order the 

Oversight Board to include the language attached in “Exhibit 

A.” AHC Obj. p. 7.

The Oversight Board will incorporate the AHC’s proposed insert into the 

Disclosure Statement, with additions in underline and deletions struck. See 

Section VIII.A of the Disclosure Statement.

The Title III Court may determine the Assigned National Claims 

must be classified in Class 5 and 6 of the Plan.

National assigned a portion of its claims (the “Assigned National 

Claims”) to certain third parties (the “National Assignees”) on December 

24, 2021, which assignments were filed on the Docket of PREPA’s Title III

case on January 12, 2022 ECF Nos 2685 & 2686). A group of National 

Assignees have asserted that the Assigned National Claims must be treated 

the same as the claims of National as provided in the National Settlement. 

The Oversight Board proposes to treat the Assigned National Claims as 

Class 2 bond claims in the Plan. While the Oversight Board believes the 

Assigned National Claims have different legal rights than National’s claims 

because they hold uninsured bonds and did not enter into the National 

Settlement, among other reasons, if the National Assignees or others object 

to the confirmation of the Plan on this basis and prevail, it could have an 

adverse impact on voting and the confirmability of the Plan.

The Oversight Board’s voting scheme is discriminatory. While 

the Plan recognizes the Assigned National Claims as actual 

claims of National, it nevertheless classifies the Assigned 

National Claims as “Insured Bond Claims,” unable to vote or 

opt into Class 1 and relegated to Class 2. AHC Obj. p. 11.

The Amended Plan expressly carves out from the definition of National 

Insured Bonds the bonds that make up the Assigned National Claims. See

Amended Plan Art. I.A.148 (excluding from the definition of “National 

Insured Bonds” the “PREPA Revenue Bonds that National (a) satisfied all 

amounts due and owing thereunder and (b) sold, assigned, and transferred 

its interests and rights into certain third-party buyers.”). Accordingly, the 

AHC holds Uninsured PREPA Revenue Bonds and will be entitled to vote 

on the Amended Plan along with all other holders of Uninsured PREPA 

Revenue Bonds.

The AHC contends the CUSIPs identified on Exhibit E are Uninsured 

PREPA Revenue Bonds and thus should have been eligible to sign the 

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Exhibit A Page 2 of 14
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Argument Objection Response

Uninsured Bond Settlement Agreement. While the AHC has not indicated 

any of its members actually desire to agree to the Uninsured Bond 

Settlement Agreement, the Oversight Board will extend the offer to sign 

the Uninsured Bond Settlement Agreement to the members of the AHC 

with respect to the CUSIPs identified on Exhibit E to their objection until 

February 27, 2023, at 5:00 p.m. Eastern Standard Time.

Adequate 

Information

The complete lack of disclosure regarding even the existence of 

the Assigned National Claim, let alone any rationale supporting 

the separate classification and disparate treatment of the 

Assigned National Claims, and the claims retained by National, 

means the Disclosure Statement does not meet the threshold for 

providing adequate information. AHC Obj. p. 13.

There is no requirement that a plan proponent include in the disclosure 

statement its rationale for its classification or other plan provisions. The 

Oversight Board has added a slightly modified version of the AHC’s 

proposed insert with respect to their claims to the Disclosure Statement, as 

described above. See Section VIII.A of the Disclosure Statement. The 

Oversight Board’s justification for classifying the Assigned National 

Claims—which are at bottom Claims with respect to Uninsured PREPA 

Revenue Bonds—differently than National Insured Claims—is a matter to 

be determined at confirmation. Likewise, whether or not the treatment of 

the Assigned National Claims and the Class(es) in which they are placed 

is permissible is a matter to be determined at confirmation.

Trustee Supplemental Objection

Classification The Oversight Board cites no cases where bondholders under a 

single claim indenture are split into plan subclasses based on 

settlement status. All of the cases the Oversight Board cites 

involve creditors that already had the right to settle their claims 

under non-bankruptcy law. Trustee Supp. Obj. p. 3.

The Trustee ignores the plethora of case law the Oversight Board cited to 

in the Omnibus Reply that shows that settlement of a claim changes the 

treatment of the settled claim and requires separate classification of those 

claims. Omnibus Reply ¶ 31 (citing In re Corcoran Hosp. Dist., 233 B.R. 

449 (Bankr. E.D. Cal. 1999) (existence of settlement with creditor 

justified separate classification); In re Dow Corning Corp., 244 B.R. 634 

(Bankr. E.D. Mich. 1999) (same). Indeed, separate classification of 

different types of general unsecured claims, which otherwise have the 

same legal rights, are routinely done where a settlement exists with a subdivision of general unsecured claimholders. See In re PG & E Corp., 617 

B.R. 671, 685 (Bankr. N.D. Cal. 2020) (finding separate classification of 

claims all stemming from fires warranted in part because “each class 

receives distributions through different procedures tailored to that class, 

and the classes have accepted different treatment pursuant to executed 

settlement agreements”). The Trustee provides no reason why the Trust 

Agreement bars the same analysis here. The Trustee also fails to justify its 

attempt to deprive its beneficial holders of the right to settle their claims. 

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Exhibit A Page 3 of 14
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Argument Objection Response

By subdividing PREPA bondholders into subclasses based on 

settlement offers, the Oversight Board fails to secure an 

accepting vote by a single class of bondholders. This one-off 

settlement approach ensures a cramdown fight as well as other 

intercreditor disputes. Trustee Supp. Obj. p. 5.

The Trustee’s observations are not legal bars to enabling some 

bondholders to settle while others do not settle.

Adequate 

Information

The Disclosure Statement should include information regarding 

the general release, and discharge exculpation and injunction 

provisions of the Amended Plan to indicate that such provisions 

do not limit rights under the National Insurance Policies. 

Trustee Supp. Obj. p.7.

The Amended Plan does not impact the payment obligations of National 

under the National Insurance Policies. To ensure there is no ambiguity, 

the Oversight Board will add the following provision to the exculpation 

section of the Amended Plan (Article XXVII.D) and corresponding 

section of the Disclosure Statement, Section VI.N.4:

“For the avoidance of doubt, notwithstanding anything contained 

herein to the contrary, the terms and provisions of 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).”

The Disclosure Statement should include information regarding 

the HTA Plan limitation in the general release, and discharge 

exculpation and injunction provisions of the Amended Plan to 

preserve monoline insurance. Trustee Supp. Obj. pp. 6-7.

The Series B Bonds value depends on specific terms set forth in 

the New Master Trust Agreement; therefore, the Oversight 

Board should be required to file the New Master Trust 

Agreement before the Disclosure Statement is approved. Trustee 

Supp. Obj. p. 8.

The Disclosure Statement includes ample information regarding the terms 

of the Series B Bonds,1 which were further negotiated by National and 

detailed in the National PSA, which is attached to the Disclosure 

Statement. It also includes various risk factors that the Series B Bonds 

might not receive cash flow payments if PREPA cannot afford to pay its 

operating expenses, and that the Series B Bonds may trade under par. See

Section VIII.E. of the Disclosure Statement. The disclosed terms were 

sufficient for parties like National and the Fuel Line Lenders to agree to 

accept Series B Bonds. The New Master Indenture will reflect these 

material terms. Further, the New Master Indenture is required to be 

1 The definitions in the Amended Plan regarding the structure of the New Bonds and CVI are explained in Section VI.F.1 of the Disclosure Statement, and information regarding the 

Legacy Charge and Net Revenues are explained in Section II.B.3 of the Disclosure Statement. The Amended Plan sets forth, in Article XIX, provisions regarding the New Bonds 

and material terms with respect thereto to be contained in the New Master Indenture.

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Exhibit A Page 4 of 14
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Argument Objection Response

reasonably acceptable to the Fuel Line Lenders and National and may add 

additional protections for Bondholders

The Oversight Board will file the New Master Trust Indenture as part of 

the Plan Supplement seven days before the Voting Deadline. This timing 

is identical to the schedules utilized in the Commonwealth and HTA Title 

III Cases. See Case No. 17-bk-3283-LTS, ECF Nos. 18470, 18258. This 

is customary in chapter 11 bankruptcy cases as well. The Bond Trustee 

provides no compelling reason as to why the Oversight Board must 

deviate from this practice here for claimholders to cast an informed vote 

on the Amended Plan. It is not reasonably practicable for the New Master 

Indenture to be completed by the current deadline for the Disclosure 

Statement hearing. 

Committee Supplemental Objection

Adequate 

Information

The National Settlement adds more contingencies to the First 

Amended Plan, making the Disclosure Statement more 

complicated. The settlement introduces another “toggle” 

depending on whether the settlement (as it relates to the 

National Reimbursement Claim) passes muster. The “mostfavored-nation” option available to National introduces further 

uncertainty. UCC Supp. Obj. ¶¶ 18-19. 

As explained in the Omnibus Reply, the contingent nature of creditor 

recovery does not constitute grounds for withholding approval of a 

disclosure statement. See Omnibus Reply ¶¶ 89-93. The Disclosure 

Statement explains the contingencies relevant here, including those 

stemming from the National PSA. See Parts II.B and VI.C of the 

Disclosure Statement. As a policy, Bankruptcy favors settlements. To 

enter to the National PSA, National required that it would not be left 

behind if there is more favorable settlement in the future. The “most 

favored nation” provides for that contingency. Should the Oversight Board 

reach an agreement triggering the “most favored nation” clause in the 

National PSA, National’s recovery and the subsequent effect on creditor 

recovery overall will be easily quantifiable, as National will receive the 

exact same treatment as the hypothetical settling party receiving more 

favorable treatment. Thus, the impact would not be “unknown,” as the 

UCC suggests. Any such impact is unknowable at this time, as it is purely 

hypothetical.

In addition to delaying Plan voting until after the Amended Lien 

& Recourse Challenge has been resolved, the Committee should 

also be permitted to conduct in-person sessions with GUCs to 

explain the New Bonds Waterfall and the Committee’s 

opposition to the Amended Plan. UCC Supp. Obj. ¶ 20. 

The proposed order does not prohibit the Committee from conducting inperson sessions with its constituents. 

Provisions granting the Committee’s permission to conduct in-person 

meetings in the (i) Order (I) Approving Disclosure Statement, (II) Fixing 

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

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Argument Objection Response

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 ¶ 56 [Case No. 17-bk-3283-LTS, 

ECF No. 17639] and (ii) 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 ¶ 50 [Case No. 17-bk-3567-LTS, 

ECF No. 1248] were only incorporated following settlements with the 

Creditors’ Committee. These provisions were added pursuant to

Bankruptcy Code § 1125(e) because the Committee was a supporter of the 

plans of adjustment for the Commonwealth of Puerto Rico and the Puerto 

Rico Highways and Transportation Authority, and was therefore 

communicating its support for the plans of adjustment with its 

constituents. To the extent such communications would have been 

considered solicitation of the plans of adjustment under Bankruptcy Code 

§ 1125, these provisions provided that such communications were 

authorized communications. There is no basis to provide similar 

provisions here when the Committee has not signed any similar 

settlement. The Oversight Board will not, however, oppose the 

Committee communicating with its constituents as appropriate and 

consistent with relevant law. 

The Disclosure Statement does not explain the basis for 

estimating GUCs. Exhibit O is insufficient to explain the 

rationale behind the $800 million estimate. UCC Supp. Obj. ¶¶ 

21-22.

The Oversight Board has added a comprehensive discussion of its estimate 

of the GUC Pool in Section II.B.8 of the Disclosure Statement. It has 

also filed an updated Exhibit O regarding the same.

The Disclosure Statement does not explain PREPA’s supposed 

“full discretion” over current expenses. If this is true, it could 

give the Oversight Board unfettered discretion to allocate New 

Bonds between creditor groups according to who it deems to be 

a current expense. UCC Supp. Obj. ¶ 23.

This argument misconstrues the Oversight Board’s statement. As 

explained in the Omnibus Reply [ECF No. 3206-1 at A-11] “PREPA does 

not believe any general unsecured creditors can assert Current Expense 

priority.” The Oversight Board, however, holds the right to satisfy and 

settle PREPA’s outstanding debts in a Title III case. PROMESA §§ 305, 

315. Moreover, PREPA may settle claims arising from the Trust 

Agreement. See Trust Agreement at 1 (explaining that PREPA is granted 

the right to “determine the character of and necessity for all its 

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Argument Objection Response

expenditures and the manner in which they shall be incurred, allowed and 

paid”). The amended Disclosure Statement provides a detailed summary 

of the terms of and justification for the Fuel Line Lender PSA. See Parts 

II.B.1, II.B.4, II.B.6, II.B.7, VI.C.1, VI.C.2, VI.C.3, and VI.D.4 of the 

Disclosure Statement. While the Oversight Board is not required to 

explain the entirety of its reasoning in the amended Disclosure Statement, 

one of the reasons the Oversight Board determined to settle the Fuel Line 

Lenders’ claims to Current Expense status is, unlike other creditors, 

PREPA and Bondholders expressly agreed to treat them as Current 

Expenses and had referenced its agreements with Fuel Line Lenders in the 

Trust Agreement. 

AHIMSA Objection

Adequate 

Information

The Disclosure Statement fails to adequately detail or explain 

key material aspects of the settlement, and the legal and 

financial characteristics of the Series B-1 Bonds and CVI that 

are to be distributed to the settling and non-settling bondholders 

under the plan. AHIMSA Obj. ¶¶ 2; 4-5.

AHIMSA is a non-profit that asserts it is the beneficial owner of 

approximately $12 million of Uninsured PREPA Revenue Bonds. 

AHIMSA did not file an original objection to the Disclosure Statement.

The arguments it raised in its “supplemental” objection could have been 

and should have been raised at the original objection deadline, and 

supplemental objection it did file was filed after the 3:00 p.m. AST 

deadline for supplemental objections. Nonetheless, even if considered, 

AHIMSA’s objections to the adequacy of the Disclosure Statement are 

without merit. 

The key details of the Uninsured Bond Settlement Agreement are both 

described generally in the Disclosure Statement. (see Parts II.B.5 and 

II.B.7) and in the Amended Plan. Furthermore, the Oversight Board will 

attach, as an exhibit to the Disclosure Statement, the Uninsured Bond 

Settlement Agreement that was distributed to holders of Uninsured 

PREPA Revenue Bonds, just as the Oversight Board has done for the plan 

support agreements with the Fuel Line Lenders and National. See Exhibit 

R to the Disclosure Statement.

The terms of the Series B-1 Bonds and CVI are described in detail in the 

Amended Plan and Disclosure Statement. See generally Amended Plan 

Art. XIX and Disclosure Statement at Section VI.F.

The Settlement Agreement Notice requires claimholders to elect 

their treatment 4 days prior to the DS hearing, forcing holders to 

Determined to prove the adage that “no good deed goes unpunished,” 

AHIMSA criticizes the Oversight Board for offering the Uninsured Bond 

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Argument Objection Response

make a hasty decision without complete information. AHIMSA 

Obj. ¶6.

Settlement Agreement to holders of Uninsured PREPA Revenue Bonds. 

The Oversight Board has proposed such an offer to allow bondholders that 

may not have been part of the mediation an opportunity to settle their 

claims without taking the large risks other bondholders have chosen to 

take by pursuing their claims in the Amended Lien & Recourse Challenge. 

This offer is simply a choice the Oversight Board has made available, 

despite being under no obligation to do so. Bondholders are no worse off 

for having this option. If AHIMSA is unhappy about the terms of the 

settlement offer, it need not accept it. 

AHIMSA’s criticism relating to the disclosure of, and information 

contained in, the Uninsured Bond Settlement Agreement, are all 

inapposite, as the settlement offer is not a disclosure statement, and the 

adequate information standard under Bankruptcy Code § 1125 is not 

applicable to settlement offers. Moreover, the settlement offer was not an 

offer of securities and did not violate any applicable fraud regulations. 

See Omnibus Reply Chart [ECF No. 3201 at A-17]. 

Nonetheless, each criticism misses the mark. AHIMSA accuses the 

Oversight Board of providing insufficient time for holders of Uninsured 

PREPA Revenue Bonds to determine whether or not to sign the Uninsured 

Bond Settlement Agreement. The Oversight Board provided over twenty 

(20) days for holders of Uninsured PREPA Revenue Bonds. The 

Securities and Exchange Commission requires tender offers to be held 

open for a minimum of twenty (20) days. See Rule 14e-1. While the 

Uninsured Bond Settlement Agreement is not an offer with respect to 

securities, the Oversight Board found the twenty (20) day tender offer 

period to be instructive in determining how long to allow holders of 

Uninsured PREPA Revenue Bonds to consider whether or not to sign the 

Uninsured Bond Settlement Agreement. 

There are two reasons why the time within which holders of Uninsured 

PREPA Revenue Bonds have to sign the Uninsured Bond Settlement 

Agreement must be limited. First, it permits the Oversight Board to

include the number of Settling Bondholders and Settling Monolines in the 

Disclosure Statement to be approved by the Court and distributed to 

Holders of Claims, as the Settlement Offer Deadline is prior to the 

Disclosure Statement Hearing. Second, any bondholder settlement should

The Settlement Agreement Notice offers inadequate and 

materially misleading information (in particular, on account of 

National’s alleged preferable treatment). AHIMSA Obj. ¶¶ 8–9.

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Argument Objection Response

come before the Title III Court resolves the Amended Lien & Recourse 

Challenge. It would make no sense to permit bondholders to elect the 

settlement treatment even if they lose the Amended Lien & Recourse 

Challenge.

AHIMSA also criticizes the Oversight Board for indicating that monoline 

insurers will be offered a similar proposal. The Oversight Board did offer 

similar proposals to Syncora and Assured. While the National PSA differs 

from these offers, it was already known that the Oversight Board has 

reached an agreement in principle with National prior to the distribution of 

the settlement offer. As explained in the Supplemental Reply, the 

National PSA provides benefits to PREPA simply unavailable pursuant to 

the settlement offersto other holders of PREPA Revenue Bonds.

No matter the substance of that settlement or any other settlement 

proposals, however, it does not change the terms of the settlement made 

available via the Uninsured Bond Settlement Agreement, and in any event 

is not relevant to whether the Disclosure Statement contains adequate 

information.

AHIMSA’s argument that PREPA cannot settle in a higher amount to 

what they have provided the Settling Bondholders is without merits. The 

Oversight Board can always settle, and the standard is whether the

settlement is reasonable. The Settling Bondholders can decide not to take 

the settlement offered, or vote against the Amended Plan, but they cannot 

foreclose the Oversight Board from settling. In any event, as explained in 

the Supplemental Reply, the National settlement is not inherently better to 

the offer to Settling Bondholders because National’s recovery is fixed at 

71.65% and no CVI whereas Settling Bondholders could receive as high 

as 100% and will also receive a CVI.

Solicitation and 

Adequate 

Information

The Settlement Agreement Notice constitutes improper 

solicitation. AHIMSA. Obj. ¶ 7.

AHIMSA alleges that the Uninsured Bond Settlement Agreement is an 

improper solicitation because it locks the Settling Bondholders into the

settlement regardless of how they vote. However, this does not bear on 

whether their votes were improperly solicited. This Court, in line with 

other applicable jurisprudence, has found the concept of “solicitation” is 

narrowly defined to only occur when there is an official vote for or against 

a plan. See Omnibus Reply ¶¶ 79–85. No such vote has occurred and, 

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Argument Objection Response

indeed, settling bondholders are not even required to vote for the 

Amended Plan. As no votes have been solicited on the Amended Plan, no 

improper solicitation has taken place.

Even if there is no improper solicitation, the issue of whether 

the Disclosure Statement satisfies 1125(b) should be evaluated 

in conjunction with the Settlement Agreement Notice to 

claimholders. AHIMSA. Obj. ¶ 8.

The Settlement Agreement Notice is not a disclosure statement and does 

not need to meet the standards for approval of the disclosure statement. 

With respect to the Disclosure Statement, the Oversight Board will attach

the Uninsured Bond Settlement Agreement as an Exhibit to the Disclosure 

Statement (see Exhibit R to the Disclosure Statement), in addition to the 

ample descriptions of the settlement that have already been provided. See 

Parts II.B.5 and II.B.7 of the Disclosure Statement.

The Disclosure Statement also doesn’t provide information 

regarding: (1) when Series B-1 Bonds and CVI will be issued; 

(2) what their fair-market value is; and (3) whether that market 

value equates to the 50% recovery represented in the Plan and 

the Uninsured Bond Settlement Agreement. AHIMSA Obj. ¶ 

10.

The Series B Bonds and CVI will be issued on the Effective Date, and the 

Disclosure Statement makes clear that such date is subject to uncertainty 

and may never occur. See Disclosure Statement Section VIII.A. The

Disclosure Statement further makes clear that, like all securities, the 

Oversight Board cannot represent what the fair market value of the Series 

B-1 Bonds and CVI will be, and that such securities may trade at, above, 

or below their face amount. See Parts VIII.E and VIII.F of the Disclosure 

Statement

The Term Sheet attached to the Settlement Agreement Notice 

suggests settling bondholders are required to provide third-party 

releases but the scope and rationale is not addressed. AHIMSA

Obj. ¶ 11.

The consensual releases contained in the Term Sheet attached to the 

Settlement Agreement Notice are separate from the Amended Plan and the 

Disclosure Statement and have no bearing on the propriety of the releases 

contained in the Amended Plan, which is a confirmation issue. The 

limited consensual release consensual release in the Settlement Agreement 

will not be part of the confirmation order. They merely provide that a 

party that is settling their bond claim is releasing anyone that may be 

liable on that bond claim. Any Holder of an Uninsured PREPA Revenue 

Bond that does not wish to provide the release set forth in the Uninsured

Bond Settlement Offer is not obligated to become a party thereto.

Further, the release provision of the Uninsured Bond Settlement 

Agreement is consistent with what the Oversight Board negotiated with 

the Fuel Line Lenders. That release provision provides: “The Parties 

shall release each other to the maximum extent permitted by law. At the 

request of the FOMB, the Fuel Line Lenders shall release any other party 

in interest that may be liable on account of the Fuel Line Loans.”

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Argument Objection Response

The purpose of the release is that Settling Bondholders would know that 

they will only get the recovery that their class will get under the Amended

Plan and no other recovery on their bond claim is available for them. The 

Oversight Board may need to have the ability to enforce such limited 

release if it strikes additional settlements. 

The Disclosure Statement does not advise that the Uninsured 

Bond Settlement Agreement is essentially an option contract for 

the benefit of the Oversight Board, which it may unilaterally 

terminate. AHIMSA Obj. ¶ 12.

The Oversight Board will include the Uninsured Bond Settlement 

Agreement as an attachment to the Disclosure Statement, allowing any 

party to interest to review for itself the termination events. That satisfies 

the adequate information standard under Bankruptcy Code § 1125.

In any event, the termination events do not render the Uninsured Bond 

Settlement Agreement illusory. The Oversight Board is bound by the 

settlement except in the limited circumstances set forth in the Uninsured 

Bond Settlement Agreement. See Uninsured Bond Settlement Agreement 

§ 10.02(a)(ii)–(xi). Notably, none of the termination events are related to 

a favorable outcome for the Oversight Board in the Amended Lien & 

Recourse Challenge. In other words, the Oversight Board remains bound 

to provide Settling Bondholders fifty (50) cents on their claim in the form 

of cash and Series B Bonds, even if the Oversight Board obtains an order 

disallowing substantially all claims of the Bond Trustee and Non-Settling 

Bondholders.

PV Properties Supplemental Objection

Adequate 

Information

PV Properties asserts the Disclosure Statement attempts to bypass PREB’s authority, as established by Act 57-2014 and Act 

17-2019, to set PREPA’s rates. PV Properties Supp. Obj. ¶¶ 9–

10, 14–17, 19–21.

PV Properties’ objection relates to the substance of the Amended Plan, 

rather than adequate disclosure. Accordingly, it should be considered in 

connection with confirmation rather than the disclosure statement stage. 

Moreover, PV Properties is not PREB and has no regulatory authority. 

PV Properties has no standing to complain of supposed violations of 

PREB’s authority. 

Nonetheless, pursuant to § 6.3(p) of Act 57-2014, as amended, PREB is 

required to “[e]nsure that the powers and authorities exercised by PREB 

over [PREPA] . . . including those related to rate review or approval, 

guarantee that [PREPA] meet its obligations to bondholders.” Act 57, § 

6.3(p). As such, Act 57-2014, as amended, requires PREB set a rate at a 

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Argument Objection Response

level sufficient to fund PREPA’s payment to bondholders. PREB will 

therefore need to approve a rate and other obligations that provides the 

payments to bondholders contemplated by the Amended Plan. PREB is, 

therefore, subject to the governing authorities, and must set a rate 

sufficient to pay PREPA’s debt as restructured in the Amended Plan. 

Moreover, under § 6.3(q), PREB’s approval rights with respect to

PREPA’s debt issuances do not apply to bond issuances under Title III or 

Title VI of PROMESA.

PV Properties requests additions and modifications relating to 

the Legacy Charge. PV Properties Supp. Obj. ¶¶ 24-25.

PV Properties’ proposed revisions inappropriately seek to modify the 

terms of the Amended Plan, they do not provide additional information or 

clarify information already included in the Disclosure Statement. As such, 

the Debtor will not incorporate them. PV Properties can raise these 

revisions in connection with confirmation if it so chooses.

SREAEE Supplemental Objection

Adequate 

Information: 

PayGo Trust

The Disclosure Statement fails to specify the source of funds 

regarding the initial million-dollar deposit of the PREPA PayGo 

Trust. Additionally, this million-dollar figure was arbitrarily 

selected. SREAEE Supp. Obj. ¶¶ 8-9; 13.

The Amended Plan provides administrative expenses of the PREPA 

PayGo Trust will be funded on the Effective Date in the amount of $1 

million out of PREPA’s current assets. This is a relatively small sum that 

PREPA can easily fund from its cash on hand on the Effective Date. 

Adequate 

Information: 

Savings 

Analysis

The Disclosure Statement should discuss why the Oversight 

Board is anticipating poor performance on behalf of PREPA to 

meet its obligations. SREAEE Supp. Obj ¶ 19.

The SREAEE misunderstands the Oversight Board’s position. The 

Oversight Board is opposed to defined benefit pension plans because of 

their poor performance historically. Rather than “projecting poor 

performance” for PREPA, the Oversight Board observes that PREPA has 

never met its previous obligations and likely cannot afford to do so 

moving forward.

Adequate 

Information: 

The Legacy 

Generation 

The discussion of the Genera PR contract does not include any 

information regarding the effect of the transaction and the 

inevitable mobilization of most of PREPA’s remaining 

workforce on the projected savings of the proposed pension 

reform. SREAEE Supp. Obj. ¶ 20.

Adequate information only requires information that is “reasonably 

practicable” under the circumstances. 11 U.S.C. § 1125(a)(1). The 

Legacy Generation Asset O&M Agreement was only recently announced 

and approved. At this time, it is unclear how the agreement will impact the 

number of ongoing participants in the pension plan. While there will 

likely be very few Represented Employees following the transition, it is 

unknown how many PREPA employees will stay at PREPA, move to 

Genera or choose to transfer to the Commonwealth or other public 

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Argument Objection Response

Asset O&M 

Agreement2

employers. As with the former PREPA employees who transferred to the 

Commonwealth or other public employers following the transition to 

LUMA Energy, SREAEE may argue that PREPA employees who transfer 

to the Commonwealth or other public employers following the transition 

to Genera are entitled to continue to participate in PREPA ERS, while 

those who move to Genera are not.

The Debtor has added information pertaining to this issue to Section

III.B.6 of the Disclosure Statement.

Additionally, SREAEE makes much of the fact that the Disclosure 

Statement filed on December 16, 2022, did not include any information 

regarding the Legacy Generation Asset O&M Agreement. SREAEE 

omits at the time of filing the initial Disclosure Statement, the Legacy 

Generation Asset O&M Agreement was not finalized or approved. The 

Legacy Generation Asset O&M Agreement was not entered into until 

January 24, 2023. The Disclosure Statement has since been updated to 

include a summary of the Legacy Generation Asset O&M Agreement. 

See Section III.F.5.ii of the Disclosure Statement.

UTIER Supplemental Objection

Adequate 

Information: 

The Legacy 

Generation 

Asset O&M 

Agreement

The Disclosure Statement does not include any information 

regarding the effect of the Genera PR transaction and the 

inevitable mobilization of most of PREPA’s remaining 

workforce on the projected savings for the rejection of the CBA.

UTIER Supp. Obj. ¶ 8.

UTIER’s contention that the Disclosure Statement does not include 

information about the effect of the agreement on PREPA’s remaining 

workforce is incorrect. The Disclosure Statement, as amended, indicates 

that the projected savings, following the transition, would “reduce to a 

minimal amount as PREPA would be left with very few Represented 

Employees.” See Section III.B.5 of the Disclosure Statement.

The Oversight Board should provide its own analysis of 

estimated savings expected from the implementation of the 

Legacy Generation Asset O&M Agreement. UTIER Supp. Obj.

¶ 11.

As UTIER acknowledges, the Disclosure Statement provides Genera’s 

estimate of savings expected from the implementation of the Legacy 

Generation Asset O&M Agreement. See Section III.F.5.ii of the 

Disclosure Statement. Nonetheless, UTIER argues the Oversight Board 

should provide its own analysis of such savings. UTIER identifies no 

2 SREAEE and UTIER make much of the fact that the Disclosure Statement filed on December 16, 2022, did not include any information regarding the Legacy Generation Asset 

O&M Agreement. SREAEE omits at the time of filing the initial Disclosure Statement, the Legacy Generation Asset O&M Agreement had not come into existence (it was entered 

into on January 24, 2023). The Disclosure Statement has since been updated to include a summary of the Legacy Generation Asset O&M Agreement. See Section III.F.5.ii of the 

Disclosure Statement.

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Argument Objection Response

reason why Genera’s estimate is inadequate, and, at this time, it is not 

reasonably practicable for the Oversight Board to provide its own analysis 

given the Legacy Generation Asset O&M Agreement was just executed on 

January 24, 2023.

It is “unclear from the Amended Disclosure Statement whether 

the O&Ms are a burden or a relief,” which it asserts is an 

essential characterization for the Disclosure Statement to 

contain adequate information. UTIER Supp. Obj. ¶ 11.

The Debtor has described the benefits of the agreements with LUMA 

Energy and Genera throughout the Disclosure Statement. See Parts I.C. 

and III.F.5 of the Disclosure Statement. While both agreements impose 

obligations on PREPA, these agreements serve as crucial pieces to the 

necessary overall transformation of Puerto Rico’s energy sector, as 

required by PREPA’s certified fiscal plans for the last several years. 

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