IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

PROMESA 

Title III 

No. 17-BK-3283-LTS 

(Jointly Administered) 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor. 

PROMESA 

Title III 

No. 17-BK-4780-LTS 

(Jointly Administered) 

DEBTOR’S PRELIMINARY LIST OF WITNESSES TO BE 

OFFERED IN SUPPORT OF CONFIRMATION OF PLAN OF ADJUSTMENT 

To the Honorable United States District Court Judge Laura Taylor Swain:

The Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”), 

as the sole Title III representative of the Puerto Rico Electric Power Authority (“PREPA”), 

pursuant to section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability Act 

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-5233-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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(“PROMESA”)2 (the Oversight Board, in its capacity as Title III representative of PREPA, is 

referred to as the “Debtor”), respectfully submits this Preliminary Fact Witness List (as defined 

below):

Debtor’s Preliminary Fact Witness List 

1. On March 3, 2023, the Court entered the Amended and Restated Order 

Establishing, Among Other Things, Procedures and Deadlines Concerning Objections to 

Confirmation and Discovery in Connection Therewith [ECF No. 3305]3 (the “Order”). Under the 

Order, the Debtor is required “to file a preliminary fact witness list and topics about which each 

witness will testify” by March 11, 2023. Order ¶ 3. 

2. In accordance with the Order, the Oversight Board files its preliminary fact witness 

list, setting forth an initial list of witnesses who may testify on behalf of the Debtor in support of 

confirmation of the Modified Second Amended Title III Plan of Adjustment of the Puerto Rico 

Electric Power Authority [ECF No. 3296] (as it may be amended, modified, or supplemented, the 

“Plan”)4 and the topics about which each witness is expected to testify (the “Preliminary Fact 

Witness List”). The Oversight Board reserves the right to amend the Preliminary Fact Witness 

List as trial planning proceeds and to: (i) add or remove witnesses; and (ii) modify the topics about 

which witnesses may testify to address responses or objections interposed with respect to 

confirmation of the Plan or to further support confirmation of the Plan.5 

1. David A. Skeel, Jr.: Chairperson of the Oversight Board: May provide fact testimony 

showing the Plan complies with the provisions of PROMESA section 314(b)(1), including, 

without limitation, that it complies with the provisions of Bankruptcy Code sections 

2

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

3

 Unless otherwise specified, references to the docket are to Case No. 17-BK-04780-LTS. 

4

 Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. 

5

 Not identified on this Preliminary Fact Witness List are retained expert witnesses and non-retained experts whose 

testimony is expected to be limited to opinion testimony. Such witnesses, if any, will be identified pursuant to the 

deadlines established by the Order. 

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1122(a), 1122(b), 1123(a)(1), 1123(a)(2), 1123(a)(3), 1123(a)(4), 1123(a)(5), 1123(b)(1), 

1123(b)(2), 1123(b)(3), 1123(b)(5), 1123(b)(6), 1123(d), 1129(a)(2), 1129(a)(3), 

1129(a)(6), 1129(a)(8) (if applicable), 1129(a)(10), 1129(b)(1), and 1129(b)(2), 

PROMESA section 314(b)(2), 314(b)(3), 314(b)(4), 314(b)(5), 314(b)(6), and 314(b)(7). 

Mr. Skeel may also provide testimony about facts showing (i) the Fuel Line Lender PSA, 

the National PSA, the Vitol Settlement Agreement, and Uninsured Bondholder Settlement 

Agreement (collectively, the “Plan Settlements”) are reasonable, (ii) the releases, 

injunctions, and exculpation provisions provided in the Plan are reasonable and 

appropriate, integral to the Plan, and constitute an essential component of the compromises 

identified above and in the Plan, and (iii) certain of the Commonwealth statutes the 

Oversight Board contends are preempted, or portions thereof, are inconsistent with 

PROMESA.

2. Robert F. Mujica, Jr.: Executive Director of the Oversight Board: May provide testimony 

showing the Plan complies with the provisions of PROMESA section 314(b)(6) and 

314(b)(7), and Bankruptcy Code sections 1122(a) and 1129(b)(1), specifically as those 

sections may relate to certain of the Oversight Board’s considerations in formulating the 

Plan of Adjustment. 

3. David Brownstein*: Managing Director, Citigroup Global Markets Inc.: May provide 

testimony showing the Plan complies with the provisions of PROMESA sections 314(b)(6) 

and 314(b)(7) and Bankruptcy Code section 1122(a). Mr. Brownstein may also provide 

testimony about facts showing (i) some or all of the Plan Settlements are reasonable, (ii) 

the releases provided in the Plan are reasonable and appropriate, integral to the Plan, and 

constitute an essential component of the compromises identified above and in the Plan, (iii) 

the Plan’s structuring and consummation fees and professional reimbursement fees are fair 

and reasonable, (iv) the terms and structure of the New Bonds and CVI, and (v) the 

calculation of creditor recoveries. 

4. Christina Pullo: Managing Director and Head of Restructuring Administration and Issuer 

Services at Kroll Restructuring Administration LLC6: May provide testimony showing (i) 

which Classes of Claims voted to accept the Plan in accordance with Bankruptcy Code 

section 1126(c) and as set forth in Bankruptcy Code section 1129(a)(8)(A), (ii) which 

Impaired Classes of Claims voted to accept the Plan, determined without including any 

acceptance of the Plan by an insider, in accordance with Bankruptcy Code section 

1129(a)(10), (iii) the procedures employed in soliciting and tabulating votes, and (iv) the 

tabulation of validly tendered Bond Claims pursuant to the Settlement Offer. 

5. Sheva Levy*: Principal at Ernst & Young, LLP: May provide testimony showing (i) the 

historical and recent contributions to and funded status of the pension system maintained 

for employees of PREPA, SREAEE (ii) a description of the estimated claim amount and 

proposed treatment of the claim of the pension system pursuant to the Plan (iii) a 

description of the estimated proposed recovery of pension claim, (iv) the estimated timeline 

6

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

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for SREAEE insolvency absent additional funding or reform, and (v) the funding needed 

for and structure of the PayGo Trust pursuant to the Plan. 

6. Juan Santambrogio*: Managing Director at Ernst & Young, LLP: May provide testimony 

regarding the sources and uses of PREPA’s cash at or around the effective date of the Plan. 

7. Ojas Shah*: Partner at McKinsey & Company: May provide testimony explaining the best 

interest test analysis in the Disclosure Statement and showing the Plan is in the best interest 

of the creditors of the Debtor under PROMESA section 314(b)(6). 

8. Mark Shankweiler*: Managing Director of Berkeley Research Group, LLC: May provide 

testimony showing the reasonableness of the assumptions made with respect to (i) the 

estimated total amount of allowed general unsecured claims asserted against the Debtor, 

(ii) the estimated total amount of allowed eminent domain/inverse condemnation claims 

asserted against the Debtor, and (iii) the estimated total amount of allowed federal claims 

asserted against the Debtor. 

9. William P. Zarakas*: Principal at Brattle Group Inc.: May provide testimony showing the 

derivation of the Legacy Charge proposed in the Plan, and that the Plan is feasible, 

consistent with PROMESA section 314(b)(6). Mr. Zarakas may also provide testimony 

showing the Plan is consistent with the Fiscal Plan (PROMESA section 314(b)(7)), 

specifically showing: (i) the revenue forecast; and (ii) that load projections are consistent 

with the projection in the fiscal plan. Mr. Zarakas may also provide testimony about facts 

supporting that the Plan complies with the provisions of Bankruptcy Code sections 

1129(b)(1) and 1129(b)(2). 

10. Ellen S. Smith: Senior Managing Director at FTI. May provide testimony regarding the 

condition of PREPA, including the transmission and distribution system and generation 

plants and systems, and the capital improvements necessary to bring the performance of 

the systems to industry standards. 

11. Witnesses to be identified may testify, if needed, as to the authenticity of certain of the 

documents the Oversight Board may offer in evidence in connection with the confirmation 

hearing on the Plan. 

* Witnesses identified with an asterisk (“*”) may also offer opinion testimony pursuant to Fed. 

R. Civ. P. 26(a)(2)(c). The Debtor will file the disclosure required for each such witness at the 

time expert witnesses are required to be disclosed. 

 WHEREFORE the Debtor respectfully requests the Court take notice of the foregoing. 

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Dated: March 11, 2023 

 San Juan, Puerto Rico 

Respectfully submitted, 

/s/ Martin J. Bienenstock 

Martin J. Bienenstock 

Ehud Barak 

Margaret A. Dale 

Michael T. Mervis 

Daniel S. Desatnik 

Elliot R. Stevens 

(Admitted Pro Hac Vice) 

PROSKAUER ROSE LLP

Eleven Times Square 

New York, NY 10036 

Tel: (212) 969-3000 

Fax: (212) 969-2900 

Paul V. Possinger 

(Admitted Pro Hac Vice) 

PROSKAUER ROSE LLP

70 West Madison, Suite 3800 

Chicago, IL 60602 

Tel: (312) 962-3550 

Fax: (312) 962-3551

 

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor 

/s/ Hermann D. Bauer 

Hermann D. Bauer 

USDC No. 215205 

O’NEILL & BORGES LLC 

250 Muñoz Rivera Ave., Suite 800 

San Juan, PR 00918-1813 

Tel: (787) 764-8181 

Fax: (787) 753-8944 

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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