221223 ORD RE PREPA DS SCHED MOT.DOCX VERSION DECEMBER 23, 2022 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) 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 AND MANNER OF NOTICE THEREOF, (IV) ESTABLISHING DOCUMENT DEPOSITORY 

PROCEDURES IN CONNECTION THEREWITH, AND (V) GRANTING RELATED RELIEF

Upon the Urgent Motion of Puerto Rico Electric Power Authority for Order 

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- BK5523-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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221223 ORD RE PREPA DS SCHED MOT.DOCX VERSION DECEMBER 23, 2022 2

(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 and Manner of Notice Thereof, (IV) Establishing Document 

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

No. 23098 in Case No. 17-3283 and Docket Entry No. 3112 in Case No. 17-4780) (the “Motion”)2

of the Puerto Rico Electric Power Authority (“PREPA”), by and through the Financial Oversight 

and Management Board for Puerto Rico (the “Oversight Board”) in its capacity as sole 

representative of PREPA (the “Debtor” under section 315(b) of PROMESA), requesting an order: 

(i) scheduling a Disclosure Statement Hearing to consider the adequacy of the information 

contained in the Disclosure Statement, (ii) establishing a deadline by which objections to the 

adequacy of the Disclosure Statement, the Disclosure Statement Motion, and the Confirmation 

Discovery Procedures Motion, and replies thereto must be filed, (iii) approving the form of notice 

of the Disclosure Statement Hearing and related deadlines, (iv) establishing document depository 

procedures in connection therewith, and (v) granting related relief, 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 section 306(a) of PROMESA; and it appearing that venue in this 

district is proper pursuant to section 307(a) of PROMESA; 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 all objections thereto 

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

terms in the Motion.

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221223 ORD RE PREPA DS SCHED MOT.DOCX VERSION DECEMBER 23, 2022 3

having been overruled to the extent not incorporated herein;3 it is hereby ORDERED as follows:

3 The Court has received and reviewed the Precautionary Objection and Reservation of 

Rights of U.S. Bank National Association as PREPA Bond Trustee to PREPA’s Urgent 

Motion for Order (I) Scheduling a Hearing to Consider the Adequacy of Information 

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

to the Disclosure Statement and Replies Thereto, (III) Approving Form and Manner of 

Notice Thereof, (IV) Establishing Document Depository Procedures in Connection 

Therewith, and (V) Granting Related Relief (Docket Entry No. 23131 in Case No. 17-

3283 and Docket Entry No. 3125 in Case No. 17-4780), and the Response of Official 

Committee of Unsecured Creditors to Urgent Motion of Puerto Rico Electric Power 

Authority for Order (I) Scheduling a Hearing to Consider Adequacy of Information 

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

Disclosure Statement and Replies Thereto, (III) Approving Form and Manner of Notice 

Thereof, (IV) Establishing Document Depository Procedures in Connection Therewith, 

and (V) Granting Related Relief (Docket Entry No. 23132 in Case No. 17-3283 and 

Docket Entry No. 3126 in Case No. 17-4780); the Limited Objection of the Ad Hoc 

Group of PREPA Bondholders to the Urgent Motion of Puerto Rico Electric Power 

Authority for 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 and 

Manner of Notice Thereof, (IV) Establishing Document Depository Procedures in 

Connection Therewith, and (V) Granting Related Relief [ECF No. 3112] (Docket Entry 

No. 23133 in Case No. 17-3283 and Docket Entry No. 3127 in Case No. 17-4780); 

Limited Objection of the Syncora Guarantee Inc. to the Urgent Motion of Puerto Rico 

Electric Power Authority for 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 

and Manner of Notice Thereof, (IV) Establishing Document Depository Procedures in 

Connection Therewith, and (V) Granting Related Relief (Docket Entry No. 23134 in Case 

No. 17-3283 and Docket Entry No. 3129 in Case No. 17-4780); and the Partial Joinder 

of Assured Guaranty Corp. and Assured Guaranty Municipal Corp. to the Limited 

Objection of the Ad Hoc Group of PREPA Bondholders to the Urgent Motion of Puerto 

Rico Electric Power Authority for 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 and Manner of Notice Thereof, (IV) Establishing Document Depository 

Procedures in Connection Therewith, and (V) Granting Related Relief [ECF No. 3127]

(Docket Entry No. 23135 in Case No. 17-3283 and Docket Entry No. 3128 in Case 

No. 17-4780). The Court has also reviewed the Omnibus Reply of the Oversight Board in 

Support of the Urgent Motion of Puerto Rico Electric Power Authority for 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 and Manner of Notice 

Thereof, (IV) Establishing Document Depository Procedures in Connection Therewith, 

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221223 ORD RE PREPA DS SCHED MOT.DOCX VERSION DECEMBER 23, 2022 4

1. The Motion is granted as modified herein.

2. The Disclosure Statement Notice is approved. The Debtor shall make appropriate 

revisions to reflect the schedule set forth in paragraph 3 of this Order.

Disclosure Statement Scheduling Procedures

3. The following Disclosure Statement Scheduling Procedures are approved:

• Disclosure Statement Hearing: 9:30 a.m., Atlantic Standard Time, on

February 28, 2023, as the time and date for the Disclosure Statement Hearing, as 

such date may be adjourned by the Court or the Debtor pursuant to a notice filed 

on the docket maintained in these Title III Cases;

• Disclosure Statement Objection Deadline: 5:00 p.m., Atlantic Standard Time, 

on February 3, 2023, as the deadline to file objections to (i) the adequacy of the 

Disclosure Statement, (ii) the relief requested in the Disclosure Statement Motion, 

and (iii) the relief requested in the Confirmation Discovery Procedures Motion 

(each, an “Objection”). Objections to the adequacy of the Disclosure Statement

must (i) state the name and address of the objector or entity proposing a 

modification to the Disclosure Statement (or objecting to the Disclosure Statement 

Motion), and the amount (if applicable) of its claim or nature of its interest in the 

Title III Case, and (ii) specify the basis and nature of any objection and, with respect 

to any objections to the Disclosure Statement, set forth the proposed modification 

to the Disclosure Statement, together with suggested language.

• Disclosure Statement Reply Deadline: 5:00 p.m., Atlantic Standard Time, on

February 10, 2023, as the deadline for the Debtor or other parties in interest to file 

replies or responses to the Objections.

Depository

4. The Depository Procedures set forth on Exhibit 1 hereto are approved. The Debtor

is authorized to establish and maintain the Depository in accordance with the Depository 

Procedures no later than five (5) business days after entry of this Order.

5. The Debtor must file, on or before January 27, 2023, at 5:00 p.m. (Atlantic 

Standard Time), the load forecast and illustrative cash flow for new bonds and the best interests 

and (V) Granting Related Relief (Docket Entry No. 25153 in Case No. 17-3283 and 

Docket Entry No. 3131 in Case No. 17-4780).

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test reports.

Confidentiality4

6. The Debtor has established good cause for entry of an order, attached hereto as 

Exhibit 2, governing Confidential Information in connection with the Depository. The Protective 

Order set forth on Exhibit 2 hereto is approved in all respects. The Debtor is authorized to

implement the procedures and requirements set forth in the Protective Order, including execution 

of the Protective Order Subscription attached hereto as Exhibit 3. 

7. Pursuant to Federal Rule of Evidence 502(d), any inadvertent disclosure of 

Confidential Information (as defined in the Protective Order) by the Debtor in connection with the 

Depository 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.

8. No Warranty of Accuracy. Each Eligible Creditor understands that the Producing 

Parties (as defined in Exhibit 2 to this Order) will endeavor to include in the Confidential 

Information materials relevant for the purpose of evaluation of the Disclosure Statement, but each 

Eligible Creditor acknowledges that the Producing Parties do not make any representation or 

warranty as to the accuracy or completeness of any Confidential Information so provided, and 

none of the Producing Parties shall have any liability to any Eligible Creditor or its representatives 

resulting from the use of such information by an Eligible Creditor or its representatives.

9. 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.

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

shall have the meaning ascribed to those terms in Exhibit 2 hereto.

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10. Upon entry hereof, the Debtor shall serve a copy of this Order upon all parties 

entitled to service in accordance with the Local Rules.

Miscellaneous

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

enforceable upon its entry.

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

to the interpretation or implementation of this Order.

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

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

14. This Order resolves Docket Entry No. 23098 in Case No. 17-3283 and Docket Entry 

No. 3112 in Case No. 17-4780.

SO ORDERED.

Dated: December 23, 2022

 /s/ Laura Taylor Swain

LAURA TAYLOR SWAIN

United States District Court Judge

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