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 AMENDED PRELIMINARY LIST OF FACT WITNESSES TO BE 

OFFERED IN SUPPORT OF CONFIRMATION OF PLAN OF ADJUSTMENT

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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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 

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

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

defined below):

Debtor’s Amended Preliminary Fact Witness List

1. On March 11, 2023, the Oversight Board filed the Debtor’s Preliminary List of 

Witnesses to be Offered in Support of Confirmation of Plan of Adjustment [ECF No. 3329] (the 

“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].

2. On June 21, 2023, in light of the forthcoming certification of the 2023 fiscal plan 

for PREPA (the “2023 PREPA Fiscal Plan”), the Oversight Board filed the Urgent Motion of the 

Financial Oversight and Management Board for Puerto Rico for Suspension of Certain 

Confirmation Deadlines [ECF No. 3782], requesting the suspension of all confirmation-related 

dates and deadlines.

3. That same day, the Court entered the Order Suspending Confirmation Deadlines

[ECF No. 3783], suspending all confirmation-related deadlines pending further order of the Court.

4. On June 28, 2023, the Court entered the Order Setting Interim Litigation Deadlines 

Concerning Proposed Third Amended Plan of Adjustment [ECF No. 3820] (the “Order”), setting 

2

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

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forth deadlines in connection with the forthcoming Third Amended Title III Plan of Adjustment of 

the Puerto Rico Electric Power Authority (as it may be amended, modified, or supplemented, the 

“Plan”). Under the Order, the Debtor is required to file an “amended preliminary fact witness list 

of all fact witnesses expected to testify and topics about which each witness will testify” on July 

10, 2023. Order at 2.

5. In accordance with the Order, the Oversight Board herein files its amended 

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 Plan and the topics about which each witness is 

expected to testify (the “Amended Preliminary Fact Witness List”). The Oversight Board reserves 

the right to amend the Amended Preliminary Fact Witness List as trial planning proceeds and to: 

(i) add or remove witnesses, including but not limited to witnesses who have been deposed or 

based on evidence offered by any other interested party; 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.3 

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 

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) (solely with 

respect to feasibility of the Plan), and 314(b)(7). Mr. Skeel may also provide testimony 

about facts showing (i) the Fuel Line Lender PSA,4 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 

3

 Not identified on this Amended 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 separately pursuant to the Order.

4

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

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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) (solely 

with respect to feasibility of the Plan) 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. Mr. Mujica may also provide testimony 

about facts relating to the Oversight Board’s considerations in determining the Legacy 

Charge and the supplemental sources of funding supporting distributions under the Plan. 

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 the CVIs, and (v) the 

calculation of creditor recoveries. 

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

Services at Kroll Restructuring Administration LLC5: 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 the pension claim, and (iv) 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). 

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

Administration LLC.

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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 the Court requires submission of Fed. Civ. P. 26(a)(2)(B) expert reports. 

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

[Remainder of Page Intentionally Left Blank] 

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Dated: July 10, 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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CERTIFICATE OF SERVICE

I hereby certify that, on this same date, I electronically filed the foregoing with the Clerk 

of the Court using the CM/ECF system, which will send notifications of such filing to all CM/ECF 

participants in this case.

/s/ Hermann D. Bauer 

Hermann D. Bauer

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