Exhibit 1 

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 1 of 236
1

2 IN THE UNITED STATES DISTRICT COURT

 FOR THE DISTRICT OF PUERTO RICO

3 Case No. 17-BK-3283-LTS

 ----------------------------------------x

4 In re:

5 THE FINANCIAL OVERSIGHT AND MANAGEMENT

 BOARD FOR PUERTO RICO,

6

 as representative of

7

 THE COMMONWEALTH OF PUERTO RICO, et al.,

8

 Debtors.

9 -----------------------------------------x

 Case No. 17-BK-4780-LTS

1 0 -----------------------------------------x

 In re:

1 1

 THE FINANCIAL OVERSIGHT AND MANAGEMENT

1 2 BOARD FOR PUERTO RICO,

1 3 as representative of

1 4 THE PUERTO RICO ELECTRIC POWER AUTHORITY,

1 5 Debtor.

 ----------------------------------------x

1 6 May 22, 2023

 9:06 a.m.

1 7

1 8 VIDEOTAPED DEPOSITION of MARK

1 9 SHANKWEILER, held at the offices of

2 0 Proskauer Rose LLP, located at 11 Times

2 1 Square, New York, New York 10036, before

2 2 Anthony Giarro, a Registered Professional

2 3 Reporter, a Certified Realtime Reporter and

2 4 a Notary Public of the State of New York.

2 5

Page 1

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 2 of 236
1

2 A P P E A R A N C E S :

3

 KRAMER LEVIN NAFTALIS & FRANKEL LLP

4 Attorneys for the Ad Hoc Group of PREPA

 Bondholders

5 2000 K Street NW, 4th Floor

 Washington, D.C. 20006

6

 BY: JANE TOMIC, ESQ.

7 jtomic@kramerlevin.com

 (via Zoom)

8

9 CADWALADER, WICKERSHAM & TAFT LLP

 Attorneys for Assured Guaranty Corp. and

1 0 Assured Guaranty Municipal Corp

 200 Liberty Street

1 1 New York, New York 10281

1 2 BY: ZACK SCHREIBER, ESQ.

 zack.schreiber@cwt.com

1 3

1 4

 QUINN EMANUEL URQUHART & SULLIVAN, LLP

1 5 Attorneys for Syncora Guarantee, Inc.

 Pennzoli Place,

1 6 711 Louisiana Street, Suite 500

 Houston, Texas 77002

1 7

 BY: CAMERON KELLY, ESQ.

1 8 cameronkelly@quinnemanuel.com

1 9

 PAUL HASTINGS LLP

2 0 Attorneys for Official Committee of

 Unsecured Creditors

2 1 N.E. 100, 1170 Peachtree Street NE

 Atlanta, Georgia 30309

2 2

 BY: WILLIAM WHITNER, ESQ.

2 3 kwhitner@paulhastings.com

 (via Zoom)

2 4

2 5

Page 2

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 3 of 236
1

2 A P P E A R A N C E S (Cont.)

3

 PAUL HASTINGS LLP

4 Attorneys for Official Committee of

 Unsecured Creditors

5 200 Park Avenue

 New York, New York 10166

6

 BY: LUC DESPINS, ESQ.

7 lucdespins@paulhastings.com

 ALEX BONGARTZ, ESQ.

8 alexbongartz@paulhastings.com

 SHLOMO MAZA, ESQ.

9 shlomomaza@paulhastings.com

 (via Zoom)

1 0

1 1 O'MELVENY & MYERS LLP

 Attorneys for AAFAF

1 2 7 Times Square

 New York, New York 10036

1 3

 BY: NICOLE MOLNER, ESQ.

1 4 nmolner@omm.com

1 5

 PROSKAUER ROSE LLP

1 6 Attorneys for the Financial Oversight and

 Management Board as Representative for

1 7 PREPA

 70 West Madison Street, Suite 3800

1 8 Chicago, Illinois 60602

1 9 BY: ASHLEY WERINGA, ESQ.

 aweringa@proskauer.com

2 0

2 1 PROSKAUER ROSE LLP

 Attorneys for Official Committee of

2 2 Unsecured Creditors

 1 International Place

2 3 Boston, Massachusetts 02110

2 4 BY: LAURA STAFFORD, ESQ.

 lstafford@proskauer.com

2 5

Page 3

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 4 of 236
1

2 A P P E A R A N C E S (Cont.)

3

4 WEIL, GOTSHAL & MANGES LLP

 Attorneys for National Public Finance

5 Guarantee Corporation

 767 5th Avenue

6 New York, New York 10153

7 BY: COREY BRADY, ESQ.

 corey.brady@weil.com

8 (via Zoom)

9

1 0 WACHTELL, LIPTON, ROSEN & KATZ

 Attorneys for Fuel Line Lenders

1 1 51 West 52nd Street

 New York, New York 10019

1 2

 BY: ANGELA HERRING, ESQ.

1 3 AKHerring@wlrk.com

 (via Zoom)

1 4

1 5

1 6

1 7

1 8 ALSO PRESENT:

1 9 BOB RUDIS, Videographer

 BILL CRADDOCK, Concierge Tech (via Zoom)

2 0 ROCIO VALENTIN (via Zoom)

 SCOTT MARTINEZ (via Zoom)

2 1

2 2

2 3

2 4

2 5

Page 4

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 5 of 236
1

2 THE VIDEOGRAPHER: Good

3 morning. We are going on the record

4 at 9:06 a.m. on May 22nd, 2023.

5 Please note that the microphones are

6 sensitive and may pick up whispering

7 and private conversations. Please

8 mute your cell phones at this time.

9 Audio and video recording will

1 0 continue to take place unless all

1 1 parties agree to go off the record.

1 2 This is Media Unit 1 of the

1 3 video-recorded deposition of Mark

1 4 Shankweiler, taken by counsel for

1 5 the Official Committee of Unsecured

1 6 Creditors, in the matter, In Re: The

1 7 Financial Oversight and Management

1 8 Board for Puerto Rico, et al., filed

1 9 in the United States District Court

2 0 for the District of Puerto Rico, Case

2 1 No. 17-BK-3283-LTS. The location of

2 2 this deposition is Proskauer Rose

2 3 LLP, 11 Times Square, New York, New

2 4 York.

2 5 My name is Robert Rudis. I

Page 5

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 6 of 236
1 MARK SHANKWEILER

2 am the videographer. The court

3 reporter is Anthony Giarro. And we

4 represent the firm Veritext Legal

5 Solutions.

6 I'm not related to any party

7 in this action, nor am I financially

8 interested in the outcome.

9 If there are any objections

1 0 to proceeding, please state them at

1 1 the time of your appearance. All

1 2 appearances will be noted in the

1 3 stenographic record.

1 4 Will the court reporter

1 5 please swear in the witness?

1 6 M A R K S H A N K W E I L E R, after

1 7 having first been duly sworn by a Notary

1 8 Public of the State of New York, was

1 9 examined and testified as follows:

2 0 EXAMINATION BY

2 1 MR. DESPINS:

2 2 Q Good morning, Mr.

2 3 Shankweiler.

2 4 A Good morning.

2 5 Q We've met before. My name

Page 6

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 7 of 236
1 MARK SHANKWEILER

2 is Luc Despins. And I represent the

3 creditors' committee.

4 Unfortunately, I have to

5 read this short statement. So if you can

6 bear with me, it's a confidentiality

7 requirement.

8 MR. DESPINS: So the speech

9 is, some of the exhibits and the

1 0 topics we cover today may involve

1 1 confidential information as defined

1 2 by the plan depository protective

1 3 order. Under paragraph 19 of the

1 4 amended confirmation procedures

1 5 order, Docket No. 3305, discussion of

1 6 confidential information is subject

1 7 to the plan depository protective

1 8 order. In accordance with

1 9 paragraph 19, all parties

2 0 participating in or attending this

2 1 deposition must sign the protective

2 2 order, available on the plan

2 3 depository protective order. If

2 4 anyone in attendance has not signed

2 5 that order, please do so, or you may

Page 7

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 8 of 236
1 MARK SHANKWEILER

2 be in violation of the protective

3 order.

4 Q So let's begin.

5 I assume you've been deposed

6 several times before today?

7 A I have not. This is my

8 first deposition.

9 THE VIDEOGRAPHER: I

1 0 apologize. May I just move this

1 1 microphone? I thought the taking

1 2 party would be on this side. Thank

1 3 you. Pardon me for interrupting.

1 4 Q So I asked you before, have

1 5 you ever been deposed? And the answer

1 6 was no?

1 7 A Correct.

1 8 Q So let me just go through

1 9 the very basic rules of the road

2 0 regarding depositions. There always has

2 1 to be a verbal response. So, for

2 2 example, nodding of the head is not going

2 3 to work, unless you actually verbally

2 4 respond. If there are questions that are

2 5 not clear, please feel free to ask me to

Page 8

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 9 of 236
1 MARK SHANKWEILER

2 clarify. Unless the question or your

3 counsel opposes -- interposes an

4 objection based on privilege, she can

5 interpose the objection. But you still

6 must answer the question.

7 In addition to that, here,

8 you're wearing two hats. So one is

9 you're a 30(b)(6) witness for the entire

1 0 board, for the board. And I will also

1 1 ask you questions about your personal

1 2 knowledge. So we need to probably

1 3 establish some kind of -- to make sure

1 4 there's no confusion. So I will ask you

1 5 to your personal knowledge, did you look

1 6 at this, did you look at that. Then

1 7 you're talking for your personal

1 8 knowledge only, otherwise you're talking

1 9 about as a 30(b)(6) witness on behalf of

2 0 the board. Is that clear?

2 1 A Understood.

2 2 MR. DESPINS: If we can post

2 3 Exhibit 1 which is the deposition

2 4 notice.

2 5 (The above-referred-to

Page 9

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 10 of 236
1 MARK SHANKWEILER

2 document was marked as Exhibit 1 for

3 identification, as of this date.)

4 MS. STAFFORD: For purposes

5 of the Exhibit Share, it might need

6 to be in the Exhibit Share, Veritext

7 Exhibit Share folder.

8 THE CONCIERGE TECH:

9 Counsel, I'm working on

1 0 getting it up on the screen in

1 1 Exhibit Share. Exhibit Share runs

1 2 particular documents. It's spinning.

1 3 It looks like it's now in that

1 4 folder.

1 5 MR. BONGARTZ: I selected

1 6 Exhibit 1, and I labeled it

1 7 Exhibit 1. But when the stamp was

1 8 attached to it, it says Exhibit 2

1 9 now. I'm not sure why that is.

2 0 THE CONCIERGE TECH: I think

2 1 what was happening is we were both

2 2 trying to introduce it. Usually, I'm

2 3 introducing it as the attorneys were.

2 4 Did you want to do it by yourself?

2 5 MR. BONGARTZ: I was going

Page 10

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 11 of 236
1 MARK SHANKWEILER

2 to do it myself. But if you've done

3 it already, I just don't know how to

4 undo the exhibit number now.

5 THE CONCIERGE TECH: I'll

6 fix that.

7 MR. BONGARTZ: Thank you.

8 Q So, Mr. Shankweiler, I'll

9 draw your attention to page 7 of Exhibit.

1 0 On top, there is Deposition Topic No. 1.

1 1 Do you see that where it

1 2 says, "The estimated value range of

1 3 potential values in cap applicable to

1 4 general unsecured claims"?

1 5 A Yes.

1 6 Q And you see towards the

1 7 bottom of the response, it says, "Subject

1 8 to general objections, the oversight

1 9 board will designate Mark Shankweiler to

2 0 testify regarding this topic"?

2 1 A I do.

2 2 MS. STAFFORD: I just want

2 3 to note for the record that it's

2 4 subject to both the general

2 5 objections and the specific

Page 11

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 12 of 236
1 MARK SHANKWEILER

2 objections that were noted.

3 MR. DESPINS: Yes. Okay.

4 Q So that's the first one, the

5 30(b)(6).

6 Then in addition to that,

7 you -- the board offered a preliminary

8 list of witnesses, dated March 11th,

9 2023. We'll show that to you in a

1 0 second.

1 1 MR. DESPINS: And it's

1 2 Deposition Exhibit 2.

1 3 (The above-referred-to

1 4 document was marked as Exhibit 2 for

1 5 identification, as of this date.)

1 6 MS. STAFFORD: Do you mind,

1 7 actually, if I just mark his too with

1 8 Exhibit 1, Exhibit 2? Just so that

1 9 he doesn't get confused.

2 0 MR. DESPINS: Sure.

2 1 MR. BONGARTZ: For the

2 2 technician, I would like to label

2 3 this next exhibit, Exhibit 2 when I'm

2 4 going to introduce it. I just want

2 5 to make sure it doesn't conflict --

Page 12

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 13 of 236
1 MARK SHANKWEILER

2 now it says Exhibit 3 here. I don't

3 know if you can fix that on your end,

4 because otherwise --

5 THE CONCIERGE TECH: As I

6 was trying to fix it, it's actually

7 not letting me doing it. We may be

8 doing it at the same time here.

9 MR. BONGARTZ: You want me

1 0 to stop?

1 1 MR. DESPINS: Yes, because

1 2 we don't want to be confused with

1 3 exhibit numbers. That will be a

1 4 recipe for disaster. So let's fix

1 5 that and give the technician control

1 6 over the exhibits.

1 7 MS. STAFFORD: I think

1 8 normally, people have been saying --

1 9 I have been asking the concierge, can

2 0 I bring up this exhibit?

2 1 MR. BONGARTZ: Okay. So can

2 2 you bring up this exhibit, which is

2 3 Exhibit 2, in the folder?

2 4 THE CONCIERGE TECH: It

2 5 looks like it's just hanging for me.

Page 13

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 14 of 236
1 MARK SHANKWEILER

2 If you have no issues introducing

3 them, then maybe I'll just let you do

4 it for now.

5 MR. BONGARTZ: The problems

6 my exhibit numbers start with 2

7 because for some reason, Exhibit 1

8 was taken. I don't know why that is

9 the case. It's probably because we

1 0 were trying to do it at the same

1 1 time. So if I proceed, every exhibit

1 2 will be one exhibit number higher.

1 3 THE CONCIERGE TECH: When it

1 4 introduces and the shows the number,

1 5 you can edit that number. So you

1 6 could go back and --

1 7 MR. BONGARTZ: Now we have

1 8 two Exhibit 2s. That's the problem

1 9 because the first exhibit, which I

2 0 labeled No. 1, showed up as No. 2 on

2 1 the screen. So I was hoping you

2 2 could fix that on your end. So I

2 3 will proceed with Exhibit 2 now.

2 4 Q So Exhibit 2, I draw your

2 5 attention to page 4, subparagraph 8.

Page 14

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 15 of 236
1 MARK SHANKWEILER

2 And it says that

3 "Mr. Shankweiler may provide testimony

4 showing the reasonableness of the

5 assumptions made with respect to the

6 estimated total amount of allowed

7 unsecured creditors against the debtor."

8 You see that?

9 A I do.

1 0 Q So I wanted you to have

1 1 this, so that we set the framework of

1 2 your testimony.

1 3 A Understood.

1 4 Q So let's go with a bit of

1 5 background first.

1 6 What economic degrees do you

1 7 have?

1 8 A I have a bachelor of science

1 9 in music education from West Chester

2 0 State College in Pennsylvania. I have a

2 1 postgraduate degree from Muhlenberg

2 2 College in Allentown, Pennsylvania. And

2 3 that would be the academic --

2 4 Q Postgraduate degree in what?

2 5 A That would be in business

Page 15

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 16 of 236
1 MARK SHANKWEILER

2 administration and accounting.

3 Q Do any of these degrees

4 relate to bankruptcy or restructuring

5 issues?

6 A No.

7 Q Do you have any legal

8 training?

9 A No.

1 0 Q Have you ever testified as

1 1 an expert?

1 2 A No.

1 3 Q Have you ever published any

1 4 article or treaties regarding bankruptcy

1 5 or restructuring?

1 6 A No.

1 7 Q We will use today during the

1 8 deposition, the terms estimation or

1 9 estimating allowable claims.

2 0 Do you have an understanding

2 1 of what that means?

2 2 A Yes.

2 3 Q So could you describe for me

2 4 what you understand that to mean?

2 5 A Well, my understanding of

Page 16

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 17 of 236
1 MARK SHANKWEILER

2 that is that obviously, estimation is

3 coming up with an estimate. And

4 allowable claims would be those claims

5 that would be allowed pursuant to a plan

6 of reorganization.

7 Q But who would make the

8 determination of which claim is allowed

9 and for what amount?

1 0 MS. STAFFORD: Objection,

1 1 legal conclusion.

1 2 A Who would make that

1 3 determination? I would imagine that's

1 4 based on the provisions of the plan of

1 5 reorganization.

1 6 Q What I meant is, is the

1 7 court making that determination, what

1 8 claims get allowed or does somebody else

1 9 do that?

2 0 A I think it would be the

2 1 court. But I don't know.

2 2 Q But when you're giving

2 3 testimony today as to an estimate of

2 4 allowed claims, do you understand that

2 5 you are attempting to predict what a

Page 17

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 18 of 236
1 MARK SHANKWEILER

2 court or the bankruptcy court or the

3 district court in this case would allow

4 the claims at?

5 A Yes.

6 Q And what expertise do you

7 have on that topic of attempting to

8 determine what a court would allow claims

9 at?

1 0 A So I've been in the

1 1 restructuring practice since the early

1 2 1990s. Each one of the cases that we've

1 3 had, whether it be debtor or creditor,

1 4 involved claims estimation in order to

1 5 determine what value would be available

1 6 for creditors down the waterfall.

1 7 And the number of cases that

1 8 I've been involved with, again, where

1 9 we've had to deal with the claims

2 0 estimation process is really what I

2 1 believe gives me the expertise to be able

2 2 to evaluate and estimate claims.

2 3 Q I see.

2 4 And how do you go about --

2 5 now I want to talk about you personally.

Page 18

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 19 of 236
1 MARK SHANKWEILER

2 How do you go about

3 determining how a particular claim would

4 be -- should be estimated at, what the

5 court would ultimately allow that? How

6 do you go about doing that?

7 A One of the first things you

8 would do is to evaluate a proof of claim,

9 review the proof of claim, determine

1 0 whether or not that proof of claim is

1 1 consistent with the books and records of

1 2 the company, reconcile the proof of claim

1 3 to the books and records, evaluate the

1 4 details that are included in a proof of

1 5 claim to determine if there's sufficient

1 6 support and then work through the

1 7 reconciliation process to determine

1 8 whether or not it's a valid claim.

1 9 Q I understand.

2 0 And how do you do that

2 1 process when the books and records don't

2 2 reflect an amount owed to the creditor?

2 3 A So you would have to

2 4 evaluate -- again, going back to the

2 5 proof of claim -- understanding what kind

Page 19

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 20 of 236
1 MARK SHANKWEILER

2 of supporting documents there are and

3 work with the company and/or the

4 company's advisors to establish whether

5 or not the claim is valid, Number One,

6 and then to establish what a range of

7 that claim might be.

8 Q When you mentioned the

9 company's advisors, what type of advisors

1 0 are you referring to?

1 1 A So PREPA has a number of

1 2 advisors, including outside counsel,

1 3 which is Diaz & Vazquez. They have

1 4 accountants. They have other

1 5 professionals that while they may not be

1 6 PREPA's advisors, that have knowledge

1 7 about certain claims. So it's that

1 8 family of advisors that we would work

1 9 with in order to evaluate a claim.

2 0 Q I'm sorry. I didn't hear

2 1 the -- you said outside counsel.

2 2 Which outside counsel did

2 3 you mention?

2 4 A Diaz & Vazquez, as well as

2 5 as Corretjer.

Page 20

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 21 of 236
1 MARK SHANKWEILER

2 Q And did you didn't mention

3 Proskauer.

4 A Oh. I'm sorry. Proskauer

5 as well. Thank you. That's evident

6 since they're here.

7 MS. STAFFORD: Just to be

8 here, we're not PREPA's counsel.

9 We're counsel to the board.

1 0 A That's right.

1 1 Q And what about O'Neill &

1 2 Borges?

1 3 A I didn't really have any

1 4 real interaction with O'Neill.

1 5 Q So these law firms you were

1 6 mentioning before are PREPA's lawyers as

1 7 opposed to the board's lawyers?

1 8 A They are retained by PREPA

1 9 over the years to deal with the

2 0 litigation and normal course legal work

2 1 for PREPA, on behalf of PREPA.

2 2 (The above-referred-to

2 3 document was marked as Exhibit 3 for

2 4 identification, as of this date.)

2 5 Q I would direct you to

Page 21

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 22 of 236
1 MARK SHANKWEILER

2 page 9, paragraph E and in particular,

3 the sentence that reads, "In connection

4 therewith, Mr. Shankweiler will discuss

5 the reasonableness of the assumptions

6 made with respect to the estimated total

7 amount of allowed general unsecured

8 claims asserted against PREPA which is

9 800 million."

1 0 You see that sentence?

1 1 A I do, yes.

1 2 Q Are you the one, the person

1 3 who made the determination that the

1 4 amount was 800 million?

1 5 A Can you rephrase that

1 6 question?

1 7 Q Sure.

1 8 You know that there is an

1 9 estimate of general unsecured claim of

2 0 800 million?

2 1 A Correct.

2 2 Q And the question is, what --

2 3 is this a number that you determined?

2 4 A It's a number that based on

2 5 our review of all the claims in our

Page 22

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 23 of 236
1 MARK SHANKWEILER

2 estimation of the value of the claims,

3 yeah, me and -- my team and I came up

4 with.

5 Q Can you take me through the

6 process you and your team followed to

7 come up with that $800 million estimate?

8 A Sure, absolutely.

9 The process included, I mean

1 0 initially, what you receive as a claims

1 1 register. We obtained all the proofs of

1 2 claim that were in the claims register.

1 3 We verified the categorization of the

1 4 proofs of claim. We looked at the

1 5 categorization, reviewed the claims to

1 6 determine what categories and confirm the

1 7 validity of the categorization of the

1 8 claims. We then looked at the support

1 9 for the claims.

2 0 And based on the support

2 1 that was provided, conferred with,

2 2 oftentimes, Diaz & Vazquez in order to

2 3 help us adjust any of the asserted claims

2 4 to what a reasonable expectation of that

2 5 claim should be. We objected to claims

Page 23

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 24 of 236
1 MARK SHANKWEILER

2 which were invalid. We transferred

3 claims to ADR which resulted in an

4 adjustment to the asserted claim amount,

5 based on what a settlement amount was

6 determined. And that settlement amount

7 was done in conjunction with PREPA's

8 counsel, as well as the -- just review of

9 the actual detail of the claim in order

1 0 to come up with what a reasonable claim

1 1 is.

1 2 But we looked through detail

1 3 to determine if that claim had already

1 4 been satisfied. And that would be based

1 5 on payment history information that was

1 6 provided by PREPA and LUMA and through

1 7 conversations with PREPA's employees as

1 8 it relates to some of the relatively

1 9 large claims that were captured or

2 0 incorporated or included in the general

2 1 unsecured claims category.

2 2 Q There's a lot of meat in

2 3 there. Let me try to unpack some of

2 4 this.

2 5 You mentioned categorization

Page 24

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 25 of 236
1 MARK SHANKWEILER

2 of claims and whether sufficient

3 categorization was accurate?

4 A Yes.

5 Q What did you mean by that

6 categorization?

7 A When a claim is filed, Kroll

8 will identify the category of claim --

9 we'll call that the initial

1 0 categorization -- will review the claim

1 1 to determine if there is a secondary or

1 2 tertiary category that we should

1 3 categorize it as in order to determine

1 4 whether or not it's a true -- that is

1 5 consistent, that the categories that

1 6 Kroll has defined it as -- is consistent

1 7 with the actual proof of claim.

1 8 Q Such as unsecured versus

1 9 secured or something like that?

2 0 A At a highest level, it would

2 1 be whether it's an unsecured claim versus

2 2 a secured claim, whether there's

2 3 priority. At a secondary level, it would

2 4 be whether it's a bond claim, whether

2 5 it's a customer claim, whether it's a

Page 25

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 26 of 236
1 MARK SHANKWEILER

2 union claim, whether --

3 MS. STAFFORD: Is someone

4 not muted?

5 A Whether it is a litigation

6 claim as an example. So those are like

7 the secondary sort of categorizations

8 that we would have -- that we would have

9 then gone down to.

1 0 MR. DESPINS: There's

1 1 somebody that should mute their

1 2 phone. I don't know who that is.

1 3 THE WITNESS: The person

1 4 with the allergies.

1 5 MR. DESPINS: That's putting

1 6 it nicely.

1 7 Q And you also mentioned that

1 8 you -- not you personally, but that

1 9 claims were objected to?

2 0 A Yes.

2 1 Q And so can you tell me about

2 2 that? What I'm really interested in is,

2 3 have claims been objected to on the

2 4 merits of such claim in contrast with

2 5 duplicates or amends, superseded and all

Page 26

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 27 of 236
1 MARK SHANKWEILER

2 that -- you understand those terms --

3 duplicate?

4 A Understood, yes. So the

5 claims oftentimes were objected to,

6 obviously, aside from the duplicates, the

7 amends. I know that we looked at claims.

8 We objected to claims based on the

9 classification. If they identify a claim

1 0 as a priority claim, we would object to

1 1 that. To the extent that there were

1 2 claims that through our review of the

1 3 books and records, we identified amounts

1 4 which are actually paid.

1 5 So we would object to a

1 6 claim as being partially paid, only to

1 7 the extent that we had records for

1 8 those -- that portion of the claim that

1 9 was paid.

2 0 As it relates to claims,

2 1 which were not necessarily related for

2 2 which PREPA had no liability, we objected

2 3 to those claims. Those are examples of

2 4 the types of claims that we objected to

2 5 or the reasons that we would have

Page 27

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 28 of 236
1 MARK SHANKWEILER

2 objected to a particular claim based on

3 our review.

4 Q So not you personally, but

5 the board has objected to claims based on

6 no liability.

7 Can you give me more detail

8 on that?

9 A So an example, if we are

1 0 reviewing a claim and identify that claim

1 1 as being related to, as an example, the

1 2 Commonwealth or to some other non-PREPA

1 3 entity, based on the detail of that,

1 4 that's a no liability claim.

1 5 Q Understood.

1 6 So you mentioned priority,

1 7 satisfied claims, claims based on no

1 8 liability because another entity is

1 9 liable, rather than PREPA.

2 0 Any other objections on the

2 1 merits that you -- that hasn't been filed

2 2 yet?

2 3 A I think those are the

2 4 general categories of the claims that

2 5 we've objected to so far.

Page 28

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 29 of 236
1 MARK SHANKWEILER

2 Q On a scale of one to ten,

3 where would you say that you are on the

4 process of getting rid of claims that you

5 believe are overstated or that should be

6 disallowed with ten being completed and

7 one being no progress?

8 A I know that we've filed

9 about 50 or so objections. I know that

1 0 we've objected to approximately half of

1 1 the claims that were asserted. I know

1 2 that there are still a number of large

1 3 claims that are in the process of -- that

1 4 we're in the process of evaluating and

1 5 objecting to.

1 6 On a scale of one to ten,

1 7 you know, it all depends on what the

1 8 measurement is, whether it's number of

1 9 claims or just value of claims.

2 0 Q But just to be clear, I was

2 1 asking you to focus on claims that are

2 2 overstated or should be disallowed.

2 3 Claims probably asserted

2 4 against PREPA should be disallowed or

2 5 overstate where are you on that process

Page 29

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 30 of 236
1 MARK SHANKWEILER

2 on a scale of one to ten?

3 MS. STAFFORD: Objection to

4 form.

5 A I think from a dollar

6 perspective that are overstated, there's

7 going to be -- we were probably -- it's

8 hard for me to put an estimate on it.

9 But clearly, I would imagine we're at

1 0 least, you know, halfway, 60 percent

1 1 there. But there are a number of large

1 2 claims.

1 3 Q But have you objected to any

1 4 claims that were overstated?

1 5 A Yes. I believe we did, yes.

1 6 Those claims, yes, we have.

1 7 Q And claims that should be

1 8 disallowed that are properly asserted

1 9 against PREPA but should be disallowed,

2 0 have you objected to those?

2 1 A Sure.

2 2 Q Can you give me an example?

2 3 A Sure. We received -- as an

2 4 example, one of the claims came in at

2 5 $1.1 million. We were able to confirm

Page 30

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 31 of 236
1 MARK SHANKWEILER

2 with PREPA that they only had outstanding

3 invoices for 100,000 or 120,000. So that

4 is an example of a type of claim which

5 was overstated. And we objected to a

6 portion of that claim.

7 Q And you obtained a ruling to

8 that effect from the court?

9 A I would have to -- I don't

1 0 know if that was actually an order was --

1 1 I don't know if that objection actually

1 2 is still pending or whether it was

1 3 actually ruled on.

1 4 Q But your testimony is that

1 5 an objection was filed on that ground?

1 6 A Absolutely.

1 7 Q The term PPOA, does that

1 8 ring a bell? Do you understand those

1 9 acronyms?

2 0 A I do.

2 1 Q What do they stand for?

2 2 A Power purchase operating, an

2 3 operating agreement.

2 4 Q Have you objected to any of

2 5 those claims?

Page 31

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 32 of 236
1 MARK SHANKWEILER

2 A I don't believe we have as

3 yet.

4 Q By the way, when were you

5 retained? When was BRG retained to

6 handle the claims process at PREPA?

7 A We were retained, I believe

8 it was in June of 2019.

9 Q What's the total amount of

1 0 asserted claims against PREPA as of now?

1 1 A I believe it's -- total

1 2 amount is around 27 or $28 billion.

1 3 Q I didn't ask the right

1 4 question.

1 5 What is the total amount of

1 6 asserted claims in the general unsecured

1 7 class? Ballpark.

1 8 A Ballpark, okay, my God.

1 9 This is like -- I'm having a brain

2 0 freeze. Sorry. For general unsecured --

2 1 Q Sorry to interrupt.

2 2 But compared to the

2 3 800 million that you're estimating, that

2 4 is your estimate of a universe of claims,

2 5 what is that universe, ballpark, asserted

Page 32

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 33 of 236
1 MARK SHANKWEILER

2 amount?

3 A I know the page it's on.

4 I'm just having a problem just trying to

5 recollect what that is. But it's higher

6 than $800 million.

7 Q Good.

8 A Yeah.

9 Q Does the figure of

1 0 5.9 billion ring a bell?

1 1 A It could, yes. It sounds

1 2 reasonable. But I just -- unfortunately,

1 3 I just can't remember. I know where I

1 4 can find it.

1 5 Q Got it.

1 6 In your 800 million

1 7 estimate, how did you handle claims that

1 8 were unliquidated? Do you understand the

1 9 term unliquidated?

2 0 A I do.

2 1 Q So how did you handle those

2 2 claims? So, for example, a litigation

2 3 claim that says you did all sorts of bad

2 4 things to me, an amount sought

2 5 unliquidated, how do you deal with that

Page 33

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 34 of 236
1 MARK SHANKWEILER

2 proof of claim?

3 MS. STAFFORD: Objection,

4 form.

5 A So specifically as it

6 relates to litigation claims, we worked

7 with Diaz & Vazquez who have experience

8 with the litigation actions that PREPA is

9 involved with or that were asserted

1 0 against PREPA. They were able to

1 1 identify the nature -- first of all, they

1 2 had the case files. All the case files

1 3 were provided to Diaz & Vazquez or at

1 4 least most of them. When I say all, my

1 5 understanding is that Diaz & Vazquez had

1 6 obtained the case files. They would

1 7 evaluate the case files and come up with

1 8 a determination as to what in their legal

1 9 opinion the litigation claim would be

2 0 worth. And so we relied on their

2 1 expertise, their legal expertise in order

2 2 to come up with a value for that

2 3 particular claim.

2 4 Q So you get the input from

2 5 Diaz & Vazquez, put that in your model,

Page 34

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 35 of 236
1 MARK SHANKWEILER

2 and that's part of the 800 million?

3 A We incorporate Diaz &

4 Vazquez's estimates into our database,

5 our model.

6 Q Which produces the

7 $800 million result?

8 A Yes.

9 Q And I asked you about

1 0 unliquidated claims. And you pivoted to

1 1 litigation claims.

1 2 So I want to make sure that

1 3 we were precise here in the sense there

1 4 are litigation claims where there's a set

1 5 amount asked -- PPOA claim -- saying I'm

1 6 owed 300 million for damages. That's a

1 7 litigation claim, I would think, because

1 8 you're not consenting to that. But

1 9 another one might say unliquidated. So I

2 0 want to go back to unliquidated claims.

2 1 What did you do with

2 2 unliquidated claims, and where would I

2 3 find that in your estimates? So let's

2 4 ignore that last part of about where I

2 5 find it.

Page 35

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 36 of 236
1 MARK SHANKWEILER

2 So let's start with, what

3 did you do with unliquidated claims?

4 MS. STAFFORD: Objection,

5 form.

6 A Again, to the extent that a

7 claim was filed and it was unliquidated,

8 first of all, there were numerous

9 unliquidated claims because it's just

1 0 what oftentimes happens as you know. But

1 1 the more significant -- where we were

1 2 concerned with evaluating unliquidated

1 3 claims would be to the extent that there

1 4 might be a litigation claim that was

1 5 liquidated or was -- or which was

1 6 unliquidated, the process would be to the

1 7 extent that there was a case that was

1 8 identified with a proof of claim, we

1 9 would work with Diaz & Vazquez to make a

2 0 determination as to whether or not

2 1 there's a true claim.

2 2 Q When you say a case, you

2 3 mean a case pending in Puerto Rico

2 4 somewhere?

2 5 A In district court, the court

Page 36

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 37 of 236
1 MARK SHANKWEILER

2 of first instance, things like that.

3 Q Got it. But let's assume

4 there's no case pending.

5 So what was the process to

6 determine the estimate for that

7 particular claim that went into your

8 800 million estimate?

9 MS. STAFFORD: Objection,

1 0 form.

1 1 A We would have evaluated

1 2 using the same process to determine --

1 3 Q You mean Diaz & Vazquez?

1 4 A Diaz & Vazquez and working

1 5 with, you know, our -- at the time, we

1 6 were still able to work with PREPA before

1 7 we switched to LUMA. We did that but

1 8 principally working with Diaz and

1 9 Corretjer.

2 0 Q We were still able to work

2 1 with PREPA before LUMA? I'm not sure I

2 2 understand.

2 3 A Sorry.

2 4 Q You need to unpack that for

2 5 me.

Page 37

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 38 of 236
1 MARK SHANKWEILER

2 A Sorry. Well, as you know,

3 that PREPA transferred its transmission

4 distribution to LUMA. And so we were

5 able to -- essentially pre-pandemic and

6 pre-transfer, we were able to work with

7 PREPA's employees, principally through

8 Diaz & Vazquez. And once it was

9 transferred to LUMA, we were able to

1 0 speak with the LUMA employees, but it

1 1 just wasn't as frequent and as easy. But

1 2 that's what I meant.

1 3 Q Understood.

1 4 Going back to the

1 5 unliquidated claims, is it your testimony

1 6 that you or your team has reviewed each

1 7 and every unliquidated claims and

1 8 ascribed a value to it that is included

1 9 in your 800 million estimate?

2 0 MS. STAFFORD: Objection,

2 1 form.

2 2 A No. It's not my testimony

2 3 that we reviewed each and every

2 4 unliquidated claim and included a value.

2 5 Q Well, let me backtrack now.

Page 38

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 39 of 236
1 MARK SHANKWEILER

2 Did your team review and

3 evaluate every claim that was filed,

4 unliquidated or not?

5 A Our team went through and

6 confirmed the claims and types of claims

7 and evaluated the proof of claim for, I

8 would say, the vast majority, yes. To

9 the extent that claims were transferred

1 0 in, we would evaluate those. But, yes,

1 1 the majority of the claims, we would have

1 2 looked at a level to understand the

1 3 claim.

1 4 Q So would it be fair to

1 5 say -- and please don't adopt my

1 6 characterization if you're not

1 7 comfortable with it -- but this was

1 8 mostly a top-down approach, meaning

1 9 starting with the largest claim, largest

2 0 categories of claim and going down,

2 1 rather than a bottoms-up where you review

2 2 each and every claim and ascribe the

2 3 value to those claims?

2 4 MS. STAFFORD: Objection,

2 5 form.

Page 39

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 40 of 236
1 MARK SHANKWEILER

2 A So our process started with

3 a bottoms-up approach to understand the

4 types of claims that were included in

5 each category. We evaluated the claims

6 based on when we were working with Diaz &

7 Vazquez, for example, on the larger

8 claims or for the litigation claims as an

9 example. We would have asked them to

1 0 focus on the largest litigation claims.

1 1 But that's not solely what

1 2 we looked at. We looked at even those

1 3 claims, which were identified, at least

1 4 in the claims register, as being zero.

1 5 And so we've looked at --

1 6 Q Apologize.

1 7 A So we looked at each one of

1 8 the claims.

1 9 Q I'm a little bit confused

2 0 now because before, you said we did not

2 1 look at every claim and ascribed a value.

2 2 Now you're saying you looked at each one

2 3 of the claims.

2 4 A So I think what I was

2 5 answering prior to this was whether we

Page 40

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 41 of 236
1 MARK SHANKWEILER

2 ascribed a value. So we looked at each

3 one of the claims. To the extent that we

4 felt that a claim had to be adjusted

5 based on a review, we adjusted it. But

6 we did look at each one of the claims to

7 understand the nature of the claim and

8 make sure that it was -- to make sure

9 that it was reflected accurately in the

1 0 claims register.

1 1 Q The $800 million estimate

1 2 ascribes a value for each claim filed or

1 3 not?

1 4 A The $800 million that's

1 5 included in the register includes values

1 6 for each claim filed, plus a cushion, an

1 7 estimate of -- a cushion to the extent

1 8 that we felt that the claim could be

1 9 potentially higher than the amount

2 0 asserted.

2 1 As an example, in reviewing

2 2 one of the claims, I believe it was a

2 3 class action claim, it was initially

2 4 identified as zero. And in review of

2 5 that claim, we identified that that

Page 41

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 42 of 236
1 MARK SHANKWEILER

2 really should be $172 million asserted.

3 So that's an example of where we had

4 identified an unliquidated claim or a

5 zero dollar value claim, contacted Kroll,

6 had that modified, evaluated the claim

7 and have included in our

8 $800 million estimate, a value associated

9 with that claim.

1 0 And so that's the type of

1 1 process that we went on to ensure that we

1 2 captured value for even unliquidated

1 3 amounts or what was initially viewed as a

1 4 zero-dollar or recorded as a zero-dollar

1 5 value in the claims register.

1 6 Q A lot of moving pieces. We

1 7 have to be precise about this.

1 8 The fact that Kroll may have

1 9 indicated the claim is zero or somebody

2 0 at PREPA or in your organization ascribed

2 1 a zero value, that doesn't make that

2 2 claim an unliquidated claim.

2 3 A Understood.

2 4 Q So if I had the backup for

2 5 your $800 million estimate, I would see

Page 42

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 43 of 236
1 MARK SHANKWEILER

2 that every claim is spoken for with a

3 value ascribed so it? That's my

4 question. I want to be very precise

5 because to be candid, I think we've

6 gotten different answers to that

7 question. This is very specific.

8 MS. STAFFORD: Objection,

9 form, and to the extent it

1 0 mischaracterizes his testimony.

1 1 MR. DESPINS: That's why

1 2 we're trying to clarify it.

1 3 MS. STAFFORD: Well, I think

1 4 you're mischaracterizing what he

1 5 previously testified to.

1 6 MR. DESPINS: That's why

1 7 he's going to clarify it.

1 8 Q So can you help me

1 9 understand this? Is there a line item

2 0 for every claim with a value ascribed to

2 1 that claim?

2 2 A Is there a line item?

2 3 Q In your analysis, it's not

2 4 only a one-pager; there must be some

2 5 backup?

Page 43

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 44 of 236
1 MARK SHANKWEILER

2 A Yes. There's a line item

3 for each one of the claims.

4 Q And your team or you have

5 ascribed a value to each claim that has

6 been filed against PREPA?

7 A Yes.

8 Q And that would be reflected

9 in the backup to your analysis, your

1 0 $800 million estimate?

1 1 A Yes.

1 2 Q And going back to the issue

1 3 of unliquidated claims, for unliquidated

1 4 claims, those that have been filed as

1 5 unliquidated, your team has ascribed a

1 6 value for those claims in the

1 7 $800 million estimate?

1 8 A There is value ascribed for

1 9 each claim.

2 0 Q But you did that? I'm

2 1 asking you and your team.

2 2 MS. STAFFORD: Objection,

2 3 form.

2 4 A We would have reviewed that

2 5 and looked at that claim to determine

Page 44

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 45 of 236
1 MARK SHANKWEILER

2 whether or not it was, you know, ascribed

3 a value, yes.

4 Q Do you believe that you have

5 the expertise -- and now it's you

6 personally and your team -- to estimate

7 the allowed amount of what you referred

8 to as litigation claims?

9 A So me personally and my team

1 0 personally as it relates to valuation of

1 1 litigation claims, the answer is no. But

1 2 we did not -- I mean we coordinated with

1 3 Diaz & Vazquez, who are experts in

1 4 evaluating litigation claims. And we

1 5 used their advice as it relates to the

1 6 litigation claims.

1 7 Q And without that advice, you

1 8 could not have come up with your

1 9 estimation of 800 million?

2 0 MS. STAFFORD: Objection,

2 1 form.

2 2 A The estimate of

2 3 $800 million includes a category for

2 4 litigation claims which was based upon

2 5 Diaz & Vazquez's input. So could you ask

Page 45

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 46 of 236
1 MARK SHANKWEILER

2 the question again? I'm sorry.

3 Q Without the Diaz & Vazquez

4 advice, you could not have come up with

5 your estimation of 800 million; isn't

6 that so?

7 MS. STAFFORD: Objection,

8 form.

9 A Correct.

1 0 Q Let's talk about the PPOA

1 1 claims, again, same acronym.

1 2 A Yup.

1 3 Q The asserted amount for

1 4 those claims is approximately

1 5 2.8 billion. I'm not going to hold you

1 6 to the -- it could be 2.7, 2.9, but that

1 7 general amount, does that sound right?

1 8 A I know that there's an

1 9 exhibit, the disclosure statement. I

2 0 think it's Exhibit O.

2 1 Q Yes.

2 2 A And so rather than tax my

2 3 memory, could we maybe see that to see

2 4 what that is?

2 5 Q Sure, absolutely.

Page 46

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 47 of 236
1 MARK SHANKWEILER

2 A That's probably where I

3 should have looked.

4 (The above-referred-to

5 document was marked as Exhibit 4 for

6 identification, as of this date.)

7 Q So that's Exhibit 4.

8 A Yes. Exhibit O. I'm sorry.

9 Q Have you had a chance to

1 0 look at it briefly on the question I just

1 1 asked you?

1 2 A Yes.

1 3 Q So what's the amount of

1 4 asserted claims for PPOA?

1 5 A The amount of the asserted

1 6 claims for PPOA is $2.779 billion.

1 7 Q And you see there are three

1 8 columns, obviously. One is called

1 9 estimated low value; the other one is

2 0 estimated high value; and then there's

2 1 one in the middle called adjusted

2 2 estimated value.

2 3 A Yes.

2 4 Q I understand -- well, first,

2 5 let me make sure we're clear on this.

Page 47

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 48 of 236
1 MARK SHANKWEILER

2 The estimated value low and

3 estimated value high, does that come from

4 Vazquez and -- Diaz & Vazquez?

5 A No.

6 Q It comes from where?

7 A So we -- I believe that

8 there is an -- in the disclosure

9 statement also, there's a discussion of

1 0 the components of the PPOA claims. And

1 1 so the -- and I believe that was on like

1 2 page 55 or so. And so the estimation of

1 3 the PPOA claims, they were developed by

1 4 us based on our review of the claims, as

1 5 well as understanding of what's

1 6 permissible or -- when I say what's

1 7 permissible, it's really based on our

1 8 understanding of the components of the

1 9 claims and based on our review of the

2 0 PPOA contracts in consultation with both

2 1 Proskauer and Diaz & Vazquez as to what a

2 2 valid claim might be and so based on

2 3 inputs from -- as well as based on our

2 4 understanding of each one of the PPOA

2 5 circumstances, based on our conversations

Page 48

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 49 of 236
1 MARK SHANKWEILER

2 with folks in the project management

3 office down at PREPA. So there is a

4 combination of things that went into the

5 estimation of this range of claims.

6 Q But you reviewed the PPOA

7 agreements? Is that what your testimony

8 is?

9 A We reviewed the proof of

1 0 claims that were filed, the claims which

1 1 were asserted by the claimant and

1 2 reviewed portions of the PPOA contracts.

1 3 Q And do you believe that you

1 4 have the expertise to determine what

1 5 claims may be allowed based on your

1 6 review of contracts?

1 7 MS. STAFFORD: Objection,

1 8 form.

1 9 Q You personally now.

2 0 A I would not have. Me

2 1 personally, I would not feel comfortable,

2 2 and I don't think I have the expertise to

2 3 analyze a legal document and determine,

2 4 you know, whether or not an asserted

2 5 claim is a valid claim pursuant to a

Page 49

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 50 of 236
1 MARK SHANKWEILER

2 contract.

3 Q And that's where you rely on

4 Proskauer or Diaz & Vazquez; correct?

5 A Correct.

6 Q Do you recall a reference --

7 you referenced the disclosure statement

8 where there's a discussion?

9 A Yes.

1 0 Q Do you recall there's a

1 1 reference at one point to the fact that

1 2 the majority of the PPOAs contain a

1 3 provision explicitly prohibiting any

1 4 claim on account of lost profits? Do you

1 5 remember that statement?

1 6 A Yes.

1 7 Q And did you verify that

1 8 yourself, whether that clause existed or

1 9 not, in the various contracts?

2 0 A I reviewed -- I think it was

2 1 Clause 13.3. And I did not verify in

2 2 each one of those personally, but I

2 3 understand that the team, either

2 4 Proskauer or my team did, yes.

2 5 Q And do you know what

Page 50

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 51 of 236
1 MARK SHANKWEILER

2 adjustment in the estimated amount for a

3 particular PPOA was made based on the

4 presence or absence of such clause?

5 Because it says the majority, meaning

6 it's not all. It's a majority; right?

7 So there are some that didn't have that

8 language.

9 So the question is, do you

1 0 recall what adjustment was made to the

1 1 estimated amount of the allowed claim of

1 2 that particular claimant based on the

1 3 presence or absence of such a provision

1 4 in the contract?

1 5 MS. STAFFORD: Objection,

1 6 form.

1 7 A So what we had done, we had

1 8 provided a similar adjustment. Again,

1 9 there's three components. I think what

2 0 we looked at when we saw a PPOA claim, we

2 1 reviewed the claim. They had oftentimes

2 2 development costs. They had lost profit.

2 3 And to the extent we couldn't identify

2 4 whether it was either of the two, it was

2 5 a damages claim.

Page 51

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 52 of 236
1 MARK SHANKWEILER

2 As it relates to the lost

3 profits, we had discussions with Diaz &

4 Vazquez as to whether or not the contract

5 permitted -- whether a valid claim could

6 be asserted for lost profits. As we

7 discussed, the PPOA contract did not

8 permit a claim related to lost profits.

9 Further, we understand in

1 0 our conversations with Diaz & Vazquez

1 1 that Puerto Rico Law does not -- would

1 2 not recognize a valid claim for lost

1 3 profits. And that's, again, based on our

1 4 discussions with Diaz & Vazquez.

1 5 And so what we did is we

1 6 adjusted those claims -- claim amounts

1 7 for each one of the PPOAs that asserted a

1 8 lost profit component of the PPOA claim.

1 9 And so we provided -- we adjusted that.

2 0 On the low side, we assumed

2 1 that it would be zero. But because a

2 2 number of these are in litigation, we

2 3 provided a high amount or a higher amount

2 4 of 30 percent, I believe it was. So the

2 5 level of cushion in there for, you know,

Page 52

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 53 of 236
1 MARK SHANKWEILER

2 potential litigation, we wanted to make

3 sure that we would have something just to

4 make sure that there's sufficient

5 cushion. But that's with regard solely

6 to the lost profit component.

7 Q Understood.

8 But you said that the

9 contracts did not allow for lost profit,

1 0 and I thought we talked about the fact

1 1 that the disclosure statement uses the

1 2 term majority.

1 3 A Yes.

1 4 Q Meaning some don't have that

1 5 clause; understood; correct?

1 6 A I understand.

1 7 Q So my question is, all

1 8 things being equal, two claimants, one

1 9 that has a contract with a prohibition on

2 0 lost profit, the other one silent on

2 1 that, what is the adjustment that was

2 2 made for that circumstance?

2 3 MS. STAFFORD: Objection,

2 4 form.

2 5 A Again, the advice that was

Page 53

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 54 of 236
1 MARK SHANKWEILER

2 provided by Diaz & Vazquez, regardless of

3 whether or not it contained a contractual

4 provision, putting that aside is that in

5 Puerto Rico, a lost profit claim would

6 not be considered a valid claim under

7 Puerto Rico Law.

8 Q So, therefore, anyone

9 asserting a lost profit got a zero for

1 0 that?

1 1 MS. STAFFORD: Objection,

1 2 form.

1 3 Q On the low side?

1 4 A On the low side.

1 5 Q Now, you mentioned that all

1 6 of these are in litigation or something

1 7 like that?

1 8 MS. STAFFORD: Objection,

1 9 form.

2 0 Q What did you mean by -- you

2 1 referred to litigation. So you'll

2 2 correct me. But I thought it was that

2 3 given that all of these are in

2 4 litigation.

2 5 MS. STAFFORD: Objection,

Page 54

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 55 of 236
1 MARK SHANKWEILER

2 form.

3 Q I may have misunderstood.

4 So please correct me.

5 A So I think what I said is

6 that because certain of the PPOAs have

7 been in litigation, one of the reasons

8 that we provided a range or we adjusted

9 the lost profit components of that claim

1 0 between 0 and 30 was to provide a cushion

1 1 to the extent that any litigation that

1 2 might be being pursued would result in a

1 3 higher claim than what we would have

1 4 adjusted to on the low side for that

1 5 component.

1 6 Q In what litigation were you

1 7 referring to there in your answer,

1 8 generally?

1 9 MS. STAFFORD: Objection,

2 0 form. Sorry. Go ahead.

2 1 A Generally, I know that in

2 2 reading the proof of claims, oftentimes,

2 3 you can see that there is -- the detail

2 4 provides that there's an adversary,

2 5 whether I'm using the correct legal term,

Page 55

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 56 of 236
1 MARK SHANKWEILER

2 but there was a dispute.

3 Q A dispute.

4 A A dispute. Maybe dispute is

5 a better term than litigation.

6 Q Okay. Fair enough.

7 Have you or -- I'm sorry.

8 I should say, has the board

9 objected to any of these PPOA claims to

1 0 date?

1 1 A I don't believe as -- to

1 2 date, I don't believe they have.

1 3 Q The part that I didn't cover

1 4 in Exhibit O is the middle column,

1 5 adjusted estimated value.

1 6 Could you try to define that

1 7 for me? I see the words. I see what low

1 8 is. I see what high is.

1 9 But adjusted estimated

2 0 value, can you in your own terms explain

2 1 that?

2 2 A Sure. So if you go back to

2 3 the disclosure statement that talks about

2 4 the PPOA claims and the estimation

2 5 process for that, there's essentially

Page 56

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 57 of 236
1 MARK SHANKWEILER

2 three components. Again, it would be the

3 development costs. It would be the lost

4 profit and the damages.

5 Based on our conversations

6 with and our understanding of the law and

7 based on a review of -- I think there was

8 one PPOA claim that was in arbitration.

9 We viewed the -- we did not adjust the

1 0 development costs. So for the

1 1 development costs, we generally allowed

1 2 those development -- allowed is not a

1 3 good term. We didn't adjust the

1 4 asserted -- the portion of the claim,

1 5 which asserted development cost claim, we

1 6 did not adjust those. So we're generally

1 7 allowing that as -- at the full claimed

1 8 value.

1 9 For the lost profit, we

2 0 essentially came up with a range from 0

2 1 to 30 percent. And for the damages

2 2 portion of the claim, we looked at the

2 3 type of claim, looked at the basis for

2 4 the claim and came up with an adjustment.

2 5 The midpoint that we came to here is

Page 57

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 58 of 236
1 MARK SHANKWEILER

2 essentially an amount that is based on

3 the -- just to provide sufficient

4 cushion, I think, in the estimation of

5 the PPOA claims. So that's really how we

6 derived that. It's really what our view

7 of the estimated value of that claim

8 would be based on the various inputs for

9 the 12 or 13 PPOA claims that we

1 0 reviewed.

1 1 Q But you used the term

1 2 midpoint.

1 3 These are not midpoints?

1 4 A No. This is not a midpoint.

1 5 Q You say for lost profit, we

1 6 essentially came up with a range from 0

1 7 to 30 percent?

1 8 A Right.

1 9 Q 0 in the low side, 30 on the

2 0 high. Again, I'm confused as to --

2 1 A Sorry.

2 2 Q -- in the middle column,

2 3 where is that 0 to 30 percent analysis

2 4 coming in? Is it in the middle of the

2 5 column, is it elsewhere?

Page 58

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 59 of 236
1 MARK SHANKWEILER

2 A So the 0 would be the low.

3 The estimated value would be the high.

4 And we -- the adjusted estimated value

5 here would be based on our adjustments of

6 the low and high to come up with what we

7 felt was, you know, an appropriate value

8 based on the particulars of each one of

9 the claims.

1 0 Q But how did you do that?

1 1 A It was based on judgment.

1 2 And in order to provide sufficient

1 3 cushion, to ensure that there's

1 4 sufficient cushion in these claims.

1 5 Q You mean your judgment?

1 6 A I would say it's a

1 7 combination of judgment, which was -- I

1 8 mean there's plenty of people, you know,

1 9 our views, which we are informed by our

2 0 discussions with both Diaz & Vazquez and

2 1 Proskauer.

2 2 Q That column, adjusted

2 3 estimated value, exists throughout this.

2 4 It doesn't apply only to

2 5 PPOA; correct?

Page 59

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 60 of 236
1 MARK SHANKWEILER

2 A Yup.

3 Q So let's talk about other

4 categories; for example, the UTICE

5 arbitration award. In this case, there's

6 no adjustment at all?

7 MS. STAFFORD: Objection,

8 form.

9 Q Or there doesn't seem to be

1 0 a difference between the three columns;

1 1 am I correct?

1 2 MS. STAFFORD: Sorry. The

1 3 UTICE litigation column?

1 4 MR. DESPINS: No. Sorry. I

1 5 was referring to the UTICE

1 6 arbitration awards. There are two

1 7 UTICE lines. I apologize.

1 8 Q Let's start with the UTICE

1 9 arbitration award.

2 0 So that number is constant?

2 1 A Yes.

2 2 Q Is 5,000,673 the award that

2 3 was received?

2 4 A Based on our review of the

2 5 proof of claim, yes, that was the amount

Page 60

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 61 of 236
1 MARK SHANKWEILER

2 of the award. And we -- again, yes,

3 correct. That's based on our

4 understanding of the award that was

5 provided in the arbitration.

6 Q And let's go to line --

7 there are actually numbers. So it's

8 easier if we refer to numbers. Let's go

9 to line 5, UTICE litigation.

1 0 A Yes.

1 1 Q Asserted amount,

1 2 224,900,000. And there's no low amount.

1 3 A Correct. That would be

1 4 zero. So we probably should put zero in

1 5 there as opposed to the dash.

1 6 Q And there is a high, which

1 7 is the full amount.

1 8 What was the -- was that an

1 9 asserted amount, the 224 million and

2 0 change?

2 1 A Yes. That was asserted by

2 2 UTICE there.

2 3 Q And tell me the process to

2 4 get from a high of 224, a low of zero,

2 5 and then you get what is a result of

Page 61

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 62 of 236
1 MARK SHANKWEILER

2 11,000,245?

3 A So the high claim, the

4 asserted amount here, the $224.9 million,

5 we reviewed the proof of claim. We

6 evaluated the nature of the claim and

7 what their support was and determined

8 that there was no validity in that

9 particular claim because it was really

1 0 based, if you read the actual proof of

1 1 claim, on savings that were enjoyed by

1 2 PREPA related to the change in health

1 3 care plan during a period of time, 2008,

1 4 2009. So it really reflected nothing

1 5 related to the actual claim that UTICE

1 6 asserted.

1 7 We also worked with Diaz &

1 8 Vazquez to obtain information from PREPA

1 9 related to the nature of this claim. And

2 0 we were -- among other things, which

2 1 include comparisons of the health care

2 2 plans, which were changed, not only for

2 3 UTICE, but for the PREPA employees as a

2 4 whole. We identified the number of UTICE

2 5 employees that would have been impacted,

Page 62

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 63 of 236
1 MARK SHANKWEILER

2 understood the type of claim that they

3 were trying to assert here, understood --

4 we reviewed the -- I don't know if it was

5 an arbitration. I think it may have been

6 an arbitration award that suggested that

7 PREPA was liable for any incremental

8 health care benefits that would have been

9 incurred by an UTICE member. And then we

1 0 attempted to reach out to UTICE to have

1 1 them provide any substance or any detail,

1 2 supporting the $224 million claim or any

1 3 claim for that matter. And we did not

1 4 hear anything back from them.

1 5 And so at the end of the

1 6 day, based on our discussions with

1 7 PREPA's -- actually, with D&V and PREPA's

1 8 HR, focusing in looking at the comparison

1 9 of the plans and evaluating the number of

2 0 employees that could have been impacted

2 1 by this, we decided that we would, in

2 2 order to ensure that we would have

2 3 sufficient cushion to the extent that any

2 4 of these claims could be -- would be

2 5 valid claims against PREPA, we

Page 63

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 64 of 236
1 MARK SHANKWEILER

2 provided -- I believe it was a 5 percent

3 cushion or a 5 percent estimate, just to

4 cover any potential claims that could

5 arise.

6 And I think at the end of

7 the day, it was -- it amounted to about

8 $22,000 per UTICE employee which is the

9 basis for the adjusted estimated value.

1 0 Q But given that the lack of

1 1 the supporting documentation that you

1 2 mentioned and the fact that they refused

1 3 or did not provide it, why didn't you

1 4 object to that claim to get it

1 5 disallowed?

1 6 A That would be a question I

1 7 can't answer.

1 8 Q And I want to go back to the

1 9 issue I asked. Exhibit O, if I obtain

2 0 the backup from your firm on this, in

2 1 every category from 1 through 12, it

2 2 would show the value assessed by your

2 3 firm, by you or your firm, for every

2 4 claim that fits in one of these 12

2 5 categories; correct?

Page 64

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 65 of 236
1 MARK SHANKWEILER

2 MS. STAFFORD: Objection,

3 form.

4 A Yes. Just to be clear,

5 could you repeat the question? I just

6 want to make sure.

7 Q Reviewing Exhibit O, if we

8 were to look at the backup that your firm

9 has for each of Categories 1 through 12,

1 0 would we find an assessed value by you or

1 1 your firm for every claim filed that fits

1 2 into one of these 12 categories?

1 3 MS. STAFFORD: Objection,

1 4 form.

1 5 A The answer is we have a

1 6 value for each one of the claims in our

1 7 records. So, yes, there is a value for

1 8 each one of the claims. To the extent,

1 9 however, that we felt that we -- there

2 0 were uncertainties as to what the

2 1 potential amount might -- to the extent

2 2 that we were concerned with -- when I say

2 3 concerned, to the extent that we wanted

2 4 to ensure that there was sufficient

2 5 cushion, we may have provided, just like

Page 65

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 66 of 236
1 MARK SHANKWEILER

2 an estimate for, you know, a cushion,

3 like an increase in the claim value if we

4 wanted to ensure that we had sufficient

5 cushion based on where we were in the

6 review of the claims.

7 Q We may be like ships passing

8 each other in the night here.

9 A We may.

1 0 Q You answered there is an

1 1 assessed value for every claim. I asked

1 2 you whether your firm determined an

1 3 assessed value for every claim.

1 4 A Yes. The answer is yes. We

1 5 have an assessed value.

1 6 Q So to be clear, this is not

1 7 just a proof of claim is filed, an X

1 8 amount, that's the file; in fact, each

1 9 claim has been reviewed and assessed a

2 0 value?

2 1 MS. STAFFORD: Objection,

2 2 form, asked and answered.

2 3 A We have a value assessed for

2 4 each one of the claims, yes.

2 5 Q Has each claim been

Page 66

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 67 of 236
1 MARK SHANKWEILER

2 reviewed?

3 MS. STAFFORD: Objection,

4 asked and answered.

5 A Yes. Each claim has been

6 reviewed.

7 Q And assessed a value for

8 each?

9 MS. STAFFORD: Objection,

1 0 asked and answered.

1 1 A Yeah. A value was assessed

1 2 for each one of the claims.

1 3 Q By you or your firm?

1 4 MS. STAFFORD: Objection,

1 5 asked and answered. You can answer

1 6 again.

1 7 A The answer is that we

1 8 reviewed each claim. And we have

1 9 assessed a value. There's an assessed

2 0 value for each one of the claims.

2 1 Q But you see the difference

2 2 between there's an assessed value, and we

2 3 have assessed a value? Do you see the

2 4 difference between those two points?

2 5 MS. STAFFORD: Objection,

Page 67

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 68 of 236
1 MARK SHANKWEILER

2 asked and answered. You can answer

3 it again. But we're really getting

4 to the point of badgering him on a

5 question he's answered multiple

6 times.

7 A There are a number of claims

8 which were immaterial that we may not

9 have gone through individually to assess

1 0 a value. So to the extent that we would

1 1 have looked at the claim and determined

1 2 whether or not we had to specifically

1 3 assess a value, but we did look at the

1 4 values for all claims. And there is a

1 5 value that was assessed for each one of

1 6 the claims that we're comfortable with.

1 7 Q How did you determine

1 8 whether something was immaterial or

1 9 not --

2 0 MS. STAFFORD: Objection,

2 1 form.

2 2 Q -- based on the dollar

2 3 amount asserted?

2 4 A Yes.

2 5 MR. DESPINS: Why don't we

Page 68

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 69 of 236
1 MARK SHANKWEILER

2 take a short break at this point.

3 THE VIDEOGRAPHER: Off the

4 record at 10:31, marking the end of

5 Media Unit No. 1.

6 (A short recess was taken.)

7 THE VIDEOGRAPHER: We are on

8 the record at 10:57. This marks the

9 beginning of Media Unit No. 2.

1 0 Please proceed.

1 1 Q Welcome back.

1 2 A Thank you.

1 3 Q So, Mr. Shankweiler, you

1 4 mentioned on several occasions before

1 5 that you received input from this firm

1 6 called Diaz & Vazquez?

1 7 A Vazquez.

1 8 Q Did you receive e-mails from

1 9 them --

2 0 A Yes.

2 1 Q -- containing their

2 2 recommendations?

2 3 A We exchanged e-mails on the

2 4 claims that they were reviewing,

2 5 principally related to the litigation

Page 69

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 70 of 236
1 MARK SHANKWEILER

2 claims. And when they sent us e-mails --

3 and when they sent us e-mails on those

4 claims, they would include memos that

5 would discuss the litigation claims, the

6 merits, the background and what a

7 proposed settlement amount would be or

8 what a proposed value of that claim would

9 be. We also received e-mails. We

1 0 receive e-mails from them as it relates

1 1 to the UTIER claims valuations for the

1 2 grievance claims. We receive e-mails

1 3 from them with regard to their work in

1 4 evaluating the expropriation claims and

1 5 then sometimes just hey, how you doing

1 6 e-mails.

1 7 Q What about the PPOA claims?

1 8 Did you consider those to be litigation

1 9 claims as well?

2 0 A On the PPOA claims, we may

2 1 have received some e-mails from Diaz &

2 2 Vazquez on PPOA claims, but not that --

2 3 that was not necessarily related to the

2 4 estimation of the claims itself. It was

2 5 related to, oftentimes, the background

Page 70

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 71 of 236
1 MARK SHANKWEILER

2 because they're down in San Juan, because

3 they are generally at PREPA's offices

4 several times a week. They are able to

5 get questions answered that we have and

6 that we've asked them to look into

7 because of their access.

8 So we have received -- we

9 have received e-mails on PPOAs from Diaz

1 0 & Vazquez, but not as it relates to these

1 1 ranges, the estimated low, the estimated

1 2 high and the adjusted estimated value.

1 3 So it's input that we considered and

1 4 provided insights into us.

1 5 Q So not on the merits of

1 6 those claims from a legal point of view,

1 7 you don't receive memos from them?

1 8 MS. STAFFORD: Objection,

1 9 mischaracterizes testimony.

2 0 A So on the merits of the

2 1 claim, we did receive e-mails from

2 2 Eduardo Corretjer as it relates to

2 3 certain of the PPOA claims that he was --

2 4 his firm was responsible for representing

2 5 PREPA on. And I believe on two or three

Page 71

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 72 of 236
1 MARK SHANKWEILER

2 of those claims, he discussed the merits

3 of those PPOA claims.

4 Q Is he with the Diaz firm?

5 A He's a separate -- he is

6 retained separately by PREPA. PREPA

7 retains a number of outside attorneys

8 like any big corporation. So part of his

9 work was done in evaluating some of the

1 0 more complex litigation claims.

1 1 Q So he provided you with

1 2 advice on the merits of claims that he

1 3 had been handling in litigation, pending

1 4 litigation? Again, I don't want to

1 5 mischaracterize it. You tell me.

1 6 A Whether it was -- wherever

1 7 there were disputes, my understanding is

1 8 wherever there were disputes that

1 9 required outside counsel, litigation

2 0 counsel, then several, at least two, is

2 1 my recollection. Two other PPOA claims

2 2 were handled by Mr. Corretjer.

2 3 Q So that's two.

2 4 But then there's a whole

2 5 other universe of PPOA claims?

Page 72

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 73 of 236
1 MARK SHANKWEILER

2 A Yes.

3 Q And he didn't advise on the

4 merits of those, and neither did Vazquez?

5 MS. STAFFORD: Objection,

6 mischaracterizes testimony.

7 A Again, as it relates to the

8 merits of certain components of the

9 claims, Diaz & Vazquez had a few based on

1 0 their understanding of the contracts,

1 1 based on their understanding of the

1 2 contract rejection provisions, based on

1 3 their understanding of Puerto Rican Law

1 4 as to whether or not a particular

1 5 component of a PPOA claim would be a

1 6 valid claim.

1 7 And so those are the types

1 8 of -- those are the type of conversations

1 9 that we had and the kind of advice that

2 0 we were looking -- the insights that we

2 1 wanted from Diaz & Vazquez.

2 2 Q So Diaz & Vazquez advised

2 3 regarding the merits of the PPOA claims?

2 4 It's a yes or no.

2 5 A Components of it, yes.

Page 73

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 74 of 236
1 MARK SHANKWEILER

2 MR. DESPINS: For the

3 record, we're calling for the

4 production of those e-mails and

5 memos.

6 MS. STAFFORD: Those will

7 not be produced. They're subject to

8 common interest privilege. We have a

9 common interest with PREPA in the

1 0 reconciliation of claims.

1 1 MR. DESPINS: Okay. We'll

1 2 deal with that later.

1 3 Q Moving on back to No.

1 4 Exhibit, I think, 4, well, you have it in

1 5 front of you, which is the Exhibit O to

1 6 the disclosure statement.

1 7 There was a prior version of

1 8 this, was there not, that dates back to

1 9 December? No. Sorry. February. Sorry.

2 0 Let me clarify my question.

2 1 The board filed a disclosure

2 2 statement prior to this version of the

2 3 disclosure statement; right? It filed

2 4 something in December of 2022? Does that

2 5 ring a bell?

Page 74

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 75 of 236
1 MARK SHANKWEILER

2 A I think I remember that,

3 yes.

4 Q Do you recall that that

5 version of the disclosure statement

6 announced that the estimation of the

7 unsecured claims was also $800 million?

8 A I don't recall.

9 MS. STAFFORD: This is going

1 0 to be Exhibit 5?

1 1 MR. DESPINS: Can we make it

1 2 Exhibit 5? It should be.

1 3 MR. BONGARTZ: Yes. We can

1 4 make it Exhibit 5.

1 5 (The above-referred-to

1 6 document was marked as Exhibit 5 for

1 7 identification, as of this date.)

1 8 Q So do you see on page 26,

1 9 which is the second page of Exhibit 5 --

2 0 A I do.

2 1 Q -- a category called general

2 2 unsecured claims, Class 5?

2 3 A I do.

2 4 Q Estimated claim amount,

2 5 800 million?

Page 75

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 76 of 236
1 MARK SHANKWEILER

2 A I do.

3 Q So does that refresh your

4 recollection?

5 A I mean, I guess, if -- it

6 looks like, you know, this was filed on

7 December 16th, '22. And I will -- I

8 guess I can stipulate that I trust you

9 that you're not going to give me

1 0 something that's not correct.

1 1 Q My question is, does this

1 2 refresh your recollection about an

1 3 $800 million estimate at that time?

1 4 A Yes.

1 5 Q And did you provide that

1 6 estimate at that time?

1 7 A We had provided a range of

1 8 estimates over the course of, you know, I

1 9 would say two years, refining these

2 0 amounts. And the estimates that were

2 1 provided here I think were generally

2 2 consistent with what our expectations

2 3 would be in looking at what the estimated

2 4 claim amounts would be for the general

2 5 unsecured claims.

Page 76

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 77 of 236
1 MARK SHANKWEILER

2 Q So this is based on reports

3 you would have provided at that time?

4 A We shared our reports with

5 Proskauer and had conversations on a

6 weekly basis. So that's what this I

7 would presume be based on.

8 MR. DESPINS: So we call for

9 production of those reports as well.

1 0 MS. STAFFORD: Those are

1 1 also privileged. And they won't be

1 2 produced.

1 3 MR. DESPINS: How are they

1 4 privileged again?

1 5 MS. STAFFORD: That's the

1 6 course of our ongoing work between

1 7 Shankweiler's firm and Proskauer in

1 8 relation to the development of an

1 9 estimate which is clearly work

2 0 product and clearly attorney-client

2 1 privilege.

2 2 MR. DESPINS: I hear you.

2 3 Next exhibit. 6.

2 4 (The above-referred-to

2 5 document was marked as Exhibit 6 for

Page 77

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 78 of 236
1 MARK SHANKWEILER

2 identification, as of this date.)

3 MR. DESPINS: So that's

4 Exhibit 6.

5 Q And I would ask you to look

6 at the last page of that, which is, I

7 guess, an earlier version of Exhibit O.

8 Does that ring a bell?

9 A This is 6 over here. So

1 0 we're looking at a low value of

1 1 $245 million. Yeah. I mean our numbers

1 2 and values change as we continue to do

1 3 work.

1 4 Q So why is there not a middle

1 5 column there? Do you know what middle

1 6 column I'm referring to?

1 7 A I do understand what middle

1 8 column you are referring to. I don't

1 9 know the answer to that.

2 0 Q But you prepared that

2 1 Exhibit O that we're looking

2 2 at --right?-- which is Exhibit 6?

2 3 MS. STAFFORD: Objection,

2 4 foundation.

2 5 A Yes.

Page 78

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 79 of 236
1 MARK SHANKWEILER

2 Q Why did you decide that

3 there was a need to add a middle column

4 to Exhibit O?

5 MS. STAFFORD: And I'd just

6 caution you not to reveal any

7 privileged information.

8 THE WITNESS: Sure.

9 Q You could say that Proskauer

1 0 told you to do it. That's fine.

1 1 A No. In the estimation of

1 2 any -- in determining any sort of range

1 3 of claims, you know, we took care to, you

1 4 know, build up to what we believed a low

1 5 estimate would be, a high estimate would

1 6 be, to the extent was asserted.

1 7 And then we would have

1 8 wanted to come up with what we would

1 9 believe an adjusted estimated value would

2 0 be in order to ensure that there would be

2 1 sufficient cushion, whether it's just to

2 2 come up with -- you know, if you're

2 3 concerned that the lower value may be too

2 4 low based on your belief. It's a

2 5 midpoint. I think most ranges of claims

Page 79

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 80 of 236
1 MARK SHANKWEILER

2 would have midpoints. They would have a

3 high, low and an estimated. So that's

4 why we did it this way.

5 Q But it's not a midpoint, to

6 be clear; right?

7 A This is not a midpoint.

8 Q I'm talking about the column

9 that's missing from this document that's

1 0 in the later version of Exhibit O is not

1 1 a midpoint between low and high, just to

1 2 be clear; right?

1 3 A No.

1 4 Q But it's interesting. It

1 5 was not necessary for you to do that in

1 6 February, but it was necessary to do it

1 7 in March?

1 8 MS. STAFFORD: Objection,

1 9 foundation.

2 0 A I don't recall specifically

2 1 why we didn't have a middle column, an

2 2 adjusted estimated value column.

2 3 Q Let's talk about the UTIER.

2 4 We're going back to Exhibit 4.

2 5 And we're going to use

Page 80

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 81 of 236
1 MARK SHANKWEILER

2 numbers, so that there's no confusion

3 this time. There's an Item Number 3,

4 master claim UTIER grievances. You see

5 that line?

6 A I do.

7 Q And how is it that the high

8 amount for that item was reduced from the

9 asserted amount to a different lower

1 0 amount, 264,000,379? I'm asking you --

1 1 sorry for toggling between two exhibits.

1 2 So there are two Exhibit Os, not to be

1 3 confused. One is dated March 1st, the

1 4 other one is dated February 9th.

1 5 And so if you follow the

1 6 same line, UTIER grievances, on the high

1 7 amount, you see for February 9th was the

1 8 asserted amount. And now the high is 264

1 9 which is much less than the asserted

2 0 amount. So what happened there?

2 1 A So I believe what we were

2 2 doing here, as it relates to these

2 3 particular grievance claims, I think it

2 4 was -- I think for most of these, in

2 5 fact, for all of these in the earlier

Page 81

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 82 of 236
1 MARK SHANKWEILER

2 version, other than for the UTIER damages

3 claim, we asserted the -- or we included

4 the asserted amount as a high estimate,

5 only because we continued to evaluate the

6 claims.

7 And so that's why when I

8 think on the most recent one, which is

9 filed on March 1st, Exhibit 4, it's just

1 0 reflecting what our estimate of the claim

1 1 would be versus the asserted amount.

1 2 And, again, I don't know the specific

1 3 reason why we were using the asserted

1 4 amount versus what our estimates were

1 5 between these two items. I don't recall.

1 6 Q But it's not like UTIER

1 7 communicated to you that their maximum

1 8 amount would be 264379?

1 9 A No.

2 0 Q So you have your own

2 1 internal high exposure, regardless of

2 2 what the claimant is asserting?

2 3 A Yes. And that's

2 4 reflected -- that's reflected on

2 5 Exhibit 4, line 3.

Page 82

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 83 of 236
1 MARK SHANKWEILER

2 Q And then you proceed to

3 reduce those in your adjusted?

4 A Yes. In this instance, I

5 believe what we did is we took the

6 midpoint for that UTIER grievance claim

7 between the low and the high.

8 Q Why take the midpoint? What

9 was the rationale for that?

1 0 A Well, the rationale is that

1 1 we were comfortable with our low

1 2 estimate. And we think -- if there's --

1 3 based on our judgment, if we were able to

1 4 justify a low and looked at estimating

1 5 what the high is, but because the

1 6 uncertainties, we would have adjusted

1 7 that, we would have taken the midpoint

1 8 there just based on -- just to provide a

1 9 value or based on our judgment because we

2 0 didn't think that necessarily -- there

2 1 were arguments for both the low and the

2 2 high.

2 3 Q And, by the way, those

2 4 grievances are governed by Puerto Rico

2 5 Law; correct?

Page 83

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 84 of 236
1 MARK SHANKWEILER

2 MS. STAFFORD: Objection,

3 legal conclusion.

4 Q Do you know?

5 A I don't know the specific --

6 I don't know the answer to that. I would

7 imagine, yes.

8 Q Did you receive advice

9 from --

1 0 A It's called Diaz & Vazquez,

1 1 D&V.

1 2 Q Those guys?

1 3 A Yes.

1 4 We -- yes. We -- there was

1 5 a process.

1 6 Q And Diaz & Vazquez provided

1 7 their input into the grievance claims,

1 8 input on the merits of those claims?

1 9 A Yes, on the merits of the

2 0 claims. But that was not only Diaz &

2 1 Vazquez, the process by which these

2 2 were -- just stepping back, UTIER

2 3 provided a proof of claim broken up

2 4 between No. 2, which was the UTIER

2 5 damages, and No. 3, the UTIER grievances.

Page 84

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 85 of 236
1 MARK SHANKWEILER

2 The UTIER grievances, they just had one

3 single claim amount with no supporting

4 values associated. What they did have

5 and what Diaz & Vazquez was asked by

6 PREPA early -- in late 2019 to do was to

7 assist them in evaluating these claims.

8 The support that UTIER provided was

9 50,000 pages of stuff in 28 boxes. And

1 0 none of those documents had any values.

1 1 So we coordinated with Diaz

1 2 & Vazquez to establish a process by which

1 3 we would be able to build up to what a

1 4 potential value was of these UTIER

1 5 claims, these grievance claims.

1 6 Q Thank you.

1 7 Still on UTIER, but moving

1 8 on now to the collective bargaining

1 9 agreement --

2 0 A Okay.

2 1 Q -- you know there's a

2 2 collective bargaining agreement with

2 3 UTIER; correct?

2 4 A I do.

2 5 Q And has that -- I'll refer

Page 85

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 86 of 236
1 MARK SHANKWEILER

2 to it to the CBA. Has that CBA been

3 rejected?

4 A I don't know. I don't know

5 if it's been rejected or not. I don't

6 believe so.

7 Q If I look at your Exhibit O,

8 this one, Exhibit 4, but Exhibit O in

9 Exhibit 4, where would I find rejection

1 0 damage claims of UTIER arising out of a

1 1 potential rejection of the CBA?

1 2 MS. STAFFORD: Objection,

1 3 foundation.

1 4 A The way we're approaching

1 5 the UTIER grievance claim damages is by

1 6 going through and looking at the

1 7 individual claims and valuing each,

1 8 whether the grievance claims that build

1 9 up to this number. So we don't

2 0 specifically have contract rejection

2 1 damage claims incorporated in this

2 2 number.

2 3 Q Is there any dollar amount,

2 4 estimated, at all on Exhibit O in any of

2 5 the Categories 1 through 12 for CBA

Page 86

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 87 of 236
1 MARK SHANKWEILER

2 rejection claims?

3 MS. STAFFORD: Objection,

4 foundation. I think he's already

5 testified there hasn't been a

6 rejection.

7 MR. DESPINS: Okay. Now

8 you're testifying. That's not cool.

9 MS. STAFFORD: I'm just

1 0 pointing out the foundation issue

1 1 that I see here.

1 2 MR. DESPINS: No. You're

1 3 testifying again.

1 4 A Could you repeat the

1 5 question?

1 6 Q If I'm looking at Exhibit O,

1 7 which is a page of Exhibit 4 and for this

1 8 deposition, is there any dollar amount

1 9 reflected in any of the Categories 1

2 0 through 12 for damages arising out of a

2 1 potential rejection of the collective

2 2 bargaining agreement, the CBA?

2 3 MS. STAFFORD: Same

2 4 objection.

2 5 A So when we developed the

Page 87

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 88 of 236
1 MARK SHANKWEILER

2 claim amount that is included in here for

3 line 3, what we did is we came up with

4 average values for each one of the

5 claims. And based on the number of

6 claims that were filed in PREPA's offices

7 by UTIER, we then applied a cushion to

8 that for unknown claims that could arise

9 or other issues that could arise.

1 0 So that is part of thinking

1 1 about what could potentially arise under

1 2 any contract rejection issues or

1 3 whatever, any additional claims that

1 4 could arise. The amounts here are higher

1 5 than the true extrapolated amount of the

1 6 claims.

1 7 Q So therefore, there is a

1 8 dollar amount built in under line --

1 9 A 3.

2 0 Q -- 3 for rejection damage

2 1 claims?

2 2 MS. STAFFORD: Objection,

2 3 foundation.

2 4 A We've provided a cushion for

2 5 any additional claims that could arise

Page 88

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 89 of 236
1 MARK SHANKWEILER

2 that weren't captured through our

3 analysis and just simply extrapolating

4 the average dollar value of the claims

5 that we have had come up with. So for

6 whatever those claims, whether it would

7 be a contract rejection, whether it would

8 be anything, there's cushion in there to

9 take that into account.

1 0 Q What's that cushion,

1 1 ballpark again? I'm not going to hold

1 2 you to a specific dollar. But give me an

1 3 order of magnitude of your cushion.

1 4 MS. STAFFORD: Objection.

1 5 A So we came up with a range,

1 6 a low range and a high range. And then

1 7 we applied a 50 percent cushion on top of

1 8 that. So it was -- it was, again, based

1 9 on where we are or where I should say

2 0 that Diaz & Vazquez and PREPA is in their

2 1 review of these claims because there are

2 2 well over 10,000 individual cases that

2 3 are being reviewed. And based on where

2 4 we are in that review, we want to provide

2 5 enough of a cushion to the extent that

Page 89

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 90 of 236
1 MARK SHANKWEILER

2 something will come up and we would need

3 to increase that amount.

4 Q Switching gears to other

5 things, you're familiar with the term

6 current expenses? Does that ring a bell?

7 A Yes.

8 Q And what's your

9 understanding of what that means in this

1 0 context?

1 1 MS. STAFFORD: Objection,

1 2 form, legal conclusion.

1 3 A So my understanding -- my

1 4 understanding of the term current expense

1 5 is -- well, again, it's a legal term.

1 6 It's included in the -- I know it's

1 7 included in the 1974 indenture. And it

1 8 dictates what expenses should be paid

1 9 prior to the bonds getting payments is my

2 0 understanding. But that's all I

2 1 really -- I don't know what it means from

2 2 a legal perspective, other than just

2 3 generally what it means.

2 4 Q Understood.

2 5 Have you and your team

Page 90

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 91 of 236
1 MARK SHANKWEILER

2 performed any work with respect to

3 determining which expense would be

4 considered current expenses?

5 A We have not done any work to

6 determine which expense would be

7 considered a current expense, no.

8 Q Are you aware that PREPA has

9 paid, post-bankruptcy, millions of

1 0 dollars to pre-petition creditors of

1 1 PREPA?

1 2 A I am.

1 3 Q And do you know the

1 4 approximate amount involved in here,

1 5 ballpark again?

1 6 A I believe currently, it's

1 7 above 500 million, $550 million, maybe a

1 8 little higher, maybe 600. I don't recall

1 9 specifically.

2 0 Q And have you conducted any

2 1 work with respect to those payments?

2 2 MS. STAFFORD: And I just

2 3 want to object to the extent this is

2 4 outside the scope of his 30(b)(6)

2 5 testimony. If he knows anything

Page 91

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 92 of 236
1 MARK SHANKWEILER

2 personally, he can obviously answer.

3 Q Go ahead.

4 A Could you repeat the

5 question?

6 Q And have you conducted any

7 work with respect to those payments? And

8 the payments I'm referring to are the

9 payments made by PREPA, post-bankruptcy,

1 0 on account of pre-bankruptcy claims.

1 1 MS. STAFFORD: Same

1 2 objection.

1 3 A Yes.

1 4 Q And tell me what -- in what

1 5 context.

1 6 A In the context of reviewing

1 7 a proof of claim that was actually filed

1 8 when we got to -- when we were retained

1 9 by the FOMB to start the claims

2 0 reconciliation process, it was

2 1 approximately a year -- it was

2 2 approximately two years after the filing.

2 3 And it was approximately one year after

2 4 the bar date for filing proofs of claim.

2 5 And when we understood that

Page 92

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 93 of 236
1 MARK SHANKWEILER

2 there were payments that were made on

3 behalf of the pre-petition -- on account

4 of pre-petition invoices, we obtained

5 information from PREPA to determine

6 whether or not the proofs of claim

7 included invoices that might have been

8 paid.

9 Q So if they're satisfied,

1 0 then you wouldn't pay twice?

1 1 A That's the basis for some of

1 2 the objections that we had filed as

1 3 having been satisfied.

1 4 MR. DESPINS: Why don't we

1 5 take this time, like a five-minute

1 6 break, because I think we're probably

1 7 done.

1 8 MS. STAFFORD: Great.

1 9 MR. DESPINS: But I just

2 0 want to confirm that. So people can

2 1 stay put. Really, it's going to be

2 2 no more than three or four minutes.

2 3 THE VIDEOGRAPHER: Off the

2 4 record at 11:31.

2 5 (A short recess was taken.)

Page 93

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 94 of 236
1 MARK SHANKWEILER

2 THE VIDEOGRAPHER: We are on

3 the record at 11:41. Please proceed.

4 MR. DESPINS: We have no

5 further questions. Thank you very

6 much for your time, Mr. Shankweiler.

7 THE WITNESS: Thank you.

8 MS. STAFFORD: Before we go

9 off the record, does anyone else have

1 0 questions on the phone or in the

1 1 room?

1 2 MR. KELLY: I'll be asking a

1 3 few questions. And I think Jane

1 4 Tomic from Kramer Levin will have

1 5 some questions too.

1 6 MS. TOMIC: Yes.

1 7 THE VIDEOGRAPHER: Off the

1 8 record at 11:41.

1 9 (A short recess was taken.)

2 0 THE VIDEOGRAPHER: We are on

2 1 the record at 11:42. Please proceed.

2 2 EXAMINATION BY

2 3 MR. KELLY:

2 4 Q Good morning, Mr.

2 5 Shankweiler. My name is Cameron Kelly.

Page 94

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 95 of 236
1 MARK SHANKWEILER

2 I'm with Quinn Emanuel. We represent

3 Syncora Guarantee Incorporated.

4 Do you know who Syncora is?

5 A I do.

6 Q They're, as you understand

7 it, a monoline insurer of PREPA bonds?

8 A Correct.

9 Q Now, I know Mr. Despins

1 0 talked a little bit about your

1 1 background. But I just wanted to get a

1 2 little more clarity.

1 3 So you've been in the

1 4 restructuring industry since the 1990s?

1 5 A Since '92.

1 6 Q How many formal bankruptcies

1 7 have you been involved in?

1 8 A I don't know the exact

1 9 amount. But over the 20 years, probably

2 0 more -- I can't -- 30, 40, not specific.

2 1 Q Any as big as Puerto Rico?

2 2 A Yes.

2 3 Q And in those big

2 4 bankruptcies like Puerto Rico, what was

2 5 your role?

Page 95

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 96 of 236
1 MARK SHANKWEILER

2 A It ranged from representing

3 creditors. When I say -- let me rephrase

4 that. As big as Puerto Rico with

5 $89 billion or $90 billion of claims. So

6 I was looking at it relative to PREPA

7 with, yeah.

8 Q That's fine.

9 A So our role -- yes. And

1 0 that would have been -- as an example,

1 1 EFIH, Energy Futures, our role would have

1 2 been representing -- I think it was

1 3 noteholders of secured lenders there. So

1 4 it ranged from, you know, representing

1 5 banks to representing noteholders and

1 6 representing, in certain cases, debtors.

1 7 Q And do you view your job

1 8 differently when you're representing a

1 9 debtor as opposed to a creditor

2 0 constituency or a bondholder

2 1 constituency?

2 2 A I mean there's differences,

2 3 yes.

2 4 Q Any that come to mind

2 5 immediately or an example, perhaps?

Page 96

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 97 of 236
1 MARK SHANKWEILER

2 A Well, just as an example --

3 representing an unsecured creditors'

4 committee, as an example, you would be

5 challenging, you know, the analysis that

6 were prepared by the debtors. And so

7 when you're representing the debtors,

8 obviously, you would be an advocate for

9 the debtors' position and doing a lot of

1 0 the analysis that would be reviewed by

1 1 somebody on the other side of the table.

1 2 Q So is it fair to say when

1 3 you're representing creditors, you look

1 4 at whatever the debtors' estimates of

1 5 claims are with some skepticism?

1 6 A Yes.

1 7 Q Do you take that into mind

1 8 when you represent the debtors, that

1 9 level of skepticism?

2 0 MS. STAFFORD: Objection,

2 1 form.

2 2 A I think -- could you

2 3 rephrase that question again?

2 4 Q Yes.

2 5 So if you're retained by a

Page 97

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 98 of 236
1 MARK SHANKWEILER

2 debtor to evaluate claims against their

3 estate, do you take with you in that

4 evaluation, the same level of skepticism

5 of claims that you would when you're

6 representing creditors?

7 A So it's -- it's a little bit

8 different because what you're trying to

9 do when we're representing the debtors,

1 0 we want to make sure that we can justify

1 1 the claims that have been asserted to

1 2 ensure that they're actually correctly

1 3 recorded and captured and to do that

1 4 reconciliation to ensure that ultimately,

1 5 the claims that have been asserted

1 6 against the debtors are valid claims.

1 7 So that's a little bit

1 8 different because from the creditors'

1 9 side, you would say, well, what have you

2 0 done in order to evaluate, so that we're

2 1 comfortable with the work that you've

2 2 done. And we would have access on --

2 3 when we're representing creditors, to

2 4 proofs of claim, et cetera, that would

2 5 have been filed in the case. So there's

Page 98

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 99 of 236
1 MARK SHANKWEILER

2 a differentiation.

3 Q Okay. Fair enough.

4 Now, Mr. Despins touched on

5 this a little bit.

6 The total asserted value

7 currently of unsecured claims against

8 PREPA is about 6 billion, 5.9 billion.

9 Do you recall that?

1 0 A The total value of the

1 1 general unsecured claims?

1 2 Q Yes, of the general asserted

1 3 unsecured claims.

1 4 A Yes.

1 5 Q You mentioned earlier that

1 6 BRG had gotten through about 60 percent

1 7 of the claims asserted against PREPA or

1 8 evaluated about 60 percent of them?

1 9 MS. STAFFORD: Objection,

2 0 mischaracterizes testimony.

2 1 A I don't believe that that

2 2 was my testimony. I think what I had

2 3 said -- I may have said -- I think

2 4 that's -- you know, to the extent that

2 5 we've come to a conclusion on all of the

Page 99

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 100 of 236
1 MARK SHANKWEILER

2 claims, that's probably what I alluded

3 to.

4 Q So just to clarify, you've

5 come to a conclusion about -- on about

6 60 percent of the claims?

7 MS. STAFFORD: Same

8 objection.

9 A I think that's what I said.

1 0 If I think about it a little bit more, I

1 1 might want to refine that to a higher

1 2 amount.

1 3 Q That's fine.

1 4 But you also mentioned that

1 5 BRG in conjunction with other advisors

1 6 and the debtor have looked at every

1 7 claim; right?

1 8 A Yes.

1 9 Q And at least assessed an

2 0 initial value?

2 1 A Yes.

2 2 Q Now, when we were talking

2 3 about the 60 percent number or higher, if

2 4 you want to revise it, you said that

2 5 there was still some big claims

Page 100

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 101 of 236
1 MARK SHANKWEILER

2 outstanding?

3 A Yes.

4 Q Do you have any sense of

5 what those bigger claims that are

6 outstanding are?

7 A Yes.

8 Q What are they, by type of

9 claim and amount?

1 0 A So if I could refer to an

1 1 exhibit.

1 2 Q Yes, of course.

1 3 MR. KELLY: I'll just go

1 4 ahead and use the UCC's exhibit

1 5 because they're already there.

1 6 Q I believe they're Exhibit --

1 7 A 4.

1 8 Q -- 4. That's right.

1 9 Exhibit 4.

2 0 The table on page 3.

2 1 A Yes.

2 2 So could you repeat the

2 3 question so I'm answering correctly?

2 4 Q Yes.

2 5 You said that you hadn't

Page 101

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 102 of 236
1 MARK SHANKWEILER

2 come to a final determination on some of

3 the larger claims. And I asked if you

4 had any sense of what types of claims

5 those are and what their amounts were.

6 MS. STAFFORD: Objection,

7 mischaracterizes the testimony.

8 A So the claims that I know

9 that are still in the process of being

1 0 resolved, they're either objection or

1 1 reconciliation, would be the PPOA claim

1 2 category, the UTIER grievance claim

1 3 category and the UTICE litigation and

1 4 some of the litigation claims as far as

1 5 the larger components. There's still

1 6 other -- the reconciliation process is

1 7 still ongoing with certain of the other

1 8 categories of claims which are not moving

1 9 the needle here with regard to the

2 0 adjusted estimated value.

2 1 Q And by not moving the

2 2 needle, do you just mean they're smaller

2 3 in amount?

2 4 A Smaller in amount, more

2 5 voluminous and smaller in amount.

Page 102

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 103 of 236
1 MARK SHANKWEILER

2 Q If you could aggregate the

3 kind of -- if you had to aggregate the

4 value of those outstanding claims, what

5 would it be?

6 A When you say outstanding

7 claims, what do you mean?

8 Q The PPOA, the UTIER

9 grievance, the UTICE, the litigation

1 0 claims and those claims that aren't

1 1 moving the needle all together.

1 2 MS. STAFFORD: Objection,

1 3 form.

1 4 A So the value, are we talking

1 5 about the asserted amount?

1 6 Q The asserted value.

1 7 A The asserted value would be,

1 8 you know, close to $5 billion, I would

1 9 imagine just scanning this.

2 0 Q Now, earlier, Mr. Despins

2 1 and you talked a little about the

2 2 adjusted estimated value. That's the

2 3 middle column on Exhibit 4.

2 4 A Yes.

2 5 Q Now, at various points, you

Page 103

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 104 of 236
1 MARK SHANKWEILER

2 referred to the adjusted estimated value

3 as a midpoint; is that fair?

4 A That's fair.

5 Q But it's not a midpoint; is

6 that right?

7 A It is not.

8 Q So could you define what it

9 is a little more precisely, maybe? I

1 0 know it has changed, or its effect has

1 1 changed in some of the categories. But

1 2 how would you define it?

1 3 MS. STAFFORD: Objection,

1 4 form.

1 5 A How would I define what?

1 6 Q The adjusted estimated

1 7 value.

1 8 A So the adjusted estimated

1 9 value is our best view of what the claims

2 0 amount would ultimately be allowed or

2 1 ultimately, you know, be allowed in the

2 2 bankruptcy by the court to come up with

2 3 what the general pool of unsecured claims

2 4 would be based on our analysis of the

2 5 individual categories of claims.

Page 104

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 105 of 236
1 MARK SHANKWEILER

2 Q And what goes into that

3 view, the view of what would be allowed?

4 A It's a number of things. It

5 would be -- it would be -- it would

6 include our views as -- which are

7 informed by our discussions, our views,

8 which are informed by our analysis of the

9 proofs of claim, our views as it relates

1 0 to our analysis of the underlying

1 1 components of a lot of the claims that

1 2 were provided, our reconciliation of

1 3 claims, our objections to the claims that

1 4 were actually filed, our view of what

1 5 the -- or our understanding of what the

1 6 settlement amounts are -- have been

1 7 derived based on transferring certain

1 8 claims to ADR process as an example and

1 9 reviewing the litigation claims and

2 0 understanding what the risk assessed

2 1 value of those might be, to the extent

2 2 they might have been transferred to ADR.

2 3 So those types of things.

2 4 Q So is it fair to say that it

2 5 changes, depending on the type of claim

Page 105

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 106 of 236
1 MARK SHANKWEILER

2 you're looking at?

3 A Yes. I think that's fair,

4 depending on -- even within each

5 category; could be different.

6 Q And just clarifying for the

7 record, it being the adjusted estimated

8 value or how the adjusted estimated value

9 is determined?

1 0 A Yes.

1 1 Q Now, how does the adjusted

1 2 estimated value differ from the estimated

1 3 low value?

1 4 A So in certain circumstances,

1 5 it doesn't. And the adjusted estimated

1 6 value -- as an example, if we're taking a

1 7 look at the PPOA claim, we go through and

1 8 build what our low value of the claim is

1 9 based on, reviewing each one of the PPOA

2 0 claims and coming up with a value and

2 1 then as far as coming up with an adjusted

2 2 estimate, we know what the high claim

2 3 would be, we've developed what the low

2 4 estimate of that particular claim would

2 5 be.

Page 106

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 107 of 236
1 MARK SHANKWEILER

2 And in this particular case,

3 we took the midpoint to -- to take -- to

4 provide a cushion to allow for any

5 uncertainties or any additional claims

6 that could arise because there are

7 uncertainties with the result -- there

8 are uncertainties related to the ultimate

9 disposition of a particular claim. So

1 0 that's what we did in this particular

1 1 instance. Does that make sense?

1 2 Q Yes.

1 3 A Okay.

1 4 Q I just want to drill down a

1 5 little bit more on the specific

1 6 difference between what the low estimate

1 7 is and what the adjusted estimated value

1 8 is.

1 9 So are you removing

2 0 uncertainties, the uncertainties that you

2 1 mentioned when you're figuring out what

2 2 the low estimate is?

2 3 MS. STAFFORD: Objection,

2 4 form.

2 5 A So when we're coming up with

Page 107

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 108 of 236
1 MARK SHANKWEILER

2 a low estimate, our estimates are based

3 on advice from discussions with either

4 PREPA, our review of the individual proof

5 of claim, the advice of Proskauer or from

6 Diaz & Vazquez as it relates to the legal

7 nature of the -- or the viability -- not

8 the viability, but the ability to assert

9 the claim. So that's what we would look

1 0 at in coming up with a low estimate.

1 1 So that's what we believe is

1 2 the appropriate value of a claim, taking

1 3 into account those things. But we know

1 4 that the asserted amount is oftentimes

1 5 much higher. And to the extent that

1 6 there is uncertainties with regard to

1 7 what the ultimate outcome would be if

1 8 this were to move into -- or to be

1 9 resolved via litigation, that's the type

2 0 of modifications that we were made to

2 1 come up with an adjusted estimated value

2 2 is. So it's really to provide some

2 3 cushion about what our low estimate would

2 4 be to ensure that there's sufficient

2 5 cushion in estimating what the general

Page 108

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 109 of 236
1 MARK SHANKWEILER

2 unsecured claims would be.

3 Q So would it be fair to say

4 that the low estimate reflects a value in

5 which there are no uncertainties about

6 the validity or invalidity of a claim

7 based on the assumptions that PREPA's

8 other advisors have given you?

9 MS. STAFFORD: Objection,

1 0 form.

1 1 A I think it would reflect

1 2 what -- a collective view in the more

1 3 complex proofs of claims, what the

1 4 expected amount of a defensible low value

1 5 would be.

1 6 Q And then on the other end of

1 7 the spectrum, the high estimated value --

1 8 A Right.

1 9 Q -- how does that differ from

2 0 the adjusted estimated value?

2 1 A So the high estimated value,

2 2 certain -- would represent -- could

2 3 represent, to the extent that we have

2 4 received a proof of claim that asserts a

2 5 certain value, or if we would receive

Page 109

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 110 of 236
1 MARK SHANKWEILER

2 information from PREPA that calculated a

3 particular claim or a group of claims

4 that upon our review, we felt was not

5 necessarily appropriate or we felt that

6 it was either duplicative or included

7 certain claims that based on our

8 discussions with counsel were not

9 necessarily valid. So those would

1 0 include those types of claims. So we

1 1 would adjust down from the estimated high

1 2 value based on those types of carve-outs

1 3 that we would have.

1 4 Q I want to talk about the

1 5 PPOA claims a little bit more.

1 6 A Sure.

1 7 Q Now, you and Mr. Despins

1 8 discussed that the claims kind of fall

1 9 into two categories: Claims for lost

2 0 profits and claims for developmental

2 1 costs; is that fair?

2 2 A There were three categories.

2 3 They also include claims for damages.

2 4 Q Okay.

2 5 Now, I think that you said

Page 110

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 111 of 236
1 MARK SHANKWEILER

2 that you discussed whether claims for

3 lost profits would be valid under the

4 PPOAs with D&V?

5 A As well as with Proskauer.

6 Q Did you undertake a similar

7 assessment process with respect to the

8 developmental cost?

9 A So for the developmental

1 0 costs, we looked at -- yes is the answer.

1 1 We underwent a similar process.

1 2 Q And how did you assess the

1 3 validity of claims for developmental

1 4 costs?

1 5 A So the first thing that we

1 6 did is -- well, one of the things that we

1 7 did, not the first thing, we reviewed the

1 8 proof of claim. We identified what they

1 9 had asserted as development costs. We

2 0 had specific conversations with the

2 1 project management office, with folks,

2 2 with employees of PREPA and/or LUMA who

2 3 were actually involved in the process.

2 4 And we -- we tried to get -- we got a

2 5 sense for what the nature of the project

Page 111

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 112 of 236
1 MARK SHANKWEILER

2 was, where it was in its development.

3 But at the end of the day,

4 the development costs are not necessarily

5 something that PREPA would have a view on

6 because those development costs are

7 oftentimes captured in the revenues that

8 they would ultimately earn once they get

9 to a completed PPOA.

1 0 Q What do you mean PREPA

1 1 wouldn't have a view on them?

1 2 A Oftentimes, they don't --

1 3 well, they would have a view. They don't

1 4 have any support in their offices to

1 5 support the claims, the development

1 6 portion of their claim.

1 7 Q PREPA wouldn't have

1 8 documents or --

1 9 A PREPA has not invoiced for

2 0 these development costs. So that's --

2 1 that's part of the process.

2 2 Q Would that mean that there's

2 3 not a basis to object to those claims,

2 4 the developmental cost claims?

2 5 MS. STAFFORD: Objection,

Page 112

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 113 of 236
1 MARK SHANKWEILER

2 legal conclusion.

3 A No. That doesn't mean that

4 there is a basis not to object to certain

5 development cost claims.

6 Q What does it mean if PREPA

7 doesn't -- isn't invoiced for these

8 developmental costs? What does that mean

9 for the claim estimation process?

1 0 A For the claim estimation

1 1 process,, it means that -- it means that

1 2 the -- what we're doing as it relates to

1 3 the development costs itself is we're not

1 4 adjusting those, at least initially, in

1 5 coming up with what our estimated value

1 6 would be based on -- based on the results

1 7 of an arbitration that we understand

1 8 relates to a PPOA where they had actually

1 9 allowed development costs or they had --

2 0 they hadn't adjusted -- the arbitration

2 1 panel hadn't adjusted down the

2 2 development costs.

2 3 So when it comes to the

2 4 actual reconciliation of the development

2 5 costs, it still needs to be reconciled.

Page 113

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 114 of 236
1 MARK SHANKWEILER

2 But for purposes of coming up with an

3 adjusted estimated value, the process

4 would have to be to essentially validate

5 and get additional information from those

6 claimants to substantiate. While they

7 include those in the proof of claim, they

8 haven't been necessarily validated by

9 PREPA.

1 0 Q So are some of the

1 1 development costs -- let me rephrase

1 2 that.

1 3 Is the value of some of the

1 4 development cost claims subject to

1 5 arbitrations that are ongoing?

1 6 A Could you repeat that?

1 7 Q Is the value of some of the

1 8 development cost claims subject to

1 9 arbitrations that are ongoing?

2 0 A I'm not aware of any

2 1 arbitrations that are currently ongoing.

2 2 Q Now, you said you needed

2 3 additional information for the estimation

2 4 process for these developmental costs.

2 5 What type of additional

Page 114

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 115 of 236
1 MARK SHANKWEILER

2 information?

3 A The way we identified the

4 development costs are just based on lists

5 that they have in the proof of claim or

6 what they had designated which really

7 doesn't have any support. So the types

8 of support that you would expect to get

9 at that point would be invoices. It

1 0 would be hours worked. It would be

1 1 essentially the detail that supports

1 2 those development costs and whether or

1 3 not -- and we would have to -- we would

1 4 have to work with PREPA and/or LUMA's

1 5 office to make sure that those are in

1 6 line with what their understanding is.

1 7 Q Now, just going to line 1 on

1 8 Depo Exhibit 4, the asserted PPOA claim

1 9 is -- it's about 2.8 billion; correct?

2 0 A Yes.

2 1 Q How much of that 2.8 billion

2 2 is attributable to development costs?

2 3 A I'd have to review it. But

2 4 it's not substantial. It could be -- it

2 5 could be maybe $100 million, is my

Page 115

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 116 of 236
1 MARK SHANKWEILER

2 recollection if I go back. And there was

3 one -- there was one claim that asserted

4 close to -- I would say it's close to

5 $85 million in development costs. But

6 those were really development fee costs.

7 So that's -- that's probably around

8 between, you know, around, give or take,

9 10 million. It's maybe $100 million. I

1 0 think so.

1 1 Q So less than 10 percent?

1 2 A I'd say that $100 million is

1 3 less. But that's based on my

1 4 recollection. I'm trying to remember

1 5 what it truly was.

1 6 Q In terms of a percentage,

1 7 how far along in the process of

1 8 reconciling all the development cost

1 9 claims are you?

2 0 A So because there are no

2 1 records at PREPA as it relates to these

2 2 costs, we can't reconcile those to the

2 3 company's books and records.

2 4 Q Now, I want to talk about

2 5 the UTIER claim just a little bit more.

Page 116

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 117 of 236
1 MARK SHANKWEILER

2 When you were first

3 assessing the claim, you determined that

4 there was insufficient documentation to

5 support the claim?

6 A Yes.

7 Q Was that a determination

8 that BRG made, that there was

9 insufficient documentation?

1 0 A I think it was everyone's

1 1 assessment that there was insufficient

1 2 documentation. So that was not solely

1 3 BRG. That was Diaz & Vazquez, it was

1 4 Proskauer, it was PREPA.

1 5 Q And we talked a little bit

1 6 about this earlier.

1 7 But documentation was

1 8 eventually provided; right?

1 9 A Documentation was provided.

2 0 Q But that documentation

2 1 didn't provide much information in terms

2 2 of value of the claim; right?

2 3 A Correct. No value was

2 4 ascribed to any of the -- or to, you

2 5 know -- it may have it, but the vast

Page 117

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 118 of 236
1 MARK SHANKWEILER

2 majority, 99 percent, my understanding is

3 zero value was ascribed to the support

4 that had been provided by UTIER.

5 Q How did you go about putting

6 a value on these claims without that

7 support?

8 A So, again, the process by

9 which a grievance claim is filed, my

1 0 understanding, based on discussions with

1 1 PREPA's labor relations and arbitration

1 2 office, is that UTIER claims that are

1 3 filed, grievance claims that are filed

1 4 never come with value, any value

1 5 ascribed. It's the responsibility of

1 6 PREPA's arbitration office, essentially,

1 7 to review the claim and review their

1 8 records to come up with what the value of

1 9 that claim is, what the value of that

2 0 particular grievance claim would be. And

2 1 that could include looking at employee

2 2 records, you know, whatever the claim is.

2 3 It's looking at whatever records they

2 4 have in their systems to substantiate the

2 5 value of that grievance claim and come to

Page 118

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 119 of 236
1 MARK SHANKWEILER

2 a settlement with regard to the value of

3 that claim with UTIER.

4 So the value that we have

5 here represents a detailed analysis by

6 PREPA's employees who had been involved

7 with -- in the arbitration office for the

8 past two decades and going through that

9 process of assigning a specific value to

1 0 a claim that was provided to PREPA's

1 1 arbitration office and coming up with

1 2 that value based on the information that

1 3 was available to PREPA.

1 4 Q Do you have an understanding

1 5 of how PREPA's labor relations office

1 6 came up with values for these claims

1 7 based on the documents that they had?

1 8 A I have an overall

1 9 understanding.

2 0 Q What is that understanding?

2 1 A Again, to the extent that

2 2 they would have, as an example, a salary

2 3 or a vacation, a claim for lost vacation,

2 4 they would be able to go through and

2 5 determine what the hours or what the

Page 119

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 120 of 236
1 MARK SHANKWEILER

2 salary level would be, determine whether

3 or not that employee took the vacations,

4 they would go through the HR records in

5 order to come up with a value of that.

6 And they would -- that's the way they

7 came up with the value for a particular

8 claim.

9 To the extent that it was

1 0 for, you know, overtime work, it would be

1 1 a similar sort of -- a similar sort of

1 2 process. The company would go out and

1 3 look at what the claim was, go into the

1 4 records and determine whether or not the

1 5 grievance claim was a valid grievance

1 6 claim and be able to answer UTIER with

1 7 regard to whether or not it was a valid

1 8 UTIER claim. So that's an example.

1 9 Q Now, some of these claims,

2 0 for instance, unpaid overtime or I think

2 1 there's mention in the disclosure

2 2 statement of unpaid Christmas bonuses,

2 3 calculating these claims sounds

2 4 mechanical; is that a fair term?

2 5 A I think that's a fair term,

Page 120

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 121 of 236
1 MARK SHANKWEILER

2 yes.

3 Q Are any of the grievance

4 claims less mechanical to calculate?

5 A Yes.

6 Q Do you have any examples of

7 what those claims would be?

8 A So yes. It's oftentimes

9 what they call an outsourcing claim or a

1 0 proper unit invasion claim, whereby an

1 1 UTIER member might be able to assert a

1 2 claim because PREPA retained in an

1 3 emergency situation somebody to come in

1 4 and fix a transformer that blew up, or

1 5 they could have had somebody who didn't

1 6 have necessarily -- if they needed to

1 7 have services performed by an outside

1 8 third-party, if they didn't feel that

1 9 the -- or they didn't have the right

2 0 PREPA -- or UTIER employees to perform

2 1 that particular service.

2 2 So in that instance, they

2 3 would have to determine whether or not

2 4 that service is actually performed and my

2 5 understanding is then go and look at the

Page 121

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 122 of 236
1 MARK SHANKWEILER

2 associated records, what they were

3 actually paid to that third-party. And

4 that involved not -- it involved numerous

5 departments within PREPA to come up with

6 what estimate would be. So that's an

7 example of it's not just a mechanical,

8 this is what we paid you, this is what we

9 should have paid you pursuant to a

1 0 particular formula.

1 1 Q So those claims would be

1 2 estimated by PREPA -- and I guess I'll

1 3 term it -- a collaborative process where

1 4 the labor relations office would talk to

1 5 different departments of PREPA to

1 6 determine how much one of the UTIER

1 7 employees would have been paid for doing

1 8 a job that was outsourced? Am I getting

1 9 that right?

2 0 A So internally, it was a

2 1 collaborative process, oftentimes between

2 2 legal, between distribution, between the

2 3 finance department.

2 4 And in order to come up with

2 5 what a potential value of what a

Page 122

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 123 of 236
1 MARK SHANKWEILER

2 potential particular claim would be,

3 that's what the arbitration would have to

4 do, is they would have to go out and

5 gather the information to come up with

6 what an assessed value of what a

7 particular grievance claim would be.

8 Q And now at BRG, you would

9 rely on that value in estimating a value

1 0 for the grievance claim; is that right?

1 1 A So ultimately, yes. That's

1 2 the ultimate answer. We would have to

1 3 rely on the employees of PREPA who had

1 4 been involved in doing this over the past

1 5 two decades and had the experience of

1 6 that in coming up with a particular value

1 7 of what that grievance came would be,

1 8 yes.

1 9 Q Would BRG or another PREPA

2 0 advisor perform any sort of independent

2 1 assessment of that value?

2 2 A Yes.

2 3 Q How would they perform an

2 4 independent assessment?

2 5 A So Diaz & Vazquez was

Page 123

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 124 of 236
1 MARK SHANKWEILER

2 intricately involved in the process. And

3 so they were assisting PREPA employees in

4 just not necessarily capturing the actual

5 dollar values of those large or more

6 complex ones, but they were on the ground

7 in San Juan in PREPA's offices a day or

8 two, a week, whatever, and they would

9 review the process by which PREPA went

1 0 through. I'm not sure if it was

1 1 everyone, but they provided -- they

1 2 provided oversight because as I may have

1 3 mentioned earlier, PREPA did retain or as

1 4 part of the retention of Diaz & Vazquez,

1 5 that was part of their charge, to help

1 6 resolve the UTIER claims.

1 7 So there was -- I know that

1 8 Diaz & Vazquez employees did go through,

1 9 evaluate the claims that were provided,

2 0 make sure that they agreed with the CBA

2 1 provisions, that they were valid claims

2 2 under the CBA provisions. So it was a

2 3 concern. It was a collaborative approach

2 4 to come up with what these claims should

2 5 be and the value of these claims should

Page 124

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 125 of 236
1 MARK SHANKWEILER

2 be.

3 Q Just going back to

4 Exhibit 4, the estimate table, the

5 estimated high value there is about

6 264 million?

7 A Yes.

8 Q What sort of uncertainties

9 is I think the word you've been using,

1 0 went into the high value of the grievance

1 1 claim?

1 2 A So the grievance claims,

1 3 this actually represents -- there's

1 4 various components of the UTIER grievance

1 5 claims. And what I was talking about was

1 6 only one -- I guess one section or one

1 7 group of the claims that Diaz & Vazquez

1 8 and PREPA was involved in evaluating.

1 9 There's another group of claims for the

2 0 UTIER group, which were essentially

2 1 developed by third-parties or by PREPA's

2 2 financial group, more the -- more what

2 3 you call the mechanical sort of -- the

2 4 mechanical sort of calculation of A minus

2 5 B equals C. So the high value here

Page 125

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 126 of 236
1 MARK SHANKWEILER

2 includes certain claims or components of

3 claims that were -- well, let me step

4 back.

5 So the third-party claims or

6 the claims that were developed by PREPA,

7 which were the less complex ones, include

8 vacation license claims. They include

9 reemployment claims. They include what

1 0 we call the Christmas bonus claims and

1 1 what they call Hiato, those types of

1 2 claims. And each one of those claims was

1 3 developed by either a third-party in the

1 4 case of the vacation license claims

1 5 and/or PREPA. And the claims that they

1 6 developed were necessary for purposes of

1 7 disclosure purposes for the financial

1 8 reporting purposes in their audited

1 9 financial statements. And so we -- part

2 0 of this $264 million represents the

2 1 analysis that were performed by the

2 2 non-arbitration portion of PREPA, as well

2 3 as third-parties who were involved in

2 4 estimating these claims for financial

2 5 reporting purposes.

Page 126

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 127 of 236
1 MARK SHANKWEILER

2 Q When you say there were

3 third-parties involved, you gave the

4 example of the vacation license claims?

5 A Yes.

6 Q Are you referring to Diaz &

7 Vazquez?

8 A No.

9 Q Or some other third-party?

1 0 A No. It would be another

1 1 third-party.

1 2 Q Could you give an example of

1 3 who that third-party would be?

1 4 A I believe it was Ankura. I

1 5 think they're the ones who did the

1 6 vacation license analysis.

1 7 Q So another PREPA advisor

1 8 professional?

1 9 A I believe they were

2 0 retained, yes, by PREPA.

2 1 Q I'd like to talk about the

2 2 UTICE litigation claim, if I could.

2 3 A Sure.

2 4 Q Now, that claim, there's an

2 5 asserted value of 225 million?

Page 127

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 128 of 236
1 MARK SHANKWEILER

2 A Yes.

3 Q Now, UTICE has a judgment

4 against PREPA already; is that right?

5 A I don't know how to legally

6 define it. But my understanding is that

7 an arbitration -- whether it was an

8 arbitration panel or a court, had found

9 that PREPA should have instructed

1 0 UTICE -- the UTICE union that it was

1 1 changing their health plan and secured

1 2 their approval and that because they

1 3 didn't secure the approval, it resulted

1 4 in a foot fault on the CBA. And that's

1 5 what gave rise to the

1 6 $224.9 million claim.

1 7 Q That 224.9 million dollars,

1 8 PREPA has not been ordered to pay that to

1 9 UTICE, have they?

2 0 A No; in fact, my

2 1 understanding of the arbitration is that

2 2 PREPA was responsible for paying the

2 3 difference between what the UTICE member

2 4 otherwise would have paid under the old

2 5 plan and had to pay under the new manner.

Page 128

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 129 of 236
1 MARK SHANKWEILER

2 Q I think the disclosure

3 statement refers to that as compensating

4 the employees for a loss of benefits.

5 Does that sound familiar?

6 A Yes.

7 Q PREPA's position is that

8 this claim should be worth zero. Does

9 that sound right?

1 0 MS. STAFFORD: Objection,

1 1 form.

1 2 A I think that -- I don't know

1 3 the answer to when you say PREPA.

1 4 Q If we could just go back to

1 5 Exhibit 4, the UTICE litigation is on

1 6 line 5, estimated low value is zero.

1 7 A Yes.

1 8 Q What went into that

1 9 estimation?

2 0 (Zoom distraction).

2 1 Q What went into that

2 2 estimation, that estimation referring to

2 3 Exhibit 4, line 5, estimated low value of

2 4 zero?

2 5 A So it was really, again,

Page 129

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 130 of 236
1 MARK SHANKWEILER

2 based on our review, what we had

3 attempted to do is we did reach out to

4 UTICE to say, hey, listen, you know,

5 there's no way that we can at PREPA

6 evaluate what the lost benefits or what

7 you might have paid related to the

8 certain health care benefits that you

9 otherwise would have received, without

1 0 having some sort of support from the

1 1 actual UTICE members. And without that

1 2 support since nobody provided any

1 3 support, we ascribed a value of zero on

1 4 the low side.

1 5 Q And then on the high side of

1 6 line 5, it's the full value of the

1 7 asserted claim, 224.9 million?

1 8 A Yup.

1 9 Q How do you get to that as

2 0 being the high value?

2 1 A I think we just included as

2 2 an estimate of what the high value would

2 3 be because it was asserted.

2 4 Q Do you have any sense of the

2 5 likelihood that that claim will

Page 130

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 131 of 236
1 MARK SHANKWEILER

2 ultimately be allowed in that amount,

3 224.9 million?

4 A Well, I'm not an attorney.

5 But if I had to put my money on it, I

6 would bet that it would not be ever

7 allowed, $225 million, because there's no

8 basis for that claim. And at that value

9 was really essentially -- it was

1 0 essentially --

1 1 (Zoom distraction)

1 2 A Could you start back again?

1 3 Q Yes.

1 4 The last question was, do

1 5 you have any sense of the likelihood that

1 6 the claim will ultimately be allowed in

1 7 that amount, 224.$9 million?

1 8 A Yeah. And I think my answer

1 9 was that based on the support that they

2 0 provided for that claim, I think it would

2 1 be highly unlikely. But I'm not an

2 2 attorney. So I don't have a legal view

2 3 of that.

2 4 And I think what I was

2 5 saying that if you go to the actual proof

Page 131

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 132 of 236
1 MARK SHANKWEILER

2 of claim, this claim essentially

3 represents the savings that PREPA enjoyed

4 when they switched from one plan to

5 another plan. So that's the -- my

6 personal opinion.

7 Q And I think before the

8 distraction, you said that there's no

9 basis for that claim being 2 --

1 0 approximately $225 million?

1 1 A Well, there is a basis. But

1 2 whether it's a valid basis or not, we

1 3 would argue that there is no -- that

1 4 amount is not -- it's not a valid basis

1 5 for a claim against PREPA.

1 6 Q The adjusted estimated value

1 7 that you came up with is $11.2 million?

1 8 A Yes.

1 9 Q What went into that

2 0 $11.2 million estimation?

2 1 A So what we did is we worked

2 2 with PREPA and their advisors to get

2 3 support, any support that might be

2 4 available to come up with what a

2 5 potential claim might be. One of

Page 132

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 133 of 236
1 MARK SHANKWEILER

2 those -- one of the obvious questions,

3 well, how many UTICE employees were there

4 in the 2008, 2009 time frame? And the

5 answer was that there were about 500

6 employees. And we then, based on the

7 information that had been provided to us,

8 evaluate the changes in the plan and

9 understand the potential magnitude. Just

1 0 based on without looking at numbers,

1 1 because we didn't have any numbers to

1 2 look at, but we did have a comparison of

1 3 the -- of the health benefit provisions

1 4 or components, we then decided to, well,

1 5 if there is -- if there are claims that

1 6 could potentially come in from all 500 of

1 7 these employees, what would that

1 8 amount -- what would be a reasonable

1 9 amount to include in the plan as a

2 0 potential cushion for these types of

2 1 claims.

2 2 So we looked at I think the

2 3 $11 million here that's included is --

2 4 translates into about 22 or $23,000 per

2 5 employee or per UTICE member. And so we

Page 133

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 134 of 236
1 MARK SHANKWEILER

2 felt that that was, you know, sufficient

3 cushion to provide for any claim amount

4 that might arise from any UTICE member

5 who would assert this.

6 But, again, when we asked

7 for specifics and for support for the

8 $224.9 million claim or any claim, they

9 didn't provide any estimates. So that's

1 0 what we did to make sure that we had a

1 1 cushion.

1 2 Q I want to talk about the

1 3 PREPA employee claims.

1 4 A Yes.

1 5 Q On Exhibit 4, that's line 6

1 6 with the asserted value of

1 7 14.834 million.

1 8 A Yes.

1 9 Q Now, what kind of claims are

2 0 these?

2 1 A There's a bunch of different

2 2 categories of claims that are included in

2 3 this number. Among other things, it

2 4 would be managerial sort of complaints.

2 5 It would include certain Christmas

Page 134

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 135 of 236
1 MARK SHANKWEILER

2 bonuses. It would include vacation

3 license type of claims. It would include

4 promotional sort of issues. Those are

5 the types of claims that are included.

6 Q Are these claims duplicative

7 of the UTICE claims?

8 A We did an analysis to see if

9 there were any duplicative claims. We

1 0 didn't identify any duplicative claims or

1 1 maybe 50, less than 50. And I think we

1 2 would have at least identified those for

1 3 objection, if we haven't objected to

1 4 them. But, again, it's very few.

1 5 Q What percentage of the total

1 6 amount of employee claims would that 50

1 7 be?

1 8 A I think it would be less

1 9 than 1 percent.

2 0 Q The adjusted estimated value

2 1 of these employee claims is, it's about

2 2 $9 million, a little less than

2 3 $9 million; is that right?

2 4 A Yes.

2 5 Q How did you get to

Page 135

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 136 of 236
1 MARK SHANKWEILER

2 estimating these claims at $9 million?

3 A In this instance, it looks

4 as though due to uncertainties with

5 ultimately how some of these claims might

6 be resolved, we -- looks like we took a

7 midpoint between the low and the high

8 estimates.

9 Q What went into ascribing

1 0 value to these claims?

1 1 MS. STAFFORD: Objection,

1 2 form.

1 3 A So on the low end of the --

1 4 on the low end of the -- on the estimated

1 5 low value, we would have included what

1 6 the asserted amount of particular claims

1 7 are for a small subset of the total -- of

1 8 all the employee categories that are up

1 9 at the 14.8 million. And the analysis --

2 0 those claims are really based on what

2 1 their -- for any claims that have been

2 2 asserted, which we haven't identified for

2 3 objection, which employee claims could be

2 4 objected to for certain reasons such as

2 5 if there's Puerto Rican laws that would

Page 136

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 137 of 236
1 MARK SHANKWEILER

2 prohibit the payment of certain vacation

3 licenses or Christmas bonuses or things

4 like that.

5 So when we looked at the

6 actual claims, at least for the low

7 amount here, the $2.5 million, is we're

8 including the asserted amount until

9 further analysis can be done by the HR

1 0 department to determine whether that's

1 1 actually going to be a valid claim. But

1 2 that's the general nature of that. And

1 3 it's pretty -- doesn't really impact the

1 4 overall bucket of claim value in any

1 5 event.

1 6 Q I'd like to switch topics

1 7 just a little bit.

1 8 I'd like to discuss the

1 9 inverse condemnation and eminent domain

2 0 claims that the plan provides for. Are

2 1 you familiar with that estimation?

2 2 A I am.

2 3 Q Now, the disclosure

2 4 statement lists the estimated allowed

2 5 claim at $2.4 million.

Page 137

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 138 of 236
1 MARK SHANKWEILER

2 A Okay.

3 Q Does that sound right?

4 A I believe that was included

5 in the section of the claims estimation

6 and the disclosure statement. It sounds

7 about right.

8 Q Were you or was BRG involved

9 in that estimation?

1 0 A Yes.

1 1 Q How many claims comprise the

1 2 inverse condemnation, eminent domain

1 3 class of claims?

1 4 A So the actual proofs of

1 5 claims that were filed that were

1 6 categorized as expropriation and inverse

1 7 condemnation claims were approximately 20

1 8 claims.

1 9 Q What was the aggregate

2 0 asserted value of those claims, ballpark?

2 1 A I think that would be about

2 2 the $20 million.

2 3 Q So how was the

2 4 $2.4 million number reached?

2 5 A So when we started our

Page 138

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 139 of 236
1 MARK SHANKWEILER

2 analysis of these expropriation claims,

3 we worked with Diaz & Vazquez to get

4 insights as to the types of -- what the

5 claims are, what they're comprised of and

6 what the -- again, what are the

7 components of the claim, what Puerto Rico

8 Law would really view as a valid

9 expropriation claim and trying to

1 0 understand how to come up with a true

1 1 value of what these claims might be.

1 2 Q Similar to the general

1 3 unsecured claims, did you come up with an

1 4 estimated low value and an estimated high

1 5 value?

1 6 A I think what we did here is

1 7 we worked with Diaz & Vazquez, again to

1 8 understand the components of the claim as

1 9 an example. Certain of the claims can be

2 0 divided into, let's call it, true takings

2 1 claim and then damages associated with

2 2 the takings claim. In certain

2 3 circumstances, the claims themselves were

2 4 what I'll call -- this is a term I

2 5 learned -- was extrajudicial claims which

Page 139

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 140 of 236
1 MARK SHANKWEILER

2 means that they weren't filed in the

3 expropriation court. So the low value

4 here, based on -- based on our work with

5 Diaz & Vazquez, based on there looking at

6 the actual files and identifying whether

7 or not that was a true takings claim,

8 they -- that's how we came up with what

9 the -- that $2 million value was at the

1 0 time that we were evaluating that, what

1 1 we had isolated in those claims, in the

1 2 documents that Diaz & Vazquez looked at

1 3 for us. That's what the true taking

1 4 claim portion was.

1 5 Then for the other claims or

1 6 for up to the $20 million, that would

1 7 have been claims that were asserted in

1 8 their proof of claim that weren't

1 9 necessarily substantiated through a true

2 0 taking claim and were subject to dispute.

2 1 Q The plan also provides for

2 2 the payment of federal claims?

2 3 A It does.

2 4 Q Was BRG involved in

2 5 estimating the amount of federal claims

Page 140

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 141 of 236
1 MARK SHANKWEILER

2 asserted against PREPA?

3 A BRG was involved in

4 evaluating the claims and speaking with

5 attorneys who are involved in reviewing

6 those claims and potentially litigating,

7 disputing those claims.

8 Q Do you know what the

9 aggregate total asserted amount of

1 0 federal claims against PREPA is?

1 1 A If I can refer to this, I

1 2 believe it was -- where is it? I think

1 3 it's around 16 million. I've just got to

1 4 look at it. Oh. It's not here because

1 5 it's not a general unsecured claim. My

1 6 recollection, if we go to the disclosure

1 7 statement, I think it was around 16 to

1 8 $17 million, is my recollection.

1 9 Q And in the disclosure

2 0 statement, I'll just represent that the

2 1 estimated allowed claim is $16.8 million.

2 2 A Very close.

2 3 Q Now, what types of claims

2 4 are in the federal claims class?

2 5 A So these are three proofs of

Page 141

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 142 of 236
1 MARK SHANKWEILER

2 claim that were filed by the IRS. And

3 the IRS filed these claims related to

4 certain payments that they made on

5 certain bond series that they were

6 responsible for paying a portion of the

7 interest. And I think it was Build

8 America bonds or something like that. I

9 can't remember the specific name of it.

1 0 But it represents payments that were made

1 1 by the IRS associated with certain bond

1 2 series.

1 3 Q Are you aware of whether

1 4 these three proofs of claim by the IRS

1 5 are entitled to be paid in full?

1 6 MS. STAFFORD: Objection,

1 7 legal conclusion.

1 8 A I don't know the answer to

1 9 whether or not they're entitled to be

2 0 paid in full.

2 1 Q Fair enough.

2 2 Do you know if any of these

2 3 federal claims are disputed?

2 4 A My understanding is that

2 5 they are disputed, similar to -- just

Page 142

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 143 of 236
1 MARK SHANKWEILER

2 like the similar claims that have been

3 filed in other Title III entities.

4 Q So the $16.8 million, that's

5 the estimated allowed claim.

6 Do you anticipate that that

7 is the amount that will ultimately be

8 allowed on account of these federal

9 claims?

1 0 A I don't know what the

1 1 ultimate allowed amount will be.

1 2 Q Are there any uncertainties

1 3 associated with these federal claims like

1 4 we have talked about with other classes

1 5 of claims?

1 6 A I know what the asserted

1 7 amount was. I think it's pretty

1 8 specific. I know that there's a process

1 9 that is ongoing with -- and I don't

2 0 recall which law firm it is -- in

2 1 negotiating with the IRS to resolve this

2 2 claim.

2 3 Q Just give me one moment.

2 4 And hopefully, I'll be almost done soon.

2 5 Are you aware of who the

Page 143

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 144 of 236
1 MARK SHANKWEILER

2 fuel line lenders are?

3 A Generally, yes.

4 Q Who are they?

5 A Well, they're a group of

6 claimants who provided loans to PREPA for

7 the purchase of fuel.

8 Q Do you know how they're

9 classified under the proposed plan of

1 0 adjustment?

1 1 A I know they're not general

1 2 unsecured claims. I don't recall whether

1 3 they're secured claims or priority

1 4 claims. I just can't recall. So they're

1 5 either secured or priority, but I know

1 6 they're not general unsecured claims.

1 7 Q Do you know why they're not

1 8 general unsecured claims?

1 9 MS. STAFFORD: Objection,

2 0 legal conclusion.

2 1 A I know that there was a

2 2 negotiation and a settlement reached. I

2 3 don't know why specifically, they're not

2 4 determined to be unsecured claims. But I

2 5 know that -- well, I believe that they've

Page 144

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 145 of 236
1 MARK SHANKWEILER

2 always asserted that they were a secured

3 claim.

4 Q Did BRG ever perform an

5 estimation of the fuel line lenders'

6 claims?

7 A I know we looked at the fuel

8 line lenders' claims and looked at what

9 their asserted claim was. But whether we

1 0 provided an estimation of that or not, I

1 1 think we looked at it and understand what

1 2 their claims were. So I think their

1 3 asserted claims were based on the moneys

1 4 that they had actually advanced.

1 5 Q Do you recall if the fuel

1 6 line lenders' claims was a current

1 7 expense claim?

1 8 MS. STAFFORD: Objection,

1 9 legal conclusion.

2 0 A I believe they were one of

2 1 the only claimants that actually asserted

2 2 a current expense claim, if I remember

2 3 correctly.

2 4 MR. KELLY: Can we go off

2 5 the record?

Page 145

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 146 of 236
1 MARK SHANKWEILER

2 THE VIDEOGRAPHER: Off the

3 record at 12:54. This marks the end

4 of Media Unit No. 2.

5 (A lunch recess was taken.)

6 THE VIDEOGRAPHER: We are on

7 the record at 13:46. This begins

8 Media Unit No. 3. Please proceed.

9 Q Mr. Shankweiler, before we

1 0 went off the record for lunch, we were

1 1 talking a little bit about the fuel line

1 2 lenders. Do you recall that?

1 3 A I do.

1 4 Q I had asked if PREPA or the

1 5 board or Proskauer had ever asked you to

1 6 assess the fuel line lenders' claim.

1 7 A Yes. I recall that

1 8 question.

1 9 Q You said that we looked at

2 0 it and understand what their claims were.

2 1 What do you mean you looked

2 2 at the fuel line lenders' claims?

2 3 A Well, I know that they

2 4 asserted a claim for approximately

2 5 $700 million which my understanding is

Page 146

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 147 of 236
1 MARK SHANKWEILER

2 the principal amount of it. We looked at

3 the interest. I believe that was

4 included. And so we looked at the

5 documents and were able to confirm the

6 amount or to calculate the amount of the

7 claim that they had asserted based on

8 those documents.

9 Q Were the fuel line lenders'

1 0 claims included in your estimation of the

1 1 general unsecured claims asserted against

1 2 PREPA?

1 3 A I don't recall if they were

1 4 specifically included in general

1 5 unsecured claims. I don't recall. I

1 6 just know that they're not there now. So

1 7 they may have been at one time. But I

1 8 don't recall.

1 9 Q Were the fuel line lenders'

2 0 claims ever included in a draft of

2 1 Deposition Exhibit 4 that's Exhibit O to

2 2 the disclosure statement?

2 3 A I don't recall.

2 4 Q Now, before we went off the

2 5 record, you said that the fuel line

Page 147

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 148 of 236
1 MARK SHANKWEILER

2 lenders were the only parties to assert

3 current expense claims.

4 A Based on my understanding

5 and our review.

6 Q So you're saying that you're

7 not aware of any other creditors of PREPA

8 that have asserted they hold current

9 expense claims?

1 0 A We reviewed the proofs of

1 1 claim that were filed. We reviewed the

1 2 supplemental disclosures or the

1 3 supplemental exhibits that were filed

1 4 along with the proof of claims. And we

1 5 didn't identify any other claimants that

1 6 had actually asserted a current expense

1 7 claim, other than the fuel line lenders.

1 8 Q So to the best of your

1 9 knowledge, there have been no other

2 0 current expense claims asserted against

2 1 PREPA?

2 2 A To the best of my knowledge.

2 3 Q Has BRG undertaken any

2 4 analysis to determine if there will be

2 5 current expense claims asserted in the

Page 148

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 149 of 236
1 MARK SHANKWEILER

2 future?

3 MS. STAFFORD: Objection,

4 legal conclusion.

5 A We weren't asked to do that

6 analysis.

7 Q And at the beginning of your

8 deposition, Mr. Despins explained that

9 you were also the board's 30(b)(6)

1 0 designee. Do you recall that?

1 1 A Yes.

1 2 Q I just want to stop and note

1 3 for the record that the bondholder

1 4 parties didn't receive notice that you

1 5 had been designated as the board's

1 6 30(b)(6).

1 7 But as the board's 30(b)(6),

1 8 are you aware of the board conducting any

1 9 analysis to determine whether additional

2 0 current expense claims will be asserted

2 1 against PREPA?

2 2 A I'm not aware of any

2 3 analysis that has been conducted.

2 4 Q Are you aware of any claims

2 5 against PREPA that have been asserted by

Page 149

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 150 of 236
1 MARK SHANKWEILER

2 other governmental entities?

3 A Yes.

4 Q And let me specify.

5 Government entities of Puerto Rico.

6 A I assume that's what you

7 meant, yes, is the answer.

8 Q I was clarifying for my

9 mistake of not clarifying, but thank you.

1 0 A I trusted you.

1 1 Q Do you know the aggregate

1 2 amount of those claims?

1 3 A So the aggregate amount of

1 4 the other governmental claims, they have

1 5 I believe -- if I can refer to --

1 6 Q Yeah. I'm not sure it's on

1 7 there. But take a look.

1 8 A It's probably not, no. It's

1 9 not.

2 0 Q Just a ballpark is fine.

2 1 A So I know that there were

2 2 six claims that were filed by

2 3 municipalities, which I considered a

2 4 government agency, only because it's a

2 5 municipality. And my recollection is

Page 150

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 151 of 236
1 MARK SHANKWEILER

2 that those claims that were filed, those

3 were CILT claims. The CILT claims that

4 were asserted by these six were -- my

5 recollection is maybe in the $150 million

6 range, if not more. But the other

7 governmental agency claim that was filed

8 against PREPA was filed by PRASA. And

9 that claim relates to a certain claims

1 0 for -- it's their water company.

1 1 So there were certain claims

1 2 that were raised related to the amounts

1 3 that PREPA owed them under a water

1 4 contract, or to the best of my knowledge,

1 5 that's what it was related to.

1 6 Q So to the best of your

1 7 knowledge, there's about 150 million in

1 8 CILT claims, plus the PRASA claim?

1 9 A Yes. That's the best of my

2 0 knowledge for the government claims.

2 1 Q I won't hold you to any

2 2 numbers.

2 3 A Thank you.

2 4 Q Do you know if PREPA has

2 5 claims against any of these entities, the

Page 151

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 152 of 236
1 MARK SHANKWEILER

2 CILT entities or PRASA?

3 A My understanding is that on

4 PRASA claim, that there was -- there

5 was -- I don't know if it was a claim.

6 But there was a dispute with regard to

7 the level of claim that -- or whether

8 there could be potential of any offsets

9 to the claim that PRASA was asserting.

1 0 Q You're not aware of any

1 1 similar offsets related to the CILT

1 2 claims?

1 3 A As it relates to the CILT

1 4 claims, my understanding is that there

1 5 are -- essentially, it's really an offset

1 6 of obligations that PREPA would owe to

1 7 that municipality for taxes. And they

1 8 would -- it was in lieu of the taxes they

1 9 would provide them with electricity. And

2 0 so that's like an offset. It's a claim

2 1 against, you know...

2 2 MR. KELLY: Mr. Shankweiler,

2 3 I think that's it for me. Thank you

2 4 for your time. I'll pass the

2 5 witness.

Page 152

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 153 of 236
1 MARK SHANKWEILER

2 EXAMINATION BY

3 MS. TOMIC:

4 Q Good afternoon. It's Jane

5 Tomic from Kramer. Hi, Mr. Shankweiler.

6 I just have a couple of follow-up

7 questions from earlier today. Mr. Kelly

8 was just talking about offsets. So I'll

9 start there.

1 0 Are you aware of any other

1 1 categories of claims or specific claims

1 2 that you looked at that would potentially

1 3 be paid through offsets?

1 4 MS. STAFFORD: Objection,

1 5 form.

1 6 A So other than the process is

1 7 a claim, which I believe was reduced, and

1 8 the CILT claims, which my understanding

1 9 is that the current CILT claims, those

2 0 all represent post-petition obligations

2 1 in that there are no existing or

2 2 remaining pre-petition obligations

2 3 related to the CILT claims. I'm not

2 4 aware of any other claims as I sit here

2 5 today that would be paid via offset.

Page 153

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 154 of 236
1 MARK SHANKWEILER

2 Q So switching gears a little

3 bit, earlier this morning, one of the

4 first things that you were asked about by

5 Mr. Despins was the PPOA claims and

6 specifically, the lost revenue component

7 of those claims?

8 A Yes.

9 Q And there was a discussion

1 0 about the validity of those claims. And

1 1 I believe you gave two numbers. My

1 2 understanding of your testimony was that

1 3 these were numbers that discounted the

1 4 estimate based on the likelihood of

1 5 success for litigation of the lost

1 6 revenue claims; is that correct?

1 7 A I think you said it better

1 8 than I did, but yes.

1 9 Q So those two numbers I

2 0 believe were a 30 percent number and a 0

2 1 number. And if we could pull up

2 2 Exhibit 4, page 3, it might help a little

2 3 bit.

2 4 So I just wanted to go back

2 5 and clarify what you meant by these two

Page 154

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 155 of 236
1 MARK SHANKWEILER

2 numbers to make sure that it was clear on

3 the record.

4 So you said -- I believe you

5 said on the low end, you applied a zero

6 for these, the lost revenue component.

7 So does that mean that on this chart, the

8 estimated value low for line 1, that

9 reflects zero for the claims for the lost

1 0 revenue component?

1 1 A The $65.6 million number in

1 2 the low estimate, I believe that's

1 3 correct. That would include zero dollars

1 4 for any lost revenue components of the

1 5 claim.

1 6 Q And then you also talked

1 7 about 30 percent and said that we

1 8 provided a high amount or a higher amount

1 9 of 30 percent and referred to it as a

2 0 cushion. And I just wanted to clarify.

2 1 Is that 30 percent reflected

2 2 in the estimated value high column or the

2 3 adjusted estimated value column?

2 4 A So that would have been

2 5 included in our high estimate, the

Page 155

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 156 of 236
1 MARK SHANKWEILER

2 30 percent there as a high estimate of

3 what that claim would potentially be --

4 what a valid claim would be worth.

5 Q So that would have been

6 30 percent of the total of those lost

7 revenue claims --

8 A Correct.

9 Q -- was included?

1 0 A Yes.

1 1 Q So effectively, it was

1 2 discounted? The lost revenue component

1 3 was discounted 70 percent; is that

1 4 accurate?

1 5 A Correct, in the highest

1 6 amount.

1 7 Q In the highest amount, yes.

1 8 And then what was that

1 9 number or what was the number used in the

2 0 adjusted estimated value for the lost

2 1 revenue component claim?

2 2 A In that case, it would be

2 3 the midpoint for that particular portion

2 4 of those claims.

2 5 Q So in between 0 and

Page 156

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 157 of 236
1 MARK SHANKWEILER

2 30 percent?

3 A In between 0 and 30 percent.

4 MS. STAFFORD: I just want

5 to remind you to let her finish

6 asking the question before you start

7 answering.

8 THE WITNESS: Noted.

9 Q And then for any of these

1 0 other categories of claims, so we have

1 1 the -- on the exhibit, we have other

1 2 categories of the general unsecured

1 3 claims, and they're numbered 1 through

1 4 12.

1 5 And my question is, did you

1 6 apply any percent discount based on an

1 7 analysis of the validity of claims in a

1 8 similar way to what we just talked about

1 9 with the PPOA and lost revenues to any

2 0 other category of claim?

2 1 MS. STAFFORD: Objection,

2 2 form.

2 3 A So if you look at line 4,

2 4 litigation with Vitol, there were

2 5 approximately 200 litigation claims. And

Page 157

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 158 of 236
1 MARK SHANKWEILER

2 to the extent that we didn't provide a

3 specific value based on our review of the

4 values that were provided for those

5 claims by Diaz & Vazquez as they

6 evaluated them for either transfer to ADR

7 or for estimation of the claims or that

8 they simply hadn't gotten the files as

9 the time of this report to evaluate based

1 0 on our review -- based on our review, we

1 1 assigned a value, or we risk assessed

1 2 some of the litigation claims that hadn't

1 3 been specifically provided a value by

1 4 D&V. We assigned a risk adjustment, so

1 5 that we would -- we reduced the claim by

1 6 90 percent to come up with a 10 percent

1 7 value for those remaining claims,

1 8 litigation claims.

1 9 Q And how did you come up with

2 0 the 90 percent number?

2 1 A There were a number of ways.

2 2 We looked at the types of litigation

2 3 claims. We looked at what the

2 4 estimates -- what the ultimate settlement

2 5 amounts were based on the work that Diaz

Page 158

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 159 of 236
1 MARK SHANKWEILER

2 & Vazquez had done for similar claims and

3 in certain -- for certain claims, just

4 understanding the nature of the claim and

5 wanting to ensure that there were --

6 there was going to be sufficient cushion

7 in the estimate to the extent that these

8 claims, which hadn't been resolved yet,

9 were actually provided some value.

1 0 Q So to clarify, you reduced

1 1 the claim by 90 percent to come up with a

1 2 10 percent value for the remaining

1 3 litigation claims.

1 4 When you're talking about

1 5 this reduction, are you talking about in

1 6 a specific column on this table where

1 7 that's reflected? Was that across the

1 8 board in all three of these?

1 9 A So, again, we have a list of

2 0 all the litigation claims. And we

2 1 identify those, which were actually --

2 2 those actually came up with, that

2 3 settlement values were provided that --

2 4 the settlement values were transferred to

2 5 ADR estimates which were provided based

Page 159

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 160 of 236
1 MARK SHANKWEILER

2 on analysis performed by D&V and reviewed

3 by us.

4 So to the extent that there

5 were any remaining claims, we assigned a

6 value to those, and I think at the end of

7 the day, there may have been 35 to 40

8 claims that hadn't at this point been

9 provided a value. And so for those --

1 0 for those -- when I say hadn't been

1 1 provided a value, they hadn't been

1 2 reviewed and memos prepared by D&V. We

1 3 assigned a value for the adjusted

1 4 estimated value of 10 percent for

1 5 those -- that population of litigation

1 6 claims.

1 7 Q Turning back just briefly to

1 8 the PPOA claims and the lost revenue

1 9 component, earlier today, you had

2 0 testified that in conversations with Diaz

2 1 & Vazquez, you were told that Puerto Rico

2 2 Law would not recognize the valid claim

2 3 for lost profits, and you also talked

2 4 about the PPOA contracts not permitting a

2 5 claim for lost profits in connection with

Page 160

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 161 of 236
1 MARK SHANKWEILER

2 the decision to discount the estimate

3 based on the likelihood of success in

4 litigation for the lost revenue

5 component.

6 Were the specific

7 percentages -- were there specific

8 percentages given to you -- I guess how

9 were those percentage -- more

1 0 specifically, how were those

1 1 percentages -- how did you come up with

1 2 those percentages?

1 3 MS. STAFFORD: Objection,

1 4 form.

1 5 A So, again, understanding and

1 6 the guidance I was provided by both Diaz

1 7 & Vazquez, as well as Proskauer, related

1 8 to that category of the claim or that

1 9 component of the claim, we used -- we

2 0 looked at what we felt a reasonable value

2 1 would be, so that 30 percent was

2 2 judgmental, and in reviewing the level --

2 3 just based on -- based on the information

2 4 that we had, we felt that a 30 percent --

2 5 a 30 percent risk factor would be

Page 161

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 162 of 236
1 MARK SHANKWEILER

2 appropriate based on the size of the

3 claims and based on our understanding

4 that these are not valid claims, either

5 contractually or in the court, in the

6 Puerto Rican courts, just to provide

7 sufficient cushion.

8 Q And when you're saying we in

9 that answer, we made a judgment call, who

1 0 is the we you're referring to

1 1 specifically?

1 2 A That was -- that was -- you

1 3 know, we came up with a value. And it

1 4 was including the conversations,

1 5 including my team and included

1 6 conversations with Proskauer.

1 7 Q So was the actual percentage

1 8 something that BRG came up with based on

1 9 the information and conversations or was

2 0 that percentage given to BRG?

2 1 MS. STAFFORD: Objection,

2 2 form.

2 3 A I think it was a consensus

2 4 as to -- you know, we came up with a --

2 5 we came up with an estimate that we

Page 162

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 163 of 236
1 MARK SHANKWEILER

2 thought was reasonable based on our

3 conversations.

4 Q So to clarify, when you're

5 saying we there, you're referring to?

6 A BRG.

7 Q Not just BRG or just BRG?

8 A Well, I think that would

9 have been the group, I mean the group,

1 0 the consensus that came up with regarding

1 1 a 30 percent value based on what we had

1 2 discussed before, the likelihood of

1 3 success in asserting a lost profits

1 4 claim, but yet wanting to be conservative

1 5 enough to ensure that since these may or

1 6 may not still be contested and disputed

1 7 in the event that a court would find that

1 8 it would be a valid claim or potentially

1 9 a valid claim for lost profits, that we

2 0 would have sufficient reserve in the

2 1 claim estimate amount to account for that

2 2 uncertainty.

2 3 Q And you mentioned wanting to

2 4 be conservative.

2 5 So in your view, were those

Page 163

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 164 of 236
1 MARK SHANKWEILER

2 percentages, the adjusted estimated

3 value -- sorry.

4 In your view, was the

5 30 percent cushion that you described a

6 conservative cushion?

7 A Without really -- I don't

8 know ultimately what a court would find

9 if these types of claims go into

1 0 litigation. Whether it's conservative --

1 1 I don't know how to define conservative.

1 2 It's sort of like subjective; right? I

1 3 thought it was an appropriate number to

1 4 provide a reserve for any uncertainties

1 5 related to what could potentially happen

1 6 in court.

1 7 Q Can you describe a little

1 8 bit about how why you thought it was an

1 9 appropriate number?

2 0 A One of the cases that we

2 1 reviewed when it comes to the PPOA that

2 2 had lost revenue components was a KDC

2 3 case, KDC, which had -- which was a

2 4 master PPOA that was in arbitration. So

2 5 that informed our opinion.

Page 164

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 165 of 236
1 MARK SHANKWEILER

2 And the result of that

3 arbitration award, they disallowed -- the

4 award that was allowed in the

5 arbitration, this disallowed any claim

6 related to the lost profits portion of

7 the claim that KDC had against PREPA. So

8 that's really -- that was the case that

9 we read. And that case is actually filed

1 0 in -- against PREPA.

1 1 And based on our discussions

1 2 with the attorneys at PREPA, we felt that

1 3 was an appropriate level, not too high,

1 4 not too low, but it felt that would be a

1 5 sufficient cushion to allow for potential

1 6 adverse rulings.

1 7 Q In connection with the

1 8 claims estimation work BRG was doing, was

1 9 BRG asked to discount any claims back to

2 0 present value?

2 1 A Could you repeat the

2 2 question, please?

2 3 Q So in connection with the

2 4 claims estimation work BRG was doing, was

2 5 BRG asked to discount any claims back to

Page 165

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 166 of 236
1 MARK SHANKWEILER

2 present value? I could give you an

3 example of what I mean if it's not clear.

4 A So I understand your

5 question.

6 No. We weren't asked to

7 present value any claims or present value

8 any of the claims.

9 Q I'm going to ask a little

1 0 bit more specifically here too, just for

1 1 the record.

1 2 So we were talking about

1 3 lost revenue, the lost revenue component

1 4 of the PPOA claims. And it's my

1 5 understanding that those claims are

1 6 paid -- are like future payment claims.

1 7 Do you understand what I mean by that?

1 8 MS. STAFFORD: Objection to

1 9 form.

2 0 A I do.

2 1 Q And how would you describe

2 2 like a future payment claim, how I just

2 3 used it?

2 4 MS. STAFFORD: Objection,

2 5 form.

Page 166

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 167 of 236
1 MARK SHANKWEILER

2 A So when you -- when we

3 reviewed the proofs of claim that were

4 filed by the PPOA claimants, their lost

5 revenue portion of the claim oftentimes

6 included a schedule of what their

7 potential revenues would be as they go

8 out 20 or 25 years, whatever the initial

9 term of that contract would be. And then

1 0 my recollection is that oftentimes, in

1 1 certain circumstances, the claim that was

1 2 provided, I believe they may have

1 3 discounted it back to present value.

1 4 Q So when you say they may

1 5 have discounted back to present value,

1 6 who is the they?

1 7 A So by they, I meant the

1 8 claimant.

1 9 Q The claimant.

2 0 So on the actual proof of

2 1 claim that they submitted, that the

2 2 claimant submitted, you believe there may

2 3 have been present value discounts created

2 4 there?

2 5 A My recollection is that

Page 167

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 168 of 236
1 MARK SHANKWEILER

2 certain of the claims may have provided a

3 present value discount.

4 Q And was that something that

5 was clearly evident from the proof of

6 claim, like it was stated on the proof of

7 claim that that was done?

8 A I don't recall the specific

9 verbiage. But if you were to analyze the

1 0 actual proof of claim and look at the

1 1 calculation of the lost profits, I

1 2 believe at least in one instance, there

1 3 was a calculation where they calculated a

1 4 present value of the future revenue

1 5 streams that they were expecting under

1 6 that contract.

1 7 Q And did BRG conduct any

1 8 analysis to see how many of the lost

1 9 profit claims on the proof of claims

2 0 documents did that type of analysis?

2 1 MS. STAFFORD: Objection,

2 2 form.

2 3 A I don't think we

2 4 specifically looked at that to like come

2 5 up with a number or what this number did.

Page 168

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 169 of 236
1 MARK SHANKWEILER

2 But in our review of the lost profits

3 component of the claim, my recollection

4 is that that is what they otherwise would

5 have employed, that technique or that

6 calculation.

7 Q And if that calculation was

8 present on a proof of claim that was

9 submitted and BRG was analyzing, the

1 0 number that you then inputted into your

1 1 estimation for the lost revenue

1 2 component, did you use the value that was

1 3 discounted for present value or did you

1 4 use the claim before it was discounted

1 5 for present value?

1 6 MS. STAFFORD: Objection,

1 7 form.

1 8 A So the amounts that were

1 9 asserted, we will have looked -- we

2 0 looked at the -- we would have looked at

2 1 or included in our analysis, the 0 to

2 2 30 percent of the lost profit claim that

2 3 they had asserted.

2 4 Q So just to clarify to make

2 5 sure I'm understanding, so BRG didn't

Page 169

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 170 of 236
1 MARK SHANKWEILER

2 conduct any analysis to calculate or to

3 discount a lost revenue claim component

4 of the PPOA claims back to present value;

5 is that correct?

6 MS. STAFFORD: Objection,

7 form.

8 A That's correct.

9 Q And you testified that some

1 0 of the proof of claims that were

1 1 submitted had -- or at least one of the

1 2 proof of claims that was submitted had

1 3 done an analysis where the claimant had

1 4 calculated the value of the lost revenue

1 5 component back to present value?

1 6 A That's my recollection, that

1 7 the claimant would have included a

1 8 present value calculation.

1 9 Q And then when BRG was

2 0 looking at the total amount for the lost

2 1 revenue component of claims in the -- in

2 2 its estimation, my question that I'm not

2 3 sure I understood the answer to earlier

2 4 was -- and it definitely was my fault for

2 5 not asking clearly -- is, would BRG have

Page 170

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 171 of 236
1 MARK SHANKWEILER

2 or do you remember if BRG would have used

3 the proof of claims calculation that

4 discounted for present value in its -- in

5 BRG's estimation?

6 MS. STAFFORD: Objection,

7 form.

8 A Yes. We would have used the

9 discounted value, so long as that is a

1 0 component of the total asserted value,

1 1 yes.

1 2 Q And you remember

1 3 specifically, there was just one proof of

1 4 claim, a discount of that nature that

1 5 discounted back to present value?

1 6 MS. STAFFORD: Objection to

1 7 form, asked and answered.

1 8 A I believe so. I mean I

1 9 think there may have been more. But I

2 0 just can't recall the exact. Going back,

2 1 you know, when we initially looked at

2 2 these, my recollection is that they did

2 3 oftentimes have those -- have those

2 4 discounted future cash flows in deriving

2 5 the number. I just can't remember

Page 171

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 172 of 236
1 MARK SHANKWEILER

2 specifically, you know, which ones.

3 Q Do you believe that it was

4 reasonable to not discount the lost

5 revenue claims back to present value?

6 MS. STAFFORD: Objection,

7 form.

8 A So yes. In any claims

9 estimation as of the current day, you

1 0 would not be able to, you know, assume --

1 1 you would have to discount any -- you

1 2 would have to discount it back for

1 3 reasonable value of the claim.

1 4 Q So you said an estimation of

1 5 the current day, you would not be able to

1 6 assume, you would have to discount it

1 7 back for reasonable value of the claim.

1 8 Do you know why in this

1 9 case, you didn't or BRG didn't discount

2 0 for present value with respect to the

2 1 lost profit component of the PPOA claims?

2 2 MS. STAFFORD: Objection to

2 3 form.

2 4 A So our -- there's no

2 5 specific reason. I think, as I sit here

Page 172

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 173 of 236
1 MARK SHANKWEILER

2 today, that the claims are -- our view is

3 that the, you know, claims based on our

4 advice that for the lost profit claims

5 are, you know, not valid claims.

6 So to the extent that they

7 are valid claims, we assigned at the high

8 end, 30 percent as a cushion. We didn't

9 specifically go through and determine

1 0 whether or not, or we didn't specifically

1 1 go through and recalculate the lost

1 2 profits portion, applying what we felt a

1 3 reasonable discount factor should be.

1 4 But what we did do is we

1 5 provided a range of claims that should --

1 6 depending on ultimately what the outcome

1 7 of any potential litigation would be

1 8 would capture a value that would provide

1 9 a sufficient cushion to establish a claim

2 0 value.

2 1 Q And was that determination

2 2 that you just described where the

2 3 30 percent discount would capture any

2 4 present value discount a decision that

2 5 BRG made as part of its analysis and

Page 173

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 174 of 236
1 MARK SHANKWEILER

2 estimation?

3 MS. STAFFORD: Objection,

4 form.

5 A So I mean we came up with a

6 range that we thought was a reasonable

7 value of potential -- potential exposure

8 or a potential obligation -- potential

9 claim that might come up without -- and

1 0 we didn't really specifically consider

1 1 the present valuing of a -- of a claim

1 2 for lost profits for a project. That was

1 3 never even approved and got off the

1 4 ground or even developed. So I don't

1 5 know if I answered your question.

1 6 Q That answered it. Thank

1 7 you. Sorry. I'm just taking a look at

1 8 my notes briefly.

1 9 Earlier, we were discussing

2 0 future claims.

2 1 Are you aware of any other

2 2 claims besides the -- that you analyzed

2 3 in connection with the claims estimation

2 4 that are also future claims --

2 5 MS. STAFFORD: Objection to

Page 174

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 175 of 236
1 MARK SHANKWEILER

2 form.

3 Q -- as we were discussing the

4 term earlier?

5 A Could you define future

6 claims again, make sure that I understand

7 your question?

8 Q Yes.

9 So with respect to, for

1 0 example, the lost profit claims, those

1 1 would have been paid out year to year in

1 2 the future. So my question is either

1 3 other claims that you looked at that

1 4 wouldn't have.

1 5 A Not that I'm aware of.

1 6 Q Not that you're aware of.

1 7 Thank you.

1 8 Switching gears a little

1 9 bit, one of the other components of the

2 0 PPOA claims that you discussed today was

2 1 the development portion of them.

2 2 Do you know what I'm talking

2 3 about when I say that, the development

2 4 portion --

2 5 MS. STAFFORD: Objection to

Page 175

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 176 of 236
1 MARK SHANKWEILER

2 form.

3 Q -- component?

4 A I do.

5 Q And it was my understanding

6 from your testimony earlier that there

7 was no discount applied to that component

8 of the PPOA claims. And by that

9 component, I mean the development

1 0 component.

1 1 A That's correct.

1 2 Q And you explained a little

1 3 bit earlier about why that was. So I'm

1 4 not going to ask you that again.

1 5 But one follow-up question I

1 6 did have on that same topic is, were

1 7 you -- are you aware, do you have any

1 8 sense of how many of the development

1 9 claims -- did you conduct any

2 0 investigation into the validity of the

2 1 development claims?

2 2 MS. STAFFORD: Objection,

2 3 form.

2 4 A Yes.

2 5 Q As part of that

Page 176

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 177 of 236
1 MARK SHANKWEILER

2 investigation, do you have any sense as

3 to how many of the power plants, subject

4 to the PPOA agreements, that are the

5 subject of these PPOA claims were never

6 developed at all or development was never

7 started?

8 MS. STAFFORD: Objection to

9 form.

1 0 A So I understand based on the

1 1 PPOA claims that are included in this

1 2 estimate, development costs are part of

1 3 the overall process in negotiating,

1 4 coming up with plans, et cetera, to

1 5 propose to PREPA. And so our

1 6 understanding is that as they go through

1 7 the development phase, that the PPOA

1 8 counterparties coordinate with PREPA in

1 9 coming up with what their designs are for

2 0 the project.

2 1 And so there are development

2 2 costs that were incurred in conjunction

2 3 with that effort in order to get a PPOA

2 4 project approved. And oftentimes -- my

2 5 understanding is that oftentimes, that

Page 177

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 178 of 236
1 MARK SHANKWEILER

2 included getting reports from PPOA to

3 understand what the process is as it

4 relates to the development of a project,

5 as it gets towards a commercial operation

6 or starting a construction, to determine

7 whether or not it's shovel ready to start

8 the construction phase of a project. The

9 developing -- so the development costs

1 0 for these PPOA claims were likely

1 1 underway, otherwise they never would have

1 2 gotten off the ground.

1 3 So there are costs that are

1 4 incurred. The issue is that these are

1 5 not costs that they submit to PREPA to

1 6 have them reimburse them for the

1 7 development costs because that's part of

1 8 the responsibility of the PPOA

1 9 counterparty. And they would earn those

2 0 development costs back once the project

2 1 was approved and they started earning

2 2 revenues under the PPOA. That's the way

2 3 it was explained to me. That's my

2 4 general understanding of the way these

2 5 projects are financed.

Page 178

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 179 of 236
1 MARK SHANKWEILER

2 And so as it relates to --

3 as it relates to the development costs

4 itself, we had conversations with the

5 project management office, employees of

6 PREPA to determine whether or not the

7 development costs that they had included

8 made sense to them and could be validated

9 by them.

1 0 And in many instances --

1 1 when I say in many instances, the answer

1 2 that we got from the project management

1 3 office when we reviewed these PPOA claims

1 4 was that they understood that in certain

1 5 circumstances that there were development

1 6 costs that were incurred because of the

1 7 number of years that they were going

1 8 through and exchanging plans and going

1 9 through the licensing or the regulatory

2 0 process in order to get approvals.

2 1 And so that's -- you know,

2 2 each one of those -- each one of those

2 3 cases, each one of the claims that were

2 4 filed, we had these conversations with

2 5 PREPA's employees. And so the

Page 179

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 180 of 236
1 MARK SHANKWEILER

2 development costs that were included in

3 there -- while we couldn't verify the

4 actual amount of the development costs,

5 we did get the sense that development

6 costs were incurred in coming up with

7 plans and in securing licenses.

8 MS. TOMIC: I think I'm

9 almost done. But if possible, could

1 0 we take a quick break off the record?

1 1 And I could touch base with attorneys

1 2 from Quinn and Cadwalader.

1 3 MS. STAFFORD: Yes,

1 4 absolutely.

1 5 THE VIDEOGRAPHER: Off the

1 6 record at 14:34.

1 7 (A short recess was taken.)

1 8 THE VIDEOGRAPHER: We are on

1 9 the record at 14:46.

2 0 Q I just have a couple of more

2 1 questions. Then I will be done.

2 2 So going back to another

2 3 topic that you testified about early on

2 4 in the day was objections, and I believe

2 5 you said that -- or you testified that to

Page 180

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 181 of 236
1 MARK SHANKWEILER

2 your knowledge, there are no objections

3 to the PPOA claims that had been

4 submitted yet; is that correct?

5 A That's my understanding,

6 yes.

7 Q And have you conducted any

8 analysis how the estimation would change

9 if PPOA objections were submitted?

1 0 MS. STAFFORD: Objection to

1 1 form.

1 2 A Could you repeat the

1 3 question?

1 4 Q So from your -- I'll

1 5 rephrase it.

1 6 From your earlier testimony,

1 7 it sounded like you were anticipating

1 8 there being PPOA objections filed; is

1 9 that fair?

2 0 A Correct.

2 1 Q And have you done any

2 2 analysis or has BRG done any analysis of

2 3 how the estimation that BRG -- the claims

2 4 estimation that BRG calculated would

2 5 change if those anticipated PPOA

Page 181

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 182 of 236
1 MARK SHANKWEILER

2 objections were submitted?

3 MS. STAFFORD: Objection to

4 form.

5 A So I think the asserted

6 claim would still be the asserted claim.

7 Once an objection is filed, the process

8 starts for the ability to adjudicate that

9 claim and come to some sort of a

1 0 resolution. And so absent the process

1 1 taking place, whether it be in either

1 2 ADR, whether it be in a court or

1 3 whatever, you know, venue that it would

1 4 have to be resolved, we don't have any

1 5 real view of what the ultimate outcome of

1 6 that would be.

1 7 So I don't believe I would

1 8 be able to determine without that

1 9 happening, what any adjustments would be

2 0 to the current claims, just because you

2 1 file an objection. The party can respond

2 2 to that. So I don't think we would make

2 3 any objections until -- or any revisions

2 4 to the claims estimates until that played

2 5 out.

Page 182

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 183 of 236
1 MARK SHANKWEILER

2 Q And has BRG done any

3 analysis or had any discussions with the

4 board entities about the likelihood of

5 the anticipated PPOA objection success on

6 the merit?

7 MS. STAFFORD: Objection to

8 form. I'm just going to caution you

9 not to reveal any privileged

1 0 information.

1 1 A Not specifically, no.

1 2 Q And then just finally,

1 3 earlier, I believe it was Exhibit 3, UCC

1 4 submitted the oversight board's expert

1 5 disclosures.

1 6 Are you aware that in that

1 7 document, the board disclosed that you'll

1 8 be testifying at the confirmation

1 9 hearing?

2 0 MS. STAFFORD: Objection to

2 1 form.

2 2 A So in Exhibit 3, am I aware

2 3 that I may testify at the confirmation

2 4 hearing?

2 5 Q Yes.

Page 183

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 184 of 236
1 MARK SHANKWEILER

2 A So I believe I was aware

3 that I might be asked to testify at the

4 confirmation hearing, yes.

5 Q And according to Exhibit 3,

6 the topics of your testimony or expected

7 testimony might include the -- you can

8 read them on page 9 --

9 A Yes.

1 0 Q -- the estimated total

1 1 amount of allowed general unsecured

1 2 claims against PREPA, the eminent domain

1 3 and inverse condemnation claims and the

1 4 estimated total amount of federal claims?

1 5 A Yes.

1 6 Q And is that consistent with

1 7 what topics you anticipate potentially

1 8 testifying about at the confirmation

1 9 hearing?

2 0 A Yes.

2 1 Q Are you aware of any other

2 2 topics that you might testify about at

2 3 the confirmation hearing, other than

2 4 those provided here on page 9 and 10 of

2 5 Exhibit 3?

Page 184

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 185 of 236
1 MARK SHANKWEILER

2 A I am not.

3 MS. TOMIC: I think those

4 are all of my questions. I'm not

5 sure if anyone else is doing any

6 questioning. But that concludes the

7 questioning from Kramer Levin.

8 MS. STAFFORD: I have just

9 one question if no one else has

1 0 anything else.

1 1 EXAMINATION BY

1 2 MS. STAFFORD:

1 3 Q So earlier today -- I just

1 4 want to make sure that we have one thing

1 5 clear on the record.

1 6 So earlier today,

1 7 Mr. Despins asked you some questions

1 8 about the UTIER CBA and potential

1 9 rejection claims?

2 0 A Yes.

2 1 Q Have you been asked to

2 2 provide an estimation of the amount of a

2 3 rejection damages claim in the event that

2 4 the UTIER CBA is rejected?

2 5 A No.

Page 185

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 186 of 236
1

2 MS. STAFFORD: Thank you.

3 That's all.

4 THE VIDEOGRAPHER: Anybody

5 on Zoom with questions? This

6 concludes today's testimony given by

7 Mark Shankweiler as stipulated by all

8 parties. The total number of media

9 units used was three and will be

1 0 retained by Veritext Legal Solutions.

1 1 Off the record at 14:53.

1 2 Thank you.

1 3 (Time noted: 2:53 p.m.)

1 4

1 5 ___________________

 MARK SHANKWEILER

1 6

1 7

1 8 Subscribed and sworn to

1 9 before me on this _______day

2 0 of _______________________, 2023.

2 1

 __________________________________

2 2 NOTARY PUBLIC

2 3

2 4

2 5

Page 186

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 187 of 236
1

2 I N D E X

3

4 E X A M I N A T I O N

5 EXAMINATION

6 Mr. Despins 6

 Mr. Kelly 94

7 Ms. Tomic 153

 Ms. Stafford 185

8

9 E X H I B I T S

1 0

1 1 Exhibit Description Page

1 2 Exhibit 1 Notice of 10

 Deposition

1 3

Exhibit 2 List of witnesses 12

1 4

Exhibit 3 Disclosures 21

1 5

Exhibit 4 Exhibit O 47

1 6

Exhibit 5 Disclosure 75

1 7 statement

1 8 Exhibit 6 Disclosure 78

 statement

1 9

2 0

 R E Q U E S T S

2 1

2 2 Page Line

2 3 74 2

2 4 77 8

2 5

Page 187

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 188 of 236
1

2 C E R T I F I C A T I O N

3

4

5 I, ANTHONY GIARRO, a Shorthand

6 Reporter and a Notary Public, do hereby

7 certify that the foregoing witness, MARK

8 SHANKWEILER, was duly sworn on the date

9 indicated, and that the foregoing, to the

1 0 best of my ability, is a true and accurate

1 1 transcription of my stenographic notes.

1 2 I further certify that I am not

1 3 employed by nor related to any party to

1 4 this action.

1 5

1 6

1 7 <%5259,Signature%>

 ____________________

1 8 ANTHONY GIARRO

1 9

2 0

2 1

2 2

2 3

2 4

2 5

Page 188

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 189 of 236
1

2 ERRATA SHEET

 VERITEXT/NEW YORK REPORTING, LLC

3 1-800-727-6396

4 330 Old Country Road 7 Times Square

 Mineola, New York 11501 New York, New

5 York 10036

6 NAME OF CASE: In re: the Financial

Oversight and Management Board for Puerto

7 Rico, as Representative of the Commonwealth

of Puerto Rico, et al.

8 DATE OF DEPOSITION: May 22, 2023

 NAME OF DEPONENT: Mark Shankweiler

9 PAGE LINE (S) CHANGE REASON

 ____|______|_______________|_____________

1 0

 ____|______|_______________|_____________

1 1

 ____|______|_______________|_____________

1 2

 ____|______|_______________|_____________

1 3

 ____|______|_______________|_____________

1 4

 ____|______|_______________|_____________

1 5

 ____|______|_______________|_____________

1 6

 ____|______|_______________|_____________

1 7

 ____|______|_______________|_____________

1 8

 ____|______|_______________|_____________

1 9

 ____|______|_______________|_____________

2 0

 ____|______|_______________|_____________

2 1

 __________________

2 2 MARK SHANKWEILER

2 3 SUBSCRIBED AND SWORN TO BEFORE ME

 THIS ____ DAY OF ___________, 20__.

2 4

 __________________ __________________

2 5 (NOTARY PUBLIC) MY COMMISSION EXPIRES:

Page 189

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 190 of 236
&

& 2:3,9,14 3:11

4:4,10 20:13

20:24 21:11

23:22 34:7,13

34:15,25 35:3

36:19 37:13,14

38:8 40:6

45:13,25 46:3

48:4,21 50:4

52:3,10,14

54:2 59:20

62:17 69:16

70:21 71:10

73:9,21,22

84:10,16,20

85:5,12 89:20

108:6 117:13

123:25 124:14

124:18 125:17

127:6 139:3,17

140:5,12 158:5

159:2 160:21

161:17

0

0 55:10 57:20

58:16,19,23

59:2 154:20

156:25 157:3

169:21

02110 3:23

1

1 3:22 5:12

9:23 10:2,16

10:17 11:10

12:18 14:7,20

64:21 65:9

69:5 86:25

87:19 115:17

135:19 155:8

157:13 187:12

1-800-727-6...

189:3

1.1 30:25

10 116:9,11

158:16 159:12

160:14 184:24

187:12

10,000 89:22

100 2:21

115:25 116:9

116:12

100,000 31:3

10019 4:11

10036 1:21

3:12 189:5

10153 4:6

10166 3:5

10281 2:11

10:31 69:4

10:57 69:8

11 1:20 5:23

133:23

11,000,245 62:2

11.2 132:17,20

11501 189:4

1170 2:21

11:31 93:24

11:41 94:3,18

11:42 94:21

11th 12:8

12 58:9 64:21

64:24 65:9,12

86:25 87:20

157:14 187:13

120,000 31:3

12:54 146:3

13 58:9

13.3. 50:21

13:46 146:7

14.8 136:19

14.834 134:17

14:34 180:16

14:46 180:19

14:53 186:11

150 151:5,17

153 187:7

16 141:13,17

16.8 141:21

143:4

16th 76:7

17 1:3,9 5:21

141:18

172 42:2

185 187:7

19 7:13,19

1974 90:17

1990s 18:12

95:14

1st 81:13 82:9

2

2 10:18 12:12

12:14,18,23

13:23 14:6,20

14:23,24 69:9

84:24 132:9

140:9 146:4

187:13,23

2.4 137:25

138:24

2.5 137:7

2.7 46:16

2.779 47:16

2.8 46:15

115:19,21

2.9 46:16

20 95:19

138:17,22

140:16 167:8

189:23

200 2:10 3:5

157:25

2000 2:5

20006 2:5

2008 62:13

133:4

2009 62:14

133:4

2019 32:8 85:6

2022 74:24

2023 1:16 5:4

12:9 186:20

189:8

21 187:14

[& - 21] Page 1

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 191 of 236
22 1:16 76:7

133:24 189:8

22,000 64:8

224 61:19,24

63:12 131:17

224,900,000

61:12

224.9 62:4

128:16,17

130:17 131:3

134:8

225 127:25

131:7 132:10

22nd 5:4

23,000 133:24

245 78:11

25 167:8

26 75:18

264 81:18

125:6 126:20

264,000,379

81:10

264379 82:18

27 32:12

28 32:12 85:9

2:53 186:13

2s 14:18

3

3 13:2 21:23

81:3 82:25

84:25 88:3,19

88:20 101:20

146:8 154:22

183:13,22

184:5,25

187:14

30 9:9,19 12:5

52:24 55:10

57:21 58:17,19

58:23 91:24

95:20 149:9,16

149:17 154:20

155:17,19,21

156:2,6 157:2

157:3 161:21

161:24,25

163:11 164:5

169:22 173:8

173:23

300 35:16

30309 2:21

3283 1:3 5:21

330 189:4

3305 7:15

35 160:7

3800 3:17

4

4 14:25 47:5,7

74:14 80:24

82:9,25 86:8,9

87:17 101:17

101:18,19

103:23 115:18

125:4 129:15

129:23 134:15

147:21 154:22

157:23 187:15

40 95:20 160:7

47 187:15

4780 1:9

4th 2:5

5

5 61:9 64:2,3

75:10,12,14,16

75:19,22

103:18 129:16

129:23 130:16

187:16

5,000,673 60:22

5.9 33:10 99:8

50 29:9 89:17

135:11,11,16

50,000 85:9

500 2:16 91:17

133:5,16

51 4:11

5259 188:17

52nd 4:11

55 48:12

550 91:17

5th 4:5

6

6 9:9,19 12:5

77:23,25 78:4

78:9,22 91:24

99:8 134:15

149:9,16,17

187:6,18

60 30:10 99:16

99:18 100:6,23

600 91:18

60602 3:18

65.6 155:11

7

7 3:12 11:9

189:4

70 3:17 156:13

700 146:25

711 2:16

74 187:23

75 187:16

767 4:5

77 187:24

77002 2:16

78 187:18

8

8 14:25 187:24

800 22:9,14,20

23:7 32:23

33:6,16 35:2,7

37:8 38:19

41:11,14 42:8

42:25 44:10,17

45:19,23 46:5

75:7,25 76:13

85 116:5

89 96:5

9

9 22:2 131:17

135:22,23

136:2 184:8,24

90 96:5 158:16

158:20 159:11

92 95:15

94 187:6

[22 - 94] Page 2

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 192 of 236
99 118:2

9:06 1:16 5:4

9th 81:14,17

a

a.m. 1:16 5:4

aafaf 3:11

ability 108:8

182:8 188:10

able 18:21

30:25 34:10

37:16,20 38:5

38:6,9 71:4

83:13 85:13

119:24 120:16

121:11 147:5

172:10,15

182:18

above 9:25

12:13 21:22

47:4 75:15

77:24 91:17

absence 51:4

51:13

absent 182:10

absolutely 23:8

31:16 46:25

180:14

academic 15:23

access 71:7

98:22

accordance

7:18

account 50:14

89:9 92:10

93:3 108:13

143:8 163:21

accountants

20:14

accounting

16:2

accurate 25:3

156:14 188:10

accurately 41:9

acronym 46:11

acronyms

31:19

action 6:7

41:23 188:14

actions 34:8

actual 24:9

25:17 62:10,15

113:24 124:4

130:11 131:25

137:6 138:14

140:6 162:17

167:20 168:10

180:4

actually 8:23

12:17 13:6

27:14 31:10,11

31:13 61:7

63:17 92:17

98:12 105:14

111:23 113:18

121:24 122:3

125:13 137:11

145:14,21

148:16 159:9

159:21,22

165:9

ad 2:4

add 79:3

addition 9:7

12:6

additional

88:13,25 107:5

114:5,23,25

149:19

adjudicate

182:8

adjust 23:23

57:9,13,16

110:11

adjusted 41:4,5

47:21 52:16,19

55:8,14 56:15

56:19 59:4,22

64:9 71:12

79:19 80:22

83:3,16 102:20

103:22 104:2

104:16,18

106:7,8,11,15

106:21 107:17

108:21 109:20

113:20,21

114:3 132:16

135:20 155:23

156:20 160:13

164:2

adjusting

113:14

adjustment

24:4 51:2,10

51:18 53:21

57:24 60:6

144:10 158:14

adjustments

59:5 182:19

administration

16:2

adopt 39:15

adr 24:3

105:18,22

158:6 159:25

182:12

advanced

145:14

adversary

55:24

adverse 165:16

advice 45:15,17

46:4 53:25

72:12 73:19

84:8 108:3,5

173:4

advise 73:3

advised 73:22

advisor 123:20

127:17

advisors 20:4,9

20:9,12,16,18

100:15 109:8

132:22

advocate 97:8

afternoon

153:4

agency 150:24

151:7

[99 - agency] Page 3

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 193 of 236
aggregate

103:2,3 138:19

141:9 150:11

150:13

agree 5:11

agreed 124:20

agreement

31:23 85:19,22

87:22

agreements

49:7 177:4

ahead 55:20

92:3 101:14

akherring 4:13

al 1:7 5:18

189:7

alex 3:7

alexbongartz

3:8

allentown

15:22

allergies 26:14

allow 18:3,8

19:5 53:9

107:4 165:15

allowable

16:19 17:4

allowed 15:6

17:5,8,18,24

22:7 45:7

49:15 51:11

57:11,12

104:20,21

105:3 113:19

131:2,7,16

137:24 141:21

143:5,8,11

165:4 184:11

allowing 57:17

alluded 100:2

amended 7:14

amends 26:25

27:7

america 142:8

amount 15:6

17:9 19:22

22:7,14 24:4,5

24:6 32:9,12

32:15 33:2,24

35:15 41:19

45:7 46:13,17

47:13,15 51:2

51:11 52:23,23

58:2 60:25

61:11,12,17,19

62:4 65:21

66:18 68:23

70:7 75:24

81:8,9,10,17,18

81:20 82:4,11

82:14,18 85:3

86:23 87:18

88:2,15,18

90:3 91:14

95:19 100:12

101:9 102:23

102:24,25

103:15 104:20

108:14 109:14

131:2,17

132:14 133:18

133:19 134:3

135:16 136:16

137:7,8 140:25

141:9 143:7,11

143:17 147:2,6

147:6 150:12

150:13 155:18

155:18 156:16

156:17 163:21

170:20 180:4

184:11,14

185:22

amounted 64:7

amounts 27:13

42:13 52:16

76:20,24 88:14

102:5 105:16

151:12 158:25

169:18

analysis 43:23

44:9 58:23

89:3 97:5,10

104:24 105:8

105:10 119:5

126:21 127:16

135:8 136:19

137:9 139:2

148:24 149:6

149:19,23

157:17 160:2

168:18,20

169:21 170:2

170:13 173:25

181:8,22,22

183:3

analyze 49:23

168:9

analyzed

174:22

analyzing

169:9

angela 4:12

ankura 127:14

announced

75:6

answer 8:15

9:6 45:11

55:17 64:17

65:15 66:14

67:15,17 68:2

78:19 84:6

92:2 111:10

120:16 123:12

129:13 131:18

133:5 142:18

150:7 162:9

170:23 179:11

answered

66:10,22 67:4

67:10,15 68:2

68:5 71:5

171:17 174:15

174:16

answering

40:25 101:23

157:7

answers 43:6

anthony 1:22

6:3 188:5,18

[aggregate - anthony] Page 4

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 194 of 236
anticipate

143:6 184:17

anticipated

181:25 183:5

anticipating

181:17

anybody 186:4

apologize 8:10

40:16 60:17

appearance

6:11

appearances

6:12

applicable

11:13

applied 88:7

89:17 155:5

176:7

apply 59:24

157:16

applying

173:12

approach

39:18 40:3

124:23

approaching

86:14

appropriate

59:7 108:12

110:5 162:2

164:13,19

165:13

approval

128:12,13

approvals

179:20

approved

174:13 177:24

178:21

approximate

91:14

approximately

29:10 46:14

92:21,22,23

132:10 138:17

146:24 157:25

arbitration

57:8 60:5,16

60:19 61:5

63:5,6 113:17

113:20 118:11

118:16 119:7

119:11 123:3

126:22 128:7,8

128:21 164:24

165:3,5

arbitrations

114:15,19,21

argue 132:13

arguments

83:21

arising 86:10

87:20

article 16:14

ascribe 39:22

ascribed 38:18

40:21 41:2

42:20 43:3,20

44:5,15,18

45:2 117:24

118:3,15

130:13

ascribes 41:12

ascribing 136:9

ashley 3:19

aside 27:6 54:4

asked 8:14 35:9

35:15 40:9

47:11 64:19

66:11,22 67:4

67:10,15 68:2

71:6 85:5

102:3 134:6

146:14,15

149:5 154:4

165:19,25

166:6 171:17

184:3 185:17

185:21

asking 13:19

29:21 44:21

81:10 94:12

157:6 170:25

assert 63:3

108:8 121:11

134:5 148:2

asserted 22:8

23:23 24:4

29:11,23 30:18

32:10,16,25

34:9 41:20

42:2 46:13

47:14,15 49:11

49:24 52:6,17

57:14,15 61:11

61:19,21 62:4

62:16 68:23

79:16 81:9,18

81:19 82:3,4

82:11,13 98:11

98:15 99:6,12

99:17 103:15

103:16,17

108:14 111:19

115:18 116:3

127:25 130:17

130:23 134:16

136:16,22

137:8 138:20

140:17 141:2,9

143:16 145:2,9

145:13,21

146:24 147:7

147:11 148:8

148:16,20,25

149:20,25

151:4 169:19

169:23 171:10

182:5,6

asserting 54:9

82:22 152:9

163:13

asserts 109:24

assess 68:9,13

111:12 146:16

assessed 64:22

65:10 66:11,13

66:15,19,23

67:7,11,19,19

[anticipate - assessed] Page 5

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 195 of 236
67:22,23 68:15

100:19 105:20

123:6 158:11

assessing 117:3

assessment

111:7 117:11

123:21,24

assigned

158:11,14

160:5,13 173:7

assigning 119:9

assist 85:7

assisting 124:3

associated 42:8

85:4 122:2

139:21 142:11

143:13

assume 8:5

37:3 150:6

172:10,16

assumed 52:20

assumptions

15:5 22:5

109:7

assured 2:9,10

atlanta 2:21

attached 10:18

attempted

63:10 130:3

attempting

17:25 18:7

attendance

7:24

attending 7:20

attention 11:9

14:25

attorney 77:20

131:4,22

attorneys 2:4,9

2:15,20 3:4,11

3:16,21 4:4,10

10:23 72:7

141:5 165:12

180:11

attributable

115:22

audio 5:9

audited 126:18

authority 1:14

available 7:22

18:15 119:13

132:24

avenue 3:5 4:5

average 88:4

89:4

award 60:5,19

60:22 61:2,4

63:6 165:3,4

awards 60:16

aware 91:8

114:20 142:13

143:25 148:7

149:18,22,24

152:10 153:10

153:24 174:21

175:15,16

176:17 183:16

183:22 184:2

184:21

aweringa 3:19

b

b 9:9,19 12:5

91:24 125:25

149:9,16,17

187:9

bachelor 15:18

back 14:16

19:24 35:20

38:14 44:12

56:22 63:14

64:18 69:11

74:13,18 80:24

84:22 116:2

125:3 126:4

129:14 131:12

154:24 160:17

165:19,25

167:13,15

170:4,15

171:15,20

172:5,12,17

178:20 180:22

background

15:15 70:6,25

95:11

backtrack

38:25

backup 42:24

43:25 44:9

64:20 65:8

bad 33:23

badgering 68:4

ballpark 32:17

32:18,25 89:11

91:15 138:20

150:20

bankruptcies

95:16,24

bankruptcy

16:4,14 18:2

91:9 92:9,10

104:22

banks 96:15

bar 92:24

bargaining

85:18,22 87:22

base 180:11

based 9:4 17:14

22:24 23:20

24:5,14 27:8

28:2,5,13,17

40:6 41:5

45:24 48:14,17

48:19,22,23,25

49:15 51:3,12

52:13 57:5,7

58:2,8 59:5,8

59:11 60:24

61:3 62:10

63:16 66:5

68:22 73:9,11

73:12 77:2,7

79:24 83:13,18

83:19 88:5

89:18,23

104:24 105:17

106:19 108:2

109:7 110:7,12

113:16,16

[assessed - based] Page 6

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 196 of 236
115:4 116:13

118:10 119:12

119:17 130:2

131:19 133:6

133:10 136:20

140:4,4,5

145:13 147:7

148:4 154:14

157:16 158:3,9

158:10,25

159:25 161:3

161:23,23

162:2,3,18

163:2,11

165:11 173:3

177:10

basic 8:19

basis 57:23

64:9 77:6

93:11 112:23

113:4 131:8

132:9,11,12,14

bear 7:6

beginning 69:9

149:7

begins 146:7

behalf 9:19

21:21 93:3

belief 79:24

believe 18:21

29:5 30:15

32:2,7,11

41:22 45:4

48:7,11 49:13

52:24 56:11,12

64:2 71:25

79:19 81:21

83:5 86:6

91:16 99:21

101:16 108:11

127:14,19

138:4 141:12

144:25 145:20

147:3 150:15

153:17 154:11

154:20 155:4

155:12 167:12

167:22 168:12

171:18 172:3

180:24 182:17

183:13 184:2

believed 79:14

bell 31:18

33:10 74:25

78:8 90:6

benefit 133:13

benefits 63:8

129:4 130:6,8

best 104:19

148:18,22

151:14,16,19

188:10

bet 131:6

better 56:5

154:17

big 72:8 95:21

95:23 96:4

100:25

bigger 101:5

bill 4:19

billion 32:12

33:10 46:15

47:16 96:5,5

99:8,8 103:18

115:19,21

bit 15:14 40:19

95:10 98:7,17

99:5 100:10

107:15 110:15

116:25 117:15

137:17 146:11

154:3,23

164:18 166:10

175:19 176:13

bk 1:3,9 5:21

blew 121:14

board 1:5,12

3:16 5:18 9:10

9:10,20 11:19

12:7 21:9 28:5

56:8 74:21

146:15 149:18

159:18 183:4

183:17 189:6

board's 21:17

149:9,15,17

183:14

bob 4:19

bond 25:24

142:5,11

bondholder

96:20 149:13

bondholders

2:4

bonds 90:19

95:7 142:8

bongartz 3:7

10:15,25 11:7

12:21 13:9,21

14:5,17 75:13

bonus 126:10

bonuses 120:22

135:2 137:3

books 19:11,13

19:21 27:13

116:23

borges 21:12

boston 3:23

bottom 11:17

bottoms 39:21

40:3

boxes 85:9

brady 4:7

brain 32:19

break 69:2

93:16 180:10

brg 32:5 99:16

100:15 117:8

117:13 123:8

123:19 138:8

140:24 141:3

145:4 148:23

162:18,20

163:6,7,7

165:18,19,24

165:25 168:17

169:9,25

170:19,25

171:2 172:19

[based - brg] Page 7

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 197 of 236
173:25 181:22

181:23,24

183:2

brg's 171:5

briefly 47:10

160:17 174:18

bring 13:20,22

broken 84:23

bucket 137:14

build 79:14

85:13 86:18

106:18 142:7

built 88:18

bunch 134:21

business 15:25

c

c 2:2 3:2 4:2

125:25 188:2,2

cadwalader 2:9

180:12

calculate 121:4

147:6 170:2

calculated

110:2 168:13

170:14 181:24

calculating

120:23

calculation

125:24 168:11

168:13 169:6,7

170:18 171:3

call 25:9 77:8

121:9 125:23

126:10,11

139:20,24

162:9

called 47:18,21

69:16 75:21

84:10

calling 74:3

cameron 2:17

94:25

cameronkelly

2:18

candid 43:5

cap 11:13

capture 173:18

173:23

captured 24:19

42:12 89:2

98:13 112:7

capturing

124:4

care 62:13,21

63:8 79:13

130:8

carve 110:12

case 1:3,9 5:20

14:9 18:3

34:12,12,16,17

36:17,22,23

37:4 60:5

98:25 107:2

126:14 156:22

164:23 165:8,9

172:19 189:6

cases 18:12,17

89:22 96:16

164:20 179:23

cash 171:24

categories

23:16 25:15

28:24 39:20

60:4 64:25

65:9,12 86:25

87:19 102:18

104:11,25

110:19,22

134:22 136:18

153:11 157:10

157:12

categorization

23:13,15,17

24:25 25:3,6

25:10

categorizations

26:7

categorize

25:13

categorized

138:16

category 24:21

25:8,12 40:5

45:23 64:21

75:21 102:12

102:13 106:5

157:20 161:18

caution 79:6

183:8

cba 86:2,2,11

86:25 87:22

124:20,22

128:14 185:18

185:24

cell 5:8

certain 20:17

55:6 71:23

73:8 96:16

102:17 105:17

106:14 109:22

109:25 110:7

113:4 126:2

130:8 134:25

136:24 137:2

139:19,22

142:4,5,11

151:9,11 159:3

159:3 167:11

168:2 179:14

certified 1:23

certify 188:7,12

cetera 98:24

177:14

challenging

97:5

chance 47:9

change 61:20

62:12 78:12

181:8,25 189:9

changed 62:22

104:10,11

changes 105:25

133:8

changing

128:11

characterizati...

39:16

charge 124:15

[brg - charge] Page 8

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 198 of 236
chart 155:7

chester 15:19

chicago 3:18

christmas

120:22 126:10

134:25 137:3

cilt 151:3,3,18

152:2,11,13

153:18,19,23

circumstance

53:22

circumstances

48:25 106:14

139:23 167:11

179:15

claim 17:8 19:3

19:8,9,10,12,15

19:18,25 20:5

20:7,19 22:19

23:12,14,25

24:4,9,10,13

25:7,8,10,17,21

25:22,24,25

26:2,6,24 27:9

27:10,16,18

28:2,10,10,14

31:4,6 33:23

34:2,19,23

35:15,17 36:7

36:14,18,21

37:7 38:24

39:3,7,13,19,20

39:22 40:21

41:4,7,12,16,18

41:23,25 42:4

42:5,6,9,19,22

42:22 43:2,20

43:21 44:5,19

44:25 48:22

49:25,25 50:14

51:11,20,21,25

52:5,8,12,16,18

54:5,6 55:9,13

57:8,14,15,22

57:23,24 58:7

60:25 62:3,5,6

62:9,11,15,19

63:2,12,13

64:14,24 65:11

66:3,11,13,17

66:19,25 67:5

67:18 68:11

70:8 71:21

73:15,16 75:24

76:24 81:4

82:3,10 83:6

84:23 85:3

86:15 88:2

92:17,24 93:6

98:24 100:17

101:9 102:11

102:12 105:9

105:25 106:17

106:18,22,24

107:9 108:5,9

108:12 109:6

109:24 110:3

111:18 112:16

113:9,10 114:7

115:5,18 116:3

116:25 117:3,5

117:22 118:9

118:17,19,20

118:22,25

119:3,10,23

120:8,13,15,16

120:18 121:9

121:10,12

123:2,7,10

125:11 127:22

127:24 128:16

129:8 130:17

130:25 131:8

131:16,20

132:2,2,9,15,25

134:3,8,8

137:11,14,25

139:7,9,18,21

139:22 140:7

140:14,18,20

141:15,21

142:2,14 143:5

143:22 145:3,9

145:17,22

146:16,24

147:7 148:11

148:17 151:7,9

151:18 152:4,5

152:7,9,20

153:17 155:15

156:3,4,21

157:20 158:15

159:4,11

160:22,25

161:18,19

163:14,18,19

163:21 165:5,7

166:22 167:3,5

167:11,21

168:6,7,10

169:3,8,14,22

170:3 171:14

172:13,17

173:19 174:9

174:11 182:6,6

182:9 185:23

claimant 49:11

51:12 82:22

167:18,19,22

170:13,17

claimants

53:18 114:6

144:6 145:21

148:15 167:4

claimed 57:17

claims 11:14

16:19 17:4,4

17:18,24 18:4

18:8,14,19,22

20:17 22:8,25

23:2,10,12,15

23:18,19,23,25

24:3,19,21

25:2 26:19,23

27:5,7,8,12,20

27:23,24 28:5

28:17,17,24

29:4,11,13,19

29:19,21,23

30:12,14,16,17

[chart - claims] Page 9

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 199 of 236
30:24 31:25

32:6,10,16,24

33:17,22 34:6

35:10,11,14,20

35:22 36:3,9

36:13 38:15,17

39:6,6,9,11,23

40:4,5,8,8,10

40:13,14,18,23

41:3,6,10,22

42:15 44:3,13

44:14,16 45:8

45:11,14,16,24

46:11,14 47:14

47:16 48:10,13

48:14,19 49:5

49:10,10,15

52:16 55:22

56:9,24 58:5,9

59:9,14 63:24

63:25 64:4

65:16,18 66:6

66:24 67:12,20

68:7,14,16

69:24 70:2,4,5

70:11,12,14,17

70:19,20,22,24

71:16,23 72:2

72:3,10,12,21

72:25 73:9,23

74:10 75:7,22

76:25 79:13,25

81:23 82:6

84:17,18,20

85:7,15,15

86:10,17,18,21

87:2 88:5,6,8

88:13,16,21,25

89:4,6,21

92:10,19 96:5

97:15 98:2,5

98:11,15,16

99:7,11,13,17

100:2,6,25

101:5 102:3,4

102:8,14,18

103:4,7,10,10

104:19,23,25

105:11,13,13

105:18,19

106:20 107:5

109:2,13 110:3

110:7,10,15,18

110:19,20,23

111:2,13

112:15,23,24

113:5 114:14

114:18 116:19

118:6,12,13

119:16 120:19

120:23 121:4,7

122:11 124:16

124:19,21,24

124:25 125:12

125:15,17,19

126:2,3,5,6,8,9

126:10,12,12

126:14,15,24

127:4 133:15

133:21 134:13

134:19,22

135:3,5,6,7,9

135:10,16,21

136:2,5,10,16

136:20,21,23

137:6,20 138:5

138:11,13,15

138:17,18,20

139:2,5,11,13

139:19,23,25

140:11,15,17

140:22,25

141:4,6,7,10,23

141:24 142:3

142:23 143:2,9

143:13,15

144:12,13,14

144:16,18,24

145:6,8,12,13

145:16 146:20

146:22 147:10

147:11,15,20

148:3,9,14,20

148:25 149:20

149:24 150:12

150:14,22

151:2,3,3,9,11

151:18,20,25

152:12,14

153:11,11,18

153:19,23,24

154:5,7,10,16

155:9 156:7,24

157:10,13,17

157:25 158:5,7

158:12,17,18

158:23 159:2,3

159:8,13,20

160:5,8,16,18

162:3,4 164:9

165:18,19,24

165:25 166:7,8

166:14,15,16

168:2,19,19

170:4,10,12,21

171:3 172:5,8

172:21 173:2,3

173:4,5,7,15

174:20,22,23

174:24 175:6

175:10,13,20

176:8,19,21

177:5,11

178:10 179:13

179:23 181:3

181:23 182:20

182:24 184:12

184:13,14

185:19

clarify 9:2

43:12,17 74:20

100:4 154:25

155:20 159:10

163:4 169:24

clarifying

106:6 150:8,9

clarity 95:12

class 32:17

41:23 75:22

138:13 141:24

[claims - class] Page 10

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 200 of 236
classes 143:14

classification

27:9

classified 144:9

clause 50:18,21

51:4 53:15

clear 8:25 9:20

29:20 47:25

65:4 66:16

80:6,12 155:2

166:3 185:15

clearly 30:9

77:19,20 168:5

170:25

client 77:20

close 103:18

116:4,4 141:22

collaborative

122:13,21

124:23

collective 85:18

85:22 87:21

109:12

college 15:20

15:22

column 56:14

58:22,25 59:22

60:13 78:15,16

78:18 79:3

80:8,21,22

103:23 155:22

155:23 159:16

columns 47:18

60:10

combination

49:4 59:17

come 23:7

24:10 34:17,22

45:18 46:4

48:3 59:6

79:18,22 89:5

90:2 96:24

99:25 100:5

102:2 104:22

108:21 118:14

118:18,25

120:5 121:13

122:5,24 123:5

124:24 132:24

133:16 139:10

139:13 158:16

158:19 159:11

161:11 168:24

174:9 182:9

comes 48:6

113:23 164:21

comfortable

39:17 49:21

68:16 83:11

98:21

coming 17:3

58:24 106:20

106:21 107:25

108:10 113:15

114:2 119:11

123:16 177:14

177:19 180:6

commercial

178:5

commission

189:25

committee 2:20

3:4,21 5:15 7:3

97:4

common 74:8,9

commonwealth

1:7 28:12

189:7

communicated

82:17

company 19:12

20:3 120:12

151:10

company's

20:4,9 116:23

compared

32:22

comparison

63:18 133:12

comparisons

62:21

compensating

129:3

complaints

134:24

completed 29:6

112:9

complex 72:10

109:13 124:6

126:7

component

52:18 53:6

55:15 73:15

154:6 155:6,10

156:12,21

160:19 161:5

161:19 166:13

169:3,12 170:3

170:15,21

171:10 172:21

176:3,7,9,10

components

48:10,18 51:19

55:9 57:2 73:8

73:25 102:15

105:11 125:14

126:2 133:14

139:7,18

155:14 164:22

175:19

comprise

138:11

comprised

139:5

concern 124:23

concerned

36:12 65:22,23

79:23

concierge 4:19

10:8,20 11:5

13:5,19,24

14:13

concludes

185:6 186:6

conclusion

17:11 84:3

90:12 99:25

100:5 113:2

142:17 144:20

[classes - conclusion] Page 11

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 201 of 236
145:19 149:4

condemnation

137:19 138:12

138:17 184:13

conduct 168:17

170:2 176:19

conducted

91:20 92:6

149:23 181:7

conducting

149:18

conferred

23:21

confidential

7:11,16

confidentiality

7:6

confirm 23:16

30:25 93:20

147:5

confirmation

7:14 183:18,23

184:4,18,23

confirmed 39:6

conflict 12:25

confused 12:19

13:12 40:19

58:20 81:13

confusion 9:14

81:2

conjunction

24:7 100:15

177:22

connection

22:3 160:25

165:17,23

174:23

consensus

162:23 163:10

consenting

35:18

conservative

163:14,24

164:6,10,11

consider 70:18

174:10

considered

54:6 71:13

91:4,7 150:23

consistent

19:11 25:15,16

76:22 184:16

constant 60:20

constituency

96:20,21

construction

178:6,8

consultation

48:20

cont 3:2 4:2

contacted 42:5

contain 50:12

contained 54:3

containing

69:21

contested

163:16

context 90:10

92:15,16

continue 5:10

78:12

continued 82:5

contract 50:2

51:14 52:4,7

53:19 73:12

86:20 88:12

89:7 151:14

167:9 168:16

contracts 48:20

49:12,16 50:19

53:9 73:10

160:24

contractual

54:3

contractually

162:5

contrast 26:24

control 13:15

conversations

5:7 24:17

48:25 52:10

57:5 73:18

77:5 111:20

160:20 162:14

162:16,19

163:3 179:4,24

cool 87:8

coordinate

177:18

coordinated

45:12 85:11

corey 4:7

corey.brady

4:7

corp 2:9,10

corporation

4:5 72:8

correct 8:17

22:21 46:9

50:4,5 53:15

54:22 55:4,25

59:25 60:11

61:3,13 64:25

76:10 83:25

85:23 95:8

115:19 117:23

154:16 155:13

156:8,15 170:5

170:8 176:11

181:4,20

correctly 98:12

101:23 145:23

corretjer 20:25

37:19 71:22

72:22

cost 57:15

111:8 112:24

113:5 114:14

114:18 116:18

costs 51:22

57:3,10,11

110:21 111:10

111:14,19

112:4,6,20

113:8,13,19,22

113:25 114:11

114:24 115:4

115:12,22

116:5,6,22

[conclusion - costs] Page 12

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 202 of 236
177:12,22

178:9,13,15,17

178:20 179:3,7

179:16 180:2,4

180:6

counsel 5:14

9:3 10:9 20:12

20:21,22 21:8

21:9 24:8

72:19,20 110:8

counterparties

177:18

counterparty

178:19

country 189:4

couple 153:6

180:20

course 21:20

76:18 77:16

101:12

court 1:2 5:19

6:2,14 17:17

17:21 18:2,2,3

18:8 19:5 31:8

36:25,25

104:22 128:8

140:3 162:5

163:17 164:8

164:16 182:12

courts 162:6

cover 7:10

56:13 64:4

craddock 4:19

created 167:23

creditor 18:13

19:22 96:19

creditors 2:20

3:4,22 5:16 7:3

15:7 18:16

91:10 96:3

97:3,13 98:6

98:18,23 148:7

current 90:6,14

91:4,7 145:16

145:22 148:3,8

148:16,20,25

149:20 153:19

172:9,15

182:20

currently 91:16

99:7 114:21

cushion 41:16

41:17 52:25

53:5 55:10

58:4 59:13,14

63:23 64:3

65:25 66:2,5

79:21 88:7,24

89:8,10,13,17

89:25 107:4

108:23,25

133:20 134:3

134:11 155:20

159:6 162:7

164:5,6 165:15

173:8,19

customer 25:25

cwt.com 2:12

d

d 187:2

d&v 63:17

84:11 111:4

158:14 160:2

160:12

d.c. 2:5

damage 86:10

86:21 88:20

damages 35:16

51:25 57:4,21

82:2 84:25

86:15 87:20

110:23 139:21

185:23

dash 61:15

database 35:4

date 10:3 12:15

21:24 47:6

56:10,12 75:17

78:2 92:24

188:8 189:8

dated 12:8

81:13,14

dates 74:18

day 63:16 64:7

112:3 124:7

160:7 172:9,15

180:24 186:19

189:23

deal 18:19

21:19 33:25

74:12

debtor 1:15

15:7 18:13

96:19 98:2

100:16

debtors 1:8

96:16 97:6,7,9

97:14,18 98:9

98:16

decades 119:8

123:15

december

74:19,24 76:7

decide 79:2

decided 63:21

133:14

decision 161:2

173:24

defensible

109:14

define 56:16

104:8,12,15

128:6 164:11

175:5

defined 7:11

25:16

definitely

170:24

degree 15:21

15:24

degrees 15:16

16:3

department

122:23 137:10

departments

122:5,15

depending

105:25 106:4

[costs - depending] Page 13

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 203 of 236
173:16

depends 29:17

depo 115:18

deponent 189:8

deposed 8:5,15

deposition 1:18

5:13,22 7:21

8:8 9:23 11:10

12:12 16:18

87:18 147:21

149:8 187:12

189:8

depositions

8:20

depository 7:12

7:17,23

derived 58:6

105:17

deriving

171:24

describe 16:23

164:17 166:21

described

164:5 173:22

description

187:11

designate 11:19

designated

115:6 149:15

designee

149:10

designs 177:19

despins 3:6

6:21 7:2,8 9:22

12:3,11,20

13:11 26:10,15

43:11,16 60:14

68:25 74:2,11

75:11 77:8,13

77:22 78:3

87:7,12 93:14

93:19 94:4

95:9 99:4

103:20 110:17

149:8 154:5

185:17 187:6

detail 24:9,12

28:7,13 55:23

63:11 115:11

detailed 119:5

details 19:14

determination

17:8,13,17

22:13 34:18

36:20 102:2

117:7 173:21

determine 18:8

18:15 19:9,15

19:17 23:16

24:13 25:11,13

37:6,12 44:25

49:14,23 68:17

91:6 93:5

119:25 120:2

120:14 121:23

122:16 137:10

148:24 149:19

173:9 178:6

179:6 182:18

determined

22:23 24:6

62:7 66:12

68:11 106:9

117:3 144:24

determining

19:3 79:12

91:3

developed

48:13 87:25

106:23 125:21

126:6,13,16

174:14 177:6

developing

178:9

development

51:22 57:3,10

57:11,12,15

77:18 111:19

112:2,4,6,15,20

113:5,13,19,22

113:24 114:11

114:14,18

115:4,12,22

116:5,6,18

175:21,23

176:9,18,21

177:6,12,17,21

178:4,9,17,20

179:3,7,15

180:2,4,5

developmental

110:20 111:8,9

111:13 112:24

113:8 114:24

diaz 20:13,24

23:22 34:7,13

34:15,25 35:3

36:19 37:13,14

37:18 38:8

40:6 45:13,25

46:3 48:4,21

50:4 52:3,10

52:14 54:2

59:20 62:17

69:16 70:21

71:9 72:4 73:9

73:21,22 84:10

84:16,20 85:5

85:11 89:20

108:6 117:13

123:25 124:14

124:18 125:17

127:6 139:3,17

140:5,12 158:5

158:25 160:20

161:16

dictates 90:18

differ 106:12

109:19

difference

60:10 67:21,24

107:16 128:23

differences

96:22

different 43:6

81:9 98:8,18

106:5 122:15

134:21

[depending - different] Page 14

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 204 of 236
differentiation

99:2

differently

96:18

direct 21:25

disallowed 29:6

29:22,24 30:18

30:19 64:15

165:3,5

disaster 13:14

disclosed

183:17

disclosure

46:19 48:8

50:7 53:11

56:23 74:16,21

74:23 75:5

120:21 126:17

129:2 137:23

138:6 141:16

141:19 147:22

187:16,18

disclosures

148:12 183:15

187:14

discount

157:16 161:2

165:19,25

168:3 170:3

171:14 172:4

172:11,12,16

172:19 173:13

173:23,24

176:7

discounted

154:13 156:12

156:13 167:13

167:15 169:13

169:14 171:4,9

171:15,24

discounts

167:23

discuss 22:4

70:5 137:18

discussed 52:7

72:2 110:18

111:2 163:12

175:20

discussing

174:19 175:3

discussion 7:15

48:9 50:8

154:9

discussions

52:3,14 59:20

63:16 105:7

108:3 110:8

118:10 165:11

183:3

disposition

107:9

dispute 56:2,3

56:4,4 140:20

152:6

disputed

142:23,25

163:16

disputes 72:17

72:18

disputing 141:7

distraction

129:20 131:11

132:8

distribution

38:4 122:22

district 1:2,2

5:19,20 18:3

36:25

divided 139:20

docket 7:15

document 10:2

12:14 21:23

47:5 49:23

75:16 77:25

80:9 183:17

documentation

64:11 117:4,9

117:12,17,19

117:20

documents

10:12 20:2

85:10 112:18

119:17 140:12

147:5,8 168:20

doing 13:7,8

19:6 70:15

81:22 97:9

113:12 122:17

123:14 165:18

165:24 185:5

dollar 30:5

42:5,14,14

68:22 86:23

87:18 88:18

89:4,12 124:5

dollars 91:10

128:17 155:13

domain 137:19

138:12 184:12

draft 147:20

draw 11:9

14:24

drill 107:14

due 136:4

duly 6:17 188:8

duplicate 27:3

duplicates

26:25 27:6

duplicative

110:6 135:6,9

135:10

e

e 2:2,2 3:2,2 4:2

4:2 6:16,16

22:2 69:18,23

70:2,3,9,10,12

70:16,21 71:9

71:21 74:4

187:2,4,9,20,20

188:2

earlier 78:7

81:25 99:15

103:20 117:16

124:13 153:7

154:3 160:19

170:23 174:19

175:4 176:6,13

181:16 183:13

185:13,16

[differentiation - earlier] Page 15

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 205 of 236
early 18:11

85:6 180:23

earn 112:8

178:19

earning 178:21

easier 61:8

easy 38:11

economic 15:16

edit 14:15

eduardo 71:22

education

15:19

effect 31:8

104:10

effectively

156:11

effort 177:23

efih 96:11

either 50:23

51:24 102:10

108:3 110:6

126:13 144:15

158:6 162:4

175:12 182:11

electric 1:14

electricity

152:19

emanuel 2:14

95:2

emergency

121:13

eminent 137:19

138:12 184:12

employed

169:5 188:13

employee 64:8

118:21 120:3

133:25 134:13

135:16,21

136:18,23

employees

24:17 38:7,10

62:23,25 63:20

111:22 119:6

121:20 122:17

123:13 124:3

124:18 129:4

133:3,6,17

179:5,25

energy 96:11

enjoyed 62:11

132:3

ensure 42:11

59:13 63:22

65:24 66:4

79:20 98:12,14

108:24 159:5

163:15

entire 9:9

entities 143:3

150:2,5 151:25

152:2 183:4

entitled 142:15

142:19

entity 28:13,18

equal 53:18

equals 125:25

errata 189:2

esq 2:6,12,17

2:22 3:6,7,8,13

3:19,24 4:7,12

essentially 38:5

56:25 57:20

58:2,16 114:4

115:11 118:16

125:20 131:9

131:10 132:2

152:15

establish 9:13

20:4,6 85:12

173:19

estate 98:3

estimate 17:3

17:23 18:22

22:19 23:7

30:8 32:24

33:17 37:6,8

38:19 41:11,17

42:8,25 44:10

44:17 45:6,22

64:3 66:2

76:13,16 77:19

79:15,15 82:4

82:10 83:12

106:22,24

107:16,22

108:2,10,23

109:4 122:6

125:4 130:22

154:14 155:12

155:25 156:2

159:7 161:2

162:25 163:21

177:12

estimated

11:12 15:6

19:4 22:6

47:19,20,22

48:2,3 51:2,11

56:15,19 58:7

59:3,4,23 64:9

71:11,11,12

75:24 76:23

79:19 80:3,22

86:24 102:20

103:22 104:2

104:16,18

106:7,8,12,12

106:15 107:17

108:21 109:17

109:20,21

110:11 113:15

114:3 122:12

125:5 129:16

129:23 132:16

135:20 136:14

137:24 139:14

139:14 141:21

143:5 155:8,22

155:23 156:20

160:14 164:2

184:10,14

estimates 35:4

35:23 76:18,20

82:14 97:14

108:2 134:9

136:8 158:24

159:25 182:24

[early - estimates] Page 16

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 206 of 236
estimating

16:19 32:23

83:14 108:25

123:9 126:24

136:2 140:25

estimation

16:18 17:2

18:14,20 23:2

45:19 46:5

48:12 49:5

56:24 58:4

70:24 75:6

79:11 113:9,10

114:23 129:19

129:22,22

132:20 137:21

138:5,9 145:5

145:10 147:10

158:7 165:18

165:24 169:11

170:22 171:5

172:9,14 174:2

174:23 181:8

181:23,24

185:22

et 1:7 5:18

98:24 177:14

189:7

evaluate 18:22

19:8,13,24

20:19 34:17

39:3,10 82:5

98:2,20 124:19

130:6 133:8

158:9

evaluated

37:11 39:7

40:5 42:6 62:6

99:18 158:6

evaluating

29:14 36:12

45:14 63:19

70:14 72:9

85:7 125:18

140:10 141:4

evaluation 98:4

event 137:15

163:17 185:23

eventually

117:18

everyone's

117:10

evident 21:5

168:5

exact 95:18

171:20

examination

6:20 94:22

153:2 185:11

187:5

examined 6:19

example 8:22

26:6 28:9,11

30:22,24 31:4

33:22 40:7,9

41:21 42:3

60:4 96:10,25

97:2,4 105:18

106:16 119:22

120:18 122:7

127:4,12

139:19 166:3

175:10

examples 27:23

121:6

exchanged

69:23

exchanging

179:18

exhibit 9:23

10:2,5,6,7,11

10:11,16,17,18

11:4,9 12:12

12:14,18,18,23

12:23 13:2,13

13:20,22,23

14:6,7,11,12,18

14:19,23,24

21:23 46:19,20

47:5,7,8 56:14

64:19 65:7

74:14,15 75:10

75:12,14,16,19

77:23,25 78:4

78:7,21,22

79:4 80:10,24

81:12 82:9,25

86:7,8,8,9,24

87:16,17

101:11,14,16

101:19 103:23

115:18 125:4

129:15,23

134:15 147:21

147:21 154:22

157:11 183:13

183:22 184:5

184:25 187:11

187:12,13,14

187:15,15,16

187:18

exhibits 7:9

13:16 81:11

148:13

existed 50:18

existing 153:21

exists 59:23

expect 115:8

expectation

23:24

expectations

76:22

expected

109:14 184:6

expecting

168:15

expense 90:14

91:3,6,7

145:17,22

148:3,9,16,20

148:25 149:20

expenses 90:6

90:18 91:4

experience 34:7

123:15

expert 16:11

183:14

expertise 18:6

18:21 34:21,21

45:5 49:14,22

[estimating - expertise] Page 17

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 207 of 236
experts 45:13

expires 189:25

explain 56:20

explained

149:8 176:12

178:23

explicitly 50:13

exposure 82:21

174:7

expropriation

70:14 138:16

139:2,9 140:3

extent 27:11,17

36:6,13,17

39:9 41:3,17

43:9 51:23

55:11 63:23

65:18,21,23

68:10 79:16

89:25 91:23

99:24 105:21

108:15 109:23

119:21 120:9

158:2 159:7

160:4 173:6

extrajudicial

139:25

extrapolated

88:15

extrapolating

89:3

f

f 188:2

fact 42:18

50:11 53:10

64:12 66:18

81:25 128:20

factor 161:25

173:13

fair 39:14 56:6

97:12 99:3

104:3,4 105:24

106:3 109:3

110:21 120:24

120:25 142:21

181:19

fall 110:18

familiar 90:5

129:5 137:21

family 20:18

far 28:25

102:14 106:21

116:17

fault 128:14

170:24

february 74:19

80:16 81:14,17

federal 140:22

140:25 141:10

141:24 142:23

143:8,13

184:14

fee 116:6

feel 8:25 49:21

121:18

felt 41:4,18

59:7 65:19

110:4,5 134:2

161:20,24

165:12,14

173:12

figure 33:9

figuring 107:21

file 66:18

182:21

filed 5:18 25:7

28:21 29:8

31:15 36:7

39:3 41:12,16

44:6,14 49:10

65:11 66:17

74:21,23 76:6

82:9 88:6

92:17 93:12

98:25 105:14

118:9,13,13

138:15 140:2

142:2,3 143:3

148:11,13

150:22 151:2,7

151:8 165:9

167:4 179:24

181:18 182:7

files 34:12,12

34:16,17 140:6

158:8

filing 92:22,24

final 102:2

finally 183:12

finance 4:4

122:23

financed

178:25

financial 1:5,11

3:16 5:17

125:22 126:17

126:19,24

189:6

financially 6:7

find 33:14

35:23,25 65:10

86:9 163:17

164:8

fine 79:10 96:8

100:13 150:20

finish 157:5

firm 6:4 64:20

64:23,23 65:8

65:11 66:12

67:13 69:15

71:24 72:4

77:17 143:20

firms 21:15

first 6:17 8:8

12:4 14:19

15:15 19:7

34:11 36:8

37:2 47:24

111:15,17

117:2 154:4

fits 64:24 65:11

five 93:15

fix 11:6 13:3,6

13:14 14:22

121:14

floor 2:5

flows 171:24

focus 29:21

40:10

[experts - focus] Page 18

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 208 of 236
focusing 63:18

folder 10:7,14

13:23

folks 49:2

111:21

follow 81:15

153:6 176:15

followed 23:6

follows 6:19

fomb 92:19

foot 128:14

foregoing

188:7,9

form 30:4 34:4

36:5 37:10

38:21 39:25

43:9 44:23

45:21 46:8

49:18 51:16

53:24 54:12,19

55:2,20 60:8

65:3,14 66:22

68:21 90:12

97:21 103:13

104:14 107:24

109:10 129:11

136:12 153:15

157:22 161:14

162:22 166:19

166:25 168:22

169:17 170:7

171:7,17 172:7

172:23 174:4

175:2 176:2,23

177:9 181:11

182:4 183:8,21

formal 95:16

formula 122:10

found 128:8

foundation

78:24 80:19

86:13 87:4,10

88:23

four 93:22

frame 133:4

framework

15:11

frankel 2:3

free 8:25

freeze 32:20

frequent 38:11

front 74:15

fuel 4:10 144:2

144:7 145:5,7

145:15 146:11

146:16,22

147:9,19,25

148:17

full 57:17 61:17

130:16 142:15

142:20

further 52:9

94:5 137:9

188:12

future 149:2

166:16,22

168:14 171:24

174:20,24

175:5,12

futures 96:11

g

gather 123:5

gears 90:4

154:2 175:18

general 11:14

11:18,24 22:7

22:19 24:20

28:24 32:16,20

46:17 75:21

76:24 99:11,12

104:23 108:25

137:12 139:12

141:15 144:11

144:16,18

147:11,14

157:12 178:24

184:11

generally 55:18

55:21 57:11,16

71:3 76:21

90:23 144:3

georgia 2:21

getting 10:10

29:4 68:3

90:19 122:18

178:2

giarro 1:22 6:3

188:5,18

give 13:15 28:7

30:22 76:9

89:12 116:8

127:12 143:23

166:2

given 54:23

64:10 109:8

161:8 162:20

186:6

gives 18:21

giving 17:22

go 5:11 8:18

14:16 15:14

18:24 19:2,6

35:20 55:20

56:22 61:6,8

64:18 92:3

94:8 101:13

106:17 116:2

118:5 119:24

120:4,12,13

121:25 123:4

124:18 129:14

131:25 141:16

145:24 154:24

164:9 167:7

173:9,11

177:16

god 32:18

goes 105:2

going 5:3 8:22

10:25 12:24

19:24 30:7

38:14 39:20

43:17 44:12

46:15 75:9

76:9 80:24,25

86:16 89:11

93:21 115:17

119:8 125:3

[focusing - going] Page 19

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 209 of 236
137:11 159:6

166:9 171:20

176:14 179:17

179:18 180:22

183:8

good 5:2 6:22

6:24 33:7

57:13 94:24

153:4

gotshal 4:4

gotten 43:6

99:16 158:8

178:12

governed 83:24

government

150:5,24

151:20

governmental

150:2,14 151:7

great 93:18

grievance

70:12 81:23

83:6 84:17

85:15 86:15,18

102:12 103:9

118:9,13,20,25

120:15,15

121:3 123:7,10

123:17 125:10

125:12,14

grievances 81:4

81:16 83:24

84:25 85:2

ground 31:15

124:6 174:14

178:12

group 2:4

110:3 125:17

125:19,20,22

144:5 163:9,9

guarantee 2:15

4:5 95:3

guaranty 2:9

2:10

guess 76:5,8

78:7 122:12

125:16 161:8

guidance

161:16

guys 84:12

h

h 6:16 187:9

half 29:10

halfway 30:10

handle 32:6

33:17,21

handled 72:22

handling 72:13

hanging 13:25

happen 164:15

happened

81:20

happening

10:21 182:19

happens 36:10

hard 30:8

hastings 2:19

3:3

hats 9:8

head 8:22

health 62:12,21

63:8 128:11

130:8 133:13

hear 20:20

63:14 77:22

hearing 183:19

183:24 184:4

184:19,23

held 1:19

help 23:23

43:18 124:15

154:22

herring 4:12

hey 70:15

130:4

hi 153:5

hiato 126:11

high 47:20 48:3

52:23 56:18

58:20 59:3,6

61:16,24 62:3

71:12 79:15

80:3,11 81:7

81:16,18 82:4

82:21 83:7,15

83:22 89:16

106:22 109:17

109:21 110:11

125:5,10,25

130:15,20,22

136:7 139:14

155:18,22,25

156:2 165:13

173:7

higher 14:12

33:5 41:19

52:23 55:13

88:14 91:18

100:11,23

108:15 155:18

highest 25:20

156:15,17

highly 131:21

history 24:15

hoc 2:4

hold 46:15

89:11 148:8

151:21

hopefully

143:24

hoping 14:21

hours 115:10

119:25

houston 2:16

hr 63:18 120:4

137:9

i

identification

10:3 12:15

21:24 47:6

75:17 78:2

identified

27:13 36:18

40:13 41:24,25

42:4 62:24

111:18 115:3

135:12 136:22

identify 25:8

27:9 28:10

[going - identify] Page 20

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 210 of 236
34:11 51:23

135:10 148:15

159:21

identifying

140:6

ignore 35:24

iii 143:3

illinois 3:18

imagine 17:13

30:9 84:7

103:19

immaterial

68:8,18

immediately

96:25

impact 137:13

impacted 62:25

63:20

include 62:21

70:4 105:6

110:10,23

114:7 118:21

126:7,8,9

133:19 134:25

135:2,3 155:13

184:7

included 19:14

23:9 24:20

38:18,24 40:4

41:15 42:7

82:3 88:2

90:16,17 93:7

110:6 130:21

133:23 134:22

135:5 136:15

138:4 147:4,10

147:14,20

155:25 156:9

162:15 167:6

169:21 170:17

177:11 178:2

179:7 180:2

includes 41:15

45:23 126:2

including 20:12

137:8 162:14

162:15

incorporate

35:3

incorporated

24:20 86:21

95:3

increase 66:3

90:3

incremental

63:7

incurred 63:9

177:22 178:14

179:16 180:6

indenture

90:17

independent

123:20,24

indicated 42:19

188:9

individual

86:17 89:22

104:25 108:4

individually

68:9

industry 95:14

information

7:11,16 24:15

62:18 79:7

93:5 110:2

114:5,23 115:2

117:21 119:12

123:5 133:7

161:23 162:19

183:10

informed 59:19

105:7,8 164:25

initial 25:9

100:20 167:8

initially 23:10

41:23 42:13

113:14 171:21

input 34:24

45:25 69:15

71:13 84:17,18

inputs 48:23

58:8

inputted

169:10

insights 71:14

73:20 139:4

instance 37:2

83:4 107:11

120:20 121:22

136:3 168:12

instances

179:10,11

instructed

128:9

insufficient

117:4,9,11

insurer 95:7

interaction

21:14

interest 74:8,9

142:7 147:3

interested 6:8

26:22

interesting

80:14

internal 82:21

internally

122:20

international

3:22

interpose 9:5

interposes 9:3

interrupt 32:21

interrupting

8:13

intricately

124:2

introduce

10:22 12:24

introduces

14:14

introducing

10:23 14:2

invalid 24:2

invalidity

109:6

invasion

121:10

[identify - invasion] Page 21

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 211 of 236
inverse 137:19

138:12,16

184:13

investigation

176:20 177:2

invoiced

112:19 113:7

invoices 31:3

93:4,7 115:9

involve 7:10

involved 18:14

18:18 34:9

91:14 95:17

111:23 119:6

122:4,4 123:14

124:2 125:18

126:23 127:3

138:8 140:24

141:3,5

irs 142:2,3,11

142:14 143:21

isolated 140:11

issue 44:12

64:19 87:10

178:14

issues 14:2 16:5

88:9,12 135:4

item 43:19,22

44:2 81:3,8

items 82:15

j

jane 2:6 94:13

153:4

job 96:17

122:18

jtomic 2:7

juan 71:2 124:7

judgment

59:11,15,17

83:13,19 128:3

162:9

judgmental

161:22

june 32:8

justify 83:14

98:10

k

k 2:5 6:16,16

katz 4:10

kdc 164:22,23

165:7

kelly 2:17

94:12,23,25

101:13 145:24

152:22 153:7

187:6

kind 9:13 19:25

73:19 103:3

110:18 134:19

know 11:3 13:3

14:8 17:21

22:18 26:12

27:7 29:8,9,11

29:17 30:10

31:10,11 33:3

33:13 36:10

37:15 38:2

45:2 46:18

49:24 50:25

52:25 55:21

59:7,18 63:4

66:2 76:6,18

78:15,19 79:13

79:14,22 82:12

84:4,5,6 85:21

86:4,4 90:16

90:21 91:13

95:4,9,18

96:14 97:5

99:24 102:8

103:18 104:10

104:21 106:22

108:13 116:8

117:25 118:22

120:10 124:17

128:5 129:12

130:4 134:2

141:8 142:18

142:22 143:10

143:16,18

144:8,11,15,17

144:21,23,25

145:7 146:23

147:16 150:11

150:21 151:24

152:5,21

162:13,24

164:8,11

171:21 172:2

172:10,18

173:3,5 174:15

175:22 179:21

182:13

knowledge

9:12,15,18

20:16 148:19

148:22 151:14

151:17,20

181:2

knows 91:25

kramer 2:3

94:14 153:5

185:7

kramerlevin....

2:7

kroll 25:7,16

42:5,18

kwhitner 2:23

l

l 6:16

label 12:22

labeled 10:16

14:20

labor 118:11

119:15 122:14

lack 64:10

language 51:8

large 24:19

29:12 30:11

124:5

larger 40:7

102:3,15

largest 39:19

39:19 40:10

late 85:6

laura 3:24

law 21:15

52:11 54:7

57:6 73:13

83:25 139:8

[inverse - law] Page 22

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 212 of 236
143:20 160:22

laws 136:25

lawyers 21:16

21:17

learned 139:25

legal 6:4 16:7

17:11 21:20

34:18,21 49:23

55:25 71:16

84:3 90:12,15

90:22 108:6

113:2 122:22

131:22 142:17

144:20 145:19

149:4 186:10

legally 128:5

lenders 4:10

96:13 144:2

145:5,8,16

146:12,16,22

147:9,19 148:2

148:17

letting 13:7

level 25:20,23

39:12 52:25

97:19 98:4

120:2 152:7

161:22 165:13

levin 2:3 94:14

185:7

liability 27:22

28:6,14,18

liable 28:19

63:7

liberty 2:10

license 126:8

126:14 127:4

127:16 135:3

licenses 137:3

180:7

licensing

179:19

lieu 152:18

likelihood

130:25 131:15

154:14 161:3

163:12 183:4

likely 178:10

line 4:10 43:19

43:22 44:2

61:6,9 81:5,16

82:25 88:3,18

115:16,17

129:16,23

130:16 134:15

144:2 145:5,8

145:16 146:11

146:16,22

147:9,19,25

148:17 155:8

157:23 187:22

189:9

lines 60:17

lipton 4:10

liquidated

36:15

list 12:8 159:19

187:13

listen 130:4

lists 115:4

137:24

litigating 141:6

litigation 21:20

26:5 33:22

34:6,8,19

35:11,14,17

36:14 40:8,10

45:8,11,14,16

45:24 52:22

53:2 54:16,21

54:24 55:7,11

55:16 56:5

60:13 61:9

69:25 70:5,18

72:10,13,14,19

102:13,14

103:9 105:19

108:19 127:22

129:15 154:15

157:24,25

158:12,18,22

159:13,20

160:15 161:4

164:10 173:17

little 40:19

91:18 95:10,12

98:7,17 99:5

100:10 103:21

104:9 107:15

110:15 116:25

117:15 135:22

137:17 146:11

154:2,22

164:17 166:9

175:18 176:12

llc 189:2

llp 1:20 2:3,9

2:14,19 3:3,11

3:15,21 4:4

5:23

loans 144:6

located 1:20

location 5:21

long 171:9

look 9:15,16

40:21 41:6

47:10 65:8

68:13 71:6

78:5 86:7

97:13 106:17

108:9 120:13

121:25 133:12

141:14 150:17

157:23 168:10

174:17

looked 23:14

23:18 24:12

27:7 39:12

40:12,12,15,17

40:22 41:2

44:25 47:3

51:20 57:22,23

68:11 83:14

100:16 111:10

133:22 137:5

140:12 145:7,8

145:11 146:19

146:21 147:2,4

[law - looked] Page 23

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 213 of 236
153:12 158:22

158:23 161:20

168:24 169:19

169:20,20

171:21 175:13

looking 63:18

73:20 76:23

78:10,21 86:16

87:16 96:6

106:2 118:21

118:23 133:10

140:5 170:20

looks 10:13

13:25 76:6

136:3,6

loss 129:4

lost 50:14

51:22 52:2,6,8

52:12,18 53:6

53:9,20 54:5,9

55:9 57:3,19

58:15 110:19

111:3 119:23

130:6 154:6,15

155:6,9,14

156:6,12,20

157:19 160:18

160:23,25

161:4 163:13

163:19 164:22

165:6 166:13

166:13 167:4

168:11,18

169:2,11,22

170:3,14,20

172:4,21 173:4

173:11 174:12

175:10

lot 24:22 42:16

97:9 105:11

louisiana 2:16

low 47:19 48:2

52:20 54:13,14

55:14 56:17

58:19 59:2,6

61:12,24 71:11

78:10 79:14,24

80:3,11 83:7

83:11,14,21

89:16 106:13

106:18,23

107:16,22

108:2,10,23

109:4,14

129:16,23

130:14 136:7

136:13,14,15

137:6 139:14

140:3 155:5,8

155:12 165:14

lower 79:23

81:9

lstafford 3:24

lts 1:3,9 5:21

luc 3:6 7:2

lucdespins 3:7

luma 24:16

37:17,21 38:4

38:9,10 111:22

luma's 115:14

lunch 146:5,10

m

m 6:16 187:4

made 15:5 22:6

22:13 51:3,10

53:22 92:9

93:2 108:20

117:8 142:4,10

162:9 173:25

179:8

madison 3:17

magnitude

89:13 133:9

mails 69:18,23

70:2,3,9,10,12

70:16,21 71:9

71:21 74:4

majority 39:8

39:11 50:12

51:5,6 53:12

118:2

make 9:13

12:25 17:7,12

35:12 36:19

41:8,8 42:21

47:25 53:2,4

65:6 75:11,14

98:10 107:11

115:15 124:20

134:10 155:2

169:24 175:6

182:22 185:14

making 17:17

management

1:5,11 3:16

5:17 49:2

111:21 179:5

179:12 189:6

managerial

134:24

manges 4:4

manner 128:25

march 12:8

80:17 81:13

82:9

mark 1:18 5:13

6:1 7:1 8:1 9:1

10:1 11:1,19

12:1,17 13:1

14:1 15:1 16:1

17:1 18:1 19:1

20:1 21:1 22:1

23:1 24:1 25:1

26:1 27:1 28:1

29:1 30:1 31:1

32:1 33:1 34:1

35:1 36:1 37:1

38:1 39:1 40:1

41:1 42:1 43:1

44:1 45:1 46:1

47:1 48:1 49:1

50:1 51:1 52:1

53:1 54:1 55:1

56:1 57:1 58:1

59:1 60:1 61:1

62:1 63:1 64:1

65:1 66:1 67:1

68:1 69:1 70:1

[looked - mark] Page 24

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 214 of 236
71:1 72:1 73:1

74:1 75:1 76:1

77:1 78:1 79:1

80:1 81:1 82:1

83:1 84:1 85:1

86:1 87:1 88:1

89:1 90:1 91:1

92:1 93:1 94:1

95:1 96:1 97:1

98:1 99:1

100:1 101:1

102:1 103:1

104:1 105:1

106:1 107:1

108:1 109:1

110:1 111:1

112:1 113:1

114:1 115:1

116:1 117:1

118:1 119:1

120:1 121:1

122:1 123:1

124:1 125:1

126:1 127:1

128:1 129:1

130:1 131:1

132:1 133:1

134:1 135:1

136:1 137:1

138:1 139:1

140:1 141:1

142:1 143:1

144:1 145:1

146:1 147:1

148:1 149:1

150:1 151:1

152:1 153:1

154:1 155:1

156:1 157:1

158:1 159:1

160:1 161:1

162:1 163:1

164:1 165:1

166:1 167:1

168:1 169:1

170:1 171:1

172:1 173:1

174:1 175:1

176:1 177:1

178:1 179:1

180:1 181:1

182:1 183:1

184:1 185:1

186:7,15 188:7

189:8,22

marked 10:2

12:14 21:23

47:5 75:16

77:25

marking 69:4

marks 69:8

146:3

martinez 4:20

massachusetts

3:23

master 81:4

164:24

matter 5:16

63:13

maximum

82:17

maza 3:8

mean 16:24

23:9 25:5

36:23 37:13

45:12 54:20

59:15,18 76:5

78:11 96:22

102:22 103:7

112:10,22

113:3,6,8

146:21 155:7

163:9 166:3,17

171:18 174:5

176:9

meaning 39:18

51:5 53:14

means 16:21

90:9,21,23

113:11,11

140:2

meant 17:16

38:12 150:7

154:25 167:17

measurement

29:18

meat 24:22

mechanical

120:24 121:4

122:7 125:23

125:24

media 5:12

69:5,9 146:4,8

186:8

member 63:9

121:11 128:23

133:25 134:4

members

130:11

memory 46:23

memos 70:4

71:17 74:5

160:12

mention 20:23

21:2 120:21

mentioned 20:8

24:25 26:17

28:16 54:15

64:12 69:14

99:15 100:14

107:21 124:13

163:23

mentioning

21:16

merit 183:6

merits 26:24

28:21 70:6

71:15,20 72:2

72:12 73:4,8

73:23 84:18,19

met 6:25

microphone

8:11

microphones

5:5

middle 47:21

56:14 58:22,24

78:14,15,17

79:3 80:21

[mark - middle] Page 25

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 215 of 236
103:23

midpoint 57:25

58:12,14 79:25

80:5,7,11 83:6

83:8,17 104:3

104:5 107:3

136:7 156:23

midpoints

58:13 80:2

million 22:9,14

22:20 23:7

30:25 32:23

33:6,16 35:2,7

35:16 37:8

38:19 41:11,14

42:2,8,25

44:10,17 45:19

45:23 46:5

61:19 62:4

63:12 75:7,25

76:13 78:11

91:17,17

115:25 116:5,9

116:9,12 125:6

126:20 127:25

128:16,17

130:17 131:3,7

131:17 132:10

132:17,20

133:23 134:8

134:17 135:22

135:23 136:2

136:19 137:7

137:25 138:22

138:24 140:9

140:16 141:13

141:18,21

143:4 146:25

151:5,17

155:11

millions 91:9

mind 12:16

96:24 97:17

mineola 189:4

minus 125:24

minute 93:15

minutes 93:22

mischaracteri...

72:15

mischaracteri...

43:10 71:19

73:6 99:20

102:7

mischaracteri...

43:14

missing 80:9

mistake 150:9

misunderstood

55:3

model 34:25

35:5

modifications

108:20

modified 42:6

molner 3:13

moment 143:23

money 131:5

moneys 145:13

monoline 95:7

morning 5:3

6:22,24 94:24

154:3

move 8:10

108:18

moving 42:16

74:13 85:17

102:18,21

103:11

muhlenberg

15:21

multiple 68:5

municipal 2:10

municipalities

150:23

municipality

150:25 152:17

music 15:19

mute 5:8 26:11

muted 26:4

myers 3:11

n

n 2:2 3:2 4:2

6:16 187:2,4,4

188:2

n.e. 2:21

naftalis 2:3

name 5:25 6:25

94:25 142:9

189:6,8

national 4:4

nature 34:11

41:7 62:6,19

108:7 111:25

137:12 159:4

171:14

ne 2:21

necessarily

27:21 70:23

83:20 110:5,9

112:4 114:8

121:16 124:4

140:19

necessary

80:15,16

126:16

need 9:12 10:5

37:24 79:3

90:2

needed 114:22

121:16

needle 102:19

102:22 103:11

needs 113:25

negotiating

143:21 177:13

negotiation

144:22

neither 73:4

never 118:14

174:13 177:5,6

178:11

new 1:21,21,24

2:11,11 3:5,5

3:12,12 4:6,6

4:11,11 5:23

5:23 6:18

128:25 189:2,4

189:4,4

[middle - new] Page 26

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 216 of 236
nicely 26:16

nicole 3:13

night 66:8

nmolner 3:14

nodding 8:22

non 28:12

126:22

normal 21:20

normally 13:18

notary 1:24

6:17 186:22

188:6 189:25

note 5:5 11:23

149:12

noted 6:12 12:2

157:8 186:13

noteholders

96:13,15

notes 174:18

188:11

notice 9:24

149:14 187:12

number 11:4

14:12,14,15

18:17 20:5,11

22:23,24 29:12

29:18 30:11

52:22 60:20

62:24 63:19

68:7 72:7 81:3

86:19,22 88:5

100:23 105:4

134:23 138:24

154:20,21

155:11 156:19

156:19 158:20

158:21 164:13

164:19 168:25

168:25 169:10

171:25 179:17

186:8

numbered

157:13

numbers 13:13

14:6 61:7,8

78:11 81:2

133:10,11

151:22 154:11

154:13,19

155:2

numerous 36:8

122:4

nw 2:5

o

o 46:20 47:8

56:14 64:19

65:7 74:15

78:7,21 79:4

80:10 86:7,8

86:24 87:16

147:21 187:4

187:15 188:2

o'melveny 3:11

o'neill 21:11,14

object 27:10,15

64:14 91:23

112:23 113:4

objected 23:25

26:19,23 27:5

27:8,22,24

28:2,5,25

29:10 30:13,20

31:5,24 56:9

135:13 136:24

objecting 29:15

objection 9:4,5

17:10 30:3

31:11,15 34:3

36:4 37:9

38:20 39:24

43:8 44:22

45:20 46:7

49:17 51:15

53:23 54:11,18

54:25 55:19

60:7 65:2,13

66:21 67:3,9

67:14,25 68:20

71:18 73:5

78:23 80:18

84:2 86:12

87:3,24 88:22

89:14 90:11

92:12 97:20

99:19 100:8

102:6,10

103:12 104:13

107:23 109:9

112:25 129:10

135:13 136:11

136:23 142:16

144:19 145:18

149:3 153:14

157:21 161:13

162:21 166:18

166:24 168:21

169:16 170:6

171:6,16 172:6

172:22 174:3

174:25 175:25

176:22 177:8

181:10 182:3,7

182:21 183:5,7

183:20

objections 6:9

11:18,25 12:2

28:20 29:9

93:12 105:13

180:24 181:2,9

181:18 182:2

182:23

obligation

174:8

obligations

152:16 153:20

153:22

obtain 62:18

64:19

obtained 23:11

31:7 34:16

93:4

obvious 133:2

obviously 17:2

27:6 47:18

92:2 97:8

occasions 69:14

offered 12:7

office 49:3

111:21 115:15

118:12,16

[nicely - office] Page 27

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 217 of 236
119:7,11,15

122:14 179:5

179:13

offices 1:19

71:3 88:6

112:14 124:7

official 2:20 3:4

3:21 5:15

offset 152:15

152:20 153:25

offsets 152:8,11

153:8,13

oftentimes

23:22 27:5

36:10 51:21

55:22 70:25

108:14 112:7

112:12 121:8

122:21 167:5

167:10 171:23

177:24,25

oh 21:4 141:14

okay 12:3

13:21 32:18

56:6 74:11

85:20 87:7

99:3 107:13

110:24 138:2

old 128:24

189:4

omm.com 3:14

once 38:8 112:8

178:20 182:7

ones 124:6

126:7 127:15

172:2

ongoing 77:16

102:17 114:15

114:19,21

143:19

operating

31:22,23

operation

178:5

opinion 34:19

132:6 164:25

opposed 21:17

61:15 96:19

opposes 9:3

order 7:13,15

7:18,22,23,25

8:3 18:14

20:19 23:22

24:9 25:13

31:10 34:21

59:12 63:22

79:20 89:13

98:20 120:5

122:24 177:23

179:20

ordered 128:18

organization

42:20

os 81:12

outcome 6:8

108:17 173:16

182:15

outs 110:12

outside 20:12

20:21,22 72:7

72:19 91:24

121:17

outsourced

122:18

outsourcing

121:9

outstanding

31:2 101:2,6

103:4,6

overall 119:18

137:14 177:13

oversight 1:5

1:11 3:16 5:17

11:18 124:12

183:14 189:6

overstate 29:25

overstated 29:5

29:22 30:6,14

31:5

overtime

120:10,20

owe 152:16

owed 19:22

35:16 151:13

own 56:20

82:20

p

p 2:2,2 3:2,2

4:2,2

p.m. 186:13

page 11:9

14:25 22:2

33:3 48:12

75:18,19 78:6

87:17 101:20

154:22 184:8

184:24 187:11

187:22 189:9

pager 43:24

pages 85:9

paid 27:14,16

27:19 90:18

91:9 93:8

122:3,8,9,17

128:24 130:7

142:15,20

153:13,25

166:16 175:11

pandemic 38:5

panel 113:21

128:8

paragraph

7:13,19 22:2

pardon 8:13

park 3:5

part 35:2,24

56:13 72:8

88:10 112:21

124:14,15

126:19 173:25

176:25 177:12

178:17

partially 27:16

participating

7:20

particular

10:12 19:3

22:2 28:2

34:23 37:7

51:3,12 62:9

[office - particular] Page 28

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 218 of 236
73:14 81:23

106:24 107:2,9

107:10 110:3

118:20 120:7

121:21 122:10

123:2,7,16

136:16 156:23

particulars

59:8

parties 5:11

7:19 125:21

126:23 127:3

148:2 149:14

186:8

party 6:6 8:12

121:18 122:3

126:5,13 127:9

127:11,13

182:21 188:13

pass 152:24

passing 66:7

past 119:8

123:14

paul 2:19 3:3

paulhastings....

2:23 3:7,8,9

pay 93:10

128:18,25

paying 128:22

142:6

payment 24:15

137:2 140:22

166:16,22

payments

90:19 91:21

92:7,8,9 93:2

142:4,10

peachtree 2:21

pending 31:12

36:23 37:4

72:13

pennsylvania

15:20,22

pennzoli 2:15

people 13:18

59:18 93:20

percent 30:10

52:24 57:21

58:17,23 64:2

64:3 89:17

99:16,18 100:6

100:23 116:11

118:2 135:19

154:20 155:17

155:19,21

156:2,6,13

157:2,3,16

158:16,16,20

159:11,12

160:14 161:21

161:24,25

163:11 164:5

169:22 173:8

173:23

percentage

116:16 135:15

161:9 162:17

162:20

percentages

161:7,8,11,12

164:2

perform 121:20

123:20,23

145:4

performed 91:2

121:17,24

126:21 160:2

period 62:13

permissible

48:16,17

permit 52:8

permitted 52:5

permitting

160:24

person 22:12

26:13

personal 9:11

9:15,17 132:6

personally

18:25 26:18

28:4 45:6,9,10

49:19,21 50:22

92:2

perspective

30:6 90:22

petition 91:10

93:3,4 153:20

153:22

phase 177:17

178:8

phone 26:12

94:10

phones 5:8

pick 5:6

pieces 42:16

pivoted 35:10

place 2:15 3:22

5:10 182:11

plan 7:12,17,22

17:5,14 62:13

128:11,25

132:4,5 133:8

133:19 137:20

140:21 144:9

plans 62:22

63:19 177:14

179:18 180:7

plants 177:3

played 182:24

please 5:5,7

6:10,15 7:25

8:25 39:15

55:4 69:10

94:3,21 146:8

165:22

plenty 59:18

plus 41:16

151:18

point 50:11

68:4 69:2

71:16 115:9

160:8

pointing 87:10

points 67:24

103:25

pool 104:23

population

160:15

[particular - population] Page 29

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 219 of 236
portion 27:18

31:6 57:14,22

112:16 126:22

140:14 142:6

156:23 165:6

167:5 173:12

175:21,24

portions 49:12

position 97:9

129:7

possible 180:9

post 9:22 91:9

92:9 153:20

postgraduate

15:21,24

potential 11:13

53:2 64:4

65:21 85:14

86:11 87:21

122:25 123:2

132:25 133:9

133:20 152:8

165:15 167:7

173:17 174:7,7

174:8,8 185:18

potentially

41:19 88:11

133:16 141:6

153:12 156:3

163:18 164:15

184:17

power 1:14

31:22 177:3

ppoa 31:17

35:15 46:10

47:14,16 48:10

48:13,20,24

49:6,12 51:3

51:20 52:7,18

56:9,24 57:8

58:5,9 59:25

70:17,20,22

71:23 72:3,21

72:25 73:15,23

102:11 103:8

106:17,19

110:15 112:9

113:18 115:18

154:5 157:19

160:18,24

164:21,24

166:14 167:4

170:4 172:21

175:20 176:8

177:4,5,11,17

177:23 178:2

178:10,18,22

179:13 181:3,9

181:18,25

183:5

ppoas 50:12

52:17 55:6

71:9 111:4

practice 18:11

prasa 151:8,18

152:2,4,9

pre 38:5,6

91:10 92:10

93:3,4 153:22

precise 35:13

42:17 43:4

precisely 104:9

predict 17:25

preliminary

12:7

prepa 2:4 3:17

20:11 21:18,21

21:21 22:8

24:16 27:22

28:12,19 29:24

30:19 31:2

32:6,10 34:8

34:10 37:16,21

38:3 42:20

44:6 49:3

62:12,18,23

63:7,25 71:25

72:6,6 74:9

85:6 89:20

91:8,11 92:9

93:5 95:7 96:6

99:8,17 108:4

110:2 111:22

112:5,10,17,19

113:6 114:9

115:14 116:21

117:14 119:13

121:12,20

122:5,12,15

123:13,19

124:3,9,13

125:18 126:6

126:15,22

127:17,20

128:4,9,18,22

129:13 130:5

132:3,15,22

134:13 141:2

141:10 144:6

146:14 147:12

148:7,21

149:21,25

151:8,13,24

152:16 165:7

165:10,12

177:15,18

178:15 179:6

184:12

prepa's 20:16

21:8,16 24:7

24:17 38:7

63:17,17 71:3

88:6 109:7

118:11,16

119:6,10,15

124:7 125:21

129:7 179:25

prepared 78:20

97:6 160:12

presence 51:4

51:13

present 4:18

165:20 166:2,7

166:7 167:13

167:15,23

168:3,14 169:8

169:13,15

170:4,15,18

171:4,15 172:5

[portion - present] Page 30

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 220 of 236
172:20 173:24

174:11

presume 77:7

pretty 137:13

143:17

previously

43:15

principal 147:2

principally

37:18 38:7

69:25

prior 40:25

74:17,22 90:19

priority 25:23

27:10 28:16

144:13,15

private 5:7

privilege 9:4

74:8 77:21

privileged

77:11,14 79:7

183:9

probably 9:12

14:9 29:23

30:7 47:2

61:14 93:16

95:19 100:2

116:7 150:18

problem 14:18

33:4

problems 14:5

procedures

7:14

proceed 14:11

14:23 69:10

83:2 94:3,21

146:8

proceeding

6:10

process 18:20

19:17,21 23:6

23:9 29:4,13

29:14,25 32:6

36:16 37:5,12

40:2 42:11

56:25 61:23

84:15,21 85:12

92:20 102:9,16

105:18 111:7

111:11,23

112:21 113:9

113:11 114:3

114:24 116:17

118:8 119:9

120:12 122:13

122:21 124:2,9

143:18 153:16

177:13 178:3

179:20 182:7

182:10

produced 74:7

77:12

produces 35:6

product 77:20

production

74:4 77:9

professional

1:22 127:18

professionals

20:15

profit 51:22

52:18 53:6,9

53:20 54:5,9

55:9 57:4,19

58:15 168:19

169:22 172:21

173:4 175:10

profits 50:14

52:3,6,8,13

110:20 111:3

160:23,25

163:13,19

165:6 168:11

169:2 173:12

174:12

progress 29:7

prohibit 137:2

prohibiting

50:13

prohibition

53:19

project 49:2

111:21,25

174:12 177:20

177:24 178:4,8

178:20 179:5

179:12

projects 178:25

promotional

135:4

proof 19:8,9,10

19:12,14,25

25:17 34:2

36:18 39:7

49:9 55:22

60:25 62:5,10

66:17 84:23

92:17 108:4

109:24 111:18

114:7 115:5

131:25 140:18

148:14 167:20

168:5,6,10,19

169:8 170:10

170:12 171:3

171:13

proofs 23:11,14

92:24 93:6

98:24 105:9

109:13 138:14

141:25 142:14

148:10 167:3

proper 121:10

properly 30:18

propose 177:15

proposed 70:7

70:8 144:9

proskauer 1:20

3:15,21 5:22

21:3,4 48:21

50:4,24 59:21

77:5,17 79:9

108:5 111:5

117:14 146:15

161:17 162:16

proskauer.com

3:19,24

protective 7:12

7:17,21,23 8:2

[present - protective] Page 31

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 221 of 236
provide 15:3

55:10 58:3

59:12 63:11

64:13 76:15

83:18 89:24

107:4 108:22

117:21 134:3,9

152:19 158:2

162:6 164:14

173:18 185:22

provided 23:21

24:16 34:13

51:18 52:19,23

54:2 55:8 61:5

64:2 65:25

71:14 72:11

76:17,21 77:3

84:16,23 85:8

88:24 105:12

117:18,19

118:4 119:10

124:11,12,19

130:12 131:20

133:7 144:6

145:10 155:18

158:4,13 159:9

159:23,25

160:9,11

161:16 167:12

168:2 173:15

184:24

provides 55:24

137:20 140:21

provision 50:13

51:13 54:4

provisions

17:14 73:12

124:21,22

133:13

public 1:24 4:4

6:18 186:22

188:6 189:25

published

16:13

puerto 1:2,5,7

1:12,14 5:18

5:20 36:23

52:11 54:5,7

73:13 83:24

95:21,24 96:4

136:25 139:7

150:5 160:21

162:6 189:6,7

pull 154:21

purchase 31:22

144:7

purposes 10:4

114:2 126:16

126:17,18,25

pursuant 17:5

49:25 122:9

pursued 55:12

put 30:8 34:25

61:14 93:21

131:5

putting 26:15

54:4 118:5

q

question 9:2,6

22:16,22 32:14

43:4,7 46:2

47:10 51:9

53:17 64:16

65:5 68:5

74:20 76:11

87:15 92:5

97:23 101:23

131:14 146:18

157:6,15

165:22 166:5

170:22 174:15

175:7,12

176:15 181:13

185:9

questioning

185:6,7

questions 8:24

9:11 71:5 94:5

94:10,13,15

133:2 153:7

180:21 185:4

185:17 186:5

quick 180:10

quinn 2:14

95:2 180:12

quinnemanue...

2:18

r

r 2:2 3:2 4:2

6:16,16 187:20

188:2

raised 151:12

range 11:12

20:6 49:5 55:8

57:20 58:16

76:17 79:12

89:15,16,16

151:6 173:15

174:6

ranged 96:2,14

ranges 71:11

79:25

rather 28:19

39:21 46:22

rationale 83:9

83:10

reach 63:10

130:3

reached 138:24

144:22

read 7:5 62:10

165:9 184:8

reading 55:22

reads 22:3

ready 178:7

real 21:14

182:15

really 18:20

21:13 26:22

42:2 48:17

58:5,6 62:9,14

68:3 90:21

93:21 108:22

115:6 116:6

129:25 131:9

136:20 137:13

[provide - really] Page 32

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 222 of 236
139:8 152:15

164:7 165:8

174:10

realtime 1:23

reason 14:7

82:13 172:25

189:9

reasonable

23:24 24:10

33:12 133:18

161:20 163:2

172:4,13,17

173:13 174:6

reasonableness

15:4 22:5

reasons 27:25

55:7 136:24

recalculate

173:11

recall 50:6,10

51:10 75:4,8

80:20 82:15

91:18 99:9

143:20 144:12

144:14 145:15

146:12,17

147:13,15,18

147:23 149:10

168:8 171:20

receive 23:10

69:18 70:10,12

71:17,21 84:8

109:25 149:14

received 30:23

60:23 69:15

70:9,21 71:8,9

109:24 130:9

recent 82:8

recess 69:6

93:25 94:19

146:5 180:17

recipe 13:14

recognize

52:12 160:22

recollect 33:5

recollection

72:21 76:4,12

116:2,14

141:16,18

150:25 151:5

167:10,25

169:3 170:16

171:22

recommendat...

69:22

reconcile 19:12

116:22

reconciled

113:25

reconciliation

19:17 74:10

92:20 98:14

102:11,16

105:12 113:24

reconciling

116:18

record 5:3,11

6:13 11:23

69:4,8 74:3

93:24 94:3,9

94:18,21 106:7

145:25 146:3,7

146:10 147:25

149:13 155:3

166:11 180:10

180:16,19

185:15 186:11

recorded 5:13

42:14 98:13

recording 5:9

records 19:11

19:13,21 27:13

27:17 65:17

116:21,23

118:18,22,23

120:4,14 122:2

reduce 83:3

reduced 81:8

153:17 158:15

159:10

reduction

159:15

reemployment

126:9

refer 61:8

85:25 101:10

141:11 150:15

reference 50:6

50:11

referenced 50:7

referred 9:25

12:13 21:22

45:7 47:4

54:21 75:15

77:24 104:2

155:19

referring 20:10

55:17 60:15

78:16,18 92:8

127:6 129:22

162:10 163:5

refers 129:3

refine 100:11

refining 76:19

reflect 19:22

109:11

reflected 41:9

44:8 62:14

82:24,24 87:19

155:21 159:17

reflecting

82:10

reflects 109:4

155:9

refresh 76:3,12

refused 64:12

regard 53:5

70:13 102:19

108:16 119:2

120:17 152:6

regarding 8:20

11:20 16:14

73:23 163:10

regardless 54:2

82:21

register 23:11

23:12 40:14

41:10,15 42:15

registered 1:22

[really - registered] Page 33

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 223 of 236
regulatory

179:19

reimburse

178:16

rejected 86:3,5

185:24

rejection 73:12

86:9,11,20

87:2,6,21

88:12,20 89:7

185:19,23

relate 16:4

related 6:6

27:21 28:11

52:8 62:12,15

62:19 69:25

70:23,25 107:8

130:7 142:3

151:12,15

152:11 153:23

161:17 164:15

165:6 188:13

relates 24:18

27:20 34:6

45:10,15 52:2

70:10 71:10,22

73:7 81:22

105:9 108:6

113:12,18

116:21 151:9

152:13 178:4

179:2,3

relation 77:18

relations

118:11 119:15

122:14

relative 96:6

relatively 24:18

relied 34:20

rely 50:3 123:9

123:13

remaining

153:22 158:17

159:12 160:5

remember

33:13 50:15

75:2 116:14

142:9 145:22

171:2,12,25

remind 157:5

removing

107:19

reorganization

17:6,15

repeat 65:5

87:14 92:4

101:22 114:16

165:21 181:12

rephrase 22:15

96:3 97:23

114:11 181:15

report 158:9

reporter 1:23

1:23 6:3,14

188:6

reporting

126:18,25

189:2

reports 77:2,4

77:9 178:2

represent 6:4

7:2 95:2 97:18

109:22,23

141:20 153:20

representative

1:6,13 3:16

189:7

representing

71:24 96:2,12

96:14,15,16,18

97:3,7,13 98:6

98:9,23

represents

119:5 125:13

126:20 132:3

142:10

required 72:19

requirement

7:7

reserve 163:20

164:14

resolution

182:10

resolve 124:16

143:21

resolved

102:10 108:19

136:6 159:8

182:14

respect 15:5

22:6 91:2,21

92:7 111:7

172:20 175:9

respond 8:24

182:21

response 8:21

11:17

responsibility

118:15 178:18

responsible

71:24 128:22

142:6

restructuring

16:4,15 18:11

95:14

result 35:7

55:12 61:25

107:7 165:2

resulted 24:3

128:13

results 113:16

retain 124:13

retained 21:18

32:5,5,7 72:6

92:18 97:25

121:12 127:20

186:10

retains 72:7

retention

124:14

reveal 79:6

183:9

revenue 154:6

154:16 155:6

155:10,14

156:7,12,21

160:18 161:4

164:22 166:13

166:13 167:5

168:14 169:11

[regulatory - revenue] Page 34

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 224 of 236
170:3,14,21

172:5

revenues 112:7

157:19 167:7

178:22

review 19:9

22:25 24:8

25:10 27:12

28:3 39:2,21

41:5,24 48:14

48:19 49:16

57:7 60:24

66:6 89:21,24

108:4 110:4

115:23 118:17

118:17 124:9

130:2 148:5

158:3,10,10

169:2

reviewed 23:15

38:16,23 44:24

49:6,9,12

50:20 51:21

58:10 62:5

63:4 66:19

67:2,6,18

89:23 97:10

111:17 148:10

148:11 160:2

160:12 164:21

167:3 179:13

reviewing

28:10 41:21

65:7 69:24

92:16 105:19

106:19 141:5

161:22

revise 100:24

revisions

182:23

rican 73:13

136:25 162:6

rico 1:2,5,7,12

1:14 5:18,20

36:23 52:11

54:5,7 83:24

95:21,24 96:4

139:7 150:5

160:21 189:7,7

rid 29:4

right 21:10

32:13 46:17

51:6 58:18

74:23 78:22

80:6,12 100:17

101:18 104:6

109:18 117:18

117:22 121:19

122:19 123:10

128:4 129:9

135:23 138:3,7

164:12

ring 31:18

33:10 74:25

78:8 90:6

rise 128:15

risk 105:20

158:11,14

161:25

road 8:19

189:4

robert 5:25

rocio 4:20

role 95:25 96:9

96:11

room 94:11

rose 1:20 3:15

3:21 5:22

rosen 4:10

rudis 4:19 5:25

ruled 31:13

rules 8:19

ruling 31:7

rulings 165:16

runs 10:11

s

s 2:2 3:2 4:2

6:16 187:9,20

187:20 189:9

salary 119:22

120:2

san 71:2 124:7

satisfied 24:14

28:17 93:9,13

savings 62:11

132:3

saw 51:20

saying 13:18

35:15 40:22

131:25 148:6

162:8 163:5

says 10:18

11:12,17 13:2

15:2 33:23

51:5

scale 29:2,16

30:2

scanning

103:19

schedule 167:6

schreiber 2:12

science 15:18

scope 91:24

scott 4:20

screen 10:10

14:21

second 12:10

75:19

secondary

25:11,23 26:7

section 125:16

138:5

secure 128:13

secured 25:19

25:22 96:13

128:11 144:13

144:15 145:2

securing 180:7

see 11:11,16

15:8 18:23

22:10 42:25

46:23,23 47:17

55:23 56:17,17

56:18 67:21,23

75:18 81:4,17

87:11 135:8

168:18

seem 60:9

[revenue - seem] Page 35

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 225 of 236
selected 10:15

sense 35:13

101:4 102:4

107:11 111:25

130:24 131:15

176:18 177:2

179:8 180:5

sensitive 5:6

sent 70:2,3

sentence 22:3

22:10

separate 72:5

separately 72:6

series 142:5,12

service 121:21

121:24

services 121:17

set 15:11 35:14

settlement 24:5

24:6 70:7

105:16 119:2

144:22 158:24

159:23,24

several 8:6

69:14 71:4

72:20

shankweiler

1:19 5:14 6:1

6:23 7:1 8:1

9:1 10:1 11:1,8

11:19 12:1

13:1 14:1 15:1

15:3 16:1 17:1

18:1 19:1 20:1

21:1 22:1,4

23:1 24:1 25:1

26:1 27:1 28:1

29:1 30:1 31:1

32:1 33:1 34:1

35:1 36:1 37:1

38:1 39:1 40:1

41:1 42:1 43:1

44:1 45:1 46:1

47:1 48:1 49:1

50:1 51:1 52:1

53:1 54:1 55:1

56:1 57:1 58:1

59:1 60:1 61:1

62:1 63:1 64:1

65:1 66:1 67:1

68:1 69:1,13

70:1 71:1 72:1

73:1 74:1 75:1

76:1 77:1 78:1

79:1 80:1 81:1

82:1 83:1 84:1

85:1 86:1 87:1

88:1 89:1 90:1

91:1 92:1 93:1

94:1,6,25 95:1

96:1 97:1 98:1

99:1 100:1

101:1 102:1

103:1 104:1

105:1 106:1

107:1 108:1

109:1 110:1

111:1 112:1

113:1 114:1

115:1 116:1

117:1 118:1

119:1 120:1

121:1 122:1

123:1 124:1

125:1 126:1

127:1 128:1

129:1 130:1

131:1 132:1

133:1 134:1

135:1 136:1

137:1 138:1

139:1 140:1

141:1 142:1

143:1 144:1

145:1 146:1,9

147:1 148:1

149:1 150:1

151:1 152:1,22

153:1,5 154:1

155:1 156:1

157:1 158:1

159:1 160:1

161:1 162:1

163:1 164:1

165:1 166:1

167:1 168:1

169:1 170:1

171:1 172:1

173:1 174:1

175:1 176:1

177:1 178:1

179:1 180:1

181:1 182:1

183:1 184:1

185:1 186:7,15

188:8 189:8,22

shankweiler's

77:17

share 10:5,6,7

10:11,11

shared 77:4

sheet 189:2

ships 66:7

shlomo 3:8

shlomomaza

3:9

short 7:5 69:2,6

93:25 94:19

180:17

shorthand

188:5

shovel 178:7

show 12:9

64:22

showed 14:20

showing 15:4

shows 14:14

side 8:12 52:20

54:13,14 55:14

58:19 97:11

98:19 130:14

130:15

sign 7:21

signature

188:17

signed 7:24

significant

36:11

silent 53:20

[selected - silent] Page 36

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 226 of 236
similar 51:18

111:6,11

120:11,11

139:12 142:25

143:2 152:11

157:18 159:2

simply 89:3

158:8

single 85:3

sit 153:24

172:25

situation

121:13

six 150:22

151:4

size 162:2

skepticism

97:15,19 98:4

small 136:17

smaller 102:22

102:24,25

solely 40:11

53:5 117:12

solutions 6:5

186:10

somebody

17:18 26:11

42:19 97:11

121:13,15

soon 143:24

sorry 20:20

21:4 32:20,21

37:23 38:2

46:2 47:8

55:20 56:7

58:21 60:12,14

74:19,19 81:11

164:3 174:17

sort 26:7 79:12

120:11,11

123:20 125:8

125:23,24

130:10 134:24

135:4 164:12

182:9

sorts 33:23

sought 33:24

sound 46:17

129:5,9 138:3

sounded

181:17

sounds 33:11

120:23 138:6

speak 38:10

speaking 141:4

specific 11:25

43:7 82:12

84:5 89:12

95:20 107:15

111:20 119:9

142:9 143:18

153:11 158:3

159:16 161:6,7

168:8 172:25

specifically

34:5 68:12

80:20 86:20

91:19 144:23

147:14 154:6

158:13 161:10

162:11 166:10

168:24 171:13

172:2 173:9,10

174:10 183:11

specifics 134:7

specify 150:4

spectrum

109:17

speech 7:8

spinning 10:12

spoken 43:2

square 1:21

3:12 5:23

189:4

stafford 3:24

10:4 11:22

12:16 13:17

17:10 21:7

26:3 30:3 34:3

36:4 37:9

38:20 39:24

43:8,13 44:22

45:20 46:7

49:17 51:15

53:23 54:11,18

54:25 55:19

60:7,12 65:2

65:13 66:21

67:3,9,14,25

68:20 71:18

73:5 74:6 75:9

77:10,15 78:23

79:5 80:18

84:2 86:12

87:3,9,23

88:22 89:14

90:11 91:22

92:11 93:18

94:8 97:20

99:19 100:7

102:6 103:12

104:13 107:23

109:9 112:25

129:10 136:11

142:16 144:19

145:18 149:3

153:14 157:4

157:21 161:13

162:21 166:18

166:24 168:21

169:16 170:6

171:6,16 172:6

172:22 174:3

174:25 175:25

176:22 177:8

180:13 181:10

182:3 183:7,20

185:8,12 186:2

187:7

stamp 10:17

stand 31:21

start 14:6 36:2

60:18 92:19

131:12 153:9

157:6 178:7

started 40:2

138:25 177:7

178:21

starting 39:19

178:6

[similar - starting] Page 37

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 227 of 236
starts 182:8

state 1:24 6:10

6:18 15:20

stated 168:6

statement 7:5

46:19 48:9

50:7,15 53:11

56:23 74:16,22

74:23 75:5

120:22 129:3

137:24 138:6

141:17,20

147:22 187:17

187:18

statements

126:19

states 1:2 5:19

stay 93:21

stenographic

6:13 188:11

step 126:3

stepping 84:22

stipulate 76:8

stipulated

186:7

stop 13:10

149:12

streams 168:15

street 2:5,10,16

2:21 3:17 4:11

stuff 85:9

subject 7:16

11:17,24 74:7

114:14,18

140:20 177:3,5

subjective

164:12

submit 178:15

submitted

167:21,22

169:9 170:11

170:12 181:4,9

182:2 183:14

subparagraph

14:25

subscribed

186:18 189:23

subset 136:17

substance

63:11

substantial

115:24

substantiate

114:6 118:24

substantiated

140:19

success 154:15

161:3 163:13

183:5

sufficient 19:15

25:2 53:4 58:3

59:12,14 63:23

65:24 66:4

79:21 108:24

134:2 159:6

162:7 163:20

165:15 173:19

suggested 63:6

suite 2:16 3:17

sullivan 2:14

superseded

26:25

supplemental

148:12,13

support 19:16

23:18,20 62:7

85:8 112:14,15

115:7,8 117:5

118:3,7 130:10

130:12,13

131:19 132:23

132:23 134:7

supporting

20:2 63:12

64:11 85:3

supports

115:11

sure 9:13 10:19

12:20,25 22:17

23:8 30:21,23

35:12 37:21

41:8,8 46:25

47:25 53:3,4

56:22 65:6

79:8 98:10

110:16 115:15

124:10,20

127:23 134:10

150:16 155:2

169:25 170:23

175:6 185:5,14

swear 6:15

switch 137:16

switched 37:17

132:4

switching 90:4

154:2 175:18

sworn 6:17

186:18 188:8

189:23

syncora 2:15

95:3,4

systems 118:24

t

t 187:4,9,20

188:2,2

table 97:11

101:20 125:4

159:16

taft 2:9

take 5:10 23:5

69:2 83:8 89:9

93:15 97:17

98:3 107:3

116:8 150:17

180:10

taken 5:14 14:8

69:6 83:17

93:25 94:19

146:5 180:17

takings 139:20

139:22 140:7

talk 18:25

46:10 60:3

80:23 110:14

116:24 122:14

127:21 134:12

[starts - talk] Page 38

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 228 of 236
talked 53:10

95:10 103:21

117:15 143:14

155:16 157:18

160:23

talking 9:17,18

80:8 100:22

103:14 125:15

146:11 153:8

159:14,15

166:12 175:22

talks 56:23

tax 46:22

taxes 152:17,18

team 23:3,6

38:16 39:2,5

44:4,15,21

45:6,9 50:23

50:24 90:25

162:15

tech 4:19 10:8

10:20 11:5

13:5,24 14:13

technician

12:22 13:15

technique

169:5

tell 26:21 61:23

72:15 92:14

ten 29:2,6,16

30:2

term 31:17

33:19 53:12

55:25 56:5

57:13 58:11

90:5,14,15

120:24,25

122:13 139:24

167:9 175:4

terms 16:18

27:2 56:20

116:16 117:21

tertiary 25:12

testified 6:19

16:10 43:15

87:5 160:20

170:9 180:23

180:25

testify 11:20

183:23 184:3

184:22

testifying 87:8

87:13 183:18

184:18

testimony 15:3

15:12 17:23

31:14 38:15,22

43:10 49:7

71:19 73:6

91:25 99:20,22

102:7 154:12

176:6 181:16

184:6,7 186:6

texas 2:16

thank 8:12 11:7

21:5 69:12

85:16 94:5,7

150:9 151:23

152:23 174:16

175:17 186:2

186:12

therewith 22:4

thing 111:15,17

185:14

things 19:7

33:24 37:2

49:4 53:18

62:20 90:5

105:4,23

108:13 111:16

134:23 137:3

154:4

think 10:20

13:17 17:20

28:23 30:5

35:17 40:24

43:5,13 46:20

49:22 50:20

51:19 55:5

57:7 58:4 63:5

64:6 74:14

75:2 76:21

79:25 81:23,24

82:8 83:12,20

87:4 93:16

94:13 96:12

97:22 99:22,23

100:9,10 106:3

109:11 110:25

116:10 117:10

120:20,25

125:9 127:15

129:2,12

130:21 131:18

131:20,24

132:7 133:22

135:11,18

138:21 139:16

141:12,17

142:7 143:17

145:11,12

152:23 154:17

160:6 162:23

163:8 168:23

171:19 172:25

180:8 182:5,22

185:3

thinking 88:10

third 121:18

122:3 125:21

126:5,13,23

127:3,9,11,13

thought 8:11

53:10 54:22

163:2 164:13

164:18 174:6

three 47:17

51:19 57:2

60:10 71:25

93:22 110:22

141:25 142:14

159:18 186:9

time 5:8 6:11

13:8 14:11

37:15 62:13

76:13,16 77:3

81:3 93:15

94:6 133:4

140:10 147:17

152:24 158:9

[talked - time] Page 39

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 229 of 236
186:13

times 1:20 3:12

5:23 8:6 68:6

71:4 189:4

title 143:3

today 7:10 8:6

16:17 17:23

153:7,25

160:19 173:2

175:20 185:13

185:16

today's 186:6

together

103:11

toggling 81:11

told 79:10

160:21

tomic 2:6 94:14

94:16 153:3,5

180:8 185:3

187:7

took 79:13 83:5

107:3 120:3

136:6

top 11:10 39:18

89:17

topic 11:10,20

18:7 176:16

180:23

topics 7:10

137:16 184:6

184:17,22

total 15:6 22:6

32:9,11,15

99:6,10 135:15

136:17 141:9

156:6 170:20

171:10 184:10

184:14 186:8

touch 180:11

touched 99:4

towards 11:16

178:5

training 16:8

transcription

188:11

transfer 38:6

158:6

transferred

24:2 38:3,9

39:9 105:22

159:24

transferring

105:17

transformer

121:14

translates

133:24

transmission

38:3

treaties 16:14

tried 111:24

true 25:14

36:21 88:15

139:10,20

140:7,13,19

188:10

truly 116:15

trust 76:8

trusted 150:10

try 24:23 56:16

trying 10:22

13:6 14:10

33:4 43:12

63:3 98:8

116:14 139:9

turning 160:17

twice 93:10

two 9:8 14:18

51:24 53:18

60:16 67:24

71:25 72:20,21

72:23 76:19

81:11,12 82:15

92:22 110:19

119:8 123:15

124:8 154:11

154:19,25

type 20:9 31:4

42:10 57:23

63:2 73:18

101:8 105:25

108:19 114:25

135:3 168:20

types 27:24

39:6 40:4

73:17 102:4

105:23 110:10

110:12 115:7

126:11 133:20

135:5 139:4

141:23 158:22

164:9

u

u 187:20

ucc 183:13

ucc's 101:14

ultimate 107:8

108:17 123:12

143:11 158:24

182:15

ultimately 19:5

98:14 104:20

104:21 112:8

123:11 131:2

131:16 136:5

143:7 164:8

173:16

uncertainties

65:20 83:16

107:5,7,8,20,20

108:16 109:5

125:8 136:4

143:12 164:14

uncertainty

163:22

under 7:13

54:6 88:11,18

111:3 124:22

128:24,25

144:9 151:13

168:15 178:22

underlying

105:10

understand

16:24 17:24

19:19 27:2

31:18 33:18

[time - understand] Page 40

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 230 of 236
37:22 39:12

40:3 41:7

43:19 47:24

50:23 52:9

53:16 78:17

95:6 113:17

133:9 139:10

139:18 145:11

146:20 166:4

166:17 175:6

177:10 178:3

understanding

16:20,25 19:25

34:15 48:15,18

48:24 57:6

61:4 72:17

73:10,11,13

90:9,13,14,20

105:15,20

115:16 118:2

118:10 119:14

119:19,20

121:25 128:6

128:21 142:24

146:25 148:4

152:3,14

153:18 154:12

159:4 161:15

162:3 166:15

169:25 176:5

177:16,25

178:24 181:5

understood

9:21 15:13

27:4 28:15

38:13 42:23

53:7,15 63:2,3

90:24 92:25

170:23 179:14

undertake

111:6

undertaken

148:23

underway

178:11

underwent

111:11

undo 11:4

unfortunately

7:4 33:12

union 26:2

128:10

unit 5:12 69:5,9

121:10 146:4,8

united 1:2 5:19

units 186:9

universe 32:24

32:25 72:25

unknown 88:8

unliquidated

33:18,19,25

35:10,19,20,22

36:3,7,9,12,16

38:15,17,24

39:4 42:4,12

42:22 44:13,13

44:15

unpack 24:23

37:24

unpaid 120:20

120:22

unsecured 2:20

3:4,22 5:15

11:14 15:7

22:7,19 24:21

25:18,21 32:16

32:20 75:7,22

76:25 97:3

99:7,11,13

104:23 109:2

139:13 141:15

144:12,16,18

144:24 147:11

147:15 157:12

184:11

urquhart 2:14

use 16:17 80:25

101:14 169:12

169:14

used 45:15

58:11 156:19

161:19 166:23

171:2,8 186:9

uses 53:11

using 37:12

55:25 82:13

125:9

usually 10:22

utice 60:4,13

60:15,17,18

61:9,22 62:15

62:23,24 63:9

63:10 64:8

102:13 103:9

127:22 128:3

128:10,10,19

128:23 129:15

130:4,11 133:3

133:25 134:4

135:7

utier 70:11

80:23 81:4,16

82:2,16 83:6

84:22,24,25

85:2,8,14,17,23

86:10,15 88:7

102:12 103:8

116:25 118:4

118:12 119:3

120:16,18

121:11,20

122:16 124:16

125:14,20

185:18,24

v

vacation

119:23,23

126:8,14 127:4

127:16 135:2

137:2

vacations 120:3

valentin 4:20

valid 19:18

20:5 48:22

49:25 52:5,12

54:6 63:25

73:16 98:16

110:9 111:3

120:15,17

[understand - valid] Page 41

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 231 of 236
124:21 132:12

132:14 137:11

139:8 156:4

160:22 162:4

163:18,19

173:5,7

validate 114:4

validated 114:8

179:8

validity 23:17

62:8 109:6

111:13 154:10

157:17 176:20

valuation 45:10

valuations

70:11

value 11:12

18:15 23:2

29:19 34:22

38:18,24 39:23

40:21 41:2,12

42:5,8,12,15,21

43:3,20 44:5

44:16,18 45:3

47:19,20,22

48:2,3 56:15

56:20 57:18

58:7 59:3,4,7

59:23 64:9,22

65:10,16,17

66:3,11,13,15

66:20,23 67:7

67:11,19,20,22

67:23 68:10,13

68:15 70:8

71:12 78:10

79:19,23 80:22

83:19 85:14

89:4 99:6,10

100:20 102:20

103:4,14,16,17

103:22 104:2

104:17,19

105:21 106:8,8

106:12,13,16

106:18,20

107:17 108:12

108:21 109:4

109:14,17,20

109:21,25

110:12 113:15

114:3,13,17

117:22,23

118:3,6,14,14

118:18,19,25

119:2,4,9,12

120:5,7 122:25

123:6,9,9,16,21

124:25 125:5

125:10,25

127:25 129:16

129:23 130:13

130:16,20,22

131:8 132:16

134:16 135:20

136:10,15

137:14 138:20

139:11,14,15

140:3,9 155:8

155:22,23

156:20 158:3

158:11,13,17

159:9,12 160:6

160:9,11,13,14

161:20 162:13

163:11 164:3

165:20 166:2,7

166:7 167:13

167:15,23

168:3,14

169:12,13,15

170:4,14,15,18

171:4,9,10,15

172:5,13,17,20

173:18,20,24

174:7

values 11:13

41:15 68:14

78:12 85:4,10

88:4 119:16

124:5 158:4

159:23,24

valuing 86:17

174:11

various 50:19

58:8 103:25

125:14

vast 39:8

117:25

vazquez 20:13

20:24 23:22

34:7,13,15,25

36:19 37:13,14

38:8 40:7

45:13 46:3

48:4,4,21 50:4

52:4,10,14

54:2 59:20

62:18 69:16,17

70:22 71:10

73:4,9,21,22

84:10,16,21

85:5,12 89:20

108:6 117:13

123:25 124:14

124:18 125:17

127:7 139:3,17

140:5,12 158:5

159:2 160:21

161:17

vazquez's 35:4

45:25

venue 182:13

verbal 8:21

verbally 8:23

verbiage 168:9

verified 23:13

verify 50:17,21

180:3

veritext 6:4

10:6 186:10

189:2

version 74:17

74:22 75:5

78:7 80:10

82:2

versus 25:18,21

82:11,14

viability 108:7

108:8

[valid - viability] Page 42

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 232 of 236
video 5:9,13

videographer

4:19 5:2 6:2

8:9 69:3,7

93:23 94:2,17

94:20 146:2,6

180:15,18

186:4

videotaped

1:18

view 58:6 71:16

96:17 104:19

105:3,3,14

109:12 112:5

112:11,13

131:22 139:8

163:25 164:4

173:2 182:15

viewed 42:13

57:9

views 59:19

105:6,7,9

violation 8:2

vitol 157:24

voluminous

102:25

w

w 6:16

wachtell 4:10

want 10:24

11:22 12:24

13:9,12 18:25

35:12,20 43:4

64:18 65:6

72:14 89:24

91:23 93:20

98:10 100:11

100:24 107:14

110:14 116:24

134:12 149:12

157:4 185:14

wanted 15:10

53:2 65:23

66:4 73:21

79:18 95:11

154:24 155:20

wanting 159:5

163:14,23

washington 2:5

water 151:10

151:13

waterfall 18:16

way 32:4 80:4

83:23 86:14

115:3 120:6

130:5 157:18

178:22,24

ways 158:21

we've 6:25

18:12,19 28:25

29:8,10 40:15

43:5 71:6

88:24 99:25

106:23

wearing 9:8

week 71:4

124:8

weekly 77:6

weil 4:4

weil.com 4:7

welcome 69:11

went 37:7 39:5

42:11 49:4

124:9 125:10

129:18,21

132:19 136:9

146:10 147:24

weringa 3:19

west 3:17 4:11

15:19

whispering 5:6

whitner 2:22

wickersham

2:9

william 2:22

witness 6:15

9:9,19 26:13

79:8 94:7

152:25 157:8

188:7

witnesses 12:8

187:13

wlrk.com 4:13

word 125:9

words 56:17

work 8:23

19:16 20:3,18

21:20 36:19

37:16,20 38:6

70:13 72:9

77:16,19 78:13

91:2,5,21 92:7

98:21 115:14

120:10 140:4

158:25 165:18

165:24

worked 34:6

62:17 115:10

132:21 139:3

139:17

working 10:9

37:14,18 40:6

worth 34:20

129:8 156:4

x

x 1:3,9,10,15

66:17 187:2,4

187:9

y

yeah 23:3 33:8

67:11 78:11

96:7 131:18

150:16

year 92:21,23

175:11,11

years 21:19

76:19 92:22

95:19 167:8

179:17

york 1:21,21,24

2:11,11 3:5,5

3:12,12 4:6,6

4:11,11 5:23

5:24 6:18

189:2,4,4,5

yup 46:12 60:2

130:18

[video - yup] Page 43

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 233 of 236
z

zack 2:12

zack.schreiber

2:12

zero 40:14

41:24 42:5,14

42:14,19,21

52:21 54:9

61:14,14,24

118:3 129:8,16

129:24 130:13

155:5,9,13

zoom 2:7,23

3:9 4:8,13,19

4:20,20 129:20

131:11 186:5

[zack - zoom] Page 44

Veritext Legal Solutions

212-267-6868 www.veritext.com 516-608-2400

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 234 of 236
Federal Rules of Civil Procedure

Rule 30

(e) Review By the Witness; Changes.

(1) Review; Statement of Changes. On request by the 

deponent or a party before the deposition is 

completed, the deponent must be allowed 30 days 

after being notified by the officer that the 

transcript or recording is available in which:

(A) to review the transcript or recording; and

(B) if there are changes in form or substance, to 

sign a statement listing the changes and the 

reasons for making them.

(2) Changes Indicated in the Officer's Certificate. 

The officer must note in the certificate prescribed 

by Rule 30(f)(1) whether a review was requested 

and, if so, must attach any changes the deponent 

makes during the 30-day period.

DISCLAIMER: THE FOREGOING FEDERAL PROCEDURE RULES 

ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. 

THE ABOVE RULES ARE CURRENT AS OF APRIL 1, 

2019. PLEASE REFER TO THE APPLICABLE FEDERAL RULES 

OF CIVIL PROCEDURE FOR UP-TO-DATE INFORMATION. 

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 235 of 236
VERITEXT LEGAL SOLUTIONS

COMPANY CERTIFICATE AND DISCLOSURE STATEMENT

Veritext Legal Solutions represents that the

foregoing transcript is a true, correct and complete

transcript of the colloquies, questions and answers

as submitted by the court reporter. Veritext Legal

Solutions further represents that the attached

exhibits, if any, are true, correct and complete

documents as submitted by the court reporter and/or 

attorneys in relation to this deposition and that

the documents were processed in accordance with

our litigation support and production standards.

Veritext Legal Solutions is committed to maintaining

the confidentiality of client and witness information, 

in accordance with the regulations promulgated under

the Health Insurance Portability and Accountability

Act (HIPAA), as amended with respect to protected 

health information and the Gramm-Leach-Bliley Act, as

amended, with respect to Personally Identifiable

Information (PII). Physical transcripts and exhibits 

are managed under strict facility and personnel access

controls. Electronic files of documents are stored

in encrypted form and are transmitted in an encrypted

fashion to authenticated parties who are permitted to

access the material. Our data is hosted in a Tier 4

SSAE 16 certified facility. 

Veritext Legal Solutions complies with all federal and 

State regulations with respect to the provision of 

court reporting services, and maintains its neutrality 

and independence regardless of relationship or the 

financial outcome of any litigation. Veritext requires 

adherence to the foregoing professional and ethical 

standards from all of its subcontractors in their 

independent contractor agreements.

Inquiries about Veritext Legal Solutions'

confidentiality and security policies and practices

should be directed to Veritext's Client Services 

Associates indicated on the cover of this document or 

at www.veritext.com.

Case:17-03283-LTS Doc#:24406-1 Filed:06/02/23 Entered:06/02/23 18:28:53 Desc:

Exhibit 1 - Shankweiler Deposition Transcript Page 236 of 236