UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et 

al.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

Re: ECF No. 1512-1

DEBTORS’ SECOND OMNIBUS MOTION FOR APPROVAL

OF STIPULATIONS MODIFYING THE AUTOMATIC STAY

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

The Commonwealth of Puerto Rico (the “Commonwealth”), the Puerto Rico Sales Tax 

Financing Corporation (“COFINA”), the Puerto Rico Highways and Transportation Authority 

(“HTA”), the Employees Retirement System of the Government of the Commonwealth of Puerto

Rico (“ERS”), and the Puerto Rico Electric Power Authority (“PREPA” and together with the 

Commonwealth, COFINA, HTA, and ERS, the “Debtors”), as Title III debtors, by and through 

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

Debtors’ representative pursuant to section 315(b) of the Puerto Rico Oversight, Management, 

 

1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last 

four (4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of 

Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); 

(ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last 

Four Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) 

(Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees 

Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17 

BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); and (v) Puerto Rico Electric Power Authority 

(“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747). (Title III case 

numbers are listed as Bankruptcy Case numbers due to software limitations).

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and Economic Stability Act (“PROMESA”),

2 respectfully submits this motion (the “Motion”), 

pursuant to sections 362(d)(1) and 105(a) of title 11 of the United States Code (the “Bankruptcy 

Code”), made applicable to these cases by PROMESA section 301(a), and in accordance with 

Paragraph III.Q of the Case Management Procedures (as defined below), for entry of an order, 

substantially in the form attached hereto as Exhibit A (the “Proposed Order”), retroactively 

approving the modifications to the automatic stay set forth in Bankruptcy Code sections 362(a) 

and 922(a) (the “Title III Stay”), made applicable to the Title III cases by PROMESA section 

301(a), for the parties and actions set forth in Exhibit 1 to the Proposed Order, nunc pro tunc to 

the dates specified therein. In support of this Motion, the Debtors respectfully represent as 

follows:

Jurisdiction and Venue

1. The United States District Court for the District of Puerto Rico (the “Court”) has 

subject matter jurisdiction over this matter pursuant to PROMESA section 306(a).

2. Venue is proper pursuant to PROMESA section 307(a).

3. The statutory predicate for the relief sought herein is Bankruptcy Code sections 

362(d)(1) and 105(a), made applicable to these Title III cases by PROMESA section 301(a).

Background

4. On June 2, 2017, the Court entered an order approving certain notice, case 

management, and administrative procedures for the Title III cases [ECF No. 249] (as amended, 

the “Case Management Procedures”), which was subsequently amended on June 6, 2017 to make 

certain non-substantive clarifications and amendments [ECF No. 262].

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

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5. On August 17, 2017, the Court entered an order further amending the Case 

Management Procedures to, among other things, implement a protocol (the “Lift Stay Protocol”) 

for filing motions for relief from Title III Stay [ECF No. 1065]. Under the Lift Stay Protocol, a 

movant is required to (a) send notice (a “Lift Stay Notice”) to counsel to the Oversight Board 

and AAFAF to advise them of the movant’s intent to seek relief from the Title III Stay at least 

fifteen (15) business days prior to filing a motion seeking such relief (the “Lift Stay Notice 

Period”) and (b) meet and confer with the Debtors during the Lift Stay Notice Period.

6. On September 13, 2017, the Debtors filed a motion to amend the Case 

Management Procedures [ECF No. 1299] to allow the Debtors (a) to enter into stipulations 

modifying or lifting the Title III Stay under Paragraph III.Q of the Case Management Procedures 

without further order of the Court and (b) in their discretion, to modify or lift the Title III Stay 

with respect to any prepetition ordinary course civil action against a Debtor without the filing of 

a Lift Stay Notice and further order of the Court.

7. On October 24, 2017, the Court approved the Third Amended Notice, Case 

Management and Administrative Procedures [ECF No. 1512-1], which implemented the 

Debtors’ requested changes to the Lift Stay Protocol and requires the Debtors to file an omnibus 

lift stay motion every 60 days, identifying each modification to the Title III Stay agreed to by the 

Debtors during the relevant period and seeking retroactive Court approval of such modifications 

nunc pro tunc to the relevant modification date.

8. On December 28, 2017, the Court granted the Debtors’ First Omnibus Motion 

Seeking Approval of Stipulations Modifying the Automatic Stay [ECF No. 2191] (the “First 

Omnibus Motion”), which modified the Title III Stay as set forth in an attached exhibit, nunc pro 

tunc to the dates specified therein.

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Relief Requested

9. By this Motion, the Debtors seek entry of an order, substantially in the form of the 

Proposed Order, retroactively approving the modifications to the Title III Stay for the parties and 

actions set forth in Exhibit 1 to the Proposed Order, nunc pro tunc to the dates specified therein.

As required by Paragraph III.Q of the Case Management Procedures, Exhibit 1 to the Proposed 

Order includes a brief description of the modification of the Title III Stay and case information 

(including case number and court), as applicable, for each party. This Motion seeks to approve 

modifications to the Title III Stay agreed to by the Debtors for the period from December 22, 

2017 through February 20, 2018. Additionally, this Motion seeks to approve one modification to 

the Title III Stay agreed to by the Commonwealth on December 19, 2017, but which, due to time 

constraints, the Commonwealth was unable to include in the First Omnibus Motion.

Basis for Relief

10. Bankruptcy Code section 362(a), made applicable to Title III cases pursuant to 

PROMESA section 301(a), provides, in relevant part, that the commencement of a Title III case

operates as a stay enjoining all persons and entities from, among other things: (i) commencing or 

continuing any action or proceeding against a debtor that was or could have been brought against 

the debtor before the commencement of the debtor’s Title III case, (ii) taking any action to obtain 

possession or control over property of the debtor, and (iii) attempting to collect, assess, or 

recover on a prepetition claim. See 11 U.S.C. § 362(a). In Title III cases, in addition to the 

automatic stay under section 362(a), Bankruptcy Code section 922(a) provides an additional stay 

of “any judicial, administrative, or other action or proceeding against an officer or inhabitant of 

the municipality that seeks to enforce a claim against the municipal debtor.” 11 U.S.C. § 922(a).

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11. Bankruptcy Code section 362(d)(1) provides that a court may grant relief from the 

automatic stay “for cause.” See 11 U.S.C. § 362(d)(1). To determine whether “cause” exists to 

grant relief from the automatic stay, courts generally examine numerous different factors, 

including those set forth in Sonnax Indus., Inc. v. TriComponent Prods. Corp. (In re Sonnax 

Indus., Inc.), 907 F.2d 1280 (2d Cir. 1990). See Brigade Leveraged Capital Structures Fund Ltd. 

v. García-Padilla, 217 F. Supp. 3d 508, 518 (D.P.R. 2016) (“To help guide their analysis of 

whether to enforce or vacate the stay, some courts, including those in this district, have relied 

upon a laundry list of assorted factors.” (citing Sonnax, at 1286; C & A, S.E. v. P.R. Solid Waste 

Mgmt. Auth., 369 B.R. 87, 94–5 (D.P.R. 2007))). 

12. Additionally, under Bankruptcy Code section 105(a), made applicable to the Title 

III cases by PROMESA section 301(a), the Court “may issue any order, process or judgment that 

is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a).

13. Since implementing the Lift Stay Protocol on August 17, 2017, the Debtors have 

received over 75 Lift Stay Notices seeking relief from the Title III Stay to prosecute various 

prepetition actions. The Debtors and their advisors, in consultation with the Oversight Board,

carefully reviewed and analyzed each of the Lift Stay Notices and determined that it was 

appropriate to modify the Title III Stay for the parties and actions listed in Exhibit 1 to the 

Proposed Order, nunc pro tunc to the dates specified therein. The Debtors believe that modifying 

the Title III Stay for these matters will alleviate the strain on the Title III cases and maximize the 

Debtors’ resources for the benefit of all parties in interest. Accordingly, the Debtors request that 

the Court enter an order retroactively approving the modifications of the Title III Stay set forth 

on Exhibit 1 to the Proposed Order. 

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Notice

14. The Debtors have provided notice of this Motion in accordance with the Case 

Management Procedures to the following parties: (a) the Office of the United States Trustee for 

the District of Puerto Rico; (b) the indenture trustees and/or agents, as applicable, for the 

Debtors’ bonds; (c) the entities on the list of creditors holding the 20 largest unsecured claims 

against COFINA; (d) counsel to the statutory committees appointed in these Title III cases; 

(e) the Office of the United States Attorney for the District of Puerto Rico; (f) counsel to the 

Oversight Board; (g) the Puerto Rico Department of Justice; (h) the Other Interested Parties;3

(i) all parties filing a notice of appearance in these Title III cases; and (j) the parties set forth in

Exhibit 1 to the Proposed Order. A copy of the Motion is also available on the Debtors’ case 

website at https://cases.primeclerk.com/puertorico/.

15. The Debtors submit that, in light of the nature of the relief requested, no other or 

further notice need be given.

No Prior Motion

16. The Debtors have not made any prior motion for the relief sought in this Motion 

to this or any other court.

Remainder of Page Intentionally Left Blank

 3 The “Other Interested Parties” include the following: (i) counsel to certain of the insurers and trustees of the 

bonds issued or guaranteed by the Debtors; and (ii) counsel to certain ad hoc groups of holders of bonds issued 

or guaranteed by the Debtors.

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WHEREFORE, the Debtors respectfully request entry of the Proposed Order in 

the form attached hereto as Exhibit A, retroactively approving the modifications of the Title III 

Stay set forth on Exhibit 1 to the Proposed Order, and granting such other and further relief as

the Court may deem proper. 

Dated: February 20, 2018

San Juan, Puerto Rico

Respectfully submitted, 

/s/ DRAFT 

Martin J. Bienenstock (admitted pro hac vice)

Brian S. Rosen (admitted pro hac vice)

Paul V. Possinger (admitted pro hac vice)

Ehud Barak (admitted pro hac vice)

Maja Zerjal (admitted pro hac vice) 

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight 

and Management Board as Representative 

for the Debtors

/s/ DRAFT 

Hermann D. Bauer

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight 

and Management Board as Representative

for the Debtors

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Exhibit A

Proposed Order

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UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et 

al.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

Re: ECF No. _____

SECOND OMNIBUS ORDER GRANTING RELIEF FROM THE AUTOMATIC STAY

Upon the Debtors’ Second Omnibus Motion Seeking Approval of Stipulations Modifying 

the Automatic Stay (the “Motion”);2 and the Court having found it has subject matter jurisdiction 

over this matter pursuant to PROMESA section 306; and it appearing that venue in this district is 

proper pursuant to PROMESA section 307; and the Court having found that the relief requested 

in the Motion is in the best interests of the Debtors, their creditors, and other parties in interest; 

and the Court having found that the Debtors provided adequate and appropriate notice of the 

Motion under the circumstances and that no other or further notice is required; and the Court 

having reviewed the Motion; and the Court having determined that the legal and factual bases set 

forth in the Motion establish just cause for the relief granted herein; and any objections to the 

 1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last 

four (4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of 

Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); 

(ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last 

Four Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) 

(Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees 

Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17 

BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); and (v) Puerto Rico Electric Power Authority 

(“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747). (Title III case 

numbers are listed as Bankruptcy Case numbers due to software limitations).

2 Capitalized terms used but not otherwise defined herein have the meanings given to them in the Motion.

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relief requested herein having been withdrawn or overruled on the merits; and after due 

deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted as set forth herein. 

2. Pursuant to Bankruptcy Code sections 362(d)(1) and 105(a), made 

applicable to the Title III cases by PROMESA section 301(a), the Title III Stay is modified as set 

forth in the attached Exhibit 1, nunc pro tunc to the dates specified therein.

3. Notwithstanding any applicability of any Federal Rule of Bankruptcy 

Procedure, the terms and conditions of this Order shall be immediately effective and enforceable 

upon its entry.

4. The Court shall retain jurisdiction to hear and determine all matters 

(a) arising from or related to the implementation, enforcement, or interpretation of this Order and 

(b) concerning the execution or enforcement in the Title III cases of any judgment entered in a 

prepetition ordinary course civil action where the Debtors agreed to modify or lift the Title III 

Stay to allow the action to proceed to judgment by the underlying court. 

Dated: _________________

HONORABLE LAURA TAYLOR SWAIN

 UNITED STATES DISTRICT JUDGE

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Exhibit 1

Parties and Actions Granted Modification of the Title III Stay

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