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)

In re:

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY, 

Debtor. 

PROMESA

Title III

No. 17-BK-4780-LTS

JOINT STATUS REPORT OF THE FINANCIAL OVERSIGHT AND MANAGEMENT

BOARD FOR PUERTO RICO AND OTHER PARTIES IN INTEREST

REGARDING CONFIRMATION SCHEDULE

1

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

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

the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits 

of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) 

(Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) Puerto 

Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government 

of the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last 

Four Digits of Federal Tax ID: 9686); (v) Puerto Rico Electric Power Authority (“PREPA”) 

(Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) 

Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-BK-5523-LTS) (Last 

Four Digits of Federal Tax ID: 3801). Title III case numbers are listed as Bankruptcy Case numbers 

due to software limitations.

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To the Honorable United States District Judge Laura Taylor Swain: 

In the Order Concerning Informative Motion of the Financial Oversight and Management 

Board for Puerto Rico Regarding Extension to June 23, 2023 for Certification of 2023 PREPA 

Fiscal Plan [ECF No. 3768] (the “June 23 Order”), the Court directed the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as the sole Title III representative of 

the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”) pursuant to section 315(b) 

of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”),

2 to meet 

and confer with counsel for the objectors to the Modified Second Amended Title III Plan of 

Adjustment of the Puerto Rico Electric Power Authority [ECF No. 3296] (as it may be amended, 

supplemented, or modified, the “Title III Plan”) as soon as practicable after the certification of the 

2023 PREPA Fiscal Plan, and file a joint status report (the “Joint Status Report”) by June 28, 2023 

at 5:00 p.m. (A.S.T.). See June 23 Order at 2. 

After the Oversight Board filed the Informative Motion of the Financial Oversight and 

Management Board for Puerto Rico Listing Primary Amendments to Title III Plan of Adjustment 

in Connection with Certification of 2023 PREPA Fiscal Plan [ECF No. 3793], the Court adjusted 

the status report deadline to June 27, 2023 at 2:00 p.m. (A.S.T.). See Order Concerning 

Informative Motion of the Financial Oversight and Management Board for Puerto Rico Listing 

Primary Amendments to Title III Plan of Adjustment in Connection with Certification of 2023 

PREPA Fiscal Plan and Joint Status Report Concerning Confirmation Proceedings [ECF 3794]

(the “June 24 Order”) at 2.

This Joint Status Report is being submitted by the following: 

(i) The Oversight Board; 

2

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

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(ii) National Public Finance Guarantee Corporation (“National”); 

(iii) The Fuel Line Lenders (“FLL”); 

(iv) The Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”); 

(v) The Ad Hoc Group of PREPA Bondholders (the “Ad Hoc Group”), U.S. Bank 

National Association (the “Trustee”), Assured Guaranty Corp. and Assured 

Guaranty Municipal Corp. (together, “Assured”), Syncora Guarantee Inc. 

(“Syncora,” and collectively with the Ad Hoc Group, Trustee, and Assured, 

“Bondholders”); 

(vi) The Official Committee of Unsecured Creditors (the “Committee”); 

(vii) The Ad Hoc Committee of National Claim Assignees (the “Ad Hoc Committee”);

(viii) Unión de Trabajadores de la Industria Eléctrica y Riego (“UTIER”); 

(ix) Sistema de Retiro de los Empleados de la Autoridad de Energía Eléctrica 

(“SREAEE”); 

(x) Instituto de Competitividad y Sostenibilidad Económica de Puerto Rico (“ICSE”); 

(xi) PV Properties, Inc. (“PV Properties”); and

(xii) Comité Diálogo Ambiental, Inc., El Puente de Williamsburg, Inc.-Enlace de 

Acción Climática, Comité Yabucoeño Pro-Calidad de Vida, Inc., Alianza 

Comunitaria Ambientalista del Sureste, Inc., Sierra Club Puerto Rico, Inc., 

Mayagüezanos por la Salud y el Ambiente, Inc., Coalición de Organizaciones Anti 

Incineración, Inc., and Amigos del Río Guaynabo, Inc. (collectively, the 

“Environmental Advocacy Groups,” and together with Bondholders, UCC, Ad Hoc 

Committee, UTIER, SREAEE, ICSE, and PV Properties, the “Objectors”).

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I. Background 

1. On June 17, 2023, the Oversight Board filed the Informative Motion of the 

Financial Oversight and Management Board for Puerto Rico Regarding Extension to June 23, 

2023 for Certification of 2023 PREPA Fiscal Plan [ECF No. 3767]. Therein, the Oversight Board 

informed the Court it was unable to responsibly certify a fiscal plan for PREPA for fiscal year

2023 (the “2023 PREPA Fiscal Plan”) by its anticipated deadline of June 16, 2023, and committed 

to certifying the 2023 PREPA Fiscal Plan and identifying any necessary amendments to the Title 

III Plan by June 23, 2023. The Oversight Board further committed to upload to the Plan Depository 

the model and other source data supporting the 2023 PREPA Fiscal Plan as soon as they are

available.

2. On June 18, 2023, the Court entered the Order, requiring the Oversight Board to 

meet and confer with counsel for the objectors and file this Joint Status Report. Additionally, the 

Court directed the Oversight Board to meet and confer with counsel for the objectors within 24 

hours of the certification of the 2023 PREPA Fiscal Plan and file an additional status report by 

June 28, 2023, subsequently adjusted to June 27, 2023. 

3. On June 20, 2023, consistent with the Order, counsel for the Oversight Board met 

and conferred with counsel for National, FLL, AAFAF, and the Objectors to discuss whether and 

to what extent upcoming confirmation-related dates should be altered or canceled in advance of 

the issuance of the 2023 PREPA Fiscal Plan and the forthcoming June 28 Status Report. Counsel 

for the Oversight Board informed the Objectors that the Oversight Board (i) anticipated certifying 

PREPA’s 2023 Fiscal Plan on Friday, June 23; (ii) intended, in connection with such certification, 

to describe any changes it anticipated making to its proposed plan of adjustment pursuant to 

PROMESA § 313; and (iii) consistent with prior practice, it may take up to two weeks following 

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any fiscal-plan certification to provide models and data underlying the new fiscal plan to Objectors, 

although the Oversight Board would endeavor to provide the materials faster if possible. 

4. On June 21, 2023, the Oversight Board and other parties in interest filed the Joint

Status Report of the Financial Oversight and Management Board for Puerto Rico and Other 

Parties in Interest Regarding Confirmation Schedule [ECF No. 3781]. Therein, the parties 

informed the Court that, following their meet-and-confer, there was a consensus that there was no 

choice but to request all remaining confirmation-related deadlines be suspended. 

5. Also on June 21, 2023, the Oversight Board filed the Urgent Motion of the

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

Confirmation Deadlines [ECF No. 3782] requesting the Court suspend all confirmation-related 

dates and deadlines, including the dates for the Confirmation Hearing. The Oversight Board 

further stated that, following certification of the 2023 PREPA Fiscal Plan, it would identify 

necessary amendments to the Title III Plan. Id. at 6.

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

[ECF No. 3783] suspending all deadlines established by by the Solicitation Procedures Order,3 the 

Confirmation Procedures Order,4 and the Confirmation Hearing Procedures Order,5 pending 

3 The “Solicitation Procedures Order” is the Order (I) Approving Disclosure Statement, (II) Fixing 

Voting Record Date, (III) Approving Confirmation Hearing Notice and Confirmation Schedule, 

(IV) Approving Solicitation Packages and Distribution Procedures, (V) Approving Forms of

Ballots and Voting and Election Procedures, (VI) Approving Notice of Non-Voting Status, (VII)

Fixing Voting, Election, and Confirmation Deadlines, and (VIII) Approving Vote Tabulation

Procedures [ECF No. 3304].

4 The “Confirmation Procedures Order” is the Third Amended and Restated Order Establishing, 

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

Discovery in Connection Therewith [ECF No. 3565]. 

5 The “Confirmation Hearing Procedures Order” is the Amended Order Regarding Procedures for 

Hearing on Confirmation of PREPA Plan of Adjustment [ECF No. 3759]. 

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further order of the Court.

7. On June 23, 2023, the Oversight Board certified the 2023 PREPA Fiscal Plan.

8. Also on June 23, 2023, the Oversight Board filed the Informative Motion of the

Financial Oversight and Management Board for Puerto Rico Listing Primary Amendments to Title 

III Plan of Adjustment in Connection with Certification of 2023 PREPA Fiscal Plan [ECF No. 

3793]. Therein, the Oversight Board outlined certain amendments to the Title III Plan for it to be 

consistent with the certified 2023 PREPA Fiscal Plan and committed to certifying and submitting 

a Third Amended PREPA plan of adjustment on or before July 14, 2023. 

9. On June 24, 2023, the Court entered the June 24 Order, adjusting the June 28 status

report deadline to June 27, 2023 at 2:00 p.m. and ordering the parties to “set forth [their] respective 

views on the appropriate timetable and any necessary discovery and other proceedings in advance 

of a hearing on confirmation of the proposed Third Amended Plan of Adjustment described in the 

Informative Motion.” June 24 Order at 2. 

II. Parties’ Positions6

Oversight Board’s Statement:

10. The Oversight Board is proposing a schedule that allows for necessary additional

discovery and related proceedings to the extent required by the modifications it is making to 

PREPA’s currently proposed plan of adjustment. The Oversight Board submits all additional 

discovery should be limited to the modifications. Its proposed schedule allows for a confirmation 

hearing to commence mid-October 2023. The Oversight Board shared a draft of the proposed 

6

 As of the filing of this Joint Status Report, counsel for the Oversight Board had not received 

notice from counsel for UTIER, SREAEE, or the Environmental Advocacy Groups as to whether 

they had a statement they wished to include. PV Properties and ICSE stated that they did not 

have a statement.

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schedule with the parties in interest on Monday, June 26, 2023. Attached hereto as Exhibit 1 is 

the Oversight Board’s proposed confirmation schedule. Attached hereto as Exhibit 2 is the parties’ 

correspondence from June 26 at 12:30 p.m. through June 27 at 1:01 p.m., which sets forth the 

parties’ positions as to issues pertaining to scheduling matters. 

11. At 1:36 pm, the Board received the bondholders’ position below. Pursuant to

PROMESA section 313, the plan proponent, as of right, can modify a plan at any time before 

confirmation. The Court did not deprive the Board of that right. The Bondholders have been 

determined to have only unsecured claims, other than in respect of cash safely held in special 

funds. Accordingly, Bankruptcy Code section 362(e) does not apply because there is no stay of 

acts against property. The Bondholders’ request to prosecute a stay relief motion is a request to 

prosecute an unsecured claim to the prejudice of all other unsecured claims. The Bondholders’ 

request to prosecute a motion to dismiss the Title III case, when a confirmation hearing will take

place in a few months, simply makes no sense. Such a motion fails on its face. The Bondholders’ 

request to prosecute their appeal can lead to the bondholders having no unsecured claim. In any 

event, there is no reason to delay confirmation whether the appeal goes forward or not. The 

Bondholders know the plan amendments provide less for non-settling bondholders. That class will 

reject again. Nevertheless, if the Court desires resolicitation, it can be done during the currently 

proposed schedule, and should not delay the confirmation hearing. 

Bondholders’ Statement:

1. Bondholders have not even seen the proposed plan or its underlying models, and as

a matter of due process they should not be required to agree to a new confirmation schedule for a 

plan they know next to nothing about. The Oversight Board has provided only “summary 

descriptions” of amendments it believes are required to the plan, and even those “are preliminary 

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and subject to change” until the amended plan is filed on July 14. ECF No. 3793 at 7 n.15. Instead, 

the Oversight Board has emphasized the setting of dates for each step of the process, which 

although important and addressed further below, elides the main issue: No new confirmation 

schedule should be set at this time. At a minimum, the confirmation process should be put on 

pause to permit an appeal of the Court’s adjudication and disposition of the adversary proceeding, 

the outcome of which remains the “gating issue” for developing a confirmable plan of adjustment. 

Bondholders were previously denied the opportunity to interlocutory appeal of the Court’s 

summary judgment decision, but yesterday’s order disposing of the allowed amount of 

Bondholders’ Unsecured Net Revenue Claim leaves pending only a handful of discrete matters 

which can be resolved promptly. The Court should first resolve those discrete pending issues so 

that Bondholders can exercise their appellate rights; not doing so risks wasting valuable time and 

resources on confirming a plan that may require substantial changes that make it unconfirmable. 

2. Even if the Court wishes to grant the Oversight Board the right to file and prosecute

a new plan, in contravention of the existing order, the Court should set a schedule that affords the 

First Circuit a reasonable period of time to review the disposition of the adversary proceeding 

which would promote judicial economy and ensure due process and fundamental fairness of the 

adversarial system. With respect to the latter, the Oversight Board abandoned its plan of 

adjustment, for which discovery was complete, votes solicited, and even final objections had been 

filed. The Bondholders did not cause this situation; they adhered in good faith to the process 

imposed by the Court and reasonably and legitimately expected those efforts would not be in vain. 

To the extent the Court denies Bondholders’ request to pause these proceedings pending appeal 

and instead grants the Oversight Board the opportunity to pursue a new plan of adjustment, the 

schedule must build in time to seek approval of a new disclosure statement and for re-solicitation, 

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both of which are statutorily required. Bondholders also submit that the process to date has 

unfairly prejudiced their right to proceed with their motion to dismiss or lift the automatic stay, 

which was filed in September 2022. To the extent the Title III confirmation process is not paused 

to permit the First Circuit to review the “gating issues” decided in the adversary proceeding against 

Bondholders, then at the very least the Court’s stay in respect of Bondholders’ motion filed nine 

months ago should be lifted so each side’s request for judicial relief can progress in parallel, in the 

event the Oversight Board cannot meet the requirements to confirm its new amended plan. As set 

forth more fully below, confirmation should not proceed at this time.

3. First, due to the Oversight Board’s inability to confirm a plan on the schedule set 

by the Court (despite the Court’s admonition last year that a plan must be realistically confirmable 

and not a mere placeholder), Bondholders should be permitted to move forward with their own 

request for judicial relief, filed last September, after five years of delays and the Oversight Board’s 

abandonment of the 2019 RSA, seeking dismissal or lifting of the automatic stay. ECF No. 2973. 

That is the only outcome consistent with this Court’s prior order and fairness to both sides. The 

Court stayed Bondholders’ motion “until the earlier of (i) the day after the deadline set by the 

Court for filing a proposed plan of adjustment and related materials, or if such plan deadline is not 

met, (ii) the termination of the plan confirmation process.” ECF No. 3013 at 4. The Oversight 

Board filed a plan (over which they had discretion on how to formulate), and the parties undertook 

three months of costly discovery on that plan, only for the Oversight Board to announce last week 

that it wants to start over, even though Puerto Rico’s economy has continued to improve. 

4. It is fundamental in bankruptcy cases that debtors not be allowed to linger for years 

while creditors are frozen out by the automatic stay, and while the debtor continues to breach its 

agreements and to selectively pay some creditors but not others and to encumber the debtor with 

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new liabilities, all with no court oversight. The Oversight Board has shown it is unable to 

prosecute this case by proposing a confirmable plan, even after the Court cautioned the Oversight 

Board that if that plan could not be confirmed, then “the risk of dismissal is, frankly, higher than 

the likelihood [the Court] w[ould] be willing to afford the Board years, and hundreds of millions 

of additional dollars, to experiment with the development of another take-it-or-leave-it-plan 

strategy.” 5/8/23 Hr’g Tr. 14. Bondholders therefore intend to file a motion for the Court to lift 

the litigation stay on their motion to dismiss or lift the automatic stay, and to file a renewed motion 

to lift the automatic stay. They also intend to ask the Court to hold a hearing on their requests 

within 30 days of their motion, as required by Section 362(e) of the Bankruptcy Code. And, in the 

meantime and until these motions on the continued viability of this case are decided, no 

confirmation schedule should be established. The Oversight Board has stated that it opposes 

Bondholders’ request for relief, except that it would agree to expedited consideration of a challenge 

to the constitutionality of Title III under the uniformity requirement of the Bankruptcy Clause. 

5. Second, if this case is not dismissed, then confirmation proceedings should be put 

on hold pending appeal of the decisions in the adversary proceeding. In the last three months, this 

Court has issued two unprecedented rulings in the adversary proceeding: The first, the Summary 

Judgment Order, stripped Bondholders of substantially all of their collateral and denied they even 

had a right to be paid the amounts loaned. And the second, the Claim Estimation Order, reduced 

the unsecured amount owed Bondholders by over 75% of what was loaned. These rulings, if 

allowed to stand, would materially alter and impair the rights of the holders of the revenue bonds 

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in this case and strip this debtor of access to collateral—prospective revenue streams—that they 

have historically relied upon to support their financing needs. 

6. Given the significance of these rulings to this case, they should be reviewed now. 

If reversed, the PREPA’s contemplated plan would likely be unconfirmable. As the Oversight 

Board conceded in its Disclosure Statement, if the First Circuit holds that Bondholders’ liens 

extend to PREPA’s revenues and those revenues are found to have a greater value than the value 

of Series B bonds in the Plan, the Plan may be unconfirmable. ECF No. 3297 at 352. Further, so 

long as these orders are subject to the appeal, the plan cannot go effective and begin making 

distributions, unless PREPA is required to keep a reserve of all recoveries. 

7. Bondholders intend to appeal from these rulings and to promptly seek expedited 

review. To the extent the Court is not inclined to permit interlocutory review, the Court should 

promptly resolve the pending motion to dismiss the counterclaims and set a firm, short deadline 

for the disposition of the outstanding lien perfection issues. And to facilitate a proper and efficient 

resolution of these matters, this Court should defer setting a new confirmation schedule on a new 

plan that has yet to be filed n until after the First Circuit has ruled on the request for expedited 

review. Once the appellate schedule is known, this Court can then assess the best way to 

harmonize the proceedings before it with those that will soon be before the First Circuit. In the 

alternative, the Court should require that any new plan preserve Bondholders’ appellate rights as 

of its effective date that cannot be waived by the Board. It would also afford Bondholders and 

other interested parties an opportunity to review what the new plan provides, and what is contained 

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in the underlying data (or new judgments based on that data) to help inform the scope of discovery 

and experts that may be needed. 

8. Third, the Oversight Board is statutorily be required to file a new disclosure 

statement and to re-solicit votes with respect to any materially modified plan. The Board originally 

contended that it is not required to obtain approval of an updated disclosure statement or re-solicit 

votes because the only creditors adversely affected by the new plan will be rejecting classes. See

ECF No. 3793 ¶ 28. That is not true: For example, the proposed modifications adversely alter the 

Series B Bonds by extending their weighted average life, see id. ¶ 22, and thus materially affect

the rights of even formerly accepting creditors, such as the Settling Bondholders class. Upon 

raising this issue with the Oversight Board, it has now recognized today that it needs to “examin[e] 

the point.”

9. In any event, the Bankruptcy Code is clear that “[t]he proponent of a modification 

shall comply with section 1125 of this title,” requiring court approval of a disclosure statement 

and solicitation of votes by means of that disclosure statement, “with respect to the plan as 

modified.” 11 U.S.C. § 1127(c). Furthermore, Federal Rule of Bankruptcy Procedure 3019(a) 

does not permit deemed acceptance of a modified plan where that plan includes changes adverse 

to “any” creditor who has not accepted such modifications, expressly providing that only “[i]f the 

court finds after hearing . . . that the proposed modification does not adversely change the treatment 

of the claim of any creditor . . . who has not accepted in writing the modification” shall the plan 

“be deemed accepted by all creditors . . . who have previously accepted the plan.” Fed. R. Bankr. 

P. 3019(a) (emphasis added); see, e.g., In re America-CV Station Group, Inc., 56 F.4th 1302, 1309 

(11th Cir. 2023) (“interest holders that previously rejected (or did not vote for) a reorganization 

plan are still entitled to additional disclosure and voting if the treatment of their interests is 

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materially and adversely affected by a modification.”). Consequently, the Oversight Board’s 

presumption that Bondholders and other objecting creditors would vote against the Modified Plan 

does not excuse the Board’s compliance with §§ 1125 and 1127(c). Any revised schedule should 

account for this required process to move forward. At the very least, after expedited motion 

practice, the Court should issue a decision on whether the Board or Bondholders are correct on 

this legal issue following the filing of a new Plan of Adjustment.

10. If the Court nonetheless decides to proceed with establishing a confirmation 

schedule as the Oversight Board contemplates, the Oversight Board’s proposed schedule should 

not be accepted as proposed. The Oversight Board’s proposed schedule is unfairly compressed. 

That is particularly so with respect to its timing for new expert reports, given that Oversight Board 

has not produced its data and models, that in the past its productions have been slow and 

incomplete, and given that it will not file a plan until the middle of July. To remedy these timing 

issues, Bondholders, joined by the Committee, proposed a slightly modified and more realistic 

confirmation schedule to the Oversight Board, which rejected these modifications without any 

discussion. Accordingly, Bondholders and the Committee ask the Court to adopt their alternative 

schedule. A clean version of the schedule is attached as Exhibit 3-A and a redline against the 

Oversight Board’s proposal is attached as Exhibit 3-B.

11. First, as just noted, the Oversight Board’s proposed schedule leaves too little time 

for Bondholders’ experts to analyze the Oversight Board’s new model, data, and plan that have 

not even been disclosed yet, and then to prepare opening and rebuttal reports. We know from 

experience that these are extraordinarily complex models, replete with embedded assumptions and 

data used based on instructions from counsel, and that the Board will not accompany them with 

the customary expert reports to explain their operation and bases. There are also a number of other 

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specific deadlines that do not accommodate the reality that there will be scheduling challenges 

with both sides’ witnesses in the last two weeks of August, and that in some instances the Oversight 

Board provides far too little time for briefing or other steps in the confirmation process. The 

schedule also contains other unfair anomalies. For example, the Oversight Board’s proposed 

schedule would have the parties’ document requests due only three days after it files its new plan, 

its deadline for deposition notices before expert rebuttal witnesses are even identified, and it 

provides objectors only two days to respond to the Oversight Board’s proposed findings of fact 

and conclusions of law. Bondholders’ proposed modifications to the schedule to make it more 

manageable and logical, but the Oversight Board rejected it out of hand.

12. Second, Bondholders ask that the Court hold a hearing on and decide the Oversight 

Board’s Motion in Limine to Exclude Evidence Challenging Oversight Board’s Certification 

Determinations [ECF No. 3581] before discovery begins in earnest. The Oversight Board has 

argued that Bondholders (and the Committee) are not permitted to challenge its economic models. 

That position is wrong, not least because it in essence eliminates the Court’s role in the Title III 

process. But either way, the outcome of the motion would bear on the scope of expert discovery, 

and it would benefit all sides for the issues to be decided before the parties are deep into discovery. 

13. Third, Bondholders object to the Oversight Board’s attempts to limit discovery to 

“changes in the Third Amended POA” or to limit depositions to three hours. The parties will 

engage in discovery in good faith and focus on additional discovery made necessary by the 

Oversight Board’s new fiscal plan and amended plan of adjustment, rather than retreading past 

discovery, which is in no one’s interest. But Bondholders do not even know the parameters of the 

plan or the underlying analyses, so they should not have their discovery limited as the Oversight 

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wasting disputes about what falls within the scope of this additional discovery period. And, with 

respect to the deposition time period, there are many parties in this case, and three hours will be 

too short to accommodate them. 

14. Fourth, Bondholders request that the parties be required to file amended witness 

lists, expert disclosures, and expert reports, rather than “supplemental” materials as the Oversight 

Board proposes. With respect to the lists and disclosures, amending the previous disclosures, 

rather than just identifying new witnesses or disclosures, will avoid potential confusion about 

which disclosures from the previous round of confirmation discovery apply to this new 

confirmation discovery period. The Oversight Board appears to agree at least with respect to 

witness lists. Likewise, the current expert reports are replete with discussions of the 2022 fiscal 

plan and the old plan of adjustment; it simply doesn’t make sense just to supplement them to try 

to address whatever is “new.” Full new reports should be served to provide clarity to the record. 

The Oversight Board’s position on this is unclear. 

Committee’s Statement: 

A. Request to Defer Establishment of a Plan Confirmation Schedule or, 

Alternatively, Tentative Adoption of the Bondholders’ Proposed Schedule

15. The Committee is of the view that it would be more efficient to consider what 

constitutes an appropriate schedule for confirmation only after the Court and the parties in interest

have had an opportunity to review all of the models and factual source material underlying the 

2023 PREPA Fiscal Plan, which the Oversight Board has committed to provide by June 30, 2023. 

In the Committee’s opinion, these materials are necessary for the Committee to have a full 

understanding of the tasks ahead of it, and provide a clearer projection for the timeline in which 

the associated work may reasonably be accomplished in coordination with its expert(s) and 

advisors. Alternatively, to the extent the Court proceeds with issuing a schedule prior to filing of 

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the “Amended ... Plan of Adjustment,” the Committee then joins the schedule proposed by the 

Bondholders (with certain exceptions noted below). The timeline proposed by the Oversight 

Board is too rapid and unfeasible, particularly given the unanticipated disruption of the prior 

schedule and need for additional work to continue many months past the earlier conclusion of the 

plan confirmation process. 

16. As an example of the substantial additional work that must now be undertaken 

because of the forthcoming Amended Plan of Adjustment, the Committee now anticipates 

submitting at least one opening expert report (e.g., of Julia Frayer of London Economics). The 

Committee did not anticipate the need for Ms. Frayer to prepare a full expert analysis and report, 

and Ms. Frayer is in the process of rearranging other professional commitments and obligations to 

accommodate the unforeseen work that is now required due to the Oversight Board’s abandonment 

of the Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority [ECF No. 3296] (the “Previous Plan”). 

B. The Committee’s Forthcoming Opposition to Debtor’s Motion in Limine to 

Exclude Evidence Challenging Oversight Board’s Certification Determinations

17. Given the nature of the Previous Plan the Oversight Board has now abandoned, the 

Committee previously did not submit a full Opposition to Debtor’s Motion in Limine to Exclude 

Evidence Challenging Oversight Board’s Certification [ECF No. 3581]. Instead, the Committee 

served a reservation of rights [ECF No. 3736], which expressly stated “to the extent the [Previous 

Plan] is further modified or amended ... the Committee respectfully requests an opportunity to be 

heard on the issues raised within [that Motion] thereafter.” Given the significant changes the 

Oversight Board is making to the Previous Plan, the Committee intends to submit a full Opposition 

to this Motion and asks the Court allow that to be filed by July 24, 2023. 

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18. The Committee takes no position on when any hearing on this Motion in Limine 

should be held, leaving this scheduling matter to the Court’s discretion. The Committee, however, 

does intend to appear and be heard at any hearing the Court may schedule on this issue. 

C. The Committee Currently Takes No Position on Re-Solicitation and Reserves 

All Other Rights

19. The Committee notes the Bondholders’ schedule implicitly provides for resolicitation insofar as it included milestones for vote tabulation. The Committee needs to examine 

the Oversight Board’s Amended Plan of Adjustment and certain authority cited by the Bondholders 

before it may conclusively assess whether re-solicitation is required. 

20. To the extent any party in interest pursues a motion to dismiss and/or lift the 

automatic stay, the Committee will oppose and expressly reserves all rights with respect to same. 

UTIER and SREAEE’s Statement: 

21. XXX

AAFAF’s Statement: 

22. AAFAF supports the Oversight Board’s proposed plan of adjustment confirmation 

schedule, given its belief that an affordable, sustainable, and feasible PREPA Title III restructuring 

must be accomplished as soon as possible. AAFAF reserves all rights with respect to any amended 

plan of adjustment and its path forward. 

Ad Hoc Committee’s Statement: 

23. The Ad Hoc Committee supports the schedule proposed by the Bondholders in 

connection with confirmation of the amended plan of adjustment to be filed by the Board. The Ad 

Hoc Committee makes no other statements at this time except to reserve all of its rights in 

connection with the Title III Cases.

National’s Statement: 

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24. National has no objection to the Oversight Board’s proposed confirmation 

schedule. 

FLL’s Statement: 

25. The Fuel Line Lenders do not object to the Board’s proposed schedule and object 

to delaying confirmation to November. The Fuel Line Lenders reserve all rights with respect to 

any proposed plan modifications. 

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Dated: June 27, 2023

New York, New York

Respectfully submitted,

/s/ Margaret A. Dale 

Martin J. Bienenstock 

Paul V. Possinger 

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Julia D. Alonzo

Laura Stafford

(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 

PREPA

/s/ Hermann D. Bauer 

Hermann D. Bauer

USDC No. 215205 

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800 

San Juan, PR 00918-1813 

Tel: (787) 764-8181 

Fax: (787) 753-8944 

Co-Attorneys for the Financial 

Oversight and Management Board, as 

representative for PREPA

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O’MELVENY & MYERS LLP

/s/ Maria J. DiConza 

John J. Rapisardi 

Maria J. DiConza

(Admitted Pro Hac Vice) 

Gabriel L. Olivera

USDC No. 303314

7 Times Square 

New York, NY 10036 

Telephone: (212) 326-2000 

Facsimile: (212) 326-2061 

Email: jrapisardi@omm.com 

mdiconza@omm.com 

golivera@omm.com 

-andPeter Friedman

(Admitted Pro Hac Vice) 

1625 Eye Street, NW 

Washington, DC 20006 

Telephone: (202) 383-5300 

Facsimile: (202) 383-5414 

Email: pfriedman@omm.com 

-andElizabeth L. McKeen

Ashley M. Pavel 

(Admitted Pro Hac Vice) 

610 Newport Center Drive, 17th Floor 

Newport Beach, CA 92660 

Telephone: (949) 823-6900 

Facsimile: (949) 823-6994 

Email: emckeen@omm.com

apavel@omm.com 

Attorneys for the Puerto Rico Fiscal Agency 

and Financial Advisory Authority

MARINI PIETRANTONI MUÑIZ LLC

/s/ Luis C. Marini-Biaggi 

Luis C. Marini-Biaggi 

USDC No. 222301 

Carolina Velaz-Rivero

USDC No. 300913 

250 Ponce de León Ave., Suite 900 

San Juan, Puerto Rico 00918 

Telephone: (787) 705-2171 

Facsimile: (787) 936-7494 

Attorneys for the Puerto Rico Fiscal Agency 

and Financial Advisory Authority 

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WEIL, GOTSHAL & MANGES LLP

By: /s/ Robert Berezin 

Matthew S. Barr (admitted pro hac vice) 

Jonathan Polkes (admitted pro hac vice) 

Robert Berezin (admitted pro hac vice) 

767 Fifth Avenue 

New York, New York 10153 

Telephone: (212) 310-8000 

Facsimile: (212) 310-8007 

Email: matt.barr@weil.com

jonathan.polkes@weil.com 

robert.berezin@weil.com 

Gabriel A. Morgan (admitted pro hac vice) 

700 Louisiana Street, Suite 1700 

Houston, TX 77002 

Telephone: (713) 546-5000 

Facsimile: (713) 224-9511 

Email: gabriel.morgan@weil.com

Attorneys for National Public Finance 

Guarantee Corporation

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/s/ Nayuan Zouairabani 

Nayuan Zouairabani 

USDC-PR No. 226411 

MCCONNELL VALDÉS LLC

270 Muñoz Rivera Avenue, Suite 7 

Hato Rey, Puerto Rico 00918 

P.O. Box 364225 

San Juan, Puerto Rico 00936-4225 

Telephone: (787) 250-5604 

Facsimile: (787) 759-9225 

Email: nzt@mcvpr.com

/s/ Amy R. Wolf

Richard G. Mason (admitted pro hac vice)

Amy R. Wolf (admitted pro hac vice) 

Emil A. Kleinhaus (admitted pro hac vice) 

Angela K. Herring (admitted pro hac vice) 

Michael H. Cassel (admitted pro hac vice) 

WACHTELL, LIPTON, ROSEN & KATZ

51 West 52nd Street 

New York, New York 10019 

Telephone: (212) 403-1000 

Facsimile: (212) 403-2000 

Email: rgmason@wlrk.com

 arwolf@wlrk.com

 eakleinhaus@wlrk.com

akherring@wlrk.com

mhcassel@wlrk.com

Attorneys for Cortland Capital Market Services LLC, as Administrative Agent

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CÓRDOVA & DICK, LLC

/s/ Brian M. Dick Biascoechea____ 

Brian M. Dick Biascoechea

#403 Calle 12 de Octubre 

Urb. El Vedado 

San Juan, PR 00918 

P.O. Box 194021 

San Juan, PR 00919-4021 

Telephone: (787) 452-6425 

USDC No.: 230,903 

bmd@bmdcounselors.com 

 

Local Counsel to the Ad Hoc Committee 

of National Claim Assignees 

SHEPPARD MULLIN RICHTER & HAMPTON LLP

/s/ Lawrence A. Larose

Lawrence A. Larose (admitted pro hac vice) 

Benjamin O. Gilbert (admitted pro hac vice)

30 Rockefeller Plaza

New York, New York 10112 

Telephone: (212) 896-0627 

Facsimile: (917) 438-6197 

Email: llarose@sheppardmullin.com

 bogilbert@sheppardmullin.com 

 

Counsel to the Ad Hoc Committee of National Claim 

Assignees

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TORO COLÓN MULLET P.S.C.

/s/ Manuel Fernández-Bared 

Manuel Fernández-Bared

USDC-PR No. 204,204 

P.O. Box 195383 

San Juan, PR 00919-5383 

Tel.: (787) 751-8999 

Fax: (787) 763-7760 

E-mail: mfb@tcm.law

/s/ Linette Figueroa-Torres

Linette Figueroa-Torres

USDC-PR No. 227,104 

E-mail: lft@tcm.law

/s/ Nayda Perez-Roman 

Nayda Perez-Roman

USDC–PR No. 300,208 

E-mail: nperez@tcm.law

Counsel for the Ad Hoc Group of PREPA 

Bondholders 

KRAMER LEVIN 

NAFTALIS & FRANKEL LLP

/s/ Amy Caton

Amy Caton* 

Thomas Moers Mayer* 

Alice J. Byowitz*

1177 Avenue of the Americas

New York, New York 10036 

Tel.: (212) 715-9100 

Fax: (212) 715-8000 

Email: acaton@kramerlevin.com

tmayer@kramerlevin.com

abyowitz@kramerlevin.com 

Gary A. Orseck*

Matthew M. Madden* 

2000 K Street NW, 4th Floor 

Washington, DC 20006 

Tel: (202) 775-4500 

Fax: (202) 775-4510 

Email: gorseck@kramerlevin.com

 mmadden@kramerlevin.com 

*Admitted Pro Hac Vice 

Counsel for the Ad Hoc Group of PREPA 

Bondholders

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CASELLAS ALCOVER & BURGOS P.S.C.

By: /s/ Heriberto Burgos Pérez 

Heriberto Burgos Pérez 

USDC-PR No. 204,809 

Ricardo F. Casellas-Sánchez

USDC-PR No. 203,114 

Diana Pérez-Seda

USDC–PR No. 232,014 

P.O. Box 364924 

San Juan, PR 00936-4924 

Tel.: (787) 756-1400 

Fax: (787) 756-1401 

E-mail: hburgos@cabprlaw.com 

 rcasellas@cabprlaw.com

 dperez@cabprlaw.com 

Counsel for Assured Guaranty Corp. and Assured 

Guaranty Municipal Corp. 

CADWALADER, WICKERSHAM & 

TAFT LLP

By: /s/ William J. Natbony 

Howard R. Hawkins, Jr.* 

Mark C. Ellenberg* 

Casey J. Servais* 

William J. Natbony*

Thomas J. Curtin* 

200 Liberty Street 

New York, New York 10281 

Tel.: (212) 504-6000 

Fax: (212) 406-6666 

Email: howard.hawkins@cwt.com 

 mark.ellenberg@cwt.com 

 casey.servais@cwt.com

 bill.natbony@cwt.com 

 thomas.curtin@cwt.com 

 

*Admitted Pro Hac Vice 

Counsel for Assured Guaranty Corp. and 

Assured Guaranty Municipal Corp. 

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REICHARD & ESCALERA, LLC

By: /s/ Rafael Escalara 

Rafael Escalara 

USDC-PR No. 122,609 

/s/ Sylvia M. Arizmendi 

Sylvia M. Arizmendi 

USDC-PR No. 210,714 

/s/ Carlos R. Rivera-Ortiz 

Carlos R. Rivera-Ortiz

USDC–PR No. 303,409 

255 Ponce de León Avenue 

MCS Plaza, 10th Floor 

San Juan, PR 00917-1913 

Tel.: (787) 777-8888 

Fax: (787) 765-4225 

E-mail: escalara@reichardescalera.com 

 arizmendis@reichardescalera.com

 riverac@reichardescalera.com

 

Counsel for Syncora Guarantee, Inc. 

QUINN EMANUEL URQUHART & 

SULLIVAN, LLP

By: /s/ Susheel Kirpalani 

Susheel Kirpalani*

Daniel Salinas

USDC-PR No. 224,006 

Eric Kay*

51 Madison Avenue, 22nd Floor 

New York, New York 10010-1603 

Tel.: (212) 849-7000 

Fax: (212) 849-7100 

Email: susheelkirpalani@quinnemanuel.com 

 danielsalias@quinnemanuel.com 

 erickay@quinnemanuel.com 

* Admitted Pro Hac Vice 

Counsel for Syncora Guarantee, Inc. 

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RIVERA, TULLA & FERRER LLC

/s/ Eric A. Tulla 

Eric A. Tulla

USDC-DPR No. 118313 

Email: etulla@riveratulla.com

Rivera Tulla & Ferrer Building

50 Quisqueya Street 

San Juan, PR 00917-1212 

Tel: (787)753-0438 

Fax: (787)767-5784 

Counsel for U.S. Bank National 

Association, in its Capacity as the PREPA 

Bond Trustee

MASLON LLP

/s/ Clark T. Whitmore 

Clark T. Whitmore* 

Michael C. McCarthy* 

John Duffey* 

Jason M. Reed* 

90 South Seventh Street, Suite 3300 

Minneapolis, MN 55402 

Tel.: (612) 672-8200 

Fax: (612) 672-8397 

Email: clark.whitmore@maslon.com 

mike.mccarthy@maslon.com 

john.duffey@maslon.com 

jason.reed@maslon.com 

* Admitted Pro Hac Vice 

Counsel for U.S. Bank National 

Association, in its Capacity as the 

PREPA Bond Trustee

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/s/ Luc A. Despins 

PAUL HASTINGS LLP

Luc A. Despins, Esq. (Pro Hac Vice) 

Nicholas A. Bassett, Esq. (Pro Hac Vice)

G. Alexander Bongartz, Esq. (Pro Hac Vice) 

200 Park Avenue 

New York, New York 10166 

Telephone: (212) 318-6000 

lucdespins@paulhastings.com 

nicholasbassett@paulhastings.com 

alexbongartz@paulhastings.com 

Counsel to the Official Committee of Unsecured 

Creditors 

- and - 

/s/ Juan J. Casillas Ayala 

CASILLAS, SANTIAGO & TORRES LLC

Juan J. Casillas Ayala, Esq. (USDC - PR 218312) 

Israel Fernández Rodríguez, Esq. (USDC - PR 

225004) 

Juan C. Nieves González, Esq. (USDC - PR 231707) 

Cristina B. Fernández Niggemann, Esq. (USDC - PR 

306008) 

PO Box 195075 

San Juan, PR 00919-5075 

Tel.: (787) 523-3434 

Fax: (787) 523-3433 

jcasillas@cstlawpr.com 

ifernandez@cstlawpr.com 

jnieves@cstlawpr.com 

cfernandez@cstlawpr.com 

Local Counsel to the Official Committee of 

Unsecured Creditors 

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CERTIFICATE OF SERVICE

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

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

CM/ECF participants in this case. 

/s/ Hermann D. Bauer

Hermann D. Bauer 

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