Presentment Date: March 15, 2018

Objection Date: March 14, 2018 at 5:00 p.m. (AST).

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

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

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

NOTICE OF PRESENTMENT OF ORDER RESOLVING

THE MOTION OF THE PBA FUNDS FOR PAYMENT OF RENT

PLEASE TAKE NOTICE that upon the Motion of the PBA Funds for the 

Payment of Rent [ECF No. 2501] (the “Motion”) the Debtors, by and through the 

Financial Oversight and Management Board for Puerto Rico, as the Debtors’ 

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

Economic Stability Act (“PROMESA”),2 will present the amended proposed order, 

attached as Exhibit A (the “Amended Proposed Order”), to the Honorable Laura Taylor 

 

1 The Debtors in the jointly-administered Title III cases, along with each Debtor’s respective 

Title III case number listed as a bankruptcy case number due to software limitations 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) 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); 

(iv) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 

BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); 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

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

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Swain, United States District Judge, sitting in the United States District Court for the 

District of Puerto Rico, Courtroom 3 of the United States District Court for the District of 

Puerto Rico, U.S. Courthouse, 150 Chardón Avenue, San Juan, P.R. 00918-7095 for 

signature on March 15, 2018.

PLEASE TAKE FURTHER NOTICE that unless a written objection to the 

Amended Proposed Order (“Objection”) is filed with the Court no later than 5:00 p.m. 

(AST) on March 14, 2018, no hearing will be held and the Amended Proposed Order may 

be signed.

PLEASE TAKE FURTHER NOTICE that copies of the Motion, the Amended

Proposed Order, and all documents filed in these title III cases are available (a) free of 

charge by visiting https://cases.primeclerk.com/puertorico or by calling +1 (844) 822-

9231, and (b) on the Court’s website at http://www.prd.uscourts.gov, subject to the 

procedures and fees set forth therein.

Dated: March 8, 2018

San Juan, Puerto Rico

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (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/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

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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

Amended Proposed Order

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

ORDER RESOLVING THE MOTION OF THE PBA FUNDS 

FOR THE PAYMENT OF RENT

Upon the motion (the “Motion”) 2 of the PBA Funds for the entry of an order (the “Order”):

(a) directing the Debtors to (i) satisfy all outstanding postpetition rental obligations arising under 

the PBA Leases and (ii) timely perform all such obligations until the PBA Leases are assumed or 

rejected; or (b) in the alternative, granting the PBA an allowed claim entitled to administrative 

expense priority pursuant to Bankruptcy Code sections 365(d)(3), 503(b), and 507(a)(2) and 

PROMESA section 301(a); and the Court having jurisdiction to consider the Motion and the relief 

requested therein in accordance with PROMESA section 306(a); and venue being proper in this 

district pursuant to PROMESA section 307(a); and the Court determining that notice was proper 

in this matter; and upon consideration of the arguments and evidence submitted in connection with

1 The Debtors in these title III cases, along with the last four digits of each Debtor’s federal tax identification number, 

are the (i) Commonwealth of Puerto Rico (No. 17-BK-3283-LTS) (3481); (ii) Employees Retirement System of the 

Government of the Commonwealth of Puerto Rico (No. 17-BK-3566-LTS) (9686); (iii) Puerto Rico Highways and 

Transportation Authority (No. 17-BK-3567-LTS) (3808); (iv) Puerto Rico Sales Tax Financing Corporation 

(No. 17-BK-3284-LTS) (8474); and (v) Puerto Rico Electric Power Authority (No. 17-BK-4780-LTS) (3747).

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the 

Motion.

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO,

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the Motion; and any objections to the relief requested herein having been resolved, 

withdrawn, or overruled on the merits, it is HEREBY ORDERED THAT:

1. The Motion is resolved as follows.

2. Unless and to the extent the PBA Leases are subsequently adjudged 

not to be leases for purposes of Bankruptcy Code section 365(d)(3) and subject to 

paragraph 3 below, the PBA shall have allowed administrative priority claims 

against the Debtors with respect to unpaid rent accruing under any leases of 

nonresidential real property from and after each Debtors’ respective petition date, 

pursuant to Bankruptcy Code 365(d)(3), 503(b), and 507(a)(2) (including, for the 

avoidance of doubt, any amounts due from the Commonwealth’s agencies and 

departments) arising under PBA Leases currently due and owing to the PBA, 

which shall continue to accrue, but not require payment absent further court order,

until each such PBA Lease is either assumed or rejected by the applicable Debtor 

(collectively, the “Administrative Rent Claims”). The Debtors shall provide five 

(5) business days’ advance written notice to the Movants and parties that joined 

issue herein of any compromise or settlement of any Administrative Rent Claim 

they intend to sign.

3. Any and all Administrative Rent Claims and their allowance or 

disallowance shall remain subject to all rights, claims, defenses, and setoffs 

available to each Debtor, as applicable, and the Debtors and the Official Committee 

of Unsecured Creditors retain all rights to assert objections or defenses to the 

Administrative Rent Claims, provided, however, the Debtors shall not be entitled to 

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assert that any of the Administrative Rent Claims have been waived as not timely

asserted. For the avoidance of doubt, the issues of whether the PBA Leases are 

“true leases” entitled to treatment under section 365(d)(3) of the Bankruptcy Code, 

the validity or enforceability of the PBA bonds or PBA guarantees, and whether a 

debtor-guarantor who is not the tenant under the subject lease is subject to the 

performance obligations of section 365(d)(3), are expressly preserved.

4. The Debtors, AAFAF, and the Oversight Board shall as soon as 

practicable provide an accounting of purported rent amounts accrued but unpaid 

under the PBA Leases since the Debtors’ respective petition dates.

5. Nothing in this Order shall prejudice the rights of the PBA or the 

PBA Funds to assert additional claims in connection with the PBA Leases, 

including, but not limited to, general unsecured claims or administrative expense 

claims, or to pursue any other rights or remedies afforded to them under the PBA

Leases, the 1995 Resolution, or any other applicable contract, law, or regulation.

6. Nothing herein determines any holder of PBA bonds has standing to 

prosecute the Motion, and this Order does not grant them standing. The parties’ 

respective positions in respect of the standing of the holders of the PBA bonds are 

preserved.

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

arising from or related to the implementation or enforcement of this order.

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Dated: , 2018

THE HONORABLE LAURA 

TAYLOR SWAIN UNITED 

STATES DISTRICT JUDGE

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