UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

PROMESA

Title III 

Case 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 

Case No. 17 BK 4780-LTS

THE OFFICIAL COMMITTEE OF RETIRED 

EMPLOYEES OF THE COMMONWEALTH OF 

PUERTO RICO,

Movant.

v.

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

Re: ECF No. 824

This Response Relates Only to 

PREPA and Shall be Filed in Case 

Nos. 17 BK 4780-LTS and 17 BK 

3238-LTS

 

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).

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 as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

 Respondent.

RESPONSE OF FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD TO MOTION OF OFFICIAL 

COMMITTEE OF RETIRED EMPLOYEES OF COMMONWEALTH 

OF PUERTO RICO REGARDING REPRESENTATION OF PREPA RETIREES

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

The Financial Oversight and Management Board for Puerto Rico (the “Oversight 

Board”), as the representative of the Puerto Rico Electric Power Authority (“PREPA”) in this 

Title III case pursuant to section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),2respectfully submits this response (the “Response”) to 

the Motion of the Official Committee of Retired Employees of the Commonwealth of Puerto Rico 

Regarding Representation of PREPA Retirees [Case No. 17-4780, ECF No. 824] (the “Motion”) 

filed by the Official Committee of Retired Employees of the Commonwealth of Puerto Rico (the 

“Retiree Committee”). In support of this Response, the Oversight Board respectfully states as 

follows: 

Response

1. The Motion seeks alternate forms of relief. In the first instance, the Motion seeks

entry of an order expanding the scope of the Retiree Committee’s representation to the retirees of 

PREPA (the “PREPA Retirees”). Motion ¶ 25. The Oversight Board believes that the PREPA 

Retirees, in some instances, cannot be adequately represented by PREPA’s unions when there is 

 

2

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

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a structural conflict between current employees and retirees.3 Thus, the Oversight Board 

supports the Motion to the limited extent it either requests this Court to enter an order expanding 

the scope of the Retiree Committee’s representation to include the PREPA Retirees or requests 

the United States Trustee to expand the Retiree Committee by appointing one or more 

representatives for the PREPA Retirees to the Retiree Committee. 

2. In the alternative, the Motion seeks the appointment of a separate committee only 

for PREPA’s Title III case to represent the PREPA Retirees. Id. The Oversight Board does not 

support the appointment of a separate committee to represent the PREPA Retirees because 

having a separate committee would be inefficient, unnecessarily increase professional fees, and 

could create confusion. 

3. The appointment of a separate committee to represent the PREPA Retirees would 

incur significant costs and create unnecessary inefficiencies in these already complex Title III 

cases. A separate committee would need to retain additional professionals (in the already 

crowded field of professionals), who would need to spend significant time and incur significant 

costs to be brought up to date on the various developments in these Title III cases. Indeed, 

PREPA’s Title III case does not proceed in a vacuum and the restructuring and transformation of 

PREPA has a direct effect on the Commonwealth’s recovery and vice versa. Knowledge of the 

Commonwealth’s case and fiscal plan is needed to fully analyze the measures implemented in 

PREPA’s fiscal plan. The appointment of a separate committee presents the danger of

duplication of work already done by the Retiree Committee. In contrast, the Retiree Committee 

 

3

See Response of United Auto Workers International Union and Service Employees International Union to 

Motion of Ad Hoc Retiree Committee for Appointment of an Official Retiree Committee [Docket Entry No. 8], 

Case No. 17-3283-LTS, ¶¶ 9-10, ECF No. 222 (“[E]mployees -- unlike retirees -- may have future opportunities, 

over the remainder of their careers, to earn other retirement income or savings. These additional, significant, and 

potentially conflicting active employee interests -- which retirees by definition do not share -- make active 

employee and retiree representation in a single committee inappropriate in these proceedings.”).

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is already well situated to represent the PREPA Retirees. Expanding the scope of the Retiree 

Committee to include the representation of the PREPA Retirees would allow the Retiree 

Committee to capitalize on its familiarity with these cases, the various parties in interest and their 

respective positions on important issues, and certain of the work it has already done, thus

avoiding additional, duplicative professional fees. 

4. A separate committee could also create confusion among the retirees, resulting in 

further increased costs. As noted in the Motion, certain PREPA Retirees have already contacted 

the Retiree Committee regarding aspects of these Title III cases. Motion at 3, n.5. The 

centralized representation of retirees by the Retiree Committee would avoid this confusion, as 

well as the additional costs that would have to be incurred by two committees to coordinate

responses to alleviate such confusion. 

5. Further, the expansion of the Retiree Committee’s scope of representation to 

include the PREPA Retirees is consistent with past practice. For example, the Official 

Committee of Unsecured Creditors appointed in the Commonwealth’s Title III case had its scope 

of representation expanded to include representing the unsecured creditors of PREPA. See

Amended Notice of Appointment of Official Committee of Unsecured Creditors [Case No. 17-

4780, ECF No. 255]. The Oversight Board believes that the Retiree Committee would not be 

conflicted in representing retirees of the Commonwealth and HTA, on the one hand, and PREPA 

Retirees on the other, as the PREPA Retirement System is completely distinct from ERS, with its 

own separate assets and funding source. Accordingly, it would be appropriate to appoint one or 

more members to the Retiree Committee to represent the PREPA Retirees.

6. Given the Retiree Committee’s familiarity with these Title III cases and the 

various parties in interest, the Retiree Committee is capable of effectively representing the 

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PREPA Retirees without the delay necessary to bring a separate committee up to date on various 

case developments and dynamics, as further detailed in the Motion.

Conclusion

Accordingly, for the reasons stated herein, the Oversight Board supports the expansion of 

the Retiree Committee’s scope of representation to include the PREPA Retirees, but objects to

the appointment of a separate committee to represent PREPA Retirees. 

Dated: May 22, 2018

San Juan, Puerto Rico

Respectfully submitted, 

/s/ Martin J. Bienenstock 

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 PREPA

/s/ Hermann D. Bauer 

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 PREPA

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CERTIFCATE 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.

Dated: May 22, 2018

San Juan, Puerto Rico

/s/ Hermann D. Bauer 

Hermann D. Bauer

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