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., 1

Debtors.

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 Sales Tax Financing Corporation 

(“COFINA”),

Debtor.

PROMESA

Title III

No. 17 BK 3284-LTS

This document relates to COFINA 

only.

THIRD SUPPLEMENTAL VERIFIED STATEMENT OF THE MUTUAL FUND 

GROUP PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure 

(“Bankruptcy Rule 2019”) this verified statement (the “Third Supplemental Statement”) is 

submitted by certain holders (the “Mutual Fund Group”) of bonds issued by (collectively, the 

“Bonds”) the Puerto Rico Sales Tax Financing Corporation (“COFINA”) and other bonds issued 

by the Commonwealth of Puerto Rico and its instrumentalities in connection with the cases 

 

1 The Debtors in these 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) 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), (iii) 

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

Four Digits of Federal Tax ID: 3808), (iv) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy 

Case No. 17-BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474); and (v) Puerto Rico Electric Power 

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

Case:17-03283-LTS Doc#:2588 Filed:02/24/18 Entered:02/24/18 12:24:08 Desc: Main

Document Page 1 of 8
2

(“Title III Cases”) commenced by the above-captioned debtors under title III of the Puerto Rico 

Oversight, Management, and Economic Stability Act (“PROMESA”).

In support of the Third Supplemental Statement, the Mutual Fund Group 

respectfully states as follows: 

1. As of the date of this Third Supplemental Statement, in these Title III 

Cases, the undersigned represents the Mutual Fund Group (each holder in the Mutual Fund 

Group, a “Member”). 

2. On or about June 26 and June 27, 2014, certain funds managed or advised 

by OppenheimerFunds, Inc. (“Oppenheimer”) and Franklin Advisers, Inc. (“Franklin”) 

retained Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”) to challenge as 

unconstitutional the recently passed and soon to be enacted Puerto Rico Debt Enforcement and 

Recovery Act (the “Recovery Act”). Kramer Levin later became engaged to represent Franklin 

and Oppenheimer as a group in connection with a potential restructuring of bonds issued by the 

Commonwealth of Puerto Rico and its instrumentalities. In February 2016, certain funds 

managed or advised by Santander Asset Management, LLC joined the Mutual Fund Group in 

connection with a potential restructuring of the Bonds.

3. Franklin has since reduced its COFINA holdings substantially and has 

withdrawn from the Mutual Fund Group.

4. On August 16, 2017, counsel to the Mutual Fund Group submitted the 

Verified Statement of the Mutual Fund Group Pursuant to Bankruptcy Rule 2019 [Dkt. 

No. 1056]. On November 7, 2017, counsel to the Mutual Fund Group submitted the First 

Supplemental Verified Statement of the Mutual Fund Group Pursuant to Bankruptcy Rule 2019

[Dkt. No. 1693]. On December 13, 2017, counsel to the Mutual Fund group submitted the 

Case:17-03283-LTS Doc#:2588 Filed:02/24/18 Entered:02/24/18 12:24:08 Desc: Main

Document Page 2 of 8
3

Second Supplemental Verified Statement of the Mutual Fund Group Pursuant to Bankruptcy Rule 

2019 [Dkt. No. 1988]. Counsel to the Mutual Fund Group submits this Third Supplemental 

Statement to update the membership of the Mutual Fund Group and the disclosable economic 

interests currently held by Members of the Mutual Fund Group. 

5. As of February 16, 2018, the Members held, or are the investment 

advisors or managers of funds or accounts that held, approximately $616 million in aggregate 

amount of uninsured senior Bonds (based on their accreted value as of February 16, 2018) and 

approximately $1.5 billion in aggregate amount of uninsured subordinate bonds (based on their 

accreted value as of February 16, 2018). The Members also held, or are the investment advisors 

or managers of funds or accounts that held, approximately $1.36 billion in aggregate amount of 

uninsured bonds issued or guaranteed by the Commonwealth of Puerto Rico, as of February 16, 

2018. In accordance with Bankruptcy Rule 2019, the address and nature and amount of all 

disclosable economic interests for each Member is set forth in Exhibit A. The information 

contained in Exhibit A is based upon information provided by the Members to Kramer Levin and 

is subject to change. 

6. As of the date of this Third Supplemental Statement, the undersigned 

represents only the Mutual Fund Group in connection with the Title III Cases and does not 

represent or purport to represent any other entities with respect to the Title III Cases.2 In 

addition, each Member of the Mutual Fund Group (a) does not assume any fiduciary or other 

duties to any other creditor or person and (b) does not purport to act, represent or speak on behalf 

of any other entities in connection with the Title III Cases.

 

2 The undersigned also represent certain entities, including certain Members and still other non-Members, in 

connection with debt issued by the Commonwealth of Puerto Rico and its instrumentalities, including issuers that 

are debtors under PROMESA Title III cases pending in this Court. The undersigned do not represent such nonMembers in connection with this Title III Case and those non-Members do not hold Bonds or disclosable economic 

interests relating to COFINA.

Case:17-03283-LTS Doc#:2588 Filed:02/24/18 Entered:02/24/18 12:24:08 Desc: Main

Document Page 3 of 8
4

7. Nothing contained in this Third Supplemental Statement (or Exhibit A 

hereto) is intended to or should be construed to constitute (a) a waiver or release of any claims 

filed or to be filed against or interests in the debtors in any title III case held by any Member, its 

affiliates or any other entity, or (b) an admission with respect to any fact or legal theory. 

Nothing herein should be construed as a limitation upon, or waiver of, any rights of any Member 

to assert, file and/or amend any proof of claim in accordance with applicable law and any orders 

entered in these cases. 

8. The undersigned verify that the foregoing is true and correct to the best of 

their knowledge.

9. The undersigned reserve the right to amend or supplement this Third 

Supplemental Statement.

[Remainder of the this page intentionally left blank]

Case:17-03283-LTS Doc#:2588 Filed:02/24/18 Entered:02/24/18 12:24:08 Desc: Main

Document Page 4 of 8
5

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 notify the attorneys of record

RESPECTFULLY SUBMITTED, 

In San Juan, Puerto Rico, today February 24, 2018. 

TORO COLÓN MULLET P.S.C.

/s/ Manuel Fernández-Bared

MANUEL FERNÁNDEZ-BARED

USDC-PR No. 204,204

Email: mfb@tcm.law 

/s/ Linette Figueroa-Torres

LINETTE FIGUEROA-TORRES

USDC-PR No. 227,104

Email: lft@tcm.law

/s/ Jane Patricia Van Kirk

JANE PATRICIA VAN KIRK

USDC–PR No. 220,510

Email: jvankirk@tcm.law

P.O. Box 195383

San Juan, PR 00919-5383

Tel.: (787) 751-8999

Fax: (787) 763-7760

KRAMER LEVIN NAFTALIS & 

FRANKEL LLP

s/ Amy Caton

THOMAS MOERS MAYER*

AMY CATON*

PHILIP BENTLEY*

DAVID E. BLABEY, JR.*

DOUGLAS BUCKLEY

1177 Avenue of the Americas

New York, New York 10036

Tel.: (212) 715-9100

Fax: (212) 715-8000

Email: tmayer@kramerlevin.com

acaton@kramerlevin.com

pbentley@kramerlevin.com

dblabey@kramerlevin.com

dbuckley@kramerlevin.com

* (admitted pro hac vice)

Counsel to the Mutual Fund Group

Case:17-03283-LTS Doc#:2588 Filed:02/24/18 Entered:02/24/18 12:24:08 Desc: Main

Document Page 5 of 8
Exhibit A

Case:17-03283-LTS Doc#:2588 Filed:02/24/18 Entered:02/24/18 12:24:08 Desc: Main

Document Page 6 of 8
1

Name of Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Bonds3 Other

OppenheimerFunds, 

Inc., on behalf of 

funds and/or accounts 

managed or advised 

by it.

350 Linden Oaks, 

Rochester, NY 14625

Commonwealth of 

Puerto Rico4

Uninsured: $1,362,020,000.00

Insured: $91,682,162

$0

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Sr. Uninsured: $472,366,621

Sr. Insured: $136,440,982

Jr. Uninsured: $1,281,783,484

Jr. Insured: $0

$0

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $246,155,000

Insured: $47,385,000

$0

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0

PREPA (Puerto Rico 

Electric Power 

Authority)

Uninsured: $835,977,000

Insured: $45,320,000

$0

 

1 Each entity listed holds disclosable economic interests, or acts as investment advisor or manager to funds and/or accounts or their respective subsidiaries that 

hold disclosable economic interests, in relation to the debtors

2 To the best of counsel’s knowledge, the information included herein is accurate as of February 16, 2018. The amounts set forth herein include only outstanding 

principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or other amounts that may be owing under the 

applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable economic interests that are subject to pending trades 

or other transfers that have not settled or otherwise been closed as February 16, 2018.

3 With respect to any Capital Appreciation Bonds (“CABs”) held by the members, the amounts disclosed consist of their accreted principal amount, calculated as 

of February 16, 2018, and not the amount due upon maturity.

4

Includes bonds guaranteed by the Commonwealth of Puerto Rico that are issued by a Commonwealth instrumentality.

Case:17-03283-LTS Doc#:2588 Filed:02/24/18 Entered:02/24/18 12:24:08 Desc: Main

Document Page 7 of 8
2

Name of Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Bonds3 Other

Santander Asset 

Management, LLC, 

on behalf of funds 

and/or accounts 

managed or advised 

by it.

GAM Tower

2nd Floor

2 Tabonuco Street

Guaynabo, PR 06968

Commonwealth of 

Puerto Rico4

Uninsured: $1,500,000

Insured: $1,105,000

$0

COFINA (Puerto 

Rico Sales Tax 

Financing 

Corporation) 

Sr. Uninsured: $143,360,261

Sr. Insured: $37,239,276

Jr. Uninsured: $220,329,088

Jr. Insured: $0

$0

HTA (Puerto Rico 

Highways and 

Transportation 

Authority)

Uninsured: $0

Insured: $6,085,000

$0

ERS (Employees 

Retirement System of 

Puerto Rico)

Uninsured: $0

Insured: $0

$0

PREPA (Puerto Rico 

Electric Power 

Authority)

Uninsured: $0

Insured: $0

$0

Case:17-03283-LTS Doc#:2588 Filed:02/24/18 Entered:02/24/18 12:24:08 Desc: Main

Document Page 8 of 8