UNITED STATES DISTRICT COURT

FOR THE 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)

DEBTORS’ URGENT UNOPPOSED MOTION 

FOR LEAVE TO FILE STATUS REPORT UNDER SEAL

To the Honorable United States Magistrate Judge Judith G. Dein:

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, and HTA, the “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, and Economic Stability 

 

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), and (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-LTS) (Last Four Digits of Federal Tax ID: 

3747).

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Act (“PROMESA”),2hereby submits this Urgent Unopposed Motion to For Leave to File 

Objection Under Seal (“Urgent Motion”) seeking entry of an order, substantially in the form of 

Exhibit A, permitting Debtors to (1) publicly file, with confidential exhibits redacted, the Status 

Report of the Oversight Board Addressing the Court’s Directive in its June 7, 2018 Order (the 

“Status Report”), and (2) file an unredacted version of the Status Report under seal.

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 basis for the relief requested herein is found in sections 105(a) of 

the Bankruptcy Code and Bankruptcy Rule 9018, made applicable to the title III cases by

sections 301(a) and 310 of PROMESA, and Local Rule 9018-1 of the Local Bankruptcy Rules 

for the United States Bankruptcy Court for the District of Puerto Rico (the “Local Rules”).

Relief Requested

4. On May 15, 2018, the UCC publicly filed a redacted version of its Renewed 

Motion of Creditors’ Committee Seeking Entry of Order, Under Bankruptcy Rule 2004, 

Authorizing Discovery Program With Respect to Certain Causes of Puerto Rico Financial Crisis 

Beginning on August 15, 2018 (the “Renewed Motion”). That same day, the UCC filed an 

urgent unopposed motion to file a full, unredacted version of the Renewed Motion under seal. 

ECF No. 3067. The Court entered an order granting the motion to seal on May 17, 2018. ECF 

No. 3085.

 

2

PROMESA has been codified in 48 U.S.C. §§ 2101–2241.

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5. On May 21, 2018, the Debtors filed an urgent unopposed motion to file a full, 

unredacted version of its objection to the Renewed Motion under seal (the “Objection”).3 ECF 

No. 3111. The Court entered an order granting the motion to seal on May 22, 2018. ECF No. 

3113. The Debtors filed the Objection under seal that same day. ECF No. 3117.

6. After a hearing on the Renewed Motion, on June 7, 2018 the Court entered an 

order (the “Status Order”) directing the Oversight Board to file a status report on the position of 

the independent investigator (the “Independent Investigator”) retained by the Oversight Board 

with respect to certain issued addressed in the Renewed Motion. Pursuant to the Status Order, 

the Status Report is due June 13, 2018.

7. The full, unredacted version of the Status Report includes exhibits that contain 

information regarding the ongoing investigation being performed by the Independent 

Investigator. Information in the exhibits is subject to numerous nondisclosure and 

confidentiality agreements and concerns matters which would impact the integrity of the 

investigative process. Accordingly, the Debtors seek entry of an order permitting it to file a full, 

unredacted version of the Status Report, including exhibits, under seal, while only the redacted 

version of the Status Report, without any exhibits, may be kept in the public file. 

8. The Debtors accordingly request that the Court grant the Urgent Motion and allow 

the Debtors to file under seal the full, unredacted version of the Status Report, including exhibits. 

See Bankruptcy Rule 9018 (the court may “make any order which justice requires” in order to, 

among other things, “protect the estate or any entity in respect of a trade secret or other 

confidential research, development, or commercial information” or to “protect governmental 

matters that are made confidential by statute or regulation”). 

 

3 Capitalized terms used but not defined herein shall have the meaning given to them in the Objection.

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9. The Debtors also respectfully request that only certain Exhibits from the 

unredacted Status Report be shared with certain parties in accordance with the chart below:

Entity / Party Portions of Unsealed Status Report Party/Entity May Access

Debtors All Exhibits

Official Committee of 

Unsecured Creditors

All Exhibits

Official Committee of 

Retirees (the “Retiree 

Committee”)

All Exhibits

Popular4Exhibit A, but no other exhibits

Santander5Exhibit B, but no other exhibits

Puerto Rico Fiscal Agency 

and Financial Advisory 

Authority (“AAFAF”)

Exhibit C, but no other exhibits

Certification in Compliance with 

the Fourth Amended Case Management Procedures and Local Rule 9013-1

10. Pursuant to Local Rule 9013-1 and paragraph I.H of the Fourth Amended Case 

Management Procedures [ECF No. 2839-1], the Debtors hereby certify that they have (a) 

carefully examined the matter and concluded that there is a true need for an urgent hearing; (b) 

not created the urgency through any lack of due diligence; (c) made a bona fide effort to resolve 

the matter without a hearing; (d) made reasonable, good-faith communications in an effort to 

resolve or narrow the issues that are being brought to the Court; (e) counsel for Defendants have 

conferred with counsel for UCC, and the UCC does not oppose the relief requested herein; and 

(f) counsel for Defendants have conferred with counsel for Retiree Committee, and the Retiree 

Committee does not oppose the relief requested herein. 

11. No previous request for the relief sought herein has been made by the Debtors to 

this or any other court.

 

4

“Popular” means Banco Popular de Puerto Rico, Popular, Inc., and Popular Securities, LLC.

5

“Santander” means Santander Bancorp, Santander Asset Management, LLC, and Santander Securities LLC.

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WHEREFORE the Debtors respectfully request that the Court enter an order permitting 

them to file certain materials under seal. 

Dated: June 13, 2018

San Juan, Puerto Rico /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

Email: hermann.bauer@oneillborges.com

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Maja Zerjal

(admitted pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 mzerjal@proskauer.com

Timothy W. Mungovan (pro hac vice)

PROSKAUER ROSE LLP

One International Place

Boston, MA 02110

Tel: (617) 526-9600

Fax: (617) 526-9899

Email: tmungovan@proskauer.com 

Attorneys for The Financial Oversight and 

Management Board for Puerto Rico, and The 

Financial Oversight and Management Board 

for Puerto Rico as representative of The 

Commonwealth of Puerto Rico 

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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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Exhibit A

Proposed Order

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UNITED STATES DISTRICT COURT 

FOR THE 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)

ORDER GRANTING DEBTORS URGENT UNOPPOSED

MOTION FOR LEAVE TO FILE STATUS REPORT UNDER SEAL

Upon consideration of the Debtors’ Urgent Unopposed Motion For Leave to File 

Status Report Under Seal (the “Urgent Motion”),2the Court hereby FINDS AND 

DETERMINES that (i) the Court has jurisdiction to consider the Urgent Motion and the 

relief requested therein pursuant to PROMESA section 310; (ii) venue is proper before this 

Court pursuant to PROMESA section 307(a); (iii) due and proper notice of this Urgent 

Motion has been provided under the particular circumstances and no other or further notice 

need be provided; (iv) based on the statements and arguments made in the Urgent Motion, 

 

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), and (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-LTS) (Last Four Digits of Federal Tax ID: 

3747).

2 Capitalized terms not defined herein shall have the same meaning given to them in the Urgent 

Motion.

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the Court finds that it is appropriate for the Debtors to file under seal an unredacted version 

of the Status Report. Accordingly, it is hereby ORDERED THAT:

1. The Debtors are authorized to file under seal an unredacted version of 

the Status Report.

2. The Clerk of Court will provide access to certain portions of the sealed Status 

Report to the counsel of record of parties in accordance with the following table:

Entity / Party Portions of Unsealed Status Report Party/Entity May Access

Debtors All Exhibits

Official Committee of 

Unsecured Creditors

All Exhibits

Official Committee of 

Retirees

All Exhibits

Popular3Exhibit A, but no other exhibits

Santander4Exhibit B, but no other exhibits

Puerto Rico Fiscal Agency 

and Financial Advisory 

Authority (“AAFAF”)

Exhibit C, but no other exhibits

Dated: _____________, 2018

HON. JUDITH G. DEIN

UNITED STATES MAGISTRATE JUDGE

 

3

“Popular” means Banco Popular de Puerto Rico, Popular, Inc., and Popular Securities, LLC.

4

“Santander” means Santander Bancorp, Santander Asset Management, LLC, and Santander Securities LLC.

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