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)

CORRECTED THIRD SUPPLEMENTAL VERIFIED STATEMENT 

OF THE AD HOC GROUP OF GENERAL OBLIGATION 

BONDHOLDERS PURSUANT TO BANKRUPTCY RULE 20192

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), made applicable to these Title III cases by Section 310 of the Puerto Rico 

Oversight, Management, and Economic Stability Act (“PROMESA”), 48 U.S.C. § 2170, and in 

accordance with the Fifth Amended Notice, Case Management and Administrative Procedures 

[ECF No. 3730-1] (the “Amended Case Management Procedures”), this third supplemental

verified statement (this “Third Supplemental Statement”) is submitted by certain holders (the 

 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 (the “Commonwealth”) (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 

(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); 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 On August 9, 2018, the Ad Hoc Group of General Obligation Bondholders filed the Third Supplemental 

Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019 

(the “Original Statement”) [ECF No. 3757]. The Original Statement is modified to clarify the current claim 

amount of the Senior COFINA capital appreciation bonds held by certain members of the Ad Hoc Group of 

General Obligation Bondholders. Attached hereto as Annex I is a redline reflecting the changes made to the 

Original Statement. 

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“Ad Hoc Group of General Obligation Bondholders”)3 of bonds issued or guaranteed by the 

Commonwealth of Puerto Rico (the “General Obligation Bonds”).

In support of this Third Supplemental Statement, the Ad Hoc Group of General 

Obligation Bondholders respectfully states as follows:

1. In or around July 2015, certain members of the Ad Hoc Group of General 

Obligation Bondholders engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, 

Weiss”) and Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP (“Robbins, Russell”) 

to represent their interests as holders of General Obligation Bonds. From time to time thereafter, 

certain additional holders of General Obligation Bonds have joined and certain other holders 

have departed the Ad Hoc Group of General Obligation Bondholders. In October 2016, the Ad 

Hoc Group of General Obligation Bondholders retained Jiménez, Graffam & Lausell, as its 

Puerto Rico counsel (together with Paul, Weiss and Robbins, Russell, “Counsel”).

2. On July 13, 2017, Counsel submitted the Verified Statement of the Ad Hoc 

Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019 [ECF No. 630]. 

On November 3, 2017, Counsel submitted the First Supplemental Verified Statement of the Ad 

Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019 [ECF No. 

1625]. On June 21, 2018, Counsel submitted the Second Supplemental Verified Statement of the 

Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019 [ECF No. 

3336].

 3 The Ad Hoc Group of General Obligation Bondholders consists of: (i) Aurelius Capital Management, LP, on 

behalf of its managed entities; (ii) Autonomy Capital (Jersey) LP, on behalf of certain of its affiliated 

investment funds; and (iii) Monarch Alternative Capital LP, on behalf of certain of the funds and accounts it 

manages. The Ad Hoc Group of General Obligation Bondholders does not assume any fiduciary or other duties 

to any other creditor or person.

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3. In accordance with the Amended Case Management Procedures, Counsel 

submits this Third Supplemental Statement to update the disclosable economic interests that 

were held by the Ad Hoc Group of General Obligation Bondholders since August 8, 2017 in 

relation to the Commonwealth and COFINA. The information set forth herein (including

Exhibits A-G attached hereto) is based on information provided to Counsel by the Ad Hoc Group 

of General Obligation Bondholders and is intended only to comply with Bankruptcy Rule 2019 

and the Amended Case Management Procedures.

4. The members of the Ad Hoc Group of General Obligation Bondholders 

hold disclosable economic interests, or act as investment advisors or managers to funds, entities

and/or accounts or their respective affiliates that hold disclosable economic interests in relation 

to the Commonwealth and COFINA. The names and addresses of each of the members of the 

Ad Hoc Group of General Obligation Bondholders, together with the nature and amount of each 

disclosable economic interest held by each of them in relation to the Commonwealth and 

COFINA since August 8, 2017, are set forth in Exhibits A-G attached hereto.4 Specifically, 

Exhibits A-G list such disclosable economic interests as of certain specific dates on which

Counsel has determined that the filing of an amended verified statement would have been 

required had the Amended Case Management Procedures been in effect at that time. As 

reflected in Exhibits A-G, the ratio of General Obligation Bonds to COFINA bonds over this 

period of time ranges from a high of 98% General Obligation Bonds to 2% COFINA bonds to a 

low of 82% General Obligation Bonds to 18% COFINA bonds. This translates to the Ad Hoc 

Group of General Obligation Bondholders being heavily weighted towards General Obligation 

 4 Individuals associated with members of the Ad Hoc Group of General Obligation Bondholders may own debt of 

the Debtors in their individual capacities, but Counsel does not represent such individuals in such capacities. 

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4

Bonds at all times; i.e., the General Obligation Bond holdings represented between 4 to 51 times 

the Ad Hoc Group of General Obligation Bondholders’ COFINA holdings.5

5. As of the date of this Third Supplemental Statement, Counsel represents 

only the Ad Hoc Group of General Obligation Bondholders in respect of their General 

Obligation Bonds and does not represent or purport to represent any other entities with respect to 

the Debtors’ Title III Cases. In addition, each member of the Ad Hoc Group of General 

Obligation Bondholders (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 Debtors’ Title III Cases. To the extent any member of the Ad Hoc Group of 

General Obligation Bondholders holds interests other than the General Obligation Bonds, the Ad 

Hoc Group of General Obligation Bondholders does not represent such other interest, nor does 

Counsel represent group members with respect to such other interests.

6. Nothing contained in this Third Supplemental Statement (or exhibits 

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 held by any member of the Ad Hoc Group 

of General Obligation Bondholders, its affiliates or any other entity, or (b) an admission with 

respect to any fact or legal theory. Nothing in this Third Supplemental Statement (or exhibits 

hereto) should be construed as a limitation upon, or waiver of, any rights of any member of the 

Ad Hoc Group of General Obligation Bondholders to assert, file and/or amend any proof of 

claim in accordance with applicable law and any orders entered in these cases.

7. Additional holders of General Obligation Bonds may become members of 

the Ad Hoc Group of General Obligation Bondholders, and certain members of the Ad Hoc 

 5 For the avoidance of doubt, these calculations are based on the disclosable economic interests held by those 

entities that are members of the Ad Hoc Group of General Obligation Bondholders as of July 1, 2018.

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5

Group of General Obligation Bondholders may cease to be members in the future. Counsel 

reserves the right to further amend or supplement this Third Supplemental Statement as 

necessary for that or any other reason in accordance with Bankruptcy Rule 2019. 

[Remainder of page intentionally left blank]

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

their knowledge.

Dated: San Juan, Puerto Rico

August 10, 2018

PAUL, WEISS, RIFKIND, WHARTON &

GARRISON LLP

/s/ Andrew N. Rosenberg 

Andrew N. Rosenberg (pro hac vice)

Richard A. Rosen (pro hac vice)

Walter Rieman (pro hac vice)

Kyle J. Kimpler (pro hac vice)

Karen R. Zeituni (pro hac vice)

1285 Avenue of the Americas

New York, NY 10019

Telephone: (212) 373-3000

Facsimile: (212) 757-3990

E-Mail: arosenberg@paulweiss.com

ROBBINS, RUSSELL, ENGLERT, ORSECK,

UNTEREINER & SAUBER LLP

/s/ Mark T Stancil 

Lawrence S. Robbins (admitted pro hac vice)

Mark T. Stancil (admitted pro hac vice)

Gary A. Orseck (admitted pro hac vice)

Kathryn S. Zecca (admitted pro hac vice)

Ariel N. Lavinbuk (admitted pro hac vice)

Donald Burke (admitted pro hac vice)

1801 K Street, NW

Washington, D.C. 20006

Telephone: (202) 775-4500

Facsimile: (202) 775-4510

E-Mail: mstancil@robbinsrussell.com

JIMÉNEZ, GRAFFAM & LAUSELL

/s/ Ramón Rivera Morales 

J. Ramón Rivera Morales

USDC-PR Bar No. 200701

PO Box 366104

San Juan, PR 00936-6104

Telephone: (787) 767-1030

Facsimile: (787) 751-4068

E-Mail: rrivera@jgl.com

Counsel to the Ad Hoc Group of General Obligation Bondholders

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EXHIBIT A

Names, Addresses and Disclosable Economic Interests of the Members 

of the Ad Hoc Group of General Obligation Bondholders1 as of August 8, 20172

Name of Creditor3 Address Nature and Amount of Disclosable Economic Interest

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $469,910,000 in General Obligation Bonds

• $5,147,900 in General Obligation Bonds (insured by 

monoline insurer)4

• $39,205,000 in COFINA Subordinated Bonds

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $961,885,000 in General Obligation Bonds

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $545,281,334 in General Obligation Bonds

• $35,885,000 in General Obligation Bonds (insured by 

monoline insurer)4

TOTAL • $1,977,076,334 in General Obligation Bonds

• $41,032,900 in General Obligation Bonds (insured by 

monoline insurer)4

• $39,205,000 in COFINA Subordinated Bonds

 1

 Consistent with the Amended Case Management Procedures, this Exhibit A is limited to those entities that are members of the Ad Hoc Group of General 

Obligation Bondholders as of July 1, 2018. 

2 To the best of Counsel’s knowledge, the information included herein is accurate as of August 8, 2017. 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 were subject to pending 

trades or other transfers that had not settled or otherwise closed as of August 8, 2017. 

3 Each entity on this Exhibit A holds disclosable economic interests, or acts as investment advisor or manager to funds, entities and/or accounts or their 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds. 

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EXHIBIT B

Names, Addresses and Disclosable Economic Interests of the Members 

of the Ad Hoc Group of General Obligation Bondholders1 as of November 1, 20172

Name of Creditor3 Address Nature and Amount of Disclosable Economic Interest

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $438,775,000 in General Obligation Bonds

• $8,602,900 in General Obligation Bonds (insured by 

monoline insurer)4

• $41,855,000 in COFINA Subordinated Bonds

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,092,905,000 in General Obligation Bonds

• $20,660,000 in COFINA Subordinated Bonds

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $236,125,334 in General Obligation Bonds

• $35,885,000 in General Obligation Bonds (insured by 

monoline insurer)4

TOTAL • $1,767,805,334 in General Obligation Bonds

• $44,487,900 in General Obligation Bonds (insured by 

monoline insurer)4

• $62,515,000 in COFINA Subordinated Bonds

 1

 Consistent with the Amended Case Management Procedures, this Exhibit B is limited to those entities that are members of the Ad Hoc Group of General 

Obligation Bondholders as of July 1, 2018. 

2 To the best of Counsel’s knowledge, the information included herein is accurate as of November 1, 2017. 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 were subject 

to pending trades or other transfers that had not settled or otherwise closed as of November 1, 2017. 

3 Each entity on this Exhibit B holds disclosable economic interests, or acts as investment advisor or manager to funds, entities and/or accounts or their 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds. 

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EXHIBIT C

Names, Addresses and Disclosable Economic Interests of the Members 

of the Ad Hoc Group of General Obligation Bondholders1 as of January 5, 20182

Name of Creditor3 Address Nature and Amount of Disclosable Economic Interest

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $447,185,000 in General Obligation Bonds

• $45,992,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $80,475,000 in COFINA Subordinated Bonds

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $932,318,000 in General Obligation Bonds

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $161,756,906 in General Obligation Bonds

• $35,705,000 in General Obligation Bonds (insured by 

monoline insurer)4

• $13,431,050 in COFINA Senior Bonds

TOTAL • $1,541,259,906 in General Obligation Bonds

• $81,697,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $13,431,050 in COFINA Senior Bonds

• $80,475,000 in COFINA Subordinated Bonds

 1

 Consistent with the Amended Case Management Procedures, this Exhibit C is limited to those entities that are members of the Ad Hoc Group of General 

Obligation Bondholders as of July 1, 2018. 

2 To the best of Counsel’s knowledge, the information included herein is accurate as of January 5, 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 were subject 

to pending trades or other transfers that had not settled or otherwise closed as of January 5, 2018. 

3 Each entity on this Exhibit C holds disclosable economic interests, or acts as investment advisor or manager to funds, entities and/or accounts or their 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds. 

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EXHIBIT D

Names, Addresses and Disclosable Economic Interests of the Members 

of the Ad Hoc Group of General Obligation Bondholders1 as of February 5, 20182

Name of Creditor3 Address Nature and Amount of Disclosable Economic Interest

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $436,370,000 in General Obligation Bonds

• $50,272,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $117,090,000 in COFINA Subordinated Bonds

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,022,468,000 in General Obligation Bonds

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $161,756,906 in General Obligation Bonds

• $35,720,000 in General Obligation Bonds (insured by 

monoline insurer)4

• $13,486,350 in COFINA Senior Bonds

TOTAL • $1,620,597,906 in General Obligation Bonds

• $85,992,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $13,486,350 in COFINA Senior Bonds

• $117,090,000 in COFINA Subordinated Bonds

 1

 Consistent with the Amended Case Management Procedures, this Exhibit D is limited to those entities that are members of the Ad Hoc Group of General 

Obligation Bondholders as of July 1, 2018. 

2 To the best of Counsel’s knowledge, the information included herein is accurate as of February 5, 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 were subject 

to pending trades or other transfers that had not settled or otherwise closed as of February 5, 2018. 

3 Each entity on this Exhibit D holds disclosable economic interests, or acts as investment advisor or manager to funds, entities and/or accounts or their 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds. 

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EXHIBIT E

Names, Addresses and Disclosable Economic Interests of the Members 

of the Ad Hoc Group of General Obligation Bondholders1 as of March 5, 20182

Name of Creditor3 Address Nature and Amount of Disclosable Economic Interest

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $423,630,000 in General Obligation Bonds

• $50,342,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $117,090,000 in COFINA Subordinated Bonds

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,022,468,000 in General Obligation Bonds

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $216,336,334 in General Obligation Bonds

• $35,720,000 in General Obligation Bonds (insured by 

monoline insurer)4

• $45,565,852 in COFINA Senior Bonds

TOTAL • $1,662,434,334 in General Obligation Bonds

• $86,062,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $45,565,852 in COFINA Senior Bonds

• $117,090,000 in COFINA Subordinated Bonds

 1

 Consistent with the Amended Case Management Procedures, this Exhibit E is limited to those entities that are members of the Ad Hoc Group of General 

Obligation Bondholders as of July 1, 2018. 

2 To the best of Counsel’s knowledge, the information included herein is accurate as of March 5, 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 were subject to pending 

trades or other transfers that had not settled or otherwise closed as of March 5, 2018. 

3 Each entity on this Exhibit E holds disclosable economic interests, or acts as investment advisor or manager to funds, entities and/or accounts or their 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds. 

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EXHIBIT F

Names, Addresses and Disclosable Economic Interests of the Members 

of the Ad Hoc Group of General Obligation Bondholders1 as of April 10, 20182

Name of Creditor3 Address Nature and Amount of Disclosable Economic Interest

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $502,735,495 in General Obligation Bonds

• $52,857,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $85,060,000 in COFINA Subordinated Bonds

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,042,868,000 in General Obligation Bonds

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $323,792,334 in General Obligation Bonds

• $35,720,000 in General Obligation Bonds (insured by 

monoline insurer)4

• $85,399,404 in COFINA Senior Bonds

• $111,945,000 in COFINA Subordinated Bonds

TOTAL • $1,869,395,829 in General Obligation Bonds

• $88,577,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $85,399,404 in COFINA Senior Bonds

• $197,005,000 in COFINA Subordinated Bonds

 1

 Consistent with the Amended Case Management Procedures, this Exhibit F is limited to those entities that are members of the Ad Hoc Group of General 

Obligation Bondholders as of July 1, 2018. 

2 To the best of Counsel’s knowledge, the information included herein is accurate as of April 10, 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 were subject to pending 

trades or other transfers that had not settled or otherwise closed as of April 10, 2018. 

3 Each entity on this Exhibit F holds disclosable economic interests, or acts as investment advisor or manager to funds, entities and/or accounts or their 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds. 

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EXHIBIT G

Names, Addresses and Disclosable Economic Interests of the Members 

of the Ad Hoc Group of General Obligation Bondholders1 as of June 18, 20182

Name of Creditor3 Address Nature and Amount of Disclosable Economic Interest

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $492,735,495 in General Obligation Bonds

• $65,342,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $51,295,000 in COFINA Senior Bonds

• $38,550,000 in COFINA Subordinated Bonds

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,037,868,000 in General Obligation Bonds

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $312,548,334 in General Obligation Bonds

• $34,595,000 in General Obligation Bonds (insured by 

monoline insurer)4

• $138,474,280 in COFINA Senior Bonds

• $187,415,000 in COFINA Subordinated Bonds

TOTAL • $1,843,181,829 in General Obligation Bonds

• $99,937,833 in General Obligation Bonds (insured by 

monoline insurer)4

• $189,769,280 in COFINA Senior Bonds

• $225,965,000 in COFINA Subordinated Bonds

 1

 Consistent with the Amended Case Management Procedures, this Exhibit G is limited to those entities that are members of the Ad Hoc Group of General 

Obligation Bondholders as of July 1, 2018. 

2 To the best of Counsel’s knowledge, the information included herein is accurate as of June 18, 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 were subject to pending 

trades or other transfers that had not settled or otherwise closed as of June 18, 2018. 

3 Each entity on this Exhibit G holds disclosable economic interests, or acts as investment advisor or manager to funds, entities and/or accounts or their 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds. 

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ANNEX I

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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)

CORRECTED THIRD SUPPLEMENTAL VERIFIED STATEMENT

OF THE AD HOC GROUP OF GENERAL OBLIGATION

BONDHOLDERS PURSUANT TO BANKRUPTCY RULE 20192

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), made applicable to these Title III cases by Section 310 of the Puerto Rico

Oversight, Management, and Economic Stability Act (“PROMESA”), 48 U.S.C. § 2170, and in

accordance with the Fifth Amended Notice, Case Management and Administrative Procedures

[ECF No. 3730-1] (the “Amended Case Management Procedures”), this third supplemental

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 (the “Commonwealth”) (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 (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); 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 On August 9, 2018, the Ad Hoc Group of General Obligation Bondholders filed the Third Supplemental

Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule

2019 (the “Original Statement”) [ECF No. 3757]. The Original Statement is modified to clarify the

current claim amount of the Senior COFINA capital appreciation bonds held by certain members of the

Ad Hoc Group of General Obligation Bondholders. Attached hereto as Annex I is a redline reflecting

the changes made to the Original Statement.

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2

verified statement (this “Third Supplemental Statement”) is submitted by certain holders (the “Ad

Hoc Group of General Obligation Bondholders”)23 of bonds issued or guaranteed by the

Commonwealth of Puerto Rico (the “General Obligation Bonds”).

In support of this Third Supplemental Statement, the Ad Hoc Group of General

Obligation Bondholders respectfully states as follows:

1. In or around July 2015, certain members of the Ad Hoc Group of General

Obligation Bondholders engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”)

and Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP (“Robbins, Russell”) to

represent their interests as holders of General Obligation Bonds. From time to time thereafter,

certain additional holders of General Obligation Bonds have joined and certain other holders

have departed the Ad Hoc Group of General Obligation Bondholders. In October 2016, the Ad

Hoc Group of General Obligation Bondholders retained Jiménez, Graffam & Lausell, as its

Puerto Rico counsel (together with Paul, Weiss and Robbins, Russell, “Counsel”).

2. On July 13, 2017, Counsel submitted the Verified Statement of the Ad Hoc

Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019 [ECF No. 630].

On November 3, 2017, Counsel submitted the First Supplemental Verified Statement of the Ad

Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019 [ECF No.

1625]. On June 21, 2018, Counsel submitted the Second Supplemental Verified Statement of the

23 The Ad Hoc Group of General Obligation Bondholders consists of: (i) Aurelius Capital Management, LP, on

behalf of its managed entities; (ii) Autonomy Capital (Jersey) LP, on behalf of certain of its affiliated

investment funds; and (iii) Monarch Alternative Capital LP, on behalf of certain of the funds and accounts it

manages. The Ad Hoc Group of General Obligation Bondholders does not assume any fiduciary or other

duties to any other creditor or person.

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3

4. The members of the Ad Hoc Group of General Obligation Bondholders

hold disclosable economic interests, or act as investment advisors or managers to funds, entities

and/or accounts or their respective affiliates that hold disclosable economic interests in relation

to the Commonwealth and COFINA. The names and addresses of each of the members of the

Ad Hoc Group of General Obligation Bondholders, together with the nature and amount of each

disclosable economic interest held by each of them in relation to the Commonwealth and

COFINA since August 8, 2017, are set forth in Exhibits A-G attached hereto.34 Specifically,

Exhibits A-G list such disclosable economic interests as of certain specific dates on which

Counsel has determined that the filing of an amended verified statement would have been

required had the Amended Case Management Procedures been in effect at that time. As

reflected in Exhibits A-G, the ratio of General Obligation Bonds to COFINA bonds over this

Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019 [ECF No.

3336].

3. In accordance with the Amended Case Management Procedures, Counsel

submits this Third Supplemental Statement to update the disclosable economic interests that

were held by the Ad Hoc Group of General Obligation Bondholders since August 8, 2017 in

relation to the Commonwealth and COFINA. The information set forth herein (including

Exhibits A-G attached hereto) is based on information provided to Counsel by the Ad Hoc Group

of General Obligation Bondholders and is intended only to comply with Bankruptcy Rule 2019

and the Amended Case Management Procedures.

34

Individuals associated with members of the Ad Hoc Group of General Obligation Bondholders may own debt

of the Debtors in their individual capacities, but Counsel does not represent such individuals in such

capacities.

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4

period of time ranges from a high of 98% General Obligation Bonds to 2% COFINA bonds to a

low of 8082% General Obligation Bonds to 2018% COFINA bonds. This translates to the Ad

Hoc Group of General Obligation Bondholders being heavily weighted towards General

Obligation Bonds at all times; i.e., the General Obligation Bond holdings represented between 4

to 51 times the Ad Hoc Group of General Obligation Bondholders’ COFINA holdings.45

5. As of the date of this Third Supplemental Statement, Counsel represents

only the Ad Hoc Group of General Obligation Bondholders in respect of their General Obligation

Bonds and does not represent or purport to represent any other entities with respect to the

Debtors’ Title III Cases. In addition, each member of the Ad Hoc Group of General Obligation

Bondholders (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 Debtors’ Title III Cases. To the extent any member of the Ad Hoc Group of General

Obligation Bondholders holds interests other than the General Obligation Bonds, the Ad Hoc

Group of General Obligation Bondholders does not represent such other interest, nor does

Counsel represent group members with respect to such other interests.

6. Nothing contained in this Third Supplemental Statement (or exhibits

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 held by any member of the Ad Hoc Group

of General Obligation Bondholders, its affiliates or any other entity, or (b) an admission with

respect to any fact or legal theory. Nothing in this Third Supplemental Statement (or exhibits

45 For the avoidance of doubt, these calculations are based on the disclosable economic interests held by those

entities that are members of the Ad Hoc Group of General Obligation Bondholders as of July 1, 2018.

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hereto) should be construed as a limitation upon, or waiver of, any rights of any member of the

Ad Hoc Group of General Obligation Bondholders to assert, file and/or amend any proof of

claim in accordance with applicable law and any orders entered in these cases.

7. Additional holders of General Obligation Bonds may become members of

the Ad Hoc Group of General Obligation Bondholders, and certain members of the Ad Hoc

Group of General Obligation Bondholders may cease to be members in the future. Counsel

reserves the right to further amend or supplement this Third Supplemental Statement as

necessary for that or any other reason in accordance with Bankruptcy Rule 2019.

[Remainder of page intentionally left blank]

5

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

their knowledge.

Dated: San Juan, Puerto Rico

 August 910, 2018

PAUL, WEISS, RIFKIND, WHARTON &

GARRISON LLP

/s/ Andrew N. Rosenberg 

Andrew N. Rosenberg (pro hac vice)

Richard A. Rosen (pro hac vice)

Walter Rieman (pro hac vice)

Kyle J. Kimpler (pro hac vice)

Karen R. Zeituni (pro hac vice)

1285 Avenue of the Americas

New York, NY 10019

Telephone: (212) 373-3000

Facsimile: (212) 757-3990

E-Mail: arosenberg@paulweiss.com

ROBBINS, RUSSELL, ENGLERT, ORSECK,

UNTEREINER & SAUBER LLP

/s/ Mark T Stancil 

Lawrence S. Robbins (admitted pro hac vice)

Mark T. Stancil (admitted pro hac vice)

Gary A. Orseck (admitted pro hac vice)

Kathryn S. Zecca (admitted pro hac vice)

Ariel N. Lavinbuk (admitted pro hac vice)

Donald Burke (admitted pro hac vice)

1801 K Street, NW

Washington, D.C. 20006

Telephone: (202) 775-4500

Facsimile: (202) 775-4510

E-Mail: mstancil@robbinsrussell.com

JIMÉNEZ, GRAFFAM & LAUSELL

/s/ Ramón Rivera Morales 

J. Ramón Rivera Morales

USDC-PR Bar No. 200701

PO Box 366104

San Juan, PR 00936-6104

Telephone: (787) 767-1030

Facsimile: (787) 751-4068

E-Mail: rrivera@jgl.com

Counsel to the Ad Hoc Group of General Obligation Bondholders

6

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Name of Creditor3 Address Nature and Amount of Disclosable E

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $469,910,000 in General Obligation • $5,147,900 in General Obligation B

monoline insurer)4

• $39,205,000 in COFINA Subordina

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $961,885,000 in General Obligation 

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $545,281,334 in General Obligation B• $35,885,000 in General Obligation Bo

monoline insurer)4

TOTAL • $1,977,076,334 in General Obligation 

• $41,032,900 in General Obligation Bo

monoline insurer)4

• $39,205,000 in COFINA Subordinate

EXHIBIT A

Names, Addresses and Disclosable Economic Interests of the Members

of the Ad Hoc Group of General Obligation Bondholders1 as of August 8, 20172

1 Consistent with the Amended Case Management Procedures, this Exhibit A is limited to those entities that are members of the A

Obligation Bondholders as of July 1, 2018.

2 To the best of Counsel’s knowledge, the information included herein is accurate as of August 8, 2017. The amounts set fo

outstanding principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or oth

owing under the applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable 

were subject to pending trades or other transfers that had not settled or otherwise closed as of August 8, 2017.

3 Each entity on this Exhibit A holds disclosable economic interests, or acts as investment advisor or manager to funds, entities 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds.

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Name of Creditor3 Address Nature and Amount of Disclosable E

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $438,775,000 in General Obligation • $8,602,900 in General Obligation B

monoline insurer)4

• $41,855,000 in COFINA Subordina

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,092,905,000 in General Obligati• $20,660,000 in COFINA Subordina

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $236,125,334 in General Obligation B• $35,885,000 in General Obligation Bo

monoline insurer)4

TOTAL • $1,767,805,334 in General Obligation 

• $44,487,900 in General Obligation Bo

monoline insurer)4

• $62,515,000 in COFINA Subordinate

EXHIBIT B

Names, Addresses and Disclosable Economic Interests of the Members

of the Ad Hoc Group of General Obligation Bondholders1 as of November 1, 20172

1 Consistent with the Amended Case Management Procedures, this Exhibit B is limited to those entities that are members of the A

Obligation Bondholders as of July 1, 2018.

2 To the best of Counsel’s knowledge, the information included herein is accurate as of November 1, 2017. The amounts set f

outstanding principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or oth

owing under the applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable were subject to pending trades or other transfers that had not settled or otherwise closed as of November 1, 2017.

3 Each entity on this Exhibit B holds disclosable economic interests, or acts as investment advisor or manager to funds, entities 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds.

Case:17-03283-LTS Doc#:3761 Filed:08/10/18 Entered:08/10/18 21:06:31 Desc: 

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Name of Creditor3 Address Nature and Amount of Disclosable E

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $447,185,000 in General Obligation • $45,992,833 in General Obligation 

monoline insurer)4

• $80,475,000 in COFINA Subordina

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $932,318,000 in General Obligation 

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $161,756,906 in General Obligation B• $35,705,000 in General Obligation Bo

monoline insurer)4

• $50,000,00013,431,050 in COFINA 

EXHIBIT C

Names, Addresses and Disclosable Economic Interests of the Members

of the Ad Hoc Group of General Obligation Bondholders1 as of January 5, 20182

1 Consistent with the Amended Case Management Procedures, this Exhibit C is limited to those entities that are members of the A

Obligation Bondholders as of July 1, 2018.

2 To the best of Counsel’s knowledge, the information included herein is accurate as of January 5, 2018. The amounts set fo

outstanding principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or oth

owing under the applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable 

were subject to pending trades or other transfers that had not settled or otherwise closed as of January 5, 2018.

3 Each entity on this Exhibit C holds disclosable economic interests, or acts as investment advisor or manager to funds, entities 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds.

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TOTAL • $1,541,259,906 in General Obligation 

• $81,697,833 in General Obligation Bo

monoline insurer)4

• $50,000,00013,431,050 in COFINA S• $80,475,000 in COFINA Subordinate

2

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Name of Creditor3 Address Nature and Amount of Disclosable E

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $436,370,000 in General Obligation • $50,272,833 in General Obligation 

monoline insurer)4

• $117,090,000 in COFINA Subordin

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,022,468,000 in General Obligati

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $161,756,906 in General Obligation B• $35,720,000 in General Obligation Bo

monoline insurer)4

• $50,000,00013,486,350 in COFINA 

TOTAL • $1,620,597,906 in General Obligation 

• $85,992,833 in General Obligation Bo

monoline insurer)4

• $50,000,00013,486,350 in COFINA S• $117,090,000 in COFINA Subordinat

EXHIBIT D

Names, Addresses and Disclosable Economic Interests of the Members

of the Ad Hoc Group of General Obligation Bondholders1 as of February 5, 20182

1 Consistent with the Amended Case Management Procedures, this Exhibit D is limited to those entities that are members of the A

Obligation Bondholders as of July 1, 2018.

2 To the best of Counsel’s knowledge, the information included herein is accurate as of February 5, 2018. The amounts set fo

outstanding principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or oth

owing under the applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable 

were subject to pending trades or other transfers that had not settled or otherwise closed as of February 5, 2018.

3 Each entity on this Exhibit D holds disclosable economic interests, or acts as investment advisor or manager to funds, entities 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds.

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Name of Creditor3 Address Nature and Amount of Disclosable E

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $423,630,000 in General Obligation • $50,342,833 in General Obligation 

monoline insurer)4

• $117,090,000 in COFINA Subordin

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,022,468,000 in General Obligati

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $216,336,334 in General Obligation B• $35,720,000 in General Obligation Bo

monoline insurer)4

• $121,855,00045,565,852 in COFINA 

TOTAL • $1,662,434,334 in General Obligation 

• $86,062,833 in General Obligation Bo

monoline insurer)4

• $121,855,00045,565,852 in COFINA • $117,090,000 in COFINA Subordinat

EXHIBIT E

Names, Addresses and Disclosable Economic Interests of the Members

of the Ad Hoc Group of General Obligation Bondholders1 as of March 5, 20182

1 Consistent with the Amended Case Management Procedures, this Exhibit E is limited to those entities that are members of the A

Obligation Bondholders as of July 1, 2018.

2 To the best of Counsel’s knowledge, the information included herein is accurate as of March 5, 2018. The amounts set fo

outstanding principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or oth

owing under the applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable 

were subject to pending trades or other transfers that had not settled or otherwise closed as of March 5, 2018.

3 Each entity on this Exhibit E holds disclosable economic interests, or acts as investment advisor or manager to funds, entities 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds.

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Name of Creditor3 Address Nature and Amount of Disclosable E

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $502,735,495 in General Obligation • $52,857,833 in General Obligation 

monoline insurer)4

• $85,060,000 in COFINA Subordina

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,042,868,000 in General Obligati

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $323,792,334 in General Obligation B• $35,720,000 in General Obligation Bo

monoline insurer)4

• $204,370,00085,399,404 in COFINA • $111,945,000 in COFINA Subordinat

TOTAL • $1,869,395,829 in General Obligation 

• $88,577,833 in General Obligation Bo

monoline insurer)4

• $204,370,00085,399,404 in COFINA • $197,005,000 in COFINA Subordinat

EXHIBIT F

Names, Addresses and Disclosable Economic Interests of the Members

of the Ad Hoc Group of General Obligation Bondholders1 as of April 10, 20182

1 Consistent with the Amended Case Management Procedures, this Exhibit F is limited to those entities that are members of the A

Obligation Bondholders as of July 1, 2018.

2 To the best of Counsel’s knowledge, the information included herein is accurate as of April 10, 2018. The amounts set fo

outstanding principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or oth

owing under the applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable were subject to pending trades or other transfers that had not settled or otherwise closed as of April 10, 2018.

3 Each entity on this Exhibit F holds disclosable economic interests, or acts as investment advisor or manager to funds, entities 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds.

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Name of Creditor3 Address Nature and Amount of Disclosable E

Aurelius Capital Management, LP 535 Madison Avenue

New York, NY 10022

• $492,735,495 in General Obligation • $65,342,833 in General Obligation 

monoline insurer)4

• $51,295,000 in COFINA Senior Bo• $38,550,000 in COFINA Subordina

Autonomy Capital (Jersey) LP 7-9 Conway Street

Conway House, 2nd Floor

Saint Helier, Jersey JE2 3NT

• $1,037,868,000 in General Obligati

Monarch Alternative Capital LP 535 Madison Avenue

26th Floor

New York, NY 10022

• $312,548,334 in General Obligation B• $34,595,000 in General Obligation Bo

monoline insurer)4

• $210,550,000138,474,280 in COFINA • $187,415,000 in COFINA Subordinat

EXHIBIT G

Names, Addresses and Disclosable Economic Interests of the Members

of the Ad Hoc Group of General Obligation Bondholders1 as of June 18, 20182

1 Consistent with the Amended Case Management Procedures, this Exhibit G is limited to those entities that are members of the A

Obligation Bondholders as of July 1, 2018.

2 To the best of Counsel’s knowledge, the information included herein is accurate as of June 18, 2018. The amounts set fo

outstanding principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or oth

owing under the applicable debt documents and laws. In addition, the amounts set forth herein do not include any disclosable were subject to pending trades or other transfers that had not settled or otherwise closed as of June 18, 2018.

3 Each entity on this Exhibit G holds disclosable economic interests, or acts as investment advisor or manager to funds, entities 

respective subsidiaries that hold disclosable economic interests, in relation to the Commonwealth and/or COFINA.

4 The amounts set forth herein reflect payments made by the monoline insurer on account of such General Obligation Bonds.

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TOTAL • $1,843,181,829 in General Obligation 

• $99,937,833 in General Obligation Bo

monoline insurer)4

• $261,845,000189,769,280 in COFINA • $225,965,000 in COFINA Subordinat

2

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Summary report:

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3:41:15 PM

Style name: PW Basic

Intelligent Table Comparison: Active

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Modified DMS: iw://US/US1/12249631/2

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