IN THE 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 

No. 17 BK 3283-LTS 

(Jointly Administered) 

PROTECTIVE ORDER 

WHEREAS, Respondents the Commonwealth of Puerto Rico (the “Commonwealth”), 

the Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”), and the 

Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”) (collectively, 

“Respondents” and with Movants, “Parties”) possess information that they claim is confidential, 

proprietary, and commercially sensitive information that Respondents will disclose to Movants 

the Ad Hoc Group of General Obligation Bondholders (“GO Group”), Assured Guaranty Corp. 

(“AGC”), Assured Guaranty Municipal Corp. (f/k/a Financial Security Assurance Inc.) (“AGM” 

and, together with AGC, “Assured”), the Mutual Fund Group, and National Public Finance 

Guarantee Corporation (“National”) (collectively “Movants” and with Respondents, “Parties”), 

in connection with the Court’s December 15, 2017 Order Authorizing Examination pursuant to 

 

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 

(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 (“HTA”) (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). (Title III Case numbers are listed as bankruptcy case numbers due to software limitations). 

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Rule 2004 of the Federal Rules of Bankruptcy Procedure (“Rule 2004”) (Dkt. No. 2033), and 

that Respondents also may need to disclose to Movants in connection with future orders 

authorizing examination pursuant to Rule 2004; and 

WHEREAS Movants have established good cause for entry of this Order (“Protective 

Order”) pursuant to Rule 26 of the Federal Rules of Civil Procedure, made applicable to this 

Title III proceeding by Rule 7026 of the Federal Rules of Bankruptcy Procedure, to facilitate 

discovery in the Title III proceeding while protecting such confidential information from 

improper disclosure and use, 

IT IS HEREBY ORDERED as follows: 

DEFINITIONS 

1. “Material” shall mean and refer to all documents and electronically stored 

information, within the meaning of Rule 34 of the Federal Rules of Civil Procedure, made 

applicable to this Title III proceeding by Rule 7034 of the Federal Rules of Bankruptcy 

Procedure, as well as any deposition testimony, deposition exhibits, interrogatory responses, 

responses to requests for admission, responses to production requests, responses to deposition on 

written questions and other written, recorded, electronic, or graphic materials produced or made 

available by any Respondent or non-party, as well as any information contained in any of above 

items. 

2. “Confidential” or “Confidential Material” shall mean and refer to any 

Material produced by any Respondent or non-party (each referred to herein as a “Producing 

Party”) that the Producing Party considers in good faith to contain commercial, financial, trade 

secret, research and development, or personal information of a proprietary nature that is not 

known to, or has not generally been made available to, the public or other information the 

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disclosure of which, in the good faith judgment of the Producing Party, would be detrimental to 

the conduct of the Producing Party’s business or official functions. 

3. “Qualified Persons” shall mean and refer to: 

(a) Employees of the Parties and their affiliates, House Counsel, 

Outside Counsel of Record for each Party and their paralegals and 

other professional personnel including support and IT staff to 

whom disclosure of information is necessary for the litigation of 

this Title III proceeding; 

(b) testifying or consulting experts retained by any Party and their 

associates or other professional personnel including support and IT 

staff, and consultants to the Parties and their affiliates to whom 

disclosure of information is necessary for the litigation of this Title 

III proceeding; 

(c) any mediator retained by the parties or appointed by the Court in 

this Title III proceeding and employees of such mediator who are 

assisting in the conduct of the mediation; 

(d) deposition witnesses; 

(e) the Court and all persons assisting the Court in this Title III 

proceeding, including law clerks, court reporters, translators, and 

clerical personnel; 

(f) translators and outside litigation support vendors (including 

commercial copying and imaging services, vendors assisting with 

electronic discovery matters, and trial consultants) retained by a 

Party in connection with this Title III proceeding; 

(g) persons who are authors, addressees, and recipients of documents 

containing Confidential Material to the extent they have previously 

had lawful access to such documents; and 

(h) professional court reporters and their staff engaged to transcribe 

testimony in this Title III proceeding. 

4. “House Counsel” shall mean and refer to attorneys who are employees of 

a Party or an affiliate of a Party. 

5. “Outside Counsel of Record” shall mean and refer to attorneys who are 

not employees of a Party but are retained to represent or advise a Party and have appeared in this 

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matter on behalf of that Party or are affiliated with a law firm which has appeared on behalf of 

that Party, or contract or temporary attorneys who have been retained, through an agency or 

directly, by a law firm which has appeared on behalf of a Party. 

SCOPE AND INTERPRETATION OF THIS ORDER 

6. This Protective Order shall be applicable to, and shall govern, all Material 

produced and disclosed pursuant to a Rule 2004 examination in the above titled Title III 

proceeding, and shall remain in effect until further order of the Court. The protections conferred 

by this Protective Order cover not only Confidential Material, but also (1) any information 

copied or extracted from Confidential Material; (2) all copies, excerpts, summaries, or 

compilations of Confidential Material; and (3) any testimony, conversations, or presentations by 

Parties or their counsel that might reveal Confidential Material. Issues relating to the use of 

Confidential Material may be revisited by the Parties and the Court in advance of any evidentiary 

hearing or trial in this Title III proceeding. 

7. All Material, including, but not limited to, Confidential Material produced 

in this Title III proceeding, shall be used only in connection with this proceeding, and not for any 

other business, competitive, personal, private, public, or other purpose whatsoever. This 

Protective Order shall be binding on the Parties to this Title III proceeding and their successors, 

parents, subsidiaries, divisions, affiliates, employees, officials, agents, retained consultants and 

experts, and any persons or organizations over which they have direct control. 

DESIGNATION OF CONFIDENTIAL MATERIAL 

8. Any Respondent or non-party may designate any Material as Confidential 

Material by affixing the legend “CONFIDENTIAL” to each item satisfying the definitions set 

forth above. Within five (5) business days of the entry of this Protective Order, Respondents 

shall specifically identify as CONFIDENTIAL any documents in the Intralinks data room that 

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(1) have been ordered produced pursuant to the Court’s December 15, 2017 Rule 2004 Order 

(Dkt. No. 2033), the Court’s February 26, 2018 Order on Fiscal Plan Development Materials 

(Dkt. No. 2590) (and Movants’ associated Motion to Compel) and the Joint Report of Movants 

and Respondents With Respect to Order Authorizing Rule 2004 Examination Dated December 

22, 2017 and (2) meet the definition of CONFIDENTIAL under this Order. If Respondents fail 

to identify any document produced or deemed produced pursuant to Rule 2004 as Confidential 

Material within five (5) business days of the entry of this order, each such document will not be 

treated as Confidential Material under this Protective Order. 

9. If a Respondent or non-party elects to make Confidential Material 

available for inspection, the producing party need not mark the Material in advance of any such 

inspection, but instead, if items are selected for copying, may affix the labels to the selected 

items at that time. All Confidential Material inspected, but not copied, is to be treated as 

Confidential. 

10. Where a Respondent or non-party produces electronic files in native 

electronic format, such electronic files and documents may be designated for protection under 

this Protective Order by appending to the file names or designators information indicating 

whether the files contain Confidential Material, or by any other reasonable method for 

appropriately designating such information produced in electronic format, including by making 

such designations in reasonably accessible metadata associated with the files. Where 

Confidential Material is produced in electronic format on a disk or other medium that contains 

exclusively Confidential Material, the “CONFIDENTIAL” designation may be placed on the 

disk or other medium. When electronic files or documents in native form are printed for use at 

deposition, in a court proceeding, or for provision to any Qualified Person in accordance with the 

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terms of this Protective Order, the Party printing the electronic files or documents shall affix a 

legend to the printed documents saying “CONFIDENTIAL” and include the production number 

and designation associated with the native file. 

11. Whenever discovery is sought from a non-party, a copy of this Protective 

Order shall accompany the discovery request or subpoena. Any non-party producing Materials 

pursuant to a subpoena or otherwise (“Third-Party Material”) may also designate items as being 

Confidential at the time of production, and such designation will have the full effect given to 

such labels by this Protective Order. If any Party chooses to challenge a non-party’s designation 

of Third-Party Material as “Confidential” under the procedures set forth in paragraph 15, the 

producing non-party, or the other Party, may oppose that challenge. However, nothing herein 

shall be deemed to permit non-parties to review or obtain any documents or things designated as 

Confidential by any Party other than in accordance with paragraphs 16-17. 

12. In the case of deposition testimony and related exhibits, any Party may 

designate portions of the transcript (including exhibits) Confidential by making a statement to 

that effect on the record during the course of the deposition, or by written notice to the other 

Party within thirty (30) days after receipt of the transcript; provided that the entire deposition 

transcript shall be treated as Confidential prior to each Party’s designation or the expiration of 

the 30-day period, whichever comes first. If the designation is made during the course of the 

deposition, or if a witness believes an answer will require him to divulge Confidential Material, 

or if the attorney taking the deposition believes that the question will divulge Confidential 

Material, all persons not permitted access to such Confidential Material under the terms of this 

Protective Order shall be excluded from the deposition room and the designating party shall 

instruct the court reporter to place the legend “CONFIDENTIAL” on the pages containing that 

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information and to place on the cover of the transcript the legend “CONTAINS 

CONFIDENTIAL MATERIALS.” Where the designation is made after receipt of the transcript, 

each Party shall be responsible for marking the designated transcripts with the appropriate 

legend, as instructed by the designating Party. 

13. The failure to designate Material as Confidential shall not be deemed a 

waiver in whole or in part of the claim of confidentiality. Upon prompt notice from the 

producing Party of such failure to designate, the receiving Party shall cooperate to restore the 

confidentiality of the Confidential Material. No Party shall be held in breach of this Protective 

Order if, prior to notification of such later designation, such Confidential Material had been 

disclosed or used in a manner inconsistent with such later designation. The producing Party shall 

provide substitute copies bearing the corrected designation. The receiving Party shall return or 

certify the destruction of the previously undesignated Material. 

14. Inadvertent production of information that is subject to the attorney-client 

privilege or work-product immunity does not waive the attorney-client privilege or work product 

immunity if a request for return of such documents or information is made promptly after the 

producing Party learns of its inadvertent production. A Party receiving a request for the return of 

inadvertently produced documents shall promptly return the inadvertently produced documents 

to the producing Party and destroy all remaining copies of the inadvertently produced 

documents, including electronic, paper, and other copies. 

15. This Protective Order shall not foreclose any Party from seeking a ruling 

from the Court that a Party (or non-party) has improperly designated Material (or Third-Party 

Material) as Confidential Material. If a Party believes documents have been inappropriately 

labeled as Confidential, it shall identify with particularity the document(s) or information that it 

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contends should be designated differently and state the grounds for each objection with 

particularity. Thereafter, the Parties (or Party and non-party) shall meet and confer in an attempt 

to resolve the dispute without Court intervention within five days of receipt of the written list of 

challenged documents. If the dispute cannot be resolved, the objecting Party may file with the 

Court a “Motion to Remove Confidential Designation.” The Party (or non-party) asserting 

confidentiality shall have the burden of establishing that the information should be protected 

from disclosure. Except as otherwise permitted under this Order, no Party shall disclose any 

Material labeled Confidential unless and until there is an order from the Court ordering the 

designation to be removed. 

TREATMENT OF CONFIDENTIAL MATERIAL 

16. The substance or content of Confidential Material, as well as copies, notes 

and memoranda relating thereto, shall not be disclosed or made available to anyone other than 

Qualified Persons identified in paragraph 3(a) – (h), and no person shall disclose such 

information to those Qualified Persons identified in paragraph 3(b), (d), (f), or (h) herein without 

furnishing to such person a copy of this Protective Order and obtaining from that person an 

executed Confidentiality Agreement, the form of which is set forth in Exhibit A. 

Notwithstanding the foregoing, prior to the entry of this Stipulated Protective Order by the Court, 

Confidential Material may be shown to a Qualified Person identified in paragraph 3(b), (d), (f), 

or (h) if such person is shown a draft of this Protective Order and agrees to be bound by its 

terms. Such person must promptly execute a Confidentiality Agreement once this Protective 

Order is entered by the Court. 

17. If any Qualified Person permitted access to Confidential Material receives 

a subpoena or documentary demand that encompasses any Confidential Material produced 

pursuant to this Protective Order, that Qualified Person shall object thereto and provide prompt 

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written notice to the Party or non-party who originally produced the Confidential Material. If 

any Material designated as Confidential is disclosed, through inadvertence or otherwise, to 

anyone not authorized under the terms of this Protective Order, then the person inadvertently 

disclosing the Confidential Material shall use his or her best efforts to bind the recipient to the 

terms of this Protective Order. Such person shall be informed promptly of all the provisions of 

this Protective Order, identified to the non-disclosing Party, and requested to execute a 

Confidentiality Agreement the form of which is set forth as Exhibit A. 

18. Any Confidential Material filed with or otherwise submitted to the Court 

shall be filed or submitted under seal consistent with the local rules for the United States 

Bankruptcy Court for the District of Puerto Rico, and any case management procedures 

governing this Title III proceeding. Any motion to file material under seal must include 

information sufficient to demonstrate that the sealed filing is warranted despite the First 

Amendment and common law rights of access to judicial documents. If any Confidential 

Material is used in any court proceeding, it shall not lose its designation through such use, and 

the Parties shall take all steps required to protect the confidentiality of the Confidential Material 

during such use, including but not limited to designating the portions of the hearing transcript 

concerning such Material as Confidential. 

19. The restrictions imposed by this Protective Order may be modified or 

terminated only by written stipulation of the Parties or by order of the Court. This Protective 

Order shall not prevent any Party or non-party from seeking additional protective orders, or from 

seeking relief, including injunctive and/or other equitable remedies, or from asserting evidentiary 

objections, in a court of competent jurisdiction to prevent the disclosure or use of Confidential 

Material. This Court shall retain full and exclusive jurisdiction during the pendency of this case 

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and thereafter to enforce this Protective Order and to grant relief for any violation thereof. All 

signatories of Exhibit A hereto explicitly consent to the jurisdiction of this Court for such 

purposes. 

20. Nothing herein shall be construed as (a) preventing any Party from 

continuing to use any Material in the public domain or that subsequently becomes a part of the 

public domain other than as a result of any act of such Party or of disclosure in violation of this 

Protective Order; (b) limiting a Party’s use or disclosure of its own information designated as 

Confidential; (c) preventing the disclosure of Confidential Material with the consent of the 

designating Party or non-party; or (d) preventing a Party from continuing to use any information 

or Material that it had the right to use and which was obtained independently of disclosure in this 

Title III proceeding. 

21. Nothing herein shall be deemed to be a limitation upon, or a waiver of, the 

rights of the Parties or any objections the Parties may have, under the Federal Rules of Civil 

Procedure, the Federal Rules of Bankruptcy Procedure, or the Federal Rules of Evidence. 

RETURN OF CONFIDENTIAL MATERIALS 

22. At the conclusion of this Title III Proceeding, by way of final judgment, 

settlement or otherwise, including all appeals, all Confidential Material, along with all copies, 

summaries and compilations thereof (except documents filed with the Court, depositions 

transcripts, and work product) shall be (a) returned to counsel for the designating Party or nonparty; or (b) destroyed (and certified by affidavit as having been destroyed) by counsel for the 

Party in possession thereof. If any person is unable to destroy or return the Confidential Material 

upon reasonable effort, or is prevented from destroying or returning such Material due to 

operation of law, this requirement shall be excused; however, all other duties with respect to the 

confidentiality of this Material shall remain in effect. At the conclusion of this Title III 

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proceeding, the provisions of this Protective Order shall continue to be binding upon all persons 

subject to this Protective Order. 

SO ORDERED. 

Dated: April ____, 2018 

/s/ 

JUDITH GAIL DEIN 

 United States Magistrate Judge

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EXHIBIT A 

IN THE 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.2

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

CONFIDENTIALITY AGREEMENT 

I, , state that: 

1. My address is _____________________________________________________. 

2. My present employer is _____________________________________________. 

3. My present occupation or job description is _____________________________ 

__________________________________________________________________

_________________________________________________________________. 

4. I have received a copy of the Protective Order entered in the above-entitled action 

on _______________________. 

5. I have carefully read and understand the provisions of the Protective Order. 

 

2

 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 

(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 (“HTA”) (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). (Title III Case numbers are listed as bankruptcy case numbers due to software limitations). 

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 - 2 - 

6. I will comply with all of the provisions of the Protective Order. 

7. I will hold in confidence, will not disclose to anyone not qualified under the 

Protective Order, and will use only for purposes of this action, any Confidential Material that is 

disclosed to me. 

8. I will return all Confidential Information that comes into my possession, and 

documents or things that I have prepared relating thereto, to counsel for the party by whom I am 

employed or retained, or to counsel from whom I received the Confidential Material. 

9. I hereby submit to the jurisdiction of this Court for the purpose of enforcement of 

the Protective Order. 

Dated: ______________ _________________________ 

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