UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.

Debtors.1

PROMESA

Title III 

Case No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

PROMESA

Title III 

Case No. 17 BK 4780-LTS

Re: ECF Nos. 549, 722.

Urgent Application Relates Only to 

PREPA and Shall Only Be Filed in 

Case No. 17 BK 4780-LTS

The Financial Oversight and 

Management Board for Puerto Rico,

as representative of

Puerto Rico Electric Power Authority,

Movant,

 1

 The Debtors in the jointly-administered Title III cases, along with each Debtor’s respective Title III case number 

listed as a bankruptcy case number due to software limitations and the last four (4) digits of each Debtor’s 

federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 

17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation 

(“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474); 

(iii) Employees Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”) 

(Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (iv) Puerto Rico Highways 

and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-

LTS) (Last Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers 

due to software limitations).

Case:17-03283-LTS Doc#:2531 Filed:02/16/18 Entered:02/16/18 17:41:45 Desc: Main

Document Page 1 of 8
v.

WHITEFISH ENERGY HOLDINGS, LLC, et al.2

Respondents,

[Caption continued on next page]

 2 The Respondents include: Arc American, Inc., the Ad Hoc Group of General Obligation Bondholders, U.S. Bank 

National Association in its Capacity as PREPA Bond Trustee, the Ad Hoc Group of PREPA Bondholders, 

Whitefish Energy Holdings, LLC, Scotiabank de Puerto Rico, Solus Alternative Asset Management LP, National 

Public Finance Guarantee Corporation, Ambac Assurance Corporation, Assured Guaranty Corp., Assured 

Guaranty Municipal Corp., Syncora Guarantee Inc., the Official Committee of Unsecured Creditors, Siemens 

Transportation Partnership Puerto Rico, S.E, and Knighthead Capital Management, LLC (collectively, the 

“Respondents”).

Case:17-03283-LTS Doc#:2531 Filed:02/16/18 Entered:02/16/18 17:41:45 Desc: Main

Document Page 2 of 8
URGENT MOTION 

OF OVERSIGHT BOARD AND AAFAF TO SCHEDULE RESOLUTION OF

OVERSIGHT BOARD AND AAFAF’S URGENT APPLICATION AND NOTICE OF 

REVISED PROPOSED $300 MILLION LOAN FROM COMMONWEALTH TO PREPA

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

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

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

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

Stability Act (“PROMESA”), 3 and the Puerto Rico Fiscal Agency and Financial Advisory 

Authority (“AAFAF,” and, together with the Oversight Board, the “Movants”) respectfully 

submit this urgent motion (the “Scheduling Motion”) seeking entry of an order scheduling the 

resolution of the Oversight Board and AAFAF’s Urgent Application and Notice of Revised 

Proposed $300 Million Loan From Commonwealth to PREPA [ECF No. 772] (the “Urgent Joint 

Application”).

4

The Movants respectfully aver as follows:

Procedural Background

1. On February 15, 2018, this Court issued its oral ruling that for reasons explained 

on the record, it would not grant the Urgent Joint Motion of the Financial Oversight and 

Management Board for Puerto Rico and the Puerto Rico Fiscal Agency and Financial Advisory 

Authority for Entry of Interim and Final Orders (a) Authorizing Postpetition Secured Financing, 

(b) Granting Priming Liens and Providing Superpriority Administrative Expense Claims, (c) 

Modifying the Automatic Stay, (d) Scheduling a Final Hearing, and (e) Granting Related Relief

(the “Postpetition Financing Motion”) [ECF No. 549]. The Court, however, determined not to

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

4 Capitalized terms used but not otherwise defined herein shall have the same meaning given to them in the Urgent 

Joint Application.

Case:17-03283-LTS Doc#:2531 Filed:02/16/18 Entered:02/16/18 17:41:45 Desc: Main

Document Page 3 of 8
issue a final order in respect of the Postpetition Financing Motion, but to enable Movants to 

submit on short notice a revised, proposed financing on terms the Court observed it might 

favorably entertain under 11 U.S.C. § 364(c) for a $300 million unsecured, superpriority loan, 

which may be followed up subsequently with a larger loan, which may be collateralized if certain 

showings are made.

2. Because of the emergency confronting Puerto Rico with the commencement of 

the ramping down of PREPA’s power generation, on February 16, 2018 at 4:17 a.m., Movants 

filed their Urgent Joint Application, seeking entry of a revised proposed order (the “Revised 

Proposed Financing Order”) approving a $300 million credit facility and granting the lender a

superpriority administrative expense claim (the “Revised Financing”) in accordance with a 

revised credit agreement (the “Revised Credit Agreement”). Both the Revised Financing Order 

and Revised Credit Agreement were attached as exhibits to the Urgent Joint Application.

3. In compliance with the Court’s directive at the February 15, 2018 hearing, 

Movants consulted with creditors regarding the financing and a briefing schedule. Movants had a 

call with the Respondents at 11 a.m. (EST) Friday February 16, 2018. During the call, Movants 

and Respondents discussed comments to the Revised Proposed Financing Order and Revised 

Credit Agreement and resolved some, but not all Respondents’ concerns. Movants also 

discussed with Respondents the schedule by which Respondents will provide additional 

comments on the Revised Proposed Financing Order, and methods of presenting unresolved 

issues that will allow the Court to enter an order on the Revised Financing by no later than 

Tuesday February 20, 2018, preferably in the morning. The parties did not agree to any one 

proposed schedule, except for an agreement that Movants would take creditors’ comments 

Case:17-03283-LTS Doc#:2531 Filed:02/16/18 Entered:02/16/18 17:41:45 Desc: Main

Document Page 4 of 8
received by 3 p.m. this afternoon and file a revised proposed financing order and credit 

agreement (the “Revised Financing Documents”) prior to Saturday February 17, 2018.

Relief Requested

4. In light of the exigency of PREPA’s liquidity situation, Movants request the Court 

set the following schedule and procedure to resolve their Urgent Joint Application:

a. Saturday, February 17, 2018, by 6 p.m. (EST): Parties must file any responses 

or objections (“Objections”) to the Revised Financing Documents;

b. Sunday, February 18, 2018, by 2 p.m. (EST): Movants and any other party 

must file any replies to the Objections.

c. Determination on Submissions: Movants request the Court to resolve the 

Urgent Joint Application on the submissions, without further hearing, unless one 

or more parties request a hearing and the Court determines it is necessary.

a. Potential Hearing Date: If the Court determines to hold a hearing on the 

submissions, Movants request the hearing be scheduled for Tuesday February 

20, 2018 at 9:30 a.m. (Eastern Standard Time) (10:30 a.m. Atlantic Standard 

Time) in Courtroom 17C of the United States District Court for the Southern 

District of New York, Daniel Patrick Moynihan Courthouse, 500 Pearl Street, 

New York, NY 10007 and by video teleconference in a Courtroom to be 

determined at the United States District Court for the District of Puerto Rico, 150 

Carlos Chardón Street, Federal Building, San Juan, Puerto Rico 00918-1767.

5. A proposed order granting this Scheduling Motion is attached hereto as 

Exhibit A.

Certification in Compliance with the Case Management Procedures and Local Rule 9013-1

Case:17-03283-LTS Doc#:2531 Filed:02/16/18 Entered:02/16/18 17:41:45 Desc: Main

Document Page 5 of 8
6. Pursuant to Local Rule 9013-1 and section I.H of the Case Management 

Procedures, Movants hereby certify that they have (a) carefully examined the matter and 

concluded that there is a true need for urgent relief; (b) not created the urgency through any lack

of due diligence; (c) made a bona fide effort to resolve the matter without a hearing; and (d) 

made reasonable, good-faith communications in an effort to resolve or narrow the issues being 

brought to the Court.

[Remainder of page intentionally left blank]

Case:17-03283-LTS Doc#:2531 Filed:02/16/18 Entered:02/16/18 17:41:45 Desc: Main

Document Page 6 of 8
WHEREFORE Movants respectfully request the Court to grant the Scheduling Motion 

and grant Movants such other and further relief as is just.

Dated: February 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as Representative for 

PREPA

/s/ Hermann D. Bauer 

Hermann D. Bauer

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

Co-Attorneys for the Financial Oversight and 

Management Board as Representative for 

PREPA

THE PUERTO RICO FISCAL AGENCY 

AND FINANCIAL ADVISORY 

AUTHORITY, as fiscal agent for PREPA

By its attorneys,

/s/ Nancy A. Mitchell

Nancy A. Mitchell (pro hac vice)

Greenberg Traurig LLP

200 Park Avenue

Case:17-03283-LTS Doc#:2531 Filed:02/16/18 Entered:02/16/18 17:41:45 Desc: Main

Document Page 7 of 8
New York, NY 10166

Tel: (212) 801-9200

Fax: (212) 801-6400

David D. Cleary

Kevin D. Finger

Greenberg Traurig LLP

77 West Wacker Drive

Suite 1300

Chicago, IL 60601

Tel: (312) 456-8400

Fax: (312) 456-8435

Case:17-03283-LTS Doc#:2531 Filed:02/16/18 Entered:02/16/18 17:41:45 Desc: Main

Document Page 8 of 8