103689405v5

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)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO SALES TAX FINANCING 

CORPORATION,

Debtor.

PROMESA

Title III

No. 17 BK 3284-LTS

OMNIBUS REPLY OF PUERTO RICO 

SALES TAX FINANCING CORPORATION TO 

OBJECTIONS TO MOTION FOR ORDER (I) APPROVING 

DISCLOSURE STATEMENT, (II) FIXING VOTING RECORD 

DATE, (III) APPROVING CONFIRMATION HEARING NOTICE,

(IV) APPROVING SOLICITATION PACKAGES AND DISTRIBUTION 

PROCEDURES, (V) APPROVING FORMS OF BALLOTS AND ELECTION 

NOTICES, AND VOTING AND ELECTION PROCEDURES, (VI) APPROVING 

NOTICE OF NON-VOTING STATUS, (VII) FIXING VOTING AND ELECTION 

DEADLINES, AND (VIII) APPROVING VOTE TABULATION PROCEDURES

 

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).

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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 Sales Tax Financing Corporation (“COFINA”), 

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

Act (“PROMESA”)2(the Oversight Board, in its capacity as representative of COFINA, is 

sometimes hereinafter referred to as the “Debtor”), respectfully submits this omnibus reply (the 

“Omnibus Reply”) to the objections interposed to the Puerto Rico Sales Tax Financing 

Corporation’s Motion For Order (I) Approving Disclosure Statement, (II) Fixing Voting Record 

Date, (III) Approving Confirmation Hearing Notice, (IV) Approving Solicitation Packages and 

Distribution Procedures, (V) Approving Forms of Ballots and Election Notices, and Voting and 

Election Procedures, (VI) Approving Notice of Non-Voting Status, (VII) Fixing Voting and 

Election Deadlines, and (VIII) Approving Vote Tabulation Procedures [Case No. 17-3284, ECF 

No. 307] (the “Disclosure Statement Motion”). In support of this Omnibus Reply, the Debtor 

respectfully states as follows:

Preliminary Statement

1. The Commonwealth-COFINA Dispute Settlement,3 which is the foundation upon 

which the Plan is built, is a watershed moment in the Title III cases of COFINA and the 

Commonwealth of Puerto Rico (the “Commonwealth”). Since before the commencement of 

such Title III cases, the dispute regarding whether the Commonwealth or COFINA own the 

pledged sales tax revenue, which, at present, represents approximately $783 million in annual 

revenues (and is projected to grow annually by 4% until it reaches $1.85 billion in 2041), has 

 

2

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

3

 Capitalized terms used but not defined herein shall have the meanings given to them in the Disclosure Statement 

Motion.

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been an overarching and gating issue that is one of the keys to Puerto Rico’s overall 

restructuring. Resolution of such dispute would determine what tax revenues might be available 

to the Commonwealth to address “essential services” and for debt service to satisfy both 

Commonwealth and COFINA outstanding indebtedness. Without a consensual resolution of the 

dispute, a litigated outcome presents COFINA and the Commonwealth, and, as a result, their 

respective creditors, with an all-or-nothing result. In each instance, regardless of the winner or 

loser in such litigation, the by-product would be significant delay, cost, and uncertainty to all of 

Puerto Rico’s stakeholders. 

2. After months of complex litigation, negotiation and, ultimately, documentation, 

the COFINA Agent and the Commonwealth Agent reached the Agreement in Principle, which 

formed the foundation for a further Court-mediated Plan Support Agreement and the 

development of the Plan. The filing of the Disclosure Statement and approval of the Disclosure 

Statement Motion are critical first steps toward reaching the goals set forth in PROMESA and 

providing a restructuring of billions of dollars of indebtedness and a rebirth of the 

Commonwealth.

3. The objections interposed to the adequacy of the information contained in the 

Disclosure Statement (collectively, the “Objections”) are few in number and limited in 

substance. Given the number of parties in interest in COFINA’s Title III Case, this is a 

testament to the thoroughness and comprehensiveness of the Disclosure Statement and the fact 

that the Plan has garnered overwhelming creditor support. Further, as described in more detail in 

the chart attached hereto as Exhibit A (the “Omnibus Reply Chart”), the Objections have been 

either addressed by the limited revisions to the Disclosure Statement or should be overruled. 

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4. Accordingly, the Debtor submits that the Disclosure Statement satisfies the 

requirements of section 1125 of title 11 of the United States Code (the “Bankruptcy Code”), 

made applicable pursuant to section 301 of PROMESA. Accordingly, and for all the reasons set 

for in the Disclosure Statement Motion and this Omnibus Reply, the Disclosure Statement 

Motion should be approved and the Debtor should be authorized to solicit acceptances and 

rejections to the Plan and elections of distributions in connection therewith.

Background

5. On October 19, 2018, the Debtor filed (i) the Title III Plan of Adjustment of 

Puerto Rico Sales Tax Financing Corporation [Case No. 17-3284, ECF No. 309] (as the same 

may be amended or modified, including all exhibits and attachments thereto, the “Plan”), (ii) the 

Disclosure Statement for the Title III Plan of Adjustment of the Debts of Puerto Rico Sales Tax 

Financing Corporation [Case No. 17-3284, ECF No. 310] (as the same may be amended or 

modified, including all exhibits and attachments thereto, the “Disclosure Statement”), and (iii) 

the Disclosure Statement Motion requesting entry of an order (the “Disclosure Statement Order”)

approving the Original Disclosure Statement and establishing, among other things, solicitation 

and voting procedures in connection with the Plan. 

6. Pursuant to the Order Granting Urgent Motion of Puerto Rico Sales Tax 

Financing Corporation for Order (I) Setting Deadline for Filing Objections to COFINA 

Disclosure Statement and Replies Thereto and (II) Shortening Notice Period for Disclosure 

Statement Hearing [Case No. 17-3284, ECF No. 306], the Court established November 13, 2018 

at 12:00 p.m. (AST) as the deadline to file objections to the Disclosure Statement Motion and the 

adequacy of the information contained in the Disclosure Statement (the “Objection Deadline”). 

Only five (5) objections were interposed:

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 Objection of the Bank of New York Mellon, as Trustee, to the Disclosure Statement for 

the Title III Plan of Adjustment of the Debts of Puerto Rico Sales Tax Financing 

Corporation [Case No. 17-3283, ECF No. 4210] (the “BONY Objection”);

 Objection of Lehman Brothers Holdings, Inc. as Plan Administrator for Lehman Brothers 

Special Financing, Inc. to the Disclosure Statement [Case No. 17-3283, ECF No. 4213] 

(the “Lehman Objection”); 

 Objections to the Plan of Adjustment and the Adequacy of the COFINA Disclosure 

Statement and the Relief Requested in the Disclosure Statement with Reservation of 

Rights [Case No. 17-3283, ECF No. 4215] (the “Mangiaracina Objection”); 

 Objection to the Disclosure Statement by Four Credit Unions who are Creditors in this 

Case [Case No. 17-3283, ECF No. 4225] (the “Credit Unions Objection”); and

 Objection to Adequacy of the Disclosure Statement and Purported Settlement [Case No. 

17-3283, ECF No. 4244] (the “Dvores Objection”).

7. Contemporaneously with the filing of this Omnibus Reply, the Debtor has filed (i) 

the Amended Title III Plan of Adjustment of the Debts of Puerto Rico Sales Tax Financing 

Corporation [Case No. 17-3284, ECF No. 352], and (ii) the Disclosure Statement for the 

Amended Title III Plan of Adjustment of the Debts of Puerto Rico Sales Tax Financing 

Corporation [Case No. 17-3284, ECF No. 353].

Omnibus Reply to the Objections

8. Several of the Objections, most notably, the BONY Objection, are procedurally 

improper and premature as they are objections to confirmation of the Plan, and do not relate to 

whether the Disclosure Statement contains adequate information as required by Bankruptcy 

Code section 1125, made applicable by PROMESA section 301(a). The Debtor submits that, 

with respect to such Objections, consideration is appropriate in connection with a hearing 

regarding confirmation of the Plan. With respect to the limited other Objections, the annexed 

Omnibus Reply Chart (Exhibit A) sets forth the reasons such Objections should be overruled or

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that the revisions to the Disclosure Statement and/or the Plan, to the extent necessary, have 

allayed any such concerns. 

9. Additionally, to address various concerns raised by non-objecting parties in 

interest, and in light of the revised Disclosure Statement, the Debtor has attached a revised 

Disclosure Statement Order hereto as Exhibit B (the “Revised Disclosure Statement Order”). 

For convenience, a redline comparing the Revised Disclosure Statement Order against the 

Disclosure Statement Order is attached hereto as Exhibit C.

10. Based upon the foregoing, and the reasons set forth in the Omnibus Reply Chart, 

the Objections should be overruled in their entirety.

4

 

[Remainder of page intentionally left blank]

 

4

 Failure of the Debtor to address other arguments made in the Objections does not constitute a waiver of the 

Debtor’s rights to object to such arguments at the hearing(s) to consider approval of the Disclosure Statement or 

confirmation of the Plan. The Debtor denies many of the factual and legal assertions and characterizations 

contained in the Objections. Nothing contained herein shall be deemed an admission or acceptance of any 

statement contained in the Objections.

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WHEREFORE the Debtor respectfully requests entry of an order, substantially in the 

form of the Revised Disclosure Statement Order attached hereto as Exhibit B, (i) overruling the 

Objections, (ii) granting the Disclosure Statement Motion and approving the adequacy of the 

information contained in the Disclosure Statement, and (iii) granting the Debtor such other and 

further relief as the Court may deem just and proper.

Dated: November 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock 

Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

Jeffrey W. Levitan (pro hac vice)

Chris Theodoridis (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 the 

Debtor

/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 the 

Debtor

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Exhibit A

Omnibus Reply Chart

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I. The Lehman Objection [Case No. 17-3283, ECF No. 4213]

Objection

Lehman Brothers Holdings, Inc., as Plan Administrator for Lehman Brothers 

Special Financing, Inc. (“Lehman”), asserts that:

(a) the Disclosure Statement fails to describe Lehman’s contract rights under that 

certain Debt Service Deposit Agreement among COFINA, Lehman, and the 

Bank of New York (the “Trustee”), dated July 1, 2008 (the “DSDA”) and how 

the DSDA and claims resulting therefrom will be treated pursuant to the Plan;

(b) the Plan provides for third party releases, including for the Trustee, of all 

claims and causes of action released under the Plan and in accordance with the 

Plan Support Agreement and that the Trustee may be liable to Lehman under the 

DSDA for losses from the Trustee’s gross negligence, willful misconduct, and 

breach of the Trustee’s representations and warranties;

(c) the Disclosure Statement fails to adequately discuss COFINA’s assets, 

including claims and causes of action, whether COFINA investigated potential 

causes of action, whether COFINA will retain any causes of action and their 

nature, the possibility of recovery under any such actions, and whether potential 

recoveries are unencumbered. Additionally, the Disclosure Statement states 

obligations to indemnify directors and officers will be assumed, but fails to 

discuss such policies and whether any are in effect; and

(d) the Plan fails to assess the likelihood of success of various causes of action 

challenging the constitutionality of PROMESA, the Oversight Board, and 

COFINA.

Response

(a) The Disclosure Statement has been modified to provide a more complete 

discussion of the DSDA and the unsecured nature of any claims arising

therefrom. See Disclosure Statement II.A.4. The Disclosure Statement further 

notes that, to the extent that the DSDA remains an executory contract, it will be 

deemed rejected pursuant to Plan § 18.1 as of the Effective Date unless 

otherwise rejected in the interim. See id. Consistent with the proof of claim 

filed by Lehman (Claim No. 42158), to the extent that Lehman has a Claim 

against COFINA arising under the DSDA (or the rejection thereof), such Claim 

has been classified in Class 9 as a general unsecured claim pursuant to the Plan.

(b) The revised Plan does not provide for third party releases, including for the 

Trustee.

(c) Throughout the Disclosure Statement, the Debtor discloses pending material 

litigation and causes of action COFINA has been pursuing or that otherwise 

concern COFINA and specifies in detail the types of causes of action that are 

being released by COFINA. See Disclosure Statement § VI.Q.5. The provision 

Lehman notes (see Disclosure Statement § VI.Q.10), providing that Reorganized 

COFINA retains the right to pursue causes of action that are not released under 

the Plan, is protective, and included to ensure any qualifying causes of action can 

be pursued by Reorganized COFINA at a future time. Lehman fails to provide 

evidence that any causes of action, other than the ones listed in the Disclosure 

Statement, exist. Lehman also fails to identify any instance where COFINA has 

not properly investigated or prosecuted any cause of action. Critically, the 

treatment for general unsecured claims in Class 9 is fixed under the Plan (as 

described in the Disclosure Statement), and is not dependent on any potential 

recoveries of COFINA’s causes of action. Moreover, Lehman’s objection to the 

lack of disclosure of COFINA’s indemnification obligations is baseless. 

COFINA’s (minimal, if any) indemnification obligations do not impact Plan

distributions, and the disclosure thereof does not affect the adequacy of the 

information in the Disclosure Statement. 

(d) The Disclosure Statement discusses the details of the causes of action 

challenging the constitutionality of PROMESA, the Oversight Board, and 

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COFINA. See, e.g., Disclosure Statement § IV. The descriptions of the causes 

of action contained therein provide sufficient information to inform creditors of

the issues at stake to enable them to consult their own advisors on the likely 

results of the litigation. The Debtor cannot speculate as to the supposed merits 

of the causes of action, nor can the Debtor provide creditors with legal advice. 

Furthermore, such actions shall be dismissed, with prejudice, on the Effective 

Date.

II. The BONY Objection [Case No. 17-3283, ECF No. 4210]

Objection

The Bank of New York Mellon, as trustee for the Existing Securities (the 

“Trustee”), asserts that: 

(a) the Disclosure Statement should include information addressing the factual 

circumstances and legal basis for paying the Consummation Costs to selected 

institutional investors only, from the holders’ shared collateral, without reference 

to actual fees and expenses incurred, and to the exclusion of holders of Claims in 

the same Class;

(b) current disclosure that the Consummation Costs are administrative expenses 

in consideration for negotiating the Amended PSA are insufficient, and the 

Disclosure Statement should explain how such costs qualify under Bankruptcy 

Code section 503;

(c) the Disclosure Statement should explain the methodology by which COFINA 

arrived at the aggregate payment amount of the Consummation Costs, including 

an analysis of the compensation and expenses sought by each Consummation 

Cost Party; and

(d) the Disclosure Statement does not explain the legal basis for the 

Consummation Cost Parties to receive a materially greater recovery under the 

Plan on account of their pre-petition bond Claims than other holders of bond 

Claims in the same Class, in violation of Bankruptcy Code section 1123(a)(4). 

The Disclosure Statement also does not explain why holders of Claims not 

entitled to the Consummation Costs should vote to accept the Plan, which treats 

their Claims less favorably than the bond Claims of Consummation Cost Parties 

in the same Class.

Response

(a) Throughout the Disclosure Statement, the Debtor describes the factual basis 

for the payment of the Consummation Costs—the settlement negotiations, the 

entry into the Plan Support Agreement and the Amended PSA, the exorbitant 

challenges attendant thereto, and the elimination of multi-party, multi-faceted 

litigation that would likely ensue for years if the Plan were not confirmed. 

Notwithstanding, the Disclosure Statement has been modified to provide more 

information surrounding the Consummation Costs. See Disclosure Statement 

VI.C.3. Additionally, the BONY Objection simply assumes that the

Consummation Costs are being paid from funds that constitute the bondholders’ 

“shared collateral,” but this is inaccurate. For instance, the funds used to pay the 

Consummation Costs could be the Commonwealth’s property (there is extensive 

litigation surrounding this very issue) or the funds could be unencumbered 

property of COFINA in the event the bondholders’ purported security interest in 

such funds is determined to be unperfected and/or avoidable. Accordingly, there 

is no guarantee that the funds being used to pay the Consummation Costs would 

have been distributed to bondholders collectively in the absence of the 

Consummation Cost provision. 

(b) The Consummation Costs qualify under section 503(b)(1)(A) as actual, 

necessary costs of preserving COFINA’s property. See Plan § 1.6(g). Pursuant 

to the Agreement in Principle resolving the Commonwealth-COFINA Dispute, 

see Case No. 17-AP-257, ECF No. 486-1 (the “Agreement in Principle”), the 

settlement was conditioned on a sufficient number of COFINA bondholders 

pledging to support COFINA’s Plan. See Agreement in Principle at 4. To 

satisfy this condition, the Debtor endeavored, and succeeded, to negotiate the 

Amended PSA with its creditors. Such efforts cost time and money, and to 

guarantee that a requisite number of bondholders would enter into the Amended 

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PSA, the Debtor agreed, among other things, to reimburse their transaction costs,

with the Consummation Costs used as a proxy. See Disclosure Statement § 

VI.C.3. Without the Amended PSA, the Debtor would have risked unraveling 

the Agreement in Principle, ultimately keeping the Debtor embroiled in very 

costly litigation. 

(c) During lengthy and complex negotiations among the Government Parties, the 

PSA Creditors and Bonistas del Patio, Inc. (“Bonistas”), supervised by three 

federal judges acting as Court-appointed mediators, the Consummation Cost 

Parties agreed to various conditions and covenants set forth in the Amended 

PSA, including a pledge to support the Plan of Adjustment, the imposition of 

restrictions on the transfer of their bonds, and a waiver of their right to seek 

reimbursement of expenses through other means through substantial contribution 

claims. As consideration for their efforts in assisting in the formulation of the 

Plan of Adjustment that has garnered significant creditor support, continuing to 

assist in the finalization of definitive agreements and ancillary documents, and 

the costs incurred in those and other efforts (including the expenses of defending 

COFINA’s property interests for which the PSA Creditors asserted a right to 

seek substantial contribution claims), the Oversight Board determined that the 

Consummation Cost Parties should be paid the Consummation Costs. 

(d) The Trustee misreads the Plan. It is clear that all creditors within a Class, 

and even across all bondholder Classes, are receiving the same treatment. The 

payment of Consummation Costs is separate and apart from any Bond Claim 

distribution pursuant to the Plan. The Debtor will provide ample legal 

justification that the Plan satisfies Bankruptcy Code section 1123(a)(4) in its 

brief in support of confirmation of the Plan. Addressing Plan confirmation 

issues in connection with Disclosure Statement objections is inappropriate. 

III. The Mangiaracina Objection [Case No. 17-3283, ECF No. 4215]

Objection

Stephen T. Mangiaracina, Esq. (“Mangiaracina”), on behalf of himself and

MaryAnn V. Mangiaracina, Kim A. Schidrich, and Steven Schidrich, as retail

holders of “First Subordinate” Existing Securities, asserts that:

(a) the Disclosure Statement and the Court’s scheduling order to file objections 

lack due process, as retail COFINA junior bondholders were not given equal 

Response

(a) The Disclosure Statement does not deny any retail bondholders due process. 

Importantly, retail bondholders were represented throughout the process by 

Bonistas, a signatory to the Amended PSA. In doing so, Bonistas looked after 

the interests of bondholders and was successful negotiating for increased 

distributions for all “on island” bondholders. Additionally, the Disclosure 

Statement is similar to those used in recent, large municipal bankruptcies and 

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representation in negotiating the Plan, and, based on cost/benefit considerations,

retail bondholders cannot use attorneys. Consequently, these bondholders will 

not object in large numbers nor will they raise the appropriate funds to 

meaningfully object. Further, the Court’s failure to rule on whether COFINA 

was validly formed pursuant to the Commonwealth Constitution denies retail 

bondholders due process; and

(b) the filing of COFINA for Title III constituted bankruptcy fraud and was the 

birth date of a criminal enterprise to get control over COFINA for the purpose of 

wrongfully taking the property rights of COFINA bondholders. The Court 

should refer the matter to the Department of Justice to be investigated. The 

Court itself may be aiding and abetting a criminal enterprise by its aggressive 

commitment to settle and avoid making a decision. Federal agents have to 

conduct a forensic accounting on the history of the financial solvency of 

COFINA, why COFINA was put into Title III, how the Oversight Board got to 

represent both sides and pay their legal fees, how the settlement team was put 

together, what went into the settlement negotiations and how the Plan and 

Disclosure Statement were concocted.

contains substantially similar types of information. See, e.g., In re City of 

Detroit, Case No. 13-53846, ECF No. 4391 (Bankr. E.D. Mich. May 5, 2014)

(disclosure statement totaling 197 pages excluding exhibits); In re Jefferson 

County, Case No. 11-5736-TBB, ECF No. 1977 (Bankr. N.D. Ala. Aug. 8, 2013) 

(disclosure statement totaling 251 pages excluding exhibits). Moreover, the 

Solicitation Statement, recently issued in connection with the Qualifying 

Modification of the Government Development Bank for Puerto Rico [Case No. 

18-1561, ECF No. 155 ¶ 2.a], contains substantially similar information as the 

Debtor’s Disclosure Statement and is also of significant length (338 pages 

including exhibits). The Disclosure Statement must be comprehensive and 

sufficiently detailed to provide adequate information for a creditor to make an 

informed vote on the Plan and satisfy Bankruptcy Code section 1125.

(b) This aspect of the Mangiaracina Objection does not concern the adequacy of 

the information in the Disclosure Statement or whether the Disclosure Statement 

satisfies Bankruptcy Code section 1125. Furthermore, the objection is 

procedurally improper. The affirmative relief Mangiaracina seeks with respect 

to a Court determination of the existence of bankruptcy fraud or other criminality 

or a Court order referring such matters to the Department of Justice to initiate an 

investigation is inappropriate in the context of an objection to the Disclosure 

Statement. See, e.g., Bankruptcy Rule 7001.

IV. The Dvores Objection [Case No. 17-3283, ECF No. 4244]

Objection

Lawrence B. Dvores, as the owner of certain uninsured “First Subordinate” 

Existing Securities, objects to the Disclosure Statement on similar grounds as 

Mangiaracina.

Response

See the Debtor’s response to the Mangiaracina Objection above.

V. The Credit Unions Objection [Case No. 17-3283, ECF No. 4225]

Objection

Cooperativa de Ahorro y Crédito de Rincón, Cooperativa de Ahorro y Crédito 

Dr. Manuel Zeno Gandía, Cooperativa de Ahorro y Crédito del Valenciano and 

Cooperativa de Ahorro y Crédito de Juana Díaz (the “Credit Unions”) assert 

that:

Response

(a) The revised Disclosure Statement contains the requested information. See 

Disclosure Statement VI.D.2.

(b) The revised Disclosure Statement contains this information. See Disclosure 

Statement IV.C.3.

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(a) the Disclosure Statement lacks information as to the estimated amounts of 

Claims in each Class as well as the estimated recoveries for each Class; and

(b) the Disclosure Statement does not identify the existence of Cooperativa de 

Ahorro y Crédito Abraham Rosa, et al. v. Commonwealth of Puerto Rico, et al., 

Adv. Proc. No. 18-00028, which remains pending before the Court; the 

description of this adversary proceeding is necessary for other creditors and 

parties in interest to be informed on the risks assumed while voting for the Plan.

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