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)

Re: ECF No. 1512-1, 2839-1, 

DEBTORS’ SIXTH OMNIBUS MOTION FOR APPROVAL

OF MODIFICATIONS TO THE AUTOMATIC STAY

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

The Commonwealth of Puerto Rico (the “Commonwealth”), the Puerto Rico Sales Tax 

Financing Corporation (“COFINA”), the Puerto Rico Highways and Transportation Authority

(“HTA”), the Employees Retirement System of the Government of the Commonwealth of Puerto 

Rico (“ERS”), and the Puerto Rico Electric Power Authority (“PREPA” and together with the 

Commonwealth, COFINA, HTA, and ERS, the “Debtors”), as Title III debtors, by and through 

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

Debtors’ representative pursuant to section 315(b) of the Puerto Rico Oversight, Management, 

 

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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and Economic Stability Act (“PROMESA”),

2

respectfully submits this motion (the “Motion”), 

pursuant to sections 362(d)(1) and 105(a) of title 11 of the United States Code (the “Bankruptcy 

Code”), made applicable to these cases by PROMESA section 301(a), and in accordance with 

Paragraph III.Q of the Case Management Procedures (as defined below), for entry of an order, 

substantially in the form attached hereto as Exhibit A (the “Proposed Order”), retroactively 

approving the modifications to the automatic stay set forth in Bankruptcy Code sections 362(a) 

and 922(a) (the “Title III Stay”), (a) for the parties and actions set forth in Exhibit 1 to the 

Proposed Order, nunc pro tunc to the dates specified therein, (b) for parties to certain forfeiture 

cases filed against the Commonwealth as set forth in Exhibit 2 to the Proposed Order, nunc pro 

tunc to the date of this Motion and (c) for parties to certain administrative employment actions 

against debtor ERS as set forth in Exhibit 4 of the Proposed Order. In support of this Motion, the 

Debtors respectfully represent as follows:

Jurisdiction and Venue

1. The United States District Court for the District of Puerto Rico (the “Court”) has 

subject matter jurisdiction over this matter pursuant to PROMESA section 306(a).

2. Venue is proper pursuant to PROMESA section 307(a).

3. The statutory predicate for the relief sought herein is Bankruptcy Code sections 

362(d)(1) and 105(a), made applicable to these Title III cases by PROMESA section 301(a).

Background

4. On June 2, 2017, the Court entered an order approving certain notice, case 

management, and administrative procedures for the Title III cases [ECF No. 249] (as amended, 

 

2

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

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the “Case Management Procedures”), which was subsequently amended on June 6, 2017 to make 

certain non-substantive clarifications and amendments [ECF No. 262].

5. On August 17, 2017, the Court entered an order further amending the Case 

Management Procedures to, among other things, implement a protocol (the “Lift Stay Protocol”) 

for filing motions for relief from Title III Stay [ECF No. 1065]. Under the Lift Stay Protocol, a 

movant is required to (a) send notice (a “Lift Stay Notice”) to counsel to the Oversight Board 

and AAFAF to advise them of the movant’s intent to seek relief from the Title III Stay at least 

fifteen (15) business days prior to filing a motion seeking such relief (the “Lift Stay Notice 

Period”) and (b) meet and confer with the Debtors during the Lift Stay Notice Period.

6. On September 13, 2017, the Debtors filed a motion to amend the Case 

Management Procedures [ECF No. 1299] to allow the Debtors (a) to enter into stipulations 

modifying or lifting the Title III Stay under Paragraph III.Q of the Case Management Procedures 

without further order of the Court and (b) in their discretion, to modify or lift the Title III Stay 

with respect to any prepetition ordinary course civil action against a Debtor without the filing of 

a Lift Stay Notice and further order of the Court.

7. On October 24, 2017, the Court approved the Third Amended Notice, Case 

Management and Administrative Procedures [ECF No. 1512-1], which implemented the 

Debtors’ requested changes to the Lift Stay Protocol and requires the Debtors to file an omnibus 

lift stay motion every 60 days, identifying each modification to the Title III Stay agreed to by the 

Debtors during the relevant period and seeking retroactive Court approval of such modifications 

nunc pro tunc to the relevant modification date.

8. On December 28, 2017, the Court granted the Debtors’ First Omnibus Motion 

Seeking Approval of Stipulations Modifying the Automatic Stay [ECF No. 2191] (the “First 

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Omnibus Motion”), which modified the Title III Stay as set forth in an attached exhibit, nunc pro 

tunc to the dates specified therein.

9. On February 21, 2018, the Court granted the Debtors’ Second Omnibus Motion 

Seeking Approval of Stipulations Modifying the Automatic Stay [ECF No. 2565] (the “Second 

Omnibus Motion”), which modified the Title III Stay as set forth in an attached exhibit, nunc pro 

tunc, to the dates specified therein.

10. On April 4, 2018, the Court approved the Fourth Amended Notice, Case 

Management and Administrative Procedures [ECF No. 2839] replacing the local counsel to the 

Puerto Rico Fiscal Agency and Financial Advisory Authority for purposes of service of 

documents and adding new dates for omnibus hearings scheduled by the Court. 

11. On April 23, 2018, the Court granted the Debtors’ Third Omnibus Motion for 

Approval of Modifications to the Automatic Stay [ECF No. 2945] (the “Third Omnibus Motion”), 

which modified the Title III Stay as set forth in an attached exhibit, nunc pro tunc, to the dates 

specified therein. 

12. On May 1, 2018, the Court granted the Debtors’ Supplement to Third Omnibus 

Motion for Approval of Modifications to the Automatic Stay [ECF No. 2988] (the “Supplement to 

Third Omnibus Motion”), which modified the Title III Stay as set forth in an attached exhibit, 

nunc pro tunc, to the dates specified therein.

13. On June 20, 2018, the Court granted the Debtors’ Fourth Omnibus Motion for 

Approval of Modifications to the Automatic Stay [ECF No. 3326] (the “Fourth Omnibus 

Motion”), which modified the Title III Stay as set forth in an attached exhibit, nunc pro tunc, to 

the dates specified therein. 

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14. On August 21, 2018, the Court granted the Debtors’ Fifth Omnibus Motion for 

Approval of Modifications to the Automatic Stay [ECF No. 3925] (the “Fifth Omnibus Motion”), 

which modified the Title III Stay as set forth in an attached exhibit, nunc pro tunc, to the dates 

specified therein. 

15. On September 17, 2018, the Court granted the Debtors’ Supplement to Fifth

Omnibus Motion for Approval of Modifications to the Automatic Stay [ECF No. 3940] (the 

“Supplement to Fifth Omnibus Motion”), which modified the Title III Stay as set forth in an 

attached exhibit, nunc pro tunc, to the date specified therein.

Relief Requested

16. By this Motion, the Debtors seek entry of an order, substantially in the form of the 

Proposed Order, (i) retroactively approving the modifications to the Title III Stay for the parties 

and actions set forth in Exhibit 1 to the Proposed Order, nunc pro tunc to the dates specified

therein, (ii) approving modifications to the Title III stay to the forfeiture actions filed against the 

Commonwealth retroactive to the date of this Motion as set forth in Exhibit 2, and (iii) approving 

modifications to the Title III Stay for the administrative actions against ERS retroactive to the 

date of this Motion as set forth in Exhibit 3. As required by Paragraph III.Q of the Case 

Management Procedures, Exhibit 1 to the Proposed Order includes a brief description of the 

modification of the Title III Stay and case information (including case number and court), as 

applicable, for each party.

17. This Motion seeks to approve modifications to the Title III Stay listed in Exhibit 1 

to the Proposed Order agreed to by the Debtors for the period from August 18, 2018 through 

October 16, 2018 (the date of this Motion). Further, the Motion seeks to approve modifications 

to the Title III Stay agreed to by the Commonwealth and ERS, through this Motion and without 

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the need for a stipulation in accordance with Paragraph III.Q of the Case Management 

Procedures, as detailed on Exhibit 2 and Exhibit 3 to the Proposed Order.

Basis for Relief

18. Bankruptcy Code section 362(a), made applicable to Title III cases pursuant to 

PROMESA section 301(a), provides, in relevant part, that the commencement of a Title III case

operates as a stay enjoining all persons and entities from, among other things: (i) commencing or 

continuing any action or proceeding against a debtor that was or could have been brought against 

the debtor before the commencement of the debtor’s Title III case, (ii) taking any action to obtain 

possession or control over property of the debtor, and (iii) attempting to collect, assess, or 

recover on a prepetition claim. See 11 U.S.C. § 362(a). In Title III cases, in addition to the 

automatic stay under section 362(a), Bankruptcy Code section 922(a) provides an additional stay 

of “any judicial, administrative, or other action or proceeding against an officer or inhabitant of 

the municipality that seeks to enforce a claim against the municipal debtor.” 11 U.S.C. § 922(a).

19. Bankruptcy Code section 362(d)(1) provides that a court may grant relief from the 

automatic stay “for cause.” See 11 U.S.C. § 362(d)(1). To determine whether “cause” exists to 

grant relief from the automatic stay, courts generally examine numerous different factors, 

including those set forth in Sonnax Indus., Inc. v. TriComponent Prods. Corp. (In re Sonnax 

Indus., Inc.), 907 F.2d 1280 (2d Cir. 1990). See Brigade Leveraged Capital Structures Fund Ltd. 

v. García-Padilla, 217 F. Supp. 3d 508, 518 (D.P.R. 2016) (“To help guide their analysis of 

whether to enforce or vacate the stay, some courts, including those in this district, have relied 

upon a laundry list of assorted factors.” (citing Sonnax, at 1286; C & A, S.E. v. P.R. Solid Waste 

Mgmt. Auth., 369 B.R. 87, 94–5 (D.P.R. 2007))). 

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20. Additionally, under Bankruptcy Code section 105(a), made applicable to the Title 

III cases by PROMESA section 301(a), the Court “may issue any order, process or judgment that 

is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a).

21. Since implementing the Lift Stay Protocol on August 17, 2017, the Debtors have 

received over 200 Lift Stay Notices seeking relief from the Title III Stay to prosecute various 

prepetition actions. The Debtors and their advisors, in consultation with the Oversight Board, 

carefully reviewed and analyzed each of the Lift Stay Notices and determined that it was 

appropriate to modify the Title III Stay for the parties and actions listed in Exhibits 1, 2 and 3 to 

the Proposed Order, nunc pro tunc to the dates specified therein. 

22. The actions listed in Exhibit 2 to the Proposed Order involve claims under the 

Uniform Forfeiture Act of 2011, 34 L.P.R.A. § 1724 et seq. (the “UFA”), initiated by parties in 

the Puerto Rico Court of First Instance to obtain possession of certain property seized by the 

Commonwealth under the UFA, or the value of such property if it has been disposed of by the 

Commonwealth. The proposes modification of the automatic stay for the actions listed in 

Exhibit 2 to the Proposed Order would allow such actions to proceed to judgment in the ordinary 

course in accordance with the UFA, and if judgment is entered in the plaintiff’s favor, to allow 

the plaintiff to pursue remedies against the Commonwealth under section 19 of the UFA solely 

with respect to the return of the forfeited property, but that an execution of monetary damages 

and provisional remedies shall remain stayed. Exhibit 2 to the Proposed Order includes 589 

actions, and it would logistically burdensome for the Commonwealth to enter into stipulations 

with respect to each action to modify the automatic stay.

23. The actions listed in Exhibit 3 to the Proposed Order include 1062 administrative 

employment matters ranging from, among others, pension readjustment, retroactive pension 

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payments, and attachment of pension contributions, before the Retirement Board for ERS. The 

proposed modification of the automatic stay for these actions would allow such actions to 

proceed to judgment, but that any execution and enforcement of any judgment would remain 

stayed. Because of the vast number of claims involved, it would be logistically burdensome for 

ERS to enter into stipulations with respect to each action to modify the automatic stay.

24. The Debtors believe that modifying the Title III Stay for these matters will 

alleviate the strain on the Title III cases and this Court, will further interests of judicial economy,

and maximize the Debtors’ resources for the benefit of all parties in interest by avoiding costly 

claim litigation in this Court on matters that are already well underway in other fora. 

Importantly, a majority of the proposed consensual stay modifications will only allow the subject 

case to proceed to liquidation of any claim amount and will not permit any enforcement or 

collection of any claim arising prior to the respective Debtors’ petition dates (and with respect to 

the forfeiture actions, if judgment is entered in plaintiff’s favor, plaintiff may only seek 

enforcement of the return of the forfeited property pursuant to section 19 of the UFA). The 

Debtors reserve all rights, defenses, and protections with respect to any matters pending or that 

may arise in the Title III Cases, including the treatment of any claim arising from the subject 

actions under a plan of adjustment or otherwise in the Title III Cases. Accordingly, the Debtors 

request that the Court enter an order retroactively approving the modifications of the Title III 

Stay set forth on Exhibits 1, 2 and 3 to the Proposed Order. 

Notice

25. The Debtors have provided notice of this Motion in accordance with the Case 

Management Procedures to the following parties: (a) the Office of the United States Trustee for 

the District of Puerto Rico; (b) the indenture trustees and/or agents, as applicable, for the 

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Debtors’ bonds; (c) the entities on the list of creditors holding the 20 largest unsecured claims 

against COFINA; (d) counsel to the statutory committees appointed in these Title III cases; 

(e) the Office of the United States Attorney for the District of Puerto Rico; (f) counsel to the 

Oversight Board; (g) the Puerto Rico Department of Justice; (h) the Other Interested Parties;3

(i) all parties filing a notice of appearance in these Title III cases; and (j) the parties set forth in

Exhibit 1 to the Proposed Order. A copy of the Motion is also available on the Debtors’ case 

website at https://cases.primeclerk.com/puertorico/.

26. The Debtors submit that, in light of the nature of the relief requested, no other or 

further notice need be given.

No Prior Motion

27. The Debtors have not made any prior motion for the relief sought in this Motion 

to this or any other court.

Remainder of Page Intentionally Left Blank

 

3 The “Other Interested Parties” include the following: (i) counsel to certain of the insurers and trustees of the 

bonds issued or guaranteed by the Debtors; and (ii) counsel to certain ad hoc groups of holders of bonds issued 

or guaranteed by the Debtors.

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WHEREFORE, the Debtors respectfully request entry of the Proposed Order in 

the form attached hereto as Exhibit A, retroactively approving the modifications of the Title III 

Stay set forth on Exhibit 1, 2 and 3 to the Proposed Order, and granting such other and further 

relief as the Court may deem proper. 

Dated: October 16, 2018

San Juan, Puerto Rico

Respectfully submitted, 

/s/ Martin J. Bienenstock 

 

Martin J. Bienenstock (admitted pro hac vice)

Brian S. Rosen (admitted pro hac vice)

Paul V. Possinger (admitted pro hac vice)

Ehud Barak (admitted pro hac vice)

Maja Zerjal (admitted 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 Debtors

/s/ Hermann D. Bauer 

Hermann D. Bauer

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 Debtors

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Exhibit A

Proposed Order

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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)

Re: ECF No. _____

SIXTH OMNIBUS ORDER GRANTING RELIEF FROM THE AUTOMATIC STAY

Upon the Debtors’ Sixth Omnibus Motion for Approval of Modifications to the Automatic 

Stay (the “Motion”);2and the Court having found it has subject matter jurisdiction over this 

matter pursuant to PROMESA section 306; and it appearing that venue in this district is proper 

pursuant to PROMESA section 307; and the Court having found that the relief requested in the 

Motion is in the best interests of the Debtors, their creditors, and other parties in interest; and the 

Court having found that the Debtors provided adequate and appropriate notice of the Motion 

under the circumstances and that no other or further notice is required; and the Court having 

reviewed the Motion; and the Court having determined that the legal and factual bases set forth 

in the Motion establish just cause for the relief granted herein; and any objections to the relief 

 

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).

2 Capitalized terms used but not otherwise defined herein have the meanings given to them in the Motion.

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requested herein having been withdrawn or overruled on the merits; and after due deliberation 

and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted as set forth herein. 

2. Pursuant to Bankruptcy Code sections 362(d)(1) and 105(a), made 

applicable to the Title III cases by PROMESA section 301(a), the Title III Stay is modified as set 

forth in the attached Exhibit 1 for matters subject to prior stipulations among or between the 

applicable Debtor and counterparty(ies), nunc pro tunc to the dates specified therein.

3. Pursuant to Bankruptcy Code sections 362(d)(1) and 105(a), the Title III

Stay is modified as set forth in the attached Exhibit 2 for certain forfeiture cases filed against the 

Commonwealth, nunc pro tunc to October 16, 2018 (the date of the Motion).

4. Pursuant to Bankruptcy Code sections 362(d)(1) and 105(a), the Title III

Stay is modified as set forth in the attached Exhibit 3 for administrative employment matters 

against ERS, nunc pro tunc to October 16, 2018 (the date of the Motion)

5. All rights, defenses, and protections of each of the Debtors with respect to 

any matters pending or that may arise in their respective Title III Cases, including the treatment 

of any claim arising from the matters set forth on Exhibit 1, 2 and 3 hereof under a plan of 

adjustment or otherwise in the Title III Case are hereby reserved. Nothing in this Order or the 

Debtors’ consent to stay modification as set forth in the Motion shall be deemed to be, or 

construed as, (a) an admission by any party of any liability, wrongdoing, act, or matter or that 

any claim or defense has or lacks merit; (b) a waiver of the Debtors’ rights to dispute, contest, 

setoff, or recoup any claim, including any claims asserted in the subject actions, or assert any 

related rights, claims, or defenses and all such rights are reserved; or (c) an approval or 

assumption of any agreement or contract between the parties under Bankruptcy Code section 

365. 

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6. Notwithstanding any applicability of any Federal Rule of Bankruptcy 

Procedure, the terms and conditions of this Order shall be immediately effective and enforceable 

upon its entry.

7. The Court shall retain jurisdiction to hear and determine all matters 

(a) arising from or related to the implementation, enforcement, or interpretation of this Order and 

(b) concerning the execution or enforcement in the Title III cases of any judgment entered in a 

prepetition ordinary course civil action where the Debtors agreed to modify or lift the Title III 

Stay to allow the action to proceed to judgment by the underlying court. 

Dated: _________________

HONORABLE LAURA TAYLOR SWAIN

 UNITED STATES DISTRICT JUDGE

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