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) 

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO’S 

SUPPLEMENT TO AND JOINDER IN THE RESPONSE OF THE PUERTO RICO 

FISCAL AGRENCY AND FINANICAL ADVISORY AUTHORITY TO MOTION TO 

COMPEL OF THE AD HOC GROUP OF GENERAL OBLIGATION BONDHOLDERS, 

AMBAC ASSURANCE CORPORATION, ASSURED GUARANTY CORP., ASSURED 

GUARANTY MUNICIPAL CORP., THE MUTUAL FUND GROUP, AND NATIONAL 

PUBLIC FINANCE GUARANTEE CORPORATION, AND REQUEST FOR ENTRY OF 

PROTECTIVE ORDER

 

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: (i) the Commonwealth of 

Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) the 

Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last 

Four Digits of Federal Tax ID: 8474); (iii) the Puerto Rico Highways and Transportation Authority 

(“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) the 

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) the 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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The Commonwealth of Puerto Rico (the “Commonwealth”), as a Title III Debtor, by and 

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

Board”), as the Commonwealth’s representative pursuant to section 315(b) of the Puerto Rico 

Oversight, Management, and Economic Stability Act (“PROMESA”), hereby supplements and 

joins in the response of the Puerto Rico Fiscal Agency and Financial Advisory Authority 

(“AAFAF”) (the “AAFAF Response”) to the Motion to Compel Compliance with February 26, 

2018 Order and For Entry of a Protective Order of Ad Hoc Group of General Obligation 

Bondholders, Ambac Assurance Corporation, Assured Guaranty Corp., Assured Guaranty 

Municipal Corp., The Mutual Fund Group, and National Public Finance Guarantee Corporation 

(“Movants”) ECF No. 2865 (the “Motion”). 

JOINDER 

As demonstrated in the AFFAF Response, Movants’s application is a thinly-veiled effort 

to obtain reconsideration of the Court’s February 26, 2018 discovery order regarding the use of 

Fiscal Plan Development Materials and should be denied. ECF No. 2590 (the “Order”). This 

Court ruled on February 26 that “Movants have not shown good cause for the immediate use of 

the information, which would require the disclosure of many documents currently shared 

amongst the parties pursuant to protective orders and/or non-disclosure agreements.” Order at 

11. The Court left the issue of appropriate confidentiality restrictions regarding such material for 

a future date, holding that “while Movants may attempt to use the Fiscal Plan Development 

Materials in the Title III or adversary proceedings, Respondents are not prejudiced from 

objecting to that use on a document by document basis. Such objections may include the 

necessity of keeping a particular protective order in place.” Id. In other words, the Court denied

Movants’ request to eliminate confidentiality restrictions, subject to Movants’ right to seek to use 

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the subject material in the future and Respondents’ right to oppose such use. The Motion seeksto 

undue the Order. 

Significantly, the day after this Court handed down the Order, Judge Swain issued a 

ruling in the AMBAC adversary proceeding that corroborates the Oversight Board’s prior 

contention that the fiscal plans cannot be litigated. See Ambac v. Commonwealth of Puerto Rico, 

et al., No. 17-00159-LTS, Dkt. No. 156 at 12 (D.P.R. Feb. 27, 2018) (“To the extent these claims 

rest on contentions that the Fiscal Plan violates Section 201(b) specifications . . . this requested 

relief necessarily implicates review of the Fiscal Plan’s certification and therefore the Court 

lacks subject matter jurisdiction to consider the merits of the claims.”). Accordingly, discovery 

for the purpose of litigating any fiscal plan is completely inappropriate. 

Movants completely overlook this fundamental aspect of the Order, insisting that it 

stripped confidentiality protections from virtually all the materials that have been provided to 

them, including information provided to Movants in the dataroom and through mediation. See 

Motion, Ex. C, ECF No. 2865-3.2 The Court did no such thing, and its carefully considered 

balancing of the rights of the parties as embodied in the Order cannot be so cavalierly ignored. 

Movants have not shown good cause to disregard confidentiality and obtain authority to use 

information however they wish, or provided a compelling reason to grant the relief they seek, let 

alone prior to a document-by-document review, and their Motion should be denied. 

 

2

 Though Movants’ brief asks the Court to “compel production” of certain Fiscal Plan Development Materials, this 

is a misnomer: Movants have already been provided with access to all these materials. The disputed issue is the 

level of confidentiality those materials should be afforded. 

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CONCLUSION 

 For the reasons stated in the AAFAF Response, and as supplemented herein, the 

Oversight Board respectfully requests that the Court deny the Motion, and enter the proposed 

protective order, attached to the AAFAF’s Response as Exhibit A. 

Dated: April 23, 2018

San Juan, Puerto Rico

/s/ Martin J.Bienenstock

Martin J. Bienenstock 

Stephen L. Ratner

Timothy W. Mungovan

Paul V. Possinger 

Gregg M. Mashberg

(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 and as representative of 

the Commonwealth

/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 and as representative of 

the Commonwealth

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