UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO et al.,

Debtors.1

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PROMESA

Title III

Case No. 17-BK-3283 (LTS)

(Jointly Administered)

DECLARATION OF MATTHEW P. KREMER, ESQ. IN SUPPORT OF THE 

OBJECTION OF THE GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO

AND THE PUERTO RICO FISCAL AGENCY AND FINANCIAL ADVISORY 

AUTHORITY TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS’ 

DERIVATIVE STANDING MOTION [DOCKET NO. 3881]

 

1 The Debtors in these 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) 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), (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567 (LTS)) (Last Four Digits of Federal Tax ID: 3808), (iv) Puerto Rico Sales Tax Financing Corporation 

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

Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-BK-4780-LTS) (Last Four Digits of Federal 

Tax ID: 3747).

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Declaration of Matthew P. Kremer in Support of the Objection of the Government Page 1 of 8
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I, Matthew P. Kremer, declare under penalty of perjury:

1. I am an attorney with the law firm of O’Melveny & Myers LLP and represent the 

Government Development Bank for Puerto Rico (“GDB”) and the Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF”) in the Title VI Action. I submit this declaration in 

support of the Objection of the Government Development Bank for Puerto Rico and the Puerto 

Rico Fiscal Agency and Financial Advisory Authority to the Official Committee of Unsecured 

Creditors’ Derivative Standing Motion [Docket No. 3881] (the “Objection”).2

2. Attached hereto as Exhibit A is a true and correct copy of the Joint Resolution No. 

1591-2003, dated December 8, 2003. 

3. Attached hereto as Exhibit B is a true and correct copy of the Joint Resolution No. 

60-2011, dated July 1, 2011. 

4. Attached hereto as Exhibit C is a true and correct copy of the Joint Resolution No. 

62-2011, dated July 1, 2011. 

5. Attached hereto as Exhibit D is a true and correct copy of the Joint Resolution No. 

44-2014, dated July 1, 2014. 

6. Attached hereto as Exhibit E is a true and correct excerpt of the Commonwealth of 

Puerto Rico’s Financial Information and Operating Data Report, dated December 18, 2016, which 

is available on EMMA (https://emma.msrb.org/ER1184694.pdf) and the GDB website 

(http://www.gdb.pr.gov/investors_resources/commonwealth-cfiodr.html). 

7. Attached hereto as Exhibit F is a true and correct copy of the English translation of 

Act No. 31-2013 (http://www.oslpr.org/download/en/2013/A-0031-2013.pdf). 

 

2 Capitalized terms used but not otherwise defined herein have the meaning ascribed to them in the Objection. 

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Declaration of Matthew P. Kremer in Support of the Objection of the Government Page 2 of 8
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8. Attached hereto as Exhibit G is a true and correct copy of the Restructuring Support 

Agreement, dated May 15, 2017, redacted to prevent the disclosure of personally identifiable 

information and other commercially sensitive information, which was publically available on 

EMMA as of May 18, 2017 (https://emma.msrb.org/EP1175143.pdf). An updated version, which 

was supplemented with notice information, was available on EMMA as of June 19, 2017 

(https://emma.msrb.org/EP1181490.pdf).

9. Attached hereto as Exhibit H is a true and correct copy of the May 15, 2017 press 

released titled The Government Development Bank for Puerto Rico Reaches Agreement for Title 

VI Restructuring with Its Major Creditors, which is publically available on, among other sources,

the Drinker Biddle web page for holders of the GDB Senior Notes titled Restructuring Proposals 

(https://www.drinkerbiddle.com/capabilities/services/bondholders/government-developmentbank/restructuring-proposals) and the website of the Puerto Rico Federal Affairs Administration 

(http://prfaa.pr.gov/governor-announces-restructuring-agreement/). 

10. Attached hereto as Exhibit I is a true and correct copy of AAFAF’s June 19, 2017 

press release addressing the effectiveness of the GDB’s Restructuring Support Agreement, which 

was publically available on EMMA as of that date (https://emma.msrb.org/EP1181149.pdf).

11. Attached hereto as Exhibit J is a true and correct copy of the Oversight Board’s 

unanimous written consent, dated July 12, 2017, certifying among other things, the Restructuring 

Support Agreement as a Qualifying Modification, which was publically available on the Oversight 

Board’s website as of July 17, 2017 

(https://drive.google.com/file/d/1kPZu8vmqZrjaJKCTLqxQL9WoQLbsbLnf/view). 

12. Attached hereto as Exhibit K is a true and correct copy of the July 14, 2017 press 

release from the Oversight Board titled Oversight Board Authorizes Government Development 

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Bank to Restructure Debts under Title VI of PROMESA, which was publically available on the 

Oversight Board’s website as of that date 

(https://drive.google.com/file/d/1sVcUYVKOEsJKx7Fm5k0yo452Ap-oa5xh/view).

13. Attached hereto as Exhibit L is a true and correct copy of the Oversight Board’s 

Resolutions Adopted at the Seventh Public Meeting of the Financial Oversight and Management 

Board for Puerto Rico Held on April 28, 2017 in New York, New York, which was publically 

available on the Oversight Board’s website as of that date 

(https://drive.google.com/file/d/16QhAQ9icSAj6r-dyhJoNMPb8qJxUSIkH/view). Resolution 

No. 2 approves and certifies the Fiscal Plan for GDB. 

14. Attached hereto as Exhibit M is a true and correct copy of the letter, dated May 2, 

2017 from José B. Carrión III, Chair of Financial Oversight and Management Board for Puerto 

Rico, to Governor Rosselló Nevares, Senator Rivera Schatz, and Speaker Méndez Núñez, which 

was publically available on the Oversight Board’s website as of that date 

(https://drive.google.com/file/d/1y7VuVwrIPahgl6wTnm8ga7DSvTEgjUwF/view).

15. Attached hereto as Exhibit N is a true and correct copy of the July 31, 2017 letter 

from José B. Carrión III, Chair of Financial Oversight and Management Board for Puerto Rico, to 

Governor Rosselló Nevares, Senator Rivera Schatz, and Speaker Méndez Núñez certifying the 

GDB Fiscal Plan, which was publically available on the Oversight Board’s website as of August 

1, 2017 (https://drive.google.com/file/d/1csVBRQDJFy6pFffORRw3fHTZYaKLH0hl/view).

16. Attached hereto as Exhibit O is a true and correct copy of the Oversight Board’s 

unanimous written consent, dated July 12, 2017, approving the revised certified fiscal plan, which 

was publically available on the Oversight Board’s website, as of July 17, 2017 

(https://drive.google.com/file/d/1LEV64ERlrW1KOSNq4tRnEstaKGOTHwHW/view). 

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17. Attached hereto as Exhibit P is a true and correct copy of the English version of the

Government Development Bank for Puerto Rico Debt Restructuring Act, Act No. 109 of 2017, 

enacted as of August 24, 2017. 

18. Attached hereto as Exhibit Q is a true and correct copy of the Amendments to the 

English Version of the GDB Restructuring Act, enacted as of June 30, 2018. 

19. Attached hereto as Exhibit R is a true and correct copy of the First Amendment to 

the Restructuring Support Agreement, dated October 20, 2017, which was publically available on 

EMMA as of that date (https://emma.msrb.org/EP1196929.pdf).

20. Attached hereto as Exhibit S is a true and correct copy of the Second Amendment 

to the Restructuring Support Agreement, dated December 20, 2017, which was publically available 

on EMMA as of that date (https://emma.msrb.org/ES1241684.pdf). 

21. Attached hereto as Exhibit T is a true and correct copy of the Third Amendment to 

the Restructuring Support Agreement, dated March 20, 2018, which is publically available on the 

Drinker Biddle web page for holders of the GDB Senior Notes titled Restructuring Proposals 

(https://www.drinkerbiddle.com/capabilities/services/bondholders/government-developmentbank/restructuring-proposals).

22. Attached hereto as Exhibit U is a true and correct copy of the Fourth Amendment 

to the Restructuring Support Agreement, dated April 6, 2018, which was publically available on 

EMMA as of April 9, 2018 (https://emma.msrb.org/ES1125696-ES880621-ES1281908.pdf). 

23. Attached hereto as Exhibit V is a true and correct copy of the Fifth Amendment to 

the Restructuring Support Agreement, dated June 8, 2018, which was publically available on 

EMMA as of July 17, 2018 (https://emma.msrb.org/ER1293381.pdf).

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24. Attached hereto as Exhibit W is a true and correct copy of the Sixth Amendment to 

the Restructuring Support Agreement, dated August 3, 2018, which was publically available on 

EMMA as of August 6, 2018 (https://emma.msrb.org/ES1328990.pdf).

25. Attached hereto as Exhibit X is a true and correct copy of AAFAF’s March 27, 

2018 press release titled GDB and a Significant Portion of the RSA Parties have Reached a Deal 

to Amend the GDB Restructuring Support Agreement, which was publically available on EMMA 

and AAFAF’s website as of that date (https://emma.msrb.org/ES1125696-ES880621-

ES1281909.pdf). 

26. Attached hereto as Exhibit Y is a true and correct copy of AAFAF’s April 9, 2018 

press release, titled AAFAF, GDB and the Requisite Bondholders Authorize the GDB 

Restructuring Support Agreement Amendment, which was publically available on EMMA and 

AAFAF’s website as of that date (https://emma.msrb.org/ES1136757-ES889453-

ES1290785.pdf).

27. Attached hereto as Exhibit Z is a true and correct copy of the Oversight Board’s 

unanimous written consent, dated May 8, 2018, whereby the Oversight Board recertified the 

Amended Restructuring Support Agreement as a Voluntary Agreement and Qualifying 

Modification under Title VI, which was publically available on the Oversight Board’s website as 

of May 11, 2018 (https://drive.google.com/file/d/17n_KC7dTY6OA22dNG19odSrgiw3cNAa_/

view). 

28. Attached hereto as Exhibit AA is a true and correct copy of AAFAF’s May 11, 

2018 press release titled Oversight Board for Puerto Rico Certifies the Government Development 

Bank Restructuring Support Agreement Amendment, which was publically available on EMMA 

as of that date (https://emma.msrb.org/ES1303759.pdf).

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29. Attached hereto as Exhibit BB is a true and correct copy of the April 24, 2018 letter 

from José B. Carrión III, Chair of Financial Oversight and Management Board for Puerto Rico, to 

Governor Rosselló Nevares, Senator Rivera Schatz, and Speaker Méndez Núñez stating that the 

GDB Fiscal Plan was certified at Oversight Board’s thirteenth public meeting, which was 

publically available on the Oversight Board’s website as of April 25, 2018 

(https://drive.google.com/file/d/1wqfdCx_JUuqC1r1rbvGx6ulh5N0INXAG/view). 

30. Attached hereto as Exhibit CC is a true and correct copy of the Oversight Board’s 

April 20, 2018 press release titled Oversight Board Certifies UPR, HTA & GDB Fiscal Plans, 

which was publically available on the Oversight Board’s website as of that date 

(https://drive.google.com/file/d/19lEEMwgJwsyNt14zX0uTXfAO6FCdR3ZN/view).

31. Attached hereto as Exhibit DD is a true and correct copy of the Government 

Development Bank for Puerto Rico New Fiscal Plan, as Certified by the Financial Oversight and 

Management Board for Puerto Rico, dated April 20, 2018, which was publically available on the 

Oversight Board’s website as of that date (https://drive.google.com/file/d/1zTfzv8eMx47QyWFT3sY2mmbeJrxX2S1/view). 

32. Attached hereto as Exhibit EE is a true and correct copy of a certified English 

translation of the Supreme Court of Puerto Rico’s decision in Rodríguez Román v. Banco 

Gubernamental de Fomento para Puerto Rico, 151 D.P.R. 383 (2000). This certified translation

was filed with this Court on September 5, 2018. [Docket No. 3858 Ex. A].

33. Attached hereto as Exhibit FF is a true and correct copy of a certified English 

translation of the Supreme Court of Puerto Rico’s decision in Commoloco of Caguas, Inc. v. 

Benítez Díaz, 126 D.P.R. 478 (1990). This certified translation was filed with this Court on 

September 5, 2018. [Docket No. 3858 Ex. B].

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34. Attached hereto as Exhibit GG is a true and correct copy of a certified English 

translation of the Supreme Court of Puerto Rico’s decision in Amieiro Gozález v. Pinnacle Real 

Estata Home Team, 173 D.P.R. 363 (2008). This certified translation was filed with this Court on 

September 5, 2018. [Docket No. 3858 Ex. C].

35. Attached hereto as Exhibit HH is a true and correct copy of the official English 

translation of the Puerto Rico Fiscal Agency and Financial Advisory Authority Act, Act No. 2 of 

January 18, 2017. 

Executed in New York, New York on September 21, 2018

 /s/ Matthew P. Kremer 

Matthew P. Kremer

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