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.

Debtor. 

____________________________________________ 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO 

as representative of 

THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF 

PUERTO RICO, 

Debtor. 

) 

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X 

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) 

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PROMESA 

Title III 

Case No. 3:17-bk-03283 (LTS) 

PROMESA 

Title III 

Case No. 3:17-cv-01685 (LTS) 

Case No. 3:17-bk-03566 (LTS) 

 

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URGENT MOTION TO SET SUPPLEMENTAL BRIEFING AND DISCOVERY 

SCHEDULE WITH RESPECT TO MOTION OF CERTAIN SECURED CREDITORS 

OF THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO 

FOR RELIEF FROM THE AUTOMATIC STAY 

 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 1 of 19
1 

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

Movants1 respectfully submit this urgent motion (the “Urgent Motion”) for entry of an 

order, substantially in the form attached hereto as Exhibit A, setting a supplemental briefing and 

discovery schedule in accordance with the Court’s instructions during the July 25, 2018 omnibus 

hearing and with respect to the Motion of Certain Secured Creditors of the Employees Retirement 

System of the Government of the Commonwealth of Puerto Rico for Relief from the Automatic Stay

[Docket No. 3418 in Case No. 17-bk-03283 and Docket No. 289 in Case No. 17-bk-03566] (the 

“Adequate Protection Motion”). In support of the Urgent Motion, Movants state as follows: 

BACKGROUND 

1. On July 3, 2018, Movants filed the Adequate Protection Motion whereby Movants 

requested relief from the automatic stay imposed pursuant to Title III of PROMESA or, in the 

alternative, for adequate protection of their liens on property of ERS, in which the Commonwealth 

now claims an interest. See Docket No. 3418 in Case No. 17-bk-03283 and Docket No. 289 in 

Case No. 17-bk-03566. 

 1

 Movants include Altair Global Credit Opportunities Fund (A), LLC, Andalusian Global 

Designated Activity Company, Glendon Opportunities Fund, L.P., Mason Capital Master Fund, 

LP, Nokota Capital Master Fund, L.P., Oaktree-Forrest Multi- Strategy, LLC (Series B), Oaktree 

Opportunities Fund IX, L.P., Oaktree Opportunities Fund IX (Parallel 2), L.P., Oaktree Value 

Opportunities Fund, L.P., Ocher Rose, L.L.C., SV Credit, L.P., Puerto Rico AAA Portfolio Bond 

Fund, Inc., Puerto Rico AAA Portfolio Bond Fund II, Inc., Puerto Rico AAA Portfolio Target 

Maturity Fund, Inc., Puerto Rico Fixed Income Fund, Inc., Puerto Rico Fixed Income Fund II, Inc., 

Puerto Rico Fixed Income Fund III, Inc., Puerto Rico Fixed Income Fund IV, Inc., Puerto Rico 

Fixed Income Fund V, Inc., Puerto Rico GNMA & U.S. Government Target Maturity Fund, Inc., 

Puerto Rico Investors Bond Fund I, Puerto Rico Investors Tax-Free Fund, Inc., Puerto Rico 

Investors Tax-Free Fund, Inc. II, Puerto Rico Investors Tax-Free Fund III, Inc., Puerto Rico 

Investors Tax-Free Fund IV, Inc., Puerto Rico Investors Tax-Free Fund V, Inc., Puerto Rico 

Investors Tax- Free Fund VI, Inc., Puerto Rico Mortgage-Backed & U.S. Government Securities 

Fund, Inc., Tax-Free Puerto Rico Fund, Inc., Tax-Free Puerto Rico Fund II, Inc., and Tax-Free 

Puerto Rico Target Maturity Fund, Inc. 

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2 

2. On July 10, 2018, (i) the Financial Oversight and Management Board for Puerto 

(the “Oversight Board”), as representative of the Commonwealth of Puerto Rico (the 

“Commonwealth”) and the Employees Retirement System of the Government of the 

Commonwealth of Puerto Rico (the “ERS” and, collectively, the “Debtors”), filed the Debtor’s 

Opposition to Motion of Certain Secured Claimholders of Employees Retirement System of 

Government of Commonwealth of Puerto Rico for Relief from Automatic Stay [Docket No. 3465 

in Case No. 17-bk-03283 and Docket No. 292 in Case No. 17-bk-03566]; (ii) the Official 

Committee of Retired Employees of the Commonwealth of Puerto Rico (the “Retiree Committee”) 

filed the Objection of the Official Committee of Retired Employees of the Commonwealth of Puerto 

Rico to the ERS Bondholders’ Motion for Relief from the Automatic Stay [Docket No. 3468 in Case 

No. 17-bk-03283 and Docket No. 293 in Case No. 17-bk-03566]; (iii) the American Federation of 

State, County and Municipal Employees (“AFSCME”) filed the Joinder of the American 

Federation of State, County and Municipal Employees to (1) the Objection of the Official 

Committee of Retired Employees of the Commonwealth of Puerto Rico to the ERS Bondholders’ 

Motion for Relief from the Automatic Stay and (2) Debtor’s Opposition to Motion of Certain 

Secured Claimholders of Employees Retirement System of Government of Commonwealth of 

Puerto Rico for Relief from Automatic Stay [Docket No. 3467 in Case No. 17-bk-03283 and Docket 

No. 294 in Case No. 17-bk-03566]; and (iv) Joinder of the Official Committee of Unsecured 

Creditors to Debtor’s and Retiree Committee’s Objections to Motion of Certain Secured Creditors 

of Employees Retirement System of Government of Commonwealth of Puerto Rico for Relief from 

Automatic Stay [Docket No. 3470 in Case No. 17-bk-03283 and Docket No. 296 in Case No. 17-

bk-03566]. 

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3. On July 17, 2018, Movants filed the Reply of Certain Secured Creditors of the 

Employees Retirement System of the Government of the Commonwealth of Puerto Rico in Support 

of Motion for Relief from the Automatic Stay [Docket No. 3592 in Case No. 17-bk-03283 and 

Docket No. 303 in Case No. 17-bk-03566]. 

4. On July 20, 2018, the Court entered the Order Scheduling Preliminary and Final 

Hearings Regarding Motion of Certain Secured Creditors of the Employees Retirement System of 

the Government of the Commonwealth of Puerto Rico for Relief from the Automatic Stay [Docket 

No. 3654 in Case No. 17-bk-03283] (the “July 20 Order”) scheduling a preliminary hearing with 

respect to the Adequate Protection Motion during the omnibus hearing on July 25, 2018, and a 

final hearing (the “Final Hearing”) during the omnibus hearing on September 12, 2018. On July 

30, 2018 the Court entered the Order Regarding the September 12, 2018 Omnibus Hearing

[Docket No. 3722 in Case No. 17-bk-3283] rescheduling the omnibus hearing to September 13, 

2018. 

5. During the preliminary hearing on July 25, 2018, the Court instructed Movants and 

the Oversight Board to confer and agree to a proposed schedule to be submitted to the Court on 

August 3, 2018, regarding the means by which Movants will supplement the record with respect 

to “how it is that the automatic stay, as distinguished from anything else, has resulted in [the] 

diminution” of Movants’ collateral. July 25, 2018 Hr’g Tr. 82:10-16 and 87:19-23. 

6. Movants sent a proposed schedule and draft of this Urgent Motion to counsel for 

the Oversight Board on August 1, 2018. See Correspondence attached hereto as Exhibit B. 

Counsel for the Oversight Board did not respond with comments or an alternative schedule until 

3:56 pm EDT on August 3, 2018, the date the joint schedule was due. See id. The Oversight 

Board’s revised schedule, moreover, would not have allowed Movants to conduct the necessary 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

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discovery prior to the September 13, 2018 omnibus hearing, and, indeed, sought to delay the Final 

Hearing until the week of October 29, 2018. See id. Such a delay is neither consistent with this 

Court’s July 20 Order, nor appropriate in light of the continued diminution of Movants’ collateral. 

Movants thus informed counsel for the Oversight Board that they do not consent to any delay of 

the Final Hearing and that they would be filing this Urgent Motion in order to meet the deadline 

set by the Court and ensure that the parties are able to conduct the discovery contemplated by the 

Court prior to the September 13 omnibus hearing. See id. Movants expect the Oversight Board to 

file an objection to this Urgent Motion. 

RELIEF REQUESTED 

7. Movants propose the following schedule to supplement the record with respect to 

the Adequate Protection Motion: 

a. August 3, 2018: Deadline for Movants to file a declaration to supplement 

the record with respect to the diminution of Movants’ collateral as a result 

of the automatic stay and any other issue related to the Adequate Protection 

Motion. 

b. August 6, 2018: Deadline for Movants and the Oversight Board to serve 

written discovery and notice depositions. 

c. August 13, 2018: Deadline for the Oversight Board to file a declaration to 

supplement the record with respect to the diminution of Movants’ collateral 

as a result of the automatic stay and any other issue related to the Adequate 

Protection Motion. 

d. August 24, 2018: Deadline for responses to written discovery. 

e. August 29, 2018: Deadline for completion of depositions. 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

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5 

f. September 7, 2018: Deadline for any supplemental briefs and declarations 

with respect to the Adequate Protection Motion. 

g. September 13, 2018 (or such other date as the Court deems necessary): 

Final Hearing with respect to the Adequate Protection Motion. 

8. Pursuant to Paragraph III.G of the Fourth Amended Notice, Case Management and 

Administrative Procedures [Docket No. 2839 in Case No. 17-bk-03283], Movants hereby certify 

that they have carefully examined the matter and concluded that there is a true need for an urgent 

motion; have not created the urgency through any lack of due diligence; have made a bona fide 

effort to resolve the matter without a hearing; have made reasonable, good-faith communications 

in an effort to resolve or narrow the issues that are being brought to the Court; and met and 

conferred in advance of filing this Urgent Motion but were unable to reach agreement. 

NO PRIOR REQUEST 

9. No prior request for relief sought in this Urgent Motion has been made to this or 

any other court. 

WHEREFORE Movants respectfully request that the Court enter an order, substantially 

in the form attached hereto as Exhibit A, (a) granting the Urgent Motion and (b) granting such 

other relief as is just and proper. 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 6 of 19
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In San Juan, Puerto Rico, today August 3, 2018. 

By: 

/s/ Alfredo Fernández-Martínez ___ /s/ Bruce Bennett_____________ 

Alfredo Fernández-Martínez

DELGADO & FERNÁNDEZ, LLC

PO Box 11750 

Fernández Juncos Station 

San Juan, Puerto Rico 00910-1750 

Tel. (787) 274-1414 

Fax: (787) 764-8241 

afernandez@delgadofernandez.com

USDC-PR 210511 

Counsel for ERS Bondholders Altair Global 

Credit Opportunities Fund (A), LLC, 

Andalusian Global Designated Activity 

Company, Glendon Opportunities Fund, 

L.P., Mason Capital Management, LLC, 

Nokota Capital Master Fund, L.P., OaktreeForrest Multi- Strategy, LLC (Series B), 

Oaktree Opportunities Fund IX, L.P., 

Oaktree Opportunities Fund IX (Parallel 2), 

L.P., Oaktree Value Opportunities Fund, 

L.P., Ocher Rose, L.L.C., and SV Credit, 

L.P.

Bruce Bennett (pro hac vice) 

JONES DAY 

555 South Flower Street 

Fiftieth Floor 

Los Angeles, California 90071 

Tel. (213) 489-3939 

Fax: (213) 243-2539 

bbennett@jonesday.com 

Benjamin Rosenblum (pro hac vice) 

James M. Gross (pro hac vice) 

JONES DAY 

250 Vesey Street 

New York, NY 10281 

Tel. (212) 326-3939 

Fax: (212) 755-7306 

brosenblum@jonesday.com 

jgross@jonesday.com 

Geoffrey S. Stewart (pro hac vice) 

Beth Heifetz (pro hac vice) 

Christopher J. DiPompeo (pro hac vice) 

Sparkle L. Sooknanan (pro hac vice) 

JONES DAY 

51 Louisiana Ave. N.W. 

Washington, DC 20001 

Tel. (202) 879-3939 

Fax: (202) 626-1700 

gstewart@jonesday.com

bheifetz@jonesday.com 

cdipompeo@jonesday.com 

ssooknanan@jonesday.com 

Counsel for ERS Bondholders Altair Global 

Credit Opportunities Fund (A), LLC, 

Andalusian Global Designated Activity 

Company, Glendon Opportunities Fund, L.P., 

Mason Capital Management, LLC, Nokota 

Capital Master Fund, L.P., Oaktree-Forrest 

Multi- Strategy, LLC (Series B), Oaktree

Opportunities Fund IX, L.P., Oaktree

Opportunities Fund IX (Parallel 2), L.P.,

Oaktree Value Opportunities Fund, L.P.,

Ocher Rose, L.L.C., and SV Credit, L.P.

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 7 of 19
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/s/ Alicia I. Lavergne-Ramírez /s/ Jason Zakia 

José C. Sánchez-Castro

USDC-PR 213312 

jsanchez@sanpir.com 

Alicia I. Lavergne-Ramírez

USDC-PR 215112 

alavergne@sanpir.com 

Maraliz Vázquez-Marrero

USDC-PR 225504 

mvazquez@sanpir.com 

SÁNCHEZ PIRILLO LLC 

270 Muñoz Rivera Avenue, Suite 1110 

San Juan, PR 00918 

Tel. (787) 522-6776 

Fax: (787) 522-6777 

Counsel for Puerto Rico AAA Portfolio

Bond Fund, Inc., Puerto Rico AAA

Portfolio Bond Fund II, Inc., Puerto Rico

AAA Portfolio Target Maturity Fund, Inc.,

Puerto Rico Fixed Income Fund, Inc.,

Puerto Rico Fixed Income Fund II, Inc.,

Puerto Rico Fixed Income Fund III, Inc.,

Puerto Rico Fixed Income Fund IV, Inc.,

Puerto Rico Fixed Income Fund V, Inc.,

Puerto Rico GNMA & U.S. Government

Target Maturity Fund, Inc., Puerto Rico

Investors Bond Fund I, Puerto Rico

Investors Tax-Free Fund, Inc., Puerto

Rico Investors Tax-Free Fund, Inc. II,

Puerto Rico Investors Tax-Free Fund III, 

Inc., Puerto Rico Investors Tax-Free Fund

IV, Inc., Puerto Rico Investors Tax-Free

Fund V, Inc., Puerto Rico Investors TaxFree Fund VI, Inc., Puerto Rico

Mortgage-Backed & U.S. Government

Securities Fund, Inc., Tax-Free Puerto

Rico Fund, Inc., Tax-Free Puerto Rico

Fund II, Inc., and Tax-Free Puerto Rico

Target Maturity Fund, Inc.

John K. Cunningham (pro hac vice) 

Glenn M. Kurtz (pro hac vice) 

WHITE & CASE LLP 

1221 Avenue of the Americas

New York, NY 10036 

Tel. (212) 819-8200 

Fax (212) 354-8113 

jcunningham@whitecase.com 

gkurtz@whitecase.com

Jason N. Zakia (pro hac vice) 

Cheryl T. Sloane (pro hac vice) 

WHITE & CASE LLP 

200 S. Biscayne Blvd., Suite 4900 

Miami, FL 33131 

Tel. (305) 371-2700 

Fax (305) 358-5744 

jzakia@whitecase.com 

csloane@whitecase.com 

Counsel for Puerto Rico AAA Portfolio

Bond Fund, Inc., Puerto Rico AAA

Portfolio Bond Fund II, Inc., Puerto Rico

AAA Portfolio Target Maturity Fund, Inc.,

Puerto Rico Fixed Income Fund, Inc.,

Puerto Rico Fixed Income Fund II, Inc.,

Puerto Rico Fixed Income Fund III, Inc.,

Puerto Rico Fixed Income Fund IV, Inc.,

Puerto Rico Fixed Income Fund V, Inc.,

Puerto Rico GNMA & U.S. Government

Target Maturity Fund, Inc., Puerto Rico

Investors Bond Fund I, Puerto Rico

Investors Tax-Free Fund, Inc., Puerto

Rico Investors Tax-Free Fund, Inc. II,

Puerto Rico Investors Tax-Free Fund III, 

Inc., Puerto Rico Investors Tax-Free Fund

IV, Inc., Puerto Rico Investors Tax-Free

Fund V, Inc., Puerto Rico Investors TaxFree Fund VI, Inc., Puerto Rico

Mortgage-Backed & U.S. Government

Securities Fund, Inc., Tax-Free Puerto

Rico Fund, Inc., Tax-Free Puerto Rico

Fund II, Inc., and Tax-Free Puerto Rico

Target Maturity Fund, Inc. 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

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Exhibit A 

Proposed Order 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 9 of 19
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.

Debtor. 

____________________________________________ 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO 

as representative of 

THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF 

PUERTO RICO, 

Debtor. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

X 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

PROMESA 

Title III 

Case No. 3:17-bk-03283 (LTS) 

PROMESA 

Title III 

Case No. 3:17-cv-01685 (LTS) 

Case No. 3:17-bk-03566 (LTS) 

 

--------------------------------------------------------------------- x 

 

ORDER GRANTING URGENT MOTION TO SET SUPPLEMENTAL BRIEFING AND 

DISCOVERY SCHEDULE WITH RESPECT TO MOTION OF CERTAIN SECURED 

CREDITORS OF THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO 

FOR RELIEF FROM THE AUTOMATIC STAY 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 10 of 19
 Upon the Urgent Motion to Set Supplemental Briefing and Discovery Schedule with Respect 

to Motion of Certain Secured Creditors of the Employees Retirement System of the Government of the 

Commonwealth of Puerto Rico for Relief from the Automatic Stay (the “Urgent Motion”)2

; and the 

Court having found it has subject matter jurisdiction over this matter pursuant to PROMESA section 

306(a); and it appearing that venue is proper pursuant to PROMESA section 307(a); and the Court 

having found that notice of the Urgent Motion was adequate and proper under the circumstances and 

that no further or other notice need be given; and the Court having found that the relief requested in 

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

and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED that: 

1. The Urgent Motion is granted as set forth herein. 

2. The deadline for Movants3

 to file a declaration to supplement the record with respect 

to the diminution of Movants’ collateral as a result of the automatic stay and any other issue related 

to the Adequate Protection Motion is August 3, 2018 at 4:00 p.m. (Atlantic Standard Time). 

3. The deadline for Movants and the Oversight Board to serve written discovery and 

notice depositions to supplement the record with respect to the diminution of Movants’ collateral as a 

 2

 Capitalized terms used but not otherwise defined herein have the meanings given to them 

in the Urgent Motion. 

3 Movants include Altair Global Credit Opportunities Fund (A), LLC, Andalusian Global 

Designated Activity Company, Glendon Opportunities Fund, L.P., Mason Capital Master Fund, LP, 

Nokota Capital Master Fund, L.P., Oaktree-Forrest Multi- Strategy, LLC (Series B), Oaktree 

Opportunities Fund IX, L.P., Oaktree Opportunities Fund IX (Parallel 2), L.P., Oaktree Value 

Opportunities Fund, L.P., Ocher Rose, L.L.C., SV Credit, L.P., Puerto Rico AAA Portfolio Bond 

Fund, Inc., Puerto Rico AAA Portfolio Bond Fund II, Inc., Puerto Rico AAA Portfolio Target 

Maturity Fund, Inc., Puerto Rico Fixed Income Fund, Inc., Puerto Rico Fixed Income Fund II, Inc., 

Puerto Rico Fixed Income Fund III, Inc., Puerto Rico Fixed Income Fund IV, Inc., Puerto Rico Fixed 

Income Fund V, Inc., Puerto Rico GNMA & U.S. Government Target Maturity Fund, Inc., Puerto 

Rico Investors Bond Fund I, Puerto Rico Investors Tax-Free Fund, Inc., Puerto Rico Investors TaxFree Fund, Inc. II, Puerto Rico Investors Tax-Free Fund III, Inc., Puerto Rico Investors Tax-Free Fund 

IV, Inc., Puerto Rico Investors Tax-Free Fund V, Inc., Puerto Rico Investors Tax- Free Fund VI, Inc., 

Puerto Rico Mortgage-Backed & U.S. Government Securities Fund, Inc., Tax-Free Puerto Rico Fund, 

Inc., Tax-Free Puerto Rico Fund II, Inc., and Tax-Free Puerto Rico Target Maturity Fund, Inc. 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 11 of 19
result of the automatic stay and any other issue related to the Adequate Protection Motion is August 

6, 2018. 

4. The deadline for the Oversight Board to file a declaration to supplement the record 

with respect to the diminution of Movants’ collateral as a result of the automatic stay and any other 

issue related to the Adequate Protection Motion is August 13, 2018 at 4:00 p.m. (Atlantic Standard 

Time). 

5. The deadline for responses to written discovery is August 24, 2018. 

6. The deadline for completion of depositions is August 29, 2018. 

7. The deadline for any supplemental briefs and declarations with respect to the Adequate 

Protection Motion is September 7, 2018 at 4:00 p.m. (Atlantic Standard Time). 

8. The date of the Final Hearing with respect to the Adequate Protection Motion is 

September 13, 2018 at 9:30 a.m. (Atlantic Standard Time) (or such other date as the Court 

deems necessary). 

9. The Court shall retain jurisdiction to hear and determine all matters arising from the 

implementation of this order. 

Dated: ________________ 

San Juan, Puerto Rico 

 _______________________________ 

 UNITED STATES DISTRICT JUDGE 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

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Exhibit B 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 13 of 19
1

DiPompeo, Christopher J.

From: Dale, Margaret A. <mdale@proskauer.com>

Sent: Friday, August 3, 2018 5:32 PM

To: DiPompeo, Christopher J.; brosen@proskauer.com

Cc: mbienenstock@proskauer.com; JLevitan@proskauer.com; tmungovan@proskauer.com; 

sweise@proskauer.com; dvelawoffices@gmail.com; Bennett, Bruce S.; Rosenblum, 

Benjamin; Stewart, Geoffrey S.; Sims, Ryan; afernandez@delgadofernandez.com; 

jcunningham@whitecase.com; fdelahoz@whitecase.com; jzakia@whitecase.com; 

csloane@whitecase.com; Sooknanan, Sparkle L.; suhland@omm.com; 

mhackett@proskauer.com

Subject: RE: ERS Scheduling

Chris, 

We don’t agree that any discovery is necessary or was contemplated at the hearing.  We will file our own proposed 

schedule.   

Thanks. 

Margaret 

Margaret A. Dale

Partner and Vice Chair, Litigation Department 

Proskauer

Eleven Times Square 

New York, NY 10036-8299 

d 212.969.3315 

f 212.969.2900 

mdale@proskauer.com

Visit our Commercial Litigation blog: 

www.mindingyourbusinesslitigation.com

greenspaces 

Please consider the environment before printing this email.

From: DiPompeo, Christopher J. <cdipompeo@jonesday.com>  

Sent: Friday, August 3, 2018 4:51 PM 

To: Dale, Margaret A. <mdale@proskauer.com>; Rosen, Brian S. <brosen@proskauer.com> 

Cc: Bienenstock, Martin J. <mbienenstock@proskauer.com>; Levitan, Jeffrey W. <JLevitan@proskauer.com>; Mungovan, 

Timothy W. <tmungovan@proskauer.com>; Weise, Steven O. <sweise@proskauer.com>; dvelawoffices@gmail.com; 

Bennett, Bruce S. <bbennett@jonesday.com>; Rosenblum, Benjamin <brosenblum@JonesDay.com>; Stewart, Geoffrey 

S. <gstewart@JonesDay.com>; Sims, Ryan <rsims@jonesday.com>; afernandez@delgadofernandez.com; 

jcunningham@whitecase.com; fdelahoz@whitecase.com; jzakia@whitecase.com; csloane@whitecase.com; Sooknanan, 

Sparkle L. <ssooknanan@jonesday.com>; suhland@omm.com; Hackett, Michael R. <MHackett@proskauer.com> 

Subject: RE: ERS Scheduling 

Margaret, 

Thank you for getting back to us today.  Unfortunately, your revised schedule will not allow the ERS bondholders to 

conduct the necessary discovery prior to the September 13 omnibus hearing, which is the date set for the final hearing 

by the Court in its July 20 Order.  In fact, your schedule seeks to delay the final hearing until the week of October 29, 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 14 of 19
2

2018.  Such a delay is neither consistent with the Court’s July 20 Order, nor appropriate in light of the continued 

diminution of the bondholders’ collateral.  We do not consent to any delay of the final hearing. 

In addition, we do not think it would be productive to try to put together a joint submission at this point, given the 

lateness of the hour on the date the scheduling motion is due.  We plan to file the urgent motion as a motion of the ERS 

bondholders, rather than as a joint motion, in order to meet the deadline set by the Court and to ensure that the parties 

are able to conduct the discovery contemplated by the Court prior to the September 13 omnibus hearing.  We will 

indicate that we expect the Oversight Board to object.   

Best, 

Chris 

Christopher DiPompeo (Bio) 

Associate

JONES DAY® - One Firm WorldwideSM

51 Louisiana Ave., N.W. 

Washington, D.C. 20001 

Office: +1.202.879.7686

Fax: +1.202.626.1700

cdipompeo@jonesday.com

From: Dale, Margaret A. <mdale@proskauer.com>  

Sent: Friday, August 3, 2018 3:55 PM 

To: brosen@proskauer.com; DiPompeo, Christopher J. <cdipompeo@jonesday.com> 

Cc: mbienenstock@proskauer.com; JLevitan@proskauer.com; tmungovan@proskauer.com; sweise@proskauer.com; 

dvelawoffices@gmail.com; Bennett, Bruce S. <bbennett@jonesday.com>; Rosenblum, Benjamin 

<brosenblum@JonesDay.com>; Stewart, Geoffrey S. <gstewart@JonesDay.com>; Sims, Ryan <rsims@jonesday.com>; 

afernandez@delgadofernandez.com; jcunningham@whitecase.com; fdelahoz@whitecase.com; jzakia@whitecase.com; 

csloane@whitecase.com; Sooknanan, Sparkle L. <ssooknanan@jonesday.com>; suhland@omm.com; 

mhackett@proskauer.com

Subject: RE: ERS Scheduling 

Chris, 

We conferred and suggest the following dates.  Let us know if these work.  If not, we suggest that we file a combined 

paper that lays out each of our positions.   

Thanks.  

Margaret 

a. August 3, 2018: Deadline for Movants to file a declaration to supplement the record with

respect to the diminution of Movants’ collateral as a result of the automatic stay and any

other issue related to the Adequate Protection Motion. 

b. August 13, 2018: Deadline for the Oversight Board to file a declaration to supplement the

record with respect to the diminution of Movants’ collateral as a result of the automatic

stay and any other issue related to the Adequate Protection Motion (if deemed necessary

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 15 of 19
3

by the Oversight Board and without prejudice to the Oversight’s Board to file supplemental

declarations consistent with the deadline identified below). 

c. August 17, 2018: Deadline for Movants and the Oversight Board to serve written

discovery and notice depositions. 

d. September 17, 2018: Deadline for responses to written discovery. 

e. October 5, 2018: Deadline for completion of depositions. 

f. October 19, 2018: Deadline for any supplemental briefs and declarations with respect to

the Adequate Protection Motion. 

g. Week of October 29 (or such other date as the Court deems necessary): Final Hearing 

with respect to the Adequate Protection Motion. 

All of these dates are without prejudice to the rights of the Retiree Committee and AAFAF. 

Margaret A. Dale

Partner and Vice Chair, Litigation Department 

Proskauer

Eleven Times Square 

New York, NY 10036-8299 

d 212.969.3315 

f 212.969.2900 

mdale@proskauer.com

Visit our Commercial Litigation blog: 

www.mindingyourbusinesslitigation.com

greenspaces 

Please consider the environment before printing this email.

From: Rosen, Brian S.  

Sent: Friday, August 3, 2018 2:01 PM 

To: DiPompeo, Christopher J. <cdipompeo@jonesday.com> 

Cc: Bienenstock, Martin J. <mbienenstock@proskauer.com>; Levitan, Jeffrey W. <JLevitan@proskauer.com>; Mungovan, 

Timothy W. <tmungovan@proskauer.com>; Weise, Steven O. <sweise@proskauer.com>; dvelawoffices@gmail.com; 

Bennett, Bruce S. <bbennett@jonesday.com>; Rosenblum, Benjamin <brosenblum@JonesDay.com>; Stewart, Geoffrey 

S. <gstewart@JonesDay.com>; Sims, Ryan <rsims@jonesday.com>; afernandez@delgadofernandez.com; 

jcunningham@whitecase.com; fdelahoz@whitecase.com; jzakia@whitecase.com; csloane@whitecase.com; Sooknanan, 

Sparkle L. <ssooknanan@jonesday.com>; Dale, Margaret A. <mdale@proskauer.com>; Uhland, Suzzanne 

(suhland@omm.com) <suhland@omm.com>; Hackett, Michael R. <MHackett@proskauer.com> 

Subject: RE: ERS Scheduling 

Chris, 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 16 of 19
4

Hoping to get our group together shortly.  However, not sure I agree about anything being due today.  Although I have 

not checked the transcript, my recollection is that no promises or agreements were made on the record and that we 

merely said we would go out and discuss the issue. 

Will let you know.  As of now, you do NOT have authority to sign on behalf of the Oversight Board. 

Brian S. Rosen

Partner

Proskauer

Eleven Times Square 

New York, NY 10036-8299 

d 212.969.3380 

m 914.393.3040 

f 212.969.2900

brosen@proskauer.com 

greenspaces 

Please consider the environment before printing this email.

From: DiPompeo, Christopher J. <cdipompeo@jonesday.com>  

Sent: Friday, August 3, 2018 1:57 PM 

To: Rosen, Brian S. <brosen@proskauer.com> 

Cc: Bienenstock, Martin J. <mbienenstock@proskauer.com>; Levitan, Jeffrey W. <JLevitan@proskauer.com>; Mungovan, 

Timothy W. <tmungovan@proskauer.com>; Weise, Steven O. <sweise@proskauer.com>; dvelawoffices@gmail.com; 

Bennett, Bruce S. <bbennett@jonesday.com>; Rosenblum, Benjamin <brosenblum@JonesDay.com>; Stewart, Geoffrey 

S. <gstewart@JonesDay.com>; Sims, Ryan <rsims@jonesday.com>; afernandez@delgadofernandez.com; 

jcunningham@whitecase.com; fdelahoz@whitecase.com; jzakia@whitecase.com; csloane@whitecase.com; Sooknanan, 

Sparkle L. <ssooknanan@jonesday.com> 

Subject: RE: ERS Scheduling 

Brian, 

Thank you for getting back to me yesterday.  I wanted to follow up again on the joint scheduling motion, which is due 

today.  If you have any proposed modifications, please get them to us by 3:30 pm EST today.  Otherwise, could you 

please confirm that we can add the Oversight Board’s signature block and file the joint motion.  Thank you. 

Best, 

Chris 

Christopher DiPompeo (Bio) 

Associate

JONES DAY® - One Firm WorldwideSM

51 Louisiana Ave., N.W. 

Washington, D.C. 20001 

Office: +1.202.879.7686

Fax: +1.202.626.1700

cdipompeo@jonesday.com

From: Rosen, Brian S. <brosen@proskauer.com>  

Sent: Thursday, August 2, 2018 2:37 PM 

To: DiPompeo, Christopher J. <cdipompeo@jonesday.com> 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 17 of 19
5

Cc: mbienenstock@proskauer.com; JLevitan@proskauer.com; tmungovan@proskauer.com; sweise@proskauer.com; 

dvelawoffices@gmail.com; Bennett, Bruce S. <bbennett@jonesday.com>; Rosenblum, Benjamin 

<brosenblum@JonesDay.com>; Stewart, Geoffrey S. <gstewart@JonesDay.com>; Sims, Ryan <rsims@jonesday.com>; 

afernandez@delgadofernandez.com; jcunningham@whitecase.com; fdelahoz@whitecase.com; jzakia@whitecase.com; 

csloane@whitecase.com; Sooknanan, Sparkle L. <ssooknanan@jonesday.com> 

Subject: Re: ERS Scheduling 

Chris and Sparkle, 

Apologize for the delay.  Been tied up in the COFINA mediation and will not be able to review your proposed motion 

until tomorrow. 

Brian 

Sent from my iPad 

On Aug 2, 2018, at 2:23 PM, DiPompeo, Christopher J. <cdipompeo@jonesday.com> wrote: 

All,

I’m writing to follow up on Sparkle’s email below.  Please let us know if you have any comments on the 

proposed schedule, so that we can make sure it is filed tomorrow.

Best,

Chris

Christopher DiPompeo (Bio) 

Associate

JONES DAY® - One Firm WorldwideSM

51 Louisiana Ave., N.W. 

Washington, D.C. 20001 

Office: +1.202.879.7686

Fax: +1.202.626.1700

cdipompeo@jonesday.com

From: Sooknanan, Sparkle L.  

Sent: Wednesday, August 1, 2018 12:12 PM 

To: mbienenstock@proskauer.com; brosen@proskauer.com; JLevitan@proskauer.com; 

tmungovan@proskauer.com; sweise@proskauer.com; dvelawoffices@gmail.com

Cc: Bennett, Bruce S. <bbennett@jonesday.com>; Rosenblum, Benjamin <brosenblum@JonesDay.com>; 

Stewart, Geoffrey S. <gstewart@JonesDay.com>; DiPompeo, Christopher J. 

<cdipompeo@jonesday.com>; Sims, Ryan <rsims@jonesday.com>; afernandez@delgadofernandez.com; 

jcunningham@whitecase.com; fdelahoz@whitecase.com; jzakia@whitecase.com; 

csloane@whitecase.com

Subject: ERS Scheduling 

  

Counsel, 

  

At the omnibus hearing last week, the Court asked us to file a joint scheduling motion by Friday in 

connection with the lift stay motion. Attached is a proposed schedule, which reflects the deadlines for 

Case:17-03283-LTS Doc#:3738 Filed:08/03/18 Entered:08/03/18 17:50:21 Desc: Main

Document Page 18 of 19
6

declarations discussed immediately after the hearing and proposed deadlines for discovery and pre‐

hearing briefing. We are of course available to discuss. 

  

Thank you, 

Sparkle 

  

-------------------

Sparkle L. Sooknanan 

Associate 

JONES DAY® ‐ One Firm WorldwideSM

51 Louisiana Ave, NW 

Washington, DC  20001 

Office +1.202.879.3435 

  

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