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)

ORDER (A) APPROVING LIMITED OMNIBUS OBJECTION PROCEDURES, (B) 

WAIVING THE REQUIREMENT OF BANKRUPTCY RULE 3007(e)(6), AND (C) 

GRANTING RELATED RELIEF

Upon the motion (the “Motion”)2of the above-captioned debtors (collectively, the 

“Debtors”), for entry of an order (this “Order”) (a) approving certain limited Omnibus Objection 

Procedures attached hereto, (b) authorizing the Debtors to assert objections to claims in an 

omnibus format pursuant to Bankruptcy Rule 3007(c), (c) waiving the requirement in 

Bankruptcy Rule 3007(e)(6) that Omnibus Objections contain objections to no more than 100 

claims, and (d) granting related relief, all as more fully described in the Motion; and this Court 

having 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 held a hearing to 

 

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 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the 

Motion.

Case:17-03283-LTS Doc#:4197-2 Filed:11/08/18 Entered:11/08/18 18:33:42 Desc:

Exhibit B Page 1 of 8
consider the Motion and the relief requested therein on November 7, 2018; and having found that 

the relief requested in the Debtors’ Motion is in the best interests of the Debtors, their creditors, 

and other parties in interest; and the Court having found that, based upon the relief requested by 

the Debtors’ Motion, no further notice is required; and the Court having reviewed the Debtors’ 

Motion; and the court having determined that the legal and factual bases set forth in the Debtors’ 

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

requested herein having been resolved as set forth herein, or 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 to the extent set forth herein and in the Objection 

Procedures attached hereto as Exhibit 1.

2. Notwithstanding anything to the contrary in PROMESA, the Bankruptcy Code, 

the Bankruptcy Rules, or the Local Bankruptcy Rules, and pursuant to Bankruptcy Rule 3007(c), 

the Debtors may file Omnibus Objections that include objections to claims on any basis provided 

for in Bankruptcy Rule 3007(d)(1) – (7), or on the additional basis that, pursuant to the Bar Date 

Order, the Claim should not have been filed.).

3. Notwithstanding anything to the contrary in the Bankruptcy Code, the 

Bankruptcy Rules, or the Local Rules, the Debtors may object to as many as five hundred (500)

claims in a single Omnibus Objection on any basis provided for in Bankruptcy Rule 3007(d)(1) –

(7), or on the additional basis that, pursuant to the Bar Date Order, the Claim should not have 

been filed.).

4. The Debtors may file and prosecute any Omnibus Objections in accordance 

with the Objection Procedures attached hereto as Exhibit 1, which are approved, and in 

Case:17-03283-LTS Doc#:4197-2 Filed:11/08/18 Entered:11/08/18 18:33:42 Desc:

Exhibit B Page 2 of 8
accordance with the other procedural safeguards set forth in Bankruptcy Rule 3007(e), with the 

exception of Bankruptcy Rule 3007(3e)(6), as described in the immediately preceding paragraph.

5. Nothing in this Order or in the Motion is, or shall be deemed to constitute, any

admission as to the validity, nature, amount, or priority of any claim asserted against the Debtors 

in these PROMESA cases, or a waiver of any right of the Debtors or any other party in interest in 

these cases to dispute the validity, nature, amount, or priority of, or otherwise object, either in the 

same or subsequent objections, on any grounds to any such claims.

6. The Debtors are authorized to take any and all actions reasonably necessary or 

appropriate to effectuate the relief granted pursuant to this Order in accordance with the Motion.

7. The Debtors shall consult with the Creditors’ Committee regarding the form of 

notice that will be used in connection with filing Omnibus Objections.

7.8. This Court retains exclusive jurisdiction with respect to all matters arising from 

or related to the implementation, interpretation, and enforcement of this Order.

Dated: , 2018

Honorable Judge Laura Taylor Swain

United States District Judge

Case:17-03283-LTS Doc#:4197-2 Filed:11/08/18 Entered:11/08/18 18:33:42 Desc:

Exhibit B Page 3 of 8
EXHIBIT 1

Omnibus Objection Procedures

Case:17-03283-LTS Doc#:4197-2 Filed:11/08/18 Entered:11/08/18 18:33:42 Desc:

Exhibit B Page 4 of 8
OMNIBUS OBJECTION PROCEDURES

1. Grounds for Omnibus Objections. In addition to those grounds expressly set forth 

in Bankruptcy Rule 3007(d)(1) – (7), theThe Debtors may file omnibus objections (each an 

“Omnibus Objection”) to claims on the grounds that such claims, pursuant to the Bar Date Order, 

should not have been filed.expressly set forth in Bankruptcy Rule 3007(d)(1) – (7).

2. Form of Omnibus Objection. Each Omnibus Objection will be numbered 

consecutively, regardless of basis, and will be provided in both Spanish and English.

3. Claims Exhibits. An exhibit listing the Claims that are subject to the particular 

Omnibus Objection will be attached thereto. Each exhibit will include only the Claims to which 

there is a common basis for the Omnibus Objection. Claims for which there is more than one 

basis for the Omnibus Objection will be referenced on each exhibit applicable thereto. The 

exhibits will include, without limitation, the following information, alphabetized by claimant:

a. the Claims that are the subject of the Omnibus Objection and, if 

applicable, the Proof of Claim number(s) related thereto from the Claims 

Register;

b. the asserted amount of the Claim(s);

c. the grounds for the Omnibus Objection; and

d. other information, as applicable, including: (i) the proposed classification of 

Claims the Debtors seek to reclassify; (ii) the proposed Claim amount of Claims 

the Debtors seek to reduce; or (iii) the surviving Claims, if any, of groups of 

Claims the Debtors seek to expunge.

4. Notice and Service. Each Omnibus Objection will be filed with the Court and 

served upon (a) the any individual creditors subject to such Omnibus Objection, (b) the U.S. 

Trustee, and (bc) the Master Service List (as defined by the Order Further Amending Case 

Management Procedures [Case No. 17-3283, ECF No. 3804]), which is available on the Debtors’ 

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

5. Local Rule 3007-1 Notice. Pursuant to Puerto Rico Local Bankruptcy Rule 3007-

1, each Omnibus Objection will include the following notice in a conspicuous location.

IMPORTANT NOTICE PURSUANT TO LOCAL RULE 3007-1

Within thirty (30) days after service as evidenced by the certification, and an additional three (3) 

days pursuant to Fed. R. Bank. P. 9006(f) if you were served by mail, any party against whom 

this paper has been served, or any other party to the action who objects to the relief sought 

herein, shall serve and file an objection or other appropriate response to this paper with the 

clerksclerk’s office of the United States BankruptcyDistrict Court for the District of Puerto Rico. 

If no objection or other response is filed within the time allowed herein, the objection will be 

deemed unopposed and may be granted unless: (1) the requested relief is forbidden by law; (2) 

the requested relief is against public policy; or (3) in the opinion of the court, the interest of 

justice requires otherwise. If you file a timely response, the court may schedule a hearing.

Case:17-03283-LTS Doc#:4197-2 Filed:11/08/18 Entered:11/08/18 18:33:42 Desc:

Exhibit B Page 5 of 8
6. Omnibus Hearings. Each Omnibus Objection shall be set for hearing at the next 

omnibus hearing set by the Court but in no event less than forty-five (45) days after service of 

the Omnibus Objection (the “Hearing”). In the Debtors’ sole discretion, and, upon three (3)

business days’ prior notice to an individual creditor subject to an Omnibus Objection, the 

Debtors may adjourn the Hearing on the Omnibus Objection to a subsequent hearing date 

without further order of the Court. For claims subject to an Omnibus Objection and with respect

to which no response is filed in accordance with the proposed response procedures (a 

“Response”), the Court may grant the Omnibus Objection with respect to those claims without 

further notice or hearing. For claims subject to an Omnibus Objection for which a Response is 

filed in accordance with the proposed response procedures, and for which the issues raised in the 

Response are resolved prior to the Hearing, the Debtors may request at the Hearing that the 

Court enter an order granting the Omnibus Objection with respect to such claim(s). If such 

claim(s) cannot be resolved and a hearing is determined to be necessary, the Debtors shall file 

with the Court and serve on the affected claimant(s) a notice of the hearing, to the extent the 

Debtors did not file a notice of hearing previously.

7. Contested Matter. Each claim subject to an Omnibus Objection, along with any

Responses thereto, shall constitute a separate contested matter as contemplated by Bankruptcy 

Rule 9014, and any order entered by the Court with respect to an Omnibus Objection will be 

deemed a separate order with respect to such claim. The Debtors may, in their discretion and in 

accordance with other orders of this Court or the provisions of the Bankruptcy Code and the 

Bankruptcy Rules, settle the priority, amount, and validity of such contested claims without any

further notice to or action, order, or approval of the Court.action, order, or approval of the Court. 

However, at least ten (10) business days prior to settling any claim, Debtors shall contact counsel 

for the Creditors’ Committee (in the manner and as defined by the Order Further Amending Case 

Management Procedures [Case No. 17-3283, ECF No. 3804]), which is available on the Debtors’ 

case website at https://cases.primeclerk.com/puertorico, to advise them of the Debtors’ intent to 

settle the claim (“Claim Settlement Notice”). The Claim Settlement Notice shall include the (i) 

the claim number, (ii) the amount of the claim, (iii) a brief description of the intended settlement 

of the claim. If the Creditors’ Committee does not inform Debtors of any objections to the Claim 

Settlement Notice within five (5) business days of service, or if any such objections are resolved 

by negotiations between Debtors and the Creditors’ Committee, then Debtors may proceed in 

accordance with other orders of this Court or the provisions of the Bankruptcy Code and the 

Bankruptcy Rules, to settle the priority, amount, and validity of the contested claims as described 

in its Claim Settlement Notice, as modified by the parties’ negotiations. 

RESPONSES TO OMNIBUS OBJECTIONS

8. Parties Required to File a Response. Any party who disputes an Omnibus 

Objection is required to file a Response in accordance with the procedures set forth herein. If a 

party whose c laim is subject to an Omnibus Objection does not file and serve a Response in 

compliance with the procedures below, the Court may grant the Omnibus Objection with respect 

to such claim without further notice to the claimant.

9. Response Contents. Each Response must contain the following (at a minimum):

a. a caption stating the name of the Court, the name of the Debtors, the case 

Case:17-03283-LTS Doc#:4197-2 Filed:11/08/18 Entered:11/08/18 18:33:42 Desc:

Exhibit B Page 6 of 8
number, the title of the Omnibus Objection to which the Response is 

directed, and, if applicable, the Proof of Claim number(s) related thereto 

from the Prime Clerk (which will scheduled with the Omnibus Objection 

and is available on the Debtors’ case website at 

https://cases.primeclerk.com/puertorico);

b. a concise statement setting forth the reasons why the Court should not 

grant the Omnibus Objection with respect to such claim, including the 

factual and legal bases upon which the claimant will rely in opposing the 

Omnibus Objection;

c. a copy of any other documentation or other evidence of the claim, to the 

extent not already included with the Proof of Claim, upon which the 

claimant will rely in opposing the Omnibus Objection; provided, however, 

that the claimant need not disclose confidential, proprietary, or otherwise 

protected information in the Response; provided, further, however, that the 

claimant shall disclose to the Debtors all information and provide copies 

of all documents that the claimant believes to be confidential, proprietary, 

or otherwise protected and upon which the claimant intends to rely in 

support of its claim, subject to appropriate confidentiality constraints; and

d. the following contact information for the responding party:

(i) the name, address, telephone number, and email address of the 

responding claimant or the name, address, telephone number, and 

email address of the claimant’s attorney or designated representative 

to whom the attorneys for the Debtors should serve a reply to the 

Response, if any; or

(ii) the name, address, telephone number, and email address of the party 

with authority to reconcile, settle, or otherwise resolve the Omnibus 

Objection on the claimant’s behalf.

10. Filing and Service of the Response. A Response will be deemed timely only if itis 

filed with the Court and served by 4:00 pm (Atlantic Time) on the day that is 30 calendar 

days from the date the Omnibus Objection is served (or an additional three (3) days pursuant to 

Fed. R. Bank. P. 9006(f) if service was by mail), unless otherwise extended, in writing, by the 

Debtors (the “Response Deadline”). A Response must be served on the entities onOversight 

Board and the Master Service List (Creditors’ Committee (in the manner and as defined by the 

Order Further Amending Case Management Procedures [Case No. 17-3283, ECF No. 3804]), 

which is available on the Debtors’ case website at https://cases.primeclerk.com/puertorico.

11. Discovery. As all initial Omnibus Objections will be made on non-substantive 

bases, no discovery will be permitted in relation to any Omnibus Objection. 

12. Failure to Respond. A Response that is not filed and served by the Response 

Deadline, or such other date as agreed with the Debtors, in accordance with the procedures set 

forth herein may not be considered by the Court at the Hearing. Absent reaching an agreement 

Case:17-03283-LTS Doc#:4197-2 Filed:11/08/18 Entered:11/08/18 18:33:42 Desc:

Exhibit B Page 7 of 8
with the Debtors resolving the Omnibus Objection to a Claim, failure to timely file and serve 

a Response as set forth herein may result in the Court granting the Omnibus Objection 

without further notice or hearing. Upon entry of an order sustaining an Omnibus Objection, 

affected creditors will be served with such order.

13. Reply to a Response. The Debtorsshall be permitted to file a reply to anyResponse 

no later than two (2) businessseven (7) calendar days before the Hearing with respect to the 

relevant OmnibusObjection.

MISCELLANEOUS

14. Additional Information. Copies of these procedures, the Order, or any other 

pleadings filed in the Debtors’ PROMESA cases are available free online at

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

15. Inquiries. Creditors may direct questions regarding the status of particular 

omnibus objections to Prime Clerk at (844) 822-9231.

15.16. Reservation of Rights. NOTHING IN ANY OMNIBUS OBJECTION OR 

OBJECTION NOTICE IS OR SHALL BE DEEMED TO CONSTITUTE A WAIVER OF ANY 

RIGHTS OF THE DEBTORS OR ANY OTHER PARTY IN INTEREST IN THESE CASES TO 

DISPUTE ANY CLAIMS, ASSERT COUNTERCLAIMS, RIGHTS OF OFFSET OR 

RECOUPMENT, DEFENSES, OBJECT TO CLAIMS (OR OTHER CLAIMS OR CAUSES OF 

ACTION OF A CLAIMANT) ON ANY GROUNDS NOT PREVIOUSLY RAISED IN AN 

OBJECTION, UNLESS THE COURT HAS ALLOWED A CLAIM OR ORDERED 

OTHERWISE, OR SEEK TO ESTIMATE ANY CLAIM AT A LATER DATE. AFFECTED 

PARTIES WILL BE PROVIDED APPROPRIATE NOTICE THEREOF AT SUCH TIME.

Case:17-03283-LTS Doc#:4197-2 Filed:11/08/18 Entered:11/08/18 18:33:42 Desc:

Exhibit B Page 8 of 8