UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

:

In re: :

:

THE FINANCIAL OVERSIGHT AND : PROMESA

MANAGEMENT BOARD FOR PUERTO RICO, : Title III

:

as representative of : Case No. 17-BK-3283 (LTS)

:

THE COMMONWEALTH OF PUERTO RICO et al., : (Jointly Administered)

:

Debtors.1 :

:

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

SECOND SUPPLEMENTAL VERIFIED STATEMENT OF OFFICIAL COMMITTEE 

OF UNSECURED CREDITORS PURSUANT TO BANKRUPTCY RULE 2019

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), made applicable to these Title III cases by section 310 of the Puerto Rico Oversight, 

Management and Economic Stability Act of 2016 (“PROMESA”),

2 the Official Committee of 

Unsecured Creditors of all Title III Debtors (other than COFINA) (the “Committee”) by and 

through its undersigned counsel, hereby submits this second supplemental verified statement (the

“Second Supplemental Verified Statement”), and respectfully states as follows:

 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 References to PROMESA are references to 48 U.S.C. §§ 2101 et. seq.

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 1 of 9
2

1. On June 15, 2017, the Office of the United States Trustee for the District of 

Puerto Rico (the “U.S. Trustee”) filed a Notice Appointing Creditors Committee for Unsecured 

Creditors [Docket No. 338]. 

2. On August 16, 2017, the Committee filed the Verified Statement of Official 

Committee of Unsecured Creditors Pursuant to Bankruptcy Rule 2019 [Docket No. 1050].

3. On August 25, 2017, the U.S. Trustee filed an Amended Notice of Appointment of 

Official Committee of Unsecured Creditors [Docket No. 1171] (the “Amended Notice of 

Appointment”). The Amended Notice of Appointment reflected (i) that from and after August 

25, 2017, the Committee would serve as official committee of unsecured creditors in the 

Commonwealth, HTA, ERS, and PREPA Title III cases, and (ii) that the U.S. Trustee had 

appointed two additional members of the Committee: Ferrovial Agroman, and Vitol, Inc. 

(“Vitol”).

4. On August 31, 2017, the U.S. Trustee filed a Second Amended Notice of 

Appointment of Official Committee of Unsecured Creditors [Docket No. 1218) (the “Second 

Amended Notice of Appointment”). The Second Amended Notice of Appointment reflected 

(i) that Ferrovial Agroman had resigned from the Committee, and (ii) that the U.S. Trustee had 

appointed Peerless Oil & Chemicals, Inc. (“Peerless”) to the Committee.

5. On May 9, 2018, the Committee filed the First Supplemental Verified Statement 

of Official Committee of Unsecured Creditors Pursuant to Bankruptcy Rule 2019 [Docket No. 

3036].

6. On May 14, 2018, the U.S. Trustee filed a Third Amended Notice of Appointment 

of Official Committee of Unsecured Creditors [Docket No. 3058] (the “Third Amended Notice of 

Appointment”). The Third Amended Notice of Appointment reflected (i) that Vitol had resigned 

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 2 of 9
3

from the Committee, and (ii) that the U.S. Trustee had appointed Baxter Sales and Distribution 

Puerto Rico Corp. (“Baxter”) to the Committee.

7. On September 19, 2018, the U.S. Trustee filed a Fourth Amended Notice of 

Appointment of Official Committee of Unsecured Creditors [Docket No. 3947] (the “Fourth 

Amended Notice of Appointment”). The Fourth Amended Notice of Appointment reflected (i) 

that Puerto Rico Hospital Supply, Total Petroleum Puerto Rico, Corp., and Peerless had resigned 

from the Committee, and (ii) that that the U.S. Trustee had appointed Tradewinds Energy 

Barceloneta, LLC to the Committee.

8. The Committee is filing this Second Supplemental Verified Statement out of an 

abundance of caution given the recent addition of Tradewinds Energy Barceloneta, LLC to the 

Committee. Changes to the Committee’s membership since the last Bankruptcy Rule 2019 

statement filed by the Committee on May 9, 2018 [Docket No. 3036] have not resulted in 

material changes to the Committee, both because (i) the departure and/or addition of Committee 

members over time has not materially changed the nature and total amount of claims represented 

by Committee members, and (ii) the Committee’s fiduciary obligations run to all unsecured 

creditors and are not dependent upon the composition of the Committee or the size or nature of a 

particular Committee member’s claims. 

9. In accordance with Bankruptcy Rule 2019, attached hereto as Exhibit A is a list of 

the names and addresses of each Committee member, and the nature and amount of all 

disclosable economic interests held by each current Committee member in relation to the 

Debtors as of August 31, 2018. The claims and claim amounts set forth on Exhibit A have been 

provided to Committee counsel by the applicable Committee members.

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 3 of 9
4

10. By filing this Supplemental Verified Statement, the Committee makes no 

representation regarding the amount, allowance or priority of such claims and reserves all rights 

with respect thereto.

11. Nothing contained in this Supplemental Verified Statement (or Exhibit A hereto) 

should be construed as a limitation upon, or waiver of, any Committee member’s right to assert, 

file, or amend its claim(s) in accordance with applicable law and any orders entered in these 

cases, including any order establishing procedures for filing proofs of claim.

12. The Committee reserves the right to amend or supplement this Supplemental 

Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019.

[Remainder of page intentionally left blank.]

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 4 of 9
5

Dated: October 8, 2018 /s/ G. Alexander Bongartz .

PAUL HASTINGS LLP

Luc. A. Despins, Esq. (Pro Hac Vice)

Andrew V. Tenzer, Esq. (Pro Hac Vice)

Michael E. Comerford, Esq. (Pro Hac Vice)

G. Alexander Bongartz, Esq. (Pro Hac Vice)

200 Park Avenue 

New York, New York 10166

Telephone: (212) 318-6000 

lucdespins@paulhastings.com 

andrewtenzer@paulhastings.com

michaelcomerford@paulhastings.com

alexbongartz@paulhastings.com

Counsel to the Official Committee of Unsecured 

Creditors

- and -

/s/ Juan J. Casillas Ayala .

CASILLAS, SANTIAGO & TORRES LLC

Juan J. Casillas Ayala, Esq., USDC - PR 218312

Diana M. Batlle-Barasorda, Esq., USDC - PR 213103

Alberto J. E. Añeses Negrón, Esq., USDC - PR 302710

Ericka C. Montull-Novoa, Esq., USDC - PR 230601 

El Caribe Office Building

53 Palmeras Street, Ste. 1601

San Juan, Puerto Rico 00901-2419

Telephone: (787) 523-3434

jcasillas@cstlawpr.com

dbatlle@cstlawpr.com

aaneses@cstlawpr.com 

emontull@cstlawpr.com

Local Counsel to the Official Committee of Unsecured 

Creditors

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 5 of 9
COMMITTEE’S SECOND SUPPLEMENTAL VERIFIED STATEMENT

EXHIBIT A

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 6 of 9
1

NAME ADDRESS NATURE AND AMOUNT OF DISCLOSABLE ECONOMIC INTEREST1

American Federation 

of Teachers (“AFT”)

555 New Jersey Avenue, 

N.W., 

11th Floor

Washington, DC 20001

AFT, as authorized agent for the Asociación de Maestros de Puerto Rico-Local Sindical, holds prepetition 

unsecured claims based upon rights arising under a collective bargaining agreement (“CBA”) with the 

Department of Education of Puerto Rico and under statute, including, but not limited to, (1) non-contingent 

claims (a) for wage increases for years of service and career enhancement as allowed by statute and/or 

contract but not paid, (b) that are subject to grievance or arbitration procedures which have not yet been 

processed or therefore liquidated, and (c) that are for other terms of employment which may have been 

denied, and (2) contingent claims including but not limited to claims arising in connection with 

compensation, pension, medical and other benefits and/or as a result of any breach or alteration of the CBA 

or applicable statute or law.

Baxter Sales and 

Distribution Puerto 

Rico Corp. 

(“Baxter”)

Rexco Industrial Park # 200 

Calle B

Guaynabo, P.R. 00968

Baxter holds prepetition unsecured claims against the Commonwealth in the aggregate amount of 

$2,876,407.89 for health-related products sold or services rendered to the Commonwealth’s Department of 

Health and certain public hospitals and health facilities. 

Drivetrain, LLC, as 

the Creditors’ 

Trustee for Doral 

Financial 

Corporation 

(“DFC”)

630 Third Avenue

21st Floor

New York, NY 10017

DFC holds prepetition unsecured claims under a certain closing agreement, dated December 30, 2013, by 

and among the Secretary, in her capacity as Secretary of the Treasury, and DFC and certain of its affiliates

(the “2013 Closing Agreement”), under which DFC became entitled to a credit for tax overpayments in the 

amount of $34,097,526. The 2013 Closing Agreement provided that the DFC overpayment could be used to 

reduce estimated taxes or it could be claimed as a tax refund. As of the date hereof, DFC has not used any of 

the DFC overpayment. As such, DFC has a tax refund claim in the amount of $34,097,526.

In addition, based on certain closing agreements, DFC is entitled to accrue a $59,314,891 amortization 

deduction annually from 2017 through 2021 (the “Tax Asset”), which could be used to reduce income that 

would otherwise be subject to Puerto Rico tax. Under these closing agreements, DFC is contractually 

entitled to an aggregate deduction of $296,574,455. DFC asserts a claim for any loss of the Tax Asset, as 

well as any impairment of its rights under the closing agreements.

DFC also asserts an unliquidated damages claim against the Commonwealth on a number of bases.

 1 The Committee takes no position with respect to the amount, validity, secured status, or priority of any of the Committee member’s asserted claims that are listed 

herein. The information contained herein was provided to counsel for the Committee by each Committee member. 

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 7 of 9
2

NAME ADDRESS NATURE AND AMOUNT OF DISCLOSABLE ECONOMIC INTEREST1

Genesis Security 

Services, Inc. 

(“Genesis”)

5900 Isla Verde Avenue

L-2 PMB 438

Carolina, PR 00979

Genesis holds prepetition unsecured claims against the Commonwealth and/orits instrumentalities under 

agreements for the provision of security services, in the following amounts:

2

Commonwealth:

Department of Labor $1,994,674.27

Department of Transportation and Public Works $186,912.54

Capitol Superintendence $273,017.11

Department of Education $1,399,952.49

Telecommunications Regulatory Board $234.94

State Department $2,982.88

Puerto Rico Department of the Family $2,003,934.46

Department of Health $1,169,313.71

Corps of Medical Emergencies Bureau $22,699.74

Highways & Transportation Authority $1,051,009.92

Puerto Rico Electric Power Authority $331,321.33

Total $8,436,053.39

Service Employees 

International Union 

(“SEIU”)

1800 Massachusetts Avenue, 

N.W.

Washington, DC 20036

SEIU and its affiliates, SEIU Local 1996/Sindicato Puertorriqueño de Trabajadores y Trabajadoras, and 

SEIU Local 1199/Unión General de Trabajadores, hold prepetition unsecured contingent and non-contingent 

claims, not currently liquidated, against the Commonwealth and/or its instrumentalities based on (1) pay, 

benefits and other terms of employment owing to SEIU members under collective bargaining agreements 

with the Commonwealth and/or its instrumentalities, including, but not limited to, (a) pay, benefits and other 

terms of employment claimed in pre-petition union grievances and arbitrations and (b) pay, benefits and 

other terms of employment denied employees as a result of pre-petition legislative, executive or other 

unilateral action by the Commonwealth; and (2) pension and other post-employment benefits that SEIU 

members have accrued as a result of their employment with the Commonwealth and/or its instrumentalities. 

Tradewinds Energy 

Barceloneta, LLC. 

(“Tradewinds”)

1760 Loiza Street, Suite 303

San Juan PR 00911

Tradewinds and its affiliate, Tradewinds Energy Vega Baja, LLC (“Tradewinds Vega Baja”), hold 

prepetition unsecured claims against PREPA in the amount of $20,400,000 and $13,600,000, respectively, 

based upon certain rights and breaches arising under Power Purchase and Operating Agreements executed 

on or about October 19 and October 20, 2011 (the “PPO Agreements”) in which Tradewinds Energy LLC 

(an affiliate of Tradewinds and Tradewinds Vega Baja) agreed to build wind turbine electricity generating 

plant facilities and PREPA, in return, contractually agreed to buy the electricity from Tradewinds Energy 

LLC. Subsequently, Tradewinds Energy, LLC assigned its interest in the PPO Agreements to Tradewinds 

and Tradewinds Vega Baja.

 2

 The entities listed below are Title III Debtors or their agencies. 

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 8 of 9
3

NAME ADDRESS NATURE AND AMOUNT OF DISCLOSABLE ECONOMIC INTEREST1

The Unitech 

Engineering Group, 

S.E. (“Unitech”)

Urb Sabanera

40 Camino de la Cascada

Cidra, Puerto Rico 00739

Unitech holds prepetition unsecured claims against the Commonwealth of Puerto Rico under certain 

construction contracts, in the approximate amount of $11,284,462.70, plus interest.

Case:17-03283-LTS Doc#:4028 Filed:10/08/18 Entered:10/08/18 18:23:39 Desc: Main

Document Page 9 of 9