EXHIBIT 19 

Case:17-03283-LTS Doc#:4014-15 Filed:10/04/18 Entered:10/04/18 16:51:23 Desc:

Exhibit 19 Page 1 of 6
February 23, 2018

Via Electronic Mail

Nancy A. Mitchell 

Greenberg Traurig, LLP 

MetLife Building

200 Park Avenue

New York, NY 10166

John B. Hutton III 

Greenberg Traurig, P.A.

333 SE 2nd Avenue

Suite 4400

Miami, FL 33131

John Rapisardi

Suzzanne Uhland

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

Martin J. Bienenstock

Paul V. Possinger

Proskauer Rose LLP

11 Times Square

New York, NY 10036

Re: In re The Financial Oversight and Management Board for Puerto Rico as 

representative of Puerto Rico Electric Power Authority, No. 17-04780, 

Joint Request for Additional Information

Counsel:

As you know, during the February 15, 2018 final hearing on the PREPA financing motion 

(the “Hearing”), Judge Swain declined to grant the Movants’ request for postpetition financing in 

part because the Movants had: (i) “proffered no evidence” of negotiations for an unsecured facility 

or one without priming liens;1 (ii) “fail[ed] to provide sufficient demonstration that the size of the 

proposed loan is appropriately tailored to PREPA’s actual needs”;

2 and (iii) failed to show that 

“the risk of a large outstanding balance on the eve of plan confirmation . . . is justified.”3 Judge 

 1 Hearing Transcript at 231:18-24; see also id. at 234:3-5 (“[T]his record is devoid of negotiation history...”).

2 Id. at 233:10-12.

3 Id. at 233:14-16.

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Swain also ruled that the Movants—before seeking any further financing above $300 million—

must develop a “more appropriate record.”4

On February 20, 2018, Dustin Mondell of Rothschild sent Steve Spencer a letter seeking 

commitment financing of a $1 billion loan by no later than March 14, 2018 (the “Request for 

Commitments”). On February 21, counsel for the Ad Hoc Group of PREPA Bondholders were 

informed that the Request for Commitments could be distributed to principals on a non-restricted 

basis.

Moreover, in the Court’s Order (A) Authorizing Debtor Puerto Rico Electric Power 

Authority to Obtain Postpetition Financing, (B) Providing Superpriority Administrative Expense 

Claims, and (C) Granting Related Relief, Dkt. No. 744 (the “Financing Order”), Judge Swain 

ordered that “The Debtor will consider reasonable requests for additional information in good 

faith.”5

Consistent with the Court’s rulings, the Ad Hoc Group of PREPA Bondholders, National 

Public Finance Guarantee Corporation, Assured Guaranty Corporation, Assured Guaranty 

Municipal Corporation, Syncora Guarantee Inc., and U.S. Bank National Association (collectively, 

the “PREPA Creditors”) hereby submit six (6) targeted requests for additional information from 

the Movants. 

Much of this information should have already been provided pursuant to prior discovery 

requests but was not.6

 The PREPA Creditors expect that the Movants will consider the below 

requests in good faith, as the Court ordered, and provide the requested information so as to develop 

a more appropriate record before seeking further anticipated postpetition financing for PREPA.

The PREPA Creditors hereby submit the following requests for additional information:7

1. A current PREPA Monthly Liquidity Model/Monthly Liquidity Forecast that includes 

monthly liquidity forecasts for Fiscal Year 2019.

2. Documents related to any negotiations for a postpetition financing facility for PREPA, 

including (but not limited to) Documents related to any negotiations for a facility (a) that 

would provide unsecured credit allowable as an administrative expense; or (b) that would 

not involve priming liens.

 4 Id. at 232:14; see also id. at 234:7-13 (“This near-term provision [regarding the $300 million] comes with the 

expectation of further development of the record concerning the availability of further unsecured financing and facts 

that would address the fairness issues the Court has identified, all of this in aid of consideration somewhat further 

out, of an application for approval of a larger facility with priority and/or priming provisions.”).

5 Financing Order at ¶ 15. Such information is additional to what the Debtor is obligated to provide under the 

reporting requirements set forth in Article V of the Credit Agreement. See id.

6 In fact, the PREPA Creditors had sent three discovery deficiency notices to the Movants, yet the majority of the 

discovery deficiencies identified therein were never cured.

7 Capitalized terms in these requests shall have the same meanings ascribed to them in the Joint Request for the 

Production of Documents served by the PREPA Creditors on January 31, 2018 (the “Prior Request”). Likewise, the 

same instructions shall apply to these requests as in the Prior Request.

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a. Understanding that negotiations have begun recently and will be ongoing, the 

PREPA Creditors will accept productions of such documents on a rolling basis

subject to the time constraints of a renewed DIP motion. 

3. Documents related to PREPA’s operating reserve, including (but not limited to) 

Documents evidencing: (a) the basis for such reserve; (b) the calculation and sizing of such 

reserve; (c) the projected uses of such reserve; and (d) the basis for the Movants’ statement 

that, if PREPA’s reserve dips below $100 million, PREPA will be “incapable of paying for 

certain critical ongoing operations and will [be] incapable of providing power services for 

anyone other than critical and necessary customers” (Hearing Tr. at 8:19-25).

a. In connection with this request, the PREPA Creditors ask that PREPA make 

available for deposition Mr. William Ríos Mena, PREPA’s Director of Generation.

4. Documents sufficient to show: (a) specific breakdowns of PREPA’s governmental 

accounts receivable by municipalities, public corporations, the Commonwealth central 

government, and Commonwealth agencies and instrumentalities; (b) all documents related 

to and supporting such accounts receivable, including (but not limited to) invoices, other 

records, and the electronic information used in creating the previously produced Accounts 

Receivable Aging Report (PREPA-AHBHG 0007867-7870 [Objectors’ Ex. D]); (c) any 

disputed amounts related to such accounts receivable, including the basis for such disputes; 

(d) all efforts to collect accounts receivable on an ongoing basis, including (but not limited 

to) the meetings on February 5 and 6, 2018 as well as other communications between 

PREPA and other governmental entities or their representatives; and (e) any payments 

made toward such accounts receivable since the time of the previously produced Accounts 

Receivable Aging Report.

a. In advance of the Hearing, PREPA’s counsel and Mr. Filsinger indicated that the 

documents produced were, to the best of their knowledge, all documents in 

PREPA’s possession related to PREPA’s governmental accounts receivable. Given

the parties are no longer facing such a condensed timeframe, and in light of the fact 

that it is reasonable to assume that additional responsive documents exist, the 

PREPA Creditors request that you undertake further and more comprehensive 

efforts to identify Documents responsive to this request. For example, in order to 

receive clean audit opinions in the past, PREPA must have demonstrated to Ernst 

& Young that it had appropriate documentation to support the receivables on its 

books and records. 

5. Documents related to any emergency plans or measures implemented by PREPA following 

the Hearing, including (but not limited to) Documents evidencing any planned electrical 

shutdowns, service interruptions, brownouts, blackouts, or generation reduction, as well as 

designations of critical and non-critical customers.

6. Documents related to Governor Rosselló’s moratoria on electrical cutoffs and estimated 

billing, including (but not limited to) implementation of such moratoria, designation of 

critical and non-critical customers, and requests to modify or end such moratoria. 

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The requested information is relevant to any future proceeding to approve postpetition 

financing and the PREPA Creditors anticipate that most, if not all, of the information would 

become part of the public record in any such proceeding. It is also necessary for principals to 

respond to the Request for Commitments. Accordingly, we ask that the requested information be 

made available to principals on a non-confidential, non-restricted basis, excepting only particular 

information in the fifth paragraph identified by PREPA as implicating health, safety, or other 

operational issues.

This Joint Request for Additional Information is without waiver of any rights or arguments 

that the PREPA Creditors may have with respect to the Movants’ responses to discovery requests

and the production of documents, known or unknown at this time. The PREPA Creditors reserve 

all rights to propound additional discovery requests in the future, and/or to seek appropriate relief 

from the Court.

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Sincerely,

/s/ Gregory A. Horowitz

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attn: Gregory A. Horowitz

Phone: 212-715-7772

Fax: 212-715-8000 

ghorowitz@kramerlevin.com

Counsel to the Ad Hoc Group of PREPA 

Bondholders

/s/ Ellen M. Halstead

Cadwalader, Wickersham & Taft LLP 

200 Liberty Street

New York, New York 10281

Attn: Ellen M. Halstead

Phone: 212-504-6000

Fax: 212-504-6666 

ellen.halstead@cwt.com

Counsel to Assured Guaranty Corp. and 

Assured Guaranty Municipal Corp.

/s/ Robert S. Berezin

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attn: Robert S. Berezin

Phone: 212-310-8884

Fax: 212-310-8007

robert.berezin@weil.com

Counsel to National Public Finance 

Guarantee Corp.

/s/ My Chi To

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attn: My Chi To

Phone: 212-909-7425

Fax: 212-909-6836

mcto@debevoise.com

Counsel to Syncora Guarantee Inc.

/s/ Clark T. Whitmore

Maslon LLP

90 South Seventh Street, Suite 3300

Minneapolis, MN 55402

Attn: Clark T. Whitmore

Tel.: (612) 672-8200

Fax: (612) 672-8397

Email: clark.whitmore@maslon.com

Counsel for U.S. Bank National 

Association, in its capacity as 

PREPA Bond Trustee

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