Objection Deadline: October 18, 2018 at 12:00 p.m. (Atlantic Standard Time)

Reply Deadline: October 18, 2018 at 4:00 p.m. (Atlantic Standard Time)

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.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO SALES TAX FINANCING 

CORPORATION,

Debtor.

PROMESA

Title III

No. 17 BK 3284-LTS

This Urgent Motion relates to 

COFINA and shall be filed in 

Case Nos. 17-3283 and 17-3284.

NOTICE OF URGENT MOTION

PLEASE TAKE NOTICE that the Financial Oversight and Management Board for 

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

Financing Corporation (“COFINA”) pursuant to section 315(b) of the Puerto Rico Oversight, 

Management, and Economic Stability Act (“PROMESA”),2is filing the annexed Urgent Motion 

 

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

PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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2

of Puerto Rico Sales Tax Financing Corporation for Order (I) Setting Deadline for Filing 

Objections to COFINA Disclosure Statement and Replies Thereto and (II) Shortening Notice 

Period for Disclosure Statement Hearing (the “Urgent Motion”).

PLEASE TAKE FURTHER NOTICE that any responses or objections to the Urgent 

Motion must be in writing, must conform to the Federal Rules of Bankruptcy Procedure and the 

Sixth Amended Notice, Case Management and Administrative Procedures [ECF No. 3804] (the 

“Case Management Procedures”), and must be filed with the Court (a) by registered users of the 

Court’s case filing system, electronically in accordance with rule 5 of the Local Rules for the 

District of Puerto Rico, and (b) by all other parties in interest, on a CDROM, in text-searchable 

portable document format (PDF), and served on (i) counsel for the Oversight Board, Proskauer 

Rose LLP, Eleven Times Square, New York, New York 10036-8299 (Attn: Martin J. 

Bienenstock, Esq., Paul V. Possinger, Esq., and Ehud Barak, Esq.), and O’Neill & Borges LLC, 

250 Muñoz Rivera Ave., Suite 800, San Juan, PR 00918-1813 (Attn: Hermann D. Bauer, Esq.); 

(ii) counsel for the Puerto Rico Fiscal Agency and Financial Advisory Authority, O’Melveny &

Myers LLP, 7 Times Square, New York, New York 10036 (Attn: John J. Rapisardi, Esq., 

Suzzanne Uhland, Esq., and Peter Friedman, Esq.) and Marini Pietrantoni Muñiz LLC, MCS 

Plaza, Suite 500, 255 Ponce de León Ave., San Juan, PR 00917 (Attn: Luis C. Marini-Biaggi,

Esq.); and (iii) the Office of the United States Trustee for Region 21, Edificio Ochoa, 500 Tanca

Street, Suite 301, San Juan, PR 00901-1922, so as to be received no later than October 18, 2018

at 12:00 p.m. (noon) (Atlantic Standard Time).

PLEASE TAKE FURTHER NOTICE that, if necessary, a hearing will be held before 

the Honorable Laura Taylor Swain, United States District Court Judge, at a time and place to be

determined by the Court, to consider the relief sought by the Oversight Board in the Urgent 

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Motion.

PLEASE TAKE FURTHER NOTICE that the relief requested in the Urgent Motion 

may be granted without a hearing if no objection is timely filed, served, and received in 

accordance with the Case Management Procedures.

PLEASE TAKE FURTHER NOTICE that copies of the Urgent Motion and all 

documents filed in these title III cases are available (a) free of charge by visiting 

https://cases.primeclerk.com/puertorico or by calling +1 (844) 822-9231, and (b) on the Court’s

website at http://www.prd.uscourts.gov, subject to the procedures and fees set forth therein.

[Remainder of Page Left Intentionally Blank]

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4

Dated: October 17, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

Jeffrey W. Levitan (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

/s/ Hermann D. Bauer 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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Objection Deadline: October 18, 2018 at 12:00 p.m. (Atlantic Standard Time)

Reply Deadline: October 18, 2018 at 4:00 p.m. (Atlantic Standard Time)

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.,

Debtors.3

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO SALES TAX FINANCING 

CORPORATION,

Debtor.

PROMESA

Title III

No. 17 BK 3284-LTS

This Urgent Motion relates to 

COFINA and shall be filed in 

Case Nos. 17-3283 and 17-3284.

URGENT MOTION OF PUERTO RICO SALES TAX FINANCING CORPORATION 

FOR ORDER (I) SETTING DEADLINE FOR FILING OBJECTIONS 

TO COFINA DISCLOSURE STATEMENT AND REPLIES THERETO AND

(II) SHORTENING NOTICE PERIOD FOR DISCLOSURE STATEMENT HEARING

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

The Financial Oversight and Management Board for Puerto Rico (the “Oversight 

Board”), as the representative of the Puerto Rico Sales Tax Financing Corporation (“COFINA”) 

 

3 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).

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2

pursuant to section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),4respectfully submits this urgent motion (the “Urgent Motion”) for an order, 

substantially in the form attached hereto as Exhibit A (the “Proposed Order”) (i) establishing the 

deadline by which objections to the adequacy of the COFINA disclosure statement and replies 

thereto must be filed, and (ii), pursuant to section 105(a) of title 11 of the United States Code 

(the “Bankruptcy Code”) and Rule 9006(c) of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), as made applicable to this Title III case pursuant to PROMESA sections 

301(a) and 310, respectively, shortening the notice period under Bankruptcy Rule 2002(b) by

which notice of the time fixed for filing objections and the hearing to consider approval of a 

disclosure statement must be served. In support of this Urgent Motion, the Oversight Board

respectfully represents as follows:

Background5

1. On August 10, 2017, this Court entered the Stipulation which, among other 

things, appointed the Commonwealth Agent and COFINA Agent, as agents of the Oversight 

Board, in an effort to advance the Title III Cases and to facilitate the litigation or settlement of 

the Commonwealth-COFINA Dispute. See [ECF No. 996].

2. On September 8, 2017, an adversary proceeding was commenced by the 

Commonwealth Agent seeking, among other relief, a declaratory judgment regarding issues 

underlying the Commonwealth-COFINA Dispute [Adv. Proc. No. 17-257, ECF No. 1].

3. On June 7, 2018, the Commonwealth Agent and the COFINA Agent submitted a 

joint informative motion with the Court, indicating an agreement in principle had been reached 

 

4

PROMESA is codified at 48 U.S.C. §§ 2101-2241.

5 Capitalized terms used but not defined shall have the meanings given to them in the Motion of Debtors for Order 

Approving Procedure to Resolve Commonwealth-COFINA Dispute [ECF No. 303].

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to resolve the Commonwealth-COFINA Dispute, and attached such agreement, dated June 5, 

2018 thereto [Adv. Proc. No. 17-257, ECF No. 486].

4. On August 8, 2018, the Oversight Board announced the general terms of a Title 

III plan of adjustment for COFINA (the “COFINA Plan”) with the support of COFINA’s 

creditors, including COFINA’s senior and subordinate bondholder groups and monoline insurers. 

The proposed COFINA Plan establishes an initial recovery for COFINA senior bondholders of 

approximately 93%, and an initial recovery for COFINA subordinate bondholders of 

approximately 56.4%.

5. On August 29, 2018, COFINA entered into that certain plan support agreement, 

as amended and restated on September 20, 2018 (the “Plan Support Agreement”), executed by, 

among others, the Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”), the

Oversight Board, senior and subordinate COFINA bondholder groups, and monoline insurers.

The Plan Support Agreement set forth certain milestones for the filing of the COFINA Plan and

related disclosure statement (the “COFINA Disclosure Statement”), as well as a motion pursuant

to Bankruptcy Rule 9019 approving the compromise and settlement of the CommonwealthCOFINA Dispute (the “Settlement Motion”). The Plan Support Agreement required such 

documents to be filed with the Court no later than October 15, 2018. As set forth more fully

below, due to the timing associated with certification of a COFINA fiscal plan, the dates by

which such documents are to be filed was extended up to and including October 19, 2018.

6. On October 4, 2018, the Oversight Board, as representative of COFINA and the 

other Title III debtors, filed the Urgent Motion for Entry of Order Establishing Hearing Dates to 

(I) Determine the Adequacy of Information in the COFINA Disclosure Statement, (II) Approve 

the Rule 9019 Settlement of the Commonwealth-COFINA Dispute in the Commonwealth Title III 

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Case and (III) Confirm the COFINA Plan of Adjustment [Case No. 17-3286, ECF No. 4019] (the 

“Scheduling Motion”).

7. On October 9, 2018, the Court entered an order [Case No. 17-3286, ECF No. 

4031] (the “Scheduling Order”) granting the Scheduling Motion and setting a hearing to 

determine the adequacy of information in the COFINA Disclosure Statement for November 20, 

2018 at 10:30 a.m. AST (9:30 a.m. ET) (the “Disclosure Statement Hearing”), and setting a 

hearing to (i) approve the Settlement Motion, and (ii) confirm the COFINA Plan for January 16, 

2019, at 9:30 a.m. AST (8:30 ET) and continued, if necessary, on January 17, 2019, at 9:30 a.m. 

AST (8:30 a.m. ET).

8. Section 104(j) of PROMESA provides that, prior to the submission of a plan of 

adjustment by the Oversight Board, the Oversight Board must certify such plan of adjustment is 

consistent with the applicable certified fiscal plan. 

9. Because of the unprecedented nature and complexity of the Title III cases and the 

collaborative framework Congress created under PROMESA to develop fiscal plans for the Title 

III debtors, the timeline of the COFINA Plan was delayed by the certification of the COFINA 

fiscal plan. In connection with the transactions contemplated in the Plan Support Agreement, on 

August 22, 2018, the Oversight Board established, pursuant to PROMESA section 201(a), a 

schedule by which COFINA must develop and submit a standalone fiscal plan for COFINA for 

the fiscal years 2019 to 20203 to the Oversight Board. COFINA submitted its fiscal plan to the 

Oversight Board on August 27, 2018. On August 30, 2018, the Oversight Board delivered to 

COFINA a notice of violation pursuant to PROMESA section 201(c)(3)(B) requiring certain 

changes and explanations in a revised COFINA fiscal plan. On September 7, 2018, COFINA 

submitted a revised fiscal plan to the Oversight Board. 

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10. The Oversight Board continued to work with COFINA and AAFAF to refine 

COFINA’s proposed fiscal plan and anticipates certifying a fiscal plan for COFINA no later than

October 18, 2018, enabling the Oversight Board to certify the COFINA Plan for filing with this 

Court on October 19, 2018. Accordingly, because the certification of the COFINA fiscal plan 

was delayed by continuing discussions with COFINA and AAFAF to revise the proposed 

COFINA fiscal plan to ensure it meets the requirements of PROMESA section 201(b) for 

certification, the certification of the COFINA Plan for filing with the Court was necessarily 

delayed.

Relief Requested

11. In order to consummate the agreement reached in the Plan Support Agreement, 

confirm a plan of adjustment for COFINA under Title III of PROMESA, and provide parties in

interest adequate notice, the Oversight Board hereby requests entry of an order (a) setting 

November 13, 2018 at 12:00 p.m. (noon) (AST) as the deadline to file objections to the adequacy 

of the COFINA Disclosure Statement and the relief requested in the Disclosure Statement 

Motion, (b) setting November 16, 2018 at 5:00 p.m. (AST) as the deadline to file replies or 

responses to any objections to the adequacy of the information contained in the COFINA 

Disclosure Statement and the relief requested in the Disclosure Statement Motion, and (c) 

shortening the period under Bankruptcy Rule 2002(b) to provide notice of the time fixed to 

object to, and the hearing to consider the adequacy of, the COFINA Disclosure Statement from 

twenty-eight (28) days to twenty-five (25) days, by serving the Disclosure Statement Hearing 

Notice (as defined below) no later than October 19, 2018.

12. Specifically, the Oversight Board intends to file the COFINA Plan, COFINA

Disclosure Statement, and a motion for an order approving the COFINA Disclosure Statement 

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and solicitation procedures and deadlines with respect to the COFINA Disclosure Statement (the 

“Disclosure Statement Motion”) on October 19, 2018. The Oversight Board requests that the 

twenty-eight (28) day period under Bankruptcy Rule 2002(b) for providing notice of the time 

fixed for filing objections to, and the hearing to consider approval of, a disclosure statement be 

shortened, pursuant to Bankruptcy Rule 9006(c), to permit service of a notice, a form of which is 

attached hereto as Exhibit B (the “Disclosure Statement Hearing Notice”), of the Disclosure 

Statement Hearing and the deadline to file objections to the COFINA Disclosure Statement on 

parties no later than October 19, 2018.

13. Bankruptcy Rule 9006(c) provides that the Court “for cause shown may in its 

discretion with or without motion or notice order the period [when an act is required or allowed 

to be done at or within a specified time by the Bankruptcy Rules] reduced.” Bankruptcy Rule 

9006(c). The notice period for providing notice of the time fixed for filing objections to, and the 

hearing to consider approval of, a disclosure statement under Bankruptcy Rule 2002(b) does not 

fall under any of the time periods specified in Bankruptcy Rule 9006(c)(2) prohibited from 

reduction.

14. Cause exists for shortening the time period to provide notice of the time fixed for 

objecting to, and the hearing to consider approval of, the COFINA Disclosure Statement. The 

Oversight Board has proceeded expeditiously to move the Title III cases forward. However, as 

noted above, because the certification of the COFINA Plan for filing with this Court is linked to 

the certification of a COFINA fiscal plan, the filing of the COFINA Plan and COFINA 

Disclosure Statement was delayed by the discussions with COFINA and AAFAF to finalize a 

COFINA fiscal plan to meet the requirements for certification under PROMESA section 201(b).

15. It is necessary for the Oversight Board to proceed according to the timeline 

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proposed in this Urgent Motion in order for the Oversight Board to fulfill its obligations under 

the Plan Support Agreement, which originally set the deadline for filing the COFINA Plan and 

COFINA Disclosure Statement on October 15, 2018 and was extended by the parties to October 

19, 2018. The Plan Support Agreement was the result of extensive court-sanctioned mediation 

among numerous parties, and represents a turning point in COFINA’s Title III Case. The 

timeline in this Urgent Motion allows the Debtor to capitalize on the momentum of the Plan 

Support Agreement to move towards resolution of its Title III Case. 

16. If the Court sets November 13, 2018 as the deadline to object to the adequacy of 

the COFINA Disclosure Statement, creditors will not be significantly prejudiced if notice of the 

disclosure statement hearing and the deadline to file objections to the disclosure statement is 

served by October 19, 2018, which would provide creditors twenty-five (25) days’ notice—a 

reduction of only three (3) days. Likewise, the proposed reply deadline of November 16, 2018 at 

5:00 p.m. (AST) will allow the Court to review the respective submissions and any modifications 

to the COFINA Disclosure Statement made in response thereto. Courts have granted similar 

relief shortening the disclosure statement notice period. See, e.g., In re Violin Memory, Inc., 

Case No. 16-12782 (LSS) (Bankr. S.D.N.Y. Feb. 17, 2017) (ECF No. 243) (providing 15 days’ 

notice of the deadline to object to disclosure statement, and 18 days’ notice of disclosure 

statement hearing); In re Nortel Networks Inc., Case No. 09-10138 (KG) (Bankr. D. Del. Nov. 7, 

2016) (ECF No. 17355) (providing 14 days’ notice of objection deadline, and 27 days’ notice of 

disclosure statement hearing). Accordingly, the Debtor requests that the Court enter the 

Proposed Order setting the deadline to object to the COFINA Disclosure Statement and for filing 

replies thereto, and shortening the notice period for the time fixed for objections to, and the 

hearing to consider approval of, the COFINA Disclosure Statement.

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17. Pursuant to Paragraph I.H of the Case Management Procedures, the Oversight 

Board hereby certifies that it has carefully examined the matter and concluded that there is a true 

need for an urgent motion, has not created the urgency through any lack of due diligence, has

made a bona fide effort to resolve the matter without a hearing, and has made reasonable, 

goodfaith communications in an effort to resolve or narrow the issues that are being brought to 

the Court. 

Notice

18. The Oversight Board has provided notice of this Urgent Motion to: (a) the Office 

of the United States Trustee for the District of Puerto Rico; (b) the indenture trustees and/or 

agents, as applicable, for the Debtor’s bonds; (c) the entities on the list of creditors holding the 

20 largest unsecured claims against COFINA; (d) the statutory committees appointed in these 

Title III Cases; (e) the Office of the United States Attorney for the District of Puerto Rico; (f) 

counsel to the Puerto Rico Fiscal Agency and Financial Advisory Authority; (g) the Puerto Rico 

Department of Justice; and (h) all parties filing a notice of appearance in these Title III Cases. 

The Oversight Board also proposes that the deadline to file any objections to this Urgent Motion 

be set for October 18, 2018 at 12:00 p.m. (noon) (AST), and the deadline to file replies or 

otherwise respond to any objections to this Urgent Motion be set for October 18, 2018 at 4:00 

p.m. (AST). The Oversight Board submits that, in light of the nature of the relief requested, no 

other or further notice need be given.

No Prior Request

19. No prior request for the relief sought in this Urgent Motion has been made to this 

or any other court.

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WHEREFORE the Debtor respectfully requests that Court to enter an order, 

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

granting the Debtor such other relief as is just and proper.

Dated: October 17, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

Jeffrey W. Levitan (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

/s/ Hermann D. Bauer 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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Exhibit A

Proposed Order

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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.,

Debtors.6

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO SALES TAX FINANCING 

CORPORATION,

Debtor.

PROMESA

Title III

No. 17 BK 3284-LTS

ORDER GRANTING URGENT MOTION OF 

PUERTO RICO SALES TAX FINANCING CORPORATION 

FOR ORDER (I) SETTING DEADLINE FOR FILING OBJECTIONS 

TO COFINA DISCLOSURE STATEMENT AND REPLIES THERETO AND

(II) SHORTENING NOTICE PERIOD FOR DISCLOSURE STATEMENT HEARING

Upon the Urgent Motion of Puerto Rico Sales Tax Financing Corporation for Order (I) 

Setting Deadline for Filing Objections to COFINA Disclosure Statement and Replies Thereto 

 

6 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).

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2

and (II) Shortening Notice Period for Disclosure Statement Hearing (the “Urgent Motion”);7and 

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 the relief requested in the Urgent Motion is in the best interests of 

COFINA, its creditors, and other parties in interest, it is HEREBY ORDERED THAT:

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

2. The deadline to file objections to the adequacy of the COFINA Disclosure 

Statement and the relief requested in the Disclosure Statement Motion is November 13, 2018 at 

12:00 p.m. AST.

3. The deadline to file replies or responses to any objection to the COFINA 

Disclosure Statement or the relief requested in the Disclosure Statement Motion is November 

16, 2018 at 5:00 p.m. AST.

4. The Debtor will cause the Disclosure Statement Hearing Notice to be filed on the 

dockets maintained in the Commonwealth’s and COFINA’s Title III cases and mailed no later 

than October 19, 2018, which shall be deemed proper, adequate, and sufficient notice thereof and 

of all proceedings in connection therewith, to: (a) the Office of the United States Trustee for the 

District of Puerto Rico; (b) the indenture trustees and/or agents, as applicable, for COFINA’s 

bonds; (c) the entities on the list of creditors holding the 20 largest unsecured claims against 

COFINA or its property; (d) the statutory committees appointed in any of the Title III cases; (e) 

the Office of the United States Attorney for the District of Puerto Rico; (f) counsel to the Puerto 

Rico Fiscal Agency and Financial Advisory Authority; (g) the Puerto Rico Department of 

Justice; (h) the United States Securities and Exchange Commission; (i) all parties who have filed 

 

7 Capitalized terms used but not otherwise defined herein have the meanings given to them in the Urgent Motion.

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a proof of claim against COFINA; (j) all counterparties to COFINA’s executory contracts and 

unexpired leases, as determined from a review of COFINA’s books and records; (k) all parties 

who have requested notice pursuant to Bankruptcy Rule 2002; and (l) the Internal Revenue 

Service.

5. The Court retains exclusive jurisdiction with respect to all mattes arising from or 

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

Dated: , 2018

LAURA TAYLOR SWAIN

United States District Court Judge

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Exhibit B

Disclosure Statement Hearing Notice

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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.,

Debtors.8

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO SALES TAX FINANCING 

CORPORATION,

Debtor.

PROMESA

Title III

No. 17 BK 3284-LTS

NOTICE OF HEARING TO CONSIDER

ADEQUACY OF DISCLOSURE STATEMENT

PLEASE TAKE NOTICE THAT on October 19, 2018 the Puerto Rico Sales Tax 

Financing Corporation (“COFINA” or the “Debtor”), by and through the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as the Debtor’s representative 

pursuant to section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),9filed with the United States District Court for the District of Puerto Rico 

the Title III Plan of Adjustment of Puerto Rico Sales Tax Financing Corporation (as may be 

 

8 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).

9

PROMESA is codified at 48 U.S.C. §§ 2101-2241.

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subsequently amended, modified or supplemented, the “Plan”) and the accompanying disclosure 

statement with respect to the Plan (as may subsequently amended, modified or supplemented, the 

“Disclosure Statement”).

PLEASE TAKE FURTHER NOTICE THAT the Debtor intends to present the 

Disclosure Statement, and any amendments, supplements, changes or modifications thereto, for 

approval at a hearing before the Honorable Laura Taylor Swain on November 20, 2018 at 10:30

a.m. (Atlantic Standard Time) (9:30 a.m. ET) convened at the United States District Court for 

the Southern District of New York, Daniel Patrick Moynihan Courthouse, 500 Pearl Street, New 

York, NY 10007, Courtroom 17C, or at a courtroom to be later determined (the “Disclosure 

Statement Hearing”). The Disclosure Statement may be amended at any time prior to or at the 

Disclosure Statement Hearing, and the Disclosure Statement Hearing may be adjourned from 

time to time without further notice, except for the announcement of the adjourned date(s) 

through the agenda for the Disclosure Statement Hearing and/or at the Disclosure Statement 

Hearing or any continued hearing(s).

PLEASE TAKE FURTHER NOTICE THAT objections, if any, to the approval of the 

Disclosure Statement must be in writing, conform to the Federal Rules of Bankruptcy Procedures 

and the Sixth Amended Case Management Procedures [ECF No. 3804] (the “Case Management 

Procedures”), and must: (a) state the name and address of the objector or entity proposing a 

modification to the Disclosure Statement and the amount (if applicable) of its claim or nature of 

its interest in the Debtor’s case; (b) specify the basis and nature of any objection and set forth the 

proposed modification to the Disclosure Statement, together with suggested language; (c) be 

filed with the Clerk of the United States District Court for the Southern District of New York, 

Daniel Patrick Moynihan Courthouse, 500 Pearl Street, New York, NY 10007 together with 

proof of service, on or before November 13, 2018 at 12:00 p.m. (noon) (Atlantic Standard 

Time) (the “Objection Deadline”); and (d) be served upon the following parties so as to be 

received on or before the Objection Deadline: 

(a) the Office of the United States Trustee for the District of Puerto Rico, Edificio Ochoa, 

500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In re: Commonwealth of Puerto Rico); (b) 

attorneys for the Oversight Board as representative of COFINA, Proskauer Rose LLP, 11 Times 

Square, New York, New York 10036, Attn: Martin J. Bienenstock, Esq., and Brian Rosen, Esq.; 

(c) co-attorneys for the Oversight Board as representative of COFINA, O’Neill & Borges LLC, 

250 Muñoz Rivera Ave., Suite 800, San Juan, PR 00918- 1813, Attn: Hermann D. Bauer, Esq.; 

(d) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory Authority, O’Melveny &

Myers LLP, Times Square Tower, 7 Times Square, New York, NY 10036, Attn: John J. 

Rapisardi, Esq., Suzzanne Uhland, Esq., and Diana M. Perez, Esq.; (e) the attorneys for the 

Puerto Rico Fiscal Agency and Financial Advisory Authority, Marini Pietrantoni Muniz, LLC, 

Luis C. Marini-Biaggi, Esq., MCS Plaza, Suite 500, 255 Ponce de León Ave., San Juan P.R. 

00917; (f) those creditors holding the 20 largest unsecured claims against the Debtor (on a 

consolidated basis); (g) attorneys for the Official Committee of Unsecured Creditors in the 

Commonwealth’s Title III case, Paul Hastings LLP, 200 Park Ave., New York, NY 10166, Attn: 

Luc A. Despins, Esq., Andrew V. Tenzer, Esq., Michael E. Comerford, Esq., and G. Alexander 

Bongartz, Esq.; (h) attorneys for the Official Committee of Unsecured Creditors in the 

Commonwealth’s Title III case, Casillas, Santiago & Torres LLC, El Caribe Office Building, 53 

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Palmeras Street, Ste. 1601, San Juan, PR 00901, Attn: Juan J. Casillas Ayala, Esq. and Alberto 

J.E. Añeses Negrón, Esq.; (i) attorneys for the Official Committee of Retired Employees in the 

Commonwealth’s Title III case, Jenner & Block LLP, 919 Third Ave., New York, NY 10022, 

Attn: Robert Gordon, Esq. and Richard Levin, Esq., and Jenner & Block LLP, 353 N. Clark 

Street, Chicago, IL 60654, Attn: Catherine Steege, Esq. and Melissa Root, Esq.; (j) attorneys for 

the Official Committee of Retired Employees in the Commonwealth’s Title III case, Bennazar, 

García & Milián, C.S.P., Edificio Union Plaza, PH-A, 416 Ave. Ponce de León, Hato Rey, PR 

00918, Attn: A.J. Bennazar- Zequeira, Esq.; (k) attorneys for Ambac, Milbank, Tweed, Hadley

& McCloy LLP, 28 Liberty Street, New York, NY 10005, Attn: Dennis Dunne, Esq. and Atara 

Miller, Esq.; (l) attorneys for Assured, Cadwalader, Wickersham & Taft, 200 Liberty Street, 

New York, NY 10281, Attn: Mark Ellenberg, Esq., Lary Stromfeld, Esq., Ivan Loncar, Esq., and 

Casey Servais, Esq.; (m) attorneys for National, Weil, Gotshal & Manges LLP, 767 Fifth 

Avenue, New York, NY 10153, Attn: Marcia L. Goldstein, Esq. and Gabriel Morgan, Esq.; (n) 

attorneys for the Senior Ad Hoc Holders, Quinn Emanuel Urquhart & Sullivan, LLP, 51 

Madison Avenue, New York, NY 10010, Attn: Susheel Kirpalani, Esq. and Eric Kay, Esq.; (o) 

attorneys for Oppenheimer and the First Puerto Rico Family of Funds, Kramer Levin Naftalis & 

Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036, Attn: Thomas Mayer, Esq., 

Amy Caton, Esq., and Douglas Buckley, Esq.; (p) attorneys for GSAM, McDermott, Will & 

Emery LLP, 444 West Lake Street, Chicago, IL 60606, Attn: William P. Smith, Esq., David L.

Taub, Esq., and Alexandra C. Scheibe, Esq.; (q) attorneys for the Puerto Rico Funds, White & 

Case LLP, 200 South Biscayne Boulevard, Miami, FL 33131, Attn: John K. Cunningham, Esq. 

and Fernando de la Hoz, Esq.; (r) attorneys for the Bonistas, Davis, Polk & Wardwell LLP, 450 

Lexington Avenue, New York, NY 10017, Attn: Donald Bernstein, Esq. and Brian Resnick, 

Esq.; (s) attorneys to certain of the Insured Senior Holders, Norton Rose Fulbright US LLP, 1301 

Avenue of the Americas, New York, NY 10019, Attn: Lawrence A. Larose, Esq. and Eric 

Daucher, Esq.; (t) attorneys to GoldenTree Asset Management LP, Akin Gump Strauss Hauer & 

Feld LLP, One Bryant Park, New York, NY 10036, Attn: Ira S. Dizengoff, Esq. and Philip C. 

Dublin, Esq.; (u) attorneys to Tilden Park Capital Management LP, Simpson Thacher & Bartlett 

LLP, 425 Lexington Avenue, New York, NY 10017, Attn: Sandy Qusba, Esq. and Nicholas 

Baker, Esq.; (v) attorneys to Whitebox Advisors LLC, Stroock & Stroock & Lavan LLP, 180 

Maiden Lane, New York, NY 10038, Attn: Daniel A. Fliman, Esq.; (w) attorneys for Aurelius 

and Six PRC, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, 

New York, NY 10019, Attn: Andrew N. Rosenberg, Esq.; and (x) all parties that have requested 

notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure.

PLEASE TAKE FURTHER NOTICE THAT copies of the Plan and the Disclosure 

Statement may be obtained by visiting the website maintained by the Debtor’s claims and 

noticing agent in the PROMESA Title III cases, https://cases.primeclerk.com/puertorico/; by

sending a request to Prime Clerk LLC, at (844) 822-9231 (toll free for U.S. and Puerto Rico) or 

(646) 486-7944 (for international callers), available 10:00 a.m. to 7:00 p.m. (Atlantic Standard 

Time) (Spanish available), or by email at puertoricoinfo@primeclerk.com, or, for a fee, from the 

Court’s website, https://www.prd.uscourts.gov/. A PACER login and password are required to 

access documents on the Court’s website, and these can be obtained through the PACER Service 

Center at www.pacer.psc.uscourts.gov.

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Dated: October 19, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/

Martin J. Bienenstock (pro hac vice)

Brian S. Rosen (pro hac vice)

Jeffrey W. Levitan (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

/s/ 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and 

Management Board as representative for the 

Debtor

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