UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

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 : 

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

 : 

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JOINT URGENT UNOPPOSED MOTION OF CREDITORS’ COMMITTEE AND 

RETIREE COMMITTEE TO FILE LIMITED OBJECTION AND JOINDER TO 

LIMITED OBJECTION TO INVESTIGATOR’S EXIT PLAN MOTION UNDER SEAL

 

 

1

 The Debtors in these title III cases, along with each Debtor’s respective title III case number listed as a bankruptcy 

case number due to software limitations 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) 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), (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567 (LTS)) (Last Four Digits of Federal Tax ID: 3808), and (iv) Puerto Rico Sales Tax Financing Corporation 

(“COFINA”) (Bankruptcy Case No. 17-BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474); and (v) 

Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of 

Federal Tax ID: 3747). 

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To the Honorable United States Magistrate Judge Judith G. Dein: 

The Official Committee of Unsecured Creditors of all title III debtors (other than 

COFINA) (the “Committee”) and the Official Committee of Retired Employees of the 

Commonwealth of Puerto Rico (the “Retiree Committee” and, together with the Committee, the 

“Committees”) submit this Joint Urgent Unopposed Motion of Creditors’ Committee and Retiree 

Committee to File Limited Objection and Joinder to Limited Objection to Investigator’s Exit 

Plan Motion Under Seal (the “Motion to Seal”), and hereby state as follows: 

RELIEF REQUESTED 

1. The Committees have already filed public, partially-redacted versions of 

pleadings outlining their positions with regard to the Motion of the Independent Investigator for 

an Order: (I) Establishing Procedures for Resolving any Confidentiality Dispute in Connection 

with Publication of the Independent Investigator’s Final Report; (II) Approving the Disposition 

of Documents and Information; (III) Relieving the Independent Investigator from Certain 

Discovery Obligations; (IV) Exculpating the Independent Investigator in Connection with the 

Investigation and Publication of the Final Report; and (V) Granting Related Relief [Dkt. No. 

3427] (the “Exit Plan Motion” or the “Exit Plan”). The Retiree Committee’s position is outlined 

in its Limited Objection [Dkt. 3497] (the “Retiree Objection”) to the Exit Plan Motion, and the 

Committee’s position is outlined in its Joinder to Retiree Committee’s Limited Objection [Dkt. 

3498] (the “Committee Joinder,” together with the Retiree Objection, the “Committee Exit Plan 

Objections”). This Motion to Seal seeks to file full, unredacted versions of the Committee Exit 

Plan Objections under seal to protect certain confidential information covered by Nondisclosure 

Agreements between (1) the Committees; (2) the special investigator (the “Investigator”) 

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retained by the Financial Oversight and Management Board (the “Oversight Board”)2

; and (3) 

the Government Development Bank for Puerto Rico (“GDB”). 

JURISDICTION AND VENUE 

2. The United States District Court for the District of Puerto Rico has subject matter 

jurisdiction over this matter pursuant to PROMESA section 306(a). Venue is proper pursuant to 

PROMESA section 307(a). 

3. The statutory basis for the relief requested herein is found in sections 105(a) of 

the Bankruptcy Code and Bankruptcy Rule 9018, made applicable to the title III cases by 

sections 301(a) and 310 of PROMESA, and Local Rule 9018-1 of the Local Bankruptcy Rules 

for the United States Bankruptcy Court for the District of Puerto Rico (the “Local Rules”). 

BASIS FOR RELIEF REQUESTED 

4. On July 12, 2018, the Committees filed public, partially-redacted versions of the 

Committee Exit Plan Objections. The Committee Exit Plan Objections outline a number of 

deficiencies that, in the Committees’ views, should be addressed before the court grants the 

Investigator’s Exit Plan Motion. 

5. As was the case with the Committee’s briefing on certain other matters regarding 

the Committee’s Rule 2004 requests, the full, unredacted versions of the Committee Exit Plan 

Objections contain information regarding the ongoing investigation being performed by the 

Investigator, as well as discussions of documents that were produced by the GDB pursuant to 

certain confidentiality designations. That information is the subject of Nondisclosure 

Agreements between the Committees, the Oversight Board, and GDB and concerns matters 

which—according to the Oversight Board—would impact the integrity of its investigative 

 

2

 An unredacted version of the Committee Exit Plan Objections will be delivered to the court for in camera

review. 

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process. As such, while the Committee understands that the Oversight Board, the Investigator, 

and GDB are opposed to the Committees’ positions, the parties agree that the full, unredacted 

versions of the Committee Exit Plan Objections should be filed under seal and only the redacted 

version of the Committee Exit Plan Objections be kept in the public file. The parties further 

agree that copies of the fully unredacted Committee Exit Plan Objections may be shared with 

GDB.3

 

6. The Committees accordingly request that the court grant the Motion to Seal and 

allow the Committees to file under seal the full, unredacted version of the Committee Exit Plan 

Objections. See FED. R. BANKR. P. 9018 (the court may “make any order which justice requires” 

in order to, among other things, “protect the estate or any entity in respect of a trade secret or 

other confidential research, development, or commercial information” or to “protect 

governmental matters that are made confidential by statute or regulation”). The Committees 

further note that the treatment it requests for the Committee Exit Plan Objections is the exact 

same treatment approved for the original briefing on the Committee’s Renewed Motion for Rule 

2004 Discovery [Dkt. Nos. 3085, 3113, and 3204]. 

NOTICE 

7. Counsel for the Committees have conferred with counsel for both the Oversight 

Board and the Investigator, who have reviewed the proposed redactions and do not have any 

objection to the form of those redactions or the relief otherwise sought in the Motion to Seal. 

Counsel for the Oversight Board and the Investigator have also agreed that copies of the fullyunredacted Committee Exit Plan Objections may be shared with GDB. 

 

3

 Because the redacted portions of the Committee Exit Plan Objections pertain only to information concerning the 

GDB and the Investigator—not the other Puerto Rico Financial Institutions (the Santander and Popular 

entities)—the unredacted version of the Committee Exit Plan Objections will be shared only with GDB. 

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NO PRIOR REQUEST 

8. No previous request for the relief sought herein has been made by the Committee 

to this or any other court. 

9. Pursuant to Local Rule 9013-1 and paragraph I.H of the Fourth Amended Case 

Management Procedures [Dkt. No. 2839], the Committees hereby certify that they have (a) 

carefully examined the matter and concluded that there is a true need for an urgent hearing; (b) 

not created the urgency through a lack of due diligence; (c) made a bona fide effort to resolve the 

matter without a hearing; (d) made reasonable, good faith communications in an effort to resolve 

or narrow the issues being brought to the court; and (e) conferred with the parties, who do not 

oppose the relief requested herein. 

CONCLUSION 

10. For the reasons stated above, the Committees request that the Court grant the 

Motion to Seal and permit the filing of the full, unredacted version of the Committee Exit Plan 

Objections under seal. 

[Remainder of page intentionally left blank] 

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Dated: July 12, 2018 

 

/s/ Luc A. Despins, Esq.__ 

PAUL HASTINGS LLP 

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

James R. Bliss, Esq. (Pro Hac Vice)

James B. Worthington, 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 

jamesbliss@paulhastings.com 

jamesworthington@paulhastings.com 

alexbongartz@paulhastings.com 

Counsel to the Official Committee of Unsecured 

Creditors

- and – 

/s/ Juan J. Casillas Ayala, Esq. 

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 

 

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JENNER & BLOCK LLP 

By: 

/s/ Robert Gordon 

Robert Gordon (admitted pro hac vice) 

Richard Levin (admitted pro hac vice) 

919 Third Ave 

New York, NY 10022-3908 

rgordon@jenner.com

rlevin@jenner.com

212-891-1600 (telephone) 

212-891-1699 (facsimile) 

Catherine Steege (admitted pro hac vice) 

Melissa Root (admitted pro hac vice) 

Keri Holleb Hotaling (admitted pro hac vice) 

Landon Raiford (admitted pro hac vice) 

353 N. Clark Street 

Chicago, IL 60654 

csteege@jenner.com

mroot@jenner.com 

khotaling@jenner.com 

lraiford@jenner.com 

312-222-9350 (telephone) 

312-239-5199 (facsimile) 

BENNAZAR, GARCÍA & MILIÁN, C.S.P. 

By: 

/s/ A.J. Bennazar-Zequeira 

A.J. Bennazar-Zequeira 

Edificio Union Plaza 

PH-A piso 18 

Avenida Ponce de León #416 

Hato Rey, San Juan 

Puerto Rico 00918 

ajb@bennazar.org

787-754-9191 (telephone) 

787-764-3101 (facsimile) 

Counsel for The Official Committee of Retired 

Employees of Puerto Rico

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