UNITED STATES DISTRICT COURT 

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)

Re: ECF No. 1512-1

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY 

(“PREPA”), 

Debtor.

PROMESA

Title III

No. 17 BK 4780-LTS

This Motion relates only to PREPA and 

shall only be filed in the lead Case No. 17 

BK-4780-LTS and Case No. 17-BK-3283-

LTS.

URGENT MOTION FOR LEAVE TO FILE REPLY BRIEF TO THE RESPONSES TO 

THE URGENT APPLICATION AND NOTICE OF REVISED $300 MILLION LOAN 

FROM THE COMMONWEALTH TO PREPA IN EXCESS PAGES IN CONNECTION 

WITH THIRD AMENDED NOTICE, CASE MANAGEMENT AND ADMINISTRATIVE

PROCEDURES ORDER

 

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).

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

The Puerto Rico Electric Power Authority (“PREPA”), as a Title III debtor, by and through 

the Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”), as 

PREPA’s representative pursuant to section 315(b) of the Puerto Rico Oversight, Management, 

and Economic Stability Act (“PROMESA”),2 respectfully submits this urgent motion for leave to 

file its reply brief in excess of the page limit set forth in Paragraph I.E. of the Third Amended 

Notice, Case Management and Administrative Procedures [ECF No. 1512-1].

Jurisdiction and Venue

1. The United States District Court for the District of Puerto Rico (the “Court”) has 

subject matter jurisdiction over this matter pursuant to PROMESA § 306(a). 

2. Venue is proper pursuant to PROMESA § 307(a). 

Relief Requested

3. Paragraph I.E. of the Case Management Procedures provides that “[u]nless prior 

permission has been granted ... memoranda of law in support of Replies are limited to fifteen (15) 

pages....” Case Management Procedures ¶ I.E. 

4. On February 16, 2018, the Oversight Board filed the Urgent Application and Notice 

of Revised $300 Million Loan from the Commonwealth to PREPA [ECF No. 722]. 

5. On February 17, 2018, seven (7) separate Responses and Joinders with numerous 

markups of the proposed order and credit agreement were filed in connection with the Postpetition 

Financing Motion [ECF Nos. 730, 731, 732, 733, 734, 735 and 736] in Case No. 17-04780-LTS 

and [ECF No. 2335] in Case No. 17-03283-LTS.

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

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6. Rather than filing seven (7) separate Replies to the aforementioned Responses, in

the interest of efficiency and for the convenience of the Court, the Oversight Board filed a single 

Omnibus Reply jointly addressing all seven (7) Responses which total hundreds of pages in which 

the Respondents have proposed material changes to both the proposed order and the Credit 

Agreement.

7. In the interest of providing the court with clarity as to how the Debtor has treated 

the material changes proposed the Respondents, the Reply is intended to include a comprehensive 

10-page chart reflecting the same.

8. Given the number and length of the Responses that are addressed in the Omnibus 

Reply, the material changes proposed to the proposed order and the Credit Agreement, and the 

Oversight Board was unable to meet the fifteen-page limit set forth in the Third Amended Notice, 

Case Management and Administrative Procedures [Case No. 17-03283- LTS; ECF No.1512-1].

9. Accordingly, the Oversight Board respectfully requests leave to file a Reply not to 

exceed twenty-five (25) pages, exclusive of the cover page, the table of contents, the table of 

authorities, the signature page, exhibits, and the certificate of service. 

10. This Court has acknowledged the serious and urgent nature of the relief sought in 

the Urgent Application and Notice of Revised $300 Million Loan from the Commonwealth to 

PREPA, for which reason this request is intended to provide the Court with sufficient pertinent 

information for the Court to make its determination and is reasonable in light of the circumstances 

described above. 

11. Moreover, the Oversight Board hereby certifies that there is a true need for urgent 

relief and that such urgency was not created through any lack of due diligence. 

12. Finally, 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 Oversight Board respectfully requests the Court to enter the Proposed 

Order attached as Exhibit A, granting the relief requested herein and all other relief as is just and 

proper. 

Dated: February 18, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (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 

PREPA

/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 

PREPA

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