OMM_US:76288659.1

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)

Re: ECF No. 2994

URGENT MOTION TO SEAL DOCUMENTS

To the Honorable United States Magistrate Judge Judith Gail Dein:

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

Commonwealth of Puerto Rico (the “Commonwealth”), by and through the FOMB as the 

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

Management, and Economic Stability Act (“PROMESA”),2the Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF” and together with the FOMB and the Commonwealth, 

the “Respondents”), through their undersigned counsel, hereby file this Urgent Motion to Seal 

Documents. 

 

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 has been codified in 48 U.S.C. §§ 2101–2241.

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1. Respondents, through the undersigned counsel, will attend the hearing currently 

scheduled for May 21, 2018 (the “May 21 Hearing”) and present argument in response to the Ad 

Hoc Group of General Obligation Bondholders, Ambac Assurance Corporation, Assured 

Guaranty Corp. and Assured Guaranty Municipal Corp., the Mutual Fund Group, and National 

Public Finance Guarantee Corporations’ Motion to Compel Compliance With February 26, 2018 

Order And For Entry Of A Protective Order [ECF No. 2865] (the “Motion to Compel”). 

2. Pursuant to the Court’s order entered on May 2, 2018, parties wishing to present 

evidence at the May 21 Hearing are required to submit their exhibits electronically in a USB Drive 

or CD-Rom to the Courthouse in Puerto Rico. [ECF No. 2994]

3. Pursuant to this Court’s order entered on April 27, 2018, at the conclusion of the 

hearing on the Motion to Compel, “the parties to the Renewed 2004 Motion should be prepared to 

discuss a process and schedule for addressing any challenges to claims of deliberative process 

privilege.” [ECF No. 2969]

4. As set forth in the Joint Report filed on May 14, 2018 [ECF No. 3061], Movants3

have suggested they will raise challenges to the Respondents’ categorical privilege logs, which 

Respondents assert have been waived. Respondents believe that submission of the categorical 

privilege logs for this Court’s review would assist the Court in determining how to proceed in 

addressing Movants’ anticipated challenges. 

5. Accordingly, in connection with discussing the process and schedule for addressing 

deliberative process challenges, Respondents intend to use the following exhibits, which contain 

confidential, non-public information:

Exhibit 1_ AAFAF FP Deliberations Categorical Privilege Log.PDF 

 

3

“Movants” refers to the term defined in the Motion to Compel.

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Exhibit 2_ April 6 2018 letter to Counsel from Margaret Dale re Privilege 

Log.PDF

6. Both these exhibits contain confidential non-public information regarding 

deliberative communications and materials exchanged between and among AAFAF, the FOMB, 

and their respective counsels and advisors. 

7. Pursuant to Rule 9037(c) of the Federal Rules of Bankruptcy Procedure and Local 

Bankruptcy Rule 9018-1, Respondents request that the Court grant leave for Respondents to 

submit the referenced exhibits under seal, as the same contain confidential, non-public 

information.

8. Movants have informed the Respondents that they take no position on whether 

Respondents can make the requisite showing necessary to file the privilege logs under seal, and 

reserve their rights to object to the designation of those (or any future) logs as confidential. 

9. Pursuant to Paragraph 1.H of the Fourth Amended Notice, Case Management and 

Administrative Procedures [ECF No. 2839-1] (the “Case Management Procedures”), Respondents

hereby certify that they have carefully examined the matter and concluded that there is a true need 

for this motion, and that they have made reasonable, good-faith communications in an effort to 

resolve or narrow the issues that are being brought before the Court. 

Notice

10. In accordance with Paragraph II.F of the Case Management Procedures, 

Respondents have provided notice of this motion to all counsel of record. Respondents submit that, 

in light of the nature of the relief requested, no other or further notice need be given.

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Dated: May 17, 2018

San Juan, Puerto Rico

Respectfully submitted,

O’NEILL & BORGES LLC

By: /s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Telephone: (787) 764-8181

Facsimile: (787) 753-8944

Email: hermann.bauer@oneillborges.com

PROSKAUER ROSE LLP

By: /s/ Gregg M. Mashberg

Martin J. Bienenstock*

Stephen L. Ratner*

Timothy W. Mungovan*

Paul V. Possinger*

Gregg M. Mashberg*

Eleven Times Square

New York, NY 10036

Telephone: (212) 969-3000

Facsimile: (212) 969-2900

Email: mbienenstock@proskauer.com

sratner@proskauer.com

tmungovan@proskauer.com

ppossinger@proskauer.com

* Admitted pro hac vice

Attorneys for the Financial Oversight and 

Management Board and as representative of the 

Commonwealth

MARINI PIETRANTONI MUNIZ, LLC

By: /s/ Luis C. Marini-Biaggi

Luis C. Marini-Biaggi

USDC No. 222301

MCS Plaza, Suite 500

255 Ponce de León Ave.

San Juan, PR 00917

Telephone: (787) 705-2171

Facsimile: (787) 936-7494

Email: lmarini@mpmlawpr.com

O’MELVENY & MYERS LLP

By: /s/ Elizabeth L. McKeen

John J. Rapisardi*

7 Times Square 

New York, NY 10036 

Telephone: (212) 326-2000 

Facsimile: (212) 326-2061

Email: jrapisardi@omm.com

Peter Friedman*

1625 Eye Street, NW 

Washington, DC 20006 

Telephone: (202) 383-5300 

Facsimile: (202) 383-5414

Email: pfriedman@omm.com

Elizabeth L. McKeen*

610 Newport Center Drive, 17th Floor 

Newport Beach, CA 92660 

Telephone: (949) 823-6900 

Facsimile: (949) 823-6994 

Email: emckeen@omm.com

* Admitted pro hac vice

Attorneys for the Puerto Rico Fiscal 

Agency and Financial Advisory Authority

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Exhibit A

Proposed Order

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