UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

-----------------------------------------------------------------------x 

In re: : 

: 

THE FINANCIAL OVERSIGHT AND : 

MANAGEMENT BOARD FOR PUERTO RICO, : PROMESA 

: Title III 

as representative of : 

: Case No. 17-BK-3283 (LTS) 

THE COMMONWEALTH OF PUERTO RICO et al., : 

: (Jointly Administered) 

Debtors.1: 

-----------------------------------------------------------------------x 

NOTICE OF FILING OF SUPPLEMENTAL DECLARATION 

OF CAROL FLATON OF ZOLFO COOPER, LLC 

PLEASE TAKE NOTICE that on July 11, 2017 the Official Committee of Unsecured Creditors 

of all title III Debtors (other than COFINA) (the “Committee”) filed the Application of Official 

Committee of Unsecured Creditors of Commonwealth of Puerto Rico for Entry of Order Authorizing 

Employment and Retention of Zolfo Cooper, LLC as Financial Advisor Effective as of June 27, 2017 (the 

“Application”) [Docket No. 615], and an order was entered by the Court approving the Application on 

August 10, 2017 [Docket No. 1001]. 

PLEASE TAKE FURTHER NOTICE that on September 14, 2017, the Committee filed the 

Notice of Filing of Supplemental Declaration of Carol Flaton in Furtherance of Application of Official 

Committee of Unsecured Creditors of Commonwealth of Puerto Rico for Entry of Order Authorizing 

Employment and Retention of Zolfo Cooper, LLC as Financial Advisor, Effective as of June 27, 2017

(Second Supplemental Declaration) [Docket No. 1304]. 

 

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-BK3283 (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-BK-3567 (LTS)) (Last Four Digits of Federal Tax ID: 3808), (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. 17-4780 (LTS)) (Last 

Four Digits of Federal Tax ID: 3747). 

Case:17-03283-LTS Doc#:4189 Filed:11/06/18 Entered:11/06/18 17:38:08 Desc: Main

Document Page 1 of 8
2 

PLEASE TAKE FURTHER NOTICE that on November 14, 2017, the Committee filed the 

Notice of Filing of Supplemental Declaration of Carol Flaton in Furtherance of Application of Official 

Committee of Unsecured Creditors of Commonwealth of Puerto Rico for Entry of Order Authorizing 

Employment and Retention of Zolfo Cooper, LLC as Financial Advisor, Effective as of June 27, 2017

(Third Supplemental Declaration) [Docket No. 1769]. 

PLEASE TAKE FURTHER NOTICE that in support of the Application, attached hereto as 

Exhibit A, is the Supplemental Declaration of Carol Flaton of Zolfo Cooper, LLC (Fourth Supplemental 

Declaration). 

[Remainder of page intentionally left blank]

Case:17-03283-LTS Doc#:4189 Filed:11/06/18 Entered:11/06/18 17:38:08 Desc: Main

Document Page 2 of 8
Dated: November 6, 2018 

 

/s/ G. Alexander Bongartz . 

PAUL HASTINGS LLP 

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

James R. Bliss, 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 

alexbongartz@paulhastings.com 

Counsel to the Commonwealth Agent and to 

the Official Committee of Unsecured Creditors

- and - 

/s/ Juan J. Casillas Ayala .

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 Commonwealth Agent and to 

the Official Committee of Unsecured Creditors

Case:17-03283-LTS Doc#:4189 Filed:11/06/18 Entered:11/06/18 17:38:08 Desc: Main

Document Page 3 of 8
EXHIBIT A 

Case:17-03283-LTS Doc#:4189 Filed:11/06/18 Entered:11/06/18 17:38:08 Desc: Main

Document Page 4 of 8
- 1 - 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

- - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - -- - - - - - x

PROMESA 

Title III 

Case No. 17-BK-3283 (LTS) 

Jointly Administered 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al., 

Debtors. 1

: 

: 

: 

: 

: 

: 

: 

: 

: 

:

 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - x

SUPPLEMENTAL DECLARATION OF 

CAROL FLATON OF ZOLFO COOPER, LLC 

Pursuant to 28 U.S.C. § 1746, I, Carol Flaton, state under penalty of perjury, that: 

1. I am an authorized representative of Zolfo Cooper, LLC (“Zolfo Cooper”),2 which 

has a place of business at 909 Third Avenue, 30th Floor, New York, New York 10022. 

2. Except as otherwise noted, I have personal knowledge of the matters set forth herein 

and, if called as a witness, would testify competently thereto. 

3. I submit this supplemental declaration to supplement the disclosures that were 

included in my original declaration dated July 11, 2017 (the “Declaration”) [ECF No. 615-3] filed 

in support of the Application of the Official Committee of Unsecured Creditors of the 

Commonwealth of Puerto Rico (the “Committee”), for Entry of an Order Authorizing the 

 

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 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808), (iv) Puerto Rico Sales 

Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284) (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). 2

 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the 

Application. 

Case:17-03283-LTS Doc#:4189 Filed:11/06/18 Entered:11/06/18 17:38:08 Desc: Main

Document Page 5 of 8
- 2 - 

Employment and Retention of Zolfo Cooper as Bankruptcy Consultant and Financial Advisor to 

the Committee nunc pro tunc to June 27, 2017, dated July 11, 2017 [ECF No. 615-1]. 

4. On November 1, 2018, AlixPartners, LLP (“AlixPartners”), a global consulting 

firm headquartered in New York, acquired all of the membership interests of ZC Holdings, LLC 

(“ZC Holdings”) and its subsidiaries, including Zolfo Cooper, LLC (“Zolfo Cooper”). Zolfo 

Cooper will continue to provide services to the Committee (the “PR Engagement”) on this matter 

as Zolfo Cooper, operating as a subsidiary of AlixPartners. 

5. In light of the acquisition, I make the following disclosures: the Puerto Rico Electric 

Power Authority (the “PREPA Engagement”) was a prior client of AlixPartners on matters 

unrelated to this bankruptcy. Additionally, AlixPartners is providing electronic discovery services 

to Jenner & Block (the “E-Discovery Engagement”), in connection with Jenner & Block’s 

representation of the Official Committee of Retired Employees of the Commonwealth of Puerto 

Rico. Commencing on November 1, 2018, AlixPartners has instituted information barriers 

(“Protocols”) in connection with each of the above representations to separate completely the 

employees providing services on the PREPA Engagement and currently providing services on the 

E-discovery Engagement (collectively the “AlixPartners Engagements”), on the one hand, and the 

PR Engagement, on the other hand, to ensure that there is no communication between the 

employees involved in the AlixPartners Engagements and the flow of information between the PR 

Engagement and the AlixPartners Engagements. These precautions have been taken out of an 

abundance of caution, not because there has been any actual or potential inappropriate 

communication. 

6. The following specific steps have been taken: 

 

Case:17-03283-LTS Doc#:4189 Filed:11/06/18 Entered:11/06/18 17:38:08 Desc: Main

Document Page 6 of 8
- 3 - 

i. The Zolfo Cooper employees providing services to the Committee (the “ZC PR 

Team”) has insulated the records and personnel involved in the PR Engagement 

from any contact or connection with the employees who provided services under 

the PREPA Engagement and the E-Discovery Engagement (the “AlixPartners 

Teams”). 

ii. All relevant personnel working on the PR Engagement have been instructed to have 

no communication (orally, electronic or otherwise) with any persons involved or 

previously involved in the AlixPartners Engagements on behalf of PREPA or 

Jenner & Block concerning the PR Engagement. 

iii. No AlixPartners Team personnel shall be provided access to documents, computer 

data files, emails or any other information related to the PR Engagement, and no 

persons performing services on the PR Engagement will have access to any 

documents, computer data files, or any other information related to AlixPartners’ 

Engagements. 

iv. No ZC PR Team members working on the PR Engagement shall share confidential 

information related to the PR Engagement with any individual employed by 

AlixPartners or its subsidiaries, and no AlixPartners employee shall share 

confidential information regarding the AlixPartners Engagements with any 

members of the ZC PR Team working on the PR Engagement. 

v. ZC PR Team members working on the PR Engagement will work in offices or 

cubicles that are physically separate from the AlixPartners personnel working or 

who worked on the AlixPartners Engagements. 

vi. Elizabeth Kardos, the current General Counsel of Zolfo Cooper, shall review from 

time to time the Information Barrier procedures and adherence to them by both the 

ZC PR Team and the AlixPartners Teams, to ensure compliance with the 

Information Barrier, and will maintain records of that review and be authorized to 

correct any actual or perceived defects or problems with maintenance of the 

Information Barrier. 

vii. All ZC PR Team members, and AlixPartners Teams rendering services for or who 

previously rendered services under the AlixPartners Engagements, will sign this 

acknowledgment that they have read and understood, and agree to adhere to, the 

Information Barrier. 

7. AlixPartners and its subsidiaries and affiliates, will promptly perform a search to 

determine any other connections with parties in interest in this case, pursuant to Bankruptcy Rule 

2014(a). Zolfo Cooper will file a supplemental affidavit further disclosing any such relationships. 

8. Zolfo Cooper acknowledges its continuing obligation to supplement Zolfo 

Cooper’s prior disclosures. 

9. Zolfo Cooper shared and reviewed the Protocols with the Committee and the 

Committee indicated that it has no objection thereto. 

Case:17-03283-LTS Doc#:4189 Filed:11/06/18 Entered:11/06/18 17:38:08 Desc: Main

Document Page 7 of 8
- 4 - 

 I declare under penalty of perjury pursuant to 28 U.S.C. §1746 that the foregoing is true 

and correct. 

Dated: November 6, 2018 Zolfo Cooper, LLC 

 

 

 Authorized Representative 

Case:17-03283-LTS Doc#:4189 Filed:11/06/18 Entered:11/06/18 17:38:08 Desc: Main

Document Page 8 of 8