Moción para Solicitar Paralización Del PDA

Case: 22-1080 Document: 00117848622 Page: 1 Date Filed: 03/03/2022 Entry ID: 6480460
IN THE
UNITED STATES COURT OF APPEALS FOR THE FIRST CIRCUIT
No. 22-1080
IN THE
IN RE: THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO

RICO, AS REPRESENTATIVE FOR THE COMMONWEALTH OF PUERTO RICO; THE
FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS
REPRESENTATIVE FOR THE PUERTO RICO SALES TAX FINANCING CORPORATION,
a/k/a Cofina; THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO
RICO, AS REPRESENTATIVE FOR THE EMPLOYEES RETIREMENT SYSTEM OF THE
GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO; THE FINANCIAL
OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS REPRESENTATIVE
FOR THE PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY; THE
REPRESENTATIVE FOR THE PUERTO RICO ELECTRIC POWER AUTHORITY (PREPA);
THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS
REPRESENTATIVE OF THE PUERTO RICO PUBLIC BUILDINGS AUTHORITY,
Debtors,
____________________________

REPRESENTATIVE FOR THE COMMONWEALTH OF PUERTO RICO; THE FINANCIAL
FOR THE EMPLOYEES RETIREMENT SYSTEM OF THE GOVERNMENT OF THE
COMMONWEALTH OF PUERTO RICO; THE FINANCIAL OVERSIGHT AND
MANAGEMENT BOARD FOR PUERTO RICO, AS REPRESENTATIVE OF THE PUERTO
RICO PUBLIC BUILDINGS AUTHORITY,
Debtors - Appellees,
v.
FEDERACION DE MAESTROS DE PUERTO RICO, INC.; GRUPO MAGISTERIAL

EDUCADORES(AS) POR LA DEMOCRACIA, UNIDAD, CAMBIO, MILITANCIA Y
ORGANIZACION SINDICAL, INC.; UNION NACIONAL DE EDUCADORES Y
TRABAJADORES DE LA EDUCACION, INC.,
Objectors - Appellants,
PFZ PROPERTIES, INC.; OSCAR ADOLFO MANDRY APARICIO; MARIA DEL CARMEN
AMALIA MANDRY LLOMBART; SELMA VERONICA MANDRY LLOMBART; MARIA
DEL CARMEN LLOMBART BAS; OSCAR ADOLFO MANDRY BONILLA; GUSTAVO
ALEJANDRO MANDRY BONILLA; YVELISE HELENA FINGERHUT MANDRY;
MARGARET ANN FINGERHUT MANDRY; VICTOR ROBERT FINGERHUT MANDRY;
JUAN CARLOS ESTEVA FINGERHUT; PETRO MIGUEL ESTEVA FINGERHUT;

MARIANO JAVIER MCCONNIE FINGERHUT; JANICE MARIE MCCONNIE
FINGERHUT; VICTOR MICHAEL FINGERHUT COCHRAN; MICHELLE ELAINE
FINGERHUT COCHRAN; ROSA ESTELA MERCADO GUZMAN; EDUARDO JOSE
MANDRY MERCADO; SALVADOR RAFAEL MANDRY MERCADO; MARGARITA
ROSA MANDRY MERCADO; ADRIAN ROBERTO MANDRY MERCADO; VICENTE
PEREZ ACEVEDO; CORPORACION MARCARIBE INVESTMENT; ANTONIO MARTIN
CERVERA; MARIA TERESITA MARTIN; WANDA ORTIZ SANTIAGO; NANCY I.
NEGRON-LOPEZ; DEMETRIO AMADOR INC.; DEMETRIO AMADOR ROBERTS; SUIZA
DAIRY CORP.; MARUZ REAL ESTATE CORP.; GROUP WAGE CREDITORS; YASHEI
ROSARIO; ANA A. NUNEZ VELAZQUEZ; EDGARDO MARQUEZ LIZARDI; MARIA M.
ORTIZ MORALES; ARTHUR SAMODOVITZ; MIGUEL LUNA DE JESUS; ISMAEL L.
PURCELL SOLER; ALYS COLLAZO BOUGEOIS; MILDRED BATISTA DE LEON;
JAVIER ALEJANDRINO OSORIO; SERVICE EMPLOYEES INTERNATIONAL UNION
(SEIU); INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND
AGRICULTURAL IMPLEMENT WORKERS OF AMERICA; MAPFRE PRAICO
INSURANCE COMPANY; CERTAIN CREDITORS WHO FILED ACTIONS IN THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO; MED
CENTRO, INC., f/k/a Consejo de Salud de la Comunidad de la Playa de Ponce, Inc.;
ASOCIACION DE JUBILADOS DE LA JUDICATURA DE PUERTO RICO; HON. HECTOR
URGELL CUEBAS; COOPERATIVA DE AHORRO Y CREDITO VEGABAJENA; LORTU-
TA LTD., INC.; LA CUARTEROLA, INC.; JUAZA, INC.; CONJUGAL PARTNERSHIP
ZALDUONDO-MACHICOTE; FRANK E. TORRES RODRIGUEZ; EVA TORRES
RODRIGUEZ; FINCA MATILDE, INC.; UNIVERSITY OF PUERTO RICO RETIREMENT
SYSTEM TRUST; PETER C. HEIN; MIRIAM E. LIMA COLON; BETZAIDA FELICIANO
CONCEPCION; ANGEL L. MENDEZ GONZALEZ; ASOCIACION DE MAESTROS
PUERTO RICO; ASOCIACION DE MAESTROS DE PUERTO RICO-LOCAL SINDICAL;
MORGAN STANLEY & CO. LLC; GOLDMAN SACHS & CO. LLC; J.P. MORGAN
SECURITIES LLC; SANTANDER SECURITIES LLC; SIDLEY AUSTIN LLP; BMO
CAPITAL MARKETS GKST, INC.; CITIGROUP GLOBAL MARKETS INC.; SAMUEL A.
RAMIREZ & CO., INC.; MESIROW FINANCIAL, INC.; MERRILL LYNCH, PIERCE,
FENNER & SMITH INC.; MERRILL LYNCH CAPITAL SERVICES, INC.; BARCLAYS
CAPITAL INC.; RBC CAPITAL MARKETS, LLC; RAYMOND JAMES & ASSOCIATES,
INC.; COMMUNITY HEALTH FOUNDATION OF P.R. INC.; QUEST DIAGNOSTICS OF
PUERTO RICO, INC.; U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee for the
PRPFC Outstanding Bonds and PRIFA Bonds, and Fiscal Agent for PRPBA Bonds; U.S. BANK
NATIONAL ASSOCIATION, as Trustee for the PRPFC Outstanding Bonds and PRIFA Bonds,
and Fiscal Agent for PRPBA Bonds; NILSA CANDELARIO; JORGE RAFAEL EDUARDO
COLLAZO QUINONES; EL OJO DE AGUA DEVELOPMENT, INC.; PEDRO JOSE
NAZARIO SERRANO; JOEL RIVERA MORALES; MARIA DE LOURDES GOMEZ PEREZ;
HECTOR CRUZ VILLANUEVA; LOURDES RODRIGUEZ; LUIS M. JORDAN RIVERA;
TACONIC CAPITAL ADVISORS LP; AURELIUS CAPITAL MANAGEMENT, LP;
CANYON CAPITAL ADVISORS LLC; FIRST BALLANTYNE LLC; MOORE CAPITAL
MANAGEMENT, LP; PUERTO RICO FISCAL AGENCY AND FINANCIAL ADVISORY
AUTHORITY; HON. PEDRO R. PIERLUISI URRUTIA; UNITED STATES, on behalf of the
Internal Revenue Service; ASOCIACION PUERTORRIQUENA DE LA JUDICATURA, INC.;
COOPERATIVA DE AHORRO Y CREDITO ABRAHAM ROSA; COOPERATIVA DE

AHORRO Y CREDITO DE CIALES; COOPERATIVA DE AHORRO Y CREDITO DE
JUANA DIAZ; COOPERATIVA DE AHORRO Y CREDITO DE RINCON; COOPERATIVA
DE AHORRO Y CREDITO DE VEGA ALTA; COOPERATIVA DE AHORRO Y CREDITO
DR. MANUEL ZENO GANDIA; MARIA A. CLEMENTE ROSA; JOSE N. TIRADO
GARCIA, as President of the United Firefighters Union of Puerto Rico,
Objectors-Appellees,
VAQUERIA TRES MONJITAS, INC.; BLACKROCK FINANCIAL MANAGEMENT, INC.;

EMSO ASSET MANAGEMENT LIMITED; MASON CAPITAL MANAGEMENT, LLC;
SILVER POINT CAPITAL, L.P.; VR ADVISORY SERVICES, LTD; AURELIUS CAPITAL
MANAGEMENT, LP, on behalf of its managed entities; GOLDENTREE ASSET
MANAGEMENT LP, on behalf of funds under management; WHITEBOX ADVISORS LLC,
on behalf of funds under management; MONARCH ALTERNATIVE CAPITAL LP, on behalf
of funds under management; TACONIC CAPITAL ADVISORS L.P., on behalf of funds under
management; ARISTEIA CAPITAL, LLC, on behalf of funds under management;
FARMSTEAD CAPITAL MANAGEMENT, LLC, on behalf of funds under management;
FOUNDATION CREDIT, on behalf of funds under management; CANYON CAPITAL
ADVISORS LLC, in its capacity as a member of the QTCB Noteholder Group; DAVIDSON
KEMPNER CAPITAL MANAGEMENT LP; SCULPTOR CAPITAL MANAGEMENT;
AMBAC ASSURANCE CORPORATION; ANDALUSIAN GLOBAL DESIGNATED
ACTIVITY COMPANY; CROWN MANAGED ACCOUNTS, for and on behalf of Crown/PW
SP; LMA SPC, for and on behalf of Map 98 Segregated Portfolio; MASON CAPITAL
MASTER FUND LP; OAKTREE-FORREST MULTI-STRATEGY, LLC (SERIES B);
OAKTREE OPPORTUNITIES FUND IX, L.P.; OAKTREE OPPORTUNITIES FUND IX
(PARALLEL), L.P.; OAKTREE OPPORTUNITIES FUND IX (PARALLEL 2), L.P.;
OAKTREE HUNTINGTON INVESTMENT FUND II, L.P.; OAKTREE OPPORTUNITIES
FUND X, L.P.; OAKTREE OPPORTUNITIES FUND X (PARALLEL), L.P.; OAKTREE
OPPORTUNITIES FUND X (PARALLEL 2), L.P.; OAKTREE VALUE OPPORTUNITIES
FUND HOLDINGS, L.P.; OCEANA MASTER FUND LTD.; OCHER ROSE, L.L.C.;
PENTWATER MERGER ARBITRAGE MASTER FUND LTD.; PWCM MASTER FUND
LTD.; REDWOOD MASTER FUND, LTD.; BANK OF NEW YORK MELLON; OFFICIAL
COMMITTEE OF UNSECURED CREDITORS; ASSURED GUARANTY CORP.; ASSURED
GUARANTY MUNICIPAL CORP.; OFFICIAL COMMITTEE OF RETIRED EMPLOYEES;
NATIONAL PUBLIC FINANCE GUARANTEE CORP.; FINANCIAL GUARANTY
INSURANCE COMPANY; AMERINATIONAL COMMUNITY SERVICES, LLC, as servicer
for the GDB Debt Recovery Authority; CANTOR-KATZ COLLATERAL MONITOR LLC, as
Collateral Monitor for GDB Debt Recovery Authority; ATLANTIC MEDICAL CENTER, INC.;
CAMUY HEALTH SERVICES, INC.; CENTRO DE SALUD FAMILIAR DR. JULIO
PALMIERI FERRI, INC.; CIALES PRIMARY HEALTH CARE SERVICES, INC.; CORP. DE
SERV. MEDICOS PRIMARIOS Y PREVENCION DE HATILLO, INC.; COSTA SALUD,
INC.; CENTRO DE SALUD DE LARES, INC.; CENTRO DE SERVICIOS PRIMARIOS DE
SALUD DE PATILLAS, INC.; HOSPITAL GENERAL CASTANER, INC.; GNMA & US
GOVERNMENT TARGET MATURITY FUND FOR PUERTO RICO RESIDENTS, INC.,
f/k/a Puerto Rico GNMA & U.S. Government Target Maturity Fund, Inc.; MORTGAGE-
BACKED & US GOVERNMENT SECURITIES FUND FOR PUERTO RICO RESIDENTS,
INC., f/k/a Puerto Rico Mortgage-Backed & U.S. Government Securities Fund, Inc.; PUERTO
RICO RESIDENTS BOND FUND I, f/k/a Puerto Rico Investors Bond Fund I; PUERTO RICO
RESIDENTS TAX-FREE FUND, INC., f/k/a Puerto Rico Investors Tax-Free Fund, Inc.;
PUERTO RICO RESIDENTS TAX-FREE FUND II, INC., f/k/a Puerto Rico Investors Tax-Free
Fund II, Inc.; PUERTO RICO RESIDENTS TAX-FREE FUND III, INC., f/k/a Puerto Rico
Investors Tax-Free Fund III, Inc.; PUERTO RICO RESIDENTS TAX-FREE FUND IV, INC.,
f/k/a Puerto Rico Investors Tax-Free Fund IV, Inc.; PUERTO RICO RESIDENTS TAX-FREE
FUND V, INC., f/k/a Puerto Rico Investors Tax-Free Fund V, Inc.; PUERTO RICO
RESIDENTS TAX-FREE FUND VI, INC., f/k/a Puerto Rico Investors Tax-Free Fund VI, Inc.;
TAX-FREE FIXED INCOME FUND FOR PUERTO RICO RESIDENTS, INC., f/k/a Puerto
Rico Fixed Income Fund, Inc.; TAX-FREE FIXED INCOME FUND II FOR PUERTO RICO
RESIDENTS, INC., f/k/a Puerto Rico Fixed Income Fund II, Inc.; TAX-FREE FIXED INCOME
FUND III FOR PUERTO RICO RESIDENTS, INC., f/k/a Puerto Rico Fixed Income Fund III,
Inc.; TAX-FREE FIXED INCOME FUND IV FOR PUERTO RICO RESIDENTS, INC., f/k/a
Puerto Rico Fixed Income Fund IV, Inc.; TAX-FREE FIXED INCOME FUND V FOR
PUERTO RICO RESIDENTS, INC., f/k/a Puerto Rico Fixed Income Fund V, Inc.; TAX-FREE
FIXED INCOME FUND VI FOR PUERTO RICO RESIDENTS, INC., f/k/a Puerto Rico Fixed
Income Fund VI, Inc.; TAX FREE FUND FOR PUERTO RICO RESIDENTS, INC., f/k/a Tax-
Free Puerto Rico Fund, Inc.; TAX FREE FUND II FOR PUERTO RICO RESIDENTS, INC.,
f/k/a Tax-Free Puerto Rico Fund II, Inc.; TAX-FREE HIGH GRADE PORTFOLIO BOND
FUND FOR PUERTO RICO RESIDENTS, INC., f/k/a Puerto Rico AAA Portfolio Bond Fund,
Inc.; TAX-FREE HIGH GRADE PORTFOLIO BOND FUND II FOR PUERTO RICO
RESIDENTS, INC., f/k/a Puerto Rico AAA Portfolio Bond Fund II, Inc.; TAX-FREE HIGH
GRADE PORTFOLIO TARGET MATURITY FUND FOR PUERTO RICO RESIDENTS,
INC., f/k/a Puerto Rico AAA Portfolio Target Maturity Fund, Inc.; TAX FREE TARGET
MATURITY FUND FOR PUERTO RICO RESIDENTS, INC., f/k/a Tax-Free Puerto Rico
Target Maturity Fund, Inc.; UBS IRA SELECT GROWTH & INCOME PUERTO RICO FUND;
SERVICIOS INTEGRALES EN LA MONTANA (SIM),
Creditors - Appellees.
UNITED STATES,
Respondent - Appellee.
On Appeal from the United States District Court
For The District of Puerto Rico (Case No. 17-3283-LTS)
URGENT MOTION FOR STAY PENDING APPEAL
Jessica E. Méndez Colberg (1st Cir. # 1185272)

Counsel of Record
Rolando Emmanuelli Jiménez (1st Cir. #7707)
Bufete Emmanuelli, C.S.P.
P.O. Box 10779, Ponce, PR 00732
787-848-0666
jessica@ emmanuelli.law
rolando@emmanuelli.law
Counsel for Objectors - Appellants
TO THE HONORABLE COURT OF APPEALS:
COME NOW, Appellants, Federación de Maestros de Puerto Rico, Inc.;
Grupo Magisterial Educadores(as) por la Democracia, Unidad, Cambio, Militancia
y Organización Sindical, Inc., and Unión Nacional de Educadores y Trabajadores de
la Educación, Inc., (collectively as the “Teachers’ Associations”), and hereby move
for expedited consideration of this appeal and to establish a briefing schedule.
INTRODUCTION
As detailed in the Opening Brief, there are three teachers’ organizations
involved in this case. Federación de Maestros de Puerto Rico, Inc. (“FMPR”) is
comprised of over 2,500 active and retired teachers of the Department of Education.1
Grupo Magisterial Educadores(as) por la Democracia, Unidad, Cambio, Militancia
y Organización Sindical, Inc. (“EDUCAMOS”), represents approximately 750
affiliates, including teachers and retirees. 2 Unión Nacional de Educadores y
Trabajadores de la Educación, Inc. (“UNETE”), represents approximately 900
members within its General Chapter and the Retirees Chapter.3 Collectively, these
groups make up a collaborative entity known as Frente Amplio en Defensa de la
Educación Pública (“FADEP”). For the purpose of the instant appeal, the FADEP
will be referred to as the Teachers’ Associations. The approximately 4,150 members
1
See Declaration of Mercedes Martinez Padilla at JA-1093.
2
See Declaration of Migdalia Santiago Negrón at JA-1101.
3
See Declaration of Liza Fournier Córdova at JA-1097.
1
of the Teachers’ Associations are employees and retirees of the Commonwealth and
participants of the Teacher’s Retirement System (“TRS”). As parties in interest and
creditors, they will be severely affected this case for decades to come. Nonetheless,
they do not appear only for the sake of their members but also for the nearly 20,000
teachers who may or may not be affiliated to them.
While the Teachers’ Associations have already presented their Opening Brief
and obtained this Court’s leave for an expedited appeal, it is imperative that the
District Court’s judgment confirming the plan is stayed, if any party hopes to be
meaningfully heard by this Court and exercise their appellate rights. Nonetheless,
the District Court denied the stay. Therefore, the Teachers’ Associations appear
before this Court. Absent a stay, the likelihood of equitable mootness in this case
increases by the day, leaving the Teachers’ Associations and other potential
appellants with no remedy in law or politics to mend the damage.
The financial, physical, and emotional toll that the confirmation of the plan of
adjustment causes the teachers of Puerto Rico merits the careful consideration of this
Court.4 While the Teachers’ Associations understand the interests involved in the
prompt confirmation of a plan, this desire for expedite resolution should not come at
4
See, for example, Declaration of Liza Fournier Córdova at JA-1098 (“This situation has affected
my emotional and mental health. I have problems to sleep at night. Due to all the stress, I suffered
during the past months related to the uncertainty of my retirement and the loss of income, I had a
heart attack on Dec 7, 2021, now I am taking 6 pills daily to control my blood pressure and
anxiety.”).
2
the cost of gross violations to applicable law and the suffering for the teachers who
will be forced to work longer for less pay and be reduced to poverty in their old age.
SUMMARY OF RELEVANT PROCEDURAL BACKGROUND

On October 26, 2021, the Ending Puerto Rico’s Bankruptcy Act, Act No. 53-
2021 (“Act 53”) was enacted. ADD-678. On November 1st, 2021, the Board filed an
urgent motion requesting a ruling on Act 53 (“Act 53 Motion”). JA-1. On November
12, 2021, the Teachers’ Associations submitted their objection to this motion.
(“Objection to Act 53 Motion”). JA-104. On December 14, 2021, the District Court
issued an order (“Memorandum Order”), JA-455, where it identified problematic
aspects of the proposed plan and required the Board to propose modifications or
show cause why the motion for confirmation should not be denied. Among the issues
identified, was the scope of proposed preemption provisions. On December 21,
2021, the Board filed a response (“Memorandum Order Response”). JA-473. On
December 23, 2021, the Teachers’ Associations filed their opposition. JA-585
(“Opposition to Response”).
On January 10, 2022, the District Court issued an order where it set out
additional modifications to be made. It also stated: “Overruled objections and the
Board’s positions as to the proper scope of preemption and the proper treatment of
Eminent Domain/Inverse Condemnation Claims are preserved for appeal.” JA-757.
On January 14, 2022, the Board filed the Modified Eighth Amended Title III
3
Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al (hereafter the
“Plan”). ADD-321. Shortly after, on January 18, 2022, the Court issued Order and
Judgment Confirming Modified Eighth Amended Title III Joint Plan of Adjustment
of the Commonwealth of Puerto Rico, the Employees Retirement System of the
Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public
Buildings Authority ADD-227 (“Confirmation Order”) and its Findings of Fact and
Conclusions of Law in Connection with Confirmation of the Modified Eighth
Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico,
the Employees Retirement System of the Government of the Commonwealth of
Puerto Rico, and the Puerto Rico Public Buildings Authority ADD-1. (“Findings of
Fact and Conclusions of Law”).
Consequently, on January 28, 2022, the Teachers’ Associations diligently
filed a Notice of Appeal. JA-720. Due to this Court’s decrees in In re Fin. Oversight
& Mgmt. Bd. for P.R. , 987 F.3d 173 (1st Cir. 2021) and Cooperativa de Ahorro y
Credito v. Fin. Oversight & Mgmt. Bd. (In re Fin. Oversight & Mgmt. Bd.) , 989
F.3d 123 (1st Cir. 2021), after conferring with counsel, on February 1st, 2022, the
Teachers’ Associations requested a stay pending appeal. (“Motion for Stay”). JA-
1051.
Pursuant to the District Court’s briefing order, on February 9, 2022, Salud
Integral de la Montaña, Inc.; Finca Matilde, Inc.; the Ad Hoc Group of Constitutional
4
Debtholders, the Lawful Constitutional Debt Coalition, the QTCB Noteholder
Group, the Ad Hoc Group of General Obligation Bondholders, Assured Guaranty
Corp. and Assured Guaranty Municipal Corp., and National Public Finance
Guarantee Corporation, Financial Guaranty Insurance Company, and Ambac
Assurance Corporation (collectively “PSA Creditors”); and the Board filed their
objections to the stay. 5 JA-1124. JA-1132. JA-1137. JA-1213. On February 15,
2022, the Teacher’s Associations filed an omnibus reply. JA-1282. Upon that date,
the issue was submitted before the District Court.
On February 22, 2022, the Teachers’ Associations filed a Motion for
Expedited Consideration and for Briefing Schedule before this Court. On February
23, 2022, the Board, and the Official Committee of Unsecured Creditors of all Puerto
Rico Title III debtors (other than COFINA and PBA)(“UCC”) filed their
oppositions. On February 24, 2022, the Teachers’ Associations filed the
corresponding reply. On February 28, 2022, this Court ordered an expedited
schedule, whereby the Teachers’ Associations’ Opening Brief would be filed on
March 1st, 2022; responses would be due within fourteen days of the initial filing;
and replies within seven days of the filing of the responses. This Court also stated
that no extension should be expected and cautioned that the schedule could be
5
Additionally, AmeriNational Community Services, LLC and the Official Committee of
Unsecured Creditors filed joinders.
5
modified if a stay were entered by the District Court or this Court.
Pursuant to the referenced order, on March 1st, 2022, the Teachers’
Associations filed their Opening Brief. Today, on March 3rd, 2022, the District
Court denied the stay.6 Therefore, the Teachers’ Associations appear again before
this Court to request a stay pending appeal, so they may preserve their appellate
rights and see this case through.
STANDARD OF REVIEW
Pursuant to the Bankruptcy and Appellate Rules of Procedure, ordinarily, a
party must move for a stay pending appeal in the court that issues the judgment. See
Fed. R. Bankr. P. 8007(a)(1)(A); Fed. R. App. P. Rule 8(a)(1)(A). Nonetheless, the
same relief may be requested in the court where the appeal is pending, if the court
below denies the motion. See Fed. R. Bankr. P. 8007(b)(2)(B); Fed. R. App. P. Rule
8(a)(2)(A)(ii). While this motion is usually considered by a panel, “in an
exceptional case in which time requirements make that procedure
impracticable, the motion may be made to and considered by a single judge.”
Fed. R. App. P. Rule 8(a)(2)(D)(emphasis added).
This Circuit has cautioned the need for a stay pending appeal of a confirmed
plan of adjustment, due to the high risk of equitable mootness. See In re Fin.
6
Exhibit 1: Opinion And Order Denying Motions For A Stay.
6
Oversight & Mgmt. Bd. for P.R. , 987 F.3d 173 (1st Cir. 2021). See, also, In re Pub.
Serv. Co., 963 F.2d 469, 473 (1st Cir. 1992).
In the evaluation of a request for a stay pending appeal, the following factors
should be considered:
(1) Whether the stay applicant has made a strong showing that [it] is
likely to succeed on the merits; (2) whether the applicant will be
irreparably injured absent a stay; (3) whether issuance of the stay will
substantially injure the other parties interested in the proceeding; and
(4) where the public interest lies. The first two factors are the most
critical. Bos. Parent Coal. for Acad. Excellence Corp. v. Sch. Comm.
of Bos., 996 F.3d 37, 44 (1st Cir. 2021) (brackets, citations and
quotation marks omitted)(emphasis added).
While it is similar to a preliminary injunction, we must account for time. A
“preliminary injunction will last until the end of the trial, often a considerable length
of time after issuance, whereas a stay pending appeal, at least in the case of an
expedited appeal, might last for a very brief interval”. Mohammed v. Reno, 309
F.3d 95, 100 f.n. 6 (2d Cir. 2002)(emphasis added). Therefore, it can be afforded
more flexibility.
The first factor has varied interpretations. For example, the Second Circuit has
stated that “[t]he necessary ‘level’ or ‘degree’ of possibility of success will vary
according to the court's assessment of the other stay factors.” Mohammed, 309
F.3d at 100-01 (citations omitted)(emphasis added). Likewise, the Ninth Circuit has
explained that the first two factors form a continuum that can be shown in two ways:
(1) either the applicant has shown “a strong likelihood of success on the merits and
7
a possibility of irreparable injury to the applicant,” or (2) “that serious legal
questions are raised and that the balance of hardships tips sharply in its
favor.” Stormans Inc. v. Selecky, 526 F.3d 406, 408 (9th Cir. 2008) (quotation marks,
brackets, ellipsis, and citations omitted)(emphasis in the original). See, also,
Mohammed, 309 F.3d at 100-01. While all four factors must be considered, the first
two factors carry the most weight. Of course, “[t]he minimum threshold showing for
a stay pending appeal requires that irreparable injury is likely to occur during the
period before the appeal is likely to be decided.” See Lado v. Wolf, 952 F.3d 999,
1007 (9th Cir. 2020)(emphasis added). “Where, as here, the denial of a stay will
utterly destroy the status quo, irreparably harming appellants, but the granting of
a stay will cause relatively slight harm to appellee, appellants need not show an
absolute probability of success in order to be entitled to a stay.” Providence Journal
Co. v. FBI, 595 F.2d 889, 890 (1st Cir. 1979)(emphasis added).
ARGUMENT
I. THE PROPOSED APPEAL IS LIKELY TO SUCCEED.
As argued in great detail in the Opening Brief,7 this appeal raises serious legal
questions and the Teachers’ Associations are likely to succeed on the merits. The
District Court’s decision declares the Retirement Laws preempted without engaging
7
For a more detailed explanation on the merits of the case, please refer to the Opening Brief, as
those arguments are adopted herein by reference.
8
in a preemption analysis.8 The same is true of the District Court’s order denying the
stay, where it did not discuss the preemption doctrine.9 That alone should be reason
enough to vacate. See, for example, Pacific Gas & Elec. Co. v. California ex rel.
Cal. Dep’t of Toxic Substances Control, 350 F.3d 932, 937 (9th Cir. 2003).
Nonetheless, under the appropriate analysis, it is clear that the Retirement Laws were
not preempted because they do not conflict with PROMESA’s text. See 48 U.S.C. §
2103. Thus, they were only “preempted” due to their inconsistency with the Plan, as
the District Court notes in its denial of the stay.10 Nonetheless, the Plan does not
have the power to preempt laws in their entirety nor to amend specific provisions of
laws. The preemptive power of the Plan extends only to claims arising from laws.
See, for example, In re Fed.-Mogul Glob., 684 F.3d 355, 382 (3d Cir. 2012).
8
“Retirement Laws” refers to the relevant laws in Exhibit K: (1) Act No. 106-2017 (“Act 106”);
(2) Act No. 160-2013 (“Act 160”); and (3) Act No. 91-2004 (“Act 91”).
9
See Exhibit 1: Opinion And Order Denying Motions For A Stay.
10
Id. at 16:
PROMESA operationalizes aspects of the Plan in a manner that prevails over
inconsistent Commonwealth laws pursuant to section 4. See 48 U.S.C. § 2161(a)
(incorporating certain provisions of the Bankruptcy Code, including, inter alia,
sections 365, 944, 1123(a)(5), and 1123(b) of the Bankruptcy Code, into
PROMESA); 11 U.S.C. §§ 365(a) (authorizing the rejection of executory
contracts); 944(b) (declaring that confirmation of a plan results in the discharge of
debts); 1123(a)(5) (authorizing a plan to include “adequate means for the plan’s
implementation” notwithstanding “otherwise applicable nonbankruptcy law”);
1123(b)(2) (stating that a plan may provide for the rejection of executory contracts).
Accordingly, under certain conditions, PROMESA permits debtors to reject
contracts and discharge debts, and section 4 of PROMESA provides that the
exercise of those statutory powers provided by federal law prevails over
inconsistent territorial and state laws.
9
Moreover, even that power is not absolute. See Irving Tanning Co. v. Me.
Superintendent of Ins. (In re Irving Tanning Co.), 496 B.R. 644 (B.A.P. 1st Cir.
2013). Additionally, the District Court allowed the Board to amend existing laws
through an exhibit in the Plan, by including provisions to replace some parts of the
“preempted” laws. This is also impermissible. The Board does not have the power
to affirmatively legislate and, therefore, needed the Legislature to exercise its power
to reform the TRS. See Rosselló Nevares v. Fin. Oversight & Mgmt. (In re Fin.
Oversight & Mgmt. Bd.), 330 F. Supp. 3d 685, 701 (D.P.R. 2018).
Specifically, regarding Act 53, the District Court adopted an interpretation
that was contrary to the plain language of the text, the stated intent of the legislators
and the representations made by the Government. Act 53 conditions the issuance of
new bonds to the elimination of a specific pension cut from the Plan. However, Act
53 also contains a resolutory condition which states that it will cease to be in effect
if any pension cut is decreed or implemented in the Plan. ADD-678. The District
Court ignored the resolutory clause and adopted the Board’s opinion that pension
cuts did not affect Act 53. Additionally, it refused to address this issue in the denial
of stay.11
Based on these three erroneous findings, the District Court confirmed a Plan
that did not meet the requirements under Section 314(b) of PROMESA. See 48
11
Id. at 14.
10
U.S.C. § 2174(b). If the District Court had not incurred in those errors, it would have
undoubtedly ruled that the Plan violated law, lacked enabling legislation, and was
unfeasible. Therefore, it was not confirmable.
II. THE DENIAL OF THE REQUESTED STAY WILL RESULT IN

IRREPARABLE HARM TO THE TEACHERS’ ASSOCIATIONS.
In this case, the Teachers’ Associations stand to sustain irreparable injury in
the absence of a stay pending appeal. “Irreparable harm most often exists where a
party has no adequate remedy at law.” Charlesbank Equity Fund II, Ltd. P’ship
v. Blinds to Go, Inc., 370 F.3d 151, 162 (1st Cir. 2004)(emphasis added). Irreparable
injury “means an injury that cannot adequately be compensated for either by a
later-issued permanent injunction, after a full adjudication on the merits, or by a
later-issued damages remedy.” Rio Grande Cmty. Health Ctr., Inc. v. Rullan, 397
F.3d 56, 76 (1st Cir. 2005)(emphasis added). Some Courts have found that “where
the denial of a stay pending appeal risks mooting any appeal of significant claims of
error, the irreparable harm requirement is satisfied.” Beeman v. BGI Creditors’
Liquidating Tr. (In re BGI, Inc.), 504 B.R. 754, 763 (S.D.N.Y. 2014). “Thus, the
irreparable harm factor requires consideration of the doctrine of equitable
mootness.” Id. See, also, In re Taub, No. 08-44210-ess, 2010 Bankr. LEXIS 3458,
at *7 (Bankr. E.D.N.Y. 2010)(“Courts have found that irreparable injury may occur
in the absence of a stay when the passage of time may render the appeal
meaningless.”).
11
Without the issuance of this stay, the Teachers’ Associations’ appeal will very
likely be rendered equitably moot, due to “the need for finality in bankruptcy
proceedings and allows third parties to rely on that finality by preventing a court
from unscrambling complex bankruptcy reorganizations . . . .” Ochadleus v. City of
Detroit (In re City of Detroit), 838 F.3d 792, 798 (6th Cir. 2016). See, also, In re Fin.
Oversight & Mgmt. Bd. for P.R., 987 F.3d 173 (1st Cir. 2021).
Both the Court and Board have stated that in absence of the pension reform
that the Teachers’ Association wish to overturn, the Plan is not feasible. Therefore,
the relief requested by the Teachers’ Associations would undoubtedly unravel the
Plan if it were consummated while the appeal is pending. This denotes the extreme
likelihood that the Court will declare this case equitably moot in absence of a stay,
as it is a case of “complex reorganization where it would be impossible to
‘unscramble the eggs.’” In re Juarez, No. 0:17-bk-06277-BMW, 2019 Bankr.
LEXIS 623, at *9 (Bankr. D. Ariz. 2019)(citing In re Dyanmic Brokers, Inc., 293
B.R. 489, 494 (BAP 9th Cir. 2003)(quoting Baker & Drake, Inc. v. Pub. Serv.
Comm’n (In re Baker & Drake, Inc.),35 F.3d 1348, 1351 (9th Cir. 1994))). Were
that to occur, the Teachers’ Associations would literally be left with no remedy.
Thus, their damages are irreparable. See Charlesbank Equity Fund, 370 F.3d at 162;
Rio Grande Cmty. Health Ctr, 397 F.3d at 76.
The District Court’s Confirmation Order prevents any judicial, legislative, or
12
executive alteration to the Plan. It expressly states that “[a]t no time prior or
subsequent to the termination of the Oversight Board shall the Governor or
Legislature enact, implement, or enforce any statute, resolution, policy, or rule
reasonably likely, directly or indirectly, to impair the carrying out of the Plan’s
payment provisions, covenants, and other obligations.” ADD-311. Moreover, the
Confirmation Order decrees that “[t]he Government of Puerto Rico, shall not enact
any statute, resolution, policy, or rule that would repeal, change, or negate any law
currently existing that authorizes debt issued pursuant to the Plan . . . .” ADD-311.
Additionally, the Plan binds the Government from making changes to the pension
system for ten years, unless, after the Oversight Board is terminated, it makes the
corresponding request to the Title III Court and make an onerous showing. ADD-
500.
Clearly, the hopes of the Teachers’ Associations hinge on this appeal and,
without a stay, their right to review is infringed. This is only remedy in law
remaining. Under these circumstances, the denial of the stay and the loss of
opportunity to appeal is tantamount to a constitutional due process violation. See
Mathews v. Eldrige, 424 U.S. 319 (1976).12 The particularities of this case warrant
the stay.
12
The Teacher’s Associations reserve the right to further argue this because “[t]he fundamental
requirement of due process is the opportunity to be heard at a meaningful time and in a meaningful
manner.” Mathews, 424 U.S. at 333.
13
Moreover, the Effective Date of the Plan has been projected for March 15,
2022, while the Board along with the Government have been zealously working
towards that date,13 which makes the consummation of the Plan before the resolution
of this appeal extremely likely. The Board has already certified the necessary budget
appropriations to expedite the disbursement of payment of billions of dollars
according to the Plan14 and appears to be on track to meet the March 15 target date.
The Teachers’ Associations have exhausted all their other legal options to avoid the
damage caused by the Plan and preserve their pension rights. However, their efforts
were rendered futile by the Confirmation Order.
The potential equitable mootness of the appeal condemns teachers to retire in
poverty and misery. In terms of the pecuniary aspect, the Plan radically changes the
nature of the TRS, from defined benefits to one of defined contributions, creating
uncertainty for active participants who signed on to the Department of Education
with the promise of full pension benefits. Additionally, it substantially cuts monthly
pension benefits between hundreds and thousands of dollars, reducing their
13
See Exhibit 2: FOMB letter to Governor on Claims Reconciliation; Exhibit 3: Informative
Motion Regarding Tax Exempt Status of New Bonds; Exhibit 4: Informative Motion Regarding
Status of Plan Implementation.
14
See Robert Slavin, Puerto Rico board bypasses legislators, approves debt payments, THE BOND
BUYER (February 23, 2022)(available at https://www.bondbuyer.com/news/puerto-rico-board-
bypasses-legislators-approves-debt-payments).
14
retirement income to poverty levels.15 From a pension of 75% of the average their
thirty six highest monthly compensations before the effective date (“Average
Compensation”), teachers will receive a pension of 95% of 1.8% of that Average
Compensation multiplied by their years of service. ADD-548-549. This means a
substantial loss in pension benefits, in addition to an arbitrary increase in the
retirement age, regardless of accrued years of service. Additionally, practically none
of these teachers will have social security benefits,16 nor are there any health benefits
included. This has the effect of applying a cut between 35% to 40% to future
teachers’ pensions.17 Therefore, teachers will be working longer for less pay, leaving
them with poor financial, physical, and emotional health, to live out their retirement
in misery and subjected to the increases of cost of living.
Simply put, the Plan will reduce teachers to poverty and unable to provide for
themselves and their families, should they choose to remain committed to our public
school system. While we cite to individual cases, these are not isolated incidents of
injury. The Plan will affect all the teachers in the public school system, and while
their stories may differ in color, the end result is the same. Either they leave the
public school system, or they condemn themselves to poverty in their retirement.
15
See, for example Declaration of Jocelyn Villanueva Rodríguez at JA-1101 (monthly pension
will be reduced from $1,456.25 to $355.26); Declaration of Noelanie Fuentes Cardona at JA-
1104 (monthly pension will be reduced from $1,437 to $455.55).
16
See Declaration of Mercedes Martinez Padilla at JA-1091.
17
See Declaration of Miguel Rivera Gonzalez JA-1107.
15
The District Court itself attested to the panic caused by the Plan in its Findings of
Fact and Conclusions of Law. ADD-15.18
Furthermore, the Plan dismantles the TRS, eliminating the Retirement Laws
in their entirety and replacing them with a table of modifications attached as an
exhibit. This legal void, in turn, will delay or disrupt the operations of the TRS.19
Moreover, it risks the TRS’s funding, on which current retirees depend.
On the other hand, the Board’s projected effective date of March 15, 2022,
has closed the window for retirement applications. The window was open until
January 31, 2022, and left hundreds of teachers just shy of the thirty years of service
without the ability to retire with their full pension benefits. 20 Moreover, if the
pension freeze goes into effect on March 15, 2022, as the Board projects, many
teachers who have already applied for retirement will be unable to purchase the
remaining months of their service and advance their retirement.21 On that note, these
pension reforms will destabilize Puerto Rico’s education system, because not many
18
“Within the past few months in particular, government workers and retirees have written with
passion and sadness about their anxieties concerning their ability to support their families and live
in a dignified way in retirement.”
19
See Exhibit 1: Declaration of Mercedes Martinez Padilla ¶ 6; Exhibit 2: Declaration of Migdalia
Santiago Negrón ¶ 6; Exhibit 3: Declaration of Liza Fournier Córdova ¶ 6.
20
See Exhibit 6: Declaration of Mirnaly Berríos.
21
See Declaration of Nancy Meléndez Soberal at JA-1109 (“I didn’t apply to purchase time
because I will reach my 30 years of service in April 2022. I went to the Teachers Retirement
System on January 28, 2022, to fill out my retirement application before January 31st, 2022 as it
was established by the agency for candidates to retire on July 31, 2022. However, they told me I
can’t retire with the 75% of my salary as I planned, because the Plan of Adjustment was signed on
January 18, and I was applying after that date, even though the effective date for the freeze is
March 15, 2022.”)
16
will so choose to stay. 22 The Plan threatens to cause a stampede of thousands of
teachers resigning immediately in search for better opportunities outside the
territorial limits of the Commonwealth, leaving our Department of Education
without experienced teachers and completely unprepared to offer classes, in these
already troubled times for our students.23
While many of the interested parties are appearing in this case to case to claim
purely monetary one-time claims, the Teachers’ Associations are fighting for their
livelihoods and for the successful continuity of the public education system.
Contrary to what the District Court determined in its denial of the stay, the injury to
the Teachers’ Associations is not only pecuniary and, even those pecuniary damages,
are irreparable.24 The changes instituted in the Plan condemn over 20,000 teachers
to misery in their old age, threaten recruitment efforts and will provoke a mass
exodus of teachers from our public school system, probably contributing to
outmigration as well. When the Plan is consummated and the bondholders are
satisfied, the Teachers’ Associations are among the many that will be left to pick up
the pieces of Puerto Rico.
III. ANY POTENTIAL INJURY CAUSED TO OTHER PARTIES DOES

NOT OUTWEIGH THE NEED FOR THE REQUESTED STAY.
22
See Declaration of Jocelyn Villanueva Rodríguez at JA-1101.
23
See Declaration of Eva L. Ayala Reyes at JA-1362
24
Exhibit 5: Teachers’ Declaration at 6-7.
17
While, as we have established, the denial of the stay would cause irreparable
harm to the Teachers’ Associations and their rights, the issuance of the stay does not
cause substantial injury to the adverse parties. To begin with, the issuance of the stay
would merely preserve the status quo, which would not affect any property interests,
because the Confirmation Order is not final and the rights to disbursement declared
in the Plan are not vested. The mere delay of the Effective Date, when the debt has
gone unpaid for five years, should not be considered an injury if it leaves the parties
in the same position.
The Confirmation Order has not vested the Objecting Parties with the right to
the amounts to be disbursed in the Plan yet, and some parties are already claiming
injury based on the inability to reinvest it. Perhaps what is injured is the parties’
expectations of payment, but that potential and speculative harm cannot outweigh
the irreparable injury to the Teachers’ Associations. Moreover, this Court has
already granted an expedited briefing schedule and consideration of the appeal,
though the adverse parties opposed it. Wherefore, the delay will not be substantial.
Additionally, the projected effective date of March 15, 2022, is not a deadline
but an aspiration. The Plan itself does not define Effective Date as a point in time
but as a concept that cannot accrue until its conditions are met. ADD-184-188.
Therefore, the date is not set in stone, but the Board and AAFAF are working
tirelessly to meet that target date and effectively moot this appeal.
18
IV. THE PUBLIC INTEREST IS NOT DISSERVED BY THE

REQUESTED STAY.
Lastly, the public interest factor does not tip the scales against the issuance of
a stay in this case. The consummation of the Plan is a blow to the democratic powers
of the Commonwealth government and the livelihood of thousands of present and
future teachers and retirees who make up the public education system, not to mention
countless other workers and individuals.
Any arguments that focus on the delay of the Commonwealth’s exit from Title
III proceedings should be considered within the context of the seriousness of what
the Plan represents. “[I]t is possible to go too far in the interests of expediency and
to sacrifice basic fairness in the process.” Malcolm v. Nat'l Gypsum Co., 995 F.2d
346, 354 (2d Cir. 1993). “The benefits of efficiency can never be purchased at the
cost of fairness.” Id. at 350.
The Teachers’ Associations find that the Board sees the Commonwealth’s
restructuring as a purely transactional proceeding. This goes to the crux of the merits
of the Teachers’ Associations appeal. With the imposition of the Oversight Board
on Puerto Rico, an unelected body is running the Commonwealth from purely
financial perspectives, expecting the payment of debt to solve the financial crisis,
without considering the detrimental effect of austerity measures on the financial
recovery of the Commonwealth and its People. The financial recovery of the
Commonwealth does not rely solely on its ability to pay the exorbitant unaudited
19
debt that the Board has managed to restructure through negotiation, it also depends
on the possibility of creating a healthy economy where workers and retirees are able
to sustain themselves and continue to contribute to the economy. The narrow view
of financial recovery adopted in these proceedings has led to the improper
preemption of the Retirement Laws and the impairment of democratic processes as
well as the livelihood of the individuals that will be left with a barebones government
once the Board and the creditors have taken their victory lap over the consummation
of the Plan.
The arguments raised in the proposed appeal relate to issues of great
importance for the future of the Commonwealth and its People, especially as it
relates to the impairment of their political powers and disenfranchisement. Thus,
while the Teachers’ Associations believe that public interest favors the issuance of
a stay, in the alternative, at the most, this factor can be considered neutral. See, for
example, In re Tribune Co., 477 B.R. 465, 475 (Bankr. D. Del. 2012)(where public
considerations existed on both sides —the interest of individual rights of a minority
being subjected to appellate review and the interest of swift resolution of
bankruptcy— and the factor was declared neutral). As such, if it were considered a
neutral factor, it does not weigh against the issuance of the requested stay.
CONCLUSION
In view of the foregoing, the first two factors of the standard for stay pending
20
appeal, likelihood of success and irreparable injury, weigh heavily in favor of the
Teachers’ Associations. Moreover, the third factor, potential harm to other parties,
is not enough tip the scales the scales against the stay. Moreover, the District Court’s
denial of the stay was in error and the clock is ticking against the Teachers’
Associations. Thus, they stay is warranted.
RELIEF REQUESTED
WHEREFORE, pursuant to the arguments previously stated, it is
respectfully requested from this Honorable Court to stay the implementation of the
Confirmation Order while this appeal is pending. Additionally, the Teachers’
Associations request that the consideration of this motion be expedited, pursuant to
Fed. R. App. P. Rule 8(a)(2)(D).
Dated: March 3, 2022.
Respectfully submitted,
Bufete Emmanuelli, C.S.P.

PO Box 10779
Ponce, Puerto Rico 00732
Tel.: 787-848-0666
Fax: 787-841-1435
/s/ Jessica Esther Méndez Colberg

Jessica Esther Méndez Colberg
21
1st Cir. #1185272

E-mail: jessica@emmanuelli.law
/s/Rolando Emmanuelli Jiménez

Rolando Emmanuelli Jiménez
1st Cir. #7707
E-mail: rolando@emmanuelli.law
Counsel for the Teachers’ Associations
22
CERTIFICATE OF COMPLIANCE
I hereby certify that this document complies with the word limit of Fed. R.
App. P. 27(d)(2) because it contains 5,200 words, excluding the parts of the
document exempted by Fed. R. App. P. 32(f) and accompanying documents
authorized by Fed. R. App. P. 27(a)(2)(B).
I further certify that this document complies with the typeface requirements
of Fed. R. App. P. 32(a)(5) and the type-style requirements of Fed. R. App. P.
32(a)(6) because this document has been prepared in a proportionally spaced 14-
point Times New Roman typeface using Microsoft Word.

23
CERTIFICATE OF SERVICE
I hereby certify that on this 3rd day of March 2022, I electronically filed the
foregoing motion with the Clerk of the Court for the United States Court of Appeals
for the First Circuit by using the Court’s appellate CM/ECF system, and that service
will be accomplished by the appellate CM/ECF system.

24
Case:Case:17-03283-LTS
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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO
-------------------------------------------------------------x
In re:
PROMESA
Title III
THE FINANCIAL OVERSIGHT AND
MANAGEMENT BOARD FOR PUERTO RICO,
Case No. 17-3283-LTS
as representative of
(Jointly Administered)
THE COMMONWEALTH OF PUERTO RICO
et al.,
Debtors. 1
-------------------------------------------------------------x
OPINION AND ORDER DENYING MOTIONS FOR A STAY PENDING APPEAL FILED BY (I)
FEDERACIÓN DE MAESTROS DE PUERTO RICO, INC., GRUPO MAGISTERIAL EDUCADORES(AS)
POR LA DEMOCRACIA, UNIDAD, CAMBIO, MILITANCIA Y ORGANIZACIÓN SINDICAL, INC., AND
UNIÓN NACIONAL DE EDUCADORES Y TRABAJADORES DE LA EDUCACIÓN, INC., AND
(II) COOPERATIVA DE AHORRO Y CRÉDITO ABRAHAM ROSA, COOPERATIVA DE AHORRO Y
CRÉDITO DE CIALES, COOPERATIVA DE AHORRO Y CRÉDITO DE RINCÓN, COOPERATIVA
DE AHORRO Y CRÉDITO VEGA ALTA, COOPERATIVA DE AHORRO Y CRÉDITO
DR. MANUEL ZENO GANDÍA, AND COOPERATIVA DE AHORRO Y CRÉDITO DE JUANA DÍAZ
1
The Debtors in these Title III cases, along with each Debtor’s respective bankruptcy 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 (the “Commonwealth”)
(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) 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); (iv) Puerto Rico
Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK-3567-
LTS) (Last Four Digits of Federal Tax ID: 3808); (v) Puerto Rico Electric Power
Authority (“PREPA”) (Bankruptcy Case No. 17-BK-4780-LTS) (Last Four Digits of
Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”)
(Bankruptcy Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801).
(Title III case numbers are listed as Bankruptcy Case numbers due to software
limitations).
220303 OP AND ORD RE STAY PENDING APPEAL VERSION MARCH 3, 2022 1

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APPEARANCES:
BUFETE EMMANUELLI, C.S.P. PROSKAUER ROSE LLP
By: Jessica E. Méndez-Colberg By: Martin J. Bienenstock
Rolando Emmanuelli-Jiménez Jeffrey W. Levitan
P.O. Box 10779 Ehud Barak
Ponce, Puerto Rico 00732 Eleven Times Square
New York, NY 10036
Counsel for the Federación de Maestros de
Puerto Rico, Inc.; Grupo Magisterial and
Educadores(as) por la Democracia, Unidad,
Cambio, Militancia y Organización Sindical, Paul V. Possinger
Inc.; Unión Nacional de Educadores y 70 West Madison, Suite 3800
Trabajadores de la Educación, Inc. Chicago, IL 60602
and
ALMEIDA & DÁVILA
By: Enrique M. Almeida
Timothy W. Mungovan
PO Box 191757
One International Place
San Juan, PR 00919-1757
Boston, MA 02110
Attorneys for Credit Unions
and
Michael A. Firestein
2029 Century Park East, Suite 2400
Los Angeles, CA 90067
Attorneys for the Financial Oversight and

Management Board for Puerto Rico as
representative for the Debtors
A&S LEGAL STUDIO, PSC

By: Luis F. del Valle-Emmanuelli
434 Avenida Hostos
San Juan, PR 00918
Co-Attorneys for the Financial Oversight and

Management Board for Puerto Rico as
representative for the Debtors
LAW OFFICES JOHN E. MUDD

By: John E. Mudd
P. O. BOX 194134
SAN JUAN, P.R. 00919
Counsel for Salud Integral de la Montaña, Inc.

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ISABEL FULLANA-FRATICELLI &

ASSOCS., P.S.C.
By: Isabel M. Fullana
Eduardo J. Capdevila
The Hato Rey Center Bldg.
268 Ave. Ponce de León Ste. 1002
San Juan, Puerto Rico 00918
Counsel for Finca Matilde, Inc.
G. CARLO-ALTIERI LAW OFFICES,

LLC
By: Gerardo A. Carlo
254 San Jose St., Third Floor
San Juan, Puerto Rico 00901
MORRISON & FOERSTER LLP

By: James M. Peck
Gary S. Lee
James A. Newton
Lena H. Hughes
Andrew R. Kissner
250 West 55th Street
New York, New York 10019
and
Joseph R. Palmore
2100 L Street, NW, Suite 900
Washington, D.C. 20037
Counsel for Ad Hoc Group of Constitutional

Debtholders
REICHARD & ESCALERA

By: Rafael Escalera
Sylvia M. Arizmendi
Carlos R. Rivera-Ortiz
255 Ponce de León Avenue
MCS Plaza, 10th Floor
San Juan, Puerto Rico 00917-1913
QUINN EMANUEL URQUHART &

SULLIVAN, LLP
By: Susheel Kirpalani
Daniel Salinas
Eric Kay
Zachary Russell
51 Madison Avenue, 22nd Floor

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New York, New York 10010-1603
Co-Counsel for the Lawful Constitutional Debt

Coalition
WILLKIE FARR & GALLAGHER LLP

By: Mark T. Stancil
1875 K Street, N.W.
Washington, DC 20006
Counsel for the Ad Hoc Group of General

Obligation Bondholders
CORREA-ACEVEDO & ABESADA LAW

OFFICES, PSC
By: Sergio Criado
Centro Internacional de Mercadeo, Torre II
# 90 Carr. 165, Suite 407
Guaynabo, P.R. 00968
MORGAN, LEWIS & BOCKIUS LLP

By: Kurt A. Mayr
David L. Lawton
David K. Shim
One State Street
Hartford, CT 06103-3178
and
Sabin Willett
One Federal Street
Boston, MA 02110-1726
Co-Counsel for the QTCB Noteholder Group
CASELLAS ALCOVER & BURGOS P.S.C.

By: Heriberto Burgos Pérez
Ricardo F. Casellas-Sánchez
Diana Pérez-Seda
P.O. Box 364924
San Juan, PR 00936-4924
CADWALADER, WICKERSHAM &

TAFT LLP
By: Howard R. Hawkins, Jr.
Mark C. Ellenberg
Casey J. Servais
William J. Natbony
Thomas J. Curtin

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200 Liberty Street

Counsel for Assured Guaranty Corp. and

Assured Guaranty Municipal Corp.
ADSUAR MUÑIZ GOYCO

SEDA & PÉREZ-OCHOA, P.S.C.
By: Eric Pérez-Ochoa
Luis A. Oliver-Fraticelli
208 Ponce de León Avenue, Suite 1600
San Juan, PR 00936
WEIL, GOTSHAL & MANGES LLP

By: Jonathan Polkes
Gregory Silbert
Robert Berezin
Kelly DiBlasi
Gabriel A. Morgan
767 Fifth Avenue
New York, NY 10153
Attorneys for National Public Finance

Guarantee Corp.
REXACH & PICÓ, CSP

By: Maria E. Picó
802 Ave. Fernández Juncos
San Juan PR 00907-4315
BUTLER SNOW LLP

By: Martin A. Sosland
2911 Turtle Creek Blvd., Suite 1400
Dallas, TX 75219
and
James E. Bailey III

Adam M. Langley
6075 Poplar Ave., Suite 500
Memphis, TN 38119
Counsel for Financial Guaranty Insurance

Company
FERRAIUOLI LLC
By: Roberto Cámara-Fuertes
Sonia Colón
221 Ponce de León Avenue, 5th Floor

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San Juan, PR 00917
MILBANK LLP
By: Dennis F. Dunne
Atara Miller
Grant R. Mainland
John J. Hughes, III
Jonathan Ohring
55 Hudson Yards
New York, NY 10001
Attorneys for Ambac Assurance Corporation
MCCONNELL VALDÉS LLC

By: Arturo J. García-Solá
Nayuan Zouairabani
270 Muñoz Rivera Avenue, Suite 7
Hato Rey, Puerto Rico 00918
Attorneys for AmeriNational Community

Services, LLC
CASILLAS, SANTIAGO & TORRES LLC

By: Juan J. Casillas Ayala
Israel Fernández Rodríguez
Juan C. Nieves González
Cristina B. Fernández Niggemann
PO Box 195075
San Juan, Puerto Rico 00919-5075
PAUL HASTINGS LLP

By: Luc A. Despins
Nicholas A. Bassett
G. Alexander Bongartz
200 Park Avenue
Counsel to the Official Committee of Unsecured

Creditors

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LAURA TAYLOR SWAIN, United States District Judge
Before the Court are the Teachers’ Associations’ Motion for Stay Pending Appeal
Regarding: Order and Judgment Confirming Modified Eighth Amended Title III Joint Plan of
Adjustment of the Commonwealth of Puerto Rico, the Employees Retirement System of the
Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public Buildings
Authority (Docket Entry No. 19969 in Case No. 17-3283) 2 (the “Associations Motion”), filed by
Federación de Maestros de Puerto Rico, Inc., Grupo Magisterial Educadores(as) por la
Democracia, Unidad, Cambio, Militancia y Organización Sindical, Inc., and Unión Nacional de
Educadores y Trabajadores de la Educación, Inc. (collectively, the “Associations”), and the
Credit Unions’ Joint Motion for Stay Pending Appeal of Order and Judgment Confirming
Modified Eighth Amended Title III Plan of Adjustment of the Commonwealth of Puerto Rico, et.
al. (Docket Entry No. 20035) (the “Cooperativas Motion” and, together with the Associations
Motion, the “Motions”), filed by Cooperativa de Ahorro y Crédito Abraham Rosa, Cooperativa
de Ahorro y Crédito de Ciales, Cooperativa de Ahorro y Crédito de Rincón, Cooperativa de
Ahorro y Crédito Vega Alta, Cooperativa de Ahorro y Crédito Dr. Manuel Zeno Gandía, and
Cooperativa de Ahorro y Crédito de Juana Díaz (the “Cooperativas” and, together with the
Associations, the “Movants”). The Motions each request entry of an order staying the Order and
Judgment Confirming Modified Eighth Amended Title III Joint Plan of Adjustment of the
Commonwealth of Puerto Rico, the Employees Retirement System of the Government of the
Commonwealth of Puerto Rico, and the Puerto Rico Public Buildings Authority (Docket Entry
2
All docket entry references herein are to entries in Case No. 17-3283, unless otherwise
specified.

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No. 19813) (the “Confirmation Order”), 3 pursuant to which the Court confirmed the Modified
Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al.,
(Docket Entry No. 19784) (the “Plan of Adjustment” or “Plan”), pending Movants’ respective
appeals (the “Appeals”).
Oppositions to the Motions have been filed by Salud Integral de la Montaña, Inc.
(Docket Entry Nos. 20077, 20112), Finca Matilde, Inc. (Docket Entry No. 20079), the PSA
Creditors (Docket Entry Nos. 20081, 20116), 4 and the Financial Oversight and Management
Board for Puerto Rico (the “Oversight Board”) as the sole Title III representative of the
Commonwealth of Puerto Rico (“Puerto Rico” or the “Commonwealth”) (Docket Entry No.
20085 (the “Oversight Board Response to Associations”); Docket Entry No. 20115 (the
“Oversight Board Response to Cooperativas”)). 5 Replies in further support of the Motions were
filed by the Associations (Docket Entry No. 20145) (the “Associations Reply”) on February 15,
3
The Confirmation Order incorporates by reference the Findings of Fact and Conclusions
of Law in Connection with Confirmation of the Modified Eighth Amended Title III Joint
Plan of Adjustment of the Commonwealth of Puerto Rico, the Employees Retirement
System of the Government of the Commonwealth of Puerto Rico, and the Puerto Rico
Public Buildings Authority (Docket Entry No. 19812) (the “Findings of Fact and
Conclusions of Law” or “FFCL”), entered contemporaneously with the Confirmation
Order. (See Confirmation Ord. ¶ 3.)
4
The “PSA Creditors,” as that term is defined in their opposition brief, refers collectively
to the Ad Hoc Group of Constitutional Debtholders, the Lawful Constitutional Debt
Coalition, the QTCB Noteholder Group, the Ad Hoc Group of General Obligation
Bondholders, Assured Guaranty Corp. and Assured Guaranty Municipal Corp., National
Public Finance Guarantee Corporation, Financial Guaranty Insurance Company, and
Ambac Assurance Corporation.
5
Joinders in opposition to the Motions have been filed by AmeriNational Community
Services, LLC as servicer for the GDB Debt Recovery Authority (Docket Entry Nos.
20087, 20118), and the Official Committee of Unsecured Creditors (the “UCC”) (Docket
Entry Nos. 20088, 20119).

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2022, and the Cooperativas (Docket Entry No. 20159 (the “Cooperativas Reply to Oversight
Board”) and Docket Entry No. 20161), on February 17, 2022.
The Court has considered carefully all of the arguments and submissions made in
connection with the Motions. This Court has jurisdiction of these matters pursuant to 48 U.S.C.
§ 2166. For the following reasons, the Motions are denied.
I.
BACKGROUND 6
A. The Plan of Adjustment
On January 18, 2022, the Court approved the Plan of Adjustment for the
Commonwealth, the Puerto Rico Public Buildings Authority (“PBA”), and the Employees
Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS” and,
together with the Commonwealth and PBA, the “Debtors”). The Plan, which is the culmination
of years of litigation, negotiation, and mediation, reflects negotiated resolutions of disputes with
numerous key creditor constituencies. It resolves tens of billions of dollars in debt, deals with
sixty-nine classes (not counting sub-classes) of claims including claims based on bonds, public
pension liabilities, claims stemming from various lawsuits against the Debtors, claims arising
under federal law, and many others. The Plan also includes settlements of a broad range of
disputes, including claims about the validity of bonds issued by the Commonwealth and its
instrumentalities. If the Plan is implemented, the Commonwealth’s general obligation and
6
The Court assumes general familiarity with the factual and procedural background
leading up to confirmation of the Plan of Adjustment. (See generally FFCL.) Capitalized
terms used but not defined herein have the meanings assigned to them in the FFCL or in
the Plan.

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guaranteed debt will total about $7.4 billion, which represents a substantial and meaningful
reduction of the Commonwealth’s approximately $30.5 billion of prepetition debt associated
with those borrowings. Further, implementation of the Plan will eliminate all ERS and PBA
debt. (See FFCL ¶ 206.) The Plan also preserves the accrued pension rights of Puerto Rico’s
current and former public servants and seeks to ensure the funding of ongoing pension liabilities
through the creation of a pension reserve trust. (Id. ¶ 131.) The herculean task of the
formulation of the confirmable Plan of Adjustment was accomplished with the substantial aid of
the extraordinary efforts of the team of judicial mediators who facilitated negotiations among
key stakeholders to resolve numerous complex disputes. (Id. ¶ 16.)
On May 31, 2019, the Oversight Board entered into a plan support agreement
with holders of about $3 billion of General Obligation (“GO”) and PBA Bond Claims, which
was later replaced on February 9, 2020, with an agreement encompassing over $10 billion in
Claims (the “2020 PSA”). (See id. ¶¶ 17, 19.) On June 7, 2019, the Oversight Board reached an
agreement with the Retiree Committee regarding the treatment of accrued retirement system
benefits under the Plan, as well as a plan support agreement with the American Federation of
State, County and Municipal Employees regarding the return of contributions of all public
employees to the ERS and modifications to a collective bargaining agreement pursuant to the
Plan. (See id. ¶ 18.) After further negotiations with PSA Creditors, on February 23, 2021, the
Oversight Board announced the termination of the 2020 PSA and the execution of an initial 2021
plan support agreement (the “Initial PSA”) dated February 22, 2021, between the Oversight
Board (on behalf of the Debtors), and the initial GO/PBA PSA Creditors. (See id. ¶¶ 20-23.)
Building on the progress achieved by the Initial PSA, the Oversight Board entered
into a stipulation with certain ERS bondholders on March 9, 2021 (id. ¶ 24), and a separate plan

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support agreement with the holders and insurers of bonds issued by the Puerto Rico Highways
and Transportation Authority (“HTA”) and the Puerto Rico Convention Center District Authority
(“CCDA”) on May 5, 2021 (the “HTA/CCDA PSA”). (Id. ¶ 25.) The Initial PSA was then
amended on July 12, 2021, to include the UCC, culminating in a plan support agreement that
contemplated, among other things, the reduction of Commonwealth’s debt by approximately
62%, from $90.4 billion to $34.1 billion (the “GO/PBA PSA”). (Id. ¶ 27.) The gains achieved
by the HTA/CCDA PSA and the GO/PBA PSA were further augmented when, on July 27, 2021,
the Oversight Board entered into a plan support agreement concerning the Puerto Rico
Infrastructure Financing Authority (“PRIFA”) and the claims and disputes of creditors in
connection with PRIFA (the “PRIFA PSA”). (Id. ¶ 28.) Together, these agreements were
reflected in the terms of the Plan that was ultimately confirmed by the Court.
B. Treatment of Pension Rights under the Plan
Under the Plan, retirees (who are receiving pensions or annuities) and other
participants who have accrued rights to receive future pensions or annuities in the ERS, Judiciary
Retirement System (“JRS”), or Teachers Retirement System (“TRS”) are entitled to receive their
full pension benefits on account of their allowed pension claims, subject to a “freeze” of any
existing right to accrue post-Effective Date defined benefit pension benefits and the elimination
of post-Effective Date cost of living adjustments (“COLAs”). (See Plan §§ 55.1-55.9.) For each
such class of creditors in the Plan, the Plan recognizes that all Commonwealth laws concerning
employee pension and other benefits are preempted by PROMESA to the extent they are
inconsistent with the treatment of the relevant claims under the Plan. (See Plan §§ 55.1(b),
55.2(b), 55.3(b), 55.4(b), 55.5(b), 55.6(b), 55.7(b), 55.8(c), 55.9(c).) The Plan provides that the
contractual rights of such TRS and JRS participants to accrue post-Effective Date pension are

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“deemed rejected pursuant to section 365(a) of the Bankruptcy Code.” (Plan §§ 55.8(b),
55.9(b).) For the claims of active TRS participants, the Plan provides applicable pension
benefits on account of service before May 3, 2017 (the commencement date of the
Commonwealth’s Title III case), and after May 3, 2017, on the terms set forth in Exhibit F-1 to
the Plan. (Plan § 55.9(a)(i).)
C. The Court’s Rulings Concerning Act 53-2021
Act 53-2021 (“Act 53”) was enacted by the Commonwealth to permit the issuance
of the securities contemplated by the Plan, but the authority provided by Act 53 was expressly
conditioned on elimination of a provision (the “Monthly Benefit Modification”) of the then-
existing version of the proposed Plan that would have reduced pension payments for retirees who
receive pension benefits in excess of $1500 per month. The Oversight Board eliminated the
Monthly Benefit Modification from the proposed Plan, and it requested rulings from the Court
confirming that elimination of the Monthly Benefit Modification satisfied Act 53’s conditions
and permitted the issuance of the securities pursuant to the Plan. (See Urgent Motion of the
Financial Oversight and Management Board for Puerto Rico for Order (i) Approving Form of
Notice of Rulings the Oversight Board Requests at Confirmation Hearing Regarding Act 53-
2021 and (ii) Scheduling Objection Deadline, Docket Entry No. 19002.)
Several parties objected to those proposed rulings and argued, among other
things, that the Plan’s “freeze” of pension accruals and its elimination of COLAs were
inconsistent with Act 53 and that Act 53 therefore proscribed issuance of the securities unless
those provisions were eliminated from the Plan. (See, e.g., Objection to Urgent Motion of the
Financial Oversight and Management Board for Puerto Rico for Order (i) Approving Form of
Notice of Rulings the Oversight Board Requests at Confirmation Hearing Regarding Act 53-

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2021 at Docket No. 19002 and Request to Be Heard ¶ 49, Docket Entry No. 19180 (the
“Associations Objection”) (“It would be illogical to interpret [Act 53] as if the Legislative
Assembly only intended to condition the issuance of new debt to the elimination of the Monthly
Benefit Modification and still allow the [Oversight Board] to implement a Plan of Adjustment
that imposes other cuts and freezes to pensions.”)). The Court ultimately overruled all such
objections and held that Act 53’s plain text did not prohibit the Plan’s “freeze” of pension
accruals and elimination of COLAs, and Act 53 therefore authorized the Commonwealth to issue
the bonds and contingent value instruments contemplated in the Plan. (See FFCL ¶ 90 & n. 25.)
II.
DISCUSSION
The Motions each request entry of an order staying the effectiveness of the
Confirmation Order pending resolution of Movants’ respective Appeals. In reviewing an
application for a stay pending appeal, a court must consider the following four factors:
(1) [W]hether the stay applicant has made a strong showing that [it]
is likely to succeed on the merits; (2) whether the applicant will be
irreparably injured absent a stay; (3) whether issuance of the stay
will substantially injure the other parties interested in the
proceeding; and (4) where the public interest lies.
Bos. Parent Coal. for Acad. Excellence Corp. v. Sch. Comm. of City of Bos., 996 F.3d 37, 44
(1st Cir. 2021) (quoting Hilton v. Braunskill, 481 U.S. 770, 776 (1987)). “The party requesting a
stay bears the burden of showing that the circumstances justify an exercise of that discretion.”
Nken v. Holder, 556 U.S. 418, 433–34 (2009). The first two of the applicable factors are the
“most critical.” Id. at 434-35 (“It is not enough that the chance of success on the merits be
‘better than negligible.’ . . . By the same token, simply showing some ‘possibility of irreparable
injury,’ . . . fails to satisfy the second factor.” (citations omitted)). However, “‘[t]he sine qua non

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[of the applicable standard] is whether the [movants] are likely to succeed on the merits.’”
Acevedo–García v. Vera–Monroig, 296 F.3d 13, 16 (1st Cir. 2002) (quoting Weaver v.
Henderson, 984 F.2d 11, 12 (1st Cir. 1993)).
1. Whether Movants Are Likely to Succeed on Appeal
i. Associations
The Associations Motion identifies three bases for objecting to the Confirmation
Order. First, the Associations contend that the Court erred in determining that Act 53 authorizes
the issuance of securities by the Plan. Second, the Associations argue that the Court erred in
determining that the Plan provides a basis for the preemption of certain Commonwealth statutes
that impose pension-related obligations on the Commonwealth, and that the Plan therefore
cannot freeze pension accruals under public employees’ defined benefit plans and prospectively
eliminate COLAs. Third, the Associations contend that the Plan lacks essential enabling
legislation that is required to implement a defined contribution retirement plan for those
employees.
With respect to Act 53, the plain meaning of that statute was addressed
thoroughly in the Findings of Fact and Conclusions of Law issued in connection with the
Confirmation Order, and the Court declines to repeat its analysis here. (See FFCL ¶ 90 & n. 25.)
In short, the operative provisions of Act 53 condition authority to issue securities under the Plan
on the elimination of the Monthly Benefit Modification. The Monthly Benefit Obligation was
eliminated from the version of the Plan that was ultimately confirmed. Moreover, Act 53 only
concerns accrued pension rights of pension plan participants and retirees; Act 53’s plain text is
clear that the statute does not prohibit the Plan’s defined benefit “freeze” and the prospective
elimination of COLAs. (Id.)

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As to the preemption of pension-related Commonwealth laws that provide for
continued accruals under Commonwealth defined benefit plans, the Associations contend that the
Court improperly concluded that Commonwealth laws that provide for continued accruals under
Commonwealth defined benefit plans are preempted by the confirmation of the Plan. (See
generally Assocs. Mot. ¶¶ 32-54.) The Associations argue that the Commonwealth pension laws
are not inconsistent with PROMESA or with the Plan (id. ¶¶ 38-41), and that the recognition of
the laws’ preemption in the Plan and the Confirmation Order is, in essence, an unauthorized
usurpation of the power of Puerto Rico’s legislative assembly to repeal existing laws. (Id. ¶¶ 49,
53.) The Associations argue that the Plan is thus inconsistent with Commonwealth law and is
not feasible, and that it therefore fails to meet the PROMESA requirements that a debtor “not
[be] prohibited by law from taking any action necessary to carry out the plan,” that the debtor
obtain “any legislative, regulatory, or electoral approval necessary under applicable law in order
to carry out any provision of the plan,” and that the plan be feasible. 7 48 U.S.C.A. § 2174(b)(3),
(5), (6) (Westlaw through P.L. 117-80).
The Associations’ argument that the Plan cannot preempt otherwise valid
Commonwealth laws misconceives the role of section 4 of PROMESA, which provides that the
“provisions of this chapter shall prevail over any general or specific provisions of territory law,
State law, or regulation that is inconsistent with this chapter.” 48 U.S.C.A. § 2103 (Westlaw
through P.L. 117-80). While the Associations correctly note that the Plan is not a “provision[] of
7
In a single two-sentence paragraph, the Associations also argue that the Plan violates
section 201(b)(1)(C) of PROMESA because it does not preserve adequate funding for the
public pension system. That argument was not raised by the Associations in a timely
objection prior to confirmation of the Plan, and it therefore has been forfeited. See
Iverson v. City of Bos., 452 F.3d 94, 102 (1st Cir. 2006) (“We have held, with echolalic
regularity, that theories not squarely and timely raised in the trial court cannot be pursued
for the first time on appeal.”).

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[PROMESA]” and that the text of PROMESA does not specifically speak to the validity of the
government’s pension obligations, PROMESA operationalizes aspects of the Plan in a manner
that prevails over inconsistent Commonwealth laws pursuant to section 4. See 48 U.S.C.
§ 2161(a) (incorporating certain provisions of the Bankruptcy Code, including, inter alia,
sections 365, 944, 1123(a)(5), and 1123(b) of the Bankruptcy Code, into PROMESA); 11 U.S.C.
§§ 365(a) (authorizing the rejection of executory contracts); 944(b) (declaring that confirmation
of a plan results in the discharge of debts); 1123(a)(5) (authorizing a plan to include “adequate
means for the plan’s implementation” notwithstanding “otherwise applicable nonbankruptcy
law”); 1123(b)(2) (stating that a plan may provide for the rejection of executory contracts).
Accordingly, under certain conditions, PROMESA permits debtors to reject contracts and
discharge debts, and section 4 of PROMESA provides that the exercise of those statutory powers
provided by federal law prevails over inconsistent territorial and state laws.
The Plan contemplates that any post-Effective Date rights to accrue additional
defined benefits under the TRS are rejected pursuant to the Bankruptcy Code. (See Plan
§ 55.9(b).) Prior to entry of the Confirmation Order, the Associations did not address the legal
significance of or authority for that rejection of expected future pension rights, other than to
“reserve the right to file proofs of claim on behalf of [their] members for any damages arising
from the rejection of their contractual right to pension benefits and to fully litigate such claims to
their conclusion.” (Assocs. Obj. at 30.) 8 In fact, the Associations’ objections to the Plan and
8
At the hearing concerning Act 53 and the Associations Objection, the Associations’
response to the Oversight Board’s arguments concerning rejection of pension rights did
not meaningfully address the issue either. (See Nov. 17, 2021, Hr’g Tr. 45:22-46:2
(“Finally, Your Honor, the Board also states that there is no need for the enabling
legislation, because section 365 of PROMESA allows the [rejection] of future obligations
to teachers, but here the issue is whether the Plan of Adjustment meets the enabling
legislation to implement the provisions of the Plan.”).)

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Confirmation Order appeared to agree that the pension obligations are contractual obligations
under Commonwealth law. (See Assocs. Obj. ¶ 20; Objection to Response of the Financial
Oversight and Management Board In Accordance with Order Regarding Certain Aspects of
Motion for Confirmation of Modified Eighth Amended Title III Joint Plan of Adjustment of the
Commonwealth of Puerto Rico, et al., at Docket No. 19567 (Corrected at Docket No. 19574)
¶¶ 41, 48, Docket Entry No. 19606 (stating that Asociación de Maestros de P.R. v. Sistema de
Retiro para Maestros de P.R., 190 DPR 854 (P.R. 2014) held that the alteration of pension rights
was prohibited by “Article II, Sec. 7 of the Commonwealth Constitution that bars the impairment
of contractual obligations”).)
In the Associations Reply, the Associations now contend that “there has not been
a request to reject pension obligations under Section 365 of the Bankruptcy Code pursuant to
Rule 6006 and 9014 of Bankruptcy Procedure.” (Assocs. Reply ¶ 36.) That argument ignores
the plain text of the Code and the Federal Rules of Bankruptcy Procedure, which permit a plan to
provide for the rejection of executory contracts without a separate motion. See 11 U.S.C.
§ 1123(b)(2) (stating that a plan may, “subject to section 365 of this title, provide for the
assumption, rejection, or assignment of any executory contract or unexpired lease of the debtor
not previously rejected under such section”); Fed. R. Bankr. P. 6006(a) (providing that “[a]
proceeding to assume, reject, or assign an executory contract or unexpired lease, other than as
part of a plan, is governed by Rule 9014” (emphasis added)); see also 10 Alan N. Resnick &
Henry J. Sommer, Collier on Bankruptcy ¶ 6006.01[2][a] (16th ed. 2021) (“[T]he overwhelming
majority, and better reasoned, view is that, except for assumption or rejection as part of a plan,
the trustee can manifest the intention to assume or reject an executory contract or unexpired lease
only by formal motion filed in accordance with the requirements of Rules 6006(a), 9014 and

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9013.” (emphasis added)). The Plan and the Disclosure Statement made it clear that the Plan
provides for the rejection of the Commonwealth’s contractual obligations to permit further
accruals under the TRS defined benefit plan. (See Plan § 55.9(b).) The Plan explicitly provides
for the cessation of rights to accruals under the TRS defined benefit plan. (See Plan § 55.9.)
Interested parties therefore had notice of those terms of the Debtors’ proposed plan.
Furthermore, as set forth in the FFCL, “[o]bligations arising from Commonwealth
statutes, including statutes providing employees the right to accrue pension or other retirement
benefits, give rise to claims which can be impaired and discharged pursuant to the Plan.” (FFCL
¶ 153 (citing 11 U.S.C. § 101(5)(A); Rederford v. U.S. Airways, Inc., 589 F.3d 30, 35-36 (1st
Cir. 2009); In re Fin. Oversight & Mgmt. Bd. for P.R., Case No. 17 BK 3283-LTS, 2021 WL
5024287, at *8-9 (D.P.R. Oct. 29, 2021)).) The disposition of these claims is set forth in the Plan
and Confirmation Order, and any Commonwealth obligations to recognize the further accrual of
statutory pension obligations are preempted to the extent they are inconsistent with the relevant
provisions of the Plan. Notwithstanding the Associations’ arguments to the contrary, the
foregoing treatment of pension obligations does not require reference to or use of the mechanism
for the review of Commonwealth legislation set forth in section 204(a) of PROMESA, 48 U.S.C.
§ 2144(a).
As to the Associations’ argument that enabling legislation is required to “change
the nature of the [Commonwealth’s] retirement systems” (Assocs. Mot. ¶ 66), the prospective
elimination of defined benefit accruals and cost of living adjustments are, consistent with the
preemption rationale explained above and in the Confirmation Order and FFCL, logical results of
the rejection and discharge of ongoing obligations under federal law. The establishment of
provisions detailing how such claims are to be treated and handled following the Effective Date

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is authorized by section 1123(a) of the Bankruptcy Code. See 11 U.S.C. § 1123(a)(3) (providing
that a plan “shall . . . specify the treatment of any class of claims or interests that is impaired
under the plan”); 1123(a)(5) (providing that a plan “shall . . . provide adequate means for the
plan’s implementation”).
The Associations are thus unlikely to prevail on appeal.
ii. Cooperativas
The Cooperativas assert that the Court erred in confirming the Plan over their
objection for three reasons. First, the Cooperativas argue that the impairment and discharge of
their claims arising from their purchase and ownership of bonds issued by the Debtors violates
the Takings Clause of the United States Constitution. (Cooperativas Mot. ¶¶ 8-10, 13 (“The gist
of the takings claim of the Credit Unions . . . is the government[’s] regulatory compulsion over
the Credit Unions of value impaired investments that were knowingly issued by the
Commonwealth while in insolvency. This is a per se or physical taking that cannot be erased or
discharged in a bankruptcy proceeding . . . .”).) Second, the Cooperativas argue that a discharge
of the Commonwealth’s debts is inequitable due to the Commonwealth’s alleged “dishonesty,
fraud and disregard of [its] fiduciary duties.” (Id. ¶ 14 (“Discharge, its legal principles and
factual surroundings are equitable in nature. The Order Confirming the Plan should not foster
debtor’s dishonesty and fraud.”).) Third, the Cooperativas argue that the Court’s dismissal of the
Cooperativas’ claims in the case captioned Cooperativa de Ahorro y Crédito Abraham Rosa v.
Commonwealth of Puerto Rico, Adv. Proc. No. 18-00028 (the “Cooperativas Adversary
Proceeding”) 9 is not a final and unappealable judgment, and the Court therefore should not have
9
In the Cooperativas Adversary Proceeding, the Cooperativas asserted several claims
arising from their allegations that the Commonwealth and others unlawfully induced and
compelled the Cooperativas to purchase government-issued bonds, thereby appropriating

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referenced that dismissal as a basis for rejecting the Cooperativas’ claims. (Cooperativas Mot.
¶¶ 11-13 (asserting that, due to the appeal of the dismissal of the Cooperativas Adversary
Proceeding, “the basis used by this Honorable Court to overrule the Credit Unions’ objections to
the Plan is legally contested, and subject to review”).)
The Cooperativas Motion largely reiterates the basic arguments made by the
Cooperativas in their objections to confirmation of the Plan of Adjustment and in support of their
claims in the Cooperativas Adversary Proceeding. As set forth in the FFCL, the Court
thoroughly considered and addressed the dischargeability of claims arising from the Takings
Clause that were asserted by numerous parties. (See FFCL ¶¶ 161-78.) That analysis included
consideration of the proper framework for evaluating such claims, which, in the context of
claims by bondholders, included application of the factors set forth in Penn Central Transport
Co. v. New York City, 438 U.S. 104 (1978). (See FFCL ¶¶ 172-74.) The Court determined that
all of the Penn Central factors supported the conclusion that discharge of those claims pursuant
to the Plan does not violate the Takings Clause. (See id. ¶ 174.) The Court has also already
considered and rejected the Cooperativas’ arguments that the Plan was proposed in bad faith and
that the discharge of liabilities in the Plan is precluded by the Debtors’ allegedly inequitable and
fraudulent conduct. (See id. ¶¶ 116-18, 261; Adv. Proc. Dismissal Ord. at 28-31.) The
Cooperativas have advanced no new arguments here that lead the Court to conclude that there is
more than a negligible likelihood that the Cooperativas will prevail on appeal with respect to
those arguments.
the Cooperativas’ capital reserves in violation of constitutional, statutory, and common

law duties. See Cooperativa de Ahorro y Crédito Abraham Rosa v. Commonwealth of
Puerto Rico (In re Fin. Oversight & Mgmt. Bd. for P.R.), Case No. 17 BK 3283 (LTS),
2021 WL 7162427 (D.P.R. Dec. 27, 2021) (“Adversary Proceeding Dismissal Order”).

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Finally, the Cooperativas’ argument concerning the Court’s reference to the
Adversary Proceeding Dismissal Order is unavailing. In the Cooperativas Adversary
Proceeding, the Cooperativas argued that their claims against the Debtors could not be
discharged. In the Adversary Proceeding Dismissal Order, the Court concluded that those
arguments were without merit, and the Court properly incorporated the reasoning set forth in that
order into the FFCL “to the extent [the Cooperativas’ objection to confirmation of the Plan]
incorporates the allegations set forth in their adversary complaint.” (FFCL ¶ 162 n.36.) While
the Cooperativas contend that the Court erred in dismissing the Cooperativas Adversary
Proceeding, the Court issued a thorough and reasoned opinion concerning the alleged merits of
those claims, and the Cooperativas’ generalized and conclusory assertions of errors all either lack
legal or factual support or merely reiterate arguments considered and rejected by the Court. (See
Cooperativas Mot. ¶¶ 12.a (asserting that the allegations in the Cooperativas Adversary
Proceeding were “more than plausible” and the Court should have allowed litigation to continue
through discovery); 12.b (asserting that the Cooperativas’ complaint included “various factual
averments” of the Commonwealth’s knowing misrepresentations); 12.c (asserting that statutes of
limitations were tolled by “plaintiffs’ written communications” that would be “produc[ed] . . .
during an ordinary discovery proceeding”); 12.d (asserting that the Court’s conclusion that
plaintiffs failed to plead coercion “erroneously adjudicated factual disputes”); 12.e (asserting that
the Court’s “premature determination . . . undermines . . . constitutional checks and balances”
and intimating that the Court “den[ied] the plaintiffs their constitutional right to ask the
government to redress grievances” to hide “inconvenient truths” about government misconduct).
The fact that the Cooperativas disagree with and have appealed the Court’s determination does
not in and of itself improve their chance of success on the merits of their appeal, nor does the

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pending appeal render wrongful the Court’s reliance on its reasoning as set forth in the
Cooperativas Dismissal Order.
Accordingly, neither the Cooperativas nor the Associations have demonstrated
that there is a better than negligible chance that their respective Appeals will succeed on the
merits, and this factor therefore weighs against granting their Motions.
2. Whether Movants Have Established Irreparable Injury
Movants contend that the irreparable injury requirement for granting a stay
pending appeal is satisfied here because, absent a stay, their appeals are likely to be determined
to be equitably moot. (Assocs. Mot. ¶ 77; Cooperativas Mot. ¶ 20.) The Associations further
assert that implementation of the Plan will result in unspecified “chaos and disarray,” cause an
“exodus of teachers from the public school system,” and result in materially smaller pensions
that will make it difficult for teachers to support themselves. (Assocs. Mot. ¶¶ 84-85, 86, 87.)
They also contend that the teachers who have already applied to retire will be “excluded from
opting to purchase the remaining months of their service and advance their retirement.” 10 (Id.
¶ 85.) Furthermore, the Cooperativas argue that the absence of a stay pending appeal will
“expose[] them and their members to the irreparable harm of financial and regulatory distress
caused by the bankrupt government in contravention to the duties that same government has to
safeguard the credit unions and their members.” (Cooperativas Mot. ¶ 17.)
Movants’ primary claim of irreparable harm arising from implementation of the
10
In an informative motion filed after the Oversight Board Response to Associations, the
Oversight Board stated that it “agrees that people who applied for retirement by the
January 31, 2022 deadline may apply to purchase service credit until the freeze date and
receive the benefits of such purchased credit when they retire at the end of the current
semester.” (Informative Motion of Financial Oversight and Management Board
Regarding Status of Plan Implementation ¶ 17, Docket Entry No. 20165.)

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Plan is pecuniary in nature; the Associations and the Cooperativas argue that the claims of
teachers (for pension benefits) and credit unions (for damages arising from their purchases of
government bonds) 11 should not be impaired and discharged by the Plan. Such grievances are
clearly remediable through payment of money and therefore do not, in and of themselves,
support a finding of irreparable harm arising from implementation of the Plan. See CoxCom,
Inc. v. Chaffee, 536 F.3d 101, 112 (1st Cir. 2008). To circumvent that issue, Movants contend
that the impact of implementation of the Plan constitutes irreparable harm because the Appeals
are likely to be determined by the First Circuit to be equitably moot absent imposition of a stay,
thereby preventing Movants from being made whole if they prevail in the Appeals. Neither the
Associations Motion nor the Cooperativas Motion, however, provide substantial analysis of the
application of the doctrine of equitable mootness to their appeals. (See, e.g., Assocs. Mot. ¶ 77
(asserting, with no further explanation, that “the lack of a stay will likely render the Teachers’
Associations’ appeal equitably moot, pursuant to the First Circuit’s recent decisions” (citing
Pinto-Lugo v. Fin. Oversight & Mgmt. Bd. for P.R (In re Fin. Oversight & Mgmt. Bd. for P.R.),
987 F.3d 173 (1st Cir. 2021) (“Pinto-Lugo”); Cooperativa de Ahorro y Credito Dr. Manuel Zeno
Gandia v. Fin. Oversight & Mgmt. Bd. (In re Fin. Oversight & Mgmt. Bd.), 989 F.3d 123 (1st
Cir. 2021) (“Cooperativa de Ahorro y Credito Dr. Manuel Zeno Gandia”)); Cooperativas Mot.
¶¶ 20-21 (noting “the risk” of mootness and citing, inter alia, Cooperativa de Ahorro y Credito
11
The Cooperativas’ allegations of “financial and regulatory distress” in the event of
implementation of the Plan, which provides for less than full payment of the
Cooperativas’ bond claims, is not stayed are not factually supported in the Cooperativas
Motion. The Debtors have not been making payments on account of any government
bonds held by the Cooperativas during the course of these Title III cases; accordingly,
there is no apparent basis to conclude that staying implementation of the Plan (and
prolonging complete non-payment of bond obligations) would protect or improve the
Cooperativas’ financial or regulatory condition.

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Dr. Manuel Zeno Gandia, 989 F.3d 123).) Furthermore, the brief discussion of equitable
mootness in the Associations Reply (see Assocs. Reply ¶¶ 77-79) does not include any reference
to First Circuit case law, and instead cites most substantially to case law from the Sixth Circuit
applying an equitable mootness test that appears materially different than the one applicable in
this Circuit, with no discussion of the apparent discrepancy. Compare Ochadleus v. City of
Detroit (In re City of Detroit), 838 F.3d 792, 798 (6th Cir. 2016) (stating that the first equitable
mootness factor is “whether a stay has been obtained”) with Pinto-Lugo, 987 F.3d at 180 (stating
that the first equitable mootness factor is “whether the appellant pursued with diligence all
available remedies to obtain a stay of execution of the objectionable order”).
That discrepancy may well be significant here because, while the First Circuit
denied certain appeals of this Court’s confirmation of a plan of adjustment for the Puerto Rico
Sales Tax Financing Corporation (“COFINA”) on the basis of equitable mootness, the
procedural history and facts of those cases showed a pervasive failure of the appellants to
diligently protect their rights by, among other things, seeking a stay of the confirmation order.
The First Circuit repeatedly emphasized in those cases that the appellants had failed to be
diligent in pursuing available remedies at practically every opportunity. See Pinto-Lugo, 987
F.3d at 183-85 (“The Pinto-Lugo objectors . . . have done anything but diligently seek to prevent
third parties from building reliance interests in the confirmation of the Plan. . . . Like the Pinto-
Lugo objectors, the Elliott objectors failed to object to the waiver of the automatic stay of
confirmation, did not seek any stay pending appeal, neither sought to expedite the appeal nor
objected to requests for extension, and in fact sought to extend the briefing schedule
themselves.”); Cooperativa de Ahorro y Credito Dr. Manuel Zeno Gandia, 989 F.3d at 130
(“[Appellants] were anything but diligent in seeking to obtain a stay or prevent delay. They

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failed to object to the waiver of the automatic stay of confirmation, to seek any stay pending
appeal, to request to expedite the appeal, or to object to requests for extension. In fact, on
multiple occasions the [Cooperativas] sought to extend the briefing schedule themselves.”). That
does not appear to be the case here, but Movants have not put forward any explanation of why
their apparent diligence would not materially distinguish their Appeals from the appeals with
respect to the COFINA plan of adjustment.
The Cooperativas also contend that, even after the Effective Date of the Plan, the
Commonwealth will retain sufficient cash and capacity in its fiscal plan so as to be able to pay
the Cooperativas’ claims in the event that they prevail on their Appeal. (See Cooperativas Mot.
¶ 23 & n.3 (“The evidence submitted and argued by the Oversight Board showed that there is a
remaining cash of $532 million on the effective date of the plan, which would enable the
Commonwealth to sustain feasibility in the event of a non-dischargeability determination by any
appellate court of the taking claimants’ claims.”).) That assertion, if true, may aid the
Cooperativas in establishing that success on appeal would not require the unwinding of complex
transactions or otherwise affect reliance interests created by confirmation and implementation of
the Plan. Cf. Deutsche Bank AG v. Metromedia Fiber Network, Inc. (In re Metromedia Fiber
Network, Inc.), 416 F.3d 136, 144 (2d Cir. 2005) (“If a stay was sought, we will provide relief if
it is at all feasible, that is, unless relief would ‘knock the props out from under the authorization
for every transaction that has taken place and create an unmanageable, uncontrollable situation
for the Bankruptcy Court.’”); Varela v. Dynamic Brokers, Inc. (In re Dynamic Brokers, Inc.),
293 B.R. 489, 494 (B.A.P. 9th Cir. 2003) (“Even assuming that debtor’s plan is substantially
consummated, debtor has not demonstrated that we cannot provide effective relief if the
confirmation order were to be reversed. . . . [The] debtor [does not] assert that the plan would be

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infeasible if it were required to pay Varela.”).
In the near-total absence of any discussion of these issues by the parties, it
suffices to say that Movants have relied upon the prospect of equitable mootness as a basis for
finding that denial of the Motions presents an “actual and imminent” risk of irreparable injury,
P.R. Asphalt, LLC v. Betteroads Asphalt, LLC, Civ. No. 19-1661 (ADC), 2020 WL 698249, at
*7 (D.P.R. Feb. 11, 2020), without providing any reasoned analysis as to why the doctrine would
apply. It is Movants’ burden to demonstrate that there is more than “some possibility of
irreparable injury,” Nken, 556 U.S. at 434, and their failure to do so, in combination with their
low probability of success on the merits, counsels strongly against imposing the “extraordinary
remedy” that they have requested. MEDSCI Diagnostics, Inc. v. State Ins. Fund Corp. (In re
MEDSCI Diagnostics, Inc.), Adv. No. 10-0094, 2011 WL 280866, at *3 (Bankr. D.P.R. Jan. 25,
2011); Charlesbank Equity Fund II v. Blinds To Go, Inc., 370 F.3d 151, 162 (1st Cir. 2004) (“A
finding of irreparable harm must be grounded on something more than conjecture, surmise, or a
party’s unsubstantiated fears of what the future may have in store.”).
Because it is Movants’ burden to demonstrate the basis for imposing the
“extraordinary remedy” of a stay pending appeal, In re MEDSCI Diagnostics, Inc., 2011 WL
280866, at *3, their failure to put flesh on their analysis of the probability and effect of equitable
mootness provides the Court with no grounds upon which to determine there is more than “some
possibility of irreparable injury” in the absence of a stay. Nken, 556 U.S. at 434.
3. Whether Granting the Stay Will Substantially Injure Other Interested Parties
Regarding the effect of a stay on other interested parties, the Cooperativas argue
that the Debtors and other creditors would not be affected by a stay, “especially considering that
preservation of the rights and claims” of the Cooperativas in the Cooperativas Adversary

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Proceeding, their proof of claim, and any financial contingency required for that preservation,
“entails a minimal amount (not even reaching seven tenths of one percent) when compared to”
the Plan’s scope. (Cooperativas Mot. ¶ 22; see also Assocs. Mot. ¶ 88.) The Cooperativas argue
that the Oversight Board has already admitted that making takings claims non-dischargeable
would not render the plan infeasible, given the availability of $532 million in remaining cash
after making disbursements under the Plan (Cooperativas Mot. ¶ 23 & n.3), and that the Debtors’
financial and operational condition would not be affected by a stay (which would simply extend
the financial condition of the Commonwealth that has been in place since 2017). (Id. ¶ 24.) As
the Associations put it, “the issuance of the stay would merely preserve the status quo, which
would not affect any interests involved here because the Confirmation Order is not final and the
rights in the Plan are not vested.” (Assocs. Mot. ¶ 89.) The Associations add that the appellate
procedure may be expedited upon request, and “the First Circuit has cautioned that a stay
pending appeal is indispensable for that to progress.” (Id.)
Movants’ interests are, however, outweighed by the potential harm resulting from
a delay in the effective date, which could, at the very worst, undermine the Plan and cause it to
unravel, undoing five years of extensive negotiations, because each day the effective date is
delayed, the probability increases that opponents of the restructuring will seek new legislation to
undermine it, and there is less ground for certainty that the supporting parties will further extend
key deadlines. ACC Bondholder Grp. v. Adelphia Commc’ns Corp. (In re Adelphia Commc’ns
Corp.), 361 B.R. 337, 354 (S.D.N.Y. 2007) (“[T]here are additional harms that are substantial
but not easily quantifiable, such as the risk that the Plan will fall apart and that the parties will
fail to reach a new agreement given the uncertainty associated with what could be a [several]-
month stay.”); In re Sabine Oil & Gas Corp., 548 B.R. 674, 683 (Bankr. S.D.N.Y. 2016)

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(“Courts have recognized numerous harms resulting from the postponement of reorganization
proceedings, including . . . placing plan settlements in jeopardy[.]”) 12 (See Oversight Bd. Resp.
to Assocs. ¶ 59; Oversight Bd. Resp. to Cooperativas ¶ 38.) That danger is further compounded
by the fact that several settlements underlying the Plan are conditioned on the timely occurrence
of the Plan’s effective date. (See, e.g., Docket Entry No. 20116-1 ¶ 30; Docket Entry No. 18791-
6 §§ 7.1(a)(v), 7.1(b)(viii).) Failure to permit consummation of this long-sought Plan could
condemn the Commonwealth to a prolonged and injurious search for other solutions while its
economic prospects deteriorate. To call such a risk to the Plan a potential setback would be a
gross understatement.
Even if the only consequence of the stay were a delay in the Plan’s
implementation, such a delay in the Commonwealth’s financial recovery would not be
inconsequential: preserving the “status quo” would prolong the state of emergency that the Plan
addresses and delay new investments in the Commonwealth and the access of the
Commonwealth to capital markets, stunting economic growth for as long as appeals remained
pending. (Oversight Bd. Resp. to Assocs. ¶ 60; Oversight Bd. Resp. to Cooperativas ¶ 39.)
As to other creditors, the Cooperativas argue that there is no risk that the Debtors
will deplete or lose any sources of payment under the Plan if a stay is imposed pending appeal,
and that the payments to be paid in cash are already segregated from the Debtors’ operational
12
Most of the other risks identified in In re Sabine Oil & Gas Corp. are also at play here.
These include “lost strategic opportunities,” “incurrence of administrative and
professional expenses,” and “exposing the equity to be granted to non-moving creditors
to market volatility and other risks.” 548 B.R. at 683.

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accounts, with remaining payments to be made through the issuance of newly authorized bonds,
none of which would be affected by a stay. (Cooperativas Mot. ¶ 24.) 13
The fact remains, however, that a stay would delay the distribution of about $10.8
billion to creditors and the debt instruments that will replace the currently-outstanding bonds,
causing creditors to lose the opportunity to earn investment income on cash that would otherwise
be distributed to them under the Plan, and accruals of income on the new instruments. (See
Docket Entry No. 20085-1 ¶ 7.) The sheer amount of expected interest at stake in any further
delay is sufficient to outweigh the benefit gained by Movants from a stay of the entire Plan
pending appeal. See In re Efron, 535 B.R. 516, 520 (Bankr. D.P.R. 2014) (“Delay caused to
creditors receiving their payment is also a significant harm warranting denial of a stay.”)
(quoting In re Public Serv. Co., 116 B.R. 347, 350 (Bankr. D.N.H. 1990); see also In re Adelphia
Commc’ns Corp., 361 B.R. at 342 (noting the “weighty interest[]” of “the right of the majority of
creditors to receive their distributions.”); In re Great Barrington Fair & Amusement, Inc., 53
B.R. 237, 240 (Bankr. D. Mass. 1985) (“The chief harm which will be caused by a stay is the
delay which will be suffered by the other creditors.”). That it has taken five years from the date
of the Debtors’ petition for them to be in a position to pay financial creditors accentuates (rather
than minimizes) the harm of additional delay: the Debtors, the other creditors, and the people of
Puerto Rico have suffered long enough. 14
13
The Associations also reiterate their argument that the Plan depends on enabling
legislation as a sort of condition precedent to the viability of the effective date, and since
the Plan lacks enabling legislation for changes to the TRS, the effective date should be
stalled on that basis. (Assocs. Mot. ¶¶ 3, 5, 12, 16-17, 20, 25, 41, 44, 64-73, 90. See also
Docket Entry Nos. 19969-1 ¶ 6; 19969-2 ¶ 6; 19969-3 ¶ 6.) In light of this Court’s
determination under the first factor, however, this argument is unpersuasive.
14
The burden that a stay would impose on the Debtors and other creditors would be further
magnified, as the PSA Creditors rightly point out (Docket Entry No. 20116 ¶ 2), by
causing delays to the Title VI restructurings of the Puerto Rico Convention Center

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Although it is unnecessary to determine whether a supersedeas bond would be
appropriate because Movants have failed to carry their burden of demonstrating that a stay is
justified, the harm that would be suffered by the Debtors and other creditors in the event of a stay
is underscored by the magnitude of the potential losses—running into hundreds of millions of
dollars—that would have to be covered by an appellate bond. In re Adelphia Commc’ns Corp.,
361 B.R. at 368; see also Triple Net Invs. IX, LP v. DJK Residential, LLC (In re DJK
Residential, LLC), 2008 WL 650389, at *5 (S.D.N.Y. Mar. 7, 2008).
As the Debtors’ experts have indicated in their declarations, based on the
conservative assumption that an appeal would be resolved quickly, the value of a bond would
have to cover (i) tens of millions of dollars in additional pension liability to active TRS and JRS
participants if the Plan’s implementation is delayed (Docket Entry No. 20085-2 ¶ 23); (ii)
millions of dollars in administrative fees owed to professionals, who would be retained beyond
the projected effective date until the Plan’s implementation (see, e.g., Oversight Bd. Resp. to
Assocs. ¶ 72 & n.22 (basing estimate on recent past fee applications)); (iii) the net loss to the
Pension Reserve Trust (“PRT”) which, in the event of a delayed effective date beyond June 30,
2022, would result in a total reduction of the PRT’s funding over ten years by $960 million (see
Docket Entry No. 20085-1 ¶¶ 18-20); and (iv) the net deprivation to creditors of interest
District Authority and the Puerto Rico Infrastructure Financing Authority, because those
restructurings cannot become effective until the effective date of the Plan. (See Findings
of Fact, Conclusions of Law, and Order Approving Qualifying Modification for the
Puerto Rico Infrastructure Financing Authority Pursuant to Section 601(M)(1)(D) of the
Puerto Rico Oversight, Management, and Economic Stability Act § 10.1(e), Docket Entry
No. 82-1 in Civ. Case No. 21-1492 (LTS); Findings of Fact, Conclusions of Law, and
Order Approving Qualifying Modification for the Puerto Rico Convention Center District
Authority Pursuant to Section 601(M)(1)(D) of the Puerto Rico Oversight, Management,
and Economic Stability Act § 10.1(e), Docket Entry No. 72-1 in Civ. Case No. 21-1493
(LTS).)

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payments on distributions, in the amount of approximately $45 million per month of delay. (Id.
¶ 21; see also Docket Entry No. 17628-16 at 5).
The Oversight Board argues, based on these estimates, that an appellate bond in
anticipation of a six-month stay should be set in the amount of $1.5 billion, an amount that still
would not account for the risk that delay would pose to the viability of the entire Plan. (See, e.g.,
Oversight Bd. Resp. to Assocs. ¶ 76.) Even if, as the Movants argue, the proffered declarations
and estimations are not admissible as expert testimony (see Assocs. Reply ¶¶ 127-35;
Cooperativas Reply to Oversight Bd. ¶¶ 23-24), the basic logic identifying the categories of
harms that would result from a stay, and which would factor into the calculation of potential
losses, is sound, and the Court is familiar enough with the magnitude and scope of creditors’
claims in these cases (as well as the fact that creditors have waited years to receive any recovery
on their claims) to conclude that, regardless of the precise figures, the dollar amounts involved
would be substantial.
Therefore, while it is unnecessary to impose or even determine the precise amount
of a potential bond at this juncture, considerations that would underpin the computation of a
bond demonstrate that the balance of interests tips dramatically against the Movants. 15
15
The Cooperativas argue for the first time in their reply brief that they should, in the
alternative, be afforded a stay of the effects of discharge on their claims while the appeal
is pending. (Cooperativas Reply to Oversight Bd. ¶ 44.) They argue that, because the
Oversight board admits it has $532 million in remaining cash after making the Plan’s
disbursements, the Commonwealth will have the financial capacity to pay the claims of
the Cooperativas if, after a trial on the merits, they are declared non-dischargeable. (Id.)
Not only is this argument untimely raised, their argument that the Commonwealth can
afford to pay them cuts against their request for a limited stay. Having failed to show any
irreparable harm, moreover, it is unclear what a stay would accomplish that could not
otherwise be accomplished by a successful appeal in the absence of a stay.

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4. Where the Public Interest Lies
Regarding the effect of a stay on the public interest, the Cooperativas argue that
the preservation of their claims is required for the protection of the capital and resources of
depository institutions and is thus aligned with the Commonwealth’s policy objectives of
protecting and serving citizens, particularly a constituency of over 1.3 million credit union
members and depositors who rely on the preservation of the Cooperativas’ rights and claims.
(Cooperativas Mot. ¶ 25.) They argue that protecting such rights does not impede the
formulation and confirmation of a feasible plan, and “any financial contingency resulting from
that preservation does not adversely affect third parties, as the [Cooperativas’] claims are not
material amounts as compared to the” debts adjusted under the Plan, “not even reaching seven
tenths of one percent (0.658%) of the restructured debt.” (Id. ¶ 26.)
The Associations argue that the rights of retirees are a matter of public interest
that would not be addressed absent a stay, they argue, with the consequence that the balance of
equities favors the rights of the retirees over the desire to expedite the effective date. (Assocs.
Mot. ¶ 91.) The Associations also argue that one benefit of staying the proceedings is that more
certainty can be provided concerning the terms to be implemented, allowing public officials to
prepare for any impending changes. (Id.)
These arguments fail for several reasons. First, the total values of the Movants’
interests are but satellites, dwarfed by the central interests of the public in the prompt recovery of
Puerto Rico’s economy. Any delays in implementing the widely supported Plan, which would
allow the Commonwealth to restructure tens of billions in bond debt, regain access to capital
markets more rapidly, grow economically, and create many new jobs, would be gravely
detrimental, to say nothing of the catastrophic effects that could result from unravelling the Plan
altogether.

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Second, the Movants’ attempts to cast their interests as public interests depend on
the untenable assumption that the general public’s interest in having appeals resolved outweighs
the general public’s interest in having the Plan promptly implemented. To formulate that
argument is to refute it: the groundswell of stakeholders in Puerto Rico that approved the Plan
have no interest in seeing the effective date of the Plan delayed and they only stand to suffer
from any such delay. This conclusion is underscored by the unlikelihood of the Movants’
success on appeal.
Third, in light of the Court’s conclusions regarding Movants’ unlikelihood of
success on the merits of their Appeals, it must be further concluded that the unlikely benefit of a
different outcome on appeal does not justify the imposition of a stay.
III.
CONCLUSION
For the foregoing reasons, the Motions are denied. This Opinion and Order
resolves Docket Entry Nos. 19969 and 20035 in Case No. 17-3283.
SO ORDERED.
Dated: March 3, 2022

/s/ Laura Taylor Swain
LAURA TAYLOR SWAIN
United States District Judge

BY ELECTRONIC MAIL
March 2, 2022
The Honorable Pedro Pierluisi Urrutia

Governor of Puerto Rico
RE: In re Commonwealth, Case No. 17-bk-3283: Claims Reconciliation
Dear Governor Pierluisi Urrutia,
As you are aware, the Oversight Board, together with AAFAF, has been working to reconcile the
proofs of claim filed against each of the Title III Debtors. We appreciate the significant effort and
assistance we have received from AAFAF to date. Nevertheless, we continue to experience
significant delays in obtaining thorough, detailed responses from agencies, delays which have
impeded our ability to make progress and, ultimately, prompt distributions to creditors, mostly on-
island.
At this time, there remain approximately 9,300 unreconciled general unsecured claims filed against
the Commonwealth, ERS, PBA, and HTA. As you are aware, the Court recently confirmed the
Plan of Adjustment for the Commonwealth, ERS, and PBA. The Oversight Board anticipates that
Plan will go effective on or before March 15, 2022. It is, therefore, imperative that the
reconciliation process proceed at a faster pace, so that general unsecured creditors may receive
distributions in the most timely fashion. Accordingly, due to the inability to access information,
the Oversight Board wishes to inform you of two steps we intend to take in order to ensure the
timely and efficient resolution of remaining claims.
First, the Oversight Board intends to set claims reconciliation thresholds for addressing the
remaining claims filed against the Commonwealth, ERS, and PBA as follows: (a) for claims filed
in amounts lower than $10,000, the Oversight Board will allow all such claims as filed, and (b) for
claims filed in amounts between $10,000 and $100,000, the Oversight Board shall perform a high-
level review to ensure the claim is not fraudulent or overtly baseless. In the event the Oversight
Board determines that the claim is not likely to be fraudulent or overtly baseless, the Oversight
Board will allow the claim as filed. The Oversight Board will adopt this approach in order to limit
the cost and expense of professional time expended on claims of relatively low value, and to ensure
Honorable Pierluisi Urrutia

March 2, 2022
Page 2 of 2
the speedy and efficient administration of the claims process. As you are aware, pursuant to the
Plan, funds for payment of claims allowed pursuant to this claims reconciliation threshold will
come from the General Unsecured Claims Reserve, and not from the Commonwealth’s budget.
Thus, the reconciliation process will not impact agency budgets.
Second, the Oversight Board intends to engage with creditors and, where appropriate, allow claims
regardless of whether it has received complete information from AAFAF or the Commonwealth’s
agencies and instrumentalities to enable it to fully reconcile the claim. While we appreciate
AAFAF’s hard work in assisting the claims reconciliation process, as noted, we continue to
struggle with lengthy delays in obtaining responses to information requests. Further, even when
information is provided, that information is often incomplete and requires significant additional
follow-up. We cannot allow these delays to continue to impede the claims reconciliation process.
Accordingly, if AAFAF is unable to obtain information necessary to resolve a claim within 30
days of an information request, the Oversight Board may proceed to negotiate directly with the
claimant and, where appropriate, allow claims without further discussion with or approval from
the Commonwealth’s agencies or instrumentalities.
Thank you for your ongoing assistance and cooperation. If you believe that an alternative approach
is warranted or appropriate, please advise no later than one week from the date of this letter, or
March 9, 2022.
Sincerely,
Jaime A. El Koury
General Counsel
CC: Hon. Omar Marrero Díaz

Hon. Francisco Parés Alicea
22-1080 Document: 00117848625
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IN THE UNITED STATES DISTRICT COURT

In re: PROMESA
THE FINANCIAL OVERSIGHT AND Title III

MANAGEMENT BOARD FOR PUERTO RICO, No. 17 BK 3283-LTS
as representative of (Jointly Administered)
THE COMMONWEALTH OF PUERTO RICO, THE

EMPLOYEES RETIREMENT SYSTEM OF THE
GOVERNMENT OF THE COMMONWEALTH OF
PUERTO RICO, AND THE PUERTO RICO PUBLIC
BUILDINGS AUTHORITY,
Debtors.1
INFORMATIVE MOTION OF FINANCIAL OVERSIGHT AND MANAGEMENT

BOARD REGARDING TAX-EXEMPT STATUS OF NEW GO BONDS TO BE
ISSUED PURSUANT TO THE MODIFIED EIGHTH AMENDED TITLE III JOINT
PLAN OF ADJUSTMENT OF THE COMMONWEALTH OF PUERTO RICO, ET AL.
To the Honorable United States District Judge Laura Taylor Swain:
The Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”),
as sole Title III representative of the Commonwealth of Puerto Rico (the “Commonwealth”), the
Puerto Rico Public Buildings Authority (“PBA”), and the Employees Retirement System of the
Government of the Commonwealth of Puerto Rico (“ERS,” and together with the Commonwealth
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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-BK-4780-LTS)
(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy
Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as
Bankruptcy Case numbers due to software limitations).
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and PBA, the “Debtors”) pursuant to section 315(b) of the Puerto Rico Oversight, Management,
and Economic Stability Act (“PROMESA”),2 files this Informative Motion to inform the Court of
the tax-exempt status of the New GO Bonds to be issued pursuant to Modified Eighth Amended
Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al., dated January 14,
2021 [Case No. 17-03283, ECF No. 19784] (the “Plan”),3 and states as follows:
1. On July 12, 2021, the Oversight Board, on behalf of itself and the Commonwealth,
ERS and PBA, entered into that certain Amended and Restated Plan Support Agreement (the
“GO/PBA PSA”) with the A&R PSA Creditors, as defined in the GO/PBA PSA. Sections 4.1(e)
and 4.2(d) of the GO/PBA PSA provide that each of the Oversight Board and the Commonwealth,
respectively, shall “. . . us[e] its reasonable best efforts to cause the New GO Bonds and the CVIs
to be tax-exempt to the extent permitted by law . . . .”
2. Section 4.10(c) of the GO/PBA PSA, entitled, “Tax-Exempt Treatment of the
Bonds,” and Section 74.3 of the Plan, entitled, “Tax-Exempt Treatment of the New GO Bonds,”
provide in pertinent part as follows:
. . . in the event that the Government Parties obtain a determination from the IRS
or an opinion from Section 103 Bond Counsel (collectively, a “Favorable
Determination”) that the ratio of aggregate amount of all taxable New GO Bonds
to be issued on the Effective Date (the “New Ratio”) to the total aggregate amount
of all New GO Bonds is less than thirteen percent (13%) (the “Existing Ratio”), (i)
in the event that the Favorable Determination is obtained on or prior to the Effective
Date, the holders of any Claims receiving New GO Bonds pursuant to the Plan shall
receive the benefit of such Favorable Determination in the form of tax-exempt New
GO Bonds issued pursuant to the Plan with coupons for all maturities equal to the
coupons on the tax-exempt New GO Bonds set forth on Exhibit “I” hereto, and, to
the extent that the Government Parties and the Initial GO/PBA PSA Creditors
determine during the period up to and including the Effective Date to modify the
coupons set forth on Exhibit “I” hereto, the amount of par New GO Bonds will
either increase or decrease, on a dollar-for-dollar basis, depending upon the coupon
2
PROMESA has been codified at 48 U.S.C. §§ 2101–2241.
3
Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the Plan.
2
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structure, subject to the amount of the maximum annual debt service provided for
in Exhibit “I” hereto, and any such modification being applied to creditors pro rata
on a post-application of GO/PBA PSA Restriction Fee and GO/PBA
Consummation Costs recovery basis as described in footnote 8 to Annex 2-A to
Exhibit “I” of the GO/PBA Plan Support Agreement . . . .
3. In accordance with the provisions of Section 4.10(c) of the GO/PBA PSA, as
amended pursuant to the Amendment to the Amended and Restated Plan Support Agreement,
dated as of January 30, 2022, the obligations of the Oversight Board and the Commonwealth to
use their respective reasonable best efforts to obtain tax-exempt status for the New GO Bonds and
the CVIs expired on February 28, 2022.
4. On January 18, 2022, the Court entered the Order and Judgment Confirming
Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico,
the Employees Retirement System of the Government of the Commonwealth of Puerto Rico, and
the Puerto Rico Public Buildings Authority [ECF No. 19813] (the “Confirmation Order”).
5. Following execution of the GO/PBA PSA, AAFAF, the Oversight Board and their
respective advisors have had numerous discussions, consulted with outside experts and
consultants, including representatives of the A&R PSA Creditors, and performed necessary due
diligence with respect to obtaining tax-exempt status for the New GO Bonds and CVIs.
Additionally, to the extent necessary, Commonwealth advisors met with representatives of the
Internal Revenue Service (“IRS”), and subsequently sought a ruling from the IRS with respect to
the issuance of the New GO Bonds. On February 1, 2022, the IRS rendered a determination with
respect to the New GO Bonds that would “. . . assist the Commonwealth and Nixon Peabody LLP,
as bond counsel, in making certain determinations that will maximize the amount of the New GO
Bonds the interest on which (other than pre-issuance accrued interest), subject to customary
qualifications, would be excluded from gross income for federal income tax purposes under
3
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Section 103 of the Code.”4 Upon receipt thereof, and following completion of the due diligence
required to reach a Favorable Determination, Nixon Peabody LLP, Section 103 Bond Counsel for
AAFAF, one of the Government Parties, has determined that, subject to the receipt of customary
tax certifications and closing documents, it expects to deliver on the Effective Date an opinion
that, under existing law and assuming compliance with certain tax covenants, and the accuracy of
certain representations and certifications made by the Commonwealth, interest on Series 2022A
of the New GO Bonds (a) will be excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986, as amended (the “IRC”), and (b) is not
treated as a preference item in calculating the alternative minimum tax imposed under the IRC.
Accordingly, on March 1, 2022, the Commonwealth filed on the Electronic Municipal Market
Access (“EMMA”) system a notice, a copy of which is annexed hereto as Exhibit A, regarding
such Favorable Determination and a revised schedule for the New GO Bonds to be issued pursuant
to the Plan, including, without limitation, the revised coupons and par amounts contemplated in
accordance with the GO/PBA PSA and Section 74.3 of the Plan.
[Remainder of page intentionally left blank]
4
Puerto Rico Fiscal Agency and Financial Advisory Authority, as Fiscal Agent for the Commonwealth and its
instrumentalities, Additional / Voluntary Event-Based Disclosure (Feb. 8, 2022), available at
https://emma.msrb.org/P21547619-P21196105-P21615284.pdf.
4
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WHEREFORE, the Oversight Board respectfully requests that the Court take notice of
the foregoing.
Dated: March 1, 2022 Respectfully submitted,

San Juan, Puerto Rico
/s/ Brian S. Rosen
Martin J. Bienenstock
Brian S. Rosen
(Admission pro hac vice)
PROSKAUER ROSE LLP
Eleven Times Square
New York, NY 10036
Tel: (212) 969-3000
Fax: (212) 969-2900

Management Board as representative for the
Debtors
/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

Debtors
5
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Exhibit A
EMMA Filing
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Municipal Secondary Market Disclosure Information Cover Sheet

Municipal Securities Rulemaking Board (MSRB)
Electronic Municipal Market Access System (EMMA)
Additional / Voluntary Event-Based Disclosure
THIS FILING RELATES TO ALL OR SEVERAL SECURITIES ISSUED BY THE ISSUER, OR ALL OR
SEVERAL SECURITIES OF A SPECIFIC CREDITOR:
Issuer’s Name: Commonwealth of Puerto Rico; Puerto Rico Public Buildings Authority; Employees Retirement
System of the Government of the Commonwealth of Puerto Rico; and Puerto Rico Infrastructure Financing
Authority.
Other Obligated Person’s Name (if any):
Nine-digit CUSIP number(s): 745145, 74514L; 29216M; 745235, 745232; 745223AA5
TYPE OF INFORMATION PROVIDED:

A. Amendment to Continuing Disclosure Undertaking
B. Change in Obligated Person
C. Notice to Investor Pursuant to Bond Documents
D. Communication from the Internal Revenue Service
E. Bid for Auction Rate and Other Securities
F. Capital or Other Financing Plan
G. Litigation / Enforcement Action
H. Change of Tender Agent. Remarketing Agent or Other On-going Party
I. Derivative or Other Similar Transaction
J. Other Event-Based Disclosures: Notice regarding tax exemption of the Commonwealth of Puerto Rico
General Obligation Restructured Bonds, Series 2022A
I represent that I am authorized by the issuer, obligor or its agent to distribute this information
publicly.
/s/ Hecrian D. Martínez Martínez

Hecrian D. Martínez Martínez
Puerto Rico Fiscal Agency and Financial Advisory Authority,
as Fiscal Agent for the Commonwealth and its instrumentalities
Dated: March 1, 2022

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Nixon Peabody LLP, as bond counsel (“Bond Counsel”) to the Commonwealth of Puerto
Rico (the “Commonwealth”), has determined that, subject to the receipt of customary tax
certifications and closing documents, it expects to deliver on the effective date (the “Effective
Date”) upon issuance of the Commonwealth of Puerto Rico General Obligation Restructured
Bonds, Series 2022A (the “Series 2022A Bonds”), an opinion that, under existing law and
assuming compliance with certain tax covenants, and the accuracy of certain representations and
certifications made by the Commonwealth and certain other public authorities of the
Commonwealth, interest on the Series 2022A Bonds will be excluded from gross income for
federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended
(the “Code”). Bond Counsel also expects to deliver an opinion on the Effective Date that interest
on the Series 2022A Bonds is not treated as a preference item in calculating the alternative
minimum tax imposed under the Code.
The Series 2022A Bonds listed below, if and when issued, will be issued as current interest
bonds, in the principal amounts, subject to mandatory sinking fund redemption and bear interest
at the rates per annum as set forth below:
Series 2022A Bonds – Current Interest Bonds
Mandatory
Term Sinking Fund Interest Total Interest
Principal Amortization Amount Debt Service Rate
7/1/2022 $376,515,000 $307,767,250 $684,282,250 5.000%
7/1/2023 $752,950,000 376,435,000 288,941,500 665,376,500 5.000%
7/1/2024 375,595,000 270,119,750 645,714,750 5.000%
7/1/2025 749,520,000 373,925,000 251,340,000 625,265,000 5.000%
7/1/2026 371,355,000 232,643,750 603,998,750 5.000%
7/1/2027 739,160,000 367,805,000 214,076,000 581,881,000 5.000%
7/1/2028 363,190,000 195,685,750 558,875,750 5.000%
7/1/2029 720,620,000 357,430,000 177,526,250 534,956,250 5.000%
7/1/2030 350,425,000 159,654,750 510,079,750 5.000%
7/1/2031 692,495,000 342,070,000 142,133,500 484,203,500 5.000%
7/1/2032 332,265,000 125,030,000 457,295,000 4.000%
7/1/2033 649,835,000 317,570,000 111,739,400 429,309,400 4.000%
7/1/2034 301,170,000 99,036,600 400,206,600 4.000%
7/1/2035 584,115,000 282,945,000 86,989,800 369,934,800 4.000%
7/1/2036 262,150,000 75,672,000 337,822,000 4.000%
7/1/2037 501,325,000 239,175,000 65,186,000 304,361,000 4.000%
7/1/2038 213,890,000 55,619,000 269,509,000 4.000%
7/1/2039 186,135,000 47,063,400 233,198,400 4.000%
7/1/2040 155,745,000 39,618,000 195,363,000 4.000%
7/1/2041 681,610,000 125,840,000 33,388,200 159,228,200 4.000%
7/1/2042 130,875,000 28,354,600 159,229,600 4.000%
7/1/2043 136,110,000 23,119,600 159,229,600 4.000%
7/1/2044 141,555,000 17,675,200 159,230,200 4.000%
7/1/2045 147,220,000 12,013,000 159,233,000 4.000%
7/1/2046 708,865,000 153,105,000 6,124,200 159,229,200 4.000%
Total $6,780,495,000 $6,780,495,000 $3,066,517,500 $9,847,012,500
4873-9961-9856.4
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In addition, the Series 2022A Bonds listed below, if and when issued, will be issued as
capital appreciation bonds, maturing on the dates and subject to mandatory sinking fund
redemption as set forth below:
Series 2022A Bonds – Capital Appreciation Bonds

Initial
Accreted Accreted Value at
Value Redemption Date* Maturity Value** Interest Rate
7/1/2022 $ 100,862,061.30 $105,968,971.50 $116,970,000.00 5.000%
7/1/2023 96,003,057.15 105,969,766.35 111,335,000.00 5.000%
7/1/2024†† 91,376,871.30 105,970,000.00 105,970,000.00 5.000%
7/1/2029 $98,129,013.00 $149,997,523.50 $185,450,000.00 5.375%
7/1/2030 93,059,851.80 149,997,764.30 175,870,000.00 5.375%
7/1/2031 88,252,614.90 149,998,089.75 166,785,000.00 5.375%
7/1/2032 83,694,073.80 149,998,937.80 158,170,000.00 5.375%
7/1/2033†† 79,371,000.00 150,000,000.00 150,000,000.00 5.375%
* Equals the original principal amount, plus interest accreted to the stated redemption date.
** Equals the total Accreted Value that would be represented by the portion of the capital appreciation
term bond being redeemed if it were held to maturity.
††
Stated Maturity.
4873-9961-9856.4
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IN THE UNITED STATES DISTRICT COURT

In re: PROMESA
THE FINANCIAL OVERSIGHT AND Title III

MANAGEMENT BOARD FOR PUERTO RICO, No. 17 BK 3283-LTS
as representative of (Jointly Administered)
THE COMMONWEALTH OF PUERTO RICO, THE

EMPLOYEES RETIREMENT SYSTEM OF THE
GOVERNMENT OF THE COMMONWEALTH OF
PUERTO RICO, AND THE PUERTO RICO PUBLIC
BUILDINGS AUTHORITY,
Debtors.1
INFORMATIVE MOTION OF FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD REGARDING STATUS OF PLAN IMPLEMENTATION
To the Honorable United States District Judge Laura Taylor Swain:
The Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”),
as sole Title III representative of the Commonwealth of Puerto Rico (the “Commonwealth”), the
Puerto Rico Public Buildings Authority (“PBA”), and the Employees Retirement System of the
Government of the Commonwealth of Puerto Rico (“ERS,” and together with the Commonwealth
and PBA, the “Debtors”) pursuant to section 315(b) of the Puerto Rico Oversight, Management,
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); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17-BK-4780-LTS)
(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy
Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as
Bankruptcy Case numbers due to software limitations).
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and Economic Stability Act (“PROMESA”),2 files this Informative Motion to provide the Court
and parties in interest an update regarding the status of implementation of the Modified Eighth
Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al. , dated
January 14, 2021 [ECF No. 19784] (the “Plan”), and states as follows:
I. STATUS OF PLAN IMPLEMENTATION AND PLAN RELATED DOCUMENTS
1. On January 18, 2022, the Court entered the Order and Judgment Confirming
Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico,
the Employees Retirement System of the Government of the Commonwealth of Puer to Rico, and
the Puerto Rico Public Buildings Authority [ECF No. 19813] (the “Confirmation Order”).3 As of
the date hereof, appeals from the Confirmation Order have been taken by (a) Federación de
Maestros de Puerto Rico, Inc., Grupo Magisterial Educadores(as) por la Democracia, Unidad,
Cambio, Militancia y Organización Sindical, Inc., and Unión Nacional de Educadores y
Trabajadores de la Educación, Inc. (collectively, the “Federaciones”), (b) Cooperativa de Ahorro
y Crédito Abraham Rosa, Cooperativa de Ahorro y Crédito de Ciales, Cooperativa de Ahorro y
Crédito de Rincón, Cooperativa de Ahorro y Crédito Vega Alta, Cooperativa de Ahorro y Crédito
Dr. Manuel Zeno Gandía, and Cooperativa de Ahorro y Crédito de Juana Díaz (collectively, the
“Cooperativas”), and (c) Suiza Dairy Corp. (“Suiza,” and, together with the Federaciones and the
Cooperativas, the “Appellants”). The Federaciones and the Cooperativas have each filed a motion
for a stay pending appeal (the “Stay Motions”). The Oversight Board and other parties in interest
have filed objections and responses in opposition to the Stay Motions and, pursuant to the Court’s
2
PROMESA has been codified at 48 U.S.C. §§ 2101–2241.
3
Capitalized terms used herein that are not otherwise defined shall have the meanings given to them in the
Confirmation Order or the Plan, as applicable.
2
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orders, the Federaciones and the Cooperativas have filed replies thereto and the Court shall
consider the Stay Motions on submission.
2. On February 17, 2022, the Oversight Board filed a cross-appeal from the portion of
the Confirmation Order and the corresponding findings of fact and conclusion of law, holding that
claims arising under the Takings Clause of the United States Constitution are nondischargeable or
must be paid in full (the “Cross-Appeal”). The Oversight Board submits that the pendency of the
Cross-Appeal will not in any way affect the timing regarding the consummation of the transactions
contemplated by the Plan.
3. The Oversight Board and the Puerto Rico Fiscal Agency and Financial Advisory
Authority (“AAFAF”) continue to work collaboratively towards consummation of the Plan. The
Oversight Board and AAFAF, among other parties, are finalizing various documents and
transactions necessary for the consummation of the Plan. On February 3, 2022, the Oversight
Board filed the Third Amended Plan Supplement and Plan Related Documents of the
Commonwealth of Puerto Rico, et al. [ECF No. 20019]. The Oversight Board will file a further
amended Plan Supplement with the final versions of the plan related documents. Unless otherwise
stayed, the Effective Date shall occur on or before March 15, 2022.
II. LIST OF AGENCY ACCOUNTS AND AMOUNTS TO BE TRANSFERRED
4. Decretal paragraph 25 of the Confirmation Order provides that the agencies and
instrumentalities set forth on Exhibit D thereto (the “List of Agencies and Amounts to be
Transferred”) are directed to transfer the funds and proceeds of liquid securities held on account
and set forth on such exhibit to the Puerto Rico Treasury Single Account on the earlier to occur of
the Effective Date and within forty-five (45) days (from and after the date of the Confirmation
Order (March 4, 2022) (the “Transfer Deadline”). Decretal paragraph 25 of the Confirmation
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Order further provides that the List of Agencies and Amounts to be Transferred may be amended
during the period up to and including thirty (30) days from the date of the Confirmation Order
upon agreement of the Oversight Board and AAFAF. To the extent the List of Agencies and
Amounts to be Transferred is amended, the Oversight Board is required to file an informative
motion with the Title III Court.
5. As noted above, the Oversight Board and AAFAF and their advisors continue to
work toward consummation of the transactions contemplated by the Plan, including, without
limitation, finalization of the List of Agencies and Amounts to be Transferred. To those ends, the
Oversight Board and AAFAF have agreed to (a) extend the Transfer Deadline to March 11, 2022
(the “Extended Transfer Deadline”) to allow the parties to finalize the contemplated transfers
ahead of the anticipated March 15, 2022 Effective Date, and (b) amend the List of Agencies and
Amounts to be Transferred in the form annexed hereto as Exhibit 1 to include the Oversight Board
and AAFAF’s agreement to file a revised List of Agencies and Amounts to be Transferred on or
before the Extended Transfer Deadline to reflect the actual amounts to be transferred to the Puerto
Rico Treasury Single Account (the “Final Transfers”).
6. The Oversight Board shall file an informative motion (including a further amended
exhibit) with the Title III Court with respect to the Final Transfers on or before the Extended
Transfer Deadline.
III. IMPLEMENTATION OF PLAN PROVISIONS REGARDING TREATMENT OF

PENSION AND LABOR CLAIMS
7. A key component of the Plan is the treatment of current and former employee
related claims. The Oversight Board has worked in close coordination with AAFAF and various
government agencies to prepare for the implementation of measures on and after the Effective
Date regarding the transition to new retirement and employment benefits, including, without
4
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limitation, procedures associated with continuation of employee benefits. Set forth below is a
status report regarding such procedures and the means for implementing such procedures, none of
which constitutes a substantive revision of the Plan or Confirmation Order.
8. Funding of the Pension Reserve Trust. The Plan and Confirmation Order each
provide (in relevant part) the Commonwealth is to make contributions to the Pension Reserve Trust
in the amount of the Base Contribution (a known amount based on the Projected Fiscal Plan
Surplus in the Fiscal Plan certified on January 27, 2022), plus an additional amount that is to be
calculated based on actual Commonwealth surpluses in each of the ten years of the Pension
Reserve Trust funding, less (among other things) the amount of CVI payments made by the
Commonwealth for each year (the “Additional Contribution”). Plan, § 83.2; Confirmation Order
¶ 23. The Plan provides these amounts to be contributed on or before October 1st of each year.
However, based upon circumstances and the terms of the CVI Indenture, it is possible the amount
of the CVI payments for each year will not be known by October 1st. Therefore, to accommodate
the expected timing for the CVI calculation, the Additional Contribution will be made on or before
November 1st of each year, with the Base Contribution remaining to be made on or before October
1st. Importantly, though, the Oversight Board has informed AAFAF it expects the Base
Contribution to be made as soon as possible after the end of each applicable fiscal year, and no
later than August 1st unless adjustments are required pursuant to the definition of “Projected Fiscal
Plan Surplus” in the Plan. Plan, § 1.413.
9. Additionally, the Confirmation Order provides that the Pension Reserve Trust’s
initial funding amount, $5 million dedicated for administrative and “start-up” costs, to be deposited
to the Pension Reserve Trust on the Effective Date, shall be allocated in specific dollar amounts
among three different accounts. Confirmation Order, ¶ 23. After discussions among the Oversight
5
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Board, AAFAF, the Retiree Committee, and AFSCME, the parties have agreed that three accounts
are not needed, and, thus, this initial amount, while remaining the same, shall be allocated as
follows: (i) $550,000.00 shall be deposited into the administrative and operating account of the
Pension Benefits Council immediately after the establishment of such account by the Pension
Benefits Council; and (ii) the balance, $4,450,000, shall be deposited into the administrative and
operating account of the Pension Reserve Board immediately after the establishment of such
account by the Pension Reserve Board.
10. Calculation of Actual Cash Surpluses. As set forth in Exhibit G to the Plan,
employees in bargaining units represented by AFSCME or its local affiliates and all other eligible
Commonwealth employees designated by the Oversight Board will participate in the Upside
Participation Bonus for the five years following the Effective Date. This bonus shall be calculated
and paid each Fall, beginning in the Fall of 2022, based on the Excess Cash Surplus achieved in
the prior fiscal year. Section 1.235 of the Plan defines Excess Cash Surplus as “[t]he amount of
actual cash surplus above and beyond the projected Fiscal Plan Surplus contained in the Fiscal
Plan for the Commonwealth certified by the Oversight Board and being in effect as of the Effective
Date.” Additionally, Section 83.2 of the Plan provides that the Additional Contribution (to the
Pension Reserve Trust) is to be calculated based on the “actual unrestricted primary surplus.” Plan
§ 83.2. For the avoidance of doubt, and for the sake of consistency in making payments in
accordance with the Plan based on future economic performance, the Oversight Board has
determined the Excess Cash Surplus and the Additional Contribution will be calculated by
measuring actual net cash flow activity in the Commonwealth’s Treasury Single Account (the
“TSA”) for the applicable fiscal year as reported by AAFAF against the projected net cash flow
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activity in the TSA for such year, based on the surplus projections in the Fiscal Plan certified by
the Oversight Board in January 2022.
11. Calculation of TRS Pensions. The Plan provides (consistent with the TRS pension
plan) that pension benefits, subject to the freeze of TRS, are to be calculated based on “Average
Compensation,” defined as “[t]he average of the thirty-six (36) highest months of compensation
that the member has received for Creditable Service. Compensation earned after the effective date
of the freeze will not be considered.” Plan Ex. F-1, p. F-2. For the avoidance of doubt, in the
event any law or other measures are lawfully enacted or imposed that provide for retroactive
increases to compensation of Active TRS Participants, Average Compensation as used in the Plan
to calculate TRS pension benefits will not include any incremental compensation allowed to
teachers as a result of any such laws or measures.
12. Purchase of Service Credit in the JRS Plan. Unlike the treatment of TRS-related
claims as set forth in Exhibit F-1 of the Plan (Plan Ex. F-1, p. F-2), the Plan does not provide for
the elimination of service credit purchases with respect to the JRS plan because no Puerto Rico
law or regulation related to JRS provides participants the right to purchase service credits. The
Oversight Board has recently learned ERS (which administers the JRS plan) has nonetheless
allowed service credit purchases by JRS participants under certain circumstances in which the
participant was previously employed by the government but not contributing to any retirement
plan. The Oversight Board hereby clarifies it will not permit any future purchases of service credit
with respect to the JRS plan, because they are not provided for under existing law.
13. Application of JRS Freeze Provisions. The first sentence of Exhibit E of the Plan,
providing the details of the freeze of the JRS plan, states “The following is a summary of
modifications with respect to outstanding benefits of the Judiciary Retirement System for the
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Commonwealth of Puerto Rico (“JRS”) as it applies to judges serving without a fixed tenure.”
(Emphasis added). To address any potential ambiguity resulting from the phrase “judges serving
without a fixed tenure,” the Oversight Board clarifies the Plan provides that the freeze of the JRS
plan applies to all Active JRS Participants, i.e., all active employees of the Commonwealth who
hold a claim for retirement benefits as a Participant in JRS. Plan §§ 1.320, 55.8.
14. System 2000 Distributions. The Plan provides that distributions to holders of
Allowed System 2000 Participant Claims shall receive the amount of their contributions into the
defined contribution accounts established pursuant to Act 106-2017. The Oversight Board and
AAFAF have determined there are approximately 20,000 Participants in the System 2000 benefit
plan who are no longer in public employment and, thus, do not have Act 106 defined contribution
accounts. The Oversight Board and AAFAF have therefore agreed the distributions to these
individuals will be segregated into a separate account and all affected claimants will be notified
how to claim their funds, consistent with the provisions of Section 77.7 of the Plan.
15. Additionally, while System 2000 was in effect prior to the enactment of Act 106-
2017, Participants were able to access mortgage loans and unsecured personal and travel loans
from the Commonwealth, many of which remain outstanding. The mortgage loans are secured by
liens on real property owned by the borrowers. The unsecured loans are subject to setoff against
the liquidation of borrowers’ accrued System 2000 benefits when accessed (generally upon
retirement). While borrowers are employed, debt service on these loans is withheld from their
payroll. When they leave government employment, the mortgage loans remain secured by the real
property mortgages. However, collection of the unsecured loans often relies on the
Commonwealth’s setoff rights. There are currently approximately $24 million in outstanding
unsecured loans to borrowers who are no longer employed by the government, but also, not yet
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retired. For these loans, in accordance with Section 77.11 of the Plan and applicable Puerto Rico
Law, the Commonwealth will exercise its setoff rights against distributions to be made to the
subject System 2000 Participants pursuant to Section 55.10 of the Plan. For the other System 2000
Participants with outstanding loans (either mortgage loans or unsecured loans to people still
employed by the government), the Commonwealth will rely on other means of collection and will
not setoff loan balances against their distributions.
16. TRS Contributions by Retirees Under 55. Under the TRS retirement plan, people
who retire when under age 55 are required to continue contributing to TRS until they reach age
55. Although the Plan provides all other contributions to TRS from active teachers will cease as
of the Freeze Date, the Plan is silent as to whether these contributions will still be required from
these retired teachers as part of the terms of the TRS freeze. The Oversight Board confirms
employee contributions that were required of pensioners under age 55 will cease after the Freeze
Date.
17. Application of TRS Freeze to Teachers with Pending Retirements. The Plan
provides the TRS freeze will occur on the Effective Date of the Plan, which the Oversight Board
expects will be March 15, 2022. After the freeze date, Active TRS Participants will not have the
right to accrue additional pension benefits or age into retirement eligibility under the terms of the
TRS plan (the retirement age will increase to 63 for those not eligible at the freeze date), and such
Participants will no longer have the right to purchase service credit toward retirement with either
cash payments or application of unused vacation days. The deadline for TRS Participants to apply
for retirement at the end of the current school year was January 31, 2022. To implement the TRS
freeze, the Oversight Board agrees that people who applied for retirement by the January 31, 2022
deadline may apply to purchase service credit until the freeze date and receive the benefits of such
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purchased credit when they retire at the end of the current semester. Additionally, the Oversight
Board agrees that retirement eligibility (including eligibility to achieve 30 years’ service to obtain
the enhanced merit pension) for Active TRS Participants who applied for retirement at the end of
this school year by the January 31, 2022 deadline may be determined based on the person’s age
and service at the time of retirement, so long as retirement occurs at the end of the current semester
(i.e., before the start of any other school session or semester). However, the calculation of benefits
shall be based on time of service (with allowable service credit purchases as described above) as
of the freeze date.
18. Effective Date Implementation. In preparation for meeting the required provisions
under the Plan and adhering to the Effective Date set forth by the Court, the Oversight Board and
the Government are working closely together on more than 170 implementation tasks. These tasks
include, among other things, the drafting of multiple sets of bond and trust documentation, the
consolidation and transfer of cash from multiple instrumentalities, the certification of revised
budget resolutions, the amendment of more than a dozen collective bargaining agreements, and
the hiring of multiple advisors and trustees to assist with the execution of payment transfers and
other required tasks. These tasks also include extensive preparation for the implementation of the
modified employee benefit provisions enumerated in the Plan. As an example, the Government
must recode its payroll system to modify employee withholdings for the pension freeze, increased
participation in Social Security, and adjusted Act 106 plan contributions pursuant to the
Plan. Many of the implementation tasks must be completed several weeks before the Effective
Date, so that the Effective Date requirements can be achieved. As the Effective Date approaches,
the administrative burden for unwinding certain actions taken in preparation for Plan
implementation in the event the Effective Date is stayed will become more challenging and costly.
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IV. CURE AMOUNT OBJECTIONS
19. On November 21, 2021, the Oversight Board filed the Second Amended Plan
Supplement and Plan Related Documents of the Commonwealth of Puerto Rico, et al. [Case No.
17-BK-3283-LTS, ECF No. 19326] (the “Second Amended Plan Supplement”). Attached to the
Second Amended Plan Supplement as Exhibit E is a schedule of Executory Contracts and
Unexpired Leases (the “Schedule”), that pursuant to Section 76.1 of the Plan, the Debtors intend
to assume, as of the Effective Date of the Plan.
20. On November 23, 2021, the Oversight Board filed the Notice of Executory
Contracts and Unexpired Leases to be Assumed Pursuant to Title III Plan of Adjustment [Case
No. 17-BK-3283-LTS, ECF No. 19353; Case No. 19-BK-05523-LTS, ECF No. 244; Case No. 17-
BK-03566-LTS, ECF No. 1272] (the “Original Notice”), which provided that the deadline for
parties in interest to object to the proposed Cure Costs or the assumption of the Executory
Contracts or Unexpired Leases was December 13, 2021, at 5:00 p.m. (prevailing Atlantic Standard
Time) (the “Original Objection Deadline”). 4
21. On December 12, 2021, Ricoh Puerto Rico Inc. (“Ricoh”) filed the Ricoh Puerto
Rico Inc.’s Motion Objecting Docket No. 19353 and Inf orming Cure Amounts for Executory
Contracts or Unexpired Leases to be Assumed Pursuant to Title III Plan of Adjustment [ECF No.
19498] (the “Ricoh Objection”).
4
On December 21, 2021, the Oversight Board also filed the Supplemental Notice Regarding Limited Extension of
Time to Object to Executory Contracts and Unexpired Leases to be Assumed Pursuant to Title III Plan of
Adjustment (the “Supplemental Notice”) [ECF No. 19585], to extend the Original Objection Deadline solely for
certain counterparties to the Executory Contracts and Unexpired Leases listed on the schedule attached thereto as
Exhibit A to January 10, 2022, at 5:00 p.m. (Atlantic Standard Time) (the “Extended Objection Deadline”). No
objections were filed by the Extended Objection Deadline with respect to such Executory Contracts and Unexpired
Leases.
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22. On December 13, 2021, Orlando Santiago Amador (“Amador”) filed the Motion
Objecting Docket No. 19353 and Informing Cure Amounts for Executory Contracts or Unexpired
Leases to be Assumed with Servicentro Ciales, Inc. Pursuant to Title III Plan Of Adjustment [ECF
No. 19501] (the “Amador Objection”), and FISA SE (“FISA”) filed the Objection to Cure Amount
[ECF No. 19505] (the “FISA Objection”).
23. On January 18, 2022, Ramhil Developers, Inc. (“Ramhil”) filed the Ramhil
Developers Inc.’s Objection to Docket No. 19353 and Informing Cure Amounts for Executory
Contracts or Unexpired Leases to be Assumed Pursuant to Title III Plan of Adjustment [ECF No.
19807] (the “Ramhil Objection,” and, together with the Ricoh Objection, the Amador Objection,
and the FISA Objection, the “Objections”).
24. The Oversight Board has reached a resolution to the Amador Objection and the
FISA Objection, which will be reflected in a revised Schedule to be filed with an amended Plan
Supplement on or before March 15, 2022. The Oversight Board continues to seek a consensual
resolution to the Ricoh Objection and the Ramhil Objection, if possible.
[Remainder of page intentionally left blank]
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WHEREFORE, the Oversight Board respectfully requests that the Court take notice of
the foregoing.
Dated: February 17, 2022 Respectfully submitted,

San Juan, Puerto Rico
/s/ Martin J. Bienenstock
Martin J. Bienenstock
Brian S. Rosen
Paul V. Possinger
(Admission pro hac vice)
PROSKAUER ROSE LLP
Eleven Times Square
New York, NY 10036
Tel: (212) 969-3000
Fax: (212) 969-2900

Debtors
/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

Debtors
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Exhibit 1
Amended List of Agencies and Amounts to be Transferred

(Exhibit D to the Confirmation Order)
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Exhibit D
List of Agencies and Amounts to be Transferred

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AAFAF and the Oversight Board hereby amend this exhibit to include their agreement that the amounts to be
transferred as set forth herein may be made on or before March 11, 2022 and this exhibit may be further
amended on or before March 11, 2022 to reflect the final amount of those transfers.
D-1
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IN THE
No. 22-1080
Debtors,
____________________________
v.

2

3
UNITED STATES,

DECLARATION OF MERCEDES MARTINEZ-PADILLA, LIZA

FOURNIER-CÓRDOVA AND MIGDALIA SANTIAGO-NEGRÓN IN
SUPPORT OF URGENT MOTION FOR STAY PENDING APPEAL
We, Mercedes Martinez-Padilla, Liza Fournier-Córdova and Migdalia

Santiago-Negrón, pursuant to 28 U.S.C. § 1746, hereby declare under penalty of
perjury that the following is true and correct to the best of our knowledge,
information, and belief:
4
1. My name is Mercedes Martinez Padilla, resident of Toa Baja, Puerto Rico, of

43 years of age, single, Elementary English Teacher with no tenure and I have
been president of the Federación de Maestros de Puerto Rico, Inc. (“FMPR”)
since 2015.
2. My name is Liza Fournier Córdova, resident of Ciales, Puerto Rico, of 48
years of age, single, teacher in the Department of Education and I have been
president of Unión Nacional de Educadores y Trabajadores de la Educación
(“UNETE”) since 2019.
3. My name is Migdalia Santiago Negrón, resident of San Juan, Puerto Rico, of
60 years of age, single, teacher in the Department of Education and I have
been president of Educadores por la Democracia, Unidad, Cambio,
Militancia y Organización Sindical (“EDUCAMOS”) since 2019.
4. As presidents of our respective organizations, FMPR, UNETE and
EDUCAMOS, we have specific and personal knowledge of the damage that
the effectiveness of the Plan of Adjustment will cause to the economic
wellbeing of teachers and pension recipients.
5. FMPR, UNETE and EDUCAMOS will be collectively referred to as the
“Teachers’ Associations.”
6. On January 18, 2022, the District Court issued an Order and Judgment
Confirming Modified Eighth Amended Title III Joint Plan of Adjustment of the
Commonwealth of Puerto Rico, the Employees Retirement System of the
Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public
Buildings Authority (“Confirmation Order”).
7. The Plan of Adjustment changes the nature of the Teachers Retirement
System (“TRS”) from defined benefits to one of defined contributions.
Therefore, the amount of the pension accrued by a teacher at the moment of
retirement is uncertain. In addition, it substantially reduces the pensions of
5
teachers who will retire in the future. This reduction will cause many teachers
to live in poverty since their pensions will not cover their family needs,
resulting in deep emotional damage and suffering, not to mention physical
suffering and poor health.
8. The Plan of Adjustment dismantles the TRS by eliminating several articles of
the enabling law without any legislative text to replace it, which will create
problems and controversies in implementing these changes and in the
operation of the TRS. This legal void, in turn, will delay or disrupt the
operations of the TRS.
9. There are currently more than 20,000 teachers in a precarious position and
uncertainty due to the imposition of the Plan of Adjustment. Many of these
teachers could resign from their jobs because of losing their defined benefits
pension.
10. Such resignations will also affect the Teachers Associations as they will
substantially lose members with the mass exodus of teachers.
11. Teachers are essential public servants for the much-needed country's
economic growth. The Plan of Adjustment will bring instability and poverty
to this critical sector of the population, thus impairing the ability to fulfill the
obligations of the Plan of Adjustment.
12. The Teachers’ Associations right to appeal would only be effective if the
consummation of the Plan of Adjustment is stayed and the effective date is
delayed.
13. Unless the consummation of the Plan is stayed, the appellate rights of the
members of the Teachers’ Associations will be frustrated as there is a risk that
this Court of Appeals could dismiss the claims as moot.
6
14. The Financial Oversight and Management Board for Puerto Rico (“Oversight
Board”) has stated that the expected Effective Date of the Plan of Adjustment
is on or before March 15, 2022.
15. When comparing the damage that more than 20,000 teachers will suffer and
the effect of the resignation of hundreds or thousands of teachers with the
mere delay in the consummation procedures of the Plan, it is reasonable and
in the best interest of all parties to stay of the consummation of the Plan until
this Court of Appeals can adjudicate the appeal.
16. The damages that the teachers will suffer due to the Plan of Adjustment are
irreparable since they have no other remedy in law to be compensated or
mitigated. Moreover, the Plan of Adjustment prohibits the Legislature of
Puerto Rico from enacting laws to reduce or eliminate the cuts suffered to
their pensions and benefits.
17. The only remedy in law remaining to the members of the Teachers’
Associations is to appeal the Confirmation Order before this Court of Appeals
for the First Circuit.
18. Apart from the judicial proceedings being pursued, the Teachers’
Associations have engaged in several efforts to safeguard their right to appeal
and mitigate the risk of the appeal turning moot.
19. As such, the Teachers’ Associations requested a meeting with Governor Pedro
Pierluisi, which took place on February 10th, 2022, at the Governor’s mansion
in Old San Juan. Mr. Omar Marrero, Secretary of State and Executive Director
of the Puerto Rico Fiscal Agency and Financial Advisory Authority
(“AAFAF”), Mr. Eliezer Ramos, the Secretary for the Department of
Education, Mr. Luis Collazo, the Executive Director of the Teachers
Retirement System, Mr. Yamil Ayala, Legal Advisor to the Governor on
7
Labor Matters, and other government officials were also present at the
meeting.
20. During the meeting, among the many topics discussed, the Teachers’
Associations asked to the government officials, their position on waiting on
the efforts to implement the Plan of Adjustment pursuant to the Confirmation
Order until the instant appeal is final and unappealable.
21. The government’s position, particularly expressed by Mr. Omar Marrero from
AAFAF, was that, as long as there is a Confirmation Order in place, the
Government will continue its efforts to implement and consummate the Plan
of Adjustment, as ordered by the District Court in the Confirmation Order.
Mr. Marrero stated that unless the court orders a stay of the proceedings, the
government will continue to implement the Plan of Adjustments as confirmed.
22. As a result of the meeting with Governor Pierluisi, it was agreed to constitute
“dialogue meetings” (“mesa de diálogo” as it was named in Spanish) in order
for the government and the Teachers’ Associations to come up with proposals
to address the Teachers’ Associations claims with respect to the harms caused
to their retirement benefits and the TRS through the Plan of Adjustment.
23. The dialogue meetings were held on the Teachers Retirement System offices
in Hato Rey, Puerto Rico on February 15, 22 and 29 of 2022. In all three
meetings, Mr. Omar Marrero, Mr. Luis Collazo, Mr. Eliezer Ramos and Mr.
Yamil Ayla, among other government officials, were present.
24. The Teachers’ Associations expressly requested in all three meetings to these
government officials, and particularly directly to Mr. Omar Marrero, to halt
the implementation and consummation of the Plan of Adjustment until the
instant appeal is final and unappealable.
25. However, Mr. Omar Marrero expressed that the government’s position was
maintained, to continuing with the implementation and consummation of the
8
Plan of Adjustments pursuant to the Confirmation Order subject of the instant

appeal.
26. Thus, the government’s and the Oversight Board’s intention to consummate
the Plan of Adjustment on or before the expected Effective Date that they set
as on or before March 15, 2022, deems necessary a stay of the proceedings in
order to preserve the Teachers’ Associations right to appeal and for their
claims to be heard and adjudicated on the merits by this Honorable Court of
Appeals.
27. We declare under penalty of perjury under the laws of the United States of
America that the foregoing is true and correct to the best of our knowledge
and belief.
Dated: March 3rd, 2022
______________________
Signature
Mercedes Martínez
Federación de Maestros de Puerto Rico, Inc. (FMPR)
Declarant’s name and organization
______________________
Signature
Liza Fournier-Córdova
Unión Nacional de Educadores y Trabajadores de la Educación (UNETE)
______________________
Signature
9
Migdalia Santiago-Negrón
Educadores por la Democracia, Unidad, Cambio, Militancia y Organización
Sindical (EDUCAMOS)
10
IN THE
No. 22-1080
Debtors,
____________________________
v.

2

3
UNITED STATES,

DECLARATION OF MIRNALY BERRIOS-CANDELARIA IN SUPPORT

OF URGENT MOTION FOR STAY PENDING APPEAL
I, Mirnaly Berríos-Candelaria, pursuant to 28 U.S.C. § 1746, hereby declare under

penalty of perjury that the following is true and correct to the best of my knowledge,
information and belief:
1. My name is Mirnaly Berríos-Candelaria, resident of Cataño, Puerto Rico, of

51 years of age, single, teacher in the Department of Education currently
working at the Onofre Caballeira school in Cataño. I am also a participant of
4
the Teacher Retirement System. I am a member of the Federación de Maestros

de Puerto Rico, Inc. (“FMPR”).
2. My gross monthly salary is $2,771.67.
3. Due to the Plan of Adjustment as confirmed by the Court my pension will
freeze effective on March 15, 2022. Under Law 91-2004, my lifetime pension
would have been $2,047.50 a month at age 55 with 30 years of service, which
is 75% of my thirty-six highest salaries.
4. As of this date I have 29 years of service to the Department of Education. I
will reach 30 years of service by March 2023.
5. Due to my years of service under the current retirement system requirements
I expected to apply for retirement on or around January 2023 with 30 years of
service and without the need to purchase time from my unused vacation days.
6. Nonetheless, upon the confirmation of the Plan, the Retirement System closed
the window for retirement applications on the same date of the Confirmation
order, January 18, 2022. Afterwards, the date was extended until January 31,
2022.
7. However, none of this information was provided to the teachers by the
Retirement System or the Department of Education, until after January 31,
2022.
8. Therefore, I did not apply for retirement on or before January 31, 2022, nor
was I able to purchase time to complete the 30 years of service and retire
before the freeze of the Effective Date.
9. Now, if the freeze is put into effect on March 15, 2022, I would only receive
a lifetime monthly pension of $1,474.00, the 1.8% of my monthly salary,
multiplied by the years of service I have worked in the Department of
Education prior to the freeze date: March 15, 2022.
5
10.This also represents a net loss of $573.50 per month in my pension once I
retire.
11.This situation has affected my emotional and mental health.
12.I declare under penalty of perjury under the laws of the United States of
America that the foregoing is true and correct to the best of my knowledge
and belief.
Dated: March 3rd, 2022
______________________
Signature
Mirnaly Berríos Candelaria

Declarant’s name

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Case: 22-1080 Document: 00117848622 Page: 1 Date Filed: 03/03/2022 Entry ID: 6480460

IN RE: THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS

FEDERACION DE MAESTROS DE PUERTO RICO, INC.; GRUPO MAGISTERIAL

JUAN CARLOS ESTEVA FINGERHUT; PETRO MIGUEL ESTEVA FINGERHUT;

COOPERATIVA DE AHORRO Y CREDITO ABRAHAM ROSA; COOPERATIVA DE

VAQUERIA TRES MONJITAS, INC.; BLACKROCK FINANCIAL MANAGEMENT, INC.;

URGENT MOTION FOR STAY PENDING APPEAL

Jessica E. Méndez Colberg (1st Cir. # 1185272)

TO THE HONORABLE COURT OF APPEALS:

COME NOW, Appellants, Federación de Maestros de Puerto Rico, Inc.;

Grupo Magisterial Educadores(as) por la Democracia, Unidad, Cambio, Militancia

y Organización Sindical, Inc., and Unión Nacional de Educadores y Trabajadores de

la Educación, Inc., (collectively as the “Teachers’ Associations”), and hereby move

for expedited consideration of this appeal and to establish a briefing schedule.

As detailed in the Opening Brief, there are three teachers’ organizations

involved in this case. Federación de Maestros de Puerto Rico, Inc. (“FMPR”) is

Grupo Magisterial Educadores(as) por la Democracia, Unidad, Cambio, Militancia

y Organización Sindical, Inc. (“EDUCAMOS”), represents approximately 750

affiliates, including teachers and retirees. 2 Unión Nacional de Educadores y

Trabajadores de la Educación, Inc. (“UNETE”), represents approximately 900

groups make up a collaborative entity known as Frente Amplio en Defensa de la

will be referred to as the Teachers’ Associations. The approximately 4,150 members

participants of the Teacher’s Retirement System (“TRS”). As parties in interest and

teachers who may or may not be affiliated to them.

appellants with no remedy in law or politics to mend the damage.

SUMMARY OF RELEVANT PROCEDURAL BACKGROUND

urgent motion requesting a ruling on Act 53 (“Act 53 Motion”). JA-1. On November

issued an order (“Memorandum Order”), JA-455, where it identified problematic

identified, was the scope of proposed preemption provisions. On December 21,

2021, the Board filed a response (“Memorandum Order Response”). JA-473. On

additional modifications to be made. It also stated: “Overruled objections and the

Eminent Domain/Inverse Condemnation Claims are preserved for appeal.” JA-757.

Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al (hereafter the

of the Commonwealth of Puerto Rico, the Employees Retirement System of the

Conclusions of Law in Connection with Confirmation of the Modified Eighth

the Employees Retirement System of the Government of the Commonwealth of

Fact and Conclusions of Law”).

Consequently, on January 28, 2022, the Teachers’ Associations diligently

Pursuant to the District Court’s briefing order, on February 9, 2022, Salud

Debtholders, the Lawful Constitutional Debt Coalition, the QTCB Noteholder

Group, the Ad Hoc Group of General Obligation Bondholders, Assured Guaranty

Guarantee Corporation, Financial Guaranty Insurance Company, and Ambac

objections to the stay. 5 JA-1124. JA-1132. JA-1137. JA-1213. On February 15,

the issue was submitted before the District Court.

On February 22, 2022, the Teachers’ Associations filed a Motion for

oppositions. On February 24, 2022, the Teachers’ Associations filed the

corresponding reply. On February 28, 2022, this Court ordered an expedited

schedule, whereby the Teachers’ Associations’ Opening Brief would be filed on

modified if a stay were entered by the District Court or this Court.

Pursuant to the referenced order, on March 1st, 2022, the Teachers’

rights and see this case through.

Pursuant to the Bankruptcy and Appellate Rules of Procedure, ordinarily, a

Fed. R. Bankr. P. 8007(a)(1)(A); Fed. R. App. P. Rule 8(a)(1)(A). Nonetheless, the

8(a)(2)(A)(ii). While this motion is usually considered by a panel, “in an

exceptional case in which time requirements make that procedure

impracticable, the motion may be made to and considered by a single judge.”

Fed. R. App. P. Rule 8(a)(2)(D)(emphasis added).

Serv. Co., 963 F.2d 469, 473 (1st Cir. 1992).

While it is similar to a preliminary injunction, we must account for time. A

a possibility of irreparable injury to the applicant,” or (2) “that serious legal

brackets, ellipsis, and citations omitted)(emphasis in the original). See, also,

absolute probability of success in order to be entitled to a stay.” Providence Journal