Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 1 of 20 IS 44 (Rev. 08/16) The .IS 44 civil cover sheet and the information contained herein neither re CIVIL COVER SHEET place nor supplement the filing and service of pleadings or other papers as required by law, except as provided by local rules of'court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating the cm] docket sheet. (Slilz' Employees Retirement System of the Government of the Commonwealth PLAINTIFFS of Puerto Rico (ERS) (Title Debtor) 212-969-3000) and O'Neill Borges LLC, Suite 800, 250 Munoz Rivera County of Residence of First Listed Plaintiff DEFENDANTS (lz?X( IN I S. I 'l'lli'l" (C) Attorneys (Firm Name, Address. and Telephone Number) Proskauer Rose LLP, 11 Times Square, New York, NY 10086 (Tel. Ave., San Juan, PR 00918-1813 (Tel. 787-764-8181) NOTE: Attomeys County of Residence of First Listed Defendant (IN US. IN LAND CONDEMNATION CASES. USE THE LOCATION OF THE TRACT OF LAND INVOLVED. II. BASIS OF JURISDICTION (Place an in()ne CITIZENSHIP 0F PRINCIPAL PARTIES (Place an In One Box/or I?lumir/I (For 'ases Only) and Box/0r I )tffemlum/ Cl 1 US. Govemment 5 3 Federal Question PTF DEF PTF DEF Plaintiff (I (Iovummenl Not a Party) Citizen of This State 1 Cl 1 Incorporated or Principal Place Cl 4 CI 4 of Business In This State {3 2 US. Government 13 4 Diversity Citizen of Another State CI 2 2 Incorporated and Principal Place CI 5 CI 5 Defendant (Indicate ?irizenship q/?I?arn?cs in Ilcm of Business In Another State Citizen or Subject ofa Cl 3 CI 3 Foreign Nation CI 6 CI 6 Foreign Country IV. NATURE OF SUIT (Place an in ()ne Box Only) Click here for: . . . 116m - - 10 Insurance PERSONAL INJURY PERSONAL INJURY [3 625 Drug Related Seizure CI 422 Appeal 28 USC 158 CI 375 False Claims Act ?3 120 Marine CI 310 Airplane CI 365 Personal Injury - of Property 21 USC 881 CI 423 Withdrawal 130 Miller Act 315 Airplane Product Product Liability CI 690 Other 28 USC 157 3729(a)) 140 Negotiable Instrument Liability CI 367 Health Care/ [3 400 State Reapportionment 1'1 150 Recovery of Overpayment CI 320 Assault, Libel Pharmaceutical . - 410 Antitrust Enforcement of Judgment Slander Personal Injury CI 820 Copyrights CI 430 Banks and Banking CI 151 Medicare Act 0 330 Federal Employers? Product Liability 0 830 Patent CI 450 Commerce Tl 152 Recoveiy of Defaulted Liability CI 368 Asbestos Personal Cl 840 Trademark CI 460 Deponation Student Loans CI 340 Marine Injury Product 0 470 Racketeer In?uenced and (Excludes Veterans) CI 345 Marine Product Liability - Corrupt Organizations 153 Recovery of Overpayment Liability PERSONAL PROPERTY Cl 710 Fair Labor Standards CI 861 111A (1395ff) CI 480 Consumer Credit of Veteran?s Bene?ts Cl 350 Motor Vehicle CI 370 Other Fraud Act [3 862 Black Lung (923) CI 490 Cable/Sat TV 1'1 160 Stockholders? Suits CI 355 Motor Vehicle CI 371 Truth in Lending 720 Labor/Management CI 863 (405(g)) CI 850 Securities/Commodities CI 190 Other Contract Product Liability CI 380 Other Personal Relations Cl 864 SSID Title XVI Exchange 195 Contract Product Liability CI 360 Other Personal Property Damage CI 740 Railway Labor Act 13 865 RSI (405(g)) 890 Other Statutory Actions Cl 196 Franchise Injury 385 Property Damage CI 751 Family and Medical CI 891 Agricultural Acts CI 362 Personal Injury - Product Liability Leave Act 13 893 Environmental Matters Medical Malpractice 790 Other Labor Litigation CI 895 Freedom of Information PE I ngugg CI 79] Employee Retirement - Act 210 Land Condemnation 440 Other Civil Rights Habeas Corpus: Income Security Act Cl 870 Taxes (US. Plaintiff 896 Arbitration 71 220 Foreclosure CI 441 Voting {3 463 Alien Detainee or Defendant) CI 899 Administrative Procedure {3 230 Rent Lease Ejectment CI 442 Employment [3 510 Motions to Vacate 871 IRS?Third Party Act/Review or Appeal of :1 240 Torts to Land 443 Housing/ Sentence 26 USC 7609 Agency Decision 245 Tort Product Liability Accommodations CI 530 General CI 950 Constitutionality of CI 290 All Other Real Property C1 445 Amer. w/Disabilities - 535 Death Penalty IMMIGRATION State Statutes Employment Other: 0 462 Naturalization Application 446 Amer. w/Disabilities - 540 Mandamus Other CI 465 Other Immigration Other 0 550 Civil Rights Actions Cl 448 Education CI 555 Prison Condition CI 560 Civil Detainee - Conditions of Con?nement V. ORIGIN (Place an in ()ne Bax Only) X1 Original 2 Removed from [3 3 Remanded from C1 4 Reinstated or l3 5 Transferred from C1 6 Multidistrict CI 8 Multidistrict Proceeding State Court Appellate Court Reopened Another District Litigation - Litigation - (specgjr) Transfer Direct File we?J?. gigg?t?q? +lr??r4which you are ?ling (Do not cite jurisdictional statutes unless diversity): Puerto Rico Oversight, Management and Economic Stability Act - 48 U.S.C.A. Secs. 2101 VI. CAUSE OF ACTION VII. REQUESTED IN Cl CHECK 1r THIS IS A CLASS ACTION DEMAND CHECK YES only if demanded in complaint: COMPLAINT: UNDER RULE 23, JURY DEMAND: CI Yes CI No RELATED IF ANY (.SceInAImcIrrms). JUDGE KET SIGNATURE OF ATTORNEY OF RECOR DATE May 21, 2017 Hermann D. Bauer Alvarez FOR OFFICE USE ONLY MAG. JUDGE AMOUNT JUDGE APPLYING IFP RECEIPT it Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 2 of 20 IS 44 Reverse (Rev. 08/16) INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44 Authority For Civil Cover Sheet The 44 civil cover sheet and the information contained herein neither replaces nor supplements the ?lings and service of pleading or other papers as required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil complaint ?led. The attorney ?ling a case should complete the form as follows: (C) IV. V. VI. VII. Plaintiffs-Defendants. Enter names (last, ?rst, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a govemment agency. use only the name or standard abbreviations. If the plaintiff or defendant is an of?cial within a government agency, identify ?rst the agency and then the of?cial, giving both name and title. County of Residence. For each civil case ?led, except U.S. plaintiff cases, enter the name of the county where the ?rst listed plaintiff resides at the time of ?ling. In US. plaintiff cases, enter the name of the county in which the ?rst listed defendant resides at the time of ?ling. (NOTE: In land condemnation cases, the county of residence of the "defendant" is the location of the tract of land involved.) Attorneys. Enter the ?rm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting in this section "(see attachment)". Jurisdiction. The basis of jurisdiction is set forth under Rule which requires that jurisdictions be shown in pleadings. Place an in one of the boxes. If there is more than one basis of jurisdiction, precedence is given in the order shovm below. United States plaintiff. (l).lurisdiction based on 28 U.S.C. 1345 and 1348. Suits by agencies and of?cers ofthe United States are included here. United States defendant. (2) When the plaintiff is suing the United States, its of?cers or agencies, place an in this box. Federal question. (3) This refers to suits under 28 U.S.C. I331, where jurisdiction arises under the Constitution of the United States, an amendment to the Constitution, an act of Congress or a treaty of the United States. In cases where the US. is a party, the US. plaintiff or defendant code takes precedence, and box 1 or 2 should be marked. Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the citizenship of the different parties must be checked. (See Section below; NOTE: federal question actions take precedence over diversity cases.) Residence (citizenship) of Principal Parties. This section completed ifdiversity of citizenship was indicated above. Mark this section for each principal party. Nature of Suit. Place an in the appropriate box. If there are multiple nature of suit codes associated with the case, pick the nature of suit code that is most applicable. Click here for: Nature ot'Suit Code Descriptions. Origin. Place an in one of the seven boxes. Original Proceedings. (1) Cases which originate in the United States district courts. Removed from State Court. (2) Proceedings initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 144 l. When the petition for removal is granted, check this box. Remanded from Appellate Court. (3) heck this box for cases remanded to the district court for further action. Use the date of remand as the ?ling date. Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopening date as the ?ling date. Transferred from Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or multidistrict litigation transfers. Multidistrict Litigation Transfer. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C. Section I407. Multidistrict Litigation Direct File. (8) Check this box when a multidistrict case is ?led in the same district as the Master MDL docket. PLEASE NOTE THAT THERE IS NOT AN ORIGIN CODE 7. Origin Code 7 was used for historical records and is no longer relevant due to changes in statue. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional statutes unless diversity. Example: US. Civil Statute: 47 USC 553 Brief Description: Unauthorized reception of cable service Requested in Complaint. Class Action. Place an in this box ifyou are ?ling a class action under Rule 23, Demand. In this space enter the actual dollar amount being demanded or indicate other demand, such as a preliminary injunction. .lury Demand. Check the appropriate box to indicate whether or not a jury is being demanded. Related Cases. This section of the .13 44 is used to reference related pending cases, if any. If there are related pending cases, insert the docket numbers and the corresponding judge names for such cases. Date and Attorney Signature. Date and sign the civil cover sheet. gage Ella/@1685 Dnmimpnt 1 Filprl 0'3/71/17 Rage 3 of 70 UNITED STATES DISTRICT COURT DISTRICT OF PUERTO RICO CATEGORY SHEET You must accompany your complaint with this Category Sheet, and the Civil Cover Sheet (JS-44). Attorney Name (Last. First. Ml): iBauer Alvarez, Hermann USDC-PR Bar Number: I215205 Email Address: I. Title (caption) of the Case (provide only the names of the ?rst party on each side): Plaintiff: re Employees Retirement System of the Government of the Commonwealth of Puerto Defendant: Indicate the category to which this case belongs: Ordinary Civil Case f" Social Security F- Banking Injunction 3. Indicate the title and number of related cases (if any). 4. Has a prior action between the same parties and based on the same claim ever been ?led before this Court? Yes No 5. ls this case required to be heard and determined by a district court of threejudges pursuant to 28 U.S.C. 2284? f- Yes No 6. Does this case question the constitutionality ot?a state statute? (See. Fed.R.Civ. P. 24) Yes No Date Submitted: May 21. 2017 rev. Dec. 2009 Print Form 1 I Reset Form 1 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 4 of 20 Fill in this information to identify the case: United States District Court for the: District of Puerto Rico Case number (lfknown): (PROMESA Title Check if this is an amended filing Title Petition for Covered Territory or Covered This form is designed to comply with section 304(3) of Puerto Rico Oversight, Management, and Economic Stability Act, 48 U.S.C. 2164 if more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the Debtor?s name and the case number (if known). Employees Retirement System of the Government of the Commonwealth of Puerto Rico (ERS) 1. Debtor?s name Administracion de los Sistemas de Retiro de los Empleados del Gobierno la Judicature 2. All other names Debtor used in the last 8 years include any assumed names, trade names, and doing business as names 3. Debtor?s address Principal place of business Address for Financial Oversight and Management Board for Puerto Rico, as Representative of Debtor PO. Box 42003 per PROMESA 315 Jacob Javits Federal Bldq.. 26 Federal Plaza Number Street Number Street Room 2-128. Attn: Jaime El Koury PO. Box San Juan, PR 00940-2203 New York. NY 10278 City State ZIP Code City State ZIP Code County 4. Debtor?s website (URL) FinanCial overSight and Managemenieeard website (URL) . . 5. Type of Title In Debtor Covered Territory (as de?ned in PROMESA t2! Covered Territorial (as de?ned in PROMESA 6. Are any Title or Title VI CI No_ cases pending 0" being See attached Exh'bit 1 filed by an affiliate of the 31 Yes Debtor Relationship Debtor? District When List all cases. if more than 1. MM DD attach a separate list. Case number. if known 7. Why is the Title case Check all that apply: ?led in this DistrictThis is the United States District Court for the covered territory or covered territorial as applicable (PROMESA 307(a)) This is the United States District Court for the jurisdiction in which the Oversight Board maintains an of?ce that is located outside of the territory (PROMESA 307(b)) Territory does not have a district court (US. District Court of Hawaii only) (PROMESA 307(a)) page 1 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 5 of 20 Etta Debtor Case number (rim) Nome - Request for Relief, Declaration, and Signature: 3' ??ank" and "9mm" ?f The Debtor requests relief in accordance with Title in of PROMESA Financial Oversight and Management Board for Puerto Rico as Representative of Debtor per PROMESA 315. Signature of Attorney for Financial Oversight and Management Board for Puerto Rico as Representative of Debtor per PROMESA 315 Signature of Attorney for Financial Oversight and Management Board for Puerto Rico as of Debtor per PROMESA 315 til i have been authorized to ?le this petition on behalf of the Financial Oversight and Management Board for Puerto Rico. in have examined the information in this petition and the documents attached to this petition as listed below and have a reasonable belief that the information is true and correct. Schedule A: Certi?cation of Resolutions Adopted by the Financial Oversight and Management Board for Puerto Rico Pursuant to PROMESA 104(1) and 206(a). Schedule B: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not insiders i declare under penalty of perjury that the foregoing is true and correct. Execmedon .1, MM $3;th {fl WV LII Signature ?5 Printed name Title ?lQVit/?V?' Date $12! (Zol?r' MM Martin J?iicnenstock (gm hag t?igg 2) Printed name Rose LLP Firm name 11 Times Scum: Number Street New York NY 10036 City State ZIP Code 212.969.3000 mpienenstockga?rmoglgauemom Contact phone Email address 1542554 NY Bar number State Date MM Henna D. Bauer-Alvarez Printed heme _O'Neili Borges LLC Firm name American lntemational Plaza, 250 Munoz Rivera Avenue, Ste. 800 Number greet San Juan, Puerto Rico 00918-1813 CRY State ZIP Code 7874826723 Contactphone Enrol address 215 205, Puerto Rico Bar meet State 99993 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 6 of 20 Exhibit 1 List of Title III Cases Pending or Being Filed by an Affiliate A. Pending Cases: 1. Commonwealth of Puerto Rico, Title III Case No. 17-cv-01578-LTS (now docketed at 17-BK3283-LTS). Court: U.S. District Court for the District of Puerto Rico. Petition Date: May 3, 2017 2. Puerto Rico Sales Tax Financing Corporation (COFINA). Title III Case No. 17-cv-01599-LTS (now docketed at 17-BK-3284-LTS). Court: U.S. District Court for the District of Puerto Rico. Petition Date: May 5, 2017 B. Cases Being filed Contemporaneously with the Instant Case: On the date hereof, each of the entities listed below, which includes the Debtor in the instant Title III case, is filing a voluntary petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) in the United States District Court for the District of Puerto Rico (the “Court”). 3. Employees Retirement System of the Government of the Commonwealth of Puerto Rico (ERS) 4. Puerto Rico Highways and Transportation Authority (HTA) Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 7 of 20 Schedule A Certification of Resolutions Adopted by the Financial Oversight and Management Board Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 8 of 20 CERTIFICATION OF RESOLUTIONS ADOPTED BY THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO BY UNANIMOUS WRITTEN (Employees Retirement System of the Government of the Commonwealth of Puerto Rico I, the undersigned, General Counsel of the Financial Oversight and Management Board for Puerto Rico (the ?Oversight Boar do hereby certify that attached is a true and correct copy of the resolutions of the Oversight Board adopted on May 2017 by Unanimous Written Consent, and (ii) such resolutions have not been modi?ed or rescinded, and remain in full force By: Name: Jaime A. El Koury Title: General Counsel Date: May it 2017 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 9 of 20 FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO UNANIMOUS WRITTEN CONSENT APPROVING AND ISSUING CERTIFICATIONS PURSUANT TO SECTIONS 104 AND 206 OF PROMESA FOR THE EMPLOYEES RETIREMENT SYSTEM OF THE GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO (ERS) WHEREAS on June 30, 2016, the federal Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) 1 was enacted; and WHEREAS Section 101 of PROMESA created the Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”); and WHEREAS on September 30, 2016, the Employees Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”) was designated by the Oversight Board as a Covered Territorial Instrumentality pursuant to Section 101(d)(1)(A) of PROMESA; and WHEREAS the Oversight Board has been advised that ERS desires to effect a plan to adjust its debt pursuant to Title III of PROMESA; and WHEREAS in connection with the commencement of a Title III case for ERS, the Oversight Board is required (i) pursuant to Section 206 of PROMESA, to make certain Restructuring Determinations (as defined below) and to issue a restructuring certification as to such determinations, and (ii) pursuant to Section 104(j) of PROMESA, to certify the filing by ERS of a voluntary petition under Title III of PROMESA; and WHEREAS following discussions with ERS and its legal and financial advisors, and after consultation with the Oversight Board’s legal and financial advisors, and following extensive deliberation, the Oversight Board has determined, in its sole discretion, that (1) ERS has made good-faith efforts to reach a consensual restructuring with creditors; (2) ERS has adopted procedures necessary to deliver timely audited financial statements and made public draft financial statements and other information sufficient for any interested person to make an informed decision with respect to a possible restructuring; (3) ERS is a Covered Territorial Instrumentality that is subject to a Territory Fiscal Plan certified by the Oversight Board; and (4) 1 Capitalized terms used but not defined herein have the definitions given to them in PROMESA. Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 10 of 20 no order approving a Qualifying Modification under Section 601 of PROMESA has been entered with respect to ERS (the foregoing determinations, the “Restructuring Determinations”); and WHEREAS following discussions with ERS and its legal and financial advisors, and after consultation with the Oversight Board’s legal and financial advisors, and following extensive deliberation, the Oversight Board has determined it is necessary and appropriate in order to protect the residents of Puerto Rico, and in the best interests of the creditors of ERS, for a voluntary petition under Title III of PROMESA to be filed for ERS in the United States District Court for the District of Puerto Rico (the “District Court”); and WHEREAS it is the Oversight Board’s intention in making its determinations in connection with such Title III filing (1) that such filing should not preclude efforts to implement consensual debt restructurings if possible and practicable, and (2) to continue negotiations with the creditors of ERS with a view to implementing consensual debt restructurings to the extent possible and appropriate; NOW, THEREFORE, IT IS HEREBY RESOLVED that the Oversight Board approves and certifies the Restructuring Determinations pursuant to section 206 of PROMESA; and it is further RESOLVED that, pursuant to section 104(j) of PROMESA, the Oversight Board approves and certifies the filing in the District Court of a voluntary petition under Title III of PROMESA for ERS at such time as the Chair or Executive Director of the Oversight Board determines to be appropriate; and it is further RESOLVED that, for the avoidance of doubt, these resolutions shall constitute (i) the restructuring certificate required to be issued by the Oversight Board pursuant to Section 206 of PROMESA, and (ii) the certification required to be issued by the Oversight Board for the filing of a Title III petition for ERS pursuant to Section 104(j) of PROMESA; and it is further RESOLVED that the Executive Director, General Counsel and any other officer of the Oversight Board now or hereafter appointed by the Oversight Board (each, an “Authorized Officer”) shall be, and each hereby is, authorized and empowered to execute and publish (including by attaching a copy thereof to a Title III Petition filed for ERS) a certificate or certificates that certify (i) the Restructuring Determinations of the Oversight Board pursuant to Section 206 of PROMESA, (ii) the filing of a Title III petition for ERS pursuant to Section 104(j) of PROMESA, and (iii) the other approvals and authorizations of the Oversight Board set forth in these resolutions; and it is further RESOLVED that each Authorized Officer shall be, and each hereby is, authorized and empowered to execute and file in the name and on behalf of Oversight Board, as the “representative” of ERS pursuant to Section 315 of PROMESA, all petitions (including, but not limited to, a Title III petition), schedules, motions, lists, applications, pleadings, affidavits and other papers to be filed in the District Court (and in such other courts of competent jurisdiction as may be applicable), and, in connection therewith, to employ and retain all assistance by legal counsel, accountants, financial advisors, investment bankers and other 2 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 11 of 20 professionals, and to take and perform any and all further acts and deeds which such Authorized O?icer deems necessary, proper, or desirable in connection with Title case. Dated: May 31, 2017 B. Carrion. Chair Dated: May 2017 Andrew G. Biggs Dated: May 2017 Carlos M. Garcia Dated: May 2017 Arthur J. Gonzalez Dated: May 2017 Jos? R. Gonzalez Dated: May 2017 Ana .1 . Matosantos Dated: May 2017 David A. Skeel. Jr. Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 12 of 20 professionals, and to take and perform any and all further acts and deeds which such Authorized Officer deems necessary, proper, or desirable in connection with ERS’s Title III case. Dated: May __, 2017 __________________________________ José B. Carrión, Chair 21 2017 Dated: May __, __________________________________ Andrew G. Biggs Dated: May __, 2017 __________________________________ Carlos M. García Dated: May __, 2017 __________________________________ Arthur J. González Dated: May __, 2017 __________________________________ José R. González Dated: May __, 2017 __________________________________ Ana J. Matosantos Dated: May __, 2017 __________________________________ David A. Skeel, Jr. 3 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 13 of 20 professionals, and to take and perform any and all further acts and deeds which such Authorized Officer deems necessary, proper, or desirable in connection with ERS’s Title III case. Dated: May __, 2017 __________________________________ José B. Carrión, Chair Dated: May __, 2017 __________________________________ Andrew G. Biggs 21 2017 Dated: May __, __________________________________ Carlos M. García Dated: May __, 2017 __________________________________ Arthur J. González Dated: May __, 2017 __________________________________ José R. González Dated: May __, 2017 __________________________________ Ana J. Matosantos Dated: May __, 2017 __________________________________ David A. Skeel, Jr. 3 and to 95mm? maul-my. pupa. addr?loin MEWCHI nan-mam" ?imam" Dawn-532011 madam madam madam as- Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 15 of 20 professionals, and to take and perform any and all further acts and deeds which such Authorized Officer deems necessary, proper, or desirable in connection with ERS’s Title III case. Dated: May __, 2017 __________________________________ José B. Carrión, Chair Dated: May __, 2017 __________________________________ Andrew G. Biggs Dated: May __, 2017 __________________________________ Carlos M. García Dated: May __, 2017 __________________________________ Arthur J. González 21 2017 Dated: May __, __________________________________ José R. González Dated: May __, 2017 __________________________________ Ana J. Matosantos Dated: May __, 2017 __________________________________ David A. Skeel, Jr. 3 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 16 of 20 professionals, and to take and perform any and all further acts and deeds which such Authorized Officer deems necessary, proper, or desirable in connection with ERS’s Title III case. Dated: May __, 2017 __________________________________ José B. Carrión, Chair Dated: May __, 2017 __________________________________ Andrew G. Biggs Dated: May __, 2017 __________________________________ Carlos M. García Dated: May __, 2017 __________________________________ Arthur J. González Dated: May __, 2017 __________________________________ José R. González Dated: May 21 __, 2017 __________________________________ Ana J. Matosantos Dated: May __, 2017 __________________________________ David A. Skeel, Jr. 3 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 17 of 20 professionals, and to take and perform any and all further acts and deeds which such Authorized Officer deems necessary, proper, or desirable in connection with ERS’s Title III case. Dated: May __, 2017 __________________________________ José B. Carrión, Chair Dated: May __, 2017 __________________________________ Andrew G. Biggs Dated: May __, 2017 __________________________________ Carlos M. García Dated: May __, 2017 __________________________________ Arthur J. González Dated: May __, 2017 __________________________________ José R. González Dated: May __, 2017 __________________________________ Ana J. Matosantos Dated: May __, 21 2017 __________________________________ David A. Skeel, Jr. 3 Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 18 of 20 Schedule B List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 19 of 20 Case Information Debtor : Employees Retirement System of the Government of the Commonwealth of Puerto Rico United States District Court for Puerto Rico Case Number: _______________ List of Creditors Who Have the 20 Largest Unsecured Claims 1 and Are Not Insiders 2 Name of Creditor 1 ARROYO FLORES CONSULTING GROUP INC. TAPLIN, CANIDA AND HABACHT 2 3 AUTORIDAD FINANCIAMIENTO VIVIENDA DATABASE MARKETING SERVICES 4 OL MAINTENANCE 5 THE BANK OF NEW YORK MELLON 6 POPULAR ASSET MANAGEMENT 7 SANTANDER ASSET MANAGEMENT 8 9 CHICAGO EQUITY PARTNERS Name, telephone number, and email address of creditor contact AVE LOMAS VERDES 1820 LOCAL 3 SAN JUAN, PR 00926 Attn: REINALDO ARROYO Email: arroyo@afcg.biz 1001 BRICKELL BAY DR., SUITE 2100 MIAMI, FL 33131 Attn: TERE ALVAREZ CANIDA CFA Fax: 305-379-4452 Email: tac@tchinc.com 606 AVE BARBOSA EDIF JUAN C CORDERO SAN JUAN, PR 00936 Attn: MELVIN GONZALEZ PEREZ Email: melvin.gonzalez@afv.pr.gov ZONA INDUSTRIAL AMELIA 20 CALLE DIANA GUAYNABO, PR 00968 Attn: KENNETH SEWELL Fax: 787-720-0576 Email: ksewell@databasepr.com W E34 AVE COSTO STA JUANITA BAYAMON, PR 00956 Attn: JUAN CALO CALDERON Fax: 787-779-8510 Email: olmaintenance@yahoo.com 225 LIBERTY STREET NEW YORK, NY 10286 Attn: JON BANGOR VICE PRESIDENT Fax: 1-615-779-5109 Email: debbi.reid@bnymellon.com 209 MUÑOZ RIVERA AVE 9TH FLOOR HATO REY, PR 00918 Attn: JAVIER RUBIO CFA Fax: 787-754-4777 Email: jrubio@bppr.com SANTANDER TOWER SAN PATRICIO B7 CALLE TABONUCO STE 1800 GUAYNABO, PR 00968 Attn: DESIREE MIESES Fax: 787-296-5435 Email: Dmieses@sampr.com 180 N LA SALLE STREET SUITE 3800 CHICAGO, IL 60601 Attn: MARTY DOROW Fax: 312-629-2728 Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Professional Services Indicate if claim is contingent, unliquidated, or disputed Amount of Claim $91,350.00 Professional Services $53,651.96 Government $51,673.08 Trade Debt $43,647.81 Trade Debt $24,619.83 Professional Services $23,333.34 Professional Services $22,062.02 Professional Services $21,372.63 Professional Services $20,869.91 1 The list of 20 largest unsecured claims excludes claims of individual pensioners that may have a claim against the Debtor. 2 The Employees Retirement System of the Government of the Commonwealth of Puerto Rico reserves all rights to amend or supplement this list from time to time, in all respects, as may be necessary or appropriate. Nothing herein shall be deemed an admission or a waiver of any rights, claims, and defenses. Case 3:17-cv-01685 Document 1 Filed 05/21/17 Page 20 of 20 Name of Creditor Name, telephone number, and email address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of Claim Email: mdorow@chicagoequity.com ALPHA GUARDS MGT INC 10 MESIROW FINANCIAL INVESTMENT MGT INC. 11 STATE STREET GLOBAL ADVISORS 12 AIR CHILLER MECHANICAL CONST.INC. 13 NETWAVE EQUIPMENT CORP. 14 MAINLINE INFORMATION SYSTEMS 15 16 PUERTO RICO ATTORNEYS AND COUNSELORS AT LAW PSC MARTA GISELA ALVAREZ 17 BELTRAN BELTRAN AND ASSOC PSC 18 HERNANDEZ GUTIERREZ LAW 19 BANCO POPULAR DE PR 20 49 CALLE MAYAGUEZ PISO 3 HATO REY, PR 00917 Attn: JORGE MORALES LABOY Fax: 787-294-6984 Email: alphaguards@aol.com 353 N. CLARK ST. CHICAGO, IL 60654 Attn: LUIS VILLAREJO Fax: 787-281-6157 Email: lvillarejo@mesirowfinancial.com 3475 PIEDMONT ROAD, NE SUITE 1920 ATLANTA, GA 30305 Attn: MICHAEL HALEY Fax: (404) 442-0501 Email: Michael_Haley@ssga.com CAGUAS INDUSTRIAL COMM PARK BO RIO CAÑO CARR 1 LOCAL 1 CAGUAS, PR 00725 Attn: JULIA TOLENTINO Fax: 787-744-4969 Email: airchmech@aol.com 316 AVE DE LA CONSTITUCION SAN JUAN, PR 00901 Attn: MELISSA PIOVANNETTI Fax: 787-722-4843 Email: melissa@nustream.com 1700 SUMMIT LAKE DR TALLAHASSEE, FL 32317 Attn: MARTHA LUCIA RODRIGUEZ Fax: 888-381-6851 Email: marthalucia@mainline.com 203 CALLE ELEONOR ROOSEVELT HATO REY, PR 00918-3006 Attn: JOSE F CHAVES CARABALLO Fax: 787-764-9120 Email: chaves@fc-law.com URB GARDEN HILLS A 19 CALLE SERANIA , GUAYNABO PR 00966 Attn: MARTA GISELA ALVAREZ Email: alvamarta@gmail.com 623 AVE. PONCE DE LEON EXECUTIVE BUILDING, SUITE 1100A SAN JUAN, PR 00917 Attn: CARLOS BELTRAN Fax: 787-919-0645 Email: beltranbeltranassociates@gmail.com PONCE DE LEON AVE. FIRST FEDERAL BUILDING SUITE 713-715 SAN JUAN, PR 00909 Attn: MARIANA HERNANDEZ Email: mhernandez@mihglaw.com 206 AVE MUÑOZ RIVERA SAN JUAN, PR 00919 Attn: CARLOS GARCIA ALVIRA Fax: 787-764-4318 Email: carlos.garcia3@popular.com 2 Trade Debt $18,594.80 Professional Services $18,017.67 Professional Services $17,654.73 Trade Debt $13,175.00 Professional Services $9,186.00 Trade Debt $8,466.18 Professional Services $6,781.25 Professional Services $5,500.00 Professional Services $5,275.00 Professional Services $3,897.00 Professional Services $3,640.00