Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 1 of 21 1544 (Rev.08/16) CIVIL COVER SHEET 'I'he JS 44 civil cover sheet and the information contained herein neither replace 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 docket sheet. [As/rem THIS FORM.) I. PLAINTIFFS DEFENDANTS Puerto Rico Highways and Transportation Authority (HTA) (Title Debtor) County of Residence of First Listed Plaintiff County of Residence of First Listed Defendant ??er Em.? A (Iz?Xt IN I 1.8. 'Il"lr? (IN U. S. ()iVliI?) NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT OF LAND INVOLVED. (C) Attorneys (IV/rm Name. Address, and 'l'elcphane Number) Attorneys (If Known) Proskauer Rose LLP, 11 Times Square, New York, NY 10036 (Tel. 212-969-3000) and O'Neill Borges LLC, Suite 800, 250 Munoz Rivera Ave., San Juan, PR 00918-1813 (Tel. 787-764-8181) II. BASIS OF JURISDICTION (Place an in ()ne Box ()nly) CITIZENSHIP 0F PRINCIPAL PARTIES (Place an In One Bot/or I?lumiili (For hirers'iiy ('atcs Only) and ()ne Bm??n? Defendant) I U.S. Govemment it 3 Federal Question DEF PTF DEF Plaintiff (US. (iowmmenl Nola l?ariiy Citizen of This State Cl 1 C1 1 Incorporated or Principal Place CI 4 4 of Business In This State :1 2 US. Government 4 Diversity Citizen of Another State 2 CI 2 Incorporated and Principal Place 3 5 5 Defendant (Indicate In Item of Business In Another State Citizen or Subject ofa Cl 3 CI 3 Foreign Nation 0 6 ?3 6 Foreign Country IV. NATURE OF SUIT (Place an in One Box Only) Click here for: - - -- 2.93125 FW 10 Insurance PERSONAL INJURY PERSONAL INJURY 625 Drug Related Seizure 422 Appeal 28 USC 158 CI 375 False Claims Act 120 Marine CI 310 Airplane Cl 365 Personal Injury - of Property 21 USC 881 423 Withdrawal I30 Miller Act 0 315 Airplane Product Product Liability CI 690 Other 28 USC 157 3729(a)) [3 I40 Negotiable Instrument Liability CI 367 Health are/ Cl 400 State Reapportionment 150 Recovery of Overpayment 320 Assault, Libel Pharmaceutical . C1 410 Antitrust Enforcement of Judgment Slander Personal Injury Cl 820 Copyrights 430 Banks and Banking Cl 151 Medicare Act Cl 330 Federal Employers? Product Liability CI 830 Patent CI 450 Commerce 152 Recovery of Defaulted Liability 368 Asbestos Personal CI 840 Trademark 460 Deportation Student Loans 13 340 Marine Injury Product 13 470 Racketeer In?uenced and (Excludes Veterans) 345 Marine Product Liability - Corrupt Organizations f) 153 Recovery of Overpayment Liability PERSONAL PROPERTY C1 710 Fair Labor Standards 861 HIA (l395ff) C1 480 Consumer Credit of Veteran?s Bene?ts CI 350 Motor Vehicle [3 370 Other Fraud Act [3 862 Black Lung (923) CI 490 Cable/Sat TV [3 I60 Stockholders? Suits 13 355 Motor Vehicle 371 Truth in Lending [3 720 Labor/Management CI 863 (405(g)) Cl 850 Securities/Commodities/ :1 190 Other Contract Product Liability [3 380 Other Personal Relations CI 864 SSID Title XVI Exchange f] I95 Contract Product Liability Cl 360 Other Personal Property Damage [3 740 Railway Labor Act 0 865 RSI (405(g)) 8 890 Other Statutory Actions T3 I96 Franchise Injury 0 385 Property Damage CI 751 Family and Medical Cl 891 Agricultural Acts [3 362 Personal Injury - Product Liability Leave Act Cl 893 Environmental Matters Medical Malpractice Cl 790 Other Labor Litigation C1 895 Freedom of Information . 332g: El??jg - 791 Employee Retirement Act 310 Land Condemnation 440 Other Civil Rights Habeas Corpus: Income Security Act CI 870 Taxes (US. Plaintiff CI 896 Arbitration CI 220 Foreclosure 441 Voting CI 463 Alien Detainee or Defendant) C1 899 Administrative Procedure :30 Rent Lease Ejectment C1 442 Employment CI 510 Motions to Vacate 871 IRS?Third Party Act/Review or Appeal of 240 Torts to Land CI 443 Housing/ Sentence 26 USC 7609 Agency Decision [1 245 Ton Product Liability Accommodations Cl 530 General CI 950 Constitutionality of 290 All Other Real Property 0 445 Amer. w/?Disabilities - 535 Death Penalty State Statutes Employment Other: [3 462 Naturalization Application 0 446 Amer. w/Disabilities - CI 540 Mandamus Other Cl 465 Other Immigration Other C1 550 Civil Rights Actions CI 448 Education C1 555 Prison Condition C1 560 Civil Detainee - Conditions of Confinement V. ORIGIN (Place an in ()ne Box 1 Original CI 2 Removed from C1 3 Remanded from E1 4 Reinstated or Cl 5 Transferred from 6 Multidistrict Cl 8 Multidistrict Proceeding State Court Appellate Court Reopened Another District Litigation - Litigation - (specify) Transfer Direct File gig we?l?. gigg?t?t?s ftg?wq?hich you are filing (Do not cirejurtsdictr'nnal 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 El CHECK 1r THIS IS A CLASS ACTION DEMAND CHECK YES only if demanded in complaint: COMPLAINT: UNDER RULE 23, JURY DEMAND: Yes No RELATED . . IF ANY {Seemsniicnom}. JUDGE NUMBEA I I 1? DATE SIGNATURE OF ATTORNEY OF RECOR May 21. 2017 Hermann D. Bauer Alvarez FOR OFFICE USE ONLY RECEIPT it AMOUNT APPLYING IFP JU MAG. JUDGE Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 2 of 21 J8 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: IV. VI. VII. Plaintiffs-Defendants. Enter names (last, ?rst, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a government agency, use only the full 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. ln U.S. 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 shown below. United States plaintiff. (1) Jurisdiction based on 28 U.S.C. I345 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. 1331, 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 if diversity 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 of Suit tfodc 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 1441. When the petition for removal is granted, check this box. Remanded from Appellate Court. (3) Check 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 1407. 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 if you 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. Jury Demand. Check the appropriate box to indicate whether or not ajury is being demanded. Related Cases. This section of the JS 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. 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). Attomey Name (Last, First, MI): iBauerAlvarez. Hermann USDC-PR Bar Number: 1215205 Email Address: 1. Title (caption) of the Case (provide only the names of the ?rst party on each side): Plaintiff: re Puerto Rico Highways and Transportation Authority (HTA) Defendant: I 2. Indicate the category to which this case belongs: Ordinary Civil Case l? Social Security {a 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? F- Yes No 5. Is this case required to be heard and determined by a district court of threejudges pursuant to 28 U.S.C. 2284?? Yes No 6. Does this case question the constitutionality of a state statute? (See, ed.R.Civ. P. 24) Yes No Date Submitted: May 21, 2017 rev. Dec. 2009 Print Form 1 Reset Form Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 4 of 21 Fill in this information to identify the case: United States District Court for the: District of Puerto Rico Case number (Ifknown): (PROMESA Title Check if this is an amended filing Title Petition for Covered Territory or Covered Instrumentality This form is designed to comply with section 304(a) 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). 1. Debtor?s name Puerto Rico Highways and Transportation Authorlty (HTA) Autoridad de Carreteras Transportaci?n (ACT) 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 Rlco as Representative of Debtor per PROMESA 315 90' B?x ?269' S?a?m? Jacob Javits Federal Bldg, 26 Federal Plaza Number Street Number Street Room 2-128. Attn: Jaime El Koury PO. Box San Juan. PR 00940-1269 New York, NY 10278 City State ZIP Code City State ZIP Code County 4. webSite (URL) FlnanCIal Over3lght and . Management. Board..web..SIte (URLType of Title Debtor El Covered Territory (as de?ned in PROMESA it Covered Territorial (as de?ned in PROMESA 6. Are any Title ill or Title VI Cl No. cases Pem?ing 0' be'ng See attached Exhibit 1 filed by an affiliate of the 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 Districtthe United States District Court for the covered territory or covered territorial instrumentality, 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-01686 Document 1 Filed 05/21/17 Page 5 of 21 Debtor Case numberirlxnowm Nim- - Request for ?uctuation, and Signature: a. Declaration and signature of :1 Financial Oversight and I The Debtor requests relief In accordance with Title of PROMESA Manmmont Board for I have been authorized to me this petition on behaii of the Financial Oversight and Management Board for Puerto Rico as Puerto Rico. Repms?nta?vv 0f Debtor For I have examined the information in this petition and the documents attached to this petition as Iisted below PROMESA 315- and have a reasonable beiief that the information is true and oorrect. Schedule A: Certi?cation of Resolutions Adopted by the Financial Oversight and Management Board for Puerto Rico Pursuant to PROMESA 1040) and 206(3). Schedule 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. Executed on MSM 1/?ng 7? 3? ?game 3ft El ?er Signature ?Printed name Title Signature of Attorney 3 Date S. 23 I i 7" for Financial Oversight MM 100 and Management Board for Puerto Rico . as Representative of Prosk 80' 5 315 [l Tim?? ?gu?re Number Street New York NY 10036 City State ZIP Code 212.252.3983! Contact phone Ema! address 1542554 NY Ber number State Signature of Attorney Date 2? to for Financial Oversight and Management Herman . nger-Alvarez Board for Puerto Rico Printed heme as of O'Neill Borges. LLC Firm name Debtor Per PROMESA American international Plaza. 250 Munoz Rivera Avenue, Ste. 800 5 31 5 Number Street San an, Pugrto Rico 009184813 City State ZIP Code 787-282-5723 Cooled phone Email address 215 Puerto Rico member Sm MM 99902 Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 6 of 21 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-01686 Document 1 Filed 05/21/17 Page 7 of 21 Schedule A Certification of Resolutions Adopted by the Financial Oversight and Management Board Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 8 of 21 CERTIFICATION OF RESOLUTIONS ADOPTED BY THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO BY UNANIMOUS WRITTEN CONSENT (Puerto Rico Highways and Transportation Authority 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 Ql2017 by Unanimous Written Consent, and (ii) such resolutions have not been modi?ed or rescinded, and remain in full force and effect. By: ?Nigel/(WM Name: Jaime A. El Koury Title: General Counsel Date: May m, 2017 Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 9 of 21 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 PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY (HTA) 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 Puerto Rico Highways and Transportation Authority (“HTA”) 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 HTA 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 HTA, 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 HTA of a voluntary petition under Title III of PROMESA; and WHEREAS following discussions with HTA 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) HTA has made good-faith efforts to reach a consensual restructuring with creditors; (2) HTA 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) HTA is a Covered Territorial Instrumentality that is subject to a Territory Fiscal Plan certified by the Oversight Board; and (4) no order approving a Qualifying Modification under Section 601 of PROMESA has been entered with respect to HTA (the foregoing determinations, the “Restructuring Determinations”); and 1 Capitalized terms used but not defined herein have the definitions given to them in PROMESA. Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 10 of 21 WHEREAS following discussions with HTA 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 HTA, for a voluntary petition under Title III of PROMESA to be filed for HTA 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 HTA 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 HTA 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 HTA 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 HTA) 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 HTA 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 HTA 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-01686 Document 1 Filed 05/21/17 Page 11 of 21 professionals, and to take and perform any and all further acts and deeds which such Authorized Of?cer deems necessary, proper, or desirable in connection with Title Dated: May 2017 "J/os?MCarri?n, Chair??- Dated: May 2017 Andrew G. Biggs Dated: May 2017 Carlos M. Garcia Dated: May 2017 Arthur J. Gonzalez Dated: May 2017 os? R. Gonzalez Dated: May 2017 Ana J. Matosantos Dated: May 2017 David A. Skeel, Jr. Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 12 of 21 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 HTA’s Title III case. Dated: May __, 2017 __________________________________ José B. Carrión, Chair 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-01686 Document 1 Filed 05/21/17 Page 13 of 21 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 HTA’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 __, 2017 __________________________________ David A. Skeel, Jr. 3 Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 14 of 21 professionals, and to take and perform any and all further acts and deeds which such Authorized Of?cer deems necessary, proper, or desirable in connection with Title 111 case. Dated: May 2017 Jos? B. Carrion, Chair Dated: May 2017 Andrew G. Biggs Dated: May 2017 Carlos M. Garcia 7 Dated: May g, 2017 MW Arthur J. W?lez Dated: May 2017 Jos? R. Gonzalez Dated: May 2017 Ana J. Matosantos Dated: May 2017 David A. Skeel, Jr. Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 15 of 21 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 HTA's Title III case. Dated: May _,2017 Jose B. Carrion, Chair Dated: May _,2017 Andrew G. Biggs Dated: May _,2017 Carlos M. Garcia Dated: May _,2017 Arthur J. Gonzalez 2017 Dated: May _, Dated: May ~ ~~ Jose R. Gonzalez ,2017 Ana J. Matosantos Dated: May _,2017 David A. Skeel, Jr. 3 Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 16 of 21 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 HTA’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 2017 Dated: May __, __________________________________ Ana J. Matosantos Dated: May __, 2017 __________________________________ David A. Skeel, Jr. 3 Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 17 of 21 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 HTA’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 2017 Dated: May __, __________________________________ David A. Skeel, Jr. 3 Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 18 of 21 Schedule B List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 19 of 21 Case Information Debtor : Puerto Rico Highways and Transportation Authority United States District Court for Puerto Rico Case Number: _______________ List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders 1 Name of Creditor AUTORIDAD DE ENERGIA ELECTRICA 1 ADMINISTRACION SISTEMA DE RETIRO DEL GOBIERNO 2 SECRETARIO TRIBUNAL DE SAN JUAN 3 GILA LLC 4 FIRST TRANSIT, INC. 5 AUT EDIFICIOS PÚBLICOS 6 FERROVIAL AGROMAN 7 DEL VALLE GROUP, S.P. 8 1 Name, telephone number, and email address of creditor contact PO BOX 364267 SAN JUAN, PR 00936-4267 Attn: CYNTHIA MORALES COLON Fax: 787-521-4120 Email: c_morales@aeepr.com EDIFICIO INTENDENTE RAMÍREZ PDA 1 SAN JUAN PR 00905-4515 Attn: CECILE TIRADO Fax: 787-294-1391 Email: mguzman@retiro.pr.gov 268 AVE MUÑOZ RIVERA SAN JUAN PR 00921 Attn: JOSE SILVA JIMÉNEZ Fax: 787-754-0769 Email: josesilvajimenez@ramajudicial.pr METRO OFFICE PARK CALLE 1 BUILDING 3 STE 200 GUAYNABO PR 00968 Attn: LUIS ALBERTO SÁNCHEZ Fax: 787-522-7010 Email: luisalberto.sanchez@gilacorp.com MARGINAL AVE MARTINEZ NADAL ESQ PR-19 SAN JUAN PR 00920 Attn: JULIO BADIA Fax: 787-622-6163 Email: julio.badia@firstgroup.com CENTRO GUBERNAMENTAL MINILLAS EDIF NORTE PISO 17 SAN JUAN PR 00940 Attn: AMILCAR GONZÁLEZ ORTÍZ Fax: 787-724-1533 Email: amgonzalez@aep.pr.gov 1250 PONCE DE LEON AVE SAN JOSÉ BUILDING SUITE 901-902 SAN JUAN PR 00907 Attn: MANUEL SANCHEZ PEREIRA Fax: 787-725-5530 Email: msanchez.portugal@ferrovial.com STATE RD 864 KM 0.6 BO CAMPANILLAS TOA BAJA PR 00949 Attn: RAFAEL A CALDERON Fax: 787-794-3239 Email: rcalderon@delvallegroup.net Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Trade Creditor Indicate if claim is contingent, unliquidated, or disputed Amount of Claim N/A $46,037,043.17 Government N/A $14,454,532.47 Government N/A $3,559,792.08 Trade Debt N/A $3,354,906.13 Trade Debt N/A $1,981,901.00 Government N/A $1,977,922.20 Trade Debt N/A $1,884,822.06 Trade Debt N/A $1,186,270.07 The Puerto Rico Highways and Transportation Authority 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-01686 Document 1 Filed 05/21/17 Page 20 of 21 Name of Creditor CONSTRUCTORA I. MELÉNDEZ 9 THE ENIAC CORPORATION 10 L.P.C.& D., INC 11 PUERTO RICO TELEPHONE CO 12 TAMRIO INC. 13 SUPER ASPHALT PAVEMENT CORP. 14 ACI-HERZOG A JOINT VENTURE 15 CD BUILDERS, INC 16 BETTERRECYCLING CORP. 17 BERMUDEZ, LONGO, DIAZMASSO,S.E. 18 GLOBAL INSURANCE AGENCY INC 19 Name, telephone number, and email address of creditor contact 15 BETANCES STE 3 SANTA ISABEL PR 00926 Attn: ABIMAEL MELÉNDEZ Fax: 787-645-6475 Email: cimelendez@coqui.net cimoc@coqui.net # 27 CALLE GONZÁLEZ GIUSTI 600 ST GUAYNABO PR 00968 Attn: ALBILDA BOSH Fax: 787-793-4255 Email: albilda.bosh@enia-corp.com PO Box 2025 Las Piedras, PR 00771 Attn: JORGE L. GONZÁLEZ CRESPO Fax: 787-733-4808 Email: jorge@lpcdinc.com 1515 F.D. ROOSEVELT AVE GUAYNABO PR 00968 Attn: ANA M . BETANCOURT Fax: 787-793-6265 Email: abetancourt@claropr.net CALLE ROCHERLICE #31 PARQUE INDUSTRIAL DEL OESTE MAYAGUEZ PR 00680 Attn: CLAUDIO TORRES Fax: 787-265-6885 Email: ctorres@tamrio.com BO CAIMITO CARR 1 KM 18.5 SAN JUAN PR 00926 Attn: PARIDE MAZZA Fax: 787-720-2350 Email: jose@superasphalt.net 24 ROAD 21 MARTÍNEZ NADAL AVE. GUAYNABO, PR 00966 Attn: LUIS VILLARES Fax: 787-625-0464 Email: luis.villares@aciherzog.com BO CELADA CARR 9945 KM 2.4 GURABO PR 00778 Attn: ISMAEL CARRASQUILLO Fax: 787-737-2143 Email: cdbuilders@live.com MARG 65 DE INF. CALLE ANDES URB MC SAN JUAN PR 00928 Attn: MARISEL RIVERA Fax: 787-282-6408 Email: mrivera@emdi.net CALLE SAN CLAUDIO CARR 845 AVE PRINCIPAL KM 0.5 SAN JUAN PR 00926 Attn: CARMELO DIAZ Fax: 787-760-1230 Email: cdiaz@blbmpr.com 257 CALLE DE RECINTO SUR SAN JUAN PR 00901-1914 Attn: VIVIAN PEREZ Fax: 787-722-4894 Email: vperez@globalinsagency .com 2 Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Trade Debt Indicate if claim is contingent, unliquidated, or disputed N/A $961,827.53 Trade Debt N/A $512,402.50 Trade Debt N/A $458,667.03 Trade Debt N/A $452,087.03 Trade Debt N/A $421,994.42 Trade Debt N/A $311,199.80 Trade Debt N/A $262,550.18 Trade Debt N/A $230,544.42 Trade Debt N/A $224,908.14 Professional Services N/A $195,835.23 Professional Services Amount of Claim $182,204.62 Case 3:17-cv-01686 Document 1 Filed 05/21/17 Page 21 of 21 Name of Creditor PEERLESS OIL & CHEMICALS, INC. 20 Name, telephone number, and email address of creditor contact 671 ROAD 337 PEÑUELAS PR 00624-7513 Attn: SONIA CONCEPCIÓN Email: sonia.concepcion@peerlessoil.com 3 Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Trade Debt Indicate if claim is contingent, unliquidated, or disputed Amount of Claim $171,590.08