United States Court of Appeals
                     For the First Circuit


No. 22-1092

 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 FINANCIAL
       OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS
       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,


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 OF THE PUERTO RICO PUBLIC BUILDINGS AUTHORITY,

              Debtors, Appellees, Cross-Appellants,

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,

                        Debtor, Appellee,

                               v.

  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,

            Objectors, Appellants, Cross-Appellees,

                      SUIZA DAIRY CORP.,

        Objector, Claimant, Appellant, Cross-Appellee,

  LUIS F. PABON BOSQUES; RAUL MARTINEZ PEREZ; ELVIN A. ROSADO
    MORALES; CARLOS A. ROJAS ROSARIO; RAFAEL TORRES RAMOS,

            Creditors, Appellants, Cross-Appellees,

  DESARROLLADORA ORAMA, S.E.; C.O.D. TIRE DISTRIBUTORS IMPORTS
ASIA, INC.; CORREA TIRE DISTRIBUTOR INC.; WORLD WIDE TIRE, INC.;
SEQUERIA TRADING CORPORATION; SABATIER TIRE CENTER, INC.; VICTOR
   LOPEZ CORTES, INC.; MULTI GOMAS, INC.; JOSE COLLAZO PEREZ;
IVELISSE TAVARES MARRERO; MANUEL PEREZ ORTIZ; CORAL COVE, INC.;
     SUCESION ANGEL ALVAREZ PEREZ; ANTONIO COLON SANTIAGO;
 COOPERATIVA DE AHORRO Y CREDITO DE AGUADA; VILMA TERESA TORRES
  LOPEZ; VIVIANA ORTIZ MERCADO; ORLANDO TORRES BERRIOS; GERMAN
 TORRES BERRIOS; JUAN ALBERTO TORRES BERRIOS; VHERMANOS TORRES,
  INC.; CORPORACION PLAYA INDIA, S.E.; MARIANO RAMOS GONZALEZ;
RAMON MORAN LOUBRIEL; RAFAEL MORAN LOUBRIEL; ANA MORAN LOUBRIEL;
SAN GERONIMO CARIBE PROJECT, INC.; CARIBBEAN AIRPORT FACILITIES
    INC.; ESTATE OF RAUL DE PEDRO & DIANA MARTINEZ; ALFONSO
FERNANDEZ CRUZ; SUN AND SAND INVESTMENTS, CORP.; FDR1500, CORP.;
   MARGARETA BLONDET; SUCESION COMPUESTO POR MARIA I. RUBERT
 BLONDET; SONIA RUBERT BLONDET; MARGARITA RUBERT BLONDET; SONIA
 RUBERT, Administradora; MANUEL A. RIVERA-SANTOS; JORGE RIVERA-
  SANTOS; CARLOS MANUEL RIVERA-SANTOS; PABLO MELENDEZ BRULLA;
  SUCESION AGUSTIN RODRIGUEZ COLON; GLORIA M. ESTEVA MARQUES;
 SUCESION MANUEL MARTINEZ RODRIGUEZ; LUIS REYES FEIKERT; JORGE
RAMON POZAS; MIRIAM SANCHEZ LEBRON; JUAN A. TAPIA ORTIZ; ANTONIO
                          PEREZ COLON;

                     Claimants, Appellees,

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; PEDRO 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; DEMETRIO AMADOR
INC.; DEMETRIO AMADOR ROBERTS; MARUZ REAL ESTATE CORP.; LORTU-TA
     LTD., INC.; LA CUARTEROLA, INC.; JUAZA, INC.; CONJUGAL
PARTNERSHIP ZALDUONDO-MACHICOTE; FRANK E. TORRES RODRIGUEZ; EVA
  TORRES RODRIGUEZ; FINCA MATILDE, INC.; JORGE RAFAEL EDUARDO
                        COLLAZO QUINONES,

               Objectors, Claimants, Appellees,

   ANTONIO MARTIN CERVERA; MARIA TERESITA MARTIN; WANDA ORTIZ
 SANTIAGO; NANCY I. NEGRON-LOPEZ; 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; 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; 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.; 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.; 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, in its capacity as a member of
the QTCB Noteholder Group; SCULPTOR CAPITAL LP, in its capacity
 as a member of the QTCB Noteholder Group; SCULPTOR CAPITAL II
 LP, in its capacity as a member of the QTCB Noteholder Group;
   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 the 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.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                 FOR THE DISTRICT OF PUERTO RICO

         [Hon. Laura Taylor Swain,* U.S. District Judge]


                               Before

                  Kayatta, Howard, and Thompson,
                         Circuit Judges.


     Victor M. Rivera-Rios on brief for appellants, cross-
appellees Luis F. Pabón Bosques, Raul Martinez Perez, Elvin A.
Rosado Morales, Carlos A. Rojas Rosario, and Rafael Torres Ramos.
     Guillermo   Ramos-Luiña    for   appellants,   cross-appellees
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 de Vega Alta, Cooperativa de Ahorro
y Crédito Dr. Manuel Zeno Gandía, and Cooperativa de Ahorro y
Crédito de Juana Díaz.
     Rafael A. Gonzalez-Valiente, with whom Godreau & Gonzalez
Law, LLC was on brief, for appellant, cross-appellee Suiza Dairy
Corporation.
     Martin J. Bienenstock, with whom Jeffrey W. Levitan, Mark D.
Harris, Brian S. Rosen, Ehud Barak, Lucas Kowalczyk, Timothy W.
Mungovan, John E. Roberts, Adam L. Deming, Joseph S. Hartunian,
and Proskauer Rose LLP were on brief, for appellee, cross-appellant
Financial Oversight and Management Board for Puerto Rico.
     Peter Friedman, with whom John J. Rapisardi, Maria J. DiConza,
and O'Melveny & Myers LLP were on brief, for appellees Governor
Pedro R. Pierluisi and the Puerto Rico Fiscal Agency and Financial
Advisory Authority.
     Ana A. Núñez Velázquez, Aguadilla, PR, Pro Se.


     *  Of the   Southern    District   of   New   York,   sitting   by
designation.
     Charles A. Cuprill-Hernández, for appellees Oscar Adolfo
Mandry Aparicio, María del Carmen Amalia Mandry Llombart, Selma
Verónica Mandry Llombart, María 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, Pedro
Miguel Esteva Fingerhut, Mariano Javier McConnie Fingerhut, Janice
Marie McConnie Fingerhut, Victor Michael Fingerhut Cochran,
Michelle Elaine Fingerhut Cochran, Rosa Estela Mercado Guzmán,
Eduardo José Mandry Mercado, Salvador Rafael Mandry Mercado,
Margarita Rosa Mandry Mercado, and Adrián Roberto Mandry Mercado.
     Daniel Winik, Attorney, Civil Division, with whom Brian M.
Boynton, Principal Deputy Assistant Attorney General, W. Stephen
Muldrow, United States Attorney, Michael S. Raab, Attorney, Civil
Division, and Michael Shih, Attorney, Civil Division, were on
brief, for intervenor, appellee the United States.
     Russell A. Del Toro Sosa, with whom David Carrion Baralt was
on brief, for appellee PFZ Properties, Inc.
     Maria Mercedes Figueroa Morgade for appellees Demetrio Amador
Inc. and Demetrio Amador Roberts.
     Alexis Fuentes-Hernández for appellees Maruz Real Estate
Corp., Lortu-Ta LTD., Inc., La Cuarterola, Inc., Juaza, Inc., Frank
E. Torres Rodriguez, and Eva Torres Rodriguez.
     Eduardo J. Capdevila-Díaz, with whom Isabel M. Fullana-
Fraticelli and Isabel Fullana-Fraticelli & Assocs., P.S.C. were on
brief, for appellee Finca Matilde, Inc.
     Carlos Fernandez-Nadal on brief for appellee Jorge Rafael
Eduardo Collazo Quinones.
     Maximiliano Trujillo-González on brief for appellees Manuel
A. Rivera-Santos, Jorge Rivera-Santos, and Carlos Manuel Rivera-
Santos.
     Juan A. Tapia Ortiz, Brooklyn, NY, Pro Se.




                         August 22, 2023
               HOWARD, Circuit Judge.       Suiza Dairy and the Commonwealth

of Puerto Rico spent years in litigation over the Commonwealth's

milk regulation scheme.              After the dispute was resolved by a

settlement between the parties, the Commonwealth entered Title III

proceedings to adjust its sovereign debt.                    Under the Title III

Plan   of   Adjustment,        the   Commonwealth      is   discharged        from   its

obligation to pay to Suiza the full amount specified in the

settlement.      Suiza argues that, for a number of reasons, the Title

III    court    was    wrong   to    confirm     a   Plan   that   permitted         this

discharge.

               After    careful      consideration      of    each       of    Suiza's

arguments, we affirm.

                                     I. BACKGROUND

               Although   we    assume    familiarity       with   the    litigation

between Suiza and the Commonwealth, as well as the Commonwealth's

Title III proceedings, we recount the facts and developments that

are particularly relevant to the present appeal below.                          A more

exhaustive account can be found in our previous opinions.                            See,

e.g., Industria Lechera De Puerto Rico, Inc. v. Beiró, 

 (1st Cir. 2021); Fin. Oversight & Mgmt. Bd. for P.R.

v. Federacion de Maestros de P.R., Inc. (In re Fin. Oversight &

Mgmt. Bd. for P.R.), 

, 74–75 (1st Cir. 2022); Méndez-

Núñez v. Fin. Oversight & Mgmt. Bd. for P.R. (In re Fin. Oversight

& Mgmt. Bd. for P.R.), 

, 103–04 (1st Cir. 2019).


                                         - 8 -
                                     A.

            Suiza is a Puerto Rico milk processor.             Producers of

milk sell the raw product to Suiza; Suiza processes it; and that

processed milk is eventually sold to consumers.               Vaquería Tres

Monjitas, Inc. v. Irizarry, 

 (1st Cir. 2009).              In

Puerto Rico, the milk industry is regulated by the Milk Industry

Regulation Administration for the Commonwealth of Puerto Rico

("ORIL" is its Spanish acronym).          

     In August 2004, Suiza (as

well as another milk producer, VTM) filed a complaint in the

District of Puerto Rico alleging that ORIL's regulatory scheme

violated their rights under the Commerce Clause and the Fifth and

Fourteenth Amendments of the United States Constitution and under

Commonwealth law.      

.        They sought to enjoin ORIL's

regulatory scheme and requested a declaratory judgment that the

ORIL Administrator's acts were unconstitutional.                   

.

Among     other   plaints,   they   alleged       that   "ORIL's    regulatory

structure, which precluded them from making a reasonable profit in

their milk business, constituted a confiscation of property in

violation of the Takings Clause."           

   VTM and Suiza moved for a

preliminary injunction to prevent the Administrator of ORIL from

continuing to implement the contested regulations.             

.

            The district court granted the preliminary injunction,

reasoning that Suiza and VTM had a likelihood of success on the

merits.     Vaquería Tres Monjitas, Inc. v. Laboy, 

                                    - 9 -
(D.P.R. July 13, 2007), aff'd sub nom. Vaquería Tres Monjitas,

Inc. v. Irizarry, 

 (1st Cir. 2009).                      It also ordered

that a temporary mechanism be put in place as a remedy.                     To comply

with     this       order,    ORIL   "implemented      a     'regulatory    accrual'

mechanism that placed a small surcharge on every quart of milk

sold to consumers."            Beiró, 

.         The surcharge "then

went into an account to benefit Suiza and VTM."                   

               On    appeal,    we   affirmed    the   grant    of    a   preliminary

injunction, reasoning that VTM and Suiza had a likelihood of

success on their due process argument.                     Irizarry, 

.   Accordingly, we saw no need to reach the Takings Clause claim

and we noted that our decision was in no way a "commentary on [the]

merits" of that claim.           

 at 483 n.18.

               In 2013, VTM and Suiza reached a settlement with ORIL

and the Secretary of Puerto Rico's Department of Agriculture on

behalf    of    Puerto       Rico,   ending   the   aforementioned        litigation.

Beiró, 

.              Pursuant to the agreement, ORIL would

"promulgate a new regulatory scheme."                  

    The settlement also

specified that Suiza and VTM were owed approximately $171 million

in "regulatory accrual," -- approximately $123 million of which

was owed to Suiza -- and designated two sources for payment of

that liquidated accrual amount.               First, as specified in paragraph

14 of the settlement agreement, the Commonwealth would contribute

just over half of the amount in direct payments to Suiza and VTM.


                                        - 10 -
Second, milk prices would be increased, such that the remaining

balance of the regulatory accrual would be borne by consumers,

over time, through the surcharge.

            The settlement agreement explained that it was a "final,

absolute,    binding      and   unappealable         Judgment."     Moreover,    the

parties agreed that the stipulation would "have the effect of

dismissing    the    instant     case    with       prejudice."     The    agreement

specified that the "parties have agreed to settle all matters

pending in the instant action . . . without conceding any of

Plaintiffs['] . . . claims as alleged in the complaint, or the

validity of any of the judicial orders, opinions or resolutions

entered by [the various courts]."               In November 2013, the district

court entered an order approving the settlement agreement and

incorporating it as a consent decree.                 

                                          B.

            In May of 2017, the Financial Oversight and Management

Board of Puerto Rico ("FOMB" or the "Board") filed a series of

Title III petitions on behalf of Puerto Rico.                      These petitions

"commence[d]    proceedings        to     restructure        the   debts    of   the

Commonwealth        and    a     number        of      its   instrumentalities."

Fin. Oversight & Mgmt. Bd. for P.R. v. Cooperativa de Ahorro y

Credito Abraham Rosa (In re Fin. Oversight & Mgmt. Bd.), 

, 38 (1st Cir. 2022).




                                        - 11 -
             Suiza filed a proof of claim.         This proof described

Suiza's claim as a $48,485,151.22 "NON-DISCHARGABLE REGULATORY

ACCRUAL CLAIM FOR U.S. CONSTITUTION[AL] VIOLATIONS INVOLVING [THE]

TAKINGS CLAUSE."     Suiza also checked the box that indicated that

its claim was unsecured.       FOMB has not objected to Suiza's proof

of claim.1

             The Title III proceedings involved lengthy negotiations

involving a variety of stakeholders.        

    Ultimately, the Board

submitted a Modified Eighth Amended Plan of Adjustment for the

Commonwealth and two of its instrumentalities (the "Plan"),2 which

the Title III court confirmed.         The Plan treats Suiza's claim as

part of Class 53, a group of "Dairy Producer" claimants that are

entitled to receive, in full consideration of any allowed claim,

50% of the claim.3 The Plan also specifies that "the Commonwealth's

obligation    for   the   regulatory   approval   accrual   set   forth   in



     1 FOMB asserts, and Suiza does not dispute, that FOMB was not
yet time-barred from filing an objection to Suiza's proof of claim
when the Board submitted the Plan.       However, for the reasons
discussed in Section II.B. of this opinion, we conclude that FOMB
need not file a formal objection to Suiza's claim for us to address
and resolve the issues presented by this appeal (despite Suiza's
insistence to the contrary).
     2 The Plan of adjustment under the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA") designates
classes of claims to be adjusted and specifies treatments for
any class of claim that is impaired.
     3 Suiza was to be paid in three installments, first on the
effective date of the Plan, then in July of each fiscal year.


                                  - 12 -
decretal paragraph 14 of the [settlement] shall be treated and

discharged in accordance with the Plan and shall not be recouped

by a holder of a Dairy Produce[r] Claim from any other source."

Plan § 57.1.

              A separate group of claimants ("takings claimants")

filed proofs of claim in which they explained that their claims

were for just compensation for pre-petition takings.             Cooperativa

de Ahorro y Credito Abraham Rosa, 41 F.4th at 38.              After motions

practice and several days of hearings, the district court concluded

that the Plan must provide full payment to the takings claimants.

In re Fin. Oversight & Mgmt. Bd., 

, 294-98 (D.P.R.

2022).    The Plan thus classified these claims as Class 54 and

specified that Class 54 claimants are entitled to payment in full

(i.e., to receive 100% payment of allowed claims).             Plan § 58.1.

The   Board    appealed,   and   we   affirmed   the   Title    III   court's

conclusion that the pre-petition takings claims must be paid in

full.    Cooperativa de Ahorro y Credito Abraham Rosa, 41 F.4th at

46.

              Suiza objected to confirmation of the Plan.             It made

four arguments.      First, it argued that it had a Takings Clause

claim that was non-dischargeable. Next, it maintained that because

its claim had not been objected to, it must be deemed allowed and

could not be modified through the plan confirmation process.

Third, Suiza claimed that the Plan unfairly discriminated against


                                  - 13 -
Suiza, given that its takings claims were not exempted from

discharge but the Class 54 claims were.                         Finally, it contended

that   the   Plan    provided          an    improper      third-party        release    by

precluding Suiza from recouping the discharged portion of the

Commonwealth's obligation from another source.

             The Title III court overruled Suiza's objections and

confirmed    the    Plan.        The    court      reasoned      that    Suiza   had    not

"demonstrated      that     it   has    a    factual       or   legal    basis   for    its

assertion that it holds a valid Takings Clause Claim that is

protected    by    the    Fifth    Amendment."             Specifically,       the   court

explained, Suiza settled its dispute before receiving a final

judgment on its Takings Clause claim.                  The court highlighted that

the settlement made no concession about the validity of the takings

claims, and provided that it would constitute a final judgment

dismissing the action with prejudice.                       The court consequently

concluded that Suiza had only a "contract-based claim for payment

pursuant     to    the    [settlement],"           which    could       be   impaired    in

bankruptcy.

                                  II. DISCUSSION

             Suiza reiterates the arguments it made to the Title III

court.     We consider and reject each argument in turn.

                                              A.

             The Plan properly classifies Suiza's claim as a non-

takings claim. Whether or not a constitutionally recognized taking


                                            - 14 -
occurred, Suiza relinquished any takings claim it might have had

when it voluntarily entered a settlement agreement in 2013.

          "[S]ettlement agreements,      if   valid   and   not   against

public policy, are voluntary surrenders of the right to have one's

day in court."    Bandera v. City of Quincy, 

 (1st

Cir. 2003).      In maintaining that, despite the settlement, it

continues to have a cognizable takings claim, Suiza asks us to re-

write the law of settlements.   As the Supreme Court explained over

a century ago:

     Much the largest number of controversies between
     business men are ultimately settled by the parties
     themselves; and when there is no unfairness, and all the
     facts are equally known to both sides, an adjustment by
     them is final and conclusive. Oftentimes a party may be
     willing to yield something for the sake of a settlement;
     and if he does so with a full knowledge of the
     circumstances, he cannot affirm the settlement, and
     afterwards maintain a suit for that which he voluntarily
     surrendered.

          Hager v. Thomson, 

 (1861).          In

the 2013 settlement, Suiza "voluntarily surrendered" its takings

claim.   

   It "yield[ed]" this claim for the sake of ending a

long-running and expensive litigation process.        

   It also came

out of the exchange with an agreement that it was entitled to

approximately $123 million in regulatory accrual.

          Suiza has not argued to us that the settlement is invalid

or contrary to public policy.    And there is no question that the




                                - 15 -
settlement covers the takings claim at issue here.4                 Suiza thus

"surrender[ed its] right to have [its] day in court" to press for

redress, Bandera, 

, and its takings claim was

extinguished by its settlement with ORIL.                See Haspel & Davis

Milling & Planting Co. v. Bd. of Levee Comm'rs., 

(5th Cir. 2007) ("Because we conclude that, by entering into the

Settlement Agreement, the landowners compromised their takings

claim against the Levee Board, and thus, extinguished any takings

claim they may have had, the landowners' only legal recourse is to

enforce their rights under the Settlement Agreement and Consent

Judgment.").

            Suiza     urges    us   to    pull   the   curtain    back   on   the

settlement agreement and look more searchingly.                If we do so, it

assures   us,   the   events    and      judicial   opinions     preceding    the

settlement agreement will reveal that a taking occurred.                      We

decline Suiza's invitation.

           To do so would undermine the settlement's finality, as

well as the principle that "once a settlement is concluded, the


     4 UnderPuerto Rico law, settlements are interpreted according
to "the settling parties' intent as controlling."       Vernet v.
Serrano-Torres, 

 (1st Cir. 2009) (quoting Río Mar
Assocs., LP v. UHS of P.R., Inc., 

 (1st Cir.
2008)). And from the settlement language here, it is clear that
the parties intended the settlement to extinguish Suiza's claim
pursuant to the takings clause. For illustration, contrast the
language in the settlement between Suiza and ORIL with language in
cases that we found insufficient to show plaintiff's intent to
settle. 

 at 260–61.


                                      - 16 -
merits of the antecedent claims will not thereafter be examined."

See, e.g., United States v. Baus, 

 (1st Cir.

1987) (citing Bostick Foundry Co. v. Lindberg, 

(6th Cir. 1986)).5

          Finally, Suiza argues that even though settlements can

extinguish    other   claims,    takings   claims   are   special.

Specifically, Suiza claims that, because of the "self-executing

character" of the Fifth Amendment, the right to just compensation

arises immediately after a taking has occurred and cannot be

disturbed or nullified in any way by the government's actions post-

taking.   See Knick v. Twp. of Scott, 

 (2019)

(quoting First English Evangelical Lutheran Church of Glendale v.

Cty. of L.A., 

 (1987)).      But the cases Suiza

relies on -- Knick, First English, and Jacobs v. United States,

 (1933) (which First English heavily relied on) --

explicate only that the government cannot unilaterally extinguish



     5 As the parties have, we assess the effect of the settlement
on the parties' claims under federal law.     However, even if we
were to do so under Puerto Rico law, as a question of contract
law, the result is the same: a valid and binding settlement (or
"compromise") extinguishes the parties' claims.        See, e.g.,
Caraballo Cordero v. Banco Financiero de P.R., 

 (D.P.R. 2002) (explaining that under Puerto Rico law,
"'[a] compromise is a contract by which each of the parties in
interest, by giving, promising, or retaining something, avoids the
provocation of a suit, or terminates one that has already been
instituted'. . . . Once the existence of a compromise has been
established, such a contract becomes res judicata." (quoting P.R.
Laws Ann. § 4821)).


                                - 17 -
takings rights by, for example, repealing a challenged ordinance.

See Knick, 

 ("[W]here the government's activities

have already worked a taking . . . no subsequent action by the

government can relieve it of the duty to provide compensation.")

(alteration in original) (emphasis added) (quoting First English,

).      But these cases say nothing about whether

property   owners,   through   agreement   with   the   government,   can

extinguish their own takings claims by settling.        In keeping with

the principles discussed above, we conclude that, in the context

presented by this case, they can.

            After the settlement, any takings claim that Suiza might

have had against the Commonwealth was replaced by a contractual

claim.6    Such a claim can properly be impaired and discharged in

bankruptcy.    See 

(a) (incorporated in PROMESA at

§ 301).7

                                  B.

            Next, we address Suiza's procedural argument, in which

it maintains that its claim in the Title III proceeding must be

considered a takings claim because its proof of claim identified


     6  Although the settlement agreement was approved and
incorporated into a judgment by the district court, Suiza makes no
claim to be a judgment creditor and has thus waived any argument
to that effect. See Vázquez-Rivera v. Figueroa, 

, 46-
47 (1st Cir. 2014) (arguments not raised in opening brief on appeal
are waived).
     7 Suiza expressly disclaims any argument that the Plan itself
effectuated a taking.


                                - 18 -
it as such and FOMB never filed a formal objection to that claim.

Suiza argues that the nature of its claim could only be modified

in response to such an objection and through the proceedings that

would follow.      Suiza therefore claims that it was improper for the

Title III court to modify the nature of its claim through the Plan

confirmation process.

          However, even if we were to accept Suiza's argument that

the Title III court's adjudication of the nature of its claim

through the Plan confirmation process was in error, any such error

would be harmless.         Accordingly, we reject Suiza's procedural

challenge.

                                      i.

          

(a) explains that "[a] claim or interest,

proof of which is filed under section 501 of this title, is deemed

allowed, unless a party in interest, including a creditor of a

general partner in a partnership that is a debtor in a case under

chapter   7   of    this   title,   objects."      

(a)

(incorporated in PROMESA at § 301).          Once an objection to a claim

is made, the party asserting the claim is entitled to "notice and

a hearing" after which the court shall resolve the objection to

the claim and determine its validity.         

(b).8   "[T]he


     8 Although the text of 

(b) only explicitly
instructs that the court shall determine the amount of a claim
following a hearing on the objection, the rule also governs
objections to the nature of a claim. See In re Galindez, 514 B.R.


                                    - 19 -
comprehensive      chapter      11   statutory     scheme    [thus]    defines    the

minimum due process for dealing with creditors, [and] requires

compliance with the claim objection procedures . . . ."                        In re

Dynamic Brokers, 

 (B.A.P. 9th Cir. 2003).

            However, claim objections may be resolved outside of

those specific procedures so long as the parties are afforded

comparable rights as would have been available in the event of a

formal claim objection and thus receive due process.                     See In re

Garvida, 

 (B.A.P. 9th Cir. 2006) (affirming the

resolution of a claim objection through plan confirmation, on

harmless error grounds, where the parties "litigated the plan

confirmation as if it was a claim objection proceeding"); see also

In   re   Fili,    

,    374     n.7   (B.A.P.   1st    Cir.   2001)

(explaining       that   the    "perceptible       tension    between    the     plan

confirmation process and the claims allowance/disallowance process

. . . is relaxed entirely with an appreciation that . . . [n]otice



79, 92 (Bankr. D.P.R. 2014) ("Debtors who wish to challenge the
allowance, amount or characterization of a claim should object to
[the] proof of claim . . .") (emphasis added); In re McLemore, 

 (Bankr. S.D. Ohio 2010) ("The claim allowance process
set forth in §§ 501-506 controls whether an entity holds a claim
which may be paid by the bankruptcy estate and, if so, the proper
amount of any such claim and the nature of the claim, including
whether it is entitled to priority or secured status.") (emphasis
added); In re De Jesus, 

, 197 n.19 (Bankr. D. Minn.
2001) (explaining that a debtor who "ha[s] a contention with any
of [a] claim's characteristics" has an obligation to object and to
resolve that objection "in the context of a formal court
proceeding").


                                        - 20 -
and procedural due process can be satisfied in several ways without

violating any fundamental principles of bankruptcy law" and that

"with adequate notice and opportunity for hearing, disputes that

could be resolved through other procedural vehicles . . . may

appropriately be determined at confirmation") (internal citations

omitted); In re Woods, 

 (Bankr. N.D. Ohio 2009)

("This is not to say that, where a creditor files a proof of claim,

a provision in a confirmed plan can never operate to reduce,

eliminate or otherwise modify the creditor's claim.                     To the

contrary, the plan confirmation process can often be the proper

forum when addressing disputes concerning the treatment of a

creditor's claim.        However, the question in this regard is still

one    of    due   process.")   (emphasis     added)   (internal      citations

omitted).

              Accordingly, courts within this circuit have explained

that a "plan which modif[ies] the rights of a secured creditor

[is]   the    functional    equivalent   of    a   claims   objection       under

§ 502(a).      It does not matter, substantively, which route the

debtor takes so long as the creditor is informed of the itinerary

and has an adequate opportunity to respond either by defending its

proof of claim or by pressing an objection to the plan."                    In re

Searcy, 

 (Bankr. D. Mass. 2005).              In fact, even

In re Dynamic Brokers, on which Suiza relies for the proposition

that   parties     are   "preclude[d   from]   using   a    chapter    11    plan


                                   - 21 -
provision as the means to reduce a claim that is 'deemed allowed'

without the creditor's consent," 

, explained that

it was "not hold[ing] that a plan can never be used to object to

a claim of a creditor who does not actually consent to such an

objection," but instead that, if the objection is resolved through

the plan confirmation process, "the essence of Rule 3007 must be

complied with,"   

 (emphasis added) (discussing Fed. R.

Bankr. P. 3007, which governs objections to claims).

          Furthermore, Rule 9005 of Bankruptcy Procedure explains

that errors that do not affect a party's substantial rights should

be disregarded.   Fed. R. Bankr. P. 9005 (incorporating Rule 61 of

Civil Procedure); 

 (explaining that the Federal

Rules of Bankruptcy Procedure apply to PROMESA cases).   Thus, even

when there has been a procedural misstep, we will not reverse

without a showing of prejudice.    See In re Valente, 

 (1st Cir. 2004).

          Therefore, even if we were to accept Suiza's contention

that the Title III court erred by adjudicating FOMB's objection to

Suiza's claim through the plan confirmation process, we may find

any such error harmless and affirm the resolution, so long as the

adjudication offered the parties comparable opportunities as would

have been available in the event of a formal claim objection and

did not offend their rights to due process.

                                  ii.


                              - 22 -
           In order to determine whether the Title III court's

alleged procedural error denied Suiza due process, we examine what

process would have been available to Suiza had FOMB filed a formal

claim objection pursuant to Rule 3007 and then contrast that with

the process that was provided here.

           

(b) provides that notice and a hearing

are required before the district court shall rule on an objection

to a claim.     Rule 3007 provides additional detail regarding the

form and timing of notice that must be given, explaining that "a

notice of objection that substantially conforms to the appropriate

Official Form shall be filed and served [on the claimant] at least

30 days before any scheduled hearing on the objection or any

deadline for the claimant to request a hearing."             Fed. R. Bankr.

P. 3007(a)(1).   As for the hearing, Rule 3007's Advisory Committee

Note states that "[t]he contested matter initiated by an objection

to a claim is governed by Rule 9014."         See also In re Levoy, 

 (B.A.P. 9th Cir. 1995) ("Most authorities agree that

claim objections are contested matters.         Thus, we hold that Fed.

R. Bankr. P. 9014 applies to objections to claims.") (internal

citations omitted).

           Accordingly, it is clear that if, as Suiza contends was

required, FOMB had formally filed an objection to Suiza's claim,

Suiza   would   have   been   entitled   to   (1)   notice    and   (2)   the

opportunity to litigate FOMB's objection as a contested matter


                                 - 23 -
governed by Rule 9014.9    Because we conclude that Suiza received

adequate notice of FOMB's objection to its claim, and because Suiza

and FOMB did proceed to litigate that objection as a contested

matter governed by Rule 9014, we find no harm or violation of due

process in the Title III court's adjudication of FOMB's objection

to Suiza's claim.10

                                 iii.

           First, as to notice, both the record and the parties'

briefs are silent as to the form of notice that Suiza received.

It is no stretch whatsoever, however, to conclude that Suiza was

put   on   notice   of   the   fact   that   FOMB   objected   to   the

characterization of Suiza's claim as a takings claim no later than

when FOMB proposed a plan of adjustment that explicitly refused to

treat Suiza's claim as a non-dischargeable takings claim and only

proposed to pay Suiza 50% of what Suiza claimed to be owed (the




      9Suiza does not specifically allege that either notice or
its opportunity to be heard were deficient. Instead, as discussed,
Suiza simply alleges generally that the adjudication of its claim,
absent a formal objection from FOMB, was in error. Because any
such error was harmless as long as the parties were afforded due
process, and due process in the context of a formal claim objection
requires both notice and an opportunity to be heard (in a
proceeding governed by Rule 9014), we will assess whether either
of those requirements were wanting here.
      10Suiza does not claim that it was entitled to litigate
whether it had a takings claim at an adversary proceeding, rather
than a contested matter, and has thus waived any such argument.


                                - 24 -
Seventh Amended Plan of Adjustment).11            While this notice did not

take the exact form described by Rule 3007, we are comfortable

saying that it complied with "the essence" of that rule.                  In re

Dynamic Brokers, 

.             "An objection to a proof of

claim . . . serves the purpose of putting the parties on notice

that litigation is required to resolve the objection and to make

a   final    determination      on   the   allowance    or   disallowance    of

the claim."     In re Taylor, 

 (5th Cir. 1998).

Here, this purpose was served by FOMB's proposed plan.                    Suiza

clearly     received   actual    notice    that   the   proposed   Plan   would

discharge its claims: Suiza proceeded to object to the proposed


      11Although the Plan went through different iterations while
Suiza was in the process of objecting to the Plan's treatment of
its claims, as described below, the Seventh Amended Plan (and later
iterations) were identical as to the relevant dispute here -- the
Plans allowed Suiza to collect only 50% of its allowed claim.
Suiza consistently argued this was not sufficient, as it had a
non-dischargeable takings claim.
     To the extent that Suiza contends that the Plan failed to
provide notice that FOMB disputed that Suiza had a takings claim
because, at the time of plan confirmation, FOMB was arguing that
it had the authority to discharge all takings claims, we find this
argument unavailing.     The Seventh Amended Plan of Adjustment
specifically noted that Suiza's claim arose from "the Dairy
Producer Settlement" -- a contract -- not from a taking, and placed
Suiza and the other dairy producers in a separate class from the
takings claimants. Suiza's objection to that Plan then focused on
the Plan's characterization of the nature of Suiza's claim and
devoted significant argumentation to explaining why Suiza's claim
is properly considered a takings claim. Finally, FOMB's omnibus
reply to the objections to the Plan explicitly stated that "Suiza
Dairy's claim arises from a prepetition promise to pay contained
in a settlement agreement, and thus is nothing more than an
unsecured claim for breach of contract."



                                     - 25 -
plan on the grounds that the Plan did not treat Suiza's claim as

a non-dischargeable takings claim and proceeded to litigate that

issue before the Title III court.        Suiza thus cannot contend that

it was unaware that FOMB objected to its claim as characterized in

its proof of claim.

            Furthermore, Suiza was made aware of this objection far

in advance of any final determination on the treatment of its

claim.     The Seventh Amended Plan of Adjustment was filed on July

30, 2021, and Suiza objected to that plan on October 19, 2021.

The parties then actively participated in proceedings addressing

the issues raised in Suiza's objection, including at hearings held

in November 2021, until the Plan of Adjustment (by that time the

Eighth Amended Plan of Adjustment) was ultimately confirmed in

January 2022.

            Accordingly, we find that Suiza had sufficient notice of

FOMB's objection to its claim and reject any argument that the

Title     III   court's   adjudication   of   the   objection   via    plan

confirmation deprived Suiza of due process because of inadequate

notice.

                                   iv.

            Next, as to the hearing, Suiza received the same manner

of hearing that it would have had if FOMB filed a formal objection

to its proof of claim.        FOMB's filing of a formal objection to

Suiza's claim would have initiated a contested matter.                In re


                                  - 26 -
Thompson, 

, 1147 n.14 (1st Cir. 1992), as amended (May

4, 1992); Fed. R. Bankr. P. 3007 Advisory Committee Note.      But

when Suiza objected to the Plan, that objection initiated a

contested matter.     See In re Mansaray-Ruffin, 

(3d Cir. 2008); Fed. R. Bankr. P. 3020(b)(1).   Suiza proceeded to

litigate its objection, thereby litigating the issue within the

rules governing contested matters.      Thus, to the extent Suiza

argues the nature of its claim should have been resolved as a

contested matter, this was indeed the treatment it received.

Compare Fed. R. Bankr. P. 3007 Advisory Committee Note ("The

contested matter initiated by an objection to a claim is governed

by rule 9014.") with Fed. R. Bankr. P. 3020(b)(1) ("An objection

to confirmation is governed by Rule 9014.").

          Suiza does not point us to any specific aspects of the

proceedings that fell short of the procedures or rules governing

contested matters or governing the claim objection process.     We

are left, therefore, somewhat unsure of what Suiza thinks went

wrong here.

          As far as we can tell, Suiza's only plaint involves which

party initiated the proceeding, and how the proceedings were

initiated.    According to Suiza, the Board should have objected to

its proof of claim.   Instead, Suiza initiated the contested matter

by objecting to the Plan and disputing its characterization of its

claim.   But Suiza makes no convincing argument that the Title III


                               - 27 -
court's choice to determine whether Suiza had a takings claim after

an objection by Suiza at confirmation, rather than through a

contested   matter   prompted   by   an   objection   from    the   Board,

materially affected it in any way.

            Suiza advances no argument, for instance, that it did

not have an appropriate opportunity to be heard.             And in fact,

Suiza had an extensive opportunity to be heard on its contentions.

            For example, on July 30, 2021, the Board filed its

Seventh Amended Plan.    Suiza objected to the Seventh Amended Plan

on October 19, 2021, arguing that its claim was in nature a takings

claim, and the Plan must treat it as non-dischargeable.         The Board

replied in an omnibus reply eight days later, explaining that

Suiza's claim was contractual, and was not a takings claim.

            On November 3, 2021, the Board filed an Eighth Amended

Plan.    The Title III court then held eight days of confirmation

hearings, spanning from November 8th to November 23rd.              At the

hearings, Suiza litigated whether or not it had a takings claim or

a contractual claim, with the Title III court engaging Suiza

multiple times specifically about its position on this issue.          The

Board also participated in these hearings, using some of its time

at oral argument to dispute Suiza's argument that it had a takings

claim.

            After the confirmation hearings, the Title III court

ordered Suiza to "provide additional information regarding its


                                - 28 -
takings claim" and "provide additional support for the basis of

its constitutional takings claim," a request made "in relation

with the Modified Eighth Amended Plan of Adjustment."          Suiza did

so on November 24, 2021, submitting a motion and attaching nine

exhibits regarding its takings argument.          On November 28, 2021,

the Board submitted an additional Modified Eighth Amended Plan.

Suiza submitted an objection to the modified Eighth Amended Plan

on December 23, 2021, reiterating its argument that it held a

takings claim.   The final Plan was submitted on January 14, 2022,

and confirmed on January 18, 2022.      In the Title III court's order

confirming the plan, it acknowledged (and overruled) Suiza's many

oppositions to the confirmation of the Plan.

          Suiza thus cannot demonstrate that it was deprived of an

adequate opportunity to be heard regarding the nature of its claim.

Indeed, in its December 2021 objection to the Plan, Suiza noted

that its contentions, including that it had a takings claim, had

"already been abundantly argued."

          The only deficiency that Suiza arguably alleges (in a

single sentence of its brief) is that it was denied an evidentiary

hearing to present evidence of the nature of its claim.        But Suiza

does not explain what doors would have been opened through this

evidentiary   hearing,   given   the   evidence   already   presented   in

Suiza's many filings (including exhibits) and at the hearings

before the Title III court.       In fact, each time that Suiza has


                                 - 29 -
been provided with an opportunity to support its claim, the only

evidence that it has put forth has been rulings from Suiza's

underlying dispute with the Commonwealth in which the district

court found, and this court affirmed, that Suiza had a likelihood

of   success   on    the   merits    of   its   various   claims   against   the

Commonwealth.       Suiza has not suggested or indicated that it has

any other relevant evidence.              As we explained in Section II.A.

above, these rulings (or any other evidence that Suiza could muster

demonstrating       that   it    suffered   a   taking    pre-settlement)    are

immaterial to our conclusion that Suiza's settlement with the

Commonwealth extinguished whatever claims Suiza had and converted

them to contractual claims.           See In re Gentile Fam. Indus., No.

BAP CC-13-1563-KITAD, 

, at *6 (B.A.P. 9th Cir. Aug.

19, 2014) (finding harmless error and noting that given "the issue

before the court was purely one of law," the court failed to see

"how an adversary (or some other) proceeding would have produced

a materially different result").

           In light of the foregoing, even if it were procedurally

improper, we    would      affirm the Title III court's decision to

determine that Suiza did not have a takings claim at confirmation,

given that Suiza has not articulated any prejudice that it faced

from not litigating this issue upon an objection to its proof of

claim from the Board.           Suiza was afforded an opportunity equal to

that which would have been available had the Board objected.


                                      - 30 -
Indeed, we are confident that had the Board objected to Suiza's

proof of claim, the outcome would have been the same. Accordingly,

Suiza was not denied due process, and we affirm on this issue as

well.       See      In   re    Hines,    

   (6th

Cir.), aff'd, 

 (B.A.P. 6th Cir. 2006) ("In the absence

of any demonstrable prejudice, there is no error resulting from

the lack of [specific] proceeding."); In re Valente, 

 (no prejudice when complaint not filed under rules governing

adversary proceeding when "proceedings provided [party] with more

than adequate notice and an opportunity to be heard"); In re Moye,

No. BNKR. 07-37770, 

, at *7 (S.D. Tex. Aug. 17,

2010), aff'd, 

 (5th Cir. 2011) ("Any violation of

the     rules   in    failing    to     treat    the claim as    an    'adversary

proceeding' was both inconsequential and harmless in light of

the bankruptcy court's full consideration of [the] evidence and

arguments during the prior hearing.").12

                                          C.

            Next, Suiza argues that the Plan unfairly discriminates

by treating its claim differently than other takings claims.

Specifically,        Suiza     argues    that     "Bankruptcy     Code     section



      12 Suiza does not raise, and has therefore waived, any specific

due process arguments premised on the absence of any particular
procedures -- such as the opportunity to litigate one-on-one, see
In re Garvida, 

 -- that may have been available in
the event of a formal claim objection.


                                        - 31 -
1129(b)(1) provides that a plan can be confirmed over the rejection

of a class only if the plan does not discriminate unfairly with

respect to each class that has not accepted the plan."

            Suiza's   unfair discrimination argument rests on the

threshold contention that Classes 53 and 54 have identical takings

claims, yet receive different treatment under the Plan.                   But for

the reasons described in Section II.A., the                  Title III       court

properly concluded that Suiza did not have a takings claim.                  Thus,

Suiza's unfair discrimination argument fails.

                                     D.

            Suiza finally argues that the Plan provides an improper

third-party release.      Specifically, Suiza contends that the Plan

"grant[ed] a release to the public at large as to the Dairy

Producers    regulatory   accrual"        established   by    the    settlement

agreement.     Suiza, suggesting a test for determining whether a

Plan with a third-party release "may be approved," urges that the

test was not met here and therefore the Title III court erred in

confirming the Plan.      But the Plan does not contain a third-party

release, and we thus reject Suiza's argument.

            Recall that the 2013 settlement agreement enumerated the

total   regulatory      accrual      to     which    Suiza     was        entitled

(approximately $123 million).        It designated two sources for this

money: first, as laid out in paragraph 14 of the settlement, the

Commonwealth    would   contribute    slightly      more   than     50%    of   the


                                  - 32 -
regulatory     accrual     through     direct      payments    to    the   regulatory

accrual payout fund to be distributed to                      the milk producers

(including Suiza).         Second, increased milk prices (i.e., a milk

surcharge) would provide the remaining funds.                   The Plan impairs

and    discharges   the        Commonwealth's      obligation       to   make    direct

payments.      Under the Plan, the Commonwealth will pay only 50% of

the outstanding obligations that it owes Suiza under paragraph 14

of the settlement.

              Suiza argues that the Plan therefore includes a third-

party release by "granting a release to the public at large as to

the    Dairy    Producers       regulatory        accrual"    determined        in   the

settlement.      Specifically, Suiza contends that because the Plan

(1) discharges the Commonwealth's obligation to pay in full its

contribution to the regulatory accrual, and (2) prohibits Suiza

from recouping the discharged portion of that obligation from any

other source, the Plan releases the milk consuming public at large

from    its    liability       to   cover   the    discharged       portion     of   the

regulatory accrual.        This argument reflects a misunderstanding as

to the nature of third-party releases.

              A non-consensual third-party release is the "involuntary

extinguishment      of     a    non-debtor,       third-party's      claim      against

another non-debtor, third-party."             Eamonn O'Hagan, On A "Related"

Point:    Rethinking     Whether       Bankruptcy     Courts    Can      "Order"     the

Involuntary Release of Non-Debtor, Third-Party Claims, 23 Am.


                                       - 33 -
Bankr. Inst. L. Rev. 531, 531 (2015); see also 18 A.L.R. Fed. 3d

Art. 2 § 2 (Originally published in 2016) (describing third party

releases     as     "releases    [that]      prevent     nondebtors/third-

parties (primarily     creditors)   from     prosecuting    claims   against

other nondebtors/third-parties (primarily individuals associated

with the debtors)"). For example, sometimes a debtor corporation's

reorganization      plan   may   include      language     releasing       that

corporation's      non-debtor    directors     from    liability     to     the

corporation's creditors (or to non-creditor third parties) for

claims arising from their management of the corporation, because

that liability could otherwise adversely impact the estate and

threaten the distribution of assets as set out in the plan (if,

say, the debtor-corporation would be required to indemnify its

directors against such claims).        See, e.g., In Re Purdue Pharma

L.P., 

, 77-83 (2d Cir. 2023) (approving reorganization

plan's   inclusion    of   non-consensual     third-party    releases       for

corporation's directors and officers), cert. granted, Harrington

v. Purdue Pharma, L.P., No. 23-124, --- U.S. ----, --- S. Ct. ---

-, 

 (Aug. 10, 2023).

           Here, there is no third-party release, as the Plan does

not purport to discharge any third parties of liabilities they may

owe Suiza.        The Plan, in section 57.1(b), releases only the

Commonwealth's liability for its direct payments to the regulatory

accrual payout fund under paragraph 14 of the settlement.                 As is


                                  - 34 -
apparent,    the    Commonwealth    is    not     a   non-debtor    third-party.

Although    the     Plan   precludes      Suiza       from   "recoup[ing]"     the

discharged portion of the regulatory accrual "from any other

source," Suiza does not have any claim against any third party for

that portion of the regulatory accrual; thus, the Plan did not

discharge any such claims.

            Suiza maintains that it has a claim against the "public

at large" which the Plan, and the Title III court through its

approval of the Plan, improperly released.13                 But this contention

stretches the language of the 2013 settlement agreement beyond

reason.    In the 2013 settlement, the parties agreed that Suiza was

entitled    to    approximately    $123   million       dollars    in   regulatory

accrual, and that a portion of that accrual would be collected

through a surcharge on milk which is ultimately paid by the public.

But the settlement agreement contains no language suggesting in

any way that the milk consuming public had or has a liability to

Suiza for the Commonwealth's direct payment share of the fund.

Instead,    the    relevant   provisions        merely       indicate   that   the

Commonwealth was obligated to apply a surcharge to the price of


     13In its reply brief Suiza contends, for the first time, that
an improper third-party discharge was also granted to Puerto Rico's
government officials in their individual capacities. Because this
argument is raised for the first time in Suiza's reply brief, and
is only briefly mentioned without any effort at developed
argumentation, we consider it waived. See United States v. Casey,

 (1st Cir. 2016); United States v. Zannino, 

 (1st Cir. 1990).


                                    - 35 -
milk, according to a schedule, and that the surcharge revenue would

be passed on to Suiza.    Nothing in the Plan impairs or modifies

this provision of the settlement.   See Plan § 57.1(c) ("[T]he Plan

shall not affect the regulatory accrual charge being assessed on

and paid from the cost of milk pursuant to the Dairy Producer

Settlement.").   Further, the fact that the Plan discharges a

portion of the regulatory accrual that is to be paid by the

Commonwealth did not transform Suiza's pre-existing claims against

the Commonwealth into claims against the public at large.     Suiza

has not presented any argument for why it has a valid claim against

the nebulous "public at large" for an undefined increase or

extension of taxes on the sale of milk to cover a portion of the

settlement agreement for which the Commonwealth, and not the public

at large, is liable.   The Plan therefore does not purport to impair

any settlement-related debt owed to Suiza by the milk consuming

public and no third-party release is at issue here.14     We reject

Suiza's contrary arguments.

                          III. CONCLUSION

          For the for foregoing reasons, we affirm the judgment

below.




     14 Because we conclude there is no third-party release at
issue, we need not confront Suiza's contentions related to why a
third-party release was inappropriate.


                               - 36 -