UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.

Debtors.1

PROMESA

Title III

Case No. 17 BK 3283-LTS

(Jointly Administered)

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

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO PUBLIC BUILDING AUTHORITY,

Debtor.

PROMESA

Title III

Case No. 19 BK 5523-LTS

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

COVER SHEET TO TWENTY-SECOND MONTHLY FEE APPLICATION OF

O’NEILL & BORGES LLC FOR COMPENSATION FOR SERVICES

RENDERED AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS TO

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR

PUERTO RICO, AS REPRESENTATIVE OF DEBTOR, PUERTO RICO PUBLIC

BUILDING AUTHORITY, FOR THE PERIOD OF

JUNE 1, 2021 THROUGH JUNE 30, 2021

1 The Debtors in these jointly-administered Title III Cases, along with each Debtor’s respective Title III case number listed as a

bankruptcy case number due to software limitations and the last four (4) digits of each Debtor’s federal tax identification number,

as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax

ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four

Digits of Federal Tax ID: 8474); (iii) Employees Retirement System of the Government of the Commonwealth of Puerto Rico

(“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (iv) Puerto Rico Highways and

Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) Last Four Digits of Federal Tax ID: 3808); (v) Puerto

Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747);

and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-BK-5233-LTS) (Last Four Digits of Federal

Tax ID: 3801) (Title III Case numbers are listed as Bankruptcy Case numbers due to software limitations).

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 1 of 87
Name of applicant O'Neill & Borges LLC (“O&B”)

Authorized to provide professional services

to:

Financial Oversight and Management

Board, as Representative for the Debtor

Pursuant to PROMESA Section 315(b)

Time period covered by this application: June 1, 2021 through June 30, 2021

Amount of compensation sought as actual,

reasonable and necessary:

$464.85

Amount of expense reimbursement sought

as actual, reasonable and necessary:

$0.00

Total amount for this invoice: $464.85

This is a: X monthly ___ interim ___ final application

This is O&B's twenty-second monthly fee application in these cases.

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 2 of 87
Principal Certification

I hereby authorize the submission of this Monthly Fee Statement for June 2021.

/s/ Jaime A. El Koury

Jaime A. El Koury

General Counsel to the Financial Oversight and

Management Board for Puerto Rico

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 3 of 87
On September 17, 2021 sent to:

Counsel for the Oversight Board:

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attn: Martin J. Bienenstock, Esq.,

mbienenstock@proskauer.com

Ehud Barak, Esq., ebarak@proskauer.com

Proskauer Rose LLP

70 West Madison Street, Chicago, IL 60602

Attn: Paul V. Possinger, Esq.,

ppossinger@proskauer.com

Counsel for AAFAF:

O’Melveny & Myers LLP

Times Square Tower, 7 Times Square

New York, NY 10036

Attn: John J. Rapisardi, Esq., jrapisardi@omm.com

Suzzanne Uhland, Esq., suhland@omm.com

Diana M. Pérez, Esq., dperez@omm.com

Counsel for PR Fiscal Agency and Financial

Advisory Authority:

Marini Pietrantoni Muñiz LLC

MCS Plaza Suite 500, 255 Ponce de León Ave.

San Juan, PR 00917

Attn: Luis C. Marini-Biaggi, Esq.,

lmarini@mpmlawpr.com

Carolina Velaz-Rivero, Esq., cvelaz@mpmlawpr.com

Office of the United States Trustee District of PR:

Edif. Ochoa, 500 Tanca Street, Suite 301

San Juan, PR 00901

Re: In re: Commonwealth of Puerto Rico

Attn: Monsita Lecaroz, Esq.

monsita.lecaroz@usdoj.gov

Counsel for the Official Committee of Unsecured

Creditors:

Paul Hastings LLP

200 Park Avenue

New York, NY 10166

Attn: Luc. A. Despins, Esq.,

lucdespins@paulhastings.com

Casillas, Santiago & Torres, LLC

El Caribe Office Building, 53 Palmeras Street, Suite

1601

San Juan, PR 00901-2419

Attn: Juan J. Casillas Ayala, Esq.,

jcasillas@cstlawpr.com

Alberto J.E. Añeses Negrón, Esq.,

aaneses@cstlawpr.com

Counsel for the Official Committee of Retired

Employees:

Bennazar, García & Millian, C.S.P.

Union Plaza, PH-A Piso 18, 416 Ave. Ponce de León

Hato Rey, PR 00918

Attn: A.J. Bennazar-Zequeira, Esq., ajb@bennazar.org

Jenner & Block LLP

919 Third Ave

New York NY 10022

Attn: Robert Gordon, Esq., rgordong@jenner.com

Richard Levin, Esq., rlevin@jenner.com

Jenner & Block LLP

353 N. Clark Street

Chicago, IL 60654

Attn: Catherine Steege, Esq., csteege@jenner.com

Melissa Root, Esq, mroot@jenner.com

PR Department of Treasury:

PO Box 9024140

San Juan, PR 00902-4140

Attn: Reylam Guerra Goderich, Deputy Assistant of

Central Accounting, Reylam.Guerra@hacienda.pr.gov

Omar E. Rodríguez-Pérez, CPA, Assistant

Secretary of Central Accounting,

Rodriguez.Omar@hacienda.pr.gov

Angel L. Pantoja-Rodríguez Deputy Assistant Secretary

of Internal Revenue and Tax Policy

angel.pantoja@hacienda.pr.gov

Francisco Parés-Alicea, Assistant Secretary of Internal

Revenue and Tax Policy,

Francisco.pares@hacienda.pr.gov

Francisco Pena Montanez, CPA, Assistant Secretary of

the Treasury, Francisco.Pena@hacienda.pr.gov

Counsel for the Fee Examiner:

EDGE Legal Strategies, PSC

252 Ponce de León Av, Citibank Tower, 12th Floor

San Juan, PR 00918

Attn: Eyck O. Lugo, Esq., elugo@edgelegalpr.com

Godfrey & Kahn, S.C.

Onee East Main Street, Suite 500

Madison, WI 53703

Attn: Katherine Stadler, KStadler@gklaw.com

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 4 of 87
Professional Position/Title Department

Hourly

Billing

Rate

Total

Billed

Hours

Total

Compensation

Ubaldo Fernandez Jr. Member Litigation 225.00 0.30 67.50

Gabriel Miranda Rivera Associate Litigation 190.00 2.20 418.00

Vanessa Sanchez Paralegal Litigation 155.00 0.20 31.00

Totals 2.70 516.50$

Less: 10% Courtesy discount (51.65)$

464.85$

PBA TITLE III

Summary of Legal Fees for the Period June 1 through June 30, 2021

SUMMARY OF LEGAL FEES

Task Code Matter Description

Total

Billed

Hours

Total Fees

Requested

206 Documents Filed on Behalf of the Board 2.20 418.00

224 Fee Applications - O&B 0.50 98.50

516.50

Less: 10% Courtesy discount (51.65)

TOTALS 2.70 464.85

PBA TITLE III

Summary of Legal Fees for the Period June 1 through June 30, 2021

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 5 of 87
O&B requests payment and reimbursement in accordance with the procedures

set forth in the Interim Compensation Order (i.e., payment of ninety percent (90%) of

the compensation sought, in the amount of $418.37, and reimbursement of one-hundred

percent (100%) of expenses incurred, in the amount of $0.00) in the total amount

of $418.37.

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 6 of 87
Professional Certification

I hereby certify that no public servant of the Department of Treasury is a party to

or has any interest in the gains or benefits derived from the contract that is the basis of this

invoice. The only consideration for providing services under the contract is the payment

agreed upon with the authorized representatives of the Financial Oversight and

Management Board for Puerto Rico. The amount of this invoice is reasonable. The services

were rendered and the corresponding payment has not been made. To the best of my

knowledge, O’Neill & Borges LLC does not have any debts owed to the Government of

Puerto Rico or its instrumentalities.

s/Ubaldo M. Fernández

Ubaldo M. Fernández

O’Neill & Borges LLC

250 Muñoz Rivera Ave., Ste. 800

San Juan, PR 00918-1813

Tel: (787) 282-5786

Fax: (787) 753-8944

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 7 of 87
Exhibit A

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 8 of 87
 June 30, 2021

FOMB IN RE PBA TITLE III

RE: GENERAL

Enclosed please find our bill for professional services rendered and reimbursable expenses.

Should you have any questions concerning the attached bill, please do not hesitate to contact us. Your prompt 

payment would be greatly appreciated.

Sincerely Yours,

CARLA GARCIA BENITEZ 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 9 of 87
 June 30, 2021

FOMB IN RE PBA TITLE III Bill #: 398109

 Billing Attorney: CGB

 

BILLING SUMMARY 

For Professional Services Rendered and Reimbursable Expenses for the period ending

June 30, 2021:

 

Client.Matter: P1706 - 0

RE: GENERAL

 

Total Professional Services $ 516.50

Less Discount $ -51.65 

Net Professional Services $ 464.85

Total Reimbursable Expenses $ .00 

TOTAL THIS INVOICE $ 464.85 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 10 of 87
CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

1

Client.Matter: P1706 . 0 

RE: GENERAL

PROFESSIONAL SERVICES 

Date Atty Task Description Hours Rate Amount

6/01/21 UMF 224 Draft monthly fee statement of O&B for the period of 

March 2021 in the Title III case of PBA.

.30 225.00 67.50

6/01/21 VSN 224 As requested by U. Fernandez, review and compile 

March 2020 monthly fee application for PBATitle III 

Case No.19-5523.

.20 155.00 31.00

6/07/21 GMR 206 File the Certificate of No Objection regarding Motion of 

the Puerto Rico Public Buildings Authority for Entry of 

Fourth Order Pursuant to Rule 9006(B) of the Federal 

Rules of Bankruptcy Procedure Further Enlarging the 

Time Within Which to File Notices of Removal 

Pursuant to Bankruptcy Rule 9027, in Case No. 19-5523.

.20 190.00 38.00

6/07/21 GMR 206 File the Notice of Filing of Spanish Translation of 

Disclosure Statement for the Third Amended Title III 

Joint Plan of Adjustment of the Commonwealth of 

Puerto Rico, et. al., in Case No. 19-5523.

.30 190.00 57.00

6/10/21 GMR 206 File the Notice of Filing Exhibit N (Best Interest Test 

Reports) to Disclosure Statement for the Third Amended 

Title III Joint Plan of Adjustment of the Commonwealth 

of Puerto Rico, et al. in Case No. 19-5523.

.20 190.00 38.00

6/16/21 GMR 206 File the Notice of Filing of Spanish Translation of 

Exhibit N (Best Interest Test Reports) to Disclosure 

Statement for the Third Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. 

in Case No. 19-5523.

.20 190.00 38.00

6/29/21 GMR 206 File the Fourth Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. 

in case no. 19-5523.

.20 190.00 38.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 11 of 87
 O'Neill & Borges LLC

Bill #: 398109 June 30, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

2

6/29/21 GMR 206 Analyze latest version of draft discounted payoff, 

settlement and release agreement with edits made by J. 

Krumsiek and U. Fernandez to provide comments 

thereto.

.50 190.00 95.00

6/29/21 GMR 206 File disclosure statement to the Fourth Amended Title 

III Plan of Adjustment in Case No. 19-5523.

.20 190.00 38.00

6/29/21 GMR 206 File the Fourth Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. 

(Corrected Version) in Case No. 19-5523

.20 190.00 38.00

6/29/21 GMR 206 File the Notice of Errata Regarding Fourth Amended 

Title III Joint Plan of Adjustment of the Commonwealth 

of Puerto Rico, et al. in Case No. 19-5523.

.20 190.00 38.00

 TOTAL PROFESSIONAL SERVICES $ 516.50 

Less Discount $ -51.65 

 NET PROFESSIONAL SERVICES: $ 464.85 

SUMMARY OF PROFESSIONAL SERVICES

Name Hours Rate Total

UBALDO M. FERNANDEZ BARRERA .30 225.00 67.50

GABRIEL MIRANDA RIVERA 2.20 190.00 418.00

VANESSA SANCHEZ .20 155.00 31.00

Total 2.70 $ 516.50

TOTAL THIS INVOICE $ 464.85 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 12 of 87
UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

PROMESA

Title III 

Case No. 17 BK 3283-LTS

(Jointly Administered)

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

PUERTO RICO PUBLIC BUILDING AUTHORITY,

 Debtor. 

PROMESA

Title III 

Case No. 19 BK 5523-LTS

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

COVER SHEET TO TWENTY-THIRD MONTHLY FEE APPLICATION OF 

O’NEILL & BORGES LLC FOR COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS TO 

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR 

PUERTO RICO, AS REPRESENTATIVE OF DEBTOR, PUERTO RICO PUBLIC 

BUILDING AUTHORITY, FOR THE PERIOD OF 

JULY 1, 2021 THROUGH JULY 31, 2021 

1

 The Debtors in these jointly-administered Title III Cases, along with each Debtor’s respective Title III case number listed as a 

bankruptcy case number due to software limitations and the last four (4) digits of each Debtor’s federal tax identification number, 

as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax

ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four 

Digits of Federal Tax ID: 8474); (iii) Employees Retirement System of the Government of the Commonwealth of Puerto Rico 

(“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (iv) Puerto Rico Highways and 

Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) Last Four Digits of Federal Tax ID: 3808); (v) Puerto 

Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747); 

and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-BK-5233-LTS) (Last Four Digits of Federal 

Tax ID: 3801) (Title III Case numbers are listed as Bankruptcy Case numbers due to software limitations). 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 13 of 87
Name of applicant O'Neill & Borges LLC (“O&B”)

Authorized to provide professional services 

to: 

Financial Oversight and Management 

Board, as Representative for the Debtor 

Pursuant to PROMESA Section 315(b) 

Time period covered by this application: July 1, 2021 through July 31, 2021

Amount of compensation sought as actual, 

reasonable and necessary: 

$700.65

Amount of expense reimbursement sought 

as actual, reasonable and necessary: 

$0.00

Total amount for this invoice: $700.65

This is a: X monthly ___ interim ___ final application

This is O&B's twenty-third monthly fee application in these cases.

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 14 of 87
Principal Certification

I hereby authorize the submission of this Monthly Fee Statement for July 2021. 

/s/ Jaime A. El Koury 

Jaime A. El Koury 

General Counsel to the Financial Oversight and 

Management Board for Puerto Rico 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 15 of 87
On September 17, 2021 sent to:

Counsel for the Oversight Board:

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attn: Martin J. Bienenstock, Esq., 

mbienenstock@proskauer.com

Ehud Barak, Esq., ebarak@proskauer.com

Proskauer Rose LLP

70 West Madison Street, Chicago, IL 60602

Attn: Paul V. Possinger, Esq., 

ppossinger@proskauer.com

Counsel for AAFAF: 

O’Melveny & Myers LLP

Times Square Tower, 7 Times Square

New York, NY 10036

Attn: John J. Rapisardi, Esq., jrapisardi@omm.com

Suzzanne Uhland, Esq., suhland@omm.com

Diana M. Pérez, Esq., dperez@omm.com

Counsel for PR Fiscal Agency and Financial 

Advisory Authority: 

Marini Pietrantoni Muñiz LLC

MCS Plaza Suite 500, 255 Ponce de León Ave.

San Juan, PR 00917

Attn: Luis C. Marini-Biaggi, Esq., 

lmarini@mpmlawpr.com

Carolina Velaz-Rivero, Esq., cvelaz@mpmlawpr.com

Office of the United States Trustee District of PR:

Edif. Ochoa, 500 Tanca Street, Suite 301

San Juan, PR 00901

Re: In re: Commonwealth of Puerto Rico

Attn: Monsita Lecaroz, Esq. 

monsita.lecaroz@usdoj.gov

Counsel for the Official Committee of Unsecured 

Creditors:

Paul Hastings LLP

200 Park Avenue 

New York, NY 10166

Attn: Luc. A. Despins, Esq., 

lucdespins@paulhastings.com

Casillas, Santiago & Torres, LLC

El Caribe Office Building, 53 Palmeras Street, Suite 

1601

San Juan, PR 00901-2419

Attn: Juan J. Casillas Ayala, Esq., 

jcasillas@cstlawpr.com

Alberto J.E. Añeses Negrón, Esq., 

aaneses@cstlawpr.com

Counsel for the Official Committee of Retired 

Employees:

Bennazar, García & Millian, C.S.P.

Union Plaza, PH-A Piso 18, 416 Ave. Ponce de León

Hato Rey, PR 00918

Attn: A.J. Bennazar-Zequeira, Esq., ajb@bennazar.org

Jenner & Block LLP

919 Third Ave

New York NY 10022

Attn: Robert Gordon, Esq., rgordong@jenner.com

Richard Levin, Esq., rlevin@jenner.com

Jenner & Block LLP

353 N. Clark Street

Chicago, IL 60654

Attn: Catherine Steege, Esq., csteege@jenner.com

Melissa Root, Esq, mroot@jenner.com

PR Department of Treasury: 

PO Box 9024140

San Juan, PR 00902-4140

Attn: Reylam Guerra Goderich, Deputy Assistant of 

Central Accounting, Reylam.Guerra@hacienda.pr.gov

Omar E. Rodríguez-Pérez, CPA, Assistant 

Secretary of Central Accounting, 

Rodriguez.Omar@hacienda.pr.gov

Angel L. Pantoja-Rodríguez Deputy Assistant Secretary 

of Internal Revenue and Tax Policy 

angel.pantoja@hacienda.pr.gov

Francisco Parés-Alicea, Assistant Secretary of Internal 

Revenue and Tax Policy, 

Francisco.pares@hacienda.pr.gov

Francisco Pena Montanez, CPA, Assistant Secretary of 

the Treasury, Francisco.Pena@hacienda.pr.gov

 

Counsel for the Fee Examiner:

EDGE Legal Strategies, PSC

252 Ponce de León Av, Citibank Tower, 12th Floor

San Juan, PR 00918

Attn: Eyck O. Lugo, Esq., elugo@edgelegalpr.com

Godfrey & Kahn, S.C.

Onee East Main Street, Suite 500

Madison, WI 53703

Attn: Katherine Stadler, KStadler@gklaw.com

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 16 of 87
Professional Position/Title Department

Hourly 

Billing 

Rate

 Total 

Billed 

Hours 

Total 

Compensation

Hermann D. Bauer Member Litigation 0.20 325.00 65.00

Ubaldo Fernandez Jr. Member Litigation 230.00 0.30 69.00

Paula A. Gonzalez Montalvo Associate Litigation 190.00 1.60 304.00

Gabriel Miranda Rivera Associate Litigation 195.00 1.50 292.50

Vanessa Sanchez Paralegal Litigation 160.00 0.30 48.00

Totals 3.90 $ 778.50

Less: 10% Courtesy discount $ (77.85)

$ 700.65

PBA TITLE III 

Summary of Legal Fees for the Period July 1 through July 31, 2021

SUMMARY OF LEGAL FEES

Task Code Matter Description

Total 

Billed 

Hours

Total Fees 

Requested

206 Documents Filed on Behalf of the Board 2.40 486.00

218 Employment and Fee Applications 0.90 175.50

219 Docketeing 0.10 16.00

224 Fee Applications - O&B 0.50 101.00

 778.50

Less: 10% Courtesy discount (77.85)

TOTALS 3.90 700.65

PBA TITLE III 

Summary of Legal Fees for the Period July 1 through July 31, 2021

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 17 of 87
O&B requests payment and reimbursement in accordance with the procedures 

set forth in the Interim Compensation Order (i.e., payment of ninety percent (90%) of 

the compensation sought, in the amount of $630.59, and reimbursement of one-hundred 

percent (100%) of expenses incurred, in the amount of $0.00) in the total amount 

of $630.59. 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 18 of 87
Professional Certification 

I hereby certify that no public servant of the Department of Treasury is a party to 

or has any interest in the gains or benefits derived from the contract that is the basis of this 

invoice. The only consideration for providing services under the contract is the payment 

agreed upon with the authorized representatives of the Financial Oversight and 

Management Board for Puerto Rico. The amount of this invoice is reasonable. The services 

were rendered and the corresponding payment has not been made. To the best of my 

knowledge, O’Neill & Borges LLC does not have any debts owed to the Government of 

Puerto Rico or its instrumentalities.

s/Ubaldo M. Fernández

Ubaldo M. Fernández 

O’Neill & Borges LLC 

250 Muñoz Rivera Ave., Ste. 800 

San Juan, PR 00918-1813 

Tel: (787) 282-5786 

Fax: (787) 753-8944 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 19 of 87
Exhibit A

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 20 of 87
 August 4, 2021

FOMB IN RE PBA TITLE III

RE: GENERAL

Enclosed please find our bill for professional services rendered and reimbursable expenses.

Should you have any questions concerning the attached bill, please do not hesitate to contact us. Your prompt 

payment would be greatly appreciated.

Sincerely Yours,

CARLA GARCIA BENITEZ 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 21 of 87
 August 4, 2021

FOMB IN RE PBA TITLE III Bill #: 398564

 Billing Attorney: CGB

 

BILLING SUMMARY 

For Professional Services Rendered and Reimbursable Expenses for the period ending

July 31, 2021:

 

Client.Matter: P1706 - 0

RE: GENERAL

 

Total Professional Services $ 778.50

Less Discount $ -77.85 

Net Professional Services $ 700.65

Total Reimbursable Expenses $ .00 

TOTAL THIS INVOICE $ 700.65 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 22 of 87
CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

1

Client.Matter: P1706 . 0 

RE: GENERAL

PROFESSIONAL SERVICES 

Date Atty Task Description Hours Rate Amount

7/06/21 UMF 224 Draft O&B's twentieth monthly fee statement for April 

2021 in the Title III case of PBA.

.30 230.00 69.00

7/07/21 VSN 224 As requested by U. Fernandez, review and compile April 

2021 monthly fee application for PBA Title III Case No. 

19-5523.

.20 160.00 32.00

7/12/21 PAG 206 File the Fifth Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. 

at 19 BK 5523-LTS, docket no. 148.

.20 190.00 38.00

7/12/21 PAG 206 File the Disclosure Statement for the Fifth Amended 

Title III Joint Plan of Adjustment of the Commonwealth 

of Puerto Rico, et al., and supporting exhibits, at 19 BK 

5523-LTS, docket no. 149.

.40 190.00 76.00

7/15/21 GMR 218 Review the Ninth Interim Fee Application of Alvarez & 

Marsal North America, LLC for Compensation for 

Services Rendered and Reimbursement of Expenses 

Incurred as Advisor to the Financial Oversight and 

Management Board of Puerto Rico as Representative of 

the Puerto Rico Public Buildings Authority from 

February 1,2021 through May 31, 2021, in anticipation 

to its filing.

.30 195.00 58.50

7/15/21 GMR 218 File the Ninth Interim Fee Application of Alvarez & 

Marsal North America, LLC for Compensation for 

Services Rendered and Reimbursement of Expenses 

Incurred as Advisor to the Financial Oversight and 

Management Board of Puerto Rico as Representative of 

the Puerto Rico Public Buildings Authority from 

February 1,2021 through May 31, 2021, in Case No. 19-

5523.

.20 195.00 39.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 23 of 87
 O'Neill & Borges LLC

Bill #: 398564 August 4, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

2

7/15/21 GMR 218 Review the Notice of Filing of Ninth Interim Fee 

Application of Alvarez & Marsal North America, LLC 

for Compensation for Services Rendered and 

Reimbursement of Expenses Incurred as Advisor to the 

Financial Oversight and Management Board of Puerto 

Rico as Representative of the Puerto Rico Public 

Buildings Authority from February 1,2021 through May 

31, 2021, in anticipation to its filing.

.20 195.00 39.00

7/15/21 GMR 218 File the Notice of Filing of Ninth Interim Fee 

Application of Alvarez & Marsal North America, LLC 

for Compensation for Services Rendered and 

Reimbursement of Expenses Incurred as Advisor to the 

Financial Oversight and Management Board of Puerto 

Rico as Representative of the Puerto Rico Public 

Buildings Authority from February 1,2021 through May 

31, 2021, in Case No. 19-5523.

.20 195.00 39.00

7/20/21 HDB 206 Revise and sign-off to file Eleventh Notice Of 

Presentment Of Eleventh Order Extending Time To 

Assume Or Reject Unexpired Leases Of Nonresidential 

Real Property Under Which The Puerto Rico Public 

Buildings Authority Is The Lessor Pursuant To 

Bankruptcy Code Section 365(d)(4) .

.20 325.00 65.00

7/22/21 VSN 219 Docket court notice received by email dated July 16, 

2021 regarding order dkt. 157 deadline to file joint status 

report, amended disclosure statement and scheduled

disclosure statement hearing. - H. D. Bauer and G. 

Miranda.

.10 160.00 16.00

7/27/21 PAG 206 File the Sixth Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. 

at 19 BK 5523-LTS, docket no. 161.

.20 190.00 38.00

7/27/21 PAG 206 File the Disclosure Statement for the Sixth Amended 

Title III Joint Plan of Adjustment of the Commonwealth 

of Puerto Rico, et al., and supporting exhibits, at 19 BK 

5523-LTS, docket no. 162.

.40 190.00 76.00

7/30/21 PAG 206 File the Disclosure Statement for the Seventh Amended 

Title III Joint Plan of Adjustment of the Commonwealth 

of Puerto Rico, et al., and all supporting exhibits, at 19 

BK 5523-LTS, docket no. 170.

.40 190.00 76.00

7/30/21 GMR 206 File the Seventh Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al., 

in Case No. 19-5523.

.20 195.00 39.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 24 of 87
 O'Neill & Borges LLC

Bill #: 398564 August 4, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

3

7/30/21 GMR 206 File the Notice of Filing of Seventh Amended Title III 

Joint Plan of Adjustment of the Commonwealth of 

Puerto Rico, et al. and Corresponding Disclosure 

Statement, in Case No. 19-5523.

.20 195.00 39.00

7/30/21 GMR 206 File the Notice of Filing of Third Revised Proposed 

Order (i) Approving Disclosure Statement, (ii) Fixing 

Voting Record Date, (iii) Approving Confirmation 

Hearing Notice and Confirmation Schedule, (iv) 

Approving Solicitation Packages and Distribution 

Procedures, (v) Approving Forms of Ballots, and Voting 

and Election Procedures, (vi) Approving Notice of Nonvoting Status, (vii) Fixing Voting, Election, and 

Confirmation Deadlines, and (viii) Approving Vote 

Tabulation Procedures, in Case No. 19-5523.

.20 195.00 39.00

 TOTAL PROFESSIONAL SERVICES $ 778.50 

Less Discount $ -77.85 

 NET PROFESSIONAL SERVICES: $ 700.65 

SUMMARY OF PROFESSIONAL SERVICES

Name Hours Rate Total

HERMANN BAUER .20 325.00 65.00

UBALDO M. FERNANDEZ BARRERA .30 230.00 69.00

PAULA A. GONZALEZ MONTALVO 1.60 190.00 304.00

GABRIEL MIRANDA RIVERA 1.50 195.00 292.50

VANESSA SANCHEZ .30 160.00 48.00

Total 3.90 $ 778.50

TOTAL THIS INVOICE $ 700.65 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 25 of 87
UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.

 Debtors.1

PROMESA

Title III 

Case No. 17 BK 3283-LTS

(Jointly Administered)

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

PUERTO RICO PUBLIC BUILDING AUTHORITY,

 Debtor.

PROMESA

Title III 

Case No. 19 BK 5523-LTS

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

COVER SHEET TO TWENTY-FOURTH MONTHLY FEE APPLICATION OF 

O’NEILL & BORGES LLC FOR COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS TO 

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR 

PUERTO RICO, AS REPRESENTATIVE OF DEBTOR, PUERTO RICO PUBLIC 

BUILDING AUTHORITY, FOR THE PERIOD OF 

AUGUST 1, 2021 THROUGH AUGUST 31, 2021

1

 The Debtors in these jointly-administered Title III Cases, along with each Debtor’s respective Title III case number listed as a 

bankruptcy case number due to software limitations and the last four (4) digits of each Debtor’s federal tax identification number, 

as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax 

ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four 

Digits of Federal Tax ID: 8474); (iii) Employees Retirement System of the Government of the Commonwealth of Puerto Rico 

(“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (iv) Puerto Rico Highways and 

Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) Last Four Digits of Federal Tax ID: 3808); (v) Puerto 

Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747); 

and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-BK-5233-LTS) (Last Four Digits of Federal 

Tax ID: 3801) (Title III Case numbers are listed as Bankruptcy Case numbers due to software limitations).

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 26 of 87
Name of applicant O'Neill & Borges LLC (“O&B”)

Authorized to provide professional services 

to:

Financial Oversight and Management 

Board, as Representative for the Debtor 

Pursuant to PROMESA Section 315(b)

Time period covered by this application: August 1, 2021 through August 31, 2021

Amount of compensation sought as actual, 

reasonable and necessary: 

$5,410.80

Amount of expense reimbursement sought 

as actual, reasonable and necessary: 

$322.00

Total amount for this invoice: $5,732.80

This is a: X monthly ___ interim ___ final application

This is O&B's twenty-fourth monthly fee application in these cases.

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 27 of 87
Principal Certification

I hereby authorize the submission of this Monthly Fee Statement for August 2021. 

/s/ Jaime A. El Koury

Jaime A. El Koury 

General Counsel to the Financial Oversight and 

Management Board for Puerto Rico

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 28 of 87
On October 21, 2021 sent to:

Counsel for the Oversight Board:

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attn: Martin J. Bienenstock, Esq., 

mbienenstock@proskauer.com

Ehud Barak, Esq., ebarak@proskauer.com

Proskauer Rose LLP

70 West Madison Street, Chicago, IL 60602

Attn: Paul V. Possinger, Esq., 

ppossinger@proskauer.com

Counsel for AAFAF:

O’Melveny & Myers LLP

Times Square Tower, 7 Times Square

New York, NY 10036

Attn: John J. Rapisardi, Esq., jrapisardi@omm.com

Suzzanne Uhland, Esq., suhland@omm.com

Diana M. Pérez, Esq., dperez@omm.com

Counsel for PR Fiscal Agency and Financial 

Advisory Authority:

Marini Pietrantoni Muñiz LLC

MCS Plaza Suite 500, 255 Ponce de León Ave.

San Juan, PR 00917

Attn: Luis C. Marini-Biaggi, Esq., 

lmarini@mpmlawpr.com

Carolina Velaz-Rivero, Esq., cvelaz@mpmlawpr.com

Office of the United States Trustee District of PR:

Edif. Ochoa, 500 Tanca Street, Suite 301

San Juan, PR 00901

Re: In re: Commonwealth of Puerto Rico

Attn: Monsita Lecaroz, Esq. 

monsita.lecaroz@usdoj.gov

Counsel for the Official Committee of Unsecured 

Creditors:

Paul Hastings LLP

200 Park Avenue 

New York, NY 10166

Attn: Luc. A. Despins, Esq., 

lucdespins@paulhastings.com

Casillas, Santiago & Torres, LLC

El Caribe Office Building, 53 Palmeras Street, Suite 

1601

San Juan, PR 00901-2419

Attn: Juan J. Casillas Ayala, Esq., 

jcasillas@cstlawpr.com

Alberto J.E. Añeses Negrón, Esq., 

aaneses@cstlawpr.com

Counsel for the Official Committee of Retired 

Employees:

Bennazar, García & Millian, C.S.P.

Union Plaza, PH-A Piso 18, 416 Ave. Ponce de León

Hato Rey, PR 00918

Attn: A.J. Bennazar-Zequeira, Esq., ajb@bennazar.org

Jenner & Block LLP

919 Third Ave

New York NY 10022

Attn: Robert Gordon, Esq., rgordong@jenner.com

Richard Levin, Esq., rlevin@jenner.com

Jenner & Block LLP

353 N. Clark Street

Chicago, IL 60654

Attn: Catherine Steege, Esq., csteege@jenner.com

Melissa Root, Esq, mroot@jenner.com

PR Department of Treasury:

PO Box 9024140

San Juan, PR 00902-4140

Attn: Reylam Guerra Goderich, Deputy Assistant of 

Central Accounting, Reylam.Guerra@hacienda.pr.gov

Omar E. Rodríguez-Pérez, CPA, Assistant 

Secretary of Central Accounting, 

Rodriguez.Omar@hacienda.pr.gov

Angel L. Pantoja-Rodríguez Deputy Assistant Secretary 

of Internal Revenue and Tax Policy 

angel.pantoja@hacienda.pr.gov

Francisco Parés-Alicea, Assistant Secretary of Internal 

Revenue and Tax Policy, 

Francisco.pares@hacienda.pr.gov

Francisco Pena Montanez, CPA, Assistant Secretary of 

the Treasury, Francisco.Pena@hacienda.pr.gov

Counsel for the Fee Examiner:

EDGE Legal Strategies, PSC

252 Ponce de León Av, Citibank Tower, 12th Floor

San Juan, PR 00918

Attn: Eyck O. Lugo, Esq., elugo@edgelegalpr.com

Godfrey & Kahn, S.C.

Onee East Main Street, Suite 500

Madison, WI 53703

Attn: Katherine Stadler, KStadler@gklaw.com

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 29 of 87
Professional Position/Title Department

Hourly 

Billing 

Rate

 Total 

Billed 

Hours 

Total 

Compensation

Hermann D. Bauer Member Litigation 325.00 2.70 877.50

José R. Cacho Member Corporate 355.00 4.40 1,562.00

Carla Garcia Benitez Member Litigation 340.00 0.50 170.00

Edgardo Nieves Member Corporate 310.00 3.40 1,054.00

Ubaldo Fernandez Jr. Member Litigation 230.00 0.40 92.00

Jose L. Notario Toll Jr. Member Corporate 235.00 4.70 1,104.50

Gabriel Miranda Rivera Associate Litigation 195.00 0.40 78.00

Olga M. Alicea Paralegal Litigation 160.00 5.00 800.00

Maria M. Amaro Paralegal Corporate 150.00 1.40 210.00

Vanessa Sanchez Paralegal Litigation 160.00 0.40 64.00

Totals 23.30 $ 6,012.00

Less: 10% Courtesy discount $ (601.20)

$ 5,410.80

 Amounts 

 10.00 

 312.00 

Totals

 $ 322.00 

UCC Search/Filing - Crosstown Searches & Filing inc. Inv. 2021-1048 - ENQ

SUMMARY OF DISBURSEMENTS

PBA TITLE III 

Summary of Legal Fees for the Period August 1 through August 31, 2021

SUMMARY OF LEGAL FEES

PBA TITLE III 

Summary of Disbursements for the Period August 1 through August 31, 2021

Description - Expenses

Filing Fees for search in Karibe System in the External Books of Embargoes and 

Sentences for the Puerto Rico Public Buildings Authority - MMA/ENQ

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 30 of 87
Task Code Matter Description

Total 

Billed 

Hours

Total Fees 

Requested

202 Legal Research 2.20 618.00

206 Documents Filed on Behalf of the Board 1.10 209.00

208 Stay Matters 0.20 30.00

210 Analysis and Strategy 2.70 880.50

215 Plan of Adjustment and Disclosure Statement 10.70 3,162.50

216 Confirmation 0.30 54.00

219 Docketing 0.20 32.00

220 Translations 5.00 800.00

222 Claims and Claims Objections 0.30 102.00

224 Fee Application - O&B 0.60 124.00

$ 6,012.00

Less: 10% Courtesy discount $ (601.20)

TOTALS 23.30 $ 5,410.80

PBA TITLE III 

Summary of Legal Fees for the Period August 1 through August 31, 2021

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 31 of 87
O&B requests payment and reimbursement in accordance with the procedures 

set forth in the Interim Compensation Order (i.e., payment of ninety percent (90%) of 

the compensation sought, in the amount of $4,869.72, and reimbursement of one-hundred 

percent (100%) of expenses incurred, in the amount of $322.00) in the total amount 

of $5,191.72.

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 32 of 87
Professional Certification

I hereby certify that no public servant of the Department of Treasury is a party to 

or has any interest in the gains or benefits derived from the contract that is the basis of this 

invoice. The only consideration for providing services under the contract is the payment 

agreed upon with the authorized representatives of the Financial Oversight and 

Management Board for Puerto Rico. The amount of this invoice is reasonable. The services 

were rendered and the corresponding payment has not been made. To the best of my 

knowledge, O’Neill & Borges LLC does not have any debts owed to the Government of 

Puerto Rico or its instrumentalities.

s/Ubaldo M. Fernández

Ubaldo M. Fernández 

O’Neill & Borges LLC

250 Muñoz Rivera Ave., Ste. 800

San Juan, PR 00918-1813

Tel: (787) 282-5786

Fax: (787) 753-8944

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 33 of 87
Exhibit A

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 34 of 87
 August 31, 2021

FOMB IN RE PBA TITLE III

RE: GENERAL

Enclosed please find our bill for professional services rendered and reimbursable expenses.

Should you have any questions concerning the attached bill, please do not hesitate to contact us. Your prompt 

payment would be greatly appreciated.

Sincerely Yours,

CARLA GARCIA BENITEZ 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 35 of 87
 August 31, 2021

FOMB IN RE PBA TITLE III Bill #: 403314

 Billing Attorney: CGB

 

BILLING SUMMARY 

For Professional Services Rendered and Reimbursable Expenses for the period ending

August 31, 2021:

 

Client.Matter: P1706 - 0

RE: GENERAL

 

Total Professional Services $ 6,012.00

Less Discount $ -601.20 

Net Professional Services $ 5,410.80

Total Reimbursable Expenses $ 322.00 

TOTAL THIS INVOICE $ 5,732.80 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 36 of 87
CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

1

Client.Matter: P1706 . 0 

RE: GENERAL

PROFESSIONAL SERVICES 

Date Atty Task Description Hours Rate Amount

8/04/21 UMF 224 Draft O&B's twenty-first monthly fee statement for May 

2021 in the Title III case of PBA.

.40 230.00 92.00

8/05/21 VSN 224 As requested by U. Fernandez, review and compile May 

2021 monthly fee application for PBA Title III Case 

No. 19-5523.

.20 160.00 32.00

8/11/21 HDB 206 Review Motion for Fifth Order Enlarging Time to File 

Notice of Removal Pursuant to Bankruptcy Rule 9027.

.20 325.00 65.00

8/11/21 GMR 206 File the Motion for Fifth Order Enlarging Time to File 

Notice of Removal Pursuant to Bankruptcy Rule 9027, 

through the court's electronic filing system in Case No. 

17-3283.

.20 195.00 39.00

8/11/21 GMR 216 Review the confirmation radio ad draft and preview and 

provide comments thereto.

.20 195.00 39.00

8/12/21 ENQ 202 Review request from Proskauer for UCC reports and 

title reports to identify liens against PBA(.2) Coordinate 

review in Karibe system and requested UCC reports 

with M. Amaro (.2).

.40 310.00 124.00

8/12/21 MMA 208 Due diligence to request UCC search with Crosstown, 

as E. Nieves requested.

.20 150.00 30.00

8/13/21 MMA 202 Search Karibe the external books of attachments and 

judgment for the Puerto Rico Public Buildings 

Authority.

.40 150.00 60.00

8/13/21 VSN 219 Docket court notice received by email dated August 2, 

2021 regarding order dkt. 173, discovery timetable and 

deadlines. - H. D. Bauer and G. Miranda.

.10 160.00 16.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 37 of 87
 O'Neill & Borges LLC

Bill #: 403314 August 31, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

2

8/13/21 VSN 219 Docket court notice received by email dated August 2, 

2021 regarding order dkt. 174, scheduled confirmation 

hearing. - H. D. Bauer and G. Miranda.

.10 160.00 16.00

8/16/21 OMA 220 As requested by attorneys C. Garcia and G. A. Miranda, 

translate into English spreadsheets titled Legal 

Contingencies accumulation 2019 rev CLS VGR AEP 

revised February 8. 3 spreadsheets, 3,784 words.

3.90 160.00 624.00

8/17/21 OMA 220 As requested by attorneys C. Garcia and G. A. Miranda, 

translate into English document titled Cases Pending in 

the Conciliation and Arbitration Bureau. 6 pages, 1,414 

words.

1.10 160.00 176.00

8/18/21 JRC 215 Analyze draft responses from J. Notario to questions 

from J. Esses of Proskauer regarding PBA best interest 

test (.50). Review GDB loans in order to edit changes to 

propose responses (.60). Discuss security and 

enforcement issues of GDB loans with J. Notario and H. 

Bauer (.30). Review revised version of responses (.30). 

Review additional question from J. Esses regarding 

same (.20).

1.90 355.00 674.50

8/18/21 HDB 210 Analyze issues concerning recourse nature of certain 

GDB Loans to PBA . (.6) Draft e-mail with comments 

to Best Interest chart. (.3)

.90 325.00 292.50

8/18/21 JLN 215 Analyze BIT legal analysis regarding PBA loans. (0.6) 

Review related GDB loan documents. (1.1) Draft 

response to inquiries from J. Esses. (0.9) Discuss related

issues with J. R. Cacho and H. D. Bauer. (0.3)

2.90 235.00 681.50

8/19/21 JRC 215 Review additional questions from J. Esses to our 

comments on best interest test for PBA (.20). Review 

specific sections of four GDB/ PBA loan agreements 

(.60). Discuss legal issues of extension of maturity date 

with J. Notario (.30). Draft response regarding same 

(.40). Review final changes proposed by J. Notario to 

OB comments (.20).

1.70 355.00 603.50

8/19/21 JLN 215 Analyze follow up inquiry from J. Esses regarding PBA 

BIT analysis. (0.4) Review GDB loan documents to 

address the same. (0.5) Work on draft response to 

follow-up inquiries from J. Esses. (0.6) Discuss related 

issues with J. R. Cacho (0.3)

1.80 235.00 423.00

8/20/21 ENQ 202 Review results of research for liens in Karibe (Registry 

of Property) and UCC1 filings against BPA.

1.20 310.00 372.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 38 of 87
 O'Neill & Borges LLC

Bill #: 403314 August 31, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

3

8/23/21 JRC 215 Review emails from J. Esses on our comments 

regarding GDB/PBA loans for Best Interest Test 

addendum (.20). Draft comments to J. Esses on 

proposed changes to item 11 (.40). Review additional 

comments from J. Esses regarding same (.20).

.80 355.00 284.00

8/23/21 CGB 222 Coordinate (0.1) and monitor (0.2) M. Amaro delivery 

of PBA UCC search results to J. Esses.

.30 340.00 102.00

8/23/21 ENQ 202 Review email from J. Esses regarding UCC's against 

PBA.

.20 310.00 62.00

8/23/21 HDB 210 Review results of lien search against PBA. .20 325.00 65.00

8/23/21 HDB 210 Review revised draft PBA BIT Chart of legal 

assumptions circulated by J. Esses.

.30 325.00 97.50

8/23/21 MMA 206 Due diligence to upload documents and file of 

Financing Statement (UCCs) in workshare for J. Esses, 

as C. Garcia requested.

.70 150.00 105.00

8/24/21 HDB 210 Revise draft memorandum by Patricia S. Aponte 

Figueroa regarding UCC searches on PBA UCC 

searches.

.30 325.00 97.50

8/25/21 CGB 210 Coordinate delivery of background documents 

regarding GDB loan to PBA and related UCC-1 to E. 

Nieves.

.20 340.00 68.00

8/25/21 HDB 210 Participate in call with O. Shah, J. Levitan, J. Esses, G. 

Pierce regarding PBA best interest test analysis 

assumptions.

.50 325.00 162.50

8/27/21 HDB 210 Review issues regarding perfection of lien on rents. .30 325.00 97.50

8/30/21 ENQ 215 Review issue of validity of liens against PBA in 

preparation for telephone discussion with J. Esses, M. 

Wheat, J. Levitan and others form Proskauer. (.6) Tel. 

conf. with Proskauer team regarding same. (1.0).

1.60 310.00 496.00

8/30/21 MMA 216 Due diligence to request UCC search with Crosstown, 

in connection with GDB as E. Nieves requested.

.10 150.00 15.00

 TOTAL PROFESSIONAL SERVICES $ 6,012.00 

Less Discount $ -601.20 

 NET PROFESSIONAL SERVICES: $ 5,410.80 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 39 of 87
 O'Neill & Borges LLC

Bill #: 403314 August 31, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

4

SUMMARY OF PROFESSIONAL SERVICES

Name Hours Rate Total

JOSE R. CACHO 4.40 355.00 1,562.00

CARLA GARCIA BENITEZ .50 340.00 170.00

EDGARDO NIEVES QUILES 3.40 310.00 1,054.00

HERMANN BAUER 2.70 325.00 877.50

JOSE L. NOTARIO TOLL 4.70 235.00 1,104.50

UBALDO M. FERNANDEZ BARRERA .40 230.00 92.00

GABRIEL MIRANDA RIVERA .40 195.00 78.00

OLGA M. ALICEA 5.00 160.00 800.00

MARIA M. AMARO 1.40 150.00 210.00

VANESSA SANCHEZ .40 160.00 64.00

Total 23.30 $ 6,012.00

EXPENSES 

Date Description Amount

8/13/21 FILING FEES - FEES FOR SEARCH IN KARIBE SYSTEM IN THE EXTERNAL 

BOOKS OF EMBARGOES AND SENTENCES FOR THE PUERTO RICO PUBLIC 

BUILDINGS AUTHORITY-MMA/ENQ

10.00

8/13/21 UCC SEARCH/FILING-, CROSSTOWN SEARCHES & FILINGS, INC, INV. 2021-

1048-ENQ

312.00

 TOTAL REIMBURSABLE EXPENSES $ 322.00 

TOTAL THIS INVOICE $ 5,732.80 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 40 of 87
Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 41 of 87
Invoice

Date

8/13/2021

Invoice #

2021-1048

Bill To

O'NEILL & BORGES, LLC

250 AVE MUNOZ RIVERA STE 800

SAN JUAN PR 00918-1813

Ship To

LCDO. EDGARDO NIEVES

Crosstown Searches & Filings, Inc.

Urb Sierra Bayamon 27 #8

Calle 26

Bayamon PR 00961

The payment of this Invoice is required to be closed or not the case.

Phone # 7876352036 lucrecia.crosstown@gmail.com

Total

Quantity Description Rate Amount

P1706-O PUERTO RICO PUBLIC BUILDINGS AUTHORITY - AUTORIDAD DE

EDIFICIOS PUBLICOS DE PUERTO RICO

1 300.00 300.00

IMPUESTO SOBRE VENTAS Y USO (IVU) 4.00% 12.00

$312.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 42 of 87
 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

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

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al. 

 Debtors.1

PROMESA 

Title III 

Case No. 17 BK 3283-LTS 

(Jointly Administered) 

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

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

PUERTO RICO PUBLIC BUILDING AUTHORITY,

 Debtor. 

PROMESA 

Title III 

Case No. 19 BK 5523-LTS 

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

COVER SHEET TO TWENTY-FIFTH MONTHLY FEE APPLICATION OF 

O’NEILL & BORGES LLC FOR COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS TO 

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR 

PUERTO RICO, AS REPRESENTATIVE OF DEBTOR, PUERTO RICO PUBLIC 

BUILDING AUTHORITY, FOR THE PERIOD OF 

SEPTEMBER 1, 2021 THROUGH SEPTEMBER 30, 2021 

1

 The Debtors in these jointly-administered Title III Cases, along with each Debtor’s respective Title III case number listed as a 

bankruptcy case number due to software limitations and the last four (4) digits of each Debtor’s federal tax identification number, 

as applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax 

ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four 

Digits of Federal Tax ID: 8474); (iii) Employees Retirement System of the Government of the Commonwealth of Puerto Rico 

(“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (iv) Puerto Rico Highways and 

Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) Last Four Digits of Federal Tax ID: 3808); (v) Puerto 

Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747); 

and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-BK-5233-LTS) (Last Four Digits of Federal 

Tax ID: 3801) (Title III Case numbers are listed as Bankruptcy Case numbers due to software limitations). 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 43 of 87
 

Name of applicant O'Neill & Borges LLC (“O&B”) 

 

Authorized to provide professional services 

to: 

Financial Oversight and Management 

Board, as Representative for the Debtor 

Pursuant to PROMESA Section 315(b) 

 

Time period covered by this application: September 1, 2021 through September 30, 

2021 

 

Amount of compensation sought as actual, 

reasonable and necessary: 

 $10,199.70 

 

Amount of expense reimbursement sought 

as actual, reasonable and necessary: 

 $422.00 

 

Total amount for this invoice: $10,621.70 

 

This is a: X monthly ___ interim ___ final application

This is O&B's twenty-fifth monthly fee application in these cases. 

 

 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 44 of 87
 

Principal Certification 

I hereby authorize the submission of this Monthly Fee Statement for September 2021. 

/s/ Jaime A. El Koury 

Jaime A. El Koury 

General Counsel to the Financial Oversight and 

Management Board for Puerto Rico 

 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 45 of 87
 

On December 7, 2021 sent to: 

Counsel for the Oversight Board: 

Proskauer Rose LLP 

Eleven Times Square 

New York, NY 10036 

Attn: Martin J. Bienenstock, Esq., 

mbienenstock@proskauer.com

Ehud Barak, Esq., ebarak@proskauer.com

Proskauer Rose LLP 

70 West Madison Street, Chicago, IL 60602 

Attn: Paul V. Possinger, Esq., 

ppossinger@proskauer.com

Counsel for AAFAF: 

O’Melveny & Myers LLP 

Times Square Tower, 7 Times Square 

New York, NY 10036 

Attn: John J. Rapisardi, Esq., jrapisardi@omm.com

Suzzanne Uhland, Esq., suhland@omm.com

Diana M. Pérez, Esq., dperez@omm.com

Counsel for PR Fiscal Agency and Financial 

Advisory Authority: 

Marini Pietrantoni Muñiz LLC 

MCS Plaza Suite 500, 255 Ponce de León Ave. 

San Juan, PR 00917 

Attn: Luis C. Marini-Biaggi, Esq., 

lmarini@mpmlawpr.com

Carolina Velaz-Rivero, Esq., cvelaz@mpmlawpr.com

Office of the United States Trustee District of PR: 

Edif. Ochoa, 500 Tanca Street, Suite 301 

San Juan, PR 00901 

Re: In re: Commonwealth of Puerto Rico 

Attn: Monsita Lecaroz, Esq. 

monsita.lecaroz@usdoj.gov

Counsel for the Official Committee of Unsecured 

Creditors: 

Paul Hastings LLP 

200 Park Avenue 

New York, NY 10166 

Attn: Luc. A. Despins, Esq., 

lucdespins@paulhastings.com

Casillas, Santiago & Torres, LLC 

El Caribe Office Building, 53 Palmeras Street, Suite 

1601 

San Juan, PR 00901-2419 

Attn: Juan J. Casillas Ayala, Esq., 

jcasillas@cstlawpr.com

Alberto J.E. Añeses Negrón, Esq., 

aaneses@cstlawpr.com

Counsel for the Official Committee of Retired 

Employees: 

Bennazar, García & Millian, C.S.P. 

Union Plaza, PH-A Piso 18, 416 Ave. Ponce de León 

Hato Rey, PR 00918 

Attn: A.J. Bennazar-Zequeira, Esq., ajb@bennazar.org

Jenner & Block LLP 

919 Third Ave 

New York NY 10022 

Attn: Robert Gordon, Esq., rgordong@jenner.com

Richard Levin, Esq., rlevin@jenner.com

Jenner & Block LLP 

353 N. Clark Street 

Chicago, IL 60654 

Attn: Catherine Steege, Esq., csteege@jenner.com

Melissa Root, Esq, mroot@jenner.com

PR Department of Treasury: 

PO Box 9024140 

San Juan, PR 00902-4140 

Attn: Reylam Guerra Goderich, Deputy Assistant of 

Central Accounting, Reylam.Guerra@hacienda.pr.gov

Omar E. Rodríguez-Pérez, CPA, Assistant 

Secretary of Central Accounting, 

Rodriguez.Omar@hacienda.pr.gov

Angel L. Pantoja-Rodríguez Deputy Assistant Secretary 

of Internal Revenue and Tax Policy 

angel.pantoja@hacienda.pr.gov

Francisco Parés-Alicea, Assistant Secretary of Internal 

Revenue and Tax Policy, 

Francisco.pares@hacienda.pr.gov

Francisco Pena Montanez, CPA, Assistant Secretary of 

the Treasury, Francisco.Pena@hacienda.pr.gov

 

Counsel for the Fee Examiner: 

EDGE Legal Strategies, PSC 

252 Ponce de León Av, Citibank Tower, 12th Floor 

San Juan, PR 00918 

Attn: Eyck O. Lugo, Esq., elugo@edgelegalpr.com

Godfrey & Kahn, S.C. 

Onee East Main Street, Suite 500 

Madison, WI 53703 

Attn: Katherine Stadler, KStadler@gklaw.com

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 46 of 87
 

Professional Position/Title Department

Hourly 

Billing 

Rate

 Total 

Billed 

Hours 

Total 

Compensation

AlfredoAlvarez Ibanez Member Corporate 315.00 1.60 504.00 

Hermann D. Bauer Member Litigation 325.00 4.90 1,592.50 

José R. Cacho Member Corporate 355.00 3.10 1,100.50 

Edgardo Nieves Member Corporate 310.00 9.80 3,038.00 

Ubaldo Fernandez Jr. Member Litigation 230.00 0.80 184.00 

Jose L. Notario Toll Jr. Member Corporate 235.00 7.60 1,786.00 

Marta Ramirez Isern Jr. Member Corporate 230.00 2.30 529.00 

Josué Gonzalez Aldarondo Associate Corporate 200.00 5.30 1,060.00 

Gabriel Miranda Rivera Associate Litigation 195.00 4.20 819.00 

Owen A. Rivera Colon Associate Corporate 180.00 4.00 720.00 

Totals 43.60 11,333.00 $ 

Less: 10% Courtesy discount (1,133.30) $ 

$ 10,199.70

 Amounts 

 402.00 

 20.00 

Totals

 $ 422.00 

Filing Fees US District Courts Re: Complaint Adversary Amerinational Community Services LLC - 

GAM/CGB

Messenger Delivery - 9/27/2021

Description - Expenses

SUMMARY OF DISBURSEMENTS

PBA TITLE III 

Summary of Legal Fees for the Period September 1 through September 30, 2021

SUMMARY OF LEGAL FEES

PBA TITLE III 

Summary of Disbursements for the Period September 1 through September 30, 2021

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 47 of 87
 

Task Code Matter Description

Total 

Billed 

Hours

Total Fees 

Requested

206 Documents Filed on Behalf of the Board 0.80 260.00

209 Adversay Proceeding 9.20 2,221.00

210 Analysis and Strategy 3.70 1,139.50

215 Plan of Adjustment and Disclosure Statement 29.10 7,528.50

224 Fee Application - O&B 0.80 184.00

$ 11,333.00

Less: 10% Courtesy discount (1,133.30) $ 

TOTALS 43.60 10,199.70 $ 

PBA TITLE III 

Summary of Legal Fees for the Period September 1 through September 30, 2021

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 48 of 87
 

O&B requests payment and reimbursement in accordance with the procedures 

set forth in the Interim Compensation Order (i.e., payment of ninety percent (90%) of 

the compensation sought, in the amount of $9,179.73, and reimbursement of one-hundred 

percent (100%) of expenses incurred, in the amount of $422.00) in the total amount 

of $9,601.73. 

 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 49 of 87
 

Professional Certification 

I hereby certify that no public servant of the Department of Treasury is a party to 

or has any interest in the gains or benefits derived from the contract that is the basis of this 

invoice. The only consideration for providing services under the contract is the payment 

agreed upon with the authorized representatives of the Financial Oversight and 

Management Board for Puerto Rico. The amount of this invoice is reasonable. The services 

were rendered and the corresponding payment has not been made. To the best of my 

knowledge, O’Neill & Borges LLC does not have any debts owed to the Government of 

Puerto Rico or its instrumentalities. 

s/Ubaldo M. Fernández

Ubaldo M. Fernández 

O’Neill & Borges LLC 

250 Muñoz Rivera Ave., Ste. 800 

San Juan, PR 00918-1813 

Tel: (787) 282-5786 

Fax: (787) 753-8944 

 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 50 of 87
 

Exhibit A 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 51 of 87
 September 30, 2021

FOMB IN RE PBA TITLE III

RE: 21-00100-LTS PBA V. AMERINATIONAL- HDB

Enclosed please find our bill for professional services rendered and reimbursable expenses.

Should you have any questions concerning the attached bill, please do not hesitate to contact us. Your prompt 

payment would be greatly appreciated.

Sincerely Yours,

CARLA GARCIA BENITEZ 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 52 of 87
 September 30, 2021

FOMB IN RE PBA TITLE III Bill #: 402219

 Billing Attorney: CGB

 

BILLING SUMMARY 

For Professional Services Rendered and Reimbursable Expenses for the period ending

September 30, 2021:

 

Client.Matter: P1706 - 800

RE: 21-00100-LTS PBA V. AMERINATIONAL- HDB

 

Total Professional Services $ 338.00

Less Discount $ -33.80 

Net Professional Services $ 304.20

Total Reimbursable Expenses $ .00 

TOTAL THIS INVOICE $ 304.20 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 53 of 87
CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

1

Client.Matter: P1706 . 800 

RE: 21-00100-LTS PBA V. AMERINATIONAL- HDB

PROFESSIONAL SERVICES 

Date Atty Task Description Hours Rate Amount

9/28/21 GMR 209 Review summons issued by the Clerk (0.2). 

Communicate with deputy clerk in connection with 

errors in the summons (0.2). Review revised summons 

issued by the Clerk (0.2). Communicate with J. Esses in 

connection thereto (0.2).

.80 195.00 156.00

9/29/21 HDB 209 Review and revise draft e-mail regarding waiver of 

service. (.1) Review e-mail by S. Weiss regarding 

implications of the State Departments failure to locate 

copy of terminated UCC. (.1)

.20 325.00 65.00

9/29/21 GMR 209 Exchange e-mails with J. Esses and J. Levitan in 

connection with service of process.

.30 195.00 58.50

9/29/21 GMR 209 Draft e-mail to counsel for defendants in connection 

with service of process.

.30 195.00 58.50

 TOTAL PROFESSIONAL SERVICES $ 338.00 

Less Discount $ -33.80 

 NET PROFESSIONAL SERVICES: $ 304.20 

SUMMARY OF PROFESSIONAL SERVICES

Name Hours Rate Total

HERMANN BAUER .20 325.00 65.00

GABRIEL MIRANDA RIVERA 1.40 195.00 273.00

Total 1.60 $ 338.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 54 of 87
 O'Neill & Borges LLC

Bill #: 402219 September 30, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

2

TOTAL THIS INVOICE $ 304.20 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 55 of 87
 September 30, 2021

FOMB IN RE PBA TITLE III

RE: GENERAL

Enclosed please find our bill for professional services rendered and reimbursable expenses.

Should you have any questions concerning the attached bill, please do not hesitate to contact us. Your prompt 

payment would be greatly appreciated.

Sincerely Yours,

CARLA GARCIA BENITEZ 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 56 of 87
 September 30, 2021

FOMB IN RE PBA TITLE III Bill #: 403315

 Billing Attorney: CGB

 

BILLING SUMMARY 

For Professional Services Rendered and Reimbursable Expenses for the period ending

September 30, 2021:

 

Client.Matter: P1706 - 0

RE: GENERAL

 

Total Professional Services $ 10,995.00

Less Discount $ -1,099.50 

Net Professional Services $ 9,895.50

Total Reimbursable Expenses $ 422.00 

TOTAL THIS INVOICE $ 10,317.50 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 57 of 87
CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

1

Client.Matter: P1706 . 0 

RE: GENERAL

PROFESSIONAL SERVICES 

Date Atty Task Description Hours Rate Amount

9/03/21 ENQ 215 Review draft of Puerto Rico Plan of Adjustment 

Implementation Act for PBA.

1.20 310.00 372.00

9/07/21 ENQ 215 Review UCC provisions related to perfection of liens on 

proceeds. (.7) Review Civil Code provisions dealing 

with perfection of liens on rents. (1.2) Review case law 

on said provisions of civil code. (1.2)

3.10 310.00 961.00

9/08/21 JRC 215 Review memo from E. Nieves regarding security 

interests in PBA loans (.50). Exchange emails with H. 

Bauer and A. Alvarez regarding notice requirements of 

assignment (.20). Conference call with Proskauer team 

to discuss security issues of PBA loans (.50). Exchange 

emails with J. Notario PBA regarding acceleration 

language in loans (.20).

1.40 355.00 497.00

9/08/21 ENQ 215 Review four loan agreements and their amendments to 

determine if lien on rents and sales proceeds liens was 

adequately perfect. (2.8) Drafted email memo regarding 

this subject. (.20) Tel. conf. with Proskauer team, H. 

Bauer, J. Notario and J. Cacho to discuss collateral 

perfection issues. (.50)

3.20 310.00 992.00

9/08/21 HDB 210 Review chart of security interest and law governing 

perfection of certain PBA Loans prepared by S. Weiss. 

(.2) Revise memorandum on perfection of lien on rents. 

(.2) Participate in call regarding PBA Loans and best 

interest test with B. Rosen, S. Weiss, J. Esses, E. Nieves 

and others. (.5)

.90 325.00 292.50

9/08/21 JLN 215 Review PBA loan documents in preparation for call. 

(0.4) Tel. conf. with Proskauer team, E. Nieves and J. R. 

Cacho regarding same. (0.5)

1.00 235.00 235.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 58 of 87
 O'Neill & Borges LLC

Bill #: 403315 September 30, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

2

9/09/21 JLN 210 Review loan documents to identify acceleration 

language as requested by J. Esses.

.70 235.00 164.50

9/10/21 ENQ 215 Review draft of avoidance complaint. .40 310.00 124.00

9/10/21 HDB 210 Commence review of draft PBA Loan Avoidance 

Complaint.

1.80 325.00 585.00

9/10/21 JLN 209 Review of PBA Adversary complaint. (0.5) Review 

comments and revisions prepared by A. Alvarez. (0.3)

.80 235.00 188.00

9/10/21 MRI 215 Legal research and draft of findings in connection with 

assignment of leases and rents under the Puerto Rico 

Civil Code of 2020, equivalencies with dispositions 

under the 1930 Civil Code, and judicial interpretations 

thereof.

2.30 230.00 529.00

9/13/21 HDB 209 Review O&B comments to draft review of draft PBA 

Loan Avoidance Complaint.

.60 325.00 195.00

9/14/21 JRC 215 Review (0.1) and respond to (0.1) emails from H. Bauer 

and Proskauer regarding translations of GDB loans to 

PRIDCO.

.20 355.00 71.00

9/14/21 JRC 215 Review 2006 UCC-1 for GDB loan to PBA (.20). 

Review emails from Proskauer and discuss with J. 

Notario effect of collateral description (.20).

.40 355.00 142.00

9/14/21 HDB 210 Analyses issues regarding UCC-1 form filed by GDB as 

to PBA in connection with draft complaint.

.30 325.00 97.50

9/14/21 JLN 209 Review notes from J. Levitan and S. Weise regarding 

UCC-1 filing. (0.1) Review (0.1) and respond (0.1) to 

related inquiry from J. R. Cacho.

.30 235.00 70.50

9/16/21 JLN 215 Revise motion related to PBA bonds. (0.8) Discuss 

issues related to legal basis with J. E. Gonzalez. (0.6)

1.40 235.00 329.00

9/16/21 JEG 215 Discuss issues related to legal basis with J. L. Notario. .60 200.00 120.00

9/17/21 JRC 215 Discuss questions of security interest on GDB/PBA 

loans with J. Notario (.20). Review and analyze draft 

responses (.30).

.50 355.00 177.50

9/17/21 AAI 209 Review draft of Avoidance Complaint (.9); draft 

changes to the same (.4); email to group regarding 

comments and recommendations (.3).

1.60 315.00 504.00

9/17/21 HDB 209 Revise additional edits to draft DRA/PBA Loan 

avoidance complaint.

.30 325.00 97.50

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 59 of 87
 O'Neill & Borges LLC

Bill #: 403315 September 30, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

3

9/17/21 UMF 224 Draft O&B's twenty-second monthly fee statement in the 

Title III case of the Commonwealth of Puerto Rico.

.40 230.00 92.00

9/17/21 UMF 224 Draft O&B's twenty-third monthly fee statement in the 

Title III case of the Commonwealth of Puerto Rico.

.40 230.00 92.00

9/17/21 JLN 215 Finalize revisions to Loan Avoidance Complaint draft. 

(1.1) Discuss related issues with J. E. Gonzalez. (0.4)

1.50 235.00 352.50

9/17/21 JEG 215 Review E. Nieves' analysis forwarded by J. Notario 

related to the perfection of liens on real property. (0.7). 

Draft paragraphs regarding the perfection of liens on real 

property and the proceeds thereof to be included in the 

DRA/PBA Loan Avoidance Complaint. (2.5). Discuss 

with J. Notario. (0.4)

3.60 200.00 720.00

9/17/21 OAR 215 Review of documents for loan 200082-215-001-04-10 

issued by the Puerto Rico Government Development 

Bank to the Puerto Rico Public Buildings Authority.

.60 180.00 108.00

9/17/21 OAR 215 Review of documents for loan 200082-215-001-04-02 

issued by the Puerto Rico Government Development 

Bank to the Puerto Rico Public Buildings Authority.

.50 180.00 90.00

9/17/21 OAR 215 Review of documents for loan 200082-215-001-01-44 

issued by the Puerto Rico Government Development 

Bank to the Puerto Rico Public Buildings Authority. 

(.70) Review of documents for loan 200082-215-001-01-

45 issued by the Puerto Rico Government Development 

Bank to the Puerto Rico Public Buildings Authority. 

(.60)

1.30 180.00 234.00

9/17/21 OAR 215 Draft email to E. Nieves regarding loan agreements 

review findings.

.10 180.00 18.00

9/20/21 JRC 215 Review questions from Proskauer regarding GDB UCC1 2006 filing and coordinate responses..20 355.00 71.00

9/20/21 ENQ 215 Review email from M. Wheat and coordinate with L. 

Pagan to request copy of UCC! filed by GDB against 

BPA. (.2) Tel with Lucrecia Pagan regarding same. (.2)

.40 310.00 124.00

9/26/21 HDB 206 Final review of draft complaint against the DRA, 

AmeriNational Community Services as services and 

Cantor-Katz Collateral Monitor as collateral monitor 

concerning the extend and validity of alleged security 

interests in assets of the Puerto Rico Public Building 

Authority.

.80 325.00 260.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 60 of 87
 O'Neill & Borges LLC

Bill #: 403315 September 30, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

4

9/26/21 GMR 209 Analyze latest draft of complaint of PBA pursuant to 

Bankruptcy Code sections 544, 551 and 552 for 

avoidance and preservation of security interests asserted 

by GDB Debt Recovery Authority.

.80 195.00 156.00

9/26/21 GMR 209 Draft summons in connection with the complaint of 

PBA pursuant to Bankruptcy Code sections 544, 551 and 

552 for avoidance and preservation of security interests 

asserted by GDB Debt Recovery Authority.

.90 195.00 175.50

9/26/21 GMR 209 Draft PROMESA cover sheet in connection with the 

complaint of PBA pursuant to Bankruptcy Code sections 

544, 551 and 552 for avoidance and preservation of 

security interests asserted by GDB Debt Recovery 

Authority.

.50 195.00 97.50

9/26/21 GMR 209 File the complaint of PBA pursuant to Bankruptcy Code 

sections 544, 551 and 552 for avoidance and 

preservation of security interests asserted by GDB Debt 

Recovery Authority through the court's electronic filing 

system. Adversary Proceeding No. 21-100-LTS.

.60 195.00 117.00

9/27/21 ENQ 215 Finalize answer to J. Esses request for description of 

applicable interest rates under PBA loans.

.30 310.00 93.00

9/28/21 ENQ 215 Review and coordinate response to email from J. Esses 

regarding applicable interest rate in PBA loans.

.20 310.00 62.00

9/28/21 ENQ 215 Review email from G. Pierre from McKinsey regarding 

certain PBA loans. (.4) Review copies of reviewed 

loans. (.2) Coordinated with O. Rivera and J. Notario to 

confirm analysis. (.2)

.80 310.00 248.00

9/28/21 JLN 209 Review loan documents to respond to inquiries from G. 

Pierre.

.60 235.00 141.00

9/28/21 OAR 215 Review of PBA loan agreements 200082-215-001-01-44 

(0.6) and 200082-215-001-01-45. (0.4)

1.00 180.00 180.00

9/29/21 JRC 215 Exchange emails with J. Notario and E. Nieves 

regarding research on UCC-1 filed in PR State 

Department (.20). Review emails on the subject with J. 

Notario and S. Weise on the effect of not finding the 

UCC-1 (.20).

.40 355.00 142.00

9/29/21 ENQ 215 Review emails from G. Pierre regarding applicable 

interest rate under loans.

.20 310.00 62.00

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 61 of 87
 O'Neill & Borges LLC

Bill #: 403315 September 30, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

5

9/29/21 JLN 209 Review follow up inquiry regarding interest rate. (0.1) 

Draft responses to inquiries regarding interest rates, loan 

numbers and UCC filings. (0.5)

.60 235.00 141.00

9/29/21 JLN 215 Review inquiry from S. Leblanc regarding. (0.1) Revise 

draft response (0.3) and discuss related issues with J. E. 

Gonzalez. (0.3).

.70 235.00 164.50

9/29/21 JEG 215 Review PBA enabling act. (0.4). Draft response to query 

from EY's S. LeBlanc regarding advances by the 

Treasury Department to pay rents payable to PBA. (0.4). 

Discuss issues related to said query with J. Notario. 

(0.3).

1.10 200.00 220.00

9/29/21 OAR 215 Review of interest rate for loan 200082-215-0010-04-02. .50 180.00 90.00

 TOTAL PROFESSIONAL SERVICES $ 10,995.00 

Less Discount $ -1,099.50 

 NET PROFESSIONAL SERVICES: $ 9,895.50 

SUMMARY OF PROFESSIONAL SERVICES

Name Hours Rate Total

JOSE R. CACHO 3.10 355.00 1,100.50

ALFREDO ALVAREZ IBANEZ 1.60 315.00 504.00

EDGARDO NIEVES QUILES 9.80 310.00 3,038.00

HERMANN BAUER 4.70 325.00 1,527.50

JOSE L. NOTARIO TOLL 7.60 235.00 1,786.00

MARTA RAMIREZ ISERN 2.30 230.00 529.00

UBALDO M. FERNANDEZ BARRERA .80 230.00 184.00

GABRIEL MIRANDA RIVERA 2.80 195.00 546.00

GONZALEZ ALDARONDO, JOSUE E. 5.30 200.00 1,060.00

OWEN A. RIVERA COLON 4.00 180.00 720.00

Total 42.00 $ 10,995.00

EXPENSES 

Date Description Amount

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 62 of 87
 O'Neill & Borges LLC

Bill #: 403315 September 30, 2021 

CONFIDENTIAL-ATTORNEY WORK PRODUCT/ATTORNEY/CLIENT PRIVILEGE

6

9/27/21 CLERK'S OFFICE - US DISTRICT COURTS, FILING FEE RE: COMPLAINT 

ADVERSARY AMERINATIONAL COMMUNITY SERVICES LLC-GAM/CGB

402.00

9/27/21 MESSENGER DELIVERY - 9/27/21 20.00

 TOTAL REIMBURSABLE EXPENSES $ 422.00 

TOTAL THIS INVOICE $ 10,317.50 

Case:17-03283-LTS Doc#:22967-5 Filed:12/02/22 Entered:12/02/22 18:32:37 Desc:

Exhibit B-5 Page 63 of 87
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Exhibit B-5 Page 64 of 87
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Document Page 1 of 22

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re: PROMESA Title III

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO, Case No. 17 BK 3283-LTS

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al., (Jointly Administered)

Debtors.1

THE FINANCIAL OVERSIGHT AND

MANAGEMENT PROMESA TtI HI BOARD FOR PUERTO RICO, i e

as representative of

Case No. 19 BK 5523-LTS

PUERTO RICO PUBLIC BUILDINGS AUTHORITY,

Plaintiff, Adv. Proc. 21 AP

V.

AMERINATIONAL COMMUNITY SERVICES, LLC,

as Servicer for the GDB Debt Recovery Authority and

CANTOR-KATZ COLLATERAL MONITOR LLC, as

collateral monitor for the GDB Debt Recovery

Authority,

Defendants.

COMPLAINT OF PUERTO RICO PUBLIC BUILDINGS

AUTHORITY PURSUANT TO BANKRUPTCY CODE SECTIONS 544,

551, AND 552 FOR AVOIDANCE AND PRESERVATION OF SECURITY

INTERESTS ASSERTED BY GDB DEBT RECOVERY AUTHORITY

The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four

(4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico

(Bankruptcy Case No. l7-BK-3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax

Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-BK-3284-LTS) (Last Four Digits of Federal Tax ID:

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 1 7-BK-3567-LTS)

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the

Commonwealth of Puerto Rico (“R”) (Bankruptcy Case No. 1 7-BK-3566-LTS) (Last Four Digits of Federal Tax

ID: 9686); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 1 7-BK-4780-LTS) (Last

Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (““) (Bankruptcy Case

No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as Bankruptcy

Case numbers due to software limitations).

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Pursuant to (i) Federal Rules of Bankruptcy Procedure 7001(1), (2), and (9), made

applicable to these Title III cases by section 310 of the Puerto Rico Oversight, Management, and

Economic Stability Act (48 U.S.C. § 2170) (“PROMESA”),2 the Puerto Rico Public Building

Authority (“PBA” or the “Debtor”), by and through the Financial Oversight and Management

Board for Puerto Rico (the “Oversight Board” or “Plaintiff’), as the Debtor’s sole Title III

representative pursuant to section 315(b) of PROMESA, allege as follows for its complaint

(“Complaint”) against defendants AmeriNational Community Services, LLC (the “Servicer”), as

servicer for the GDB Debt Recovery Authority (the “DRA”), and Cantor-Katz Collateral

Monitor LLC, a Delaware limited liability company (the “Collateral Monitor” and, together with

the Servicer, the “DRA Parties” or “Defendants”):

NATURE OF ACTION3

1. This adversary proceeding arises out of a dispute between PBA and Defendants

regarding the allowability in PROMESA Title III of certain alleged liens or security interests in

Pledged Property (as defined below). Defendants have asserted (in a proof of claim, among

other places) enforceable and perfected liens or security interests in the products and proceeds of

the prospective sale or disposition of two Puerto Rico government real properties: (i) the

Intendente Ramirez Building and (ii) the Complex of the Department ofJustice (collectively, the

“Real Estate”).

2. Defendants’ asserted security interests and liens are subordinate to PBA’s lien

status pursuant to Bankruptcy Code section 544. First, under Commonwealth law, lien

perfection on real estate requires recording a real estate mortgage in the Real Property Registry.

2 PROMESA has been codified in 48 U.S.C. § 2101—2241.

All capitalized terms not defined herein shall have the meaning ascribed to them below.

2

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PBA never executed a mortgage or any other document for recordation and perfection under

Commonwealth law of Defendants’ alleged lien or security interest in the real estate and its

proceeds. Neither the GDB nor DRA recorded a mortgage or filed any other document that

would perfect alleged liens or security interests in real estate under Commonwealth law.

3. Even if Defendants’ asserted security interest in proceeds of real property could

be perfected under Article 9, the effectiveness of the financing statement filed with the Puerto

Rico State Department in 2006 lapsed, at the latest, in 2016. Neither the GDB nor DRA filed a

continuation statement to prevent the 2006 financing statement from lapsing. Defendants’

alleged security interest in proceeds and product of real property is not a security interest in

proceeds or products of other collateral. Defendants do not allege having other collateral.

4. Defendants do not hold valid and perfected liens or security interests in any assets

of PBA. Accordingly, through this adversary proceeding, PBA seeks judgment: (i) that any and

all security interests and liens asserted by Defendants against Pledged Property of PBA are

subordinate and unenforceable to PBA’s, pursuant to sections 502(a) and 544(a) of the

Bankruptcy Code; (ii) avoiding and preserving for the benefit of PBA all security interests and

liens granted by the Security Agreement in any of Pledged Property pursuant to Bankruptcy

Code sections 550 and 551; (iii) that all Defendants’ purported security interests in any personal

property included in Pledged Property are subordinate to PBA’s lien status pursuant to 19

L.P.R.A. § 2267(a)(2); (iv) that any security interests of Defendants in the Pledged Property or

right (if any) to receive Pledged Property have not attached and do not attach to any personal

property included in the Pledged Property received postpetition or rights to receive personal

property included in the Pledged Property that arise postpetition, pursuant to Bankruptcy Code

3

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section 552(a); (v) disallowing Defendants’ claims asserting security interest or liens in property

of PBA; and (vi) granting PBA such other and further relief as is just.

PARTIES

5. Co-Plaintiff PBA is an instrumentality of the Commonwealth of Puerto Rico (the

“Commonwealth”) created by Act No. 56 of the Puerto Rico Legislature, approved on June 19,

1958 (as amended, the “Enabling Act”). The Enabling Act is codified in Commonwealth law as

22 L.P.R.A. § 901—917.

6. Plaintiff the Oversight Board is an entity within the Commonwealth government

established pursuant to PROMESA that serves as PBA’s sole representative in its Title III case,

pursuant to PROMESA section 315(b).

7. Defendants are (i) AmeriNational Community Services, LLC, as Servicer for the

DRA, and (ii) Cantor-Katz Collateral Monitor LLC, a Delaware limited liability company, which

serves as the Collateral Monitor for Wilmington Trust, N.A. in connection with the new bonds

that the DRA issued pursuant to the Government Development Bank for Puerto Rico Debt

Restructuring Act, Act No. 109-2017 (“Act_109”), as amended by Act No. 147-2018, and the

approved Qualifying Modification for the Government Development Bank for Puerto Rico (the

“GDB”).

8. The DRA is a statutory public trust and public governmental instrumentality of

the Commonwealth, independent and separate from any other governmental entity, created by

Act 109. The DRA is a legal entity that exists separately and operates independently from the

Commonwealth and all other govermuental entities pursuant to 7 L.P.R.A. § 3172. The DRA

has the capacity to sue and be sued pursuant to 7 L.P.R.A. § 3 175(a).

4

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9. In its capacity as Servicer, AmeriNational Community Services, LLC filed Proof

of Claim No. 174309 in the PBA Title III case on July 28, 2020, on account the PRA Loans

(defined below) made by the GDB to PBA. A chart describing the relevant loans is attached

hereto as Exhibit A.

JURISDICTION AND VENUE

10. This Court has subject matter jurisdiction over this adversary proceeding pursuant

to PROMESA section 306. This adversary proceeding arises under PROMESA Title III, in a

Title III case, and relates to PBA’s underlying PROMESA Title III case.

11. This Court has personal jurisdiction over each Defendant pursuant to PROMESA

section 3 06(c).

12. Venue is proper in the District of Puerto Rico pursuant to 28 U.S.C. § 1391. All

or a substantial part of the events giving rise to PBA’s claims occurred in this District. Venue is

also proper under PROMESA section 307. This adversary proceeding is brought in a

PROMESA Title III case.

13. This adversary proceeding is brought pursuant to (a) Rules 3007, 7001(1), (2),

and (9) of the Federal Rules of Bankruptcy Procedure, made applicable to this proceeding by

PROMESA section 310, and (b) Bankruptcy Code sections 502(a), 544(a), 550, 551, and 552(a),

made applicable to this proceeding by PROMESA section 30 1(a). There currently exists an

actual, justiciable controversy between the parties regarding the allowability of the secured claim

asserted by Defendants in certain of PBA’s property, including its effectiveness, priority, extent,

and enforceability.

5

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FACTS

I. PBA and the PBA Loans

14. As set forth in 9 L.P.R.A § 902, PBA is an instrumentality of the Commonwealth

and is responsible for financing the acquisition, construction, andlor improvement of office space

and other facilities used by departments, agencies, instrumentalities, authorities, public

corporations, and municipalities of the Commonwealth for government operations and providing

essential services to the public.

15. The GDB operated as a banking institution and depository of funds for the

Commonwealth, its instrumentalities, public corporations, and municipalities.

16. Prior to the commencement of PBA’s Title III Case, on April 6, 2006, 0DB and

PBA executed a loan agreement (the “Loan Agreement”) for the original principal amount of $75

million (the “2006 PBA Loan”), and a Security Agreement (the “Security Agreement”).4

17. After execution of the Loan Agreement and issuance of the 2006 PBA Loan, but

prior to the commencement of PBA’s Title III Case, GDB extended additional loans to PBA

pursuant to three separate loan agreements. PBA’s indebtedness to GDB, inclusive of the

amounts extended under the Loan Agreement, is in the aggregate principal amount of

approximately $395 million (the “PBA Loans”). Descriptions of the PBA Loans are attached

hereto as Exhibit A.

18. The Loan Agreement and Security Agreement provide the 2006 PBA Loan would

be secured by certain property (the “Pledged Property”). The Security Agreement in pertinent

part provides:

1.1 Grant of Security Interests. As security for the prompt and complete

payment and performance when due of all its Obligations, the Assignor

A copy of the Loan Agreement and Security Agreement are attached hereto as Exhibit B.

6

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does hereby grant to the Bank a continuing security interest of first priority

in all the right, title and interest of the following properties (collectively,

the “Collateral”).

Except as otherwise provided herein below, all products and proceeds of

the sale or disposition of the real estates known as Intendente Ramirez

Buildings and the Complex of the Department of Justice with the

following registration facts:

1.1.1 Finca #4384, registered in Page 30 of Volume 159 of San Juan, 1 St

inscription (Section 1 of San Juan).

1.1.2 Finca #2425, registered in Page 211 of Volume 67 of Santurce South, 7t11

inscription. (Section I of San Juan)

Security Agreement at § 1.1.

19. The Security Agreement purported to grant a security interest in “all products and

proceeds ofthe sale or disposition of the real estates,” not in the actual Real Estate.

20. Contemporaneously with the execution of the Security Agreement, GDB and

PBA executed a UCC- 1 financing statement indicating the collateral as real property (the

“Financing Statement,” a copy of which is attached hereto as Exhibit CJ.

21. Upon information and belief, the Financing Statement was filed with the Puerto

Rico State Department.

22. Plaintiffs engaged a third-party, professional search company (the “Search

Company”) to search the Uniform Commercial Code records maintained by the Puerto Rico

State Department. The Search Company reported that a financing statement in favor of GDB

was filed on April 7, 2006 (filing no. 2006027631). The Search company was not able to

provide Plaintiffs with a copy of the financing statement. The Search Company did not report

any continuation statements were filed with respect to the financing statement filed on April 7,

2006.

7

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23. On July 28, 2020, AmeriNational Community Services, LLC, in its capacity as

Servicer, filed a proof of claim (No. 174309) on account of the PBA Loans in the PBA. Title III

case asserting a claim totaling “not less than $207,332,233.40” secured by “[p]roceeds from the

sale of certain property.”

24. On June 15, 2021, the DRA Parties filed an objection (the “Disclosure Statement

Objection”) to the Amended Joint Motion of the Commonwealth of Puerto Rico, the Eniployees

Retirement System of the Commonwealth of Puerto Rico, and the Puerto Rico Public Buildings

Authorityfor an Order (I) Approving Disclosure Statement, (II) Fixing Voting Record Date, (III)

Approving Confirmation Hearing Notice and Confirmation Schedule, (IV) Approving Solicitation

Packages and Distribution Procedures, (V) Approving Forms of Ballots, and Voting and

Election Procedures, (VI) Approving Notice ofNon- Voting Status, (VII) Fixing Voting, Election,

and Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures [Dkt. No.

16756; Case No. 17 BK 3283-LTS], which states in pertinent part:

Three of the PBA Loans (the “PBA Unsecured Loans”) are unsecured

obligations of PBA and, as of PBA’s petition date, totaled $88,592,916.04

in principal amount and $50,086,019.67 in interest. One loan (the “PBA

Secured Loan,” and together with the PBA Unsecured Loans, the “PBA

Loans”), which consisted of $48,821,233.11 in principal amount and

$19,832,064.58 in interest as of PBA’s petition date, is partially secured

by a security interest in the proceeds of the sale or disposition of two real

properties in San Juan consisting of buildings where the Commonwealth’s

Department ofJustice and Treasury Department are currently located.

Dkt. No. 17006; Case No. 17 BK 3283-LTS, ¶ 8.

II. PBA’s Title III Case

25. On May 3, 2017, the Oversight Board issued a restructuring certification pursuant

to PROMESA sections 104(j) and 206 and, at the request of the Governor of Puerto Rico, filed a

voluntary petition for relief for the Commonwealth pursuant to section 304(a) of PROMESA,

commencing a case under title III thereof.

8

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26. On July 12, 2017, the Oversight Board issued a resolution authorizing GDB to use

Title VI of PROMESA.

27. On August 10, 2018, GDB and the Puerto Rico Fiscal Agency and Financial

Advisory Authority initiated a case to restructure GDB’s debt obligations pursuant to Title VI of

PROMESA.

28. Pursuant to GDB’s Title VI restructuring, on November 5, 2018, the Oversight

Board certified GDB’s qualifying modification under Title VI of PROMESA (the “ualifying

Modification”), and this Court approved the Qualifying Modification by order dated November

7,2018.

29. On November 29, 2018, the DRA and the GDB entered into the Master Transfer

Agreement pursuant to which GDB transferred substantially all its assets to the DRA. The 2006

PBA Loan was among the assets received by the DRA from GDB. The DRA’s assets are

managed by the Servicer, with the supervision of the Collateral Monitor.

30. On September 26, 2019, the Oversight Board issued a restructuring certification

pursuant to PROMESA sections 104(j) and 206 and filed a voluntary petition for relief for PBA

pursuant to PROMESA section 304(a), commencing the PBA Title III case (“PBA’s Title III

Case”).

COUNT I

JUDGMENT THAT DEFENDANTS’ ASSERTED LIENS OR SECURITY INTERESTS WITH

RESPECT TO PLEDGED PROPERTY ARE UNPERFECTED, UIENFORCEABLE, AND

SUBORDINATE TO PBA’S LIEN STATUS

(48 U.S.C. § 2161; 11 U.S.C. § 502(a), 544(a); 19 L.P.R.A. § 2260)

31. Plaintiffs repeat and incorporate by reference each allegation contained in the

preceding paragraphs as if fully set forth herein.

9

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32. Defendants filed Proof of Claim No. 174309 against PBA asserting a perfected

lien or security interest in the products and proceeds of the prospective sale or disposition of the

Intendente Ramirez Building andlor the Complex of the Department of Justice. DRA did not

assert a lien against the Real Estate.

33. To the extent Defendants’ purported security interests or liens on “all products

and proceeds of the sale or disposition of the real estates known as Intendente Ramirez Building

and the Complex of the Department of Justice” apply to and attached to such property, such

interests are unperfected, unenforceable, and subordinate to PBA’s lien status.

34. Under Commonwealth law, pursuant to 30 P.R. Laws Ann. § 6084, a lien on real

property can only be perfected by recording a certified copy of a deed of mortgage in the Real

Property Registry.

35. The Defendants have not asserted a perfected lien or security interest in any real

estate owned by PBA, but to the extent that they do, any alleged lien would be invalid.

36. PBA never executed a mortgage or any other document that would perfect an

alleged lien against the real property included in Pledged Property, and neither the GDB nor

DRA recorded a mortgage or any other document in the Real Property Registry with respect to

the Real Estate.

37. The Commonwealth adopted Article 9 of the Uniform Commercial Code (the

“UCC”), effective in 1996, which governs the creation and perfection of security interests in

personal property.

38. The Commonwealth adopted revised Article 9 of the UCC, effective January 17,

2013 (hereinafter, revised Article 9 is referred to as “Article 9”).

10

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39. Under Article 9, pursuant to 19 L.P.R.A. § 2260(a), a financing statement must be

filed to perfect a purported security interest in personal property (with exceptions not applicable

here). Pursuant to 19 L.P.R.A. § 2230(c) and 2235(c)—(e), the effectiveness of the financing

statement will lapse, and the security interest will become unperfected, unless a continuation

statement is filed during the six months immediately before the lapse date.

40. Even if a security interest in real estate could be perfected under Article 9, upon

information and belief, the Financing Statement filed in 2006 lapsed, at the latest, in 2016.

Neither GDB nor DRA filed a continuation statement to prevent the filed Financing Statement

from lapsing.

41. Defendants do not have a perfected security interest in personal property

(products and proceeds) included in Pledged Property. The Financing Statement was ineffective

to perfect a security interest or, if effective, lapsed prior to the commencement of PBA’s Title III

Case.

42. Under Article 9, pursuant to 19 L.P.R.A. § 2267(a)(2), a “lien creditor” has

priority over unperfected security interests.

43. Under Article 9, pursuant to 19 L.P.R.A. § 2212(a)(52), “lien creditor” means,

among other things, “a trustee in bankruptcy from the date ofthe filing of the petition.”

44. Pursuant to PROMESA section 301(c)(7), “the term ‘trustee’, when used in [the

Bankruptcy Code], means the Oversight Board.. .

45. Pursuant to sections 544(a)(1), (2), and (3) of the Bankruptcy Code, PBA has, as

of the commencement of PBA’s Title III Case, and without regard to any knowledge of a trustee

(or debtor) or of any creditor, the rights and powers of, or may avoid any transfer of its property

or any obligation it incurred that is voidable by:

11

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• A creditor that extends credit to the debtor at the time of the

commencement of the case, and that obtains, at such time and with

respect to such credit, a judicial lien on all property on which a creditor

on a simple contract could have obtained such a judicial lien, whether or

not such a creditor exists;

• a creditor that extends credit to the debtor at the time of the commencement

of the case, and obtains, at such time and with respect to such credit, an

execution against the debtor that is returned unsatisfied at such time,

whether or not such a creditor exists; or

• a bona fide purchaser of real property, other than fixtures, from the debtor,

against whom applicable law permits such transfer to be perfected, that

obtains the status of a bona fide purchaser and has perfected such transfer at

the time of the commencement of the case, whether or not such a parchaser

exists.

46. Any purported liens or security interests in Pledged Property are unperfected and

are unenforceable against PBA.

47. An actual, substantial, and justiciable controversy exists between Plaintiffs and

Defendants concerning the allowability, effectiveness, priority, extent, and enforceability of the

security interest asserted by the Defendants in Pledged Property.

48. Accordingly, Plaintiffs are entitled to relief pursuant to 48 U.S.C. § 2161 and 19

L.P.R.A. § 2267(a)(2) that the Defendants do not have, or are not beneficiaries of, properly

perfected security interests in Pledged Property, and thus any and all security interests in such

property asserted by the Defendants is unallowable and unenforceable against PBA pursuant to

Bankruptcy Code sections 502(a) and 544(a).

COUNT II

JUDGMENT AVOIDING AND PRESERVING FOR BENEFIT OF PBA PURSUANT TO

BANKRUPTCY CODE SECTIONS 544, 550, AND 551 ANY SECURITY INTERESTS OR

LIENS GRANTED TO THE DRA IN PLEDGED PROPERTY

(11 U.S.C. § 544, 550, 551; 19 L.P.R.A. § 2267)

12

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49. Plaintiffs repeat and incorporate by reference each allegation contained in the

preceding paragraphs as iffully set forth herein.

50. Pursuant to Bankruptcy Code section 544(a), PBA has, as of the commencement

of PBA’s Title III Case, and without regard to any knowledge of a trustee, debtor, or creditor, the

rights and powers of, or may avoid any transfer of its property or any obligation it incurred that

is voidable by, a judicial lien creditor or bona fide purchaser, among other things.

51. Under Commonwealth law, Defendants do not have a perfected lien against real

property included in Pledged Property. PBA never executed a mortgage or any other document

that would perfect an alleged lien on the Real Estate, and neither the GDB nor DRA recorded a

mortgage or any other document in the Real Property Registry with respect to the Real Estate.

52. Even if an interest in real estate could be perfected under Article 9, the Financing

Statement filed in 2006 lapsed, at the latest, in 2016. Neither GDB nor DRA filed a continuation

statement to prevent the filed Financing Statement from lapsing.

53. Defendants do not have a perfected security interest in personal property included

in Pledged Property. The Financing Statement was ineffective to perfect a security interest or, if

effective, lapsed prior to the commencement of PBA’s Title III Case.

54. Pursuant to Bankruptcy Code sections 544(a) and 551, and 19 L.P.R.A.

§ 2267(a)(2), all security interests of Defendants granted by the Security Agreement in any of

Pledged Property should be avoided, recovered for PBA pursuant to Bankruptcy Code section

550, and/or automatically preserved for the benefit of PBA pursuant to Bankruptcy Code section

551.

COUNT III

JUDGMENT THAT THE DEFENDANTS’ ASSERTED LIENS OR SECURITY INTERESTS

ARE UNPERFECTED, INEFFECTIVE, AND UNENFORCEABLE

13

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(11 U.S.C. § 502(a); 19 L.P.R.A. § 2212, 2267)

55. Plaintiffs repeat and incorporate by reference each allegation contained in the

preceding paragraphs as iffully set forth herein.

56. Under Commonwealth law, Defendants do not have a perfected lien against real

property included in Pledged Property. PBA never executed a mortgage or any other document

that would perfect an alleged lien on the Real Estate, and neither the GDB nor DRA recorded a

mortgage or any other document in the Real Property Registry with respect to the Real Estate.

57. Even if an interest in real estate could be perfected under Article 9, the Financing

Statement filed in 2006 lapsed, at the latest, in 2016. Neither GDB nor DRA filed a continuation

statement to prevent the filed Financing Statement from lapsing.

58. Defendants do not have a perfected security interest in personal property included

in Pledged Property. The Financing Statement was ineffective to perfect a security interest or, if

effective, lapsed prior to the commencement of PBA’s Title III Case.

59. Under Article 9, pursuant to 19 L.P.R.A. § 2267(a)(2), a “lien creditor” has

priority over unperfected security interests.

60. Under Article 9, pursuant to 19 L.P.R.A. § 22l2(a)(52), “lien creditor” means,

among other things, “a trustee in bankruptcy from the date ofthe filing of the petition.”

61. Pursuant to PROMESA section 301(c)(7), “the term ‘trustee’, when used in [the

Bankruptcy Code], means the Oversight Board. . .

62. PBA’s interest under Bankruptcy Code section 544 in any of PBA’s property has

priority over unperfected security interests and liens on such property, including amounts

payable from the sale or disposition of the Intendente Ramirez Building and the Complex of the

Department ofJustice.

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63. Plaintiffs are entitled to relief pursuant to 19 L.P.R.A. § 2267(a)(2) that PBA’s

interests in personal property included in Pledged Property have priority over any security

interests in such property held by Defendants.

64. Pursuant to Bankruptcy Code section 502(a), Plaintiffs are entitled to an order

disallowing Defendants’ claims to such security interests in Pledged Property.

COUNT IV

JUDGMENT THAT THE DEFENDANTS’ ASSERTED LIENS OR SECURITY iNTERESTS

IN PLEDGED PROPERTY DO NOT ATTACH TO REVENUES RECEIVED POSTPETITION

(11 U.S.C. §‘ 502(a), 552)

65. Plaintiffs repeat and incorporate by reference each allegation contained in the

preceding paragraphs as if fully set forth herein.

66. Pursuant to Bankruptcy Code section 552(a), “except as provided in subsection

(b) of this section, property acquired by the estate or by the debtor after the commencement of

the case is not subject to any lien resulting from any security agreement entered into by the

debtor before the commencement of the case.”

67. To the extent PBA receives or received any personal property included in Pledged

Property during the postpetition period, such property constitutes “property acquired by the

estate commencement of the case,” and any valid and perfected security interest in the personal

property included in Pledged Property does not attach to such property.

68. If any purported security interests attach to PBA’s rights to receive any personal

property included in Pledged Property, any such rights to receive such property that arose

following the filing of the petition constitute “property acquired by the estate . . . after the

commencement of the case” and, any effective and perfected security interest in such rights to

receive personal property included in Pledged Property does not attach.

15

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69. Defendants assert a security interest in personal property included in Pledged

Property.

70. An actual, substantial, and justiciable controversy exists between PBA and

Defendants concerning the allowability, effectiveness, priority, extent, and enforceability of the

security interest asserted by the Defendants in Pledged Property.

71. Plaintiffs are entitled to disallowance of Defendants’ secured claims pursuant to

Bankruptcy Code section 5 52(a), which prevents any security interest from attaching to personal

property included in Pledged Property.

72. Pursuant to Bankruptcy Code section 502(a), Plaintiffs are entitled to an order

disallowing claims to such security interests.

COUNT V

JUDGMENT DISALLOWING ALL CLAIMS ASSERTING SECURITY INTERESTS

EITHER NOT GRANTED TO DEFENDANTS OR UNPERFECTED UNDER BANKRUPTCY

CODE SECTION 502(a)

(11 U.S.C. § 502(a), 544(a); 19 L.P.R.A. § 2267)

73. Plaintiffs repeat and incorporate by reference each allegation contained in the

preceding paragraphs as if fully set forth herein.

74. Defendants filed a proof of claim (No. 174309) against PBA asserting a perfected

security interest in the products and proceeds of the sale or disposition of the Intendente Ramirez

Building andlor the Complex of the Department ofJustice.

75. Defendants assert a secured claim totaling $207,332.233.40 on account of the

PBA Loans in their proof of claim (No. 174309).

76. Defendants admitted three of the PBA Loans are unsecured obligations in the

Disclosure Statement Objection, which provides in pertinent part: “Three of the PBA Loans (the

16

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‘PBA Unsecured Loans’) are unsecured obligations of PBA and, as of PBA’s petition date,

totaled $88,592,916.04 in principal amount and $50,086,019.67 in interest.”

77. Under Commonwealth law, Defendants do not have a perfected lien on real

property included in Pledged Property. PBA never executed a mortgage or any other document

that would perfect an alleged lien on the Real Estate. Neither the GDB nor DRA recorded a

mortgage or any other document in the Real Property Registry with respect to the Real Estate.

78. Defendants do not have a perfected security interest in personal property included

in Pledged Property. The Financing Statement was ineffective to perfect a security interest or, if

effective, lapsed prior to the commencement of PBA’s Title III Case and any such security

interest is subordinate to PBA’s interests in such collateral under 19 L.P.R.A. § 2267(a)(2), and

avoidable under Bankruptcy Code section 544(a).

79. Pursuant to Bankruptcy Code section 502(a), Plaintiffs are entitled to an order

disallowing Defendants’ claims to such security interests.

PRAYER FOR RELIEF

WHEREFORE Plaintiffs pray that judgment be entered for PBA and against Defendants

that:

A. Any and all security interests and liens of Defendants against Pledged Property of

PBA are subordinate and unenforceable pursuant to sections 502(a) and 544(a) of the

Bankruptcy Code;

B. All security interests and liens granted by the Security Agreement in any of

Pledged Property are avoided and preserved for the benefit of PBA pursuant to Bankruptcy Code

sections 550 and 551;

17

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C. All Defendants’ purported security interests are subordinate to PBA’s lien status

in any personal property included in Pledged Property pursuant to 19 L.P.R.A. § 2267(a)(2);

D. Any security interests of Defendants in the Pledged Property or right (if any) to

receive Pledged Property have not attached and do not attach to any personal property included

in the Pledged Property received postpetition or rights to receive personal property included in

the Pledged Property that arise postpetition, pursuant to Bankruptcy Code section 552(a);

E. All Defendants’ claims to security interests and liens in the Pledged Property are

disallowed; and

F. PBA be granted such other and further relief as is just.

[Remainder ofpage intentionally left blank]

18

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Dated: September 26, 2021 Respectfully submitted,

San Juan, Puerto Rico

/s/ Martin I Bienenstock

Martin J. Bienenstock

Brian. S. Rosen

Jeffrey W. Levitan

Joshua A. Esses

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial Oversight and

Management Board as representativefor PBA

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Mufioz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Co-Attorneys for the Financial Oversight and

Management Board as representativefor PBA

19

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Exhibit A

PBA Loans

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Exhibit B

2006 PBA Loan Agreement and Security Agreement

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Exhibit C

Financing Statement

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O’NFIILL & BORGES

SOLICITUD DE SERVICIO DE MENSAJERIA

# 17000 T-55338 I Solicitado nor: MIRANDA RIVERA, GABRIEL Fecha: 09/27/2021

Nümero de Teléfono

Tipo de Servicio Solicitado:

Por :Rebeca Rodriguez Santiago

Nombre Del Cliente: FOMB IN RE PBA

TITLE III

Dirigido a:CORTE FEDERAL AVE. CHARDON Nümero de Teléfono:

HATO REY

Recibido por: Fecha: Hora:

Sobre Pquete v’ Documentos Legales “ Cheques Cajas Otros

INSTRUCCIONES ESPECIALES: LLEVAR CHEQUE PARA PAGO RADICACION DE DEMANDA

TRAER RECIBO DE VUELTA

PARA USO OFICIAL DEL SUPERVISOR DE MENSAJERIA EXTERNA

EXPRESS DELIVERYSERVICE NUm. Teléfono: 787-717-6799 Car9o: $0.0Q4/ .

O’NEILL & BORGES

SOLICITUDDE SERVICIO DE MENSAJERIA

# 17000 T-55338 Solicitado por: MIRANDA RIVERA, GABRIEL Fecha: 09/27/2021

NUmero de Teléfono: ....

Nüm. de Cliente: pl706-0

Tioo de Servicio Solicitado: Ida V ea Otro Recogido Nombre Del Cliente: FOMB IN RE PBA . .

TITLE III ror :Rebeca Rodriguez Santiago

Dirigido a:CORTE FEDERAL AVE. CHARDON NUmero de Teléfono:

HATO REY

Recibido por: Fecha: J Hora:

ISobre I j Paquete j V Documentos Legales V j Cheques Cajas Otros

INSTRUCCIONES ESPECIALES: LLEVAR CHEQUE PARA PAGO RADICACION DL DEMANDA

TRAER RECIBO DE VUELTA

PARA USO OFICIAL DEL SUPERVISOR DE MENSAJERIA EXTERNA

EXPRESS DELIVERY SERVICE ( Nüm. Teléfono: 787-717-6799 (Cargo: $0.00 [j/ . o U

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