Hearing Date: February 1, 2023 at 9:30 a.m. AST 

Objection Deadline: December 8, 2022 (for parties other than the Fee Examiner) 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

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 

No. 17 BK 3283-LTS 

(Jointly Administered) 

SUMMARY COVER SHEET TO THE SIXTEENTH 

INTERIM APPLICATION OF JENNER & BLOCK LLP 

AS COUNSEL TO THE OFFICIAL COMMITTEE OF 

RETIRED EMPLOYEES OF THE COMMONWEALTH OF 

PUERTO RICO FOR ALLOWANCE OF COMPENSATION FOR 

SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED FROM JUNE 1, 2022 THROUGH SEPTEMBER 30, 2022 

Name of Applicant: Jenner & Block LLP

Authorized to Provide Services To: The Official Committee of Retired 

Employees of the Commonwealth of Puerto 

Rico (the “Retiree Committee”)

Retention Date: June 16, 2017

1

 The Debtors in these jointly-administered PROMESA 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: (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 (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (Bankruptcy Case No. 17 BK 3567-LTS) 

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

Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax 

ID: 9686); (v) Puerto Rico Electric and Power Authority (Bankruptcy Case No. 17 BK 4780) (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). 

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ii 

Period for which compensation and 

reimbursement is sought:

June 1, 2022 through September 30, 2022 

Amount of interim compensation sought as 

actual, reasonable, and necessary: $126,558.20

Amount of interim expense reimbursement 

sought as actual, reasonable, and necessary: $6,994.75

Are your fee or expense totals different from 

the sum of previously served monthly 

statements? No

Petition Date: May 3, 2017

Blended rate in this application for all 

attorneys:

$1,153.67 ($980.62 following 15% fee 

discount)

Blended rate in this application for all 

timekeepers:

$1,028.97 ($874.62 following 15% fee 

discount)

This is an interim application. 

The total time expended by Jenner & Block, LLP (“Jenner”) in preparing its fee application 

for the Interim Fee Period is approximately 20 hours and the corresponding compensation 

requested is approximately $16,000.

Total compensation approved by interim 

order to date:

$22,199,660.90 

Total expenses approved by interim order to 

date:

$1,169,819.16 

Total compensation paid to date: $22,676.576.32

Total expenses paid to date: $1,211,567.00

Total compensation subject to objection: None

Total expenses subject to objection: None

Number of Professionals Included in this 

Application:

6 

Difference Between Fees Budgeted and 

Compensation Sought:

$71,916.80 less than budget 

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iii 

Number of Professionals Billing Fewer than 

15 Hours to this Case: 3

Rates Higher than Those Disclosed at 

Retention: 

Jenner adjusted its scheduled hourly rates as 

of January 1, 2018, January 1, 2019, January 

1, 2020, January 1, 2021, and January 1, 

2022. 2

Objection Deadline: December 8, 2022 (for parties other than the 

Fee Examiner)

Name of 

Professional 

Title Year 

Admitted 

Department Hourly 

Billing 

Rate 

(2022) 

Total 

Billed 

Hours 

Total Fees 

Requested 

ROBERT D. 

GORDON 

Partner 1989 Restructuring & 

Bankruptcy

$1,450 39.30 $56,985.00 

MELISSA M. 

ROOT 

Partner 2003 Restructuring & 

Bankruptcy

$1,150 3.60 $4,140.00 

CATHERINE L. 

STEEGE 

Partner 1982 Restructuring & 

Bankruptcy

$1,450 .50 $725.00 

CARL N. 

WEDOFF 

Special 

Counsel

2010 Restructuring & 

Bankruptcy

$995 75.70 $75,321.50 

SHIVA 

KHANSARI

Paralegal N/A Litigation $430 16.10 $6,923.00 

JESSICA M. 

MERKOURIS

Paralegal N/A Litigation $505 9.50 $4,797.50 

Sub-Total* 144.70 $148,892.00 

Less 15% Fee 

Discount on all 

matters except the 

Non-working 

Travel Matter

($22,333.80) 

Less 50% 

Discount on Nonworking Travel 

Matter

$0.00 

Total 144.70 $126,558.20 

2

 In addition, Jenner Special Counsel Carl N. Wedoff’s hourly rate (before 15% discount) increased from 

$895 to $995 on March 1, 2022. (See Dkt. 20695.) Jenner disclosed in both its employment application 

(which was approved by the Court) and its engagement letter with the Retiree Committee that Jenner’s 

hourly rates were subject to annual ordinary-course adjustments; only the specific adjustment amounts were 

not disclosed in 2017, as those amounts were not ascertainable at the time. 

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iv 

FEE EXAMINER’S REQUESTED ATTACHMENTS TO FEE APPLICATIONS 

List of Professionals – Exhibit E 

Compensation by Project Category – Exhibit G 

Expense Summary – Exhibit F 

List of Professionals by Matter – Exhibit H 

Detailed Time Records – Exhibit H 

Detailed Expense Records – Exhibit I; additional detail submitted to the Fee Examiner under 

separate cover 

Customary and Comparable Disclosures – Exhibit D 

Budget & Staffing Plan – Submitted to the Fee Examiner under separate cover 

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Hearing Date: February 1, 2023 at 9:30 a.m. AST 

Objection Deadline: December 8, 2022 (for parties other than the Fee Examiner) 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

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 

No. 17 BK 3283-LTS 

(Jointly Administered) 

SIXTEENTH INTERIM APPLICATION OF JENNER & BLOCK 

LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF 

RETIRED EMPLOYEES OF THE COMMONWEALTH OF 

PUERTO RICO FOR ALLOWANCE OF COMPENSATION FOR 

SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED FROM JUNE 1, 2022 THROUGH SEPTEMBER 30, 2022 

To the Honorable United States District Court Judge Laura Taylor Swain: 

Jenner & Block, LLP (“Jenner”), attorneys for The Official Committee of Retired 

Employees of the Commonwealth of Puerto Rico (the “Retiree Committee”) in the abovecaptioned Title III case (“Title III Case”), hereby submits this Sixteenth Interim Application (the 

1

The Debtors in these jointly-administered PROMESA 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: (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 (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (Bankruptcy Case No. 17 BK 3567-LTS) 

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

Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax 

ID: 9686); (v) Puerto Rico Electric and Power Authority (Bankruptcy Case No. 17 BK 4780) (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). 

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2 

“Application”) for an award of interim compensation for professional services rendered, and 

reimbursement for actual and necessary expenses incurred in connection with such services, for 

the period from June 1, 2022 through September 30, 2022 (the “Interim Period”). Jenner submits 

this Application pursuant to: sections 316 and 317 of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),2 48 U.S.C. §§ 2176, 2177; sections 105(a) and 503(b) of 

the Bankruptcy Code,3 11 U.S.C. §§ 105(a), 503(b); Rule 2016(a) of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”)4; Rule 2016-1 of the Bankruptcy Rules for the 

United States Bankruptcy Court for the District of Puerto Rico (the “Local Rules”)5; the Order 

Authorizing the Employment of Jenner & Block LLP as Attorneys for the Committee of Retired 

Employees (the “Retention Order”) [Dkt. No. 1002]; the Third Amended Order Setting 

Procedures for Interim and Final Compensation and Reimbursement of Expenses of Professionals

(the “Compensation Order”) [Dkt. No. 20546]; the United States Trustee’s Guidelines for 

Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 

§ 330 by Attorneys in Large Chapter 11 Cases Effective as of November 1, 2013 (the “UST 

Guidelines”); the First Amended Order Pursuant to PROMESA §§ 316 and 317 and Bankruptcy 

Code Section 105(a) Appointing a Fee Examiner and Related Relief (the “Amended Fee 

Examiner Order”) [Dkt. No. 3324]; the Order on Fee Examiner’s Motion to Impose Presumptive 

2

 PROMESA is codified at 48 U.S.C. §§ 2101–2241. 

3

 The Bankruptcy Code is codified at 11 U.S.C. §§ 101–1532. Unless otherwise noted, all Bankruptcy Code 

sections cited in the Application are made applicable to this Title III Case pursuant to section 301(a) of 

PROMESA. 

4

All Bankruptcy Rules referenced in this Application are made applicable to these Title III Cases pursuant 

to section 310 of PROMESA. 

5

 The Local Rules are made applicable here by the Court’s Order (A) Imposing and Rendering Applicable 

Local Bankruptcy Rules to These Title III Cases, (B) Authorizing Establishment of Certain Notice, Case 

Management, and Administrative Procedures, and (C) Granting Related Relief [Dkt. No. 249]. 

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3 

Standards and Timeliness Requirements for Professional Fee Applications [Dkt. No. 3932]; the 

Order Imposing Additional Presumptive Standards: Rate Increases and the Retentions of Expert 

Witnesses or Other Sub-Retained Professionals (“Additional Presumptive Standards Order”) 

[Dkt. No. 7678]; and the Fee Examiner’s November 10, 2017 Memorandum (the “Fee Examiner 

Memorandum”). In support of this Application, Jenner submits the Certification of Robert D. 

Gordon (the “Gordon Certification”), attached hereto as Exhibit A, and respectfully represents 

as follows: 

Preliminary Statement 

1. On August 10, 2017, this Court entered the Retention Order, approving the Retiree 

Committee’s employment of Jenner, effective as of June 16, 2017. A copy of Jenner’s engagement 

letter is attached hereto as Exhibit B. The Retiree Committee represents approximately 167,000 

retired employees of the Commonwealth of Puerto Rico (“Commonwealth” or “Puerto Rico”) 

and various Commonwealth agencies and instrumentalities and their surviving beneficiaries, 

including Puerto Rico’s retired teachers, police officers, firefighters, judges, municipal clerks, 

engineers, and other government workers of all categories, who hold accrued pension benefits on 

account of having participated in the Employee Retirement System (the “ERS”), the Teachers 

Retirement System (the “TRS”), and/or the Judiciary Retirement System (the “JRS”), among 

other potential post-employment benefits (the “Retirees”). The pensions of the Retirees, along 

with those held by currently active employees who have participated in the ERS, TRS, and/or JRS, 

were collectively underfunded by at least $50 billion as of the Petition Date. The Retirees are the 

largest group of creditors in these Title III Cases. 

2. During the Interim Period, Jenner performed a variety of legal services that were 

necessary and appropriate for the effective protection of the Retirees’ interests in this Title III 

Case, including, among other things, advising the Retiree Committee regarding matters relevant 

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4 

to the status of the Commonwealth’s continued rehabilitation and the implementation of its 

confirmed Plan of Adjustment for the benefit and protection of Retirees thereunder. 

3. Jenner’s work during the Interim Period was necessary for, and beneficial to, the 

Retirees and served to ensure that the Retirees’ interests were monitored and safeguarded in this 

Title III Case. Jenner respectfully requests that the Court award the fees and expenses requested 

in this Application. 

Jurisdiction 

4. The United States District Court for the District of Puerto Rico (the “Court”) has 

subject matter jurisdiction over this matter pursuant to PROMESA section 306(a). 

5. Venue is proper pursuant to PROMESA section 307(a). 

6. Jenner makes this Application pursuant to PROMESA sections 316 and 317, 

Bankruptcy Code sections 105(a) and 503(b), Bankruptcy Rule 2016, Local Rule 2016-1, the 

Retention Order, the Compensation, and the UST Guidelines. 

Background 

7. On May 3, 2017, Puerto Rico, by and through the Financial Oversight and 

Management Board for Puerto Rico (“FOMB”), as Puerto Rico’s representative pursuant to 

section 315(b) of PROMESA, filed a petition with the Court under title III of PROMESA. 

8. On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (“COFINA”), 

by and through the FOMB, as COFINA’s representative pursuant to PROMESA section 315(b), 

filed a petition with the Court under title III of PROMESA. 

9. On May 21, 2017, the Puerto Rico Highways and Transportation Authority 

(“HTA”), by and through the FOMB, as HTA’s representative pursuant to PROMESA section 

315(b), filed a petition with the Court under title III of PROMESA. 

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5 

10. On May 21, 2017, ERS, by and through the FOMB, as the ERS’s representative 

pursuant to PROMESA section 315(b), filed a petition with the Court under title III of PROMESA. 

11. On July 3, 2017, the Puerto Rico Electric Power Authority (“PREPA”), by and 

through the FOMB, as PREPA’s representative pursuant to PROMESA section 315(b), filed a 

petition with the Court under title III of PROMESA. 

12. On September 27, 2019, the Puerto Rico Buildings Authority (“PBA”), by and 

through the FOMB, as PBA’s representative pursuant to PROMESA section 315(b), filed a petition 

with the Court under title III of PROMESA. 

13. Through Orders of this Court, the Commonwealth, COFINA, HTA, ERS, PREPA, 

and PBA title III cases (collectively, the “Title III Cases”) are jointly administered for procedural 

purposes only, pursuant to PROMESA section 304(g) and Bankruptcy Rule 1015. [See Dkt. Nos. 

242, 537, 1417, 8829.] 

14. On June 15, 2017, the U.S. Trustee, pursuant to section 1102(a)(1) of the 

Bankruptcy Code, appointed the Retiree Committee, consisting of the following nine individuals: 

Blanca Paniagua, Carmen Nuñez, Juan Ortiz, Lydia Pellot, Marcos A. Lopez, (retired) Judge 

Miguel Fabre, Milagros Acevedo, Rosario Pacheco, and José Marin.6 [Dkt. No. 340.] 

Jenner’s Retention and Fee Request 

15. On June 16, 2017, the Retiree Committee elected to employ Jenner to represent the 

Retiree Committee. 

6

 José Marin resigned from the Retiree Committee effective April 12, 2018. 

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6 

16. On July 19, 2017, the Retiree Committee filed its Application for an Order 

Approving the Employment of Jenner & Block LLP [Dkt. No. 670] (the “Retention Application”) 

pursuant to sections 105(a) and 1103 of the Bankruptcy Code.7

17. On August 10, 2017, the Court entered the Retention Order approving Jenner’s 

retention as counsel to the Retiree Committee, effective June 16, 2017, on the terms and conditions 

identified in the Retention Application. A copy of the Retention Order is attached hereto as 

Exhibit C. Pursuant to the Retention Order, Jenner is entitled to compensation for reasonable, 

actual, and necessary professional services rendered and reimbursement of expenses incurred in 

connection with the Title III Cases. 

18. On October 6, 2017, the Court entered an Order appointing Brady Williamson as 

the fee examiner (the “Fee Examiner”) in these Title III Cases. [Dkt. No. 1416.] 

19. On June 20, 2018, the Court entered the Amended Fee Examiner Order. 

20. On December 15, 2017, Jenner filed its First Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From June 16, 

2017 Through September 30, 2017 (the “First Interim Application”) [Dkt. No. 2050], seeking 

$2,051,975.37 in compensation and $60,916.21 in expenses. On March 7, 2018, the Court entered 

an Order approving the First Interim Application (the “First Interim Order”) [Dkt. No. 2685] in 

the amount of $2,030,996.12 in compensation and $60,485.71 in expenses, reflecting certain 

reductions recommended by the Fee Examiner and agreed to by Jenner. Jenner has received 100% 

payment of the fees and expenses approved in the First Interim Order. 

7

 In a chapter 11 case, a committee appointed under section 1102 of the Bankruptcy Code ordinarily would 

seek authority to employ counsel pursuant to section 327. Because PROMESA does not incorporate section 

327 of the Bankruptcy Code, the Retiree Committee moved for approval of its Retention Application 

pursuant to sections 105(a) and 1103(a). See PROMESA § 301(a) (omitting Bankruptcy Code sections 327 

and 328 from incorporation into PROMESA). 

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7 

21. On March 19, 2018, Jenner filed its Second Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From October 1, 

2017 Through January 1, 2018 (the “Second Interim Application”) [Dkt. No. 2741], seeking 

$2,054,446.59 in compensation and $100,461.26 in expenses. On June 8, 2018, the Court entered 

an Order approving the Second Interim Application (the “Second Interim Order”) [Dkt. No. 

3279] in the amount of $2,004,389.11 in compensation and $97,413.89 in expenses, reflecting 

certain reductions recommended by the Fee Examiner and agreed to by Jenner. Jenner has received 

100% payment of the fees and expenses approved in the Second Interim Order. 

22. On July 16, 2018, Jenner filed its Third Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From February 1, 

2018 through May 31, 2018 (the “Third Interim Application”) [Dkt. No. 3535], seeking 

$1,969,909.52 in compensation and $71,940.52 in expenses. On November 9, 2018, the Court 

entered an Order approving the Third Interim Application (the “Third Interim Order”) [Dkt. No. 

4200] in the amount of $1,939,594.08 in compensation and $69,416.41 in expenses, reflecting 

$30,315.44 in fee reductions and $2,524.11 in expense reductions recommended by the Fee 

Examiner and agreed to by Jenner. Jenner has received 100% payment of the fees and expenses 

approved in the Third Interim Order. 

23. On November 16, 2018, Jenner filed its Fourth Interim Application for Allowance 

of Compensation for Services Rendered and Reimbursement of Expenses Incurred From June 1, 

2018 through September 30, 2018 (the “Fourth Interim Application”) [Dkt. No. 4267], seeking 

$1,817,932.76 in compensation and $108,986.92 in expenses, including $16,302.15 in 

compensation inadvertently omitted from the Third Interim Application. On March 14, 2019, the 

Court entered an Order approving the Fourth Interim Application (the “Fourth Interim Order”) 

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8 

[Dkt. No. 5654] in the amount of $1,787,635.21 in compensation and $104,007.53 in expenses, 

reflecting $30,297.55 in fee reductions and $4,979.39 in expense reductions recommended by the 

Fee Examiner and agreed to by Jenner. Jenner has received 100% payment of the fees and expenses 

approved in the Fourth Interim Order. 

24. On March 16, 2019, Jenner filed its Fifth Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From October 1, 

2018 through January 31, 2019 (the “Fifth Interim Application”) [Dkt. No. 5781, as corrected 

by Dkt. No. 5891], seeking $1,600,680.36 in compensation and $70,178.13 in expenses. On June 

26, 2019, the Court entered an Order approving the Fifth Interim Application (the “Fifth Interim 

Order”) [Dkt. No. 7670] in the amount of $1,573,774.60 in compensation and $66,973.19 in 

expenses, reflecting $26,905.76 in fee reductions and $3,204.94 in expense reductions 

recommended by the Fee Examiner and agreed to by Jenner. Jenner has received 100% payment 

of the fees and expenses approved in the Fifth Interim Order. 

25. On July 15, 2019, Jenner filed its Sixth Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From February 1, 

2019 through May 31, 2019 (the “Sixth Interim Application”) [Dkt. No. 7967], seeking 

$1,971,702.85 in compensation and $83,881.88 in expenses. On December 6, 2019, the Court 

entered an Order approving the Sixth Interim Application (the “Sixth Interim Order”) [Dkt. No. 

9488] in the amount of $1,941,702.85 in compensation and $76,830.83 in expenses, reflecting 

$30,000.00 in fee reductions and $7,051.05 in expense reductions recommended by the Fee 

Examiner and agreed to by Jenner. Jenner has received 100% payment of the fees and expenses 

approved in the Sixth Interim Order. 

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9 

26. On November 15, 2019, Jenner filed its Seventh Interim Application for Allowance 

of Compensation for Services Rendered and Reimbursement of Expenses Incurred From June 1, 

2019 through September 30, 2019 (the “Seventh Interim Application”) [Dkt. No. 9207], seeking 

$1,994,019.44 in compensation and $111,143.17 in expenses. On May 18, 2020, the Court entered 

an Order approving the Seventh Interim Application (the “Seventh Interim Order”) [Dkt. No. 

13150] in the amount of $1,961,656.51 in compensation and $108,302.29 in expenses, reflecting 

$32,362.93 in fee reductions and $2,840.88 in expense reductions recommended by the Fee 

Examiner and agreed to by Jenner. Jenner has received 100% payment of the fees and expenses 

approved in thew Seventh Interim Order. 

27. On March 16, 2020, Jenner filed its Eighth Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From October 1, 

2019 through January 31, 2020 (the “Eighth Interim Application”) [Dkt. No. 12406], seeking 

$1,245,646.31 in compensation and $62,799.73 in expenses. On July 24, 2020, the Court entered 

an Order approving the Eighth Interim Application (the “Eighth Interim Order”) [Dkt. No. 

13824] in the amount of $1,223,518.59 in compensation and $60,799.73 in expenses, reflecting 

$22,127.72 in fee reductions and $2,000.00 in expense reductions recommended by the Fee 

Examiner and agreed to by Jenner. Jenner has received 100% payment of the fees and expenses 

approved in the Eighth Interim Order. 

28. On July 15, 2020, Jenner filed its Ninth Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From February 1, 

2020 through May 31, 2020 (the “Ninth Interim Application”) [Dkt. No. 13678], seeking 

$1,868,971.73 in compensation and $105,122.89 in expenses. On October 26, 2020, the Court 

entered an Order approving the Ninth Interim Application (the “Ninth Interim Order”) [Dkt. No. 

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10 

14925] in the amount of $1,797,644.34 in compensation and $105,122.89 in expenses, reflecting 

$71,327.39 in fee reductions recommended by the Fee Examiner and agreed to by Jenner. Jenner 

has received 100% payment of the fees and expenses approved in the Ninth Interim Order. 

29. On November 16, 2020, Jenner filed its Tenth Interim Application for Allowance 

of Compensation for Services Rendered and Reimbursement of Expenses Incurred From June 1, 

2020 through September 30, 2020 (the “Tenth Interim Application”) [Dkt. No. 15152], seeking 

$1,294,238.13 in compensation and $110,631.98 in expenses. On March 8, 2021, the Court entered 

an Order approving the Tenth Interim Application (the “Tenth Interim Order”) [Dkt. No. 15971] 

in the amount of $1,235,530.25 in compensation and $110,631.98 in expenses, reflecting 

$58,707.88 in fee reductions recommended by the Fee Examiner and agreed to by Jenner. Jenner 

has received 100% payment of the fees and expenses approved in the Tenth Interim Order. 

30. On March 15, 2021, Jenner filed its Eleventh Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From October 1, 

2020 through January 31, 2021 (the “Eleventh Interim Application”) [Dkt. No. 16054], seeking 

$1,110,091.07 in compensation and $90,736.96 in expenses. On August 3, 2021, the Court entered 

an Order approving the Eleventh Interim Application (the “Eleventh Interim Order”) [Dkt. No. 

17646] in the amount of $1,048,162.95 in compensation and $90,736.96 in expenses, reflecting 

$61,928.12 in fee reductions recommended by the Fee Examiner and agreed to by Jenner. Jenner 

has received 100% payment of the fees and expenses approved in the Eleventh Interim Order 

31. On July 15, 2021, Jenner filed its Twelfth Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From February 1, 

2021 through May 31, 2021 (the “Twelfth Interim Application”) [Dkt. No. 17363], seeking 

$1,212,387.30 in compensation and $47,339.95 in expenses. On October 4, 2021, the Court entered 

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an Order approving the Twelfth Interim Application (the “Twelfth Interim Order”) [Dkt. No. 

18371] in the amount of $1,177,030.52 in compensation and $47,339.95 in expenses, reflecting 

$35,356.78 in fee reductions recommended by the Fee Examiner and agreed to by Jenner. Jenner 

has received 100% payment of the fees and expenses approved in the Twelfth Interim Order. 

32. On November 15, 2021, Jenner filed its Thirteenth Interim Application for 

Allowance of Compensation for Services Rendered and Reimbursement of Expenses Incurred 

From June 1, 2021 through September 30, 2022 (the “Thirteenth Interim Application”) [Dkt. 

No. 19230], seeking $1,591,028.65 in compensation and $61,375.41 in expenses. On March 18, 

2022, the Court entered an Order approving the Thirteenth Interim Application (the “Thirteenth 

Interim Order”) [Dkt. No. 20412] in the amount of $1,544,280.85 in compensation and 

$61,375.41 in expenses, reflecting $46,747.80 in fee reductions recommended by the Fee 

Examiner and agreed to by Jenner. Jenner has received 100% payment of the fees and expenses 

approved in the Thirteenth Interim Order. 

33. On March 15, 2022, Jenner filed its Fourteenth Interim Application for Allowance 

of Compensation for Services Rendered and Reimbursement of Expenses Incurred From October 

1, 2021 through January 31, 2022 (the “Fourteenth Interim Application”) [Dkt. No. 21103], 

seeking $981,602.46 in compensation and $124,211.84 in expenses. On October 28, 2022, the 

Court entered an Order approving the Fourteenth Interim Application (the “Fourteenth Interim 

Order”) [Dkt. No. 22727] in the amount of $933,744.92 in compensation and $124,176.84 in 

expenses, reflecting $47,857.54 in fee reductions and $35.00 in expense reductions recommended 

by the Fee Examiner and agreed to by Jenner. 

34. On July 15, 2021, Jenner filed its Fifteenth Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From February 1, 

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2022 through May 31, 2022 (the “Fifteenth Interim Application”) [Dkt. No. 21828], seeking 

$474,525.68 in compensation and $18,072.35 in expenses. The Court has not yet issued an order 

on the Fifteenth Interim Application. 

35. Pursuant to monthly fee statements, Jenner has received payment of $111,925.62 

in fees and $6,994.75 in expenses that are included in this Sixteenth Interim Application. 

36. Jenner’s fees are based upon hours charged, recorded in tenth-of-an-hour 

increments, at Jenner’s ordinary and customary hourly rates in effect as of January 1 of the calendar 

year in which the services are rendered, plus reimbursement of actual, necessary, out-of-pocket 

expenses and other charges incurred by Jenner on behalf of the Retiree Committee. Jenner adjusts 

its rates annually at the start of each calendar year, as disclosed in its Retention Application and 

approved by the Retention Order. These rates are consistent with the rates charged to other clients, 

including outside of bankruptcy. Jenner has shared its hourly rates with the Retiree Committee, 

and the Retiree Committee has approved these rates. For this matter, Jenner agreed to discount its 

fee rates, but not out-of-pocket expenses and internal charges, by 15% from its rates in effect at 

the time the services are rendered. 

37. The cover sheet to this Application contains a schedule setting forth all Jenner 

professionals and paraprofessionals who have performed services on behalf of the Retiree 

Committee during the Interim Period, the capacity in which each individual is employed by Jenner, 

the hourly billing rate charged for services performed by each such individual, the aggregate 

number of hours expended by all such professionals and paraprofessionals, the aggregate fees 

billed, and, for attorneys, the year in which each professional was first licensed to practice law. 

38. By this Application, Jenner seeks allowance of (a) compensation of $126,558.20

for professional and paraprofessional services provided during the Interim Period; and 

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(b) reimbursement of actual, reasonable, and necessary expenses incurred in the Interim Period in 

the amount of $6,994.75. 

39. This is Jenner’s Sixteenth request for interim compensation in this Title III Case. 

As set forth in the Gordon Certification, all the services for which interim compensation is sought 

herein were rendered for and on behalf of the Retiree Committee in connection with this Title III 

Case. To the best of Jenner’s knowledge and as disclosed in the Declaration of Robert D. Gordon 

in Support of Application of the Official Committee of Retired Employees of the Commonwealth 

of Puerto Rico for Order Approving the Employment of Jenner and Block LLP [Dkt. No. 670-2]; 

the First Supplemental Declaration of Robert Gordon in Support of Application for Order 

Approving the Employment of Jenner & Block LLP [Dkt. No. 1766]; the Second Supplemental 

Declaration of Robert Gordon in Support of Application for Order Approving the Employment of 

Jenner & Block LLP [Dkt. No. 3612]; the Third Supplemental Declaration of Robert Gordon in 

Support of Application for Order Approving the Employment of Jenner & Block LLP [Dkt. No. 

16685]; the Fourth Supplemental Declaration of Robert Gordon in Support of Application for 

Order Approving the Employment of Jenner & Block LLP [Dkt. No. 19863]; the Fifth 

Supplemental Declaration of Robert Gordon in Support of Application for Order Approving the 

Employment of Jenner & Block LLP [Dkt. No. 20123]; the Verified Certification of Robert Gordon 

in Support of the First Interim Application of Jenner & Block LLP for Allowance of Compensation 

and Reimbursement of Expenses [Dkt. No. 2050-1]; the Verified Certification of Robert Gordon 

in Support of the Second Interim Application of Jenner & Block LLP for Allowance of 

Compensation and Reimbursement of Expenses [Dkt. No. 2741-1]; the Verified Certification of 

Robert Gordon in Support of the Third Interim Application of Jenner & Block LLP for Allowance 

of Compensation and Reimbursement of Expenses [Dkt. No. 3535-1]; the Verified Certification of 

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Robert Gordon in Support of the Fourth Interim Application of Jenner & Block LLP for Allowance 

of Compensation and Reimbursement of Expenses [Dkt. No. 4267-1]; the Verified Certification of 

Robert Gordon in Support of the Fifth Interim Application of Jenner & Block LLP for Allowance 

of Compensation and Reimbursement of Expenses [Dkt. No. 5781-1]; the Verified Certification of 

Robert Gordon in Support of the Sixth Interim Application of Jenner & Block LLP for Allowance 

of Compensation and Reimbursement of Expenses [Dkt. No. 7967-1]; the Verified Certification of 

Robert Gordon in Support of the Seventh Interim Application of Jenner & Block LLP for Allowance 

of Compensation and Reimbursement of Expenses [Dkt. No. 9207-1]; the Verified Certification of 

Robert Gordon in Support of the Eighth Interim Application of Jenner & Block LLP for Allowance 

of Compensation and Reimbursement of Expenses [Dkt. No. 12406-1]; the Verified Certification 

of Robert Gordon in Support of the Ninth Interim Application of Jenner & Block LLP for 

Allowance of Compensation and Reimbursement of Expenses [Dkt. No. 13678-1]; the Verified 

Certification of Robert Gordon in Support of the Tenth Interim Application of Jenner & Block LLP 

for Allowance of Compensation and Reimbursement of Expenses [Dkt. No. 15152-1]; the Verified 

Certification of Robert Gordon in Support of the Eleventh Interim Application of Jenner & Block 

LLP for Allowance of Compensation and Reimbursement of Expenses [Dkt. No. 16054-1]; the 

Verified Certification of Robert Gordon in Support of the Twelfth Interim Application of Jenner & 

Block LLP for Allowance of Compensation and Reimbursement of Expenses [Dkt. No. 17363-1]; 

the Verified Certification of Robert Gordon in Support of the Thirteenth Interim Application of 

Jenner & Block LLP for Allowance of Compensation and Reimbursement of Expenses [Dkt. No. 

19230-1]; the Verified Certification of Robert Gordon in Support of the Fourteenth Interim 

Application of Jenner & Block LLP for Allowance of Compensation and Reimbursement of 

Expenses [Dkt. No. 21103-1]; the Verified Certification of Robert Gordon in Support of the 

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Fifteenth Interim Application of Jenner & Block LLP for Allowance of Compensation and 

Reimbursement of Expenses [Dkt. No. 21828-1]; and the Gordon Certification attached as Exhibit 

A to this Application (together, the “Gordon Declarations”), Jenner is a “disinterested person” as 

defined in section 101(14) of the Bankruptcy Code, and except as otherwise specified in the 

Gordon Declarations, Jenner’s partners, associates, and special attorneys do not hold or represent 

any interest adverse to the Retiree Committee. 

40. Jenner might have in the past represented, might currently represent, and likely in 

the future will represent parties that are parties in interest in these cases in connection with matters 

unrelated to the Retiree Committee or the Title III Cases. In the Gordon Declarations, Jenner 

disclosed its connections to parties in interest in the Title III Cases that it has been able to ascertain 

using reasonable efforts. Jenner will update such disclosures, as appropriate, if Jenner becomes 

aware of relevant and material new information. 

41. Jenner performed the services for which it is seeking compensation solely on behalf 

of the Retiree Committee and not on behalf of any other committee, creditor, or other entity. 

42. Jenner has not received payment or a promise of payment from any source other 

than the Commonwealth for its services rendered and expenses incurred on behalf of the Retiree 

Committee or to be rendered or incurred in any capacity whatsoever in connection with the Title 

III Cases. 

43. Jenner does not share fees with any attorneys except to the extent permitted by 

section 504 of the Bankruptcy Code. 

Fees and Expenses Incurred During Interim Period 

A. Customary Billing Disclosures 

44. Jenner’s hourly rates are set at a level designed to compensate Jenner fairly for the 

work of its attorneys and paraprofessionals and to cover fixed and routine expenses. The hourly 

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rates and corresponding rate structure utilized by Jenner in this Title III Case are equivalent to the 

hourly rates and corresponding rate structure used by Jenner for similar complex corporate, 

securities, litigation, and restructuring matters, whether in court or otherwise, regardless of 

whether a fee application is required. The rates and rate structure reflect that such complex matters 

typically are national in scope and typically involve great complexity, high stakes, and intense 

time pressures. 

45. Exhibit D to this Application is a summary of blended hourly rates for (i) Jenner 

professionals (excluding Restructuring and Bankruptcy attorneys) and (ii) timekeepers for which 

Jenner is seeking hourly compensation in this Application, as required by the UST Guidelines. 

B. Fees Incurred During Interim Period 

46. In the ordinary course of Jenner’s practice, Jenner maintains records of the time 

spent on the professional services provided to the Retiree Committee. Exhibit E to this 

Application is a summary of fees incurred and hours worked during the Interim Period for which 

compensation is sought on an hourly basis in this Application, setting forth the following 

information: 

 the name of each attorney and paraprofessional for whose work compensation is 

sought; 

 each attorney’s year of bar admission and area of practice concentration; 

 the aggregate time worked and fees billed by each attorney and each paraprofessional 

during the Interim Period; 

 the hourly billing rates for each such attorney and paraprofessional at Jenner’s 

applicable billing rates; and 

 a calculation of total compensation requested using the rates disclosed in the Jenner 

Application. 

C. Expenses Incurred During Interim Period 

47. In the ordinary course of Jenner’s practice, Jenner maintains a record of expenses 

incurred in rendering professional services to the Retiree Committee and for which reimbursement 

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is sought. Exhibit F to this Application is a summary of the total amount of expenses for which 

Jenner seeks reimbursement with respect to each category of expenses for the Interim Period. The 

out-of-pocket disbursement sum is broken down into categories of charges.

Summary of Legal Services Provided During the Interim Period 

48. During the Interim Period, Jenner provided important professional services to the 

Retiree Committee in connection with this Title III Case. A summary of the various services Jenner 

provided to the Retiree Committee during the Interim Period is set forth in paragraphs 48 through 

60 below. 

49. Jenner has established, in accordance with its internal billing procedures, subject 

matter categories (each, a “Matter Category”) for keeping time records of the work performed 

for the Retiree Committee. A schedule setting forth a description of each Matter Category utilized 

in this case, the number of hours worked by Jenner attorneys and paraprofessionals for each Matter 

Category, and the aggregate fees associated with each Matter Category is attached as Exhibit G. 

In addition, subject to redaction for attorney-client privilege, work product, and confidentiality 

where necessary to protect the Retiree Committee, Jenner’s records of time worked providing 

professional services to the Retiree Committee are attached hereto as Exhibit H, and Jenner’s 

records of expenses incurred in the rendition of professional services to the Retiree Committee 

during the Interim Period are attached as Exhibit I. 

50. The following is a non-exhaustive summary, by Matter Category, of the 

professional services provided by Jenner during the Interim Period. This summary is organized in 

accordance with Jenner’s internal system of matter numbers. 

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Committee Governance and Meetings 

Total Hours: 14.90 Fees: $18,101.50 

51. Jenner’s recorded time entries in this Matter Category relate to its meetings with 

the Retiree Committee and other communications with the Retiree Committee and its members. 

The time entries generally include, among other things: (a) counseling and assisting the Retiree 

Committee in the proper performance of its duties; (b) preparing for, conducting, and participating 

in meetings of the Retiree Committee, including presenting on the implementation of the 

Commonwealth’s confirmed Plan of Adjustment for the benefit of Retirees and the status of the 

pending Title III Cases relative to the preservation of Retirees’ benefits under the 

Commonwealth’s Plan of Adjustment, and other relevant matters; and (c) rendering other services 

related to Committee governance. For each Committee meeting, each Jenner and Bennazar 

attorney attending the meeting was responsible for presenting to and/or otherwise advising the 

Retiree Committee regarding various agenda items according to their varying knowledge and 

expertise. 

Court Hearings 

Total Hours: 7.00 Fees: $7,101.50 

52. Jenner’s recorded time entries in this Matter Category include, among other things: 

(a) attending and representing the Retiree Committee at Court hearings; and (b) preparing for 

Court hearings, including reviewing hearing agendas, pleadings, and other submissions considered 

at or relevant to Court hearings. 

Fiscal Plan/Plan of Adjustment 

Total Hours: 16.90 Fees: $24,505.00 

53. During the Interim Period, Jenner’s time entries reflect: (a) meeting with the 

FOMB, AAFAF, AFSCME, and the newly-constituted Pension Benefits Council regarding the 

Council’s duties under, and the implementation of, the Pension Reserve Guidelines for the benefit 

of retirees; and (b) review and analysis of appellate litigation over the confirmed Plan of 

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Adjustment. These activities were critical to ensuring the proper post-confirmation administration 

of the Plan of Adjustment for the benefit of retirees in accordance with the Plan’s provisions. 

Communications with Retirees 

Total Hours: 1.10 Fees: $1,094.50 

54. Jenner’s recorded time entries in this Matter Category include discussions with 

other Retiree Committee professionals on constituent communications and review of relevant 

pleadings in connection with same.

Case Administration/Miscellaneous 

Total Hours: 1.40 Fees: $1,802.50 

55. Jenner’s recorded time entries in this Matter Category include, among other things: 

(a) meeting internally and with other Retiree Committee professionals on strategy, allocation of 

assignments, and other matters; (b) reviewing relevant pleadings and court submissions not 

attributable to another Matter Category; and (e) case and project management.

Employment of Professionals/Fee Applications (Jenner Professionals) 

Total Hours: 57.60 Fees: $56,415.50 

56. Jenner’s recorded time entries in this Matter Category include, among other things: 

(a) responding to U.S. Trustee questions regarding Jenner’s PRRADA disclosures; (b) conducting 

relevant analysis and preparing Jenner’s supplemental disclosures to comply with PRRADA 

legislation; (c) preparing Jenner’s Fourteenth Interim Application, Fifteenth Interim Application, 

and monthly fee statements, and specifically, ensuring compliance with UST Guidelines and 

guidelines of the Fee Examiner; and (d) responding to Fee Examiner questions regarding Jenner’s 

interim fee applications. 

Employment of Professionals/Fee Applications (Non-Jenner Professionals) 

Total Hours: 45.60 Fees: $39,581.50 

57. Jenner’s recorded time entries in this Matter Category include, among other things, 

assisting the Retiree Committee’s financial advisors, actuaries, Information Agent, and Retiree 

Committee members with supplemental PRRADA disclosures, fourteenth interim compensation 

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and expense applications, fifteenth interim compensation and expense applications, and preparing 

their monthly statements. 

PREPA 

Total Hours: 0.20 Fees: $290.00 

58. Jenner’s recorded time entries in this Matter Category include reviewing and 

analyzing reports regarding PREPA’s restructuring activities that may have implications for 

Retiree Committee constituents. 

Actual and Necessary Expenses Incurred by Jenner During the Interim Period 

59. As summarized in Exhibit F and as set forth in detail in Exhibit I, Jenner has 

incurred a total of $6,994.75 in expenses on behalf of the Retiree Committee during the Interim 

Period. The expenses identified in Exhibit F are intended to reimburse Jenner’s direct costs that 

are not included in Jenner’s hourly billing rates. Only clients who use services of the types set 

forth in Exhibit F of this Fee Application are charged for such services. 

Jenner’s Requested Compensation and Reimbursement Should be Allowed 

60. The services for which Jenner seeks compensation in this Application were, at the 

time provided, reasonably calculated to be necessary for and beneficial to the Retiree Committee. 

Jenner performed these services economically, effectively, and efficiently. Jenner submits that the 

compensation requested is reasonable considering the nature, extent, and value of such services to 

the Retiree Committee. Accordingly, Jenner submits that the compensation sought in this 

Application is warranted and should be approved. 

A. Compensation Under Sections 316 and 317 of PROMESA. 

61. Section 317 of PROMESA authorizes interim compensation of professionals and 

incorporates the substantive standards of section 316 of PROMESA to govern the Court’s award 

of interim compensation. Section 316 of PROMESA provides that a court may award a 

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professional employed under section 1103 of the Bankruptcy Code “reasonable compensation for 

actual, necessary services rendered,” and “reimbursement for actual, necessary expenses.” 48 

U.S.C. § 2176(a)(1), (2). Section 316(c) sets forth the criteria for such an award: 

In determining the amount of reasonable compensation to be 

awarded to a professional person, the court shall consider the nature, 

the extent, and the value of such services, taking into account all 

relevant factors, including— 

(1) the time spent on such services; 

(2) the rates charged for such services; 

(3) whether the services were necessary to the 

administration of, or beneficial at the time at which the 

service was rendered toward the completion of, a case under 

this chapter; 

(4) whether the services were performed within a 

reasonable amount of time commensurate with the 

complexity, importance, and nature of the problem, issue, or 

task addressed; 

(5) with respect to a professional person, whether the 

person is board certified or otherwise has demonstrated skill 

and experience in the restructuring field; and 

(6) whether the compensation is reasonable based on the 

customary compensation charged by comparably skilled 

practitioners in cases other than cases under this subchapter 

or Title 11. 

48 U.S.C. § 2176(c). 

62. As analyzed below, Jenner submits the elements governing awards of 

compensation under PROMESA justify the allowance requested. 

1. The Time and Labor Required 

63. During the Interim Period, Jenner’s partners, associates, and paraprofessionals 

spent 486.40 hours providing professional services to the Retiree Committee for which Jenner 

seeks compensation on an hourly basis. Jenner coordinated its efforts with co-counsel to avoid 

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duplication of efforts. Jenner required this amount of time to conduct its investigations, research 

and analyze numerous complex, novel issues arising from the Title III Cases, advise the Retiree 

Committee with respect to these issues, participate in seeking resolution of these issues, and 

perform the other tasks described herein. 

2. The Rates Charged for Such Services 

64. During the Interim Period, Jenner’s hourly billing rates ranged from $985.00 to 

$1,700.00 per hour for partners, from $635.00 to $995.00 for associates, $820.00 to $1,500.00 for 

special counsel, from $270.00 to $505.00 for paraprofessionals. Based on the recorded hours 

expended by Jenner’s attorneys and paraprofessionals, the average hourly billing rate was 

$1,153.67 for Jenner attorneys and $1,028.97 for all Jenner timekeepers prior to application of the 

15% fee-rate discount provided by Jenner to the Retiree Committee, and $980.62 for Jenner 

attorneys and $874.62 for all Jenner timekeepers after accounting for this discount. 

65. Jenner’s hourly rates are set at a level designed to compensate Jenner fairly for the 

work of its attorneys and paraprofessionals and to cover certain fixed and routine overhead 

expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These 

hourly rates are subject to periodic adjustments to reflect economic and other conditions and are 

consistent with the rates charged by Jenner and the marketplace for services requiring a similar 

level of sophistication and investment of resources. 

66. The hourly rates and corresponding rate structure that Jenner charges in these cases 

are equivalent to or less than the hourly rates and corresponding rate structure that Jenner charges 

for similar complex corporate, securities, litigation, and restructuring matters, whether in court or 

otherwise, regardless of whether a fee application is required. 

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3. The Necessity of the Services and the Benefit to the Estate’s Retirees 

67. As described herein, the services rendered by Jenner were necessary for the 

effective and efficient representation of the Retiree Committee’s interests in this Title III Case. All 

of these services benefitted the Retiree Committee and the Retirees. 

68. The Retiree Committee has reviewed this Application and has approved the 

compensation and reimbursement of expenses requested herein. 

4. The Reasonableness of the Time Spent, Based on the Complexity, 

Importance, and Nature of the Issues 

69. Jenner’s work involved the representation of the Commonwealth’s largest creditor 

constituency—Puerto Rico’s 167,000 retired teachers, police officers, firefighters, judges, 

municipal clerks, engineers, and other government workers of all categories—whose pensions, 

along with those held by currently active employees who have participated in the ERS, TRS, and/or 

JRS, were collectively underfunded by at least $50 billion. Jenner’s professional services during 

the Interim Period were necessary to ensure that the interests of the Retirees were properly 

represented and safeguarded and that all matters relevant to the Retiree Committee were handled 

in an appropriate manner. Failure of the FOMB and the Commonwealth to properly consider and 

protect Retiree interests in this Title III Case could have caused significant hardship to the Retirees 

and contributed to the failure of any attempt to successfully reorganize and rehabilitate Puerto Rico 

and its economy. Moreover, this Title III Case presents complex and vital issues of first impression. 

Considering the foregoing, Jenner submits that the compensation requested is reasonable. 

5. The Experience, Reputation, and Ability of the Attorneys Providing Services 

70. As set forth in the Retention Application, the Retiree Committee selected Jenner as 

its counsel because its attorneys have extensive experience, knowledge, and resources in the areas 

of complex restructuring and bankruptcy, municipal finance, employee benefits and litigation, and 

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Jenner has the ability to commit substantial resources to the representation of the Retiree 

Committee. The attorneys representing the Retiree Committee have expertise in the areas of 

municipal bankruptcies and retiree committee representation. Jenner attorneys have achieved a 

high degree of expertise and positive reputations in their respective fields. Jenner’s Restructuring 

and Litigation departments frequently receive recognition for their skill and achievements, and 

Jenner is frequently cited as one of the leading U.S. law firms in these fields. In this complex and 

high-stakes Title III Case, the unique and specialized skills of Jenner’s attorneys are critically 

important. 

6. Customary Compensation 

71. The work for which Jenner seeks compensation in this Application is of the type 

and nature for which Jenner customarily would seek compensation at the rates identified in this 

Application, even before applying the 15% discount here. Accordingly, the compensation Jenner 

seeks in this Application is comparable to, or less than, the compensation it would have sought for 

comparable work outside of the Title III Cases. 

72. Jenner submits that the compensation requested is reasonable under all the factors 

considered under sections 316 and 317 of PROMESA and that the factors justify allowing in full 

Jenner’s compensation and reimbursement request. 

73. In view of the foregoing, Jenner respectfully requests that it be allowed interim 

compensation in the amount of $126,558.20 for services rendered during the Interim Period. 

B. Reasonable and Necessary Expenses Incurred in Providing Services to the Retiree 

Committee. 

74. For the Interim Period, Jenner requests reimbursement of $6,994.75 for reasonable 

and necessary costs and expenses incurred on behalf of the Retiree Committee. 

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75. Jenner’s normal billing rates do not take these costs and expenses into 

consideration. Rather, Jenner bills each cost and expense to the applicable client. Because of the 

disparity between different clients’ requirements for expenses such as travel, computer-assisted 

research, teleconference services, postage, courier and messenger services, and photocopying, it is 

difficult to charge costs and expenses fairly and equitably by including them in Jenner’s ordinary 

billing rates. Accordingly, Jenner generally charges each client for such costs and expenses 

separately, in each case, at Jenner’s costs. 

76. Jenner does not include the amortization of the cost of any investment, equipment, 

or capital outlay in its charges for these services. 

77. Jenner represents that its rate for duplication for black-and-white copies is $0.11 

per page, and for color copies the rate is $0.25 per page. In accordance with the Fee Examiner’s 

guidance, Jenner is seeking reimbursement for black-and-white copies at the rate of $0.10 per 

page. Jenner does not charge for telecopier transmissions. 

78. Any services billed by a third-party vendor, except for certain computer-assisted 

research charges, are charged to the Retiree Committee in the amount billed to and paid by Jenner. 

Like many large law firms, Jenner has negotiated a special arrangement with computerized 

research companies under which Jenner pays a flat rate monthly fee for computerized research 

services. Consistent with its general policy of billing out-of-pocket expenses only to clients for 

which the use of such services is required, Jenner separately charges each client for computerassisted research. To account for such charges while passing through Jenner’s cost savings 

resulting from its special arrangements, Jenner charges those clients for which such services are 

required at a reduced rate that is less than the rate charged by the computerized research companies 

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to the general public for such services. These charges are intended to cover Jenner’s direct costs 

for computerized research. 

79. Pursuant to Local Rule 2016-1(b)(7), Jenner seeks reimbursement for air travel 

limited to the amount spent on coach fare. 

80. Jenner has made reasonable efforts to minimize its costs and expenses in connection 

with its representation of the Retiree Committee. Each of the costs and expenses Jenner has 

incurred in providing professional services to the Retiree Committee was necessary, reasonable, 

and justified under the circumstances to serve the needs of the Retiree Committee. 

Statement by Jenner Under Paragraph C(5) of the UST Guidelines 

81. This engagement involves variations from Jenner’s standard and customary billing 

rates. Jenner has agreed to discount its fee rates, but not out-of-pocket expenses and internal 

charges, by 15% off its rates in effect at the time the services are rendered. 

82. None of the professionals included in this Application varied their hourly rate based 

on the geographic location of their cases. 

83. The Application does not include time or fees specifically related to reviewing or 

revising time records or preparing, reviewing, or revising invoices. 

84. The Application includes approximately five hours of time and approximately 

$5,000 of fees spent on reviewing Jenner time records to redact privileged or other confidential 

information and to ensure compliance with UST and Fee Examiner guidelines. 

85. The hourly rates specified in the Retention Application were effective June 16, 

2017. Jenner’s engagement letter with the Retiree Committee provides that Jenner periodically 

adjusts its scheduled hourly rates, generally at the beginning of a calendar year. 

86. Consistent with the UST Guidelines and the Fee Examiner Memorandum, Jenner 

began submitting budgets to the Fee Examiner for the period beginning January 2018. Jenner’s 

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budgets estimated fees for the Interim Period at $198,475.00. Jenner is requesting compensation 

of $126,558.20 for the Interim Period—$71,916.80 less than the amount budgeted. 

Reservation of Rights and Notice 

87. It is possible that some professional time expended or expenses incurred during the 

Interim Period are not reflected in the Application. Jenner reserves the right to include such 

amounts in future fee applications. 

88. In accordance with the Compensation Order, the Retiree Committee has provided 

notice of this Application to: (a) the U.S. Trustee; (b) counsel to the FOMB; (c) counsel to 

AAFAF; (d) counsel to the Official Committee of Unsecured Creditors; (e) the Fee Examiner; and 

(f) all parties that have filed a notice of appearance with the Clerk of this Court, pursuant to 

Bankruptcy Rule 2002 and applicable provisions of the Local Rules, and requested such notice. 

No Prior Request 

89. No prior application for the relief requested by this Application has been made to 

this or any other court. 

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WHEREFORE, Jenner respectfully requests that the Court enter an order awarding Jenner: 

(a) compensation of $126,558.20 for professional and paraprofessional services provided during 

the Interim Period; (b) reimbursement of actual, reasonable, and necessary expenses incurred in 

the Interim Period in the amount of $6,994.75; and (c) such other relief as is appropriate under the 

circumstances. 

Dated: November 18, 2022 Respectfully submitted, 

JENNER & BLOCK LLP 

/s/ Robert Gordon 

Robert Gordon (admitted pro hac vice) 

Richard Levin (admitted pro hac vice) 

1155 Avenue of the Americas 

New York, NY 10036-2711 

rgordon@jenner.com 

rlevin@jenner.com 

212-891-1600 (telephone) 

212-891-1699 (facsimile) 

Catherine Steege (admitted pro hac vice) 

Melissa Root (admitted pro hac vice) 

353 N. Clark Street 

Chicago, IL 60654 

csteege@jenner.com 

mroot@jenner.com

312-222-9350 (telephone) 

312-239-5199 (facsimile) 

Counsel for The Official Committee of Retired 

Employees of Puerto Rico

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