IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

PROMESA

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO,

 as representative of

THE COMMONWEALTH OF PUERTO 

RICO, et al.,

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

 Debtors.

1

STATEMENT REGARDING AND AMENDMENT TO 

MOTION OF BONISTAS DEL PATIO FOR PAYMENT OF CERTAIN 

PROFESSIONAL FEES AND EXPENSES BY THE COMMONWEALTH

To the Honorable United States District Judge Laura Taylor Swain: 

Bonistas del Patio, Inc. (“Bonistas del Patio” or “Bonistas”) hereby submits this 

Statement and Amendment to inform the Court that Bonistas del Patio and the Financial 

Oversight and Management Board for Puerto Rico (the “Oversight Board”) have reached 

a consensual resolution regarding the Motion of Bonistas del Patio for Payment of Certain 

Professional Fees and Expenses by the Commonwealth (Dkt. No. 22578) (the “Motion”), 

1 The debtors in these Title III cases, along with each debtor’s respective Title III case number and 

the last four 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 (Bankruptcy Case No. 17 BK 3284-LTS) (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 Power Authority (Bankruptcy Case No. 17 

BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority 

(Bankruptcy Case No. 19-05523) (Last Four Digits of Federal Tax ID: 3801). (Title III case numbers listed 

as Bankruptcy Case numbers due to software limitations.) 

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2 

and to amend the request for relief in the Motion to reflect this consensual resolution. 

Bonistas respectfully states as follows:

Statement

1. Bonistas is pleased to inform the Court that the Oversight Board and 

Bonistas have reached an agreement regarding the Oversight Board’s concerns regarding 

the Motion set forth in the Statement of the Financial Oversight and Management Board 

for Puerto Rico regarding the Motion [Dkt. No. 23176] (the “Statement”). Pursuant to this 

agreement, Bonistas will reduce (and hereby so reduces) its request for Bonistas Expenses 

by 50% (in addition to the reductions already reflected in the initial request set forth in the 

Motion), to $1,000,000 for Davis Polk and $2,500,000 for Ducera. In light of this reduced 

request, we understand that the Oversight Board will be filing a statement withdrawing its 

Statement with respect to the Motion and supporting entry of a Proposed Order, attached 

as Exhibit A hereto, authorizing and directing the Commonwealth2 to pay the Bonistas 

Expenses in such reduced amounts. Bonistas respectfully submits that this resolution will 

advance the interests of the Oversight Board, the Commonwealth, and Bonistas by 

eliminating the need for further litigation and the attendant risk, uncertainty, and expenses. 

2. Bonistas respectfully requests that the Court enter the Revised Proposed 

Order Granting the Motion of Bonistas del Patio for the Payment of Certain Professional 

Fees and Expenses by the Commonwealth. 

2 Capitalized terms used but not defined in this Statement have the meanings given thereto in the 

Motion.

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Dated: February 16, 2023

San Juan, Puerto Rico 

/s/José L. Ramírez-Coll 

José L. Ramírez-Coll 

USDC-PR Bar No. 221702 

ANTONETTI, MONTALVO & RAMÍREZ-COLL

P.O. Box 13128 

San Juan, PR 00908 

Telephone: (787) 977-0303 

Facsimile: (787) 977-0323 

Email: jramirez@amrclaw.com

Respectfully submitted,

 

/s/ Donald S. Bernstein 

Donald S. Bernstein (Pro Hac Vice) 

Benjamin S. Kaminetzky (Pro Hac Vice)

Brian M. Resnick (Pro Hac Vice)

Marc J. Tobak (Pro Hac Vice) 

Stephanie Massman (Pro Hac Vice) 

DAVIS POLK & WARDWELL LLP

450 Lexington Avenue 

New York, NY 10017 

Telephone: (212) 450-4000 

Email: donald.bernstein@davispolk.com 

 ben.kaminetzky@davispolk.com 

 brian.resnick@davispolk.com 

 marc.tobak@davispolk.com 

stephanie.massman@davispolk.com

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this same date I electronically filed the foregoing 

with the Clerk of the Court using the CM/ECF system which will send electronic 

notification of such filing to all counsel of record. I also hereby certify that the foregoing 

was served pursuant to the Sixteenth Amended Notice, Case Management and 

Administrative Procedures Order (Docket No. 20190). 

s/José L. Ramírez-Coll 

José L. Ramirez-Coll 

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IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

PROMESA

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

THE COMMONWEALTH OF PUERTO RICO, et 

al.,

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

 Debtors.

1

[PROPOSED] ORDER GRANTING MOTION OF BONISTAS DEL PATIO FOR THE 

PAYMENT OF CERTAIN PROFESSIONAL FEES AND EXPENSES BY THE 

COMMONWEALTH

Upon the motion (the “Motion”)2 of Bonistas del Patio, Inc. (“Bonistas del Patio”) for 

payment of certain fees and expenses by the Commonwealth of Puerto Rico 

(the “Commonwealth”) pursuant to Section 15.2 of the Third Amended Title III Plan of Adjustment 

of Puerto Rico Sales Faxing Financing Corporation (the “COFINA Plan”) and as administrative 

expenses in the Title III case of the Commonwealth pursuant to 11 U.S.C. § 503(b), made 

applicable in these Title III cases pursuant to section 301(a) of PROMESA, all as more fully 

described in the Motion and the Declaration of Marc J. Tobak attached thereto; and this Court 

having found that it has jurisdiction over this matter pursuant to section 306(a) of PROMESA, that 

1 The debtors in these Title III cases, along with each debtor’s respective Title III case number and the last four

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 (Bankruptcy Case No. 17 BK 3284-LTS) (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 

Power Authority (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto 

Rico Public Buildings Authority (Bankruptcy Case No. 19-05523) (Last Four Digits of Federal Tax ID: 3801). (Title 

III case numbers listed as Bankruptcy Case numbers due to software limitations.) 

2 Capitalized terms used but not defined in this Order have the meanings given thereto in the Motion.

Exhibit A

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venue is proper in this Court pursuant to section 307(a) of PROMESA, that this matter is a core 

proceeding pursuant to 28 U.S.C. § 157(b), and that notice of the Motion is adequate and no other 

or further notice need be given; and this Court having reviewed the Fee Examiner’s Statement 

Regarding Bonistas del Patio Motion for Section 503(b) and Plan-Based Payments [Dkt. No. 

22933]; the Declaration of Brian M. Resnick, which was admitted into evidence in support of the 

Motion at the hearing of December 14, 2022 (the “December 14 Hearing”); the Supplemental Brief 

of Bonistas del Patio in support of the Motion [Dkt. No. 22177]; the Statement of the Financial 

Oversight and Management Board for Puerto Rico regarding the Motion [Dkt. No. 23176]; the 

Reply Brief of Bonistas del Patio in further support of the Motion [Dkt. No. 23200]; the Statement 

of AAFAF regarding the Motion [Dkt. No. 23444]; and the Statement Regarding and Amendment 

to Motion of Bonistas del Patio for Payment of Certain Professional Fees and Expenses by the 

Commonwealth [Dkt. No. [ ]] informing the Court of a consensual agreement reducing the amount 

of Bonistas Expenses requested in the Motion and regarding payment of the Bonistas Expenses in 

such reduced amount; and the Statement of the Financial Oversight and Management Board

regarding the Motion [Dkt. No. [ ]]; and this Court having found that the legal and factual bases 

set forth in the Motion, the supplemental briefs regarding the Motion, and the testimony and 

exhibits submitted in support of the Motion establish just cause for the relief granted herein; and 

upon all of the proceedings had before this Court and after due deliberation and sufficient cause 

appearing therefor,

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IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

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1. The Motion is GRANTED as set forth herein.

2. The Commonwealth is authorized, directed, and required to pay, within ten 

business days after entry of this Order, (a) professional fees incurred by Davis Polk & Wardwell 

LLP (“Davis Polk”) in the amount of $1,000,000 and (b) professional fees incurred by Ducera 

Partners LLC (“Ducera Partners”) in the amount of $2,500,000.

3. Neither Davis Polk nor Ducera Partners are professionals retained by any Debtor 

or by any of the Official Committees in the Title III Cases, or by AAFAF, and the basis for payment 

of the Bonistas Expenses is Section 15.2 of the COFINA Plan, which provides that “all expenses 

. . . incurred by the Commonwealth or COFINA, as the case may be, in connection with the . . . 

[COFINA] Plan and the comprise and settlement of the Commonwealth-COFINA Dispute shall 

be paid to the extent available from funds distributable to the Commonwealth in accordance with 

the provisions of Sections 2.1 and 1.51 hereof and otherwise by the Commonwealth,” and 

11 U.S.C. § 503(b), made applicable in these Title III cases by section 301(a) of PROMESA.

4. The claims of $1,000,000 for Davis Polk and $2,500,000 for Ducera Partners are 

the result of an agreement reached between Bonistas del Patio, the Oversight Board, and the 

Commonwealth, and their entitlement to payment shall not be subject to (i) the filing of any reports, 

or to the submittal of certifications required for other Title III professionals or (ii) the Monthly 

Compensation Procedures in the Third Amended Order Setting Procedures for Interim and Final 

3 The findings and conclusions set forth herein constitute this Court’s findings of fact and conclusions of law 

pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014 and 

PROMESA section 310. To the extent that any of the following findings of fact constitute conclusions of law, they 

are adopted as such. To the extent that any of the following conclusions of law constitute findings of fact, they are 

adopted as such.

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Compensation and Reimbursement of Expenses of Professionals (Case No. 17-03283, ECF No. 

20546) applicable to other professionals in the Title III Cases.

5. Neither Davis Polk nor Ducera Partners shall be required to provide time records 

to the Commonwealth or be required to provide to the Commonwealth any schedule of hourly rates 

for the payment of the foregoing.

6. Notwithstanding any applicability of any Bankruptcy Rule to the contrary, the 

terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

7. To the extent required, the Commonwealth, AAFAF and the Oversight Board, as 

the Commonwealth’s representative in the Title III case, are authorized to take all actions, and to 

execute all documents, necessary or appropriate, to effectuate the relief granted in this Order in 

accordance with the Motion and without further order of this Court.

8. The Court shall retain exclusive jurisdiction to hear and determine any and all 

disputes related to or arising from the implementation, interpretation, and enforcement of this 

Order.

Dated: _____________, 2023

San Juan, Puerto Rico

HONORABLE LAURA TAYLOR SWAIN

UNITED STATES DISTRICT COURT JUDGE

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