UNITED STATES DISTRICT COURT 

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.

PROMESA 

Title III 

No. 17-bk-3283-LTS 

(Jointly Administered) 

SUMMARY SHEET 

SIXTEENTH INTERIM APPLICATION OF CITIGROUP GLOBAL 

MARKETS INC. FOR ALLOWANCE OF PREPA TRANSACTION FEE 

Applicant: Citigroup Global Markets Inc. 

Authorized to Provide Services to: The Financial Oversight and Management 

Board for Puerto Rico 

Date of Retention: January 27, 2017 

Compensation Requested: $9,083,750 

Expense Reimbursement Requested: -- 

Total Requested: $9,083,750 

This is a: _ monthly X interim _final application 

PRIOR FEE APPLICATIONS 

Period 

Covered 

Date Filed 

(ECF #) 

Fees Requested Expenses 

Requested 

Order Date 

ECF# 

Fees 

Allowed 

Expenses 

Allowed 

5/3/17-

1/31/18

4/23/18 

ECF#2944

$625,000.00 $60,971.21 1/30/19

ECF#4998

$625,000.00 $28,780.19 

2/1/18-

5/31/18

10/5/18 

ECF#4020

$1,803,571.43 $40,912.98 7/24/20 

ECF#13824

$1,803,571.43 $30,513.96 

6/1/18-

9/30/18

1/25/19 

ECF #4897

$1,975,000.00 $20,450.63 12/7/20

ECF #15355

$1,975,000.00 $10,433.40 

COFINA 

Success Fee

6/10/19 

ECF#7341

$5,873,156.76 -- 7/24/20 

ECF#13824

$5,873,156.76 -- 

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Period 

Covered 

Date Filed 

(ECF #) 

Fees Requested Expenses 

Requested 

Order Date 

ECF# 

Fees 

Allowed 

Expenses 

Allowed 

10/1/18- 

1/31/19

10/9/20 

ECF#14522

$1,975,000.00 $41,623.98 3/18/22

ECF#20412

$1,940,488.72 $41,623.98 

2/1/19- 

5/31/19

10/9/20 

ECF#14523

$4,300,000.00 $26,187.61 8/12/22

ECF#21826

$4,300,000.00 $9,827.90 

6/1/19- 

9/30/19

3/22/21 

ECF#16155

$4,705,000.00 $813,391.60 8/12/22

ECF#21826

$4,705,000.00 $811,563.30 

10/1/19- 

1/31/20

3/22/21 

ECF#16156

$4,840,000.00 $1,206.00 8/12/22

ECF#21826

$4,840,000.00 -- 

2/1/20- 

5/31/20

3/22/21 

ECF#16157

$4,840,000.00 $9,354.30 8/12/22

ECF#21826

$4,840,000.00 $7,022.70 

6/1/20- 

9/30/20

3/22/21 

ECF#16158

$4,840,000.00 $7,115.40 8/12/22

ECF#21826

$4,840,000.00 $3,417.00 

10/1/20- 

1/31/21

7/7/22 

ECF #21457

$4,840,000.00 $10,606.80 12/12/22

ECF#23045

$4,840,000.00 $7,982.70 

2/1/21- 

5/31/21

7/7/22 

ECF#21458

$4,840,000.00 $6,660.90 12/12/22

ECF#23045

$4,840,000.00 $6,017.10 

6/1/21- 

9/30/21

8/4/22 

ECF#21727

$4,840,000.00 $3,859.20 12/12/22

ECF#23045

$4,840,000.00 $3,426.30 

10/1/21- 

1/31/22

8/4/22 

ECF#21727

$4,840,000.00 $6,099.30 12/12/22

ECF#23045

$4,840,000.00 $5,092.50 

2/1/22- 

5/31/22

8/4/22 

ECF#21729

$4,840,000.00 $4,380.00 12/12/22

ECF#23045

$4,840,000.00 $4,380.00 

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UNITED STATES DISTRICT COURT 

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 CITIGROUP GLOBAL 

MARKETS INC. FOR ALLOWANCE OF PREPA TRANSACTION FEE 

Citigroup Global Markets Inc. (“Citi”), investment banker and financial advisor to The 

Financial Oversight and Management Board for Puerto Rico (“FOMB”), as representative of the 

Debtors pursuant to PROMESA section 315(b), submits this sixteenth interim application for 

allowance of a $9,083,750 transaction fee due under Paragraph 4(a)(i) of the “fees” clause of its 

engagement agreement, and states: 

JURISDICTION

1. The Court has subject matter jurisdiction to consider this application, pursuant to 

PROMESA section 306(a). Venue is proper in this district, pursuant to PROMESA section 307(a). 

1

 The Debtors in these Title III Cases, along with the last four digits of their respective Federal 

Tax ID numbers, are: (i) Commonwealth of Puerto Rico (“Commonwealth”) (3481); (ii) Puerto 

Rico Sales Tax Financing Corporation (“COFINA”) (8474); (iii) Puerto Rico Highways and 

Transportation Authority (“HTA”) (3808); (iv) Employees Retirement System of the Government 

of the Commonwealth of Puerto Rico (“ERS”) (9686); and (v) Puerto Rico Electric Power 

Authority (“PREPA”) (3747). 

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2 

BACKGROUND

2. On January 27, 2017, Citi was retained by the FOMB to act as lead financial advisor 

in connection with the restructuring and privatization of PREPA. 

3. Citi’s engagement letter has been amended four times and provides for it to receive 

a fixed monthly retainer and transaction fee.2

4. Paragraph 4 of the “Fees” provisions in the third amended agreement provided Citi 

will be paid a $9,083,750 transaction fee “promptly upon entry of an order allowing all accrued 

and unpaid ‘front-end’ transition obligations of [PREPA] to LUMA Energy LLC and Luma Energy 

ServCo LLC as an administrative expense priority claim under section 503.3

2

 Copies of the respective engagement letters are available at https://oversightboard.pr.gov/fombcontracts (search Citi). 

3

 Paragraph 4 provides: 

[I]n connection with Services relating to Transactions for [PREPA], Citi shall be 

paid an aggregate cash fee in the amount of $21.5 million, which amount is equal 

to the total fee payable to Citi for such Transactions of $24 million less $2.5 million 

already paid under clause 3 above which the parties agree shall be credited against 

the total fee for Transactions, payable in the following manner: 

(a) For the execution and implementation of the Puerto Rico Transmission and 

Distribution System Operation and Maintenance Agreement by and among the 

Company, the Puerto Rico Public-Private Partnerships Authority, LUMA Energy 

LLC, and LUMA Energy ServCo LLC dated as of June 22, 2020 relating to the 

transmission and distribution system of the Company, Citi shall be paid the sum of 

$13,975,000 in cash, in two installments as follows: (i) the sum of $9,083,750 shall 

be paid to Citi promptly upon entry of an order of the U.S. District Court for the 

District of Puerto Rico administering the Company's Title III case (the “Title III 

Court”) allowing all accrued and unpaid “front-end transaction” obligations of the 

Company to LUMA Energy LLC, and LUMA Energy ServCo LLC as an 

administrative expense priority claim under section 503 of the Bankruptcy Code; 

and (ii) the sum of $4,891,250 shall be paid to Citi promptly upon the effective date 

of a plan of adjustment for the Company under Title III of PROMESA. For the 

avoidance of doubt and notwithstanding anything to the contrary contained in the 

Second Amended Agreement, payment of the foregoing fees shall be subject to 

allowance thereof by the Title III court in accordance with the requirements of 

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3 

5. The referenced order triggering the success fee was entered October 19, 2020. 

(Case 17-3283, Dkt. #14609.) 

6. It provides “upon entry of this Order, LUMA Energy shall have an allowed 

administrative expense claim for any accrued and unpaid Allowable Front-End Transition 

Obligations incurred by PREPA under the T&D Contract.” And “[t]o the extent required, PREPA 

and the Oversight Board, as PREPA’s representative in this 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 the Court.” Thus, 

although Citi was not named in the order, the Court approved front-end fees and administrative 

expenses for LUMA Energy in the manner provided in the engagement agreement as the order and 

approval needed to pay the transaction fee. 

7. Citi previously submitted a fee statement for the $9,083,750 transaction fee 

provided in Paragraph 4(a)(i), seeking payment of 90% of the same ($8,175,375) in January 2021 

under the terms of the interim compensation order. No objection was interposed, and the amount 

was paid, following its submission of a no objection statement; however, Citi has not yet applied 

for interim allowance of the same. The invoice for the transaction fee, included in the fee statement 

is annexed hereto. 

PROMESA and applicable orders of the Title III Court regarding compensation and 

reimbursement of professionals, but the payment of such fees shall not be (I) 

subject to or conditioned upon any other court order or approvals other than as set 

forth in this subsection (a), or (II) delayed by any potential or pending court 

proceedings related to the Transactions. 

This is reiterated in Paragraph 4 of the fourth amended agreement. 

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4 

BASIS FOR RELIEF REQUESTED 

8. PROMESA section 316(a) provides that the Court “may award to a professional 

person employed by ... the [FOMB] (in [its] sole discretion) ... (1) reasonable compensation for 

actual, necessary services rendered by the professional, or attorney and by any paraprofessional 

employed by any such person; and (2) reimbursement for actual, necessary expenses.” 

9. Pursuant to subdivision (c): 

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 title or title 11, United States Code. 

10. PROMESA section 317 and the interim compensation order permit professionals 

to apply for allowance of compensation and reimbursement of expenses on an interim basis. 

11. Each factor in section 316(c) supports interim allowance of the requested 

transaction fee. Citi has devoted substantial time to its representation of FOMB as representative 

of PREPA, as reflected in time detail in its prior interim fee applications. The transaction fee is 

consistent with those customarily employed by Citi in other municipal restructuring engagements, 

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5 

as set forth in the accompanying Certification of John Gavin (“Gavin Certification”). The services 

provided to date were critical to formulation of PREPA’s plan of adjustment. This is reflected in 

Citi’s having been selected as lead negotiator under the amended order establishing terms and 

conditions of the PREPA mediation (Dkt. 22409) based on its significant contributions to 

PREPA’s restructuring. Finally, as noted above the order entered October 19, 2020 provided for 

allowance of the transaction fee as an administrative expense. 

12. The certification required by Rule 2016 and P.R. LBR 2016-1(a)(4) is in the 

accompanying Gavin Certification. 

NO PRIOR REQUEST 

13. No prior request for the relief sought herein has been made to the Court or to any 

other court. 

WHEREFORE, Citi requests an order allowing the $9,083,750 transaction fee on an 

interim basis and granting such other and further relief as the Court deems just and proper. 

Dated: December 30, 2022 Respectfully submitted, 

/s/ John Gavin 

John Gavin 

Managing Director 

Citigroup Global Markets Inc. 

Prepared by: 

/s/ Jeffrey Chubak 

Jeffrey Chubak 

AMINI LLC 

131 West 35th Street, 12th Floor 

New York, New York 10001 

(212) 490-4700 

jchubak@aminillc.com 

Attorneys for Citigroup Global Markets Inc.

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October 20, 2020

Invoice - CIB45AD6752/1/I

Cash Fee payable upon consummation of Transaction(s) 

pursuant to Third Amended and Restated Engagement 

Letter dated 10/7/2020.

$ 9,083,750.00 

Total due Citi $ 9,083,750.00 

PLEASE WIRE PAYMENT TO: 

Citibank N.A.

111 Wall Street

New York, New York 10005

Citibank ABA#: 021000089

Citibank Swift Code: CITIUS33

CGMI ACCT# : 3849-3429/Citigroup Global Markets Inc.

For Further Credit to : 029-22768-1-3 / EQUITY M&A FUNDS

Invoice# CIB45AD6752/1/I

ATTN: Monica Sharma

Financial Oversight and Management Board for Puerto Rico

PO Box 192018

San Juan, PR 00919-2018

Natalie A. Jarekso

Executive Director

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UNITED STATES DISTRICT COURT 

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.

PROMESA 

Title III 

No. 17-bk-3283-LTS 

(Jointly Administered) 

CERTIFICATION OF JOHN GAVIN 

I, John Gavin, hereby certify: 

1. I am a Managing Director at Citigroup Global Markets Inc. (“Citi”), investment 

banker and financial advisor to the Financial Oversight and Management Board for Puerto Rico, 

and submit this certification in support of the prefixed interim fee application. 

2. I have read the application. 

3. To the best of my knowledge, information and belief formed after reasonable 

inquiry, the requested transaction fee conforms with the Bankruptcy Code, the Bankruptcy Rules, 

the United States Trustee Guidelines and the Puerto Rico Local Bankruptcy Rules. 

4. The requested transaction fee is also consistent with those customarily used by Citi 

in other municipal restructuring engagements. 

5. No agreement or understanding exists between Citi and any other person for sharing 

compensation received or to be received in connection with this engagement, except as authorized 

by the Bankruptcy Code or Rules. 

I certify under penalty of perjury that the foregoing is true and correct. Executed on 

December 30, 2022. 

 /s/ John Gavin 

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