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 

FIFTEENTH INTERIM APPLICATION OF CITIGROUP GLOBAL 

MARKETS INC. FOR ALLOWANCE OF COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS INVESTMENT 

BANKER AND FINANCIAL ADVISOR TO THE FINANCIAL OVERSIGHT 

AND MANAGEMENT BOARD, FROM JUNE 2022-SEPTEMBER 2022 

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 Period: June 1, 2022-September 30, 2022 

Compensation Requested: $5,115,000 

Expense Reimbursement Requested: $7,718.40 

Total Requested: $5,122,718.40 

This is a: _ monthly X interim _final application 

 

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SUMMARY OF TIME DETAIL FROM 

COMPENSATION PERIOD IN APPENDICES A-B 

Name Title Hours 

Core Team Serving FOMB

Brownstein, David Managing Director 30+ 579

Gavin, John C. Managing Director 30+ 573

Castiglioni, James Director 10+ 544

Keca, Dashmir Assoc. Vice President 10 2

Public Side/Specialist 

Employees

Various -- 400 

Subtotal: 2,098

PREPA Transformation Team

Sen, Sandip Managing Director 30+ 6

Chapados, Frederic Managing Director 14 127.2

Ault, Amber Analyst 2 173.4

Subtotal: 306.6

Total: 2,404.6 

EXPENSES FROM COMPENSATION PERIOD 

Category Amount 

Amini LLC $7,718.40

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 

5/5/17-2/12/19 

Re: COFINA 

Success Fee

6/10/19 

ECF#7341 

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

ECF#13824 

$5,873,156.76 -- 

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 

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Period 

Covered 

Date Filed 

(ECF #) 

Fees Requested Expenses 

Requested 

Order Date 

ECF# 

Fees 

Allowed 

Expenses 

Allowed 

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) 

FIFTEENTH INTERIM APPLICATION OF CITIGROUP GLOBAL 

MARKETS INC. FOR ALLOWANCE OF COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS INVESTMENT 

BANKER AND FINANCIAL ADVISOR TO THE FINANCIAL OVERSIGHT 

AND MANAGEMENT BOARD, FROM JUNE 2022-SEPTEMBER 2022 

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 its fifteenth interim application for 

allowance of compensation for services rendered from June 1, 2022-September 30, 2022 

(“Compensation Period”) in the amount of $5,115,000 and reimbursement of actual, necessary 

expenses incurred during such period in the amount of $7,718.40, pursuant to PROMESA sections 

316-17, Rule 2016 and P.R. LBR 2016-1, and states: 

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 

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). 

BACKGROUND

2. Pursuant to PROMESA section 315(b), the FOMB is the representative of each 

Debtor in its respective Title III case. 

3. Citi is employed as investment banker and financial advisor to the FOMB, pursuant 

to an engagement letter, dated January 27, 2017, that was amended and restated four times, on 

February 13, 2018, February 16, 2019, October 7, 2020 and October 12, 2021. The engagement 

terms, as amended, provide for Citi to receive a fixed monthly retainer and transaction fee.2 

The scope of Citi’s engagement was enlarged effective September 1, 2022, to provide additional 

strategic advisory services for HTA, on terms that include a $275,000/month fee. 

4. Hours expended by members of Citi’s core team (estimated by each of them) in 

providing in providing services to the FOMB during the Compensation Period are included in 

Appendix A. Appendix B lists hours expended by members of Citi’s PREPA transformation team 

(estimated by each of them) during the Compensation Period. 

5. Monthly invoices for services rendered on behalf of the Title III Debtors during the 

Compensation Period are annexed hereto as Appendix C. 

2

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

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6. Citi performed inter alia the following services during the Compensation Period, as 

is summarized below:3

JUNE 2022 

 Review documents and prepare materials/exhibits in support of the HTA/CCDA plan of 

adjustment. 

 Prepare for, analyze various items and participate in PREPA mediation. 

 Multiple PREPA debt related strategy discussions, analysis and presentations to FOMB 

and its staff. 

 Review and comment on various fiscal plan drafts that would be certified by FOMB. 

 Participate in discussions regarding PRIDCO. 

 Participate in, prepare for and review materials related to multiple strategy sessions, public 

meetings and various updates for FOMB staff and board members. 

 Aid FOMB advisors on numerous requests regarding debt and historical information. 

 Aid FOMB’s claims reconciliation team with numerous problem CUSIPs. 

 Aid FOMB staff on various press releases and talking points related to the debt 

restructuring. 

 Aid various FOMB advisors with debt related questions on GO, GO Guaranteed, PREPA, 

HTA, etc. 

JULY 2022 

 Prepare for, analyze various items and participate in PREPA mediation. 

 Multiple PREPA mediation-related meetings, calls and discussions. 

 Multiple PREPA debt related strategy discussions, analysis and presentations to FOMB 

and its staff. 

3

 The summary provided herein and in the appendices to this application do not fully capture the 

many daily discussions Citi team members routinely have with the FOMB’s executive director, 

in-house counsel, board members and other advisors concerning restructuring strategy, related 

litigation and other related aspects of Citi’s PROMESA work. 

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 Participate in, prepare for and review materials related to multiple strategy sessions, public 

meetings and various updates for FOMB staff and board members. 

 Prepare for and analyze requests from U.S. Trustee related to disclosures. 

 Review and comment on drafts of fiscal plans for Commonwealth entities. 

 Review and comment on FOMB’s annual report related to debt. 

 Participate and comment on PRIDCO-related meetings and documents. 

 Review documents related to HTA / CCDA plan of adjustment and underlying bond 

documents. 

 Aid FOMB advisors on numerous requests regarding debt and historical information. 

 Aid FOMB’s claims reconciliation team with numerous problem CUSIPs. 

 Aid FOMB staff on various press releases and talking points related to the debt 

restructuring. 

 Aid various FOMB advisors with debt related questions on GO, GO Guaranteed, PREPA, 

HTA, etc. 

AUGUST 2022 

 Prepare for, analyze various items and participate in PREPA mediation. 

 Multiple PREPA mediation-related meetings, calls and discussions. 

 Multiple PREPA debt related strategy discussions, analysis and presentations to FOMB 

and its staff. 

 Participate in, prepare for and review materials related to multiple strategy sessions, public 

meetings and various updates for FOMB staff and board members. 

 Review documents related to HTA fiscal plans. 

 Aid FOMB advisors on numerous requests regarding debt and historical information. 

 Aid FOMB’s claims reconciliation team with numerous problem CUSIPs. 

 Aid FOMB staff on various press releases and talking points related to the debt 

restructuring. 

 Aid various FOMB advisors with debt related questions on GO, GO Guaranteed, PREPA, 

HTA, etc. 

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SEPTEMBER 2022 

 Prepare for, analyze various items and participate in PREPA mediation. 

 Multiple PREPA mediation-related meetings, calls and discussions. 

 Multiple PREPA debt related strategy discussions, analysis and presentations to FOMB 

and its staff. 

 Participate in, prepare for and review materials related to multiple strategy sessions, public 

meetings and various updates for FOMB staff and board members. 

 Review documents related to HTA / CCDA plan of adjustment and underlying bond 

documents. 

 Review and comment on COFINA-related documents. 

 Aid FOMB advisors on numerous requests regarding debt and historical information. 

 Aid FOMB’s claims reconciliation team with numerous problem CUSIPs. 

 Aid FOMB staff on various press releases and talking points related to the debt 

restructuring. 

 Aid various FOMB advisors with debt related questions on GO, GO Guaranteed, PREPA, 

HTA, etc. 

BASIS FOR RELIEF REQUESTED 

7. 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.” 

8. 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; 

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6 

(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. 

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

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

10. Each factor set forth in section 316(c) supports the allowance of the compensation 

sought herein on an interim basis. 

(a) Time spent on services rendered. Citi devoted considerable time to services 

provided on behalf of the FOMB during the Compensation Period, as is summarized on the 

prefixed Summary Sheet. Significantly, there has been virtually no turnover among the Citi senior 

executives leading this engagement; and so, relatively little of that time has been devoted to 

bringing professionals up to speed on this complex engagement. 

(b) Fees charged. As set forth in the Gavin Certification (defined below), the 

fees charged for this engagement are consistent with those customarily employed by Citi in other 

municipal restructuring engagements. 

(c) Whether Services were necessary or beneficial. The services rendered were 

necessary to the administration of these Title III cases, and beneficial when rendered. The FOMB 

engaged Citi for the express purpose of providing these services. 

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7 

(d) Timeliness of services rendered. No issue has been raised concerning the 

timeliness of services rendered by Citi. 

(e) Restructuring Experience. Citi has a wealth of municipal restructuring 

experience. Citi is one of the largest municipal securities dealers in the United States, and has 

played an active role nearly in most major municipal restructurings in the United States for at least 

the past two decades. It was extremely well versed with complex issues facing the Debtors long 

before commencing this engagement. 

11. The certification required by Rule 2016 and P.R. LBR 2016-1(a)(4) is annexed 

hereto as Appendix D (“Gavin Certification”). 

12. Citi previously submitted a monthly fee statement covering the Compensation 

Period, as to which no timely objection was interposed. 

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 interim compensation for services rendered 

during the Compensation Period in the amount of $5,115,000 and reimbursement of expenses 

incurred during such period in the amount of $7,718.40 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: 

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8 

/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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APPENDIX A 

Time, Core Team 

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Citi Estimates for Hours Between January 2022 - June 2022

Name Agg. D. Brownstein J. Gavin J. Castiglioni Title Managing Director Managing Director Director Years Experience 30+ 30+ 10+ Location New York, NY San Juan, PR New York, NY January 2022 87 476 101 84 

 

February 2022 117 567 126 119 

 

March 2022 127 570 126 114 

 

April 2022 104 549 129 132 

 

May 2022 86 564 161 166 

 

June 2022 111 430 126 91 

 

January 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling & Review of debt and alternatives 7 1 1 5 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 45 15 15 15 

 

Review various documents and materials for CW POA 30 10 10 10 

 

Aid claims reconciliation team regarding a number of CUSIPS 7 - - 5 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 167 15 20 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling of PREPA debt alternatives 2 13 1 10 

 

Multiple debt related discussions strategy discussions / calls 60 20 25 15 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 105 10 15 5 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA PSA 30 10 10 10 

 

February 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling & Review of debt and alternatives 12 1 1 10 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 75 25 25 25 

 

Review various documents and materials for CW POA 45 15 15 15 

 

Aid claims reconciliation team regarding a number of CUSIPS 10 - - 5 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 170 20 20 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling of PREPA debt alternatives 2 18 1 15 

 

Multiple debt related discussions strategy discussions / calls 75 25 30 20 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 120 15 20 10 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA PSA 30 10 10 10 

 

March 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling & Review of debt and alternatives 12 1 1 10 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 60 25 20 15 

 

Review various documents and materials for CW POA 45 15 15 15 

 

Aid claims reconciliation team regarding a number of CUSIPS 8 - - 5 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 170 20 20 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling of PREPA debt alternatives 2 23 1 20 

 

Multiple debt related discussions strategy discussions / calls 90 35 35 20 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 120 15 20 10 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA PSA 30 10 10 10 

 

April 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Page 1

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Citi Estimates for Hours Between January 2022 - June 2022

Name Agg. D. Brownstein J. Gavin J. Castiglioni Title Managing Director Managing Director Director Years Experience 30+ 30+ 10+ Location New York, NY San Juan, PR New York, NY 

Numerous presentations, meetings, strategy sessions and calls with FOMB 40 15 10 15 

 

Review various documents and materials for CW POA 15 5 5 5 

 

Aid claims reconciliation team regarding a number of CUSIPS 6 - - 3 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 110 10 15 10 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling of PREPA debt alternatives 10 53 10 30 

 

Multiple debt related discussions strategy discussions / calls 108 35 40 30 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 160 10 30 20 

 

UPR

Not in Title III

Review and analyze materials related to UPR debt and history 9 3 3 3 

 

PRIDCO

Not in Title III

Review and analyze materials related to PRIDCO Debt Discussions 6 2 2 2 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA PSA 30 10 10 10 

 

May 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 40 10 15 15 

 

Aid claims reconciliation team regarding a number of CUSIPS 6 - - 5 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 85 5 15 15 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling of PREPA debt alternatives 15 75 20 40 

 

Multiple debt related discussions strategy discussions / calls 140 30 60 50 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 175 15 35 25 

 

PRIDCO

Not in Title III

Review and analyze materials related to PRIDCO Debt Discussions 6 2 2 2 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA PSA 25 5 10 10 

 

June 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 30 10 10 10 

 

Aid claims reconciliation team regarding a number of CUSIPS 7 - - 5 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 15 5 5 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 2 

 

Modeling of PREPA debt alternatives 5 30 5 20 

 

Multiple debt related discussions strategy discussions / calls 140 55 55 30 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 160 20 35 5 

 

PRIDCO

Not in Title III

Review and analyze materials related to PRIDCO Debt Discussions 6 2 2 2 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA PSA 30 10 10 10 

 

*As noted previously, Citi only submitted hours for certain members of its core team, as a result, this schedule does not fully reflect the totality of Citi personnel time committed to the firm's PROMESA FOMB assignments. To assist 

we have added a column for the various industry specialists and "public side" employees who also devoted substantial time and expertise to the firm's FOMB assignments.

**Due to the fact that the specific individual specialists varied frequently depending on the specific PROMESA topics involved, we have labelled the "industry specialists and public side employees" column by job function and not by ***For calculation purposes, the specialists and public side employees are estimated to have contributed approximately mid-point of the range of hours per month to Citi's work for the FOMB, with Citi estimating that the hours dedica

members had a range depending on the month. Once the various COFINA and Commonwealth and PREPA restructuring proposals, "blow out" notices, plan support agreements (PSAs and RSAs) and proposed plans of adjustmbecome public starting in early calendar year 2018, the involvement of Citi's public side employees, in-house counsel and industry specialists increased materially and that higher level of involvement has continued into 2020.

Page 2

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Citi Estimates for Hours Between July 2022 - November 2022

Name Agg. D. Brownstein J. Gavin J. CTitle Managing Director Managing Director Years Experience 30+ 30+ Location New York, NY San Juan, PR New July 2022 150 546 150 

 

August 2022 168 581 152 

 

September 2022 150 541 145 

 

October 2022 105 414 103 

 

November 2022 213 739 207 

 

July 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 30 10 10 

 

Aid claims reconciliation team regarding a number of CUSIPS 4 1 1 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 15 5 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

PREPA Mediation and related discussions / materials / sessions 330 110 110 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 140 15 15 

 

PRIDCO

Not in Title III

Review and analyze materials related to PRIDCO Debt Discussions 6 2 2 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA POA 9 3 3 

 

August 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 45 15 15 

 

Aid claims reconciliation team regarding a number of CUSIPS 4 1 1 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 15 5 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

PREPA Mediation and related discussions / materials / sessions 335 115 105 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 150 20 15 

 

PRIDCO

Not in Title III

Review and analyze materials related to PRIDCO Debt Discussions 11 5 4 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA Fiscal Plan 9 3 3 

 

September 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 30 10 10 

 

Aid claims reconciliation team regarding a number of CUSIPS 4 1 1 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 15 5 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

PREPA Mediation and related discussions / materials / sessions 325 115 105 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 140 10 15 

 

COFINA

Not in Title III

Review and comment on COFINA related documents 6 2 2 

 

HTA/CCDA

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Citi Estimates for Hours Between July 2022 - November 2022

Name Agg. D. Brownstein J. Gavin J. CTitle Managing Director Managing Director Years Experience 30+ 30+ Location New York, NY San Juan, PR New 

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA POA 9 3 3 

 

October 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 60 20 20 

 

Aid claims reconciliation team regarding a number of CUSIPS 4 1 1 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 15 5 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

PREPA Mediation and related discussions / materials / sessions 180 60 60 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 130 10 10 

 

PRIDCO

Not in Title III

Review and analyze materials related to PRIDCO Debt Discussions 6 2 2 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA POA 7 3 1 

 

November 2022

Commonwealth (GO & GO Guar.) 

Title III (May 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

Numerous presentations, meetings, strategy sessions and calls with FOMB 30 10 10 

 

Aid claims reconciliation team regarding a number of CUSIPS 4 1 1 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 15 5 5 

 

PREPA

Title III (July 2017)

Educate Board and Other Professionals on Muni Market 6 2 2 

 

PREPA Mediation and related discussions / materials / sessions 510 170 170 

 

Catchall for hours not recorded for Core Team and specialist / public side aid*** 150 15 10 

 

PRIDCO

Not in Title III

Review and analyze materials related to PRIDCO Debt Discussions 11 5 4 

 

HTA/CCDA

Title III (May 2017)

Review, analyze materials and prepare analysis related to HTA/CCDA POA 7 3 3 

 

*As noted previously, Citi only submitted hours for certain members of its core team, as a result, this schedule does not fully reflect the totality of Citi personnel time committed to the firm's PROMESA FOMB 

we have added a column for the various industry specialists and "public side" employees who also devoted substantial time and expertise to the firm's FOMB assignments.

**Due to the fact that the specific individual specialists varied frequently depending on the specific PROMESA topics involved, we have labelled the "industry specialists and public side employees" column b

***For calculation purposes, the specialists and public side employees are estimated to have contributed approximately mid-point of the range of hours per month to Citi's work for the FOMB, with Citi estima

members had a range depending on the month. Once the various COFINA and Commonwealth and PREPA restructuring proposals, "blow out" notices, plan support agreements (PSAs and RSAs) and pr

become public starting in early calendar year 2018, the involvement of Citi's public side employees, in-house counsel and industry specialists increased materially and that higher level of involvement has 

Page 2

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APPENDIX B 

Time, PREPA Transformation Team

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Citi Estimates for Hours Between January 2022 - June 2022

Name Agg. Sen, Sandip Chapados, Frederic Iriarte, Joe Title Managing Director Managing Director Vice President Location New York, NY New York, NY New York, NY 

January 2022 254.17 14.50 94.00 51.83 

February 2022 93.83 7.83 39.42 - March 2022 100.50 8.67 43.50 - April 2022 100.58 3.75 46.25 - May 2022 116.58 5.50 42.83 - June 2022 85.58 1.00 40.42 - 

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Citi Estimates for Hours Between July 2022 - November 2022

Name Agg. Sen, Sandip Chapados, Frederic Ault, AmberTitle Managing Director Managing Director AnalystLocation New York, NY New York, NY New York, NY

July 2022 112.42 3.00 45.42 64.00August 2022 47.33 1.00 22.83 23.50September 2022 37.17 1.00 18.50 17.67October 2022 54.00 1.50 24.17 28.33November 2022 42.67 1.00 12.92 28.75

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APPENDIX C 

Invoices

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Public Finance Department

Municipal Securities Division

To: Natalie Juresko Invoice #: 1028_233

Executive Director 1

PR Financial Oversight and Management Board (PROMESA)

, 1

Date

Client Name: PR Financial Oversight and Management Board (PROMESA)

Project Description: Financial Oversight Board of Puerto Rico

Engagement Letter Date: January 27, 2017 $ 42,762.00

Description of Services:

Amount Due: June 2022 (Title III - GO - Mainland) $ 96,800.00

June 2022 (Title III - GO - Puerto Rico) $ 24,200.00

June 2022 (Title III - PREPA - Mainland) $ 774,400.00

June 2022 (Title III - PREPA - Puerto Rico) $ 193,600.00

June 2022 (Title III - HTA & Other - Mainland) $ 96,800.00

June 2022 (Title III - HTA & Other - Puerto Rico) $ 24,200.00

Total $ 1,210,000.00

Payment Terms:

Bank: Citibank, N.A.

ABA #: 021-000089

A/C Name: Citigroup Global Markets Inc.

Account #: 309-50592

Credit to: # 029-32007-13 (Must be included)

Reference: Financial Oversight Board 

of Puerto Rico (Dafi: 

47PC1046)

Attention: Michael Tong (212-723-2987)

Or by Check to: Citigroup Global Markets Inc, addressed as follows:

Attn: Michael Hershkowitz

Citigroup Global Markets Inc.

390 Greenwich Street, Trading - 6th Floor

New York, NY 10013

cc: Michael Tong, Assistant Vice President Michael Tong, Assistant Vice President

John C Gavin, Managing Director John C Gavin, Managing Director

Mike Leffler, Managing Director Mike Leffler, Managing Director

James Castiglioni, Director James Castiglioni, Director

1

Please remit the Amount Due to Citigroup Global Markets Inc 

(tax ID #11-2418191) by wire transfer of funds, as follows:

July 14, 2022

Fee Invoice

Citigroup Global Markets Inc. 

Strategic Advisory Services

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Public Finance Department

Municipal Securities Division

To: Natalie Juresko Invoice #: 1028_243

Executive Director 1

PR Financial Oversight and Management Board (PROMESA)

, 1

Date

Client Name: PR Financial Oversight and Management Board (PROMESA)

Project Description: Financial Oversight Board of Puerto Rico

Engagement Letter Date: January 27, 2017 $ 42,762.00

Description of Services:

Amount Due: July 2022 (Title III - GO - Mainland) $ 80,828.00

July 2022 (Title III - GO - Puerto Rico) $ 20,207.00

July 2022 (Title III - PREPA - Mainland) $ 865,101.60

July 2022 (Title III - PREPA - Puerto Rico) $ 216,275.40

July 2022 (Title III - HTA & Other - Mainland) $ 22,070.40

July 2022 (Title III - HTA & Other - Puerto Rico) $ 5,517.60

Total $ 1,210,000.00

Payment Terms:

Bank: Citibank, N.A.

ABA #: 021-000089

A/C Name: Citigroup Global Markets Inc.

Account #: 309-50592

Credit to: # 029-32007-13 (Must be included)

Reference: Financial Oversight Board 

of Puerto Rico (Dafi: 

47PC1046)

Attention: Michael Tong (212-723-2987)

Or by Check to: Citigroup Global Markets Inc, addressed as follows:

Attn: Michael Hershkowitz

Citigroup Global Markets Inc.

390 Greenwich Street, Trading - 6th Floor

New York, NY 10013

cc: Michael Tong, Assistant Vice President Michael Tong, Assistant Vice President

John C Gavin, Managing Director John C Gavin, Managing Director

Mike Leffler, Managing Director Mike Leffler, Managing Director

James Castiglioni, Director James Castiglioni, Director

Citigroup Global Markets Inc. 

Strategic Advisory Services

1

Please remit the Amount Due to Citigroup Global Markets Inc 

(tax ID #11-2418191) by wire transfer of funds, as follows:

December 6, 2022

Fee Invoice

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Public Finance Department

Municipal Securities Division

To: Natalie Juresko Invoice #: 1028_244

Executive Director 1

PR Financial Oversight and Management Board (PROMESA)

, 1

Date

Client Name: PR Financial Oversight and Management Board (PROMESA)

Project Description: Financial Oversight Board of Puerto Rico

Engagement Letter Date: January 27, 2017 $ 42,762.00

Description of Services:

Amount Due: August 2022 (Title III - GO - Mainland) $ 107,835.20

August 2022 (Title III - GO - Puerto Rico) $ 26,958.80

August 2022 (Title III - PREPA - Mainland) $ 829,382.40

August 2022 (Title III - PREPA - Puerto Rico) $ 207,345.60

August 2022 (Title III - HTA & Other - Mainland) $ 30,782.40

August 2022 (Title III - HTA & Other - Puerto Rico) $ 7,695.60

Total $ 1,210,000.00

Payment Terms:

Bank: Citibank, N.A.

ABA #: 021-000089

A/C Name: Citigroup Global Markets Inc.

Account #: 309-50592

Credit to: # 029-32007-13 (Must be included)

Reference: Financial Oversight Board 

of Puerto Rico (Dafi: 

47PC1046)

Attention: Michael Tong (212-723-2987)

Or by Check to: Citigroup Global Markets Inc, addressed as follows:

Attn: Michael Hershkowitz

Citigroup Global Markets Inc.

390 Greenwich Street, Trading - 6th Floor

New York, NY 10013

cc: Michael Tong, Assistant Vice President Michael Tong, Assistant Vice President

John C Gavin, Managing Director John C Gavin, Managing Director

Mike Leffler, Managing Director Mike Leffler, Managing Director

James Castiglioni, Director James Castiglioni, Director

Citigroup Global Markets Inc. 

Strategic Advisory Services

1

Please remit the Amount Due to Citigroup Global Markets Inc 

(tax ID #11-2418191) by wire transfer of funds, as follows:

December 6, 2022

Fee Invoice

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Public Finance Department

Municipal Securities Division

To: PR Financial Oversight and Management Board (PROMESA) Invoice #: 1028_245

, 1

Date

Client Name: PR Financial Oversight and Management Board (PROMESA)

Project Description: Financial Oversight Board of Puerto Rico

Engagement Letter Date: January 27, 2017 $ 42,762.00

Description of Services:

Amount Due: September 2022 (Title III - GO - Mainland) $ 93,024.80

September 2022 (Title III - GO - Puerto Rico) $ 23,256.20

September 2022 (Title III - PREPA - Mainland) $ 859,680.80

September 2022 (Title III - PREPA - Puerto Rico) $ 214,920.20

September 2022 (Title III - HTA & Other - Mainland) $ 15,318.60

September 2022 (Title III - HTA & Other - Puerto Rico) $ 3,799.40

Total $ 1,210,000.00

Payment Terms:

Bank: Citibank, N.A.

ABA #: 021-000089

A/C Name: Citigroup Global Markets Inc.

Account #: 309-50592

Credit to: # 029-32007-13 (Must be included)

Reference: Financial Oversight Board 

of Puerto Rico (Dafi: 

47PC1046)

Attention: Michael Tong (212-723-2987)

Or by Check to: Citigroup Global Markets Inc, addressed as follows:

Attn: Michael Hershkowitz

Citigroup Global Markets Inc.

390 Greenwich Street, Trading - 6th Floor

New York, NY 10013

cc: Michael Tong, Assistant Vice President Michael Tong, Assistant Vice President

John C Gavin, Managing Director John C Gavin, Managing Director

Mike Leffler, Managing Director Mike Leffler, Managing Director

James Castiglioni, Director James Castiglioni, Director

Citigroup Global Markets Inc. 

Strategic Advisory Services

Please remit the Amount Due to Citigroup Global Markets Inc 

(tax ID #11-2418191) by wire transfer of funds, as follows:

December 6, 2022

Fee Invoice

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Public Finance Department

Municipal Securities Division

To: PR Financial Oversight and Management Board (PROMESA) Invoice #: 1028_248

, 1

Date

Client Name: PR Financial Oversight and Management Board (PROMESA)

Project Description: Puerto Rico P3 Highway Authority

Engagement Letter Date: January 27, 2017 $ 42,762.00

Description of Services:

Amount Due: September 2022 (Mainland) $ 220,000.00

September 2022 (Puerto Rico) $ 55,000.00

Total $ 275,000.00

Payment Terms:

Bank: Citibank, N.A.

ABA #: 021-000089

A/C Name: Citigroup Global Markets Inc.

Account #: 309-50592

Credit to: # 029-32007-13 (Must be included)

Reference: Puerto Rico P3 Highway

Authority (Dafi: 

47PC1046)

Attention: Michael Tong (212-723-2987)

Or by Check to: Citigroup Global Markets Inc, addressed as follows:

Attn: Michael Hershkowitz

Citigroup Global Markets Inc.

390 Greenwich Street, Trading - 6th Floor

New York, NY 10013

cc: Michael Tong, Assistant Vice President Michael Tong, Assistant Vice Preside

John C Gavin, Managing Director John C Gavin, Managing Director

Mike Leffler, Managing Director Mike Leffler, Managing Director

James Castiglioni, Director James Castiglioni, Director

Citigroup Global Markets Inc. 

Strategic Advisory Services

Please remit the Amount Due to Citigroup Global Markets Inc 

(tax ID #11-2418191) by wire transfer of funds, as follows:

December 19, 2022

Fee Invoice

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APPENDIX D 

Certification of John Gavin 

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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 Citi’s fifteenth interim fee application. 

2. I have read the application. 

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

inquiry, the compensation and expenses sought therein conform with the Bankruptcy Code, the 

Federal Rules of Bankruptcy Procedure, the United States Trustee Guidelines and the Puerto Rico 

Local Bankruptcy Rules. 

4. The compensation and expenses requested are consistent with those customarily 

employed 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. 

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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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