1

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

x

PROMESA

Title III 

 

No. 17 BK 3283-LTS

(Jointly Administered)

---------------------------------------------------------------

In re

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

 as representative of

THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF 

PUERTO RICO

Debtor.

---------------------------------------------------------------

x

PROMESA

Title III 

Case No. 17-BK-03566 (LTS)

This Application relates only to

ERS, and shall be filed in the

lead Case No. 17 BK 3283-LTS,

and ERS’s Title III Case (Case 

No. 17-BK-03566-LTS)

SUMMARY SHEET TO FINAL FEE APPLICATION OF THE BRATTLE GROUP, INC. 

FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED AS ECONOMIC CONSULTANT TO PROSKAUER ROSE LLP, AS LEGAL COUNSEL TO 

AND ON BEHALF OF THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO, AS REPRESENTATIVE OF THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO, FOR THE 

PERIOD JANUARY 29, 2020 THROUGH MARCH 15, 2022 

1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) 

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

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

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

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (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 (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 

9686); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four

Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-

BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801). (Title III case numbers are listed as Bankruptcy Case 

numbers due to software limitations).

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2

Name of Applicant: The Brattle Group, Inc. (“Brattle”)

Retained to Provide 

Professional Services to:

Proskauer Rose LLP (“Proskauer”), as legal 

counsel to and on behalf of The Financial 

Oversight and Management Board for Puerto 

Rico, Representative of the Debtors Pursuant 

to PROMESA § 315(b)

Retention Date2: March 25, 2019 (General Retention)

January 29, 2020 (Specific Retention)

Fee Period for Which Compensation and 

Reimbursement is Sought:

January 29, 2020 through March 15, 2022

(the “Compensation Period”; Specific 

Retention Date through Effective Date)

Amount of final compensation sought as actual, 

reasonable, and necessary:

$ 2,428,799.47

Amount of final expense reimbursement sought 

as actual, reasonable, and necessary:

 $ 8,479.51

Blended rate in this application for all 

timekeepers (non-travel)3: $ 415.32

Blended rate in this application for all 

timekeepers (travel rates only)4: $ 253.59

This is a(n) __ Monthly _ Interim X_ Final Fee Application

This is the final fee application filed by The Brattle Group, Inc. (“Brattle”) in this Debtor’s 

(The Employees Retirement System of the Government of the Commonwealth of Puerto 

Rico) Title III Case. 

2 Proskauer originally retained Brattle on March 25, 2019 to provide general litigation support, and specifically retained 

Brattle in this particular adversary proceeding on January 29, 2020.

3 Blended hourly rates were calculated before the 15% pro bono discount provided.

4 Blended hourly rates were calculated before the 15% pro bono discount provided.

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SCHEDULE 1

Summary of Professional Services Rendered by Task

for the Compensation Period January 29, 2020 through March 15, 2022

TASK HOURS FEES5

ERS Tracing 6,850.60 $2,845,224.50

Travel Time 54.50 $13,820.75

Subtotal $2,859,045.25

Less 15% of Fees (performed pro bono) ($428,856.79)

Fee Examiner Adjustments ($1,388.99)6

Total Fees Charged to Oversight Board $2,428,799.47

5 Fifteen percent (15%) of the Fees noted in this chart reflect services performed pro bono. The reduction in the amount of 

the Fees charged to Oversight Board is reflected in the line titled ‘Total Fees Charged to Oversight Board.’

6 See Docket No. 15971-1 for a summary of the Fee Examiner’s recommended adjustments, accepted by Brattle, during the 

Tenth Interim Fee Period.

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SCHEDULE 2 

Summary of Professional Services Rendered by Timekeeper

for the Period January 29, 2020 through March 15, 2022

NAME OF 

PROFESSIONAL

POSITION HOURLY 

RATE

TOTAL 

HOURS 

(in this

application)

FEES7

Hinton, Paul Principal $700 775.4 $542,780.00

Hinton, Paul Principal $350 

(travel)

7.2 $2,520.00

Murray, Marti Principal $1,000 0.8 $800.008

Mason, Hollie Senior Consultant $585 783.1 $454,985.509

Mason, Hollie Senior Consultant $292.50 

(travel)

10.3 $3,012.75

Cheng, Chi Senior Associate $500 393.1 $196,000.0010

Vargas, Alberto Senior Associate $500 1,242.9 $621,450.00

Vargas, Alberto Senior Associate $250

(travel)

26.6 $6,650.00

Brady, Kaitlyn Associate $340 43.3 $14,722.00

Chen, Biying Research Analyst $315 206.5 $65,047.50

Coon, Austin Research Analyst $315 495.6 $156,915.0011

7 Fifteen percent (15%) of the Fees noted on this Schedule 2 were being performed pro bono. The reduction in the amount 

of the Fees charged to the Oversight Board is reflected in the line titled ‘Total Fees Charged to Oversight Board’ at the 

bottom of the chart (carried over on the following page).

8 At the time services were rendered, Marti Murray was a Brattle Principal, with expertise in fixed income investment and 

specialized knowledge in bondholder disputes. Following conversations with counsel to the Fee Examiner during the 

Interim Application review process, the Fee Examiner did not object to Ms. Murray’s 0.8 hour contribution to the services 

rendered in this Project Assignment. Her expertise was an input to the expert witness analysis in the ERS litigation. 

9 In its First Interim Fee Application for the Ninth Interim Fee Period, Brattle applied an incorrect bill rate for Hollie 

Mason’s time, which resulted in lower fees charged. After discussion with counsel for the Fee Examiner, Brattle agreed to 

retain the reduced professional fees charged for Hollie Mason’s services during this period. See footnote 11, below. The 

amount listed in this Schedule 2 includes the amount as it appeared in the First Interim Fee Application.

10 In its First Interim Fee Application for the Ninth Interim Fee Period, although Brattle represented the number of hours 

billed by Chi Cheng correctly, the fees charged were miscalculated, resulting in a lower charge for professional fees. Rather

than file an Amended Fee Application, Brattle accepts this lower charge, as included in the total Fees billed for Chi Cheng 

noted in Schedule 2 above. See footnote 11, below.

11 In its First Interim Fee Application for the Ninth Interim Fee Period, Brattle applied an incorrect bill rate to some of 

Austin Coon’s time, which resulted in slightly higher fees than should have been charged. Following discussions with 

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NAME OF 

PROFESSIONAL

POSITION HOURLY 

RATE

TOTAL 

HOURS 

(in this

application)

FEES7

Coon, Austin Research Analyst $157.5

(travel)

10.4 $1,638.00 

Grose, Andrew Research Analyst $285 813.1 $231,733.50 

Michael, John Research Analyst $285 64.0 $18,240.00 

Jamrog, Kelly Research Analyst $285 0.4 $114.0012

Nair, Rohit Research Analyst $285 269.7 $76,864.50 

Qui, Ben Research Analyst $330 296.2 $97,729.5013

Ricciardi, Joseph Research Analyst $285 172.9 $49,077.0014

Shao, Mingzhe Research Analyst $285 752.3 $214,405.50 

Piekny, Michael Litigation Analyst $185 83.4 $15,429.00 

Piekny, Michael Litigation Specialist $195 316.2 $61,659.00 

Rottkamp, Jessica Litigation Specialist $195 105.8 $20,631.00 

Rottkamp, Jessica Litigation Analyst $185 35.9 $6,641.50

Subtotal $2,859,045.25 

Less 15% of Fees (performed pro bono) ($428,856.79) 

Fee Examiner Adjustments ($1,388.99)15

Total Fees Charged to Oversight Board $2,428,799.47

counsel to the Fee Examiner, the overage charged for Austin Coon’s services was offset by the aggregate of under-billings 

highlighted by the Fee Examiner (see footnotes 9 and 10 above, and 13 below). After discussion with Brattle, the Fee 

Examiner recommended payment of the total fees charged for Austin Coon’s services in lieu of revising the other charges 

for other time keepers. The Fees noted in Schedule 2 reflect the total fees as they were originally billed in Brattle’s Fee 

Applications and approved by the Fee Examiner. 

12 Kelly Jamrog is an expert in data engineering and data visualization, a skill-set required by the project team. Following 

conversations with counsel to the Fee Examiner during the Interim Application review process, the Fee Examiner did not 

object to Ms. Jamrog’s 0.4 hour contribution to the services rendered in this Project Assignment. 

13 In its First Interim Fee Application for the Ninth Interim Fee Period, Brattle applied an incorrect bill rate in one instance 

for Ben Qui, which resulted in lower fees charged. After discussion with counsel for the Fee Examiner, Brattle agreed to 

retain the reduced professional fees charged for Ben Qui’s services during this period. See footnote 11, above. The amount 

listed in this Schedule 2 includes the amount as it appeared in the First Interim Fee Application.

14 In its First Interim Fee Application for the Ninth Interim Fee Period, Brattle incorrectly noted the total amount of billed 

fees for Joseph Ricciardi, which resulted in lower fees charged. Rather than amending the previously allowed Fee 

Application, Brattle accepts the lower amount of total fees for Joseph Ricciardi, as reflected in Schedule 2 above.

15 Adjustments were agreed upon following the Fee Examiner’s review of Brattle’s Interim Fee Application. See Docket No. 

15971-1 for a summary of the Fee Examiner’s recommended adjustments, accepted by Brattle, during the Tenth Interim 

Fee Period.

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SCHEDULE 3

Summary of Actual and Necessary Expenses Incurred

for the Period January 29, 2020 through March 15, 2022

Expense Category TOTAL AMOUNT

Air Travel $3,637.00

Out-of-Town Taxi $469.63

Out-of-Town Meals $753.88

Lodging $3,600.00

Outside/Information Services $19.00

Total Expenses Charged to Oversight Board $8,479.51 

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SUMMARY OF PRIOR INTERIM FEE APPLICATIONS:

Fees and Expenses Approved Date and Docket No. of Fee 

Order

Date 

[Docket 

No.]

Interim Fee Period 

(“IFP”) Covered16

Fees Expenses Date Docket No.

First IFP

5/3/17 to 9/30/17

Second IFP

10/1/17 to1/31/18

Third IFP

2/1/18 to 5/31/18

Fourth IFP

6/1/18 to 9/30/18

Fifth IFP

10/1/18 to1/31/19

Sixth IFP

2/1/19 to 5/31/19

Seventh IFP

6/1/19 to 9/30/19

Eighth IFP

10/1/19 to1/31/20

7/15/2020

13676

Ninth IFP

2/1/20 to 5/31/20

$1,135,049.42 $8,460.51 10/26/2020 14925

12/04/2020

15347

Tenth IFP

6/1/20 to 9/30/20

$1,228,691.05 $0.00 03/08/2021 15971-1

3/16/2021

16074

Eleventh IFP

10/1/20 to1/31/21

$65,059.00 $19.00 10/04/2021 18371-1

Twelfth IFP

2/1/21 to 5/31/21

Thirteenth IFP

6/1/21 to 9/30/21

Fourteenth IFP

10/1/21 to1/31/22

Fifteenth IFP

2/1/22 to Plan 

Effective Date

Total $2,428,799.47 $8,479.51

 

 

16 Where Brattle did not file a fee application for the given Interim Fee Period, Brattle has left the line blank.

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8 

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.17

x

PROMESA

Title III 

No. 17 BK 3283-LTS 

(Jointly-Administered)

---------------------------------------------------------------

In re

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

 as representative of

THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF 

PUERTO RICO

Debtor. 

---------------------------------------------------------------

x

PROMESA

Title III 

Case No. 17-BK-03566 (LTS) 

This Application relates only to

ERS, and shall be filed in the

lead Case No. 17 BK 3283-LTS,

and ERS’s Title III Case (Case 

No. 17-BK-03566-LTS)

FINAL APPLICATION OF THE BRATTLE GROUP, INC. 

FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED AS ECONOMIC CONSULTANT TO PROSKAUER ROSE LLP, AS LEGAL COUNSEL 

TO AND ON BEHALF OF THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR 

PUERTO RICO, AS REPRESENTATIVE OF THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO, FOR THE

 PERIOD FROM JANUARY 29, 2020 THROUGH MARCH 15, 2022 

17 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) 

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

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

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

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (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 (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 

9686); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four

Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-

BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801). (Title III case numbers are listed as Bankruptcy Case 

numbers due to software limitations).

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9

This is the Final Fee Application of The Brattle Group, Inc. (“Brattle”), in Case No. 17-BK03566-LTS (the “ERS Case”)18 covering the period from January 29, 2020, through March 15, 2022

(“Compensation Period”), seeking entry of an order allowing and ratifying all prior fee and expense

requests during the period for professional services rendered as economic consultant to Proskauer 

Rose LLP (“Proskauer”), in its capacity as legal counsel to and acting on behalf of The Financial 

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

the Commonwealth of Puerto Rico and the Employees Retirement System of the Government of the 

Commonwealth of Puerto Rico (“ERS”) (collectively, the “Debtors”) pursuant to the Puerto Rico 

Oversight, Management, and Economic Stability Act, codified in 48 U.S.C. §§ 2101-2241

(“PROMESA”).

Brattle’s application is submitted pursuant to PROMESA sections 316 and 317, Rule 2016 

of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) applicable pursuant to 

PROMESA section 310, and Rule 2016-1 of the Local Bankruptcy Rules for the United States 

Bankruptcy Court for the District of Puerto Rico (the “Local Rules”), and in accordance with this 

Court’s and the United States Trustee Guidelines for Reviewing Applications for Compensation 

and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 

Cases issued by the Executive Office for the United States Trustee, 28 CFR Part 58, Appendix A

(the “Guidelines”), and in accordance with this Court’s Second Amended Order Setting Procedures 

for Interim Compensation and Reimbursement of Expenses of Professionals [Case No. 17 BK 3283-

LTS, Dkt. No. 3269] (the “Interim Compensation Order”), and the Court’s Third Amended Order 

Setting Procedures for Interim Compensation and Reimbursement of Expenses of Professionals 

[Case No. 17 BK 3283-LTS, Dkt. No. 20245] (the “Third Interim Compensation Order”). 

Pursuant to Puerto Rico Recovery Accuracy in Disclosures Act (the “PRRADA”) and the 

Court’s related orders [Docket Nos. 19859, 1998-, 20419, and 20476], Brattle filed its PRRADA 

disclosures on May 16, 2022, June 21, 2022, and August 8, 2022 [Docket Nos. 19859, 21287, 21797].

18 This Final Fee Application solely pertains to fees and expenses incurred with respect to the ERS Case and does not 

address fees or expenses incurred with respect to other services performed for Proskauer in its legal representation of the 

Oversight Board.

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In support of the Application, Brattle respectfully states:

Jurisdiction 

 

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

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

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

3. The statutory bases for the relief requested herein are PROMESA sections 316 and 

317.

General Background 

 

4. On June 30, 2016, the Oversight Board was established under PROMESA section

101(b). On August 31, 2016, President Obama appointed the Oversight Board’s seven voting

members.

5. Pursuant to PROMESA section 315, “[t]he Oversight Board in a case under this

subchapter is the representative of the debtor” and “may take any action necessary on behalf of

the debtor to prosecute the case of the debtor, including filing a petition under § [304] of

[PROMESA] . . . or otherwise generally submitting filings in relation to the case with the court.”

PROMESA § 315(a), (b).

6. On September 30, 2016, the Oversight Board designated the Debtor as a “covered

entity” under PROMESA section 101(d).

7. On November 25, 2016, the Oversight Board retained Proskauer as legal counsel 

in connection with matters relating to and arising out of implementation of the provisions of 

PROMESA. Those matters include advising and representing the Oversight Board concerning 

the performance of its duties and activities pursuant to PROMESA, the restructuring or 

adjustment of the obligations of the Debtors, and litigation arising out of any of those matters 

(collectively, the “Relevant Matters”).

8. On May 21, 2017, the Oversight Board issued a restructuring certification

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

pursuant to PROMESA section 304(a), commencing a case under Title III thereof (the “ERS 

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Case”). Pursuant to PROMESA section 315(b), the Oversight Board is the Debtor’s representative 

in the ERS Case.

9. Further background information regarding the Debtors and the commencement 

of the ERS Case is contained in the docket for Case No. 17-BK-03566-LTS.

10. Further Background information regarding the Debtors and the commencement 

of the Debtors’ Title III Case is contained in the Notice of Filing of Statement of Oversight Board 

in connection with PROMESA Title III Petition [ECF No. 1, Case No. 17 BK 3283-LTS], attached

to the Commonwealth of Puerto Rico’s Title III petition.

Brattle’s Retention and Fee Statements During the Compensation Period 

11. Proskauer originally retained Brattle, an international economic consulting firm, 

pursuant to an Independent Contractor Services Agreement effective March 25, 2019 (the 

“Agreement”), in support of its litigation preparation on the Relevant Matters for the Oversight 

Board. Proskauer specifically retained Brattle in the ERS Case on January 29, 2020 under Project 

Assignment #2 of the Agreement. 

12. The Agreement provides that:

a. Proskauer’s client, the Oversight Board, is solely responsible for Brattle’s fees 

and expenses, and will compensate Brattle in accordance with the terms of the 

Agreement;

b. Brattle will charge on a time and materials basis, based on the hourly billing 

rates listed in the agreement as applicable to the Project Assignment #2, which 

rates may be revised from time to time, subject to approval by the United 

States District court for the District of Puerto Rico, to reflect staff promotions, 

conditions of the consulting labor market, and periodic increases not specific 

to this Project Assignment, and with all fees and expenses payable under the 

Agreement to be paid through the applicable PROMESA Title III proceeding; 

and 

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c. For this project assignment, in view of the uniqueness of the engagement and

the anticipated scope of services to be performed, Brattle will perform 15% of

the work for Proskauer on a pro bono basis.

Applications for Interim Compensation 

13. During the Compensation Period, Brattle submitted three (3) interim fee

applications for this particular adversary proceeding. Each of the interim applications are 

incorporated herein by reference. Brattle’s first interim fee application for the Ninth Interim Fee 

Period covered services from January 30, 2020 through May 31, 2020. Its second interim fee 

application for the Tenth Interim Fee Period covered services from June 1, 2020 through 

September 30, 2020. Its third interim fee application for the Eleventh Interim Fee Period covered 

services from October 1, 2020 through January 31, 2021. 

14. This is Brattle’s Final Fee Application for this particular adversary proceeding and

covers the period from January 29, 2020 through March 15, 2022. 

Relief Requested 

15. By this Application, Brattle seeks a final order authorizing approval and allowance

of compensation for the professional services rendered and for expenses incurred for this 

particular adversary proceeding during the three (3) interim periods that comprise Brattle’s 

retention.

Location of Services Provided 

16. All fees and services during the Compensation Period for this particular adversary

proceeding were rendered and incurred outside of Puerto Rico with the exception of a small 

number of appearances by timekeepers at meetings in Puerto Rico in 2020. Brattle incorporates its 

interim fee applications by reference with respect to the rendering of services in Puerto Rico.

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Summary of Professional Services Rendered 

By Brattle during the Compensation Period 

17. Brattle’s services to Proskauer, as legal counsel to the Oversight Board as

representative of the Debtors in the ERS Case, were reasonable, necessary, appropriate, and 

beneficial when rendered, facilitated the effective representation by Proskauer of its obligations

as legal counsel to the Oversight Board as representative of the Debtors in the ERS Case, and 

were in the best interests of the Oversight Board and the Debtors’ creditors, the

Commonwealth’s residents, and other stakeholders. Brattle performed its professional services in

an expedient and efficient manner. Compensation for the foregoing services as requested is

commensurate with the complexity, importance, and time-sensitive nature of the issues and tasks 

involved. 

18. To provide an orderly and meaningful summary of the services rendered by

Brattle, Brattle established, in accordance with the Guidelines, a separate task code for these

services. During the Compensation Period, Brattle expended 6,850.6 hours assisting Proskauer on

matters relating to ERS Tracing, and 54.50 hours related to travel time in connection with the

case. Details of Brattle’s work during this Compensation Period in furtherance of this task are

included in Brattle Monthly Fee Statements and Interim Fee Applications, and summarized as

follows:

• ERS Tracing.

• (Fees: $2,845,224.5019; Hours: 6,850.6)

• Brattle performed tasks necessary to assist Proskauer, as legal counsel to

the Oversight Board, in rendering legal advice to the Oversight Board on

matters relevant to ERS Tracing.

• Travel Time.

• (Fees: $13,820.7520; Hours: 54.5)

• Brattle performed necessary travel to assist Proskauer, as legal counsel to

the Oversight Board, in rendering legal advice to the Oversight Board on

matter relevant to the Debtor’s case. In accordance with the Fee

19 Fees noted are before pro bono discount and do not include any adjustments agreed with the Fee Examiner following his 

review of the Interim Fee Applications.

20 Fees noted are before pro bono discount and do not include any adjustments agreed with the Fee Examiner following his 

review of the Interim Fee Applications.

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14

Examiner’s Interim Compensation Order, travel time was billed at half of 

each timekeeper’s hourly rate.

Actual and Necessary Expenses of Brattle 

19. During the compensation period, Brattle incurred a total of $8,479.51 in actual

and necessary costs and expenses in connection with the services Brattle provided in the ERS 

case. 

Compensation Paid and its Source 

20. All services for which Brattle seeks compensation were performed on behalf of

and at the direction of Proskauer, as legal counsel to the Oversight Board, representative of the 

Debtors in their Title III Cases to facilitate Proskauer’s effective representation of the Debtors. 

In connection with the request covered by this Application, Brattle has received no payment and 

has received no promises of payment for services rendered, or to be rendered, from any source 

other than the Debtors. There is no agreement or understanding between Brattle and any other 

person for the sharing of compensation received for services rendered to Proskauer in the 

Debtors’ Title III cases. 

21. PROMESA sections 316 and 317 provide for interim compensation of

professionals and govern this Court’s award of such compensation. PROMESA section 316

provides that a court may award a professional employed for the benefit of the Debtor or the

Oversight Board under PROMESA “reasonable compensation for actual, necessary services

rendered . . . and reimbursement for actual, necessary expenses.” PROMESA § 316(a).

PROMESA section 316 also sets forth the criteria for awarding compensation and 

reimbursement:

In determining the amount of reasonable compensation to be awarded . . . 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;

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(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 bankruptcy 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.

PROMESA § 316(c). 

22. Brattle respectfully submits that the professional services rendered and the

expenses incurred during the Compensation Period were necessary for and beneficial to

Proskauer’s effective representation of the Oversight Board on behalf of the Debtors and 

therefore were necessary for and beneficial to the maximization of value for all stakeholders and 

ultimately to the orderly administration of the Debtors’ Title III Cases. The services required 

experienced professionals with specialized expertise to timely and thoroughly respond to

Proskauer’s requests. During the Compensation Period, Brattle worked efficiently, under time

constraints, to respond to Proskauer’s needs. 

23. The rates of the Brattle timekeepers who performed the services were the rates

Brattle charged for similar services in comparable bankruptcy and non-bankruptcy matters that 

commenced at the time the professional services rendered to Proskauer on behalf of the

Oversight Board commenced. Such rates were reasonable given the customary rates charged by 

comparably skilled practitioners in comparable bankruptcy and non-bankruptcy cases in a

competitive national market at that time. 

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24. The fees for which allowance is requested reflect that Brattle has performed 15%

of the services on a pro bono basis. 

25. Brattle submits that allowance of the fees and expenses requested herein is

reasonable and warranted in light of the nature, extent and value of Brattle’s services to the

Proskauer, as legal counsel to the Oversight Board, as representative of the Debtors in the ERS

Case. Proskauer has reviewed and approved this Application.

No Previous Request 

26. No previous request for the relief sought herein has been made by Brattle to this

or any other court. 

Notice 

27. Pursuant to the Third Interim Compensation Order, notice of this Application has

been or will be filed in the ERS Case and the jointly-administered Commonwealth of Puerto

Rico’s Title III Case and served by email on:

(a) attorneys for the Oversight Board, Proskauer Rose LLP, Eleven Times Square,

New York, NY 10036, Attn: Martin J. Bienenstock, Esq.

(mbienenstock@proskauer.com) and Ehud Barak, Esq. (ebarak@proskauer.com),

and Proskauer Rose LLP, 70 West Madison Street, Chicago, IL 60602, Attn: Paul

V. Possinger, Esq. (ppossinger@proskauer.com);

(b) attorneys for the Oversight Board, O’Neill & Borges LLC, 250 Muñoz Rivera Ave.,

Suite 800, San Juan, PR 00918, Attn: Hermann D. Bauer, Esq.

(hermann.bauer@oneillborges.com);

(c) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory Authority,

O’Melveny & Myers LLP, Times Square Tower, 7 Times Square, New York, NY

10036, Attn: John J. Rapisardi, Esq. (jrapisardi@omm.com), and Diana M. Perez,

Esq. (dperez@omm.com);

(d) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory Authority,

Marini Pietrantoni Muñiz LLC, MCS Plaza, Suite 500, 255 Ponce de León Ave, San

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Juan, PR 00917, Attn: Luis C. Marini-Biaggi, Esq. (lmarini@mpmlawpr.com) and 

Carolina Velaz-Rivero, Esq. (cvelaz@mpmlawpr.com);

(e) the Office of the United States Trustee for the District of Puerto Rico, Edificio 

Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In re: Commonwealth 

of Puerto Rico);

(f) attorneys for the Official Committee of Unsecured Creditors, Paul Hastings LLP, 

200 Park Ave., New York, NY 10166, Attn: Luc. A Despins, Esq. 

(lucdespins@paulhastings.com);

(g) attorneys for the Official Committee of Unsecured Creditors, Casillas, Santiago & 

Torres LLC, El Caribe Office Building, 53 Palmeras Street, Ste. 1601, San Juan, PR 

00901, Attn: Juan J. Casillas Ayala, Esq. (jcasillas@cstlawpr.com) and Alberto J.E. 

Añeses Negrón, Esq. (aaneses@cstlawpr.com);

(h) attorneys for the Official Committee of Retired Employees, Jenner & Block LLP, 

1155 Avenue of the Americas, New York, NY 10036, Attn: Robert Gordon, Esq. 

(rgordon@jenner.com) and Richard Levin, Esq. (rlevin@jenner.com), and Jenner 

& Block LLP, 353 N. Clark Street, Chicago, IL 60654, Attn: Catherine Steege, Esq.

(csteege@jenner.com) and Melissa Root, Esq. (mroot@jenner.com);

(i) attorneys for the Official Committee of Retired Employees, Bennazar, García & 

Milián, C.S.P., Edificio Union Plaza, PH-A, 416 Ave. Ponce de León, Hato Rey, 

PR 00918, Attn: A.J. Bennazar-Zequeira, Esq. (ajb@bennazar.org);

(j) the Puerto Rico Department of Treasury, PO Box 9024140, San Juan, PR 00902-

4140, Attn: Reylam Guerra Goderich, Deputy Assistant of Central Accounting 

(Reylam.Guerra@hacienda.pr.gov); Omar E. Rodríguez Pérez, CPA, Assistant 

Secretary of Central Accounting (Rodriguez.Omar@hacienda.pr.gov); Angel L. 

Pantoja Rodríguez, Deputy Assistant Secretary of Internal Revenue and Tax Policy

(angel.pantoja@hacienda.pr.gov); Francisco Parés Alicea, Assistant Secretary of 

Internal Revenue and Tax Policy (francisco.pares@hacienda.pr.gov); and 

Francisco Peña Montañez, CPA, Assistant Secretary of the Treasury 

(Francisco.Pena@hacienda.pr.gov); 

(k) counsel to any other statutory committee appointed;

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(l) attorneys for the Fee Examiner, EDGE Legal Strategies, PSC, 252 Ponce de León

Avenue, Citibank Tower, 12th Floor, San Juan, PR 00918, Attn: Eyck O. Lugo

(elugo@edgelegalpr.com); and

(m)attorneys for the Fee Examiner, Godfrey & Kahn, S.C., One East Main Street, Suite

500, Madison, WI 53703, Attn: Katherine Stadler (KStadler@gklaw.com).

28. The certification required by Local Rule 2016-1(a)(4) and Rule 2016 is attached

hereto as Exhibit A. 

CONCLUSION 

WHEREFORE The Brattle Group, Inc. respectfully requests that the Court enter an order:

a. allowing final compensation in an amount of $2,428,799.47 for professional

services rendered and $8,479.51 in actual and necessary expenses incurred during the 

Compensation Period;

b. ratifying all prior payments made; and

c. granting Brattle such other and further relief as is just and proper.

Dated: February 2, 2023 Respectfully Submitted,

Boston, MA 

Barbara Levine, General Counsel

THE BRATTLE GROUP, INC.

Independent Contractor to Proskauer Rose LLP, 

legal counsel to the Financial Oversight and 

Management Board, as representative of the 

Debtors 

One Beacon Street, Suite 2600 

Boston, MA 02108 

Tel: 617-864-7900 

Fax: 617-507-0063 

Email: barbara.levine@brattle.com

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EXHIBIT A 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.21

x

PROMESA

Title III 

 

No. 17 BK 3283-LTS

(Jointly Administered)

---------------------------------------------------------------

In re

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

 as representative of

THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF 

PUERTO RICO

Debtor.

---------------------------------------------------------------

x

PROMESA

Title III 

Case No. 17-BK-03566 (LTS)

This Application relates only to

ERS, and shall be filed in the

lead Case No. 17 BK 3283-LTS,

and ERS’s Title III Case (Case 

No. 17-BK-03566-LTS)

CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR 

PROFESSIONALS IN RESPECT OF APPLICATION OF THE BRATTLE GROUP, INC. 

AS ECONOMIC CONSULTANT TO PROSKAUER ROSE LLP, AS LEGAL COUNSEL TO AND ON 

BEHALF OF THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO, AS REPRESENTATIVE OF THE EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO 

FOR FINAL COMPENSATION AND REIMBURSEMENT OF EXPENSES

21 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) 

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

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

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

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (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 (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 

9686); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four

Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19-

BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801). (Title III case numbers are listed as Bankruptcy Case 

numbers due to software limitations).

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I, Barbara Levine, hereby certify that: 

1. I am employed by The Brattle Group, Inc. (“Brattle”) as its General Counsel, and 

have been designated by Brattle in respect of compliance with the United States Trustee 

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed 

under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases issued by the Executive Office for 

the United States Trustee, 28 CFR Part 58, Appendix A (the “Guidelines”) and Local Rule 2016-1.

2. I submit this certification in support of Brattle’s final fee application, covering the 

period January 29, 2020 through March 15, 2022.

3. Pursuant to the Guidelines and Local Rule 2016-1, I certify that:

(a) I have read the Application;

(b) To the best of my knowledge, information and belief formed after 

reasonable inquiry, the fees and expenses sought in the Application 

fall within the Guidelines; 

(c) The fees sought in the Application are billed at rates that are no 

greater than rates that were customarily employed by Brattle and 

generally accepted by Brattle’s clients at the time the services were 

rendered, and that fall, to the best of my knowledge, information, 

and belief formed after reasonable inquiry, within the Guidelines; 

and

(d) The fees sought in the Application reflect Brattle’s agreement with 

Proskauer Rose LLP to perform 15% of the services on a pro bono

basis; and 

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(e) The expenses incurred during the period reflected in the 

Application were reasonable and necessary. 

4. I certify that Brattle has previously provided monthly fee statements and 

corresponding Interim Fee Applications of Brattle’s fees and expenses for the period January 29, 

2020 through March 15, 2022 by causing the same to be served and filed in accordance with the 

Interim Compensation Order (as defined in the Application). 

I certify under the pains and penalties of perjury that the foregoing is true and correct.

DATED: FEBRUARY 2, 2023 

BOSTON, MA

Barbara Levine, General Counsel

THE BRATTLE GROUP, INC.

Independent Contractor to Proskauer Rose LLP, 

legal counsel to the Financial Oversight and 

Management Board, as representative of the 

Debtors 

One Beacon Street, Suite 2600 

Boston, MA 02108 

Tel: 617-864-7900 

Fax: 617-507-0063 

Email: barbara.levine@brattle.com

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EXHIBIT B 

CUSTOMARY AND COMPARABLE COMPENSATIONS DISCLOSURES 

WITH FEE APPLICATIONS 

 Blended Hourly Rate22 

Category of Timekeeper BILLED OR 

COLLECTED for 

preceding year

BILLED for this 

particular 

Adversary 

Proceeding

Principal N/A $700.31

Senior Consultant N/A $581.01

Senior Associate N/A $499.66

Associate N/A $340.00

Research Analyst N/A $296.39

Litigation Specialist N/A $195.00

Litigation Analyst N/A $185.00

 

22 Blended hourly rates were calculated before the 15% pro bono discount provided, and without reference to the reduced 

rates charged by timekeepers when they traveled (as allowed under the Fee Examiner’s Interim Compensation Order).

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