UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

As a representative of 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

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PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

Re: ECF Dkt. Nos. 8014, 8016, 9215, 9538, 

9539, 12401, 13600, 14031, 14041, 14924, 

15472, 15553, 15554, 15577, 16945, 18095, 

19494, 19805, 21898, 21935, 21936, 22153, 

22697, 22700, 22859, 23201, 23202, 23388, 

23494, 23659, 23789, 23797, 23803, 23808, 

23810, 23811, 23812, 23813, 23817, 23818, 

23904, 24200, 24211 

Case No. 17-3567 Dkt. No. 1474 

Case No. 17-4780 Dkt. Nos. 1977, 2343, 2377, 

2929, 2952, 3081, 3083, 3331, 3333, 3335, 3341

Hearing date: June 8, 2023, at 9:30 a.m. (AST)

FEE EXAMINER’S REPORT ON UNCONTESTED PROFESSIONAL FEE MATTERS 

FOR CONSIDERATION IN CONNECTION WITH THE 

JUNE 8, 2023, OMNIBUS HEARING 

I. SUMMARY OF UNCONTESTED FEE APPLICATIONS FOR THE 

SEVENTEENTH INTERIM (OCTOBER 1, 2022-JANUARY 31, 2023) AND 

PRIOR COMPENSATION PERIODS 

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); and, (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case 

No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747) 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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II. FINAL ALLOWANCE OF COMPENSATION FOR PROFESSIONAL 

SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR 

THE FINAL FEE PERIOD 

III. NOTICE OF DEFERRAL OF SPECIFIC FEE APPLICATIONS FOR 

CONSIDERATION AT THE AUGUST 30, 2023, OMNIBUS HEARING OR 

A LATER DATE 

TO: HON. LAURA TAYLOR SWAIN, 

UNITED STATES DISTRICT JUDGE 

INTRODUCTION 

This week ends the latest interim fee period for Title III professionals—the Eighteenth 

Interim Fee Period (February 1, 2023 through May 31, 2023)—for roughly a dozen professionals 

still providing counsel and advisory services in the Title III proceedings- (primarily PREPA’s). 

The fees recommended for Court approval to date, including in this report, exceed $1.1 billion. 

This report recommends the Court’s approval, in conjunction with the June 8, 2023 

hearing, of more than 45 interim applications and two final applications. With the claims 

estimation hearing next week and a plan confirmation hearing in July, the next omnibus hearing 

is August 30, 2023. The PREPA plan provides for the filing of final fee and expense 

applications within 120 days of the plan’s effective date. Modified Second Amended Title III 

Plan of Adjustment of the Puerto Rico Electric Power Authority [Dkt. No. 3296 in Case No. 

4780] at §II(C). The Third Amended Order Setting Procedures for Interim and Final 

Compensation and Reimbursement of Expenses of Professionals [Dkt. No. 20245] requests that 

professionals complete the interim fee application and review process prior to the submission of 

a final fee application.2

2 If the timing of the PREPA plan confirmation and effective date render this requirement impractical, the 

Fee Examiner will collaborate with the Oversight Board, AAFAF, and other interested parties to 

formulate any necessary recommended revisions to the interim compensation order. 

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For several financial and advisory firms, the size of the applications recommended 

require particular notice. None has drawn an objection, either formally or through informal 

communications to the Fee Examiner. Almost by definition, the necessity for those services—in 

proceedings as consequential as these—is self-evident. Evaluating the “reasonableness” of 

financial advisory fees, however, is more challenging given the varied engagement and 

compensation arrangements of many financial professionals. To address that challenge, the Fee 

Examiner has incorporated direct and personal interviews with client representatives, a selective 

survey of court records and work product, and first-hand review of expert reports and testimony, 

where applicable.

SUMMARY OF RECOMMENDATIONS 

With this report, the Fee Examiner: 

--Recommends Court approval of the 47 interim fee applications 

detailed on Exhibit A and the two final fee applications detailed 

on Exhibit B; 

--Notifies the Court, consistent with paragraphs 2.h and 2.k of the 

Third Amended Compensation Order, that the Fee Examiner and 

the applicants listed on Exhibit C and Exhibit D are in productive 

discussions and—to continue their dialogue—have agreed to 

adjourn consideration of these fee applications to the August 30, 

2023, omnibus hearing, or another date convenient for the Court. 

FLAT FEE FINANCIAL PROFESSIONALS

 This report addresses a group of financial professionals compensated on a flat monthly 

and/or transaction fee basis. As prior Fee Examiner reports have noted, in a garden variety 

Chapter 11 case, parties routinely retain investment bankers and financial advisors pursuant to 11 

U.S.C. §328(a). This Bankruptcy Code provision permits bankruptcy courts to pre-approve flat 

or transaction fee agreements subject to retrospective adjustment only if the engagement terms 

prove to have been “improvident in light of developments not capable of being anticipated” at 

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the time of the engagement. Chapter 11 jurisprudence provides robust authority for the 

ratification of flat fees and transaction or restructuring fees that, “to a lay-person may appear to 

be very high ...” See e.g., In re Frontier Commc’ns Corp., 623 B.R. 358, 363 (Bankr. S.D.N.Y.- 

2020)- citing In re XO Commc’ns, Inc., 398 B.R. 106 (Bankr. S.D.N.Y. 2008)); In re Relativity 

Fashion, LLC, No. 15-11989, 2016 WL 8607005, at *7 (Bankr. S.D.N.Y. Dec. 16, 2016); In re 

Energy Partners, Ltd., 409 B.R. 211, 226 (Bankr. S.D. Tex. 2009); In re High Voltage Eng’g 

Corp., 311 B.R. 320, 33 (Bankr. D. Mass. 2004); In re Insilco Techs., Inc., 291 B.R. 628, 633 

(Bankr. D. Del. 2003). But cf. In re LATAM Airlines Grp., 643 B.R. 773 (Bankr. S.D.N.Y. 2022) 

(declining to apply section 328’s improvident standard to allow restructuring fee not included in 

original engagement letter). 

Unfortunately, from the Fee Examiner’s perspective, Congress did not incorporate 11 

U.S.C. §328 into Title III, leaving only PROMESA § 316 (analogous to Bankruptcy Code § 330) 

to guide the reasonableness inquiry. Whatever the reason for the statutory omission, the section 

328 authorities are instructive, particularly with respect to PROMESA §316(c), which compels 

the Court to consider “the nature, the extent, and the value of such services, taking into account 

all relevant factors ...” These factors include time spent and rates charged, but they do not 

require them. Often, the most “relevant factor” for financial advisory and investment banking 

fees in corporate Chapter 11 cases is the market rate for such services. See In re Residential 

Cap., LLC, 504 B.R. 358, 368 (Bankr. S.D.N.Y. 2014). 

Indeed, when one talks about a “market” for [investment banking] services, one is 

referring to a set of comparators that is neither widely, nor perhaps well understood. 

There are not many firms that engage in this type of work, at least in very large chapter 

11 cases.... It is a highly specialized field, and there are barriers to entry because of that 

specialization and the resources that need to be employed. 

In re Frontier Commc’ns, 623 B.R. at 365; see also In re XO Commc’ns, 398 B.R. at 113 (“In 

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considering a transaction fee, courts recognize that certain of [the section 330] factors do not apply, such 

as ‘time spent’ or the ‘rates charged.’”). Employing a “market driven” approach to professional 

compensation—whether under sections 328 or 330 of the Bankruptcy Code or under section 316 of 

PROMESA— ultimately gives a generous measure of deference to the professional judgment of those 

who purchase sophisticated investment banking services in restructuring cases. Frontier 

Communications, 623 B.R. at 368 (noting that debtor “had a strong interest in getting the very best 

services and therefore in incentivizing its investment banker to bring its ‘A Team.’”) That may be 

particularly true where, as in Chapter 9 proceedings and here, a government is the Debtor. 

Congress empowered the Oversight Board both to hire professionals (PROMESA § 101(h)(1)) 

and to enter into contracts (PROMESA §104(g)).3

 Particularly in the absence of any objection of record, 

the Fee Examiner is disinclined to suggest a deviation from the terms of engagement, including 

compensation. The Oversight Board negotiated with its investment bankers and financial advisors and, in 

some instances, re-negotiated compensation terms based on changing conditions and on the professional’s 

demonstrated competence and value. To avoid burying the lede, the Fee Examiner recommends that the 

Court enter compensation orders consistent with the terms of the Oversight Board’s engagement 

agreements with its financial professionals, as written and as amended, and without adjustment. 

McKinsey & Company 

The Fee Examiner recommends that the Court approve, without adjustment, the Final 

Fee Application of McKinsey & Company Puerto Rico Consulting, Inc. as Consulting Services 

Provider to the Financial Oversight and Management Board for Puerto Rico, as Representative 

of Debtor, the Commonwealth of Puerto Rico, for the Total Compensation Period From July 1, 

3

 Notably, PROMESA does not incorporate section 327, which would have required Court approval of the Debtors’ 

professional retention applications. 

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2017 Through March 15, 2022 [Dkt. No. 23789] (the “McKinsey Commonwealth Final Fee 

Application”). That application requests a total of $75, 317,675 in compensation, detailed on 

the attached Exhibit E. All fees encompassed in the McKinsey Commonwealth Final Fee 

application have been the subject of interim reporting, and the Court has approved them on an 

interim basis. See Dkt. Nos. 4200, 5654, 9046, 14925, 15971, 18371, 18625, and 23408. 

As the Fee Examiner first reported to the Court in March 2018, McKinsey has presented 

a particular challenge for the Title III review process because of its flat fee pricing model. See

Dkt. No. 2645 at 22-24. McKinsey does not maintain daily or hourly time records, does not 

separately request reimbursement of expenses, and has not assigned hourly billing rates for any 

of its timekeepers. These considerations led the Fee Examiner, early in these proceedings, to ask 

for permission to separate McKinsey from participation in the Title III mandated fee review 

process. See Dkt. No. 3032 at 3-5. The Court declined to do so, instead asking the Fee 

Examiner to propose a different procedure to evaluate McKinsey’s considerable fees. Tr. June 6, 

2018, [Dkt. No. 3278] at 52-58. 

Thus, beginning on October 31, 2018, the Fee Examiner periodically has recommended 

Court approval of McKinsey fees on an interim basis based on an alternative methodology. See

Dkt. No. 4126 at 10-14. This included personal site visits, interviews with the Oversight Board 

general counsel, chairperson and executive directors, and estimated blended hourly rates based 

on the information McKinsey provided. Id. McKinsey also began including in its publicly-filed 

fee applications more details about its team structure, the roles of its team members, and a 

month-by-month roster of full- and part-time consultants working on the engagement. Id.

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The methodology established, the Fee Examiner reviewed 15 McKinsey interim fee 

applications spanning nearly six years. Notwithstanding McKinsey’s flat fee pricing, the 

Oversight Board adjusted McKinsey’s compensation periodically, to reflect ebbs and flows in 

the restructuring process and its own staffing. These flat fee adjustments were reflected in the 

amendments and renewals of the Independent Contractor Services Agreements and associated 

Scope of Work documents that McKinsey filed with each of its fee applications. The bar graph 

below illustrates the Oversight Board’s adjustments to McKinsey’s compensation over the 

course of the Commonwealth Title III proceedings, the resultant “savings” (shaded in dark 

blue),4

 and the trajectory of the estimated hourly rate. 

 

Not surprisingly, McKinsey’s calculated (estimated) blended hourly rate for the 

Commonwealth workstream generally declined over the course of the engagement, from an 

estimated high of $857.72 during the first three fee periods [Dkt. No. 4126, Ex. B] to a low of 

4

 By “savings,” the Fee Examiner means monthly flat fees charged at a rate lower than the then-in-effect contract 

rate. 

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$338.62 in the eleventh fee period [Dkt. 18308, Ex. D]. The Oversight Board reports that it 

negotiated each flat fee adjustment based on actual and observed usage patterns -- reflecting in 

part, the growth of the Board’s own internal staff and expertise -- and incorporated each of the 

adjustments into their renewed contracts with McKinsey. 

While the Fee Examiner’s observations and diligence, including the estimated hourly rate 

calculation, contribute to the conclusion, the Oversight Board’s judgment and direct daily 

supervision of McKinsey’s work persuade the Fee Examiner that there is no empirical or logical 

basis on which to conclude that McKinsey’s fees were anything other than reasonably and 

necessarily incurred in the Commonwealth Title III proceeding. As such, and in the absence of 

any objection to the McKinsey Commonwealth Final Fee Application, the Fee Examiner 

recommends that the Court approve the application on a final basis, as filed, and without 

adjustment, as noted on the attached Exhibit B. 

Moelis & Company LLC

 This report recommends that the Court also approve, on an interim basis, the first three 

fee applications of Moelis & Company, LLC, the financial advisor to the PREPA Mediation 

Team. The Moelis engagement agreement, attached as Exhibit 1 to the Application of Oversight 

Board for Entry of Order Authorizing Employment and Payment of Moelis & Company LLC as 

Financial Advisory for Mediation Team [Dkt. No. 2849 in Case No. 17-4780] (the “Moelis 

Engagement Letter”), provided that Moelis would be paid a flat fee of $250,000 per month for 

the first three months of its engagement and $150,000 per month thereafter. 

The Order Authorizing Employment and Retention of Moelis & Company LLC, as 

Financial Advisor for Mediation Team [Dkt. No. 2859 in Case No. 17-4780] (the “Moelis 

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Retention Order”) stipulates that “Moelis shall not be required to provide or conform to any 

schedule of hourly rates.” Nonetheless, in the interest of consistency and transparency, the Fee 

Examiner has calculated such rates to the extent possible. These blended rates are $472.89 for 

the first, $1,010.78 for the second, and $940.05 for the third interim Moelis applications. These 

rates—estimated though they are—compare favorably with those of other financial professionals 

performing services in these cases. 

In formulating this recommendation, in addition to reviewing the filed Moelis fee 

applications, the Fee Examiner and counsel consulted personally with the PREPA Mediation 

Team members for feedback on the Moelis contribution to the mediation process and reviewed 

the PREPA Title III proceeding generally. The Mediation Team reported that the Moelis 

services have been central to its work and that the Moelis flat fees are reasonable in light of the 

significant financial modeling and other support required to support the PREPA mediation. As 

such, the Fee Examiner now recommends Court approval of the Moelis financial advisory fees 

on an interim basis -- noting, as for all other interim applications, that the final review process 

will allow holistic retrospective analysis. 

PJT Partners 

Like Moelis and McKinsey, PJT Partners LP, charged the Oversight Board a flat fee for 

its services and did not assign hourly rates to its timekeepers. Unlike McKinsey and Moelis, 

however, PJT’s contract with the Oversight Board required it to keep summary time records. 

The PJT engagement letter5

 makes clear that neither PJT nor the Oversight Board intended to 

5

 The February 2, 2019, Oversight Board-PJT Partners engagement letter is available on the Oversight Board’s 

website. (https://drive.google.com/file/d/1Z8cOo6HOWGjc3F8kc42r-nvlKIVACRkC/view) (the “PJT Engagement 

footnote continued on next page... 

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base PJT’s compensation on a billable hour model. The PJT Engagement Letter provided:

Consistent with the PJT Engagement Letter, PJT applied for flat fee compensation and 

expense reimbursement on an interim basis. The Fee Examiner—with PJT’s consent—elected to 

defer consideration of the investment banking and financial advisory fees until the conclusion of 

the Commonwealth, ERS, and PBA Title III proceedings. The twelve interim fee applications 

now recommended for interim Court approval cover the whole of PJT’s engagement, spanning 

three years and nine months. 

PJT provided financial advisory and investment banking services to the Oversight Board 

that included: 

i. Providing strategic advice with regard to restructuring or refinancing of the 

Debtors’ obligations; 

ii. Reviewing and evaluating the Debtors’ capital structure, debt capacity, and 

Letter”). In the interest of completeness of the Title III proceeding’s professional compensation record, the Fee 

Examiner has requested that PJT append a copy of its engagement letter to its final fee application. 

With respect to PJT Partners’ retention hereunder, the Board acknowledges and agrees 

that PJT Partners’ restructuring expertise as well as its capital markets knowledge, 

financing skills and mergers and acquisitions capabilities, some or all of which may be 

required by the Board during the term of PJT Partners’ engagement hereunder, were 

important factors in determining the amount of the various fees set forth herein, and that 

the ultimate benefit to the Board of PJT Partners’ services hereunder could not be 

measured merely by reference to the number of hours to be expended by PJT Partners’ 

professionals in the performance of such services. The Board also acknowledges and 

agrees that the various fees set forth herein have been agreed upon by the parties in 

anticipation that a substantial commitment of professional time and effort will be required 

of PJT Partners and its professionals hereunder over the life of the engagement, and in 

light of the fact that such commitment may foreclose other opportunities for PJT Partners 

and that the actual time and commitment required of PJT Partners and its professionals to 

perform its services hereunder may vary substantially from week to week or month to 

month, creating “peak load” issues for the firm. In addition, given the numerous issues 

which PJT Partners may be required to address in the performance of its services 

hereunder, PJT Partners’ commitment to the variable level of time and effort necessary to 

address all such issues as they arise, and the market prices for PJT Partners’ services for 

engagements of this nature in an out‐of‐court context, the Board agrees that the fee 

arrangements hereunder (including the Monthly Fee) are reasonable. 

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potential alternative capital structures; 

iii. Participating in negotiations conducted by the Mediation Team6 among the 

Oversight Board, as a representative of the Debtors, and their claimholders and 

other interested parties; 

iv. Assisting in the evaluation of the Debtors’ current fiscal situation; 

v. Assisting in the development of financial data and presentations to the Oversight 

Board, various claimholders and other third parties; 

vi. Analyzing the financial liquidity and evaluated alternative to improve such 

liquidity for the Commonwealth and certain of its instrumentalities, agencies, and 

public corporations; 

vii. Analyzing various restructuring scenarios and the potential impact of those 

scenarios on the Debtors as well as recoveries of the stakeholders impacted by the 

restructuring; 

viii. Working with other Oversight Board professionals to consider different litigation 

outcomes and their effect on potential restructuring; and 

ix. Considering valuations of securities offered by the Debtors in connection with a 

potential restructuring. 

Declaration of Steven Zelin of PJT Partners LP on Behalf of the Financial Oversight and 

Management Board for Puerto Rico in Respect of Confirmation of Seventh Amended Title III 

Joint Plan of Adjustment of the Commonwealth of Puerto Rico, et al., Dkt. No 18734 (“Zelin 

Decl.”) ¶ 12. 

Notwithstanding the explicit disclaimer in the PJT Engagement Letter, as with McKinsey 

and Moelis, the Fee Examiner has calculated an estimated hourly rate for PJT based on its 

summary time records. This calculated hourly rate— $2,555.01—is on the higher end of the 

estimated hourly rate spectrum for Title III financial professionals, necessitating an alternative 

6

 The “Mediation Team” referenced in the PJT Engagement Letter is the panel led by the Honorable Barbara J. 

Houser, see Order Regarding Stay Period and Mandatory Mediation [Dkt. No. 8244], not the PREPA Mediation 

Team supported by Moelis and discussed above. 

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benchmark against which to measure the PJT fees’ reasonableness. 

A recent comprehensive survey of investment banking and financial advisory services 

fees in more than 400 Chapter 11 cases demonstrates that, in cases with more than $1 billion in 

prepetition debt, investment banking fees have ranged from .59% to .82% of the prepetition debt 

restructured. Bankruptcy Fee Analysis: FAs Hired by Debtors in Sub-$1B Prepetition Debt 

Cases See Total Fees Increase Significantly; Investment Bankers Avoid Fee Caps by Shifting 

Restructuring Work Prepetition, Reorg Research Bankruptcy Industry Update (Nov. 10, 2022).7

 

see also In re Frontier Commc’ns, 623 B.R. at 371 (concluding that .14 percent is “a reasonable 

restructuring fee” after considering competing expert testimony on investment banking fees in 

restructuring cases above $10 billion in pre-petition debt, noting that the market rate is 

“somewhat in excess of .20 percent”). 

Here, the Oversight Board and PJT agreed that PJT would forego the traditional 

percentage-based restructuring, transaction, or success fees typical in complex corporate 

restructurings. Instead, the Oversight Board agreed to pay PJT a flat fee of $1.25 million per 

month, with no adjustments based on outcome. For an engagement lasting 45 months, the 

aggregate monthly fees total $57.5 million. 

As the Court knows, PJT has assisted in the restructuring of more than $70 million in 

Commonwealth debt. The Zelin Declaration and testimony were central to the Oversight 

Board’s case for plan confirmation, setting forth in great detail the plan negotiation process, the 

financial terms of the various plan support agreements, and granular detail about the contingent 

7 https://www.reorg-stage.com/intelligence/bankruptcy-fee-analysis-fas-hired-by-debotrs-in-sub-1b-prepetition-debtcases-see-total-fees-increase-significantly-investment-bankers-avoid-fee-caps-by-shifting-restructuring-workprepetition/ 

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value instruments PJT structured to deliver value to creditors and satisfy PROMESA’s best 

interests requirement. PJT’s flat monthly fees amount to approximately .12 percent of the 

restructured Commonwealth debt, suggesting that the aggregate fees are below market. Again, 

in the absence of any objection and in deference to the Oversight Board’s professional retention 

authority, the Fee Examiner has no basis to question the reasonableness of the PJT investment 

banking fees, recommending that the Court approve them on an interim basis without 

adjustment.8

Citigroup Global Markets 

Citigroup Global Markets, Inc. continues to serve as an investment banker and financial 

advisor to the Oversight Board pursuant to an engagement letter dated January 27, 2017, that has 

been amended and restated five times. See Fifteenth9 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 [Dkt. No. 23201] (“Fifteenth Citigroup 

Fee Application”). This application requests monthly flat fees of $1,210,00010 for Citigroup’s 

Commonwealth and PREPA workstreams, plus $275,000 per month for the HTA workstream, 

newly-added in the Fifth Amended and Restated Engagement Letter between Citigroup Global 

8

 PJT’s pending interim fee applications include requests for reimbursement of out-of-pocket expenses totaling 

$73,556.82. With PJT’s consent, the Fee Examiner recommends the provisional disallowance of the expense 

reimbursements -- without prejudice -- pending PJT’s production of documentation confirming its compliance with 

the Oversight Board’s expense guidelines. 

9

 Citigroup’s fifteenth interim fee application corresponds to the Sixteenth Interim Fee Period. 

10 Citigroup’s contracts call for monthly flat fees totaling $1,300,000. At the instruction of the Oversight Board, 

Citigroup allocates $90,000 per month to non-Title III matters. 

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Markets Inc. and the Financial Oversight and Management Board for Puerto Rico, effective 

September 1, 2022.11

Like McKinsey and Moelis, Citigroup’s engagement terms do not require the 

maintenance of hourly time records or rates. Also, like the other financial professionals 

discussed in this report, Citigroup has noted that the recording of contemporaneous time detail is 

not part of its financial services practice. Nonetheless, at the Fee Examiner’s request including 

direct and on-site discussions, Citigroup has provided narrative summaries of its significant 

workstreams and estimated work hours on each workstream, by month, for some of its 

professionals.12 The Fee Examiner recommends approval of the Fifteenth Citigroup Fee 

Application on an interim basis, reserving the right—as with past interim applications—to reevaluate the Citigroup fees as a whole in connection with a final fee application. This approach 

is particularly appropriate given the firm’s ongoing lead role in the PREPA mediation process. 

This report also recommends Court approval of the Sixteenth Interim Application of 

Citigroup Global Markets Inc. for Allowance of PREPA Transaction Fee [Dkt. No. 23202] (the 

“Sixteenth Citigroup Fee Application”), seeking Court approval of the first installment of 

Citigroup’s PREPA transaction fee pursuant to the Third Amended and Restated Engagement 

Letter between Citigroup Global Markets Inc. and the Financial Oversight and Management 

Board (the “Third Amended Agreement”), 13 which provides:

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 

11 https://drive.google.com/file/d/1Yai1TxgTxaV1lzqRG47fUOXLTs2rm0mx/view

12 The estimated hourly rate in the Fifteenth Citigroup Fee Application--$2,127.17-- is not instructive 

because Citigroup does not provide estimated hours for all Citigroup financial professionals. 

13 https://drive.google.com/file/d/1sH3F3DJoSHsFx2iL26ELxUzt6jdVzsPY/view

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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.

The Court issued the Memorandum Opinion Granting in Part and Denying in Part PREPA’s 

Motion for Entry of an Order Allowing Administrative Expense Claim for Compensation for 

Front-End Transition Services Under the Puerto Rico Transmission and Distribution System 

Operation and Maintenance Agreement with LUMA Energy [Dkt. No. 14607 and Dkt. No. 2258 

in Case No. 17-4780] on October 19, 2020, entering the Order Allowing Administrative Expense 

Claim for Certain Compensation for Front-End Transition Services Under the Puerto Rico 

Transmission and Distribution System Operation and Maintenance Agreement with LUMA 

Energy [Dkt. No. 14609 and Dkt. No. 2259 in Case No. 17-4780] the same day. These events 

triggered the transaction fee’s first installment under the express terms of Citigroup’s 

engagement agreement. The Fee Examiner has no independent basis on which to challenge the 

reasonableness or necessity of the transaction fee and, therefore, in the absence of any objection 

and with the endorsement of the Board’s management, recommends that the Court approve it on 

an interim basis without adjustment. 

RELIEF REQUESTED 

Once again in the continued absence of any objection, the Fee Examiner recommends 

that the Court approve, under PROMESA sections 316 and 317, the applications listed on 

Exhibits A and B, and permit the deferral of the applications listed on Exhibits C and D to the 

Case:17-03283-LTS Doc#:24383 Filed:05/31/23 Entered:05/31/23 17:45:29 Desc: Main

Document Page 15 of 34
16 

omnibus hearing scheduled for August 30, 2023, or a later date. Attached to this report as 

Attachment 1 is a proposed order consistent with the recommendations above, should the Court 

wish to enter it in advance of the upcoming omnibus hearing. 

Dated: May 31, 2023. 

WE HEREBY CERTIFY that on this date, we electronically filed the foregoing report 

with the Clerk of the Court using the CM/ECF system that will send notification of such filing to 

all attorneys of record registered in the use of the CM/ECF system. 

EDGE LEGAL, LLC 

 s/Eyck O. Lugo 

Eyck O. Lugo 

252 Ponce de León Avenue 

Citibank Tower, 12th Floor 

San Juan, PR 00918 

Telephone: (787) 522-2000 

Facsimile: (787) 522-2010 

Puerto Rico Counsel for Fee Examiner 

GODFREY & KAHN, S.C. 

One East Main Street, Suite 500 

Madison, WI 53703 

Telephone: (608) 257-3911 

Facsimile: (608) 257-0609 

Brady C. Williamson (Pro Hac Vice) 

Fee Examiner 

Katherine Stadler (Pro Hac Vice) 

Counsel for the Fee Examiner 

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Document Page 16 of 34
In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Sixth - Seventeenth Fee Period Applications Recommended: Applicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments 

1 Gierbolini & Carroll Law Offices, PSC [Dkt. No. 8016] 2/1/2019 - 5/31/2019 19,504.00 $ - $ 520.00 $ - $ 

2 Nixon Peabody LLP [Dkt. No. 9538] 2/1/2019 - 5/31/2019 371,931.00 $ 6,000.00 $ - $ - $ 

3 PJT Partners LP [Dkt. No. 8014] 2/1/2019 - 5/31/2019 5,000,000.00 $ - $ 333.16 $ 333.16 $ FN1 

4 Nixon Peabody LLP [Dkt. No. 9539] 6/1/2019 - 9/30/2019 80,805.00 $ 6,000.00 $ - $ - $ 

5 PJT Partners LP [Dkt. No. 9215] 6/1/2019 - 9/30/2019 5,000,000.00 $ - $ 6,980.89 $ 6,980.89 $ FN1 

6-a Ankura Consulting Group, LLC [Dkt. No. 14031] 10/1/2019 - 1/31/2020 4,568,311.20 $ 140,802.34 $ 226,836.98 $ 14,392.76 $ 

6-b Ankura Consulting Group, LLC [17-4780 Dkt. No. 1977] 10/1/2019 - 1/31/2020 2,129,389.00 $ 65,631.03 $ 170,218.54 $ 10,800.33 $ 

7 Nixon Peabody LLP [Dkt. No. 13600] 10/1/2019 - 1/31/2020 80,352.00 $ 6,000.00 $ - $ - $ 

8 PJT Partners LP [Dkt. No. 12401] 10/1/2019 - 1/31/2020 5,000,000.00 $ - $ 19,449.79 $ 19,449.79 $ FN1 

9-a Ankura Consulting Group, LLC [Dkt. No. 14924] 2/1/2020 - 5/31/2020 4,634,422.41 $ 142,839.99 $ 62,803.01 $ 3,984.84 $ 

9-b Ankura Consulting Group, LLC [Dkt. No. 15472 and 17-4780 Dkt. No. 2343] 2/1/2020 - 5/31/2020 2,151,665.50 $ 66,317.62 $ 50,582.41 $ 3,209.44 $ 

10 Nixon Peabody LLP [Dkt. No. 15553] 2/1/2020 - 5/31/2020 145,126.50 $ 6,000.00 $ - $ - $ 

11 PJT Partners LP [Dkt. No. 14041] 2/1/2020 - 5/31/2020 5,000,000.00 $ - $ 30,021.86 $ 30,021.86 $ FN1 

12-a Ankura Consulting Group, LLC [Dkt. No. 18095] 6/1/2020 - 9/30/2020 5,079,515.26 $ 156,558.43 $ - $ - $ 

12-b Ankura Consulting Group, LLC [17-4780 Dkt. No. 2377] 6/1/2020 - 9/30/2020 2,119,759.50 $ 65,334.23 $ - $ - $ 

13 Nixon Peabody LLP [Dkt. No. 15554] 6/1/2020 - 9/30/2020 350,033.00 $ 6,000.00 $ - $ - $ 

14 PJT Partners LP [Dkt. No. 15577] 6/1/2020 - 9/30/2020 5,000,000.00 $ - $ 2,426.81 $ 2,426.81 $ FN1 

15 PJT Partners LP [Dkt. No. 16945] 10/1/2020 - 1/31/2021 5,000,000.00 $ - $ - $ - $ 

16 PJT Partners LP [Dkt. No. 19494] 2/1/2021 - 5/31/2021 5,000,000.00 $ - $ 3,843.43 $ 3,843.43 $ FN1 

Financial Advisors to CommonwealthFinancial Advisors to PREPASpecial Counsel to FOMB - PREPAInvestment Banker and Financial Advisor to FOMBEleventh Interim Fee Period (October 1, 2020 - January 31, 2021)Investment Banker and Financial Advisor to FOMBTwelfth Interim Fee Period (February 1, 2021 - May 31, 2021)Investment Banker and Financial Advisor to FOMBTenth Interim Fee Period (June 1, 2020 - September 30, 2020)Investment Banker and Financial Advisor to FOMBEighth Interim Fee Period (October 1, 2019 - January 31, 2020)

Special Counsel to FOMB - PREPAInvestment Banker and Financial Advisor to FOMBNinth Interim Fee Period (February 1, 2020 - May 31, 2020)Special Counsel to FOMB - PREPAInvestment Banker and Financial Advisor to FOMBFinancial Advisors to CommonwealthFinancial Advisors to PREPAFinancial Advisors to PREPAFinancial Advisors to CommonwealthSpecial Counsel to FOMB - PREPASixth Interim Fee Period (February 1, 2019 - May 31, 2019)Counsel to FOMB Special Counsel to FOMB - PREPAInvestment Banker and Financial Advisor to FOMBSeventh Interim Fee Period (June 1, 2019 - September 30, 2019)

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Document Page 17 of 34
In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Sixth - Seventeenth Fee Period Applications Recommended: Applicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments 

17 PJT Partners LP [Dkt. No. 19805] 6/1/2021 - 9/30/2021 5,000,000.00 $ - $ - $ - $ FN1 

18 Ernst & Young LLP [Dkt. No. 21936] 10/1/2021 - 1/31/2022 10,926,263.15 $ 125,724.86 $ 42,630.73 $ 16,652.07 $ 

19 PJT Partners LP [Dkt. No. 22697] 10/1/2021 - 1/31/2022 5,000,000.00 $ - $ 3,989.43 $ 3,989.43 $ FN1 

20 Diaz & Vazquez Law Firm, P.S.C. [Dkt. No. 21898 and 17-4780 Dkt. No. 

2929] 10/1/2021 - 5/31/2022 4,453,997.50 $ 62,470.20 $ 35,807.43 $ 979.75 $ FN2 

21 Ernst & Young LLP [Dkt. No. 21935] 2/1/2022 - 3/15/2022 $ 41,876.14 3,639,293.65 $ 40,313.49 $ 15,746.93 $ 

22 Moelis & Company LLC [Dkt. No. 22153 and 17-4780 Dkt. No. 2952] 4/15/2022 - 5/31/2022 375,000.00 $ - $ 24,450.69 $ - $ 

23 PJT Partners LP [Dkt. No. 22700] 2/1/2022 - 5/31/2022 5,000,000.00 $ - $ 2,153.71 $ 2,153.71 $ FN1 

24 Brown Rudnick LLP [17-4780 Dkt. No. 3083] 6/1/2022 - 9/30/2022 138,069.00 $ 13,239.70 $ 1,343.36 $ 1,030.64 $ 

25-a Citigroup Global Markets Inc. [Dkt. No. 23201] 6/1/2022 - 9/30/2022 5,115,000.00 $ - $ 7,718.40 $ - $ 

25-b Citigroup Global Markets Inc. [Dkt. No. 23202] Transaction Fee 9,083,750.00 $ - $ - $ - $ 

26 Gierbolini & Carroll Law Offices, PSC [Dkt. No. 24211] 5/1/2022 - 6/30/2022 3,192.00 $ - $ - $ - $ 

27 Moelis & Company LLC [Dkt. No. 22859 and 17-4780 Dkt. No. 3081] 6/1/2022 - 9/30/2022 750,000.00 $ - $ 17,939.94 $ - $ 

28 PJT Partners LP [Dkt. No. 23388] 6/1/2022 - 9/30/2022 5,000,000.00 $ - $ 1,477.46 $ 1,477.46 $ FN1 

29 Alvarez & Marsal North America, LLC [Dkt. No. 23659 and 17-3567 Dkt. No. 1474] 10/1/2022 - 12/6/2022 37,944.00 $ - $ - $ - $ 

30 Bennazar, Garcia & Milian, C.S.P. [Dkt. No. 23904] 10/1/2022 - 1/31/2023 69,187.50 $ - $ - $ - $ 

31 Brown Rudnick LLP [17-4780 Dkt. No. 3331] 10/1/2022 - 1/31/2023 40,817.00 $ 5,592.80 $ 43.70 $ 38.70 $ 

32 Cardona Fernandez, Ileana C. [17-4780 Dkt. No. 3333] 10/1/2022 - 1/31/2023 3,420.00 $ - $ - $ - $ 

33 Casillas, Santiago & Torres, LLC [Dkt. No. 23817] 10/1/2022 - 1/31/2023 159,790.50 $ - $ 1,128.06 $ - $ 

Seventeenth Interim Fee Period (October 1, 2022 - January 31, 2023)

Advisor to the FOMB - HTALocal Counsel for the Official Committee of Retired EmployeesClaims Counsel to the FOMB acting through Special Claims Committee - PREPALocal Conflicts Counsel to the FOMB - PREPALocal Counsel to the Official Committee of Unsecured CreditorsInvestment Banker and Financial Advisor to FOMBInvestment Banker and Financial Advisor to FOMB - PREPA Transaction FeeCounsel to FOMB Financial Advisor for the Mediation Team - PREPAInvestment Banker and Financial Advisor to FOMBInvestment Banker and Financial Advisor to FOMBSixteenth Interim Fee Period (June 1, 2022 - September 30, 2022)Claims Counsel to the FOMB acting through Special Claims Committee - PREPAFifteenth Interim Fee Period (February 1, 2022 - May 31, 2022)Puerto Rico Counsel for PREPAFinancial Advisor to the FOMBFinancial Advisor for the Mediation Team - PREPAFinancial Advisor to the FOMBInvestment Banker and Financial Advisor to FOMBFourteenth Interim Fee Period (October 1, 2021 - January 31, 2022)

Investment Banker and Financial Advisor to FOMBThirteenth Interim Fee Period (June 1, 2021 - September 30, 2021)

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Document Page 18 of 34
In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Sixth - Seventeenth Fee Period Applications Recommended: Applicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments 

34 Continental PLLC [Dkt. No. 23808] 10/1/2022 - 1/31/2023 143,951.20 $ 4,135.88 $ - $ - $ 

35 DGC a division of PKF O'Connor Davies, LLP [17-4780 Dkt. No. 3335] 10/1/2022 - 1/31/2023 21,825.00 $ 712.50 $ - $ - $ 36 FTI Consulting, Inc. [Dkt. No. 23803] 10/1/2022 - 1/31/2023 18,532.50 $ - $ - $ - $ 

37 Genovese Joblove & Battista, P.A. [Dkt. No. 23797] 8/1/2022 - 12/31/2022 17,259.20 $ - $ 2,069.08 $ 205.60 $ FN3 

38 Kroma Advertising, Inc. [Dkt. No. 23810] 8/16/2022 - 12/15/2022 20,000.00 $ - $ - $ - $ 

39 London Economics International LLC [Dkt. No. 23811] 10/1/2022 - 1/31/2023 134,115.00 $ 1,852.50 $ 2,507.95 $ - $ 

40 Moelis & Company LLC [Dkt. No. 23818 and 17-4780 Dkt. No. 3341] 10/1/2022 - 1/31/2023 600,000.00 $ - $ 7,408.53 $ - $ 

41 Paul Hastings LLP [Dkt. No. 23813] 10/1/2022 - 1/31/2023 1,828,675.28 $ 84,185.73 $ 17,118.43 $ - $ FN4

42 PJT Partners LP [Dkt. No. 24200] 10/1/2022 - 11/30/2022 2,500,000.00 $ - $ 2,880.28 $ 2,880.28 $ FN1 

43 Zolfo Cooper, LLC [Dkt. No. 23812] 10/1/2022 - 1/31/2023 $ 247.86 304,511.00 $ - $ - $ FN5 

Investment Banker and Financial Advisor to FOMBFinancial Advisor to the Official Committee of Unsecured CreditorsFN 2 - The recommended fee adjustment includes $4,020.00 that was not supported by the data submitted by the professional.FN 5 - The Fee Examiner recommends that a portion of the foregoing stipulated fee reductions ($94.86) be included with the agreed overall 20 percent reduction in total fees sought by Zolfo Co

which fee application is subject to Court approval.Communications Advisor to the Official Committee of Unsecured CreditorsFinancial Advisor to the Official Committee of Unsecured CreditorsFinancial Advisor for the Mediation Team - PREPACounsel to the Official Committee of Unsecured CreditorsFN 4 – The Fee Examiner recommends that, for the seventeenth interim fee period, and only this period, the foregoing stipulated fee reductions, other than $42,092.87, on account of certain ne

overall 20 percent reduction, as agreed by Paul Hastings LLP, in total fees sought by Paul Hastings LLP as part of its final fee application, which fee application is subject to Court approval. To the Interim Compensation Order, the Debtors are authorized and directed to pay Paul Hastings LLP 80 percent of the fees in the amount of $1,786,582.41 (i.e., $1,984,534.50 minus (a) the aforemecredits of $155,859.22 for fee reductions pursuant to the orders approving Paul Hastings’ Fourteenth, Fifteenth, and Sixteenth Interim Fee Applications).FN 1 - PJT Partners LP expenses are recommended for interim disallowance without prejudice. The professional is compiling documentation to verify compliance with Oversight Board expense 

recommend expense allowances, with any necessary adjustments, in connection with the final fee application.FN 3 - The application is titled as a final, however, the professional will be filing a separate final fee application to conform to the procedures set forth in the Third Amended Compensation Orde

in this application are recommended on an interim basis.Special Litigation Counsel to Official Committee of Unsecured CreditorsSpecial Litigation and Conflicts Counsel to the Official Committee of Unsecured CreditorsFinancial Advisor to the FOMB acting through Special Claims Committee - PREPAFinancial Advisor to the Official Committee of Retired Employees

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Document Page 19 of 34
FINAL Fee Applications Recommended: Applicant Compensation Period Final Fees Requested 

 Fee Examiner's 

Recommended 

Fee Adjustments 

 Final Expenses 

Requested 

 Fee Examiner's 

Recommended 

Expense 

Adjustments 

 Fin

Recom

Ap

1 McKinsey & Company Puerto Rico Consulting, Inc. [Dkt. No. 23789] 7/1/2017 - 3/15/2022 75,317,675.00 $ - $ - $ - $ 7

$ 

2 Phoenix Management Services, LLC [Dkt. No. 23494] 8/4/2017 - 1/21/2022 2,935,747.69 $ - $ 84,283.34 $ - $ 

$ 

Consulting Services Provider to FOMBFinancial Advisor to the Mediation Team

In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

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Document Page 20 of 34
In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Eleventh - Seventeenth Fee Period Applications Deferred: Applicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments 

1-a Ankura Consulting Group, LLC [Dkt. No. 18168] 10/1/2020 - 1/31/2021 4,613,452.36 $ 68,005.73 $ 

1-b Ankura Consulting Group, LLC [Dkt. No. 17831] 10/1/2020 - 1/31/2021 1,850,867.90 $ 36,019.70 $ 

2 Ankura Consulting Group, LLC [Dkt. No. 19189, 19634 and 17-4780 Dkt. No. 2650] 2/1/2021 - 5/31/2021 5,901,035.25 $ 196,557.40 $ 

3-a Ankura Consulting Group, LLC [Dkt. No. 23806] 6/1/2021 - 9/30/2021 5,167,254.37 $ 338,847.42 $ 

3-b Ankura Consulting Group, LLC [Dkt. No. 22693 and 17-4780 Dkt. No. 3054] 6/1/2021 - 9/30/2021 2,021,473.70 $ - $ 

4 O'Neill & Borges LLC [Dkt. No. 22967] 6/1/2021 - 9/30/2021 392,513.85 $ 3,460.20 $ 

5-a Proskauer Rose LLP [Dkt. No. 23907] 6/1/2021 - 9/30/2021 20,889,331.30 $ 1,312,554.66 $ 

5-b Proskauer Rose LLP [17-3566 Dkt. No. 1408] 6/1/2021 - 10/31/2021 22,109.20 $ 29,334.62 $ 

5-c Proskauer Rose LLP [17-3567 Dkt. No. 1479] 6/1/2021 - 9/30/2021 468,657.60 $ 9,807.74 $ 

5-d Proskauer Rose LLP [19-5523 Dkt. No. 359] 6/1/2021 - 9/30/2021 169,962.30 $ 1,376.00 $ 

5-e Proskauer Rose LLP [17-4780 Dkt. No. 3368] 6/1/2021 - 9/30/2021 2,709,415.70 $ 85,912.92 $ 

6-a Ankura Consulting Group, LLC [Dkt. No. 23807] 10/1/2021 - 1/31/2022 5,098,101.62 $ 294,811.71 $ 

6-b Ankura Consulting Group, LLC [Dkt. No. 23746 and 17-4780 Dkt. No. 3320] 10/1/2021 - 1/31/2022 1,760,748.30 $ 2,896.41 $ 

7 O'Neill & Borges LLC [Dkt. No. 22969] 10/1/2021 - 1/31/2022 358,713.45 $ 1,131.80 $ 

8-a Proskauer Rose LLP [Dkt. No. 23997] 10/1/2021 - 1/31/2022 16,787,738.70 $ 957,153.15 $ 

8-b Proskauer Rose LLP [17-3567 Dkt. No. 1482] 10/1/2021 - 1/31/2022 1,273,837.30 $ 6,776.20 $ 

8-c Proskauer Rose LLP [17-4780 Dkt. No. 3387] 10/1/2021 - 1/31/2022 2,407,843.00 $ 62,036.25 $ 

Puerto Rico Counsel to the FOMBCounsel for the FOMB - CommonwealthCounsel for the FOMB - HTACounsel for the FOMB - PREPATwelfth Interim Fee Period (February 1, 2021 - May 31, 2021)Financial Advisors - PREPA

Financial Advisors - PREPAFinancial Advisors to C

W

Financial Advisors - PREPAPuerto Rico Counsel to the FOMBCounsel for the FOMB - CommonwealthCounsel for the FOMB - ERSCounsel for the FOMB - HTACounsel for the FOMB - PBACounsel for the FOMB - PREPAFourteenth Interim Fee Period (October 1, 2021 - January 31, 2022)Financial Advisors to C

W

Thirteenth Interim Fee Period (June 1, 2021 - September 30, 2021)Eleventh Interim Fee Period (October 1, 2020 - January 31, 2021)Financial Advisors - CommonwealthFinancial Advisors - PREPA

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Document Page 21 of 34
In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Eleventh - Seventeenth Fee Period Applications Deferred: Applicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments 

9 Ankura Consulting Group, LLC [Dkt. No. 23816 and 17-4780 Dkt. No. 3339] 2/1/2022 - 5/31/2022 2,322,385.40 $ 4,327.66 $ 

10 King & Spalding LLP [Dkt. No. 21497, 21718, 21719 and 17-4780 Dkt. No. 

2891, 2915, 2916] 8/1/2017 - 3/31/2022 28,212,229.38 $ 297,297.70 $ FN1

11 O'Neill & Borges LLC [Dkt. No. 22971] 2/1/2022 - 5/31/2022 123,255.45 $ 607.20 $ 

12-a Ankura Consulting Group, LLC [Dkt. No. 23819] 2/1/2022 - 9/30/2022 3,082,745.86 $ 125,828.52 $ 

12-b Ankura Consulting Group, LLC [Dkt. No. 23843 and 17-4780 Dkt. No. 3351] 6/1/2022 - 9/30/2022 2,185,898.90 $ 15,918.93 $ 

13 Norton Rose Fulbright US LLP [Dkt. No. 23497 and 17-4780 Dkt. No. 

3196] 2/1/2022 - 9/30/2022 222,711.00 $ - $ 

14 Wolfe, Andrew [Dkt. No. 23688] 3/16/2022 - 6/30/2022 6,725.00 $ 450.00 $ 

15 Brattle Group, Inc., The [Dkt. No. 24023 and 17-4780 Dkt. No. 3403] 10/1/2022 - 1/31/2023 1,013,869.13 $ 3,457.22 $ 16 King & Spalding LLP [Dkt. No. 23814 and 17-4780 Dkt. No. 3338] 4/1/2022 - 1/31/2023 2,434,294.90 $ 1,079.05 $ 

17 Norton Rose Fulbright US LLP [Dkt. No. 23820 and 17-4780 Dkt. No. 3342] 10/1/2022 - 1/31/2023 40,474.50 $ - $ 

Counsel to PREPASpecial Debt Financing Counsel to PREPAMacroeconomic Consultant to the FOMB

Seventeenth Interim Fee Period (October 1, 2022 - January 31, 2023)

Economic Consultant to FOMB - PREPASpecial Debt Financing Counsel to PREPAPuerto Rico Counsel to the FOMB

Sixteenth Interim Fee Period (June 1, 2022 - September 30, 2022)

Financial Advisors - C

W

Financial Advisors - PREPACounsel to PREPAFN1 - The fee application lists a fee period from August 1, 2018 through March 31, 2022; however, the data supplied to the Fee Examiner is for a period beginning on August 1, 2017.

Fifteenth Interim Fee Period (February 1, 2022 - May 31, 2022)Financial Advisors - PREPA

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Document Page 22 of 34
FINAL Fee Applications Deferred: Applicant Compensation Period Final Fees Requested 

 Fee Examiner's 

Recommended 

Fee Adjustments 

 Final Expenses 

Requested 

 Fee Examiner's 

Recommended 

Expense 

Adjustments 

 Fin

Recom

Ap

1-a Alvarez & Marsal North America, LLC [Dkt. No. 23125] 8/2/2018 - 3/15/2022 28,351,249.38 $ 150,220.27 $ 

1-b Alvarez & Marsal North America, LLC [Dkt. No. 23129 and 17- 3566 Dkt. No. 1393] 8/2/2018 - 3/15/2022 3,805,198.30 $ - $ 

1-c Alvarez & Marsal North America, LLC [Dkt. No. 23127 and 19- 5523 Dkt. No. 348] 4/30/2021 - 3/15/2022 195,172.92 $ - $ 

2-a Brown Rudnick LLP [Dkt. No. 21499] 11/2/2018 - 3/15/2022 TBD TBD

2-b Brown Rudnick LLP [17-3566 Dkt. No. 1357] 11/18/2018 - 3/15/2022 TBD TBD

3-a DiCicco, Gulman & Company LLP [Dkt. No. 21501] 2/26/2019 - 3/15/2022 7,328,471.05 $ - $ 

3-b DiCicco, Gulman & Company LLP [17-3566 Dkt. No. 1358] 2/26/2019 - 3/15/2022 410,888.91 $ - $ 

3-c DiCicco, Gulman & Company LLP [19-5523 Dkt. No. 324] 2/26/2019 - 3/15/2022 75,187.50 $ - $ 

4 O'Melveny & Myers LLP [17-3284 Dkt. No. 640] 5/5/2017 - 2/12/2019 8,674,704.03 $ 78,506.01 $ 

5 Wolfe, Andrew [Dkt. No. 21453, 23689 amended] 8/1/2017 - 6/30/2022 1,039,129.00 $ 55,618.53 $ 

Claims Counsel to FOMB - ERS

In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Consultants to the FOMB - CommonwealthConsultants to the FOMB - ERSConsultants to the FOMB - Public Buildings AuthorityClaims Counsel to FOMB - CommonwealthMacroeconomic Consultant to the FOMB - CommonwealthFinancial Advisor to FOMB - CommonwealthFinancial Advisor to FOMB - ERSFinancial Advisor to FOMB - PBACounsel to AAFAF - COFINA

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Document Page 23 of 34
Fee Period Fees Requested Recommended Adjustments Fees Approved by Court Expenses Requested Recommended Adjustments Expenses Approved by Court 

First Interim*

[Dkt No. 2073]

(7/1/2017 – 9/30/2017)

$1,480,000.00 $0.00 $1,480,000.00 $0.00 $0.00 $0.00 

Second Interim

[Dkt No. 2756]

(10/1/2017 – 1/31/2018)

$6,550,000.00 $0.00 $6,550,000.00 $0.00 $0.00 $0.00 

Third Interim**

[Dkt No. 3580]

(2/1/2018 – 5/31/2018)

$7,237,000.00 $0.00 $7,237,000.00 $0.00 $0.00 $0.00 

Fourth Interim

[Dkt No. 4333]

(6/1/2018 – 9/30/2018)

$5,670,000.00 $0.00 $5,670,000.00 $0.00 $0.00 $0.00 

Fifth Interim

[Dkt. No. 5804]

(10/1/2018 – 1/31/2.019)

$5,670,000.00 $0.00 $5,670,000.00 $0.00 $0.00 $0.00 

Sixth Interim

[Dkt. No. 8008]

(2/1/2019 – 5/31/2019)

$5,670,000.00 $0.00 $5,670,000.00 $0.00 $0.00 $0.00 

Seventh Interim

[Dkt. No. 13756]

(6/1/2019 – 6/30/2019)

$1,417,500.00 $0.00 $1,417,500.00 $0.00 $0.00 $0.00 

Seventh, Eighth, 

and Ninth Interim

[Dkt. No. 13759]

(7/1/2019 – 5/31/2020)

$15,138,625.00 $0.00 $15,138,625.00 $0.00 $0.00 $0.00 

Tenth Interim

[Dkt. No. 15459]

(6/1/2020 – 9/30/2020)

$4,728,300.00 $0.00 $4,728,300.00 $0.00 $0.00 $0.00 

Eleventh Interim

[Dkt. No. 16446]

(10/1/2020 – 1/31/2021)

$3,711,250.00 $0.00 $3,711,250.00 $0.00 $0.00 $0.00 

Twelfth Interim

[Dkt. No. 18003]

(2/1/2021 – 5/31/2021)

$5,492,500.00 $0.00 $5,492,500.00 $0.00 $0.00 $0.00 

Thirteenth Interim

[Dkt. No. 21181]

(6/1/2021 – 9/30/2021)

$5,670,000.00 $0.00 $5,670,000.00 $0.00 $0.00 $0.00 

MCKINSEY & COMPANY PUERTO RICO CONSULTING, INC

Summary of Interim Fee Applications - CW

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Document Page 24 of 34
Fourteenth Interim

[Dkt. No. 21182]

(10/1/2021 – 1/31/2022)

$5,322,500.00 $0.00 $5,322,500.00 $0.00 $0.00 $0.00 

Fifteenth Interim

[Dkt. No. 21546]

(2/1/2022 – 3/15/2022)

$1,560,000.00 $0.00 $1,560,000.00 $0.00 $0.00 $0.00 

$75,317,675.00 $0.00

*McKinsey's first interim fee application combined all fees for the HTA, PREPA, and Commonwealth workstreams. This exhibit lists amounts requested and approved for the **McKinsey's third interim fee application understated the amount requested by $500.00, necessitating the adjustment noted in the Final Fee Application Recommendation*** The order approving McKinsey's third interim Commonwealth fee application erroneously listed the application as a COFINA application. McKinsey did not have a COFI

$500.00 

Total Fees and Expenses Approved by Interim Order:

Final Fee Application Recommendation

Docket Number Final Fee Period Dates Fees 

Final Recommended Fee Award $75,318,175.00 

Final [Dkt. No. 23789] 7/1/2017 – 3/15/2022 $75,317,675.00 

Final Recommended Adjustments

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Document Page 25 of 34
Attachment 1

Case:17-03283-LTS Doc#:24383 Filed:05/31/23 Entered:05/31/23 17:45:29 Desc: Main

Document Page 26 of 34
UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

As a representative of 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

) 

) 

) 

) 

) 

)

) 

)

)

)

)

)

)

)

)

)

)

) 

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

Re: ECF Dkt. Nos. 8014, 8016, 9215, 9538, 

9539, 12401, 13600, 14031, 14041, 14924, 

15472, 15553, 15554, 15577, 16945, 18095, 

19494, 19805, 21898, 21935, 21936, 22153, 

22697, 22700, 22859, 23201, 23202, 23388, 

23494, 23659, 23789, 23797, 23803, 23808, 

23810, 23811, 23812, 23813, 23817, 23818, 

23904, 24200, 24211 

Case No. 17-3567 Dkt. No. 1474 

Case No. 17-4780 Dkt. Nos. 1977, 2343, 

2377, 2929, 2952, 3081, 3083, 3331, 3333, 

3335, 3341 

OMNIBUS ORDER AWARDING: (I.) INTERIM ALLOWANCE OF COMPENSATION 

FOR PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF 

EXPENSES FOR THE SEVENTEENTH INTERIM (OCTOBER 1, 2022 – JANUARY 31, 

2023) AND PRIOR COMPENSATION PERIODS; (II.) FINAL ALLOWANCE OF 

COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES FOR THE FINAL FEE PERIOD FOR CERTAIN 

PROFESSIONALS 

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); and, (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case 

No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747) 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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Document Page 27 of 34
2 

This matter coming before the Court on the interim fee applications (together Docket 

Entry Nos. 8014, 8016, 9215, 9538, 9539, 12401, 13600, 14031, 14041, 14924, 15472, 15553, 

15554, 15577, 16945, 18095, 19494, 19805, 21898, 21935, 21936, 22153, 22697, 22700, 22859, 

23201, 23202, 23388, 23494, 23659, 23789, 23797, 23803, 23808, 23810, 23811, 23812, 23813, 

23817, 23818, 23904, 24200, 24211 [Case No. 17-3283], 1474 [Case No. 17-3567], 1977, 2343, 

2377, 2929, 2952, 3081, 3083, 3331, 3333, 3335, 3341 [Case No. 17-4780], the 

(“Applications”)), all as indicated as “Recommended for Approval” on the attached Exhibit A 

and Exhibit B, pursuant to sections 316 and 317 of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA), Pub. L. No. 114-187, §§ 316, 317, 130 Stat., 549, 584-85 

(2016), and Rule 2016 of the Local Rules of Bankruptcy Practice and Procedure of the 

U.S. Bankruptcy Court for the District of Puerto Rico, for the interim allowance of certain fees, 

including all holdbacks and expenses incurred by the Applicants for the specific period of time 

set forth in each of the Applications (the “Compensation Periods”); filed in accordance with the 

Order Setting Procedures for Interim Compensation and Reimbursement of Expenses for 

Professionals [Dkt. No. 1150] (the “Interim Compensation Order”); the First Amended Order 

Setting Procedures for Interim Compensation and Reimbursement of Expenses of Professionals

[Dkt. No. 1715] (the “First Amended Interim Compensation Order”); the Second Amended 

Order Setting Procedures for Interim Compensation and Reimbursement of Expenses of 

Professionals [Dkt. No. 3269] (the “Second Amended Interim Compensation Order”); the 

Third Amended Order Setting Procedures for Interim and Final Compensation and 

Reimbursement of Expenses of Professionals [Dkt. No. 20546] (the “Third Amended Interim 

Compensation Order”); the Order Pursuant to PROMESA Sections 316 and 317 and 

Bankruptcy Code Section 105(A) Appointing a Fee Examiner and Related Relief [Dkt. No. 1416] 

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Document Page 28 of 34
3 

(the “Fee Examiner Order”); and the First Amended Order Pursuant to PROMESA 

Sections 316 and 317 and Bankruptcy Code Section 105(A) Appointing a Fee Examiner and 

Related Relief [Dkt. No. 3324] (the “First Amended Fee Examiner Order”); and the Court 

having reviewed the Applications and/or the report filed by the Fee Examiner with respect to the 

Applications [see Dkt. No. ____]; and the Court finding that: (a) the Court has jurisdiction over 

this matter pursuant to PROMESA section 306(a); and (b) notice of the Applications and the 

hearing thereon being adequate under the circumstances; and (c) all parties with notice of the 

Applications having been afforded the opportunity to be heard on the Applications; 

IT IS HEREBY ORDERED THAT: 

1. The Applications are GRANTED on an interim basis as set forth on the attached 

Exhibit A. 

2. Each of the Applicants is allowed (a) interim compensation for services rendered 

during the Compensation Periods and (b) interim reimbursement for actual and necessary 

expenses incurred during the Compensation Periods, each in the respective and adjusted amounts 

set forth on the attached Exhibit A, including, except as otherwise indicated, any and all 

holdbacks. 

3. To the extent not already paid pursuant to the Interim Compensation Order, the 

Debtors are hereby authorized and directed to pay each of the Applicants 100 percent of the fees 

and 100 percent of the expenses listed on Exhibit A under the columns “Interim Fees 

Recommended for Approval” and “Interim Expenses Recommended for Approval,” respectively, 

for services rendered and expenses incurred during the Compensation Periods. 

4. The Applications listed on the attached Exhibit B are GRANTED on a final basis. 

To the extent not already paid pursuant to the Interim Compensation Order, the Debtors are 

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Document Page 29 of 34
4 

hereby authorized and directed to pay the Applicants listed on Exhibit B 100 percent of the fees 

and 100 percent of the expenses listed under the columns “Final Fees Recommended for 

Approval” and “Final Expenses Recommended for Approval.” 

5. Pursuant to the Fee Examiner’s report, the interim fee applications listed on 

Exhibit C and the final applications listed on Exhibit D of the report Docket Entry Nos. 640 

[Case No. 17-3284], 1357, 1358, 1393, 1408 [Case No. 17-3566], 1479, 1482 [Case No. 17-

3567], 2650, 2891, 2915, 2916, 3054, 3196, 3320, 3338, 3339, 3342, 3351, 3368, 3387, 3403 

[Case No. 17-4780], 17831, 18168, 19189, 19634, 21453, 21497, 21499, 21501, 21718, 21719, 

22693, 22967, 22969, 22971, 23125, 23127, 23129, 23497, 23688, 23689, 23746, 23806, 23807, 

23814, 23816, 23819, 23820, 23843, 23907, 23997, 24023 [Case No. 17-3283], 324, 348, 359 

[Case No. 19-5523] remain adjourned for consideration at a later hearing date. 

6. This Order resolves Docket Entry Nos. 8014, 8016, 9215, 9538, 9539, 12401, 

13600, 14031, 14041, 14924, 15472, 15553, 15554, 15577, 16945, 18095, 19494, 19805, 21898, 

21935, 21936, 22153, 22697, 22700, 22859, 23201, 23202, 23388, 23494, 23659, 23789, 23797, 

23803, 23808, 23810, 23811, 23812, 23813, 23817, 23818, 23904, 24200, 24211 [Case No. 17-

3283], 1474 [Case No. 17-3567], 1977, 2343, 2377, 2929, 2952, 3081, 3083, 3331, 3333, 3335, 

3341 [Case No. 17-4780]. 

SO ORDERED. 

Dated: June ____, 2023 

 

LAURA TAYLOR SWAIN 

United States District Judge 

29400202.1 

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Document Page 30 of 34
In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Sixth - Seventeenth Fee Period Applications Recommended: Applicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments 

1 Gierbolini & Carroll Law Offices, PSC [Dkt. No. 8016] 2/1/2019 - 5/31/2019 19,504.00 $ - $ 520.00 $ - $ 

2 Nixon Peabody LLP [Dkt. No. 9538] 2/1/2019 - 5/31/2019 371,931.00 $ 6,000.00 $ - $ - $ 

3 PJT Partners LP [Dkt. No. 8014] 2/1/2019 - 5/31/2019 5,000,000.00 $ - $ 333.16 $ 333.16 $ FN1 

4 Nixon Peabody LLP [Dkt. No. 9539] 6/1/2019 - 9/30/2019 80,805.00 $ 6,000.00 $ - $ - $ 

5 PJT Partners LP [Dkt. No. 9215] 6/1/2019 - 9/30/2019 5,000,000.00 $ - $ 6,980.89 $ 6,980.89 $ FN1 

6-a Ankura Consulting Group, LLC [Dkt. No. 14031] 10/1/2019 - 1/31/2020 4,568,311.20 $ 140,802.34 $ 226,836.98 $ 14,392.76 $ 

6-b Ankura Consulting Group, LLC [17-4780 Dkt. No. 1977] 10/1/2019 - 1/31/2020 2,129,389.00 $ 65,631.03 $ 170,218.54 $ 10,800.33 $ 

7 Nixon Peabody LLP [Dkt. No. 13600] 10/1/2019 - 1/31/2020 80,352.00 $ 6,000.00 $ - $ - $ 

8 PJT Partners LP [Dkt. No. 12401] 10/1/2019 - 1/31/2020 5,000,000.00 $ - $ 19,449.79 $ 19,449.79 $ FN1 

9-a Ankura Consulting Group, LLC [Dkt. No. 14924] 2/1/2020 - 5/31/2020 4,634,422.41 $ 142,839.99 $ 62,803.01 $ 3,984.84 $ 

9-b Ankura Consulting Group, LLC [Dkt. No. 15472 and 17-4780 Dkt. No. 2343] 2/1/2020 - 5/31/2020 2,151,665.50 $ 66,317.62 $ 50,582.41 $ 3,209.44 $ 

10 Nixon Peabody LLP [Dkt. No. 15553] 2/1/2020 - 5/31/2020 145,126.50 $ 6,000.00 $ - $ - $ 

11 PJT Partners LP [Dkt. No. 14041] 2/1/2020 - 5/31/2020 5,000,000.00 $ - $ 30,021.86 $ 30,021.86 $ FN1 

12-a Ankura Consulting Group, LLC [Dkt. No. 18095] 6/1/2020 - 9/30/2020 5,079,515.26 $ 156,558.43 $ - $ - $ 

12-b Ankura Consulting Group, LLC [17-4780 Dkt. No. 2377] 6/1/2020 - 9/30/2020 2,119,759.50 $ 65,334.23 $ - $ - $ 

13 Nixon Peabody LLP [Dkt. No. 15554] 6/1/2020 - 9/30/2020 350,033.00 $ 6,000.00 $ - $ - $ 

14 PJT Partners LP [Dkt. No. 15577] 6/1/2020 - 9/30/2020 5,000,000.00 $ - $ 2,426.81 $ 2,426.81 $ FN1 

15 PJT Partners LP [Dkt. No. 16945] 10/1/2020 - 1/31/2021 5,000,000.00 $ - $ - $ - $ 

16 PJT Partners LP [Dkt. No. 19494] 2/1/2021 - 5/31/2021 5,000,000.00 $ - $ 3,843.43 $ 3,843.43 $ FN1 

Financial Advisors to CommonwealthFinancial Advisors to PREPASpecial Counsel to FOMB - PREPAInvestment Banker and Financial Advisor to FOMBEleventh Interim Fee Period (October 1, 2020 - January 31, 2021)Investment Banker and Financial Advisor to FOMBTwelfth Interim Fee Period (February 1, 2021 - May 31, 2021)Investment Banker and Financial Advisor to FOMBTenth Interim Fee Period (June 1, 2020 - September 30, 2020)Investment Banker and Financial Advisor to FOMBEighth Interim Fee Period (October 1, 2019 - January 31, 2020)

Special Counsel to FOMB - PREPAInvestment Banker and Financial Advisor to FOMBNinth Interim Fee Period (February 1, 2020 - May 31, 2020)Special Counsel to FOMB - PREPAInvestment Banker and Financial Advisor to FOMBFinancial Advisors to CommonwealthFinancial Advisors to PREPAFinancial Advisors to PREPAFinancial Advisors to CommonwealthSpecial Counsel to FOMB - PREPASixth Interim Fee Period (February 1, 2019 - May 31, 2019)Counsel to FOMB Special Counsel to FOMB - PREPAInvestment Banker and Financial Advisor to FOMBSeventh Interim Fee Period (June 1, 2019 - September 30, 2019)

 29014232.1 

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Document Page 31 of 34
In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Sixth - Seventeenth Fee Period Applications Recommended: Applicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments 

17 PJT Partners LP [Dkt. No. 19805] 6/1/2021 - 9/30/2021 5,000,000.00 $ - $ - $ - $ FN1 

18 Ernst & Young LLP [Dkt. No. 21936] 10/1/2021 - 1/31/2022 10,926,263.15 $ 125,724.86 $ 42,630.73 $ 16,652.07 $ 

19 PJT Partners LP [Dkt. No. 22697] 10/1/2021 - 1/31/2022 5,000,000.00 $ - $ 3,989.43 $ 3,989.43 $ FN1 

20 Diaz & Vazquez Law Firm, P.S.C. [Dkt. No. 21898 and 17-4780 Dkt. No. 

2929] 10/1/2021 - 5/31/2022 4,453,997.50 $ 62,470.20 $ 35,807.43 $ 979.75 $ FN2 

21 Ernst & Young LLP [Dkt. No. 21935] 2/1/2022 - 3/15/2022 $ 41,876.14 3,639,293.65 $ 40,313.49 $ 15,746.93 $ 

22 Moelis & Company LLC [Dkt. No. 22153 and 17-4780 Dkt. No. 2952] 4/15/2022 - 5/31/2022 375,000.00 $ - $ 24,450.69 $ - $ 

23 PJT Partners LP [Dkt. No. 22700] 2/1/2022 - 5/31/2022 5,000,000.00 $ - $ 2,153.71 $ 2,153.71 $ FN1 

24 Brown Rudnick LLP [17-4780 Dkt. No. 3083] 6/1/2022 - 9/30/2022 138,069.00 $ 13,239.70 $ 1,343.36 $ 1,030.64 $ 

25-a Citigroup Global Markets Inc. [Dkt. No. 23201] 6/1/2022 - 9/30/2022 5,115,000.00 $ - $ 7,718.40 $ - $ 

25-b Citigroup Global Markets Inc. [Dkt. No. 23202] Transaction Fee 9,083,750.00 $ - $ - $ - $ 

26 Gierbolini & Carroll Law Offices, PSC [Dkt. No. 24211] 5/1/2022 - 6/30/2022 3,192.00 $ - $ - $ - $ 

27 Moelis & Company LLC [Dkt. No. 22859 and 17-4780 Dkt. No. 3081] 6/1/2022 - 9/30/2022 750,000.00 $ - $ 17,939.94 $ - $ 

28 PJT Partners LP [Dkt. No. 23388] 6/1/2022 - 9/30/2022 5,000,000.00 $ - $ 1,477.46 $ 1,477.46 $ FN1 

29 Alvarez & Marsal North America, LLC [Dkt. No. 23659 and 17-3567 Dkt. No. 1474] 10/1/2022 - 12/6/2022 37,944.00 $ - $ - $ - $ 

30 Bennazar, Garcia & Milian, C.S.P. [Dkt. No. 23904] 10/1/2022 - 1/31/2023 69,187.50 $ - $ - $ - $ 

31 Brown Rudnick LLP [17-4780 Dkt. No. 3331] 10/1/2022 - 1/31/2023 40,817.00 $ 5,592.80 $ 43.70 $ 38.70 $ 

32 Cardona Fernandez, Ileana C. [17-4780 Dkt. No. 3333] 10/1/2022 - 1/31/2023 3,420.00 $ - $ - $ - $ 

33 Casillas, Santiago & Torres, LLC [Dkt. No. 23817] 10/1/2022 - 1/31/2023 159,790.50 $ - $ 1,128.06 $ - $ 

Seventeenth Interim Fee Period (October 1, 2022 - January 31, 2023)

Advisor to the FOMB - HTALocal Counsel for the Official Committee of Retired EmployeesClaims Counsel to the FOMB acting through Special Claims Committee - PREPALocal Conflicts Counsel to the FOMB - PREPALocal Counsel to the Official Committee of Unsecured CreditorsInvestment Banker and Financial Advisor to FOMBInvestment Banker and Financial Advisor to FOMB - PREPA Transaction FeeCounsel to FOMB Financial Advisor for the Mediation Team - PREPAInvestment Banker and Financial Advisor to FOMBInvestment Banker and Financial Advisor to FOMBSixteenth Interim Fee Period (June 1, 2022 - September 30, 2022)Claims Counsel to the FOMB acting through Special Claims Committee - PREPAFifteenth Interim Fee Period (February 1, 2022 - May 31, 2022)Puerto Rico Counsel for PREPAFinancial Advisor to the FOMBFinancial Advisor for the Mediation Team - PREPAFinancial Advisor to the FOMBInvestment Banker and Financial Advisor to FOMBFourteenth Interim Fee Period (October 1, 2021 - January 31, 2022)

Investment Banker and Financial Advisor to FOMBThirteenth Interim Fee Period (June 1, 2021 - September 30, 2021)

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In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

Sixth - Seventeenth Fee Period Applications Recommended: Applicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments 

34 Continental PLLC [Dkt. No. 23808] 10/1/2022 - 1/31/2023 143,951.20 $ 4,135.88 $ - $ - $ 

35 DGC a division of PKF O'Connor Davies, LLP [17-4780 Dkt. No. 3335] 10/1/2022 - 1/31/2023 21,825.00 $ 712.50 $ - $ - $ 36 FTI Consulting, Inc. [Dkt. No. 23803] 10/1/2022 - 1/31/2023 18,532.50 $ - $ - $ - $ 

37 Genovese Joblove & Battista, P.A. [Dkt. No. 23797] 8/1/2022 - 12/31/2022 17,259.20 $ - $ 2,069.08 $ 205.60 $ FN3 

38 Kroma Advertising, Inc. [Dkt. No. 23810] 8/16/2022 - 12/15/2022 20,000.00 $ - $ - $ - $ 

39 London Economics International LLC [Dkt. No. 23811] 10/1/2022 - 1/31/2023 134,115.00 $ 1,852.50 $ 2,507.95 $ - $ 

40 Moelis & Company LLC [Dkt. No. 23818 and 17-4780 Dkt. No. 3341] 10/1/2022 - 1/31/2023 600,000.00 $ - $ 7,408.53 $ - $ 

41 Paul Hastings LLP [Dkt. No. 23813] 10/1/2022 - 1/31/2023 1,828,675.28 $ 84,185.73 $ 17,118.43 $ - $ FN4

42 PJT Partners LP [Dkt. No. 24200] 10/1/2022 - 11/30/2022 2,500,000.00 $ - $ 2,880.28 $ 2,880.28 $ FN1 

43 Zolfo Cooper, LLC [Dkt. No. 23812] 10/1/2022 - 1/31/2023 $ 247.86 304,511.00 $ - $ - $ FN5 

Investment Banker and Financial Advisor to FOMBFinancial Advisor to the Official Committee of Unsecured CreditorsFN 2 - The recommended fee adjustment includes $4,020.00 that was not supported by the data submitted by the professional.FN 5 - The Fee Examiner recommends that a portion of the foregoing stipulated fee reductions ($94.86) be included with the agreed overall 20 percent reduction in total fees sought by Zolfo Co

which fee application is subject to Court approval.Communications Advisor to the Official Committee of Unsecured CreditorsFinancial Advisor to the Official Committee of Unsecured CreditorsFinancial Advisor for the Mediation Team - PREPACounsel to the Official Committee of Unsecured CreditorsFN 4 – The Fee Examiner recommends that, for the seventeenth interim fee period, and only this period, the foregoing stipulated fee reductions, other than $42,092.87, on account of certain ne

overall 20 percent reduction, as agreed by Paul Hastings LLP, in total fees sought by Paul Hastings LLP as part of its final fee application, which fee application is subject to Court approval. To the Interim Compensation Order, the Debtors are authorized and directed to pay Paul Hastings LLP 80 percent of the fees in the amount of $1,786,582.41 (i.e., $1,984,534.50 minus (a) the aforemecredits of $155,859.22 for fee reductions pursuant to the orders approving Paul Hastings’ Fourteenth, Fifteenth, and Sixteenth Interim Fee Applications).FN 1 - PJT Partners LP expenses are recommended for interim disallowance without prejudice. The professional is compiling documentation to verify compliance with Oversight Board expense 

recommend expense allowances, with any necessary adjustments, in connection with the final fee application.FN 3 - The application is titled as a final, however, the professional will be filing a separate final fee application to conform to the procedures set forth in the Third Amended Compensation Orde

in this application are recommended on an interim basis.Special Litigation Counsel to Official Committee of Unsecured CreditorsSpecial Litigation and Conflicts Counsel to the Official Committee of Unsecured CreditorsFinancial Advisor to the FOMB acting through Special Claims Committee - PREPAFinancial Advisor to the Official Committee of Retired Employees

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Document Page 33 of 34
FINAL Fee Applications Recommended: Applicant Compensation Period Final Fees Requested 

 Fee Examiner's 

Recommended 

Fee Adjustments 

 Final Expenses 

Requested 

 Fee Examiner's 

Recommended 

Expense 

Adjustments 

 Fin

Recom

Ap

1 McKinsey & Company Puerto Rico Consulting, Inc. [Dkt. No. 23789] 7/1/2017 - 3/15/2022 75,317,675.00 $ - $ - $ - $ 7

$ 

2 Phoenix Management Services, LLC [Dkt. No. 23494] 8/4/2017 - 1/21/2022 2,935,747.69 $ - $ 84,283.34 $ - $ 

$ 

Consulting Services Provider to FOMBFinancial Advisor to the Mediation Team

In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

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