Estimated Hearing Date: June 7, 2023 at 9:30 a.m. (Atlantic Standard Time) 

 Objection Deadline: April 20, 2023 at 4:00 p.m. (Atlantic Standard Time)

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 

PROMESA 

Title III 

Case 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 PUERTO RICO, 

 Debtor. 

PROMESA 

Title III 

Case No. 17-BK-3566-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-3566-LTS) 

SUMMARY SHEET TO 

THIRTEENTH INTERIM FEE APPLICATION OF 

PROSKAUER ROSE LLP FOR COMPENSATION FOR 

SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED AS ATTORNEYS FOR THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, AS TITLE III REPRESENTATIVE OF 

THE DEBTOR, THE EMPLOYEES RETIREMENT SYSTEM OF THE GOVERNMENT 

OF PUERTO RICO, FOR THE PERIOD JUNE 1, 2021 THROUGH OCTOBER 31, 2021 

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-BK3567-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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Schedule 1 

Summary of Fees and Expenses Paid to Date and the Balance of Fees and 

Expenses for which Allowance and Payment is Requested for the Compensation Period 

Name of Applicant: Proskauer Rose LLP (“Proskauer”) 

Retained to Provide 

Professional Services to: 

The Financial Oversight and Management 

Board for Puerto Rico as Title III 

Representative of the Debtor Pursuant to 

PROMESA Section 315(b) 

Period for Which Compensation is Sought: June 1, 2021 through October 31, 2021 (the 

“Compensation Period”)2 

Amount of Fees Sought: $22,109.20 

Gross-Up Amount:3 -- 

Amount of Expense Reimbursement Sought: $29,334.62 

Total Fees and Expenses 

Sought for Compensation Period: $51,443.82 

This is a(n) Monthly X Interim Final Fee Application 

This is the Thirteenth interim fee application filed by Proskauer in the Debtor’s Title III Case. 

The total time expended in connection with the preparation of this interim application is not 

included herein, as additional time was expended after the Compensation Period. 

2 This fee application covers the Thirteenth Interim Compensation Period (June 1, 2021 – September 30, 2021) and 

Fourteenth Interim Compensation Period (October 1, 2021 – January 31, 2022). Although the Fourteenth Interim 

Compensation Period is October 1, 2021 – January 31, 2022 pursuant to the Interim Compensation Order, 

Proskauer did not bill any time to ERS after October 31, 2021. Therefore Proskauer submits that the preparation 

and filing of a single fee application for the Thirteenth and Fourteenth Interim Compensation Periods is an 

efficient use of the Debtor’s resources and will make the review of Proskauer’s fee applications in the ERS Title 

III case more efficient for the Court and other parties in interest.

3

 Previously, Proskauer has requested approval, as part of its fees and expenses, of the amount required to gross up 

the additional tax withholding (the “Gross-Up Amount”) introduced by the Commonwealth legislation (Act 257–

2018) starting December 10, 2018 (the “Withholding”). Proskauer would only request payment of the Gross-Up 

Amount from the Debtor if and when Proskauer partners receive a determination or objection from the Internal 

Revenue Service that the Withholding does not result in tax credits offsetting the Gross-Up Amount. Based on 

the registration of Proskauer’s Engagement Letter together with discussions with the Puerto Rico government, 

Proskauer believes it will not need a Gross-Up Amount for its fiscal year that commenced November 1, 2020, and 

is not currently requesting its approval. 

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Thirteenth and Fourteenth combined Interim Compensation Periods 

June 1, 2021 – October 31, 2021

Statement 

and Date 

Served 

Period 

Covered 

Total Fees 

Incurred 

Fees 

Requested 

(90%) 

Expenses 

Requested 

Fees Paid 

(90%) 

Expenses 

Paid 

Fifty-First 

7/28/2021 

6/1/21 to 

6/30/21 $2,001.90 $1,801.71 $3,220.00 $1,801.71 $3,220.00 

Fifty-Second 

8/20/2021 

7/1/21 to 

7/31/21 $8,698.40 $7,828.56 $5,147.00 $7,828.56 $5,147.00 

Fifty–Third 

9/15/2021 

8/1/21 to 

8/31/21 $9,924.80 $8,932.32 $13,545.38 $8,932.32 $13,545.38 

Fifty-Fourth 

10/4/2021 

9/1/21 to 

9/30/21 $0.00 $0.00 $3,045.20 $0.00 $3,045.20 

Fifty-Fifth 

12/1/2021

10/1/21 to 

10/31/21 $1,484.10 $1,335.69 $4,377.04 $1,335.69 $4,377.04 

Totals: $22,109.20 $19,898.28 $29,334.62 $19,898.28 $29,334.62 

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Additional information required pursuant to 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: 

Blended Rate in This Application for All 

Attorneys: 

$853.004

Blended Rate in This Application for All 

Timekeepers: 

$531.47 

Compensation Sought in this Application 

Already Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed: 

$19,898.28 

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed: 

$29,334.62 

Number of Professionals Included in this 

Application:5

10 

Number of Professionals in This Application 

NOT Included in Staffing Plan Approved by 

Client:6

N/A 

If Applicable, the Difference Between Fees 

Budgeted and Compensation Sought for This 

Application Period: 

N/A 

Number of Professionals Billing Fewer than 15 

Hours to the Case During This Application 

Period: 

9 

Any Rates Higher than Those Approved or 

Disclosed when Retained? If yes, calculate and 

disclose the total compensation sought in this 

Application using the rates originally disclosed 

at retention. 

No. Proskauer’s Engagement Letter with the 

Oversight Board provides that Proskauer’s rates 

increase each year “on January 1 by the lower of 

the percentage rate increase we announce, and 

four percent.” (Engagement Letter at 1–2). 

Pursuant to the Engagement Letter, Proskauer’s 

rates increased 4% effective January 1, 2021, 

yielding a new flat rate for attorneys (partners, 

senior counsel, and associates) of $853 per hour, 

4

 This rate excludes non-attorneys (e.g., paralegals) and includes e-discovery attorneys. 

5 As used herein, the term “professionals” includes all timekeepers. The term “paraprofessionals,” as used in this 

Application, only includes non-attorneys. 

6

 As noted in the Staffing Plan for the Compensation Period at Exhibit D-2 of the Application, the number of 

timekeepers expected to work on this matter during the Compensation Period was 34, and thus the actual number 

of timekeepers was 24 fewer than anticipated. 

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5 

for e-discovery attorneys of $421 per hour, and 

for paraprofessionals of $291 per hour. 

Proskauer gave notice of this rate increase by 

filing its Engagement Letter on the ECF system 

and providing a sworn certification, attached to 

Proskauer’s Tenth Interim Application as 

Exhibit A [Case No. 17-3283, ECF No. 16144]. 

Rates have not increased during this 

Compensation Period. 

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Schedule 2 

Summary of Professional Services Rendered by 

Timekeeper for the Period June 1, 2021 through October 31, 2021 

NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE7

HOURS 

BILLED FEES BILLED

PARTNERS 

Firestein, Michael A. Litigation – 1983 $853 6.90 $5,885.70 

Levitan, Jeffrey W. BSGR&B8 – 1983 $853 3.90 $3,326.70 

Weise, Steven O. Corporate – 1974 $853 1.50 $1,279.50 

Total for Partners: 12.30 $10,491.90 

SENIOR COUNSEL

Roche, Jennifer L. Litigation – 2007 $853 2.10 $1,791.30 

Total for Senior Counsel: 2.10 $1,791.30 

ASSOCIATES

Esses, Joshua A. BSGR&B – 2017 $853 0.30 $255.90 

Stafford, Laura Litigation – 2012 $853 1.90 $1,620.70 

Volin, Megan R. BSGR&B – 2020 $853 1.20 $1,023.60 

Total for Associates: 3.40 $2,900.20 

PARAPROFESSIONALS

Petrov, Natasha BSGR&B 

Paralegal – N/A $291 22.30 $6,489.30 

7

 In the ordinary course of business, the standard hourly billing rates for Proskauer professionals and 

paraprofessionals are adjusted annually as of the commencement of the firm’s fiscal year on November 1 to 

reflect economic and other conditions and apply to matters in and out of bankruptcy cases. Pursuant to the 

Appendix B Guidelines, “rate increases” “exclude annual ‘step increases’ historically awarded by the firm in the 

ordinary course to attorneys throughout the firm due to advancing seniority and promotion.” Appendix B 

Guidelines ¶ B.2.d, n.2. Annual step increases are awarded by Proskauer in the ordinary course throughout the 

firm on May 1. Proskauer’s November 25, 2016 engagement letter with the Oversight Board (the “Engagement 

Letter”) provides that Proskauer’s rates are increased on January 1 (rather than on November 1) by the lower of 

the percentage rate increase announced as of November 1 and four percent. As of January 1, 2021, the rate 

increase is 4%, yielding a new flat rate for attorneys (partners, senior counsel, associates, and lawyers) of $853 per 

hour, for e-discovery attorneys of $421 per hour, and for paraprofessionals of $291 per hour. Rates have not 

increased during this Compensation Period. 

8

 Business Solutions, Governance, Restructuring & Bankruptcy (“BSGR&B”). 

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NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE7

HOURS 

BILLED FEES BILLED

Silvestro, Lawrence T. Litigation 

Paralegal – N/A $291 0.40 $116.40 

Singer, Tal J. BSGR&B 

Paralegal – N/A $291 1.10 $320.10 

Total for Paraprofessionals: 23.80 $6,925.80 

PROFESSIONALS 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Attorneys and Paraprofessionals 

Total: 41.60 $22,109.20 

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Schedule 3 

Summary of Professional Services Rendered by Project 

Category for the Period June 1, 2021 through October 31, 2021 

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT 

206 Documents Filed on Behalf of the Board 6.50 $5,544.50 

210 Analysis and Strategy 10.10 $8,615.30 

212 General Administration 1.50 $436.50 

218 Employment and Fee Applications 23.50 $7,512.90 

Total for All Project Categories: 41.60 $22,109.20 

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Schedule 4 

Summary of Actual and Necessary Expenses Incurred 

for the Period June 1, 2021 through October 31, 2021 

EXPENSE CATEGORY AMOUNT BILLED 

HighQ Licensing $740.00 

Practice Support Vendors $19,573.44 

Transcripts & Depositions $9,021.18 

Total: $29,334.62 

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Schedule 5 

Blended Rate Chart 

CATEGORY OF 

TIMEKEEPER 

BLENDED HOURLY RATE 

BILLED 

Domestic offices in which timekeepers 

collectively billed at least 10% of 

the hours to the bankruptcy case 

during the application period, for 

preceding year, excluding bankruptcy

BILLED 

In this fee application9

Partners $1,298 $853 

Senior Counsel $1,089 $853 

Associates (7 or more years 

since first admission) $1,028 $853 

Associates (4–6 years since 

first admission) $944 $853 

Associates (1– 3 years since 

first admission) $807 $853 

e-Discovery Attorneys $755 N/A 

Paraprofessionals $340 $291 

All Timekeepers 

Aggregated: $994 $531.47 

9

 See supra note 7. 

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Estimated Hearing Date: June 7, 2023 at 9:30 a.m. (Atlantic Standard Time) 

 Objection Deadline: April 20, 2023 at 4:00 p.m. (Atlantic Standard Time)

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 

PROMESA 

Title III 

Case 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 PUERTO RICO, 

 Debtor. 

PROMESA 

Title III 

Case No. 17-BK-3566-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-3566-LTS) 

THIRTEENTH INTERIM FEE APPLICATION 

OF PROSKAUER ROSE LLP FOR COMPENSATION 

FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED AS ATTORNEYS FOR THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, AS TITLE III REPRESENTATIVE OF 

THE DEBTOR, THE EMPLOYEES RETIREMENT SYSTEM OF THE GOVERNMENT 

OF PUERTO RICO, FOR THE PERIOD JUNE 1, 2021 THROUGH OCTOBER 31, 2021 

Proskauer Rose LLP (“Proskauer”), attorneys for the Financial Oversight and Management 

Board for Puerto Rico (the “Oversight Board” or “FOMB”) as Title III representative of the 

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-BK3567-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 

Employees Retirement System of the Government of Puerto Rico (the “Debtor” or “ERS”) 

pursuant to section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability Act

(“PROMESA”),2 hereby submits this thirteenth interim application (the “Application”),3 pursuant 

to PROMESA sections 316 and 317, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), 4 Rule 2016–1 of the Local Bankruptcy Rules for the United States 

Bankruptcy Court for the District of Puerto Rico (the “Local Rules”), 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 B (the “Guidelines”), and in 

accordance with this Court’s Third Amended Order Setting Procedures for Interim and Final 

Compensation and Reimbursement of Expenses of Professionals [ECF No. 20546]5 (the “Interim 

Compensation Order”), for (a) allowance of interim compensation for professional services 

performed by Proskauer for the period commencing June 1, 2021 through and including October 

31, 2021 (the “Compensation Period”) in the amount of $22,109.20, constituting fees for 

professional services rendered, and (b) reimbursement of its actual and necessary expenses in the 

amount of $29,334.62 incurred during the Compensation Period. In support of the Application, 

Proskauer respectfully avers as follows: 

2

 PROMESA has been codified in 48 U.S.C. §§ 2101-2241. 

3

 The Application solely pertains to fees and expenses incurred with respect to the Debtor’s Title III Case and does 

not address fees or expenses incurred with respect to other services performed for the Oversight Board (a) on 

behalf of other Title III debtors, or (b) outside the Title III process. 

4

 The Bankruptcy Rules are made applicable to the Debtor’s Title III Case by PROMESA section 310. 

5

 Unless otherwise expressly indicated, ECF Numbers refer to the docket of the Commonwealth’s Title III Case, 

Case No. 17-BK-3283-LTS. 

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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 predicates for the relief requested herein are PROMESA sections 316 

and 317. 

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 first 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 section [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 at substantial 

discounts to its normal hourly rates, as shown by the Engagement Letter and by Schedule 5 above. 

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 “Debtor’s Title III 

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

in the Debtor’s Title III Case. 

9. On December 15, 2017, Proskauer filed the First Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Employees Retirement System of the Government of Puerto Rico, 

for the Period May 21, 2017 through September 30, 2017 [ECF No. 2045] (the “First Interim 

Application”). 

10. On April 9, 2018, Proskauer filed the Second Interim Fee Application of Proskauer 

Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

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

of the Debtor, the Employees Retirement System of the Government of Puerto Rico, for the Period 

October 1, 2017 through January 31, 2018 [ECF No. 2872] (the “Second Interim Application”). 

11. On July 17, 2018, Proskauer filed the Third Interim Fee Application of Proskauer 

Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

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

of the Debtor, the Employees Retirement System of the Government of Puerto Rico, for the Period 

February 1, 2018 through May 31, 2018 [ECF No. 3590] (the “Third Interim Application”). 

12. On November 16, 2018, Proskauer filed the Fourth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Employees Retirement System of the Government of Puerto Rico, 

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for the Period June 1, 2018 through September 30, 2018 [ECF No. 4292] (the “Fourth Interim 

Application”). 

13. On May 21, 2019, Proskauer filed the Fifth Interim Fee Application of Proskauer 

Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

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

of the Debtor, the Employees Retirement System of the Government of Puerto Rico, for the Period 

October 1, 2018 through January 31, 2019 [ECF No. 7049] (the “Fifth Interim Application”).

14. On September 20, 2019, Proskauer filed the Sixth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Employees Retirement System of the Government of Puerto Rico, 

for the Period February 1, 2019 through May 31, 2019 [ECF No. 8737] (the “Sixth Interim 

Application”).

15. On December 20, 2019, Proskauer filed the Seventh Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Employees Retirement System of the Government of Puerto 

Rico, for the Period June 1, 2019 through September 30, 2019 [ECF No. 9630] (the “Seventh 

Interim Application”).

16. On April 15, 2020, Proskauer filed the Eighth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Employees Retirement System of the Government of Puerto 

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Rico, for the Period October 1, 2019 through January 31, 2020 and Notice of Deferral of 

Request for Payment of Rate Increase [ECF No. 12833] (the “Eighth Interim Application”).

17. On September 18, 2020, Proskauer filed the Ninth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Employees Retirement System of the Government of Puerto 

Rico, for the Period February 1, 2020 through May 31, 2020 [ECF No. 14350] (the “Ninth 

Interim Application”).

18. On March 19, 2021, Proskauer filed the Tenth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Employees Retirement System of the Government of Puerto 

Rico, for the Period June 1, 2020 through September 30, 2020 [ECF No. 16144] (the “Tenth 

Interim Application”).

19. On July 29, 2021, Proskauer filed the Eleventh Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Employees Retirement System of the Government of Puerto 

Rico, for the Period October 1, 2020 through January 31, 2021 [ECF No. 17589] (the “Eleventh 

Interim Application”).

20. On January 5, 2022, Proskauer filed the Twelfth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

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Representative of the Debtor, the Employees Retirement System of the Government of Puerto 

Rico, for the Period February 1, 2021 through May 31, 2021 [ECF No. 19696] (the “Twelfth 

Interim Application”).

21. On July 28, 2021 Proskauer served on the Notice Parties (as defined in the Interim 

Compensation Order) its fifty-first monthly fee statement for the period June 1, 2021 through June 

30, 2021. On August 20, 2021, Proskauer served on the Notice Parties its fifty-second monthly fee 

statement for the period July 1, 2021 through July 31, 2021. On September 15, 2021, Proskauer 

served on the Notice Parties its fifty-third monthly fee statement for the period August 1, 2021 

through August 31, 2021. On October 4, 2021, Proskauer served on the Notice Parties its fiftyfourth monthly fee statement for the period September 1, 2021 through September 30, 2021. On 

December 1, 2021, Proskauer served on the Notice Parties its fifty-fifth monthly fee statement for 

the period October 1, 2021 through October 31, 2021. Proskauer did not serve further monthly fee 

statements for ERS because no fees or expenses were incurred after October 31, 2021.

22. In accordance with the Interim Compensation Order and as reflected in the 

foregoing summary, Proskauer has requested an aggregate payment of $49,232.90 (payment of 

ninety percent (90%) of the compensation sought and reimbursement of one-hundred percent 

(100%) of expenses incurred) and has received $49,232.90 with respect to fee statements filed 

during the Compensation Period.

Summary of Services Rendered by Proskauer During the Compensation Period 

23. The instant Application is Proskauer’s Thirteenth application for interim 

compensation in the Debtor’s Title III Case. To make the review of Proskauer’s fee applications 

in all the pending Title III cases more efficient for the Court and other readers, paragraphs 24 

through 27 of the instant Application, the corresponding paragraphs in each of Proskauer’s 

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Thirteenth interim fee applications in the pending Commonwealth, HTA, and PREPA Title III 

cases, and paragraphs 18 through 21 in the Sixth interim fee application in the pending PBA 

Title III case, are identical and cover the principal activities in all the Title III cases. 

24. During the Compensation Period, Puerto Rico entered a new chapter in its 

restructuring with the approval of the disclosure statement for the Commonwealth, ERS, and 

PBA’s plan of adjustment, paving the way for confirmation of the plan of adjustment and a path 

forward to economic recovery and growth. The plan of adjustment for the Commonwealth, ERS, 

and PBA was confirmed in January 2022 following an extensive hearing in November 2021, and 

went effective on March 15, 2022. The overwhelmingly consensual nature of the restructuring 

was the product of extraordinary efforts by all the Oversight Board’s advisors, including 

Proskauer. The confirmed plan reduces Puerto Rico’s debt by 80% and saves Puerto Rico more 

than $50 billion in debt payments. The services rendered by Proskauer were also essential to 

significant progress in PREPA and HTA’s Title III cases, and during the Compensation Period 

Proskauer engaged with the parties to those cases to advance PREPA and HTA’s restructurings. 

The continuing coronavirus pandemic affecting Puerto Rico and the global economy during this 

Compensation Period imposed additional economic and administrative challenges to the 

Commonwealth and its covered instrumentalities. The Oversight Board remained focused on 

protecting the health and welfare of the people of Puerto Rico, while ensuring that critical 

businesses remained open to provide for the needs of the citizens of the Island. The Oversight 

Board continued developing strategies for reducing the negative impact of the pandemic on the 

Island’s economy and worked collaboratively with the Puerto Rico Government and its agencies 

to effectively utilize the federal funding intended to provide relief and to cover the expenses 

related to the pandemic. Proskauer continued to provide legal and strategic advice to the 

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Oversight Board to help carry out its priority of protecting the health, safety, and economic 

welfare of the people of Puerto Rico. Among others, Proskauer’s notable undertakings during 

this Compensation Period included: 

 Further Development of the Amended Joint Plan and Disclosure Statement. On 

November 20, 2020, the Oversight Board approved the resumption of negotiations 

concerning the plan of adjustment with creditors and other parties pursuant to the 

mediation agreement, with mediation sessions resuming during the first week of 

December 2020. During the Compensation Period, Proskauer, on behalf of the 

Oversight Board and under the guidance of the Mediation Team led by the 

Honorable Judge Barbara J. Houser, participated in multiple mediation sessions 

and informal meetings with the Commonwealth, AAFAF, the parties to the Plan 

Support Agreement (the “PSA”), certain insurers and holders of bonds issued by 

various Puerto Rico entities (Assured Guaranty Corporation, Assured Guaranty 

Municipal Corporation (both together, “Assured”), Ambac Assurance Corporation 

(“Ambac”), and Financial Guaranty Insurance Company (“FGIC”, and together 

with Assured and Ambac, collectively, the “Monolines”), the Unsecured 

Creditors’ Committee (the “UCC”), the Retiree Committee, AmeriNational 

Community Services, LLC and Cantor-Katz Collateral Monitor LLC (the “DRA 

Parties”), and various unions with the goal of developing and establishing a 

framework and a timeline for consensual debt restructuring. 

On June 29, 2021, Proskauer, on behalf of the Oversight Board, filed the proposed 

Fourth Amended Title III Joint Plan of Adjustment of the Commonwealth of 

Puerto Rico, et al. (Corrected Version) [ECF No. 17194] and related proposed 

Disclosure Statement [ECF No. 17192], reflecting revisions made by the Debtors 

in response to various objections received to the Third Amended Plan and 

Disclosure Statement, On July 12, 2021, Proskauer, on behalf of the Oversight 

Board, filed the proposed Fifth Amended Title III Joint Plan of Adjustment of the 

Commonwealth of Puerto Rico, et al. [ECF No. 17306], and related proposed 

disclosure statement (as amended from time to time, the “Disclosure Statement”)

[ECF No. 17308], incorporating the terms of a settlement with the UCC that 

increased the guaranteed aggregate recovery to holders of certain general 

unsecured claims and a prospective agreement with certain teachers’ unions. 

At an initial hearing to consider approval of the Disclosure Statement on July 14, 

2021, Proskauer, on behalf of the Oversight Board, announced that the Board had 

reached an understanding with Ambac and FGIC regarding the treatment of 

certain claims, and the hearing was continued. On July 27, 2021, Proskauer, on 

behalf of the Oversight Board, filed the proposed Sixth Amended Title III Joint 

Plan of Adjustment of the Commonwealth of Puerto Rico, et al. [ECF No. 17516] 

and related proposed Disclosure Statement [ECF No. 17517], incorporating the 

terms of a new plan support agreement with Ambac and FGIC that settled their 

asserted claims against the Commonwealth and the Puerto Rico Infrastructure 

Financial Authority, and reflecting revisions made by the Debtors in response to, 

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among other things, the Order Regarding Rulings Made on the Record at the July 

13-14, 2021, Hearing Concerning the Proposed Disclosure Statement and Plan of 

Adjustment [ECF No. 17387]. 

On July 29, 2021, the Court held the continued disclosure statement hearing to 

consider, among other things, the adequacy of the information contained in the 

Disclosure Statement for the Sixth Amended Plan. Subject certain modifications 

to be made, the Title III Court approved the proposed Disclosure Statement. On 

July 30, 2021, Proskauer, on behalf of the Oversight Board, filed the proposed 

Seventh Amended Title III Joint Plan of Adjustment of the Commonwealth of 

Puerto Rico, et al. [ECF No. 17627] (the “Plan”) and related proposed Disclosure 

Statement [ECF No. 17628]. On August 2, 2021, the Court issued Order (I) 

Approving Disclosure Statement, (II) Fixing Voting Record Date, (III) Approving 

Confirmation Hearing Notice and Confirmation Schedule, (IV) Approving 

Solicitation Packages and Distribution Procedures, (V) Approving Forms of 

Ballots, and Voting and Election Procedures, (VI) Approving Notice of NonVoting Status, (VII) Fixing Voting, Election, and Confirmation Deadlines, and 

(VIII) Approving Vote Tabulation Procedures [ECF No. 17639]. 

 Confirmation Related Discovery. On July 20, 2021, the Title III Court issued the 

Order Establishing Preliminary Confirmation Submission and Discovery 

Procedures, and Directing Notice to Creditors of the Same [ECF No. 17431], and 

on August 2, 2021, the Title III Court issued the Order Establishing Procedures 

and Deadlines Concerning Objections to Confirmation and Discovery in 

Connection Therewith [ECF No. 17640], which identified the procedures and 

deadlines for creditors to obtain access to the confirmation data repository, 

disclose their proposed fact and expert witnesses, submit confirmation related 

expert reports and disclosures, and otherwise conduct Plan related discovery. 

During the Compensation Period, Proskauer attorneys and paraprofessionals 

devoted significant time and effort to discovery related to the anticipated 

confirmation hearing on the proposed Plan. They analyzed a variety of legal and 

procedural issues related to Plan related discovery, collected and reviewed 

numerous documents for responsiveness and privilege in preparation for 

production, opposed and responded to multiple discovery requests by creditors 

and committees, conferred with and analyzed various data from the Oversight 

Board’s advisors and experts, and prepared for and participated in numerous 

meet-and-confer communications and depositions of fact and expert witnesses. 

They also filed numerous status reports to the Title III Court on the progress of 

discovery and defended the Oversight Board’s position in discovery disputes in 

the Title III Court. 

Proskauer professionals also worked diligently with Prime Clerk LLC and Liquid 

Litigation Management to finalize the setup of the confirmation data hosting 

repository, upload plan confirmation related documents to the repository, and 

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provide safe and secure access to documents and technical assistance in English 

and Spanish languages to the repository users. 

 Ambac Pension Related Claim Objection. On June 3, 2021, Ambac filed the 

Objection of Ambac Assurance Corporation, Pursuant to Bankruptcy Code 

Section 502 and Bankruptcy Rule 3007, to Claim Asserted by the Official 

Committee of Retired Employees of the Commonwealth of Puerto Rico Appointed 

in the Commonwealth’s Title III Case [ECF No. 16884], seeking to disallow the 

proof of claim filed by the Retiree Committee to the extent it overstated pension 

liabilities. On June 11, 2021, Ambac filed its urgent motion proposing a briefing 

schedule with respect to its claim objection. On June 17, 2021, Proskauer 

submitted the Response of Financial Oversight and Management Board for 

Puerto Rico to Ambac Assurance Corporation’s Urgent Motion for Briefing 

Schedule with Respect to the Objection of Ambac Assurance Corporation, 

Pursuant to Bankruptcy Code Section 502 and Bankruptcy Rule 3007, to Claim 

Asserted by the Official Committee of Retired Employees of the Commonwealth of 

Puerto Rico Appointed in the Commonwealth’s Title III Case [ECF No. 17069], 

arguing that Ambac’s claim objection should be terminated for lack of standing 

and that the treatment of pension claims under the proposed Plan was not based 

on the Retiree Committee’s claim. On June 21, 2021, Ambac filed its reply in 

support of its scheduling motion. On June 21, 2021, the UCC filed its statement 

supporting the issues raised in Ambac’s claim objection. On June 22, 2021, the 

Title III Court entered an order denying both Ambac’s claim objection and the 

scheduling motion without prejudice and ordering the parties to meet-and-confer 

to develop an appropriate schedule for litigation and discovery on issues 

concerning the quantification of pension-related claims in connection with the 

anticipated confirmation of the Plan [ECF No. 17140]. The parties met and 

conferred telephonically on June 29, 2021 and exchanged further 

communications, filing a joint status report on July 7, 2021 proposing their 

alternative discovery schedules. On July 15, 2021, pursuant to separate joinders, 

Ambac and FGIC joined the HTA/CCDA related plan support agreement. On July 

27, 2021, the Oversight Board, on behalf of the Commonwealth, and Ambac and 

FGIC entered into the PRIFA related plan support agreement and, pursuant to 

separate joinders, Ambac and FGIC joined the amended and restated plan support 

agreement related to general obligation bonds. As a result of Ambac’s entry into 

the plan support agreements, matters related to Ambac’s disputes were stayed 

pending confirmation of the Plan. 

 Certified Fiscal Plans and Compliance with PROMESA. During the 

Compensation Period, Proskauer continued to advise the Oversight Board in its 

statutory duty to review proposed Commonwealth fiscal plans and to develop and 

certify budgets for fiscal year 2022. In consultation with the Government and the 

Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”), the 

Oversight Board certified several fiscal year 2022 budgets, including the General 

Fund, Special Revenue Fund, and Federal Fund Budgets for the Commonwealth, 

PREPA, HTA, the Puerto Rico Aqueduct and Sewer Authority, the University of 

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Puerto Rico, COFINA, the Puerto Rico Industrial Company, the Public 

Corporation for Supervision and Insurance of Cooperatives of Puerto Rico, and 

the Municipal Revenues Collection Center, as announced at a public meeting on 

July 1, 2021.

Proskauer attorneys supported the Oversight Board in its commitment to ensuring the 

Government’s compliance with PROMESA in proposing, enacting, implementing, 

and enforcing legislation. Specifically, during the Compensation Period, Proskauer 

continued to work diligently with the Oversight Board in relation to the Board’s 

efforts to nullify the enactment of House Bill 120 (“HB 120”) as significantly 

inconsistent with the certified fiscal plans and likely to impair or defeat 

PROMESA’s purposes. As proposed, HB 120 established a no-cuts policy to 

certain pensions, mandated a transfer of $4.5 billion to the newly created pension 

trust, and directed the Government to repudiate any plan of adjustment that 

required pension or budget cuts. HB 120 would have had negative effect on the 

restructuring of the Commonwealth and would have derailed the Oversight 

Board’s efforts to confirm the proposed plan of adjustment. After the Puerto Rico 

Governor signed HB 120 into law as Act 7-2021 (“Act 7”) on June 9, 2021, 

Proskauer advised the Oversight Board in drafting demand letters to the Governor 

to request nullification of the Act in its entirety, and subsequently, on July 2, 

2021, filed an adversary proceeding on behalf of the Oversight Board against the 

Governor, AAFAF, the Honorable José Luis Dalmau Santiago (the “Senate 

President”), and the Honorable Rafael Hernández Montañez (the “House 

Speaker”) to enjoin the enforcement of and to nullify Act 7, FOMB v. Pierluisi ̧ 

Adv. Proc. No. 21-0072. On August 13, 2021, Proskauer, on behalf of the 

Oversight Board, filed a motion for summary judgment, which was subsequently 

fully briefed. Several Puerto Rico unions filed amicus briefs in support of the 

Government. On October 13, 2021, the Title III Court granted the Oversight 

Board’s motion for summary judgment in part, and declared Act 7 nullified, 

unenforceable, and of no effect, and enjoined the Government from implementing 

and enforcing the Act. 

Proskauer also advised the Oversight Board on its communications and 

negotiations with the Puerto Rico Government and Legislature in its efforts to 

prevent the enactment of House Bills 886 and 887 (“HB 886” and “HB 887”) and 

House Bills 26 and 27 (“HB 26” and “HB 27”), proposed by the Government in 

response to the Act 7 related litigation. Among other measures, the Bills 

purported to impose a rejection of pension cuts across all instrumentalities of the 

Commonwealth Government contrary to the requirements of the certified Fiscal 

Plans and in violation of PROMESA.

 LUMA Energy Contract. On October 26, 2020, Unión De Trabajadores de la 

Industria Eléctrica y Riego (“UTIER”) and Sistema de Retiro de los Empleados 

de la Autoridad de Energía Eléctrica (“SREAEE”) appealed the Title III Court 

decision granting the Government Parties’ motion to allow an administrative 

expense claim for any accrued and unpaid front-end transition obligations 

incurred by PREPA under the June 22, 2020 Puerto Rico Transmission and 

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Distribution System Operation and Maintenance Agreement (the “O&M 

Agreement”) between PREPA, the Puerto Rico Public-Private Partnerships 

Authority, and LUMA Energy, LLC and LUMA Energy SevCo, LLC 

(“collectively, “LUMA Energy”). The case was fully briefed and was argued on 

June 8, 2021. On August 12, 2021, the judgment of the Title III Court was 

affirmed.6

On May 3, 2021, the Title III Court granted the Government Parties’ motion 

requesting that the Title III Court allow an administrative expense claim for 

amounts to be paid to LUMA Energy by PREPA during the interim period under 

certain agreements.7 UTIER and SREAEE appealed to the First Circuit on May 

13, 2021 (Case No. 21-1446). On July 17, 2021, the appellants filed a motion to 

hold the appeal in abeyance until a decision was issued in the related case No. 20-

2041, and on September 1, 2021, after the First Circuit affirmed the Title III Court 

decision in the related case, filed a motion to voluntary dismiss the case. 

On June 2, 2021 Proskauer, on behalf of the Oversight Board, reported to the Title 

III Court that the Interim Period Service Commencement Date under the O&M 

Agreement occurred on June 1, 2021 and LUMA Energy commenced operating 

and maintaining PREPA’s transmission and distribution system.8

Litigation regarding the validity of the LUMA O&M Agreement remains ongoing 

in the adversary proceedings filed by UTIER and SREAEE.9

 

On June 4, 2021, SREAEE filed its first amended adversary complaint and 

UTIER filed its second amended adversary complaint, both seeking a Title III 

Court order declaring the O&M Agreement and LUMA Energy’s administrative 

expense priority treatment in the Title III case null and void, and Act 29-2009, 

authorizing the O&M Agreement, unconstitutional. 10 On July 19, 2021, 

Proskauer, on behalf of the Oversight Board, joined other defendants in their 

motions to dismiss SREAEE and UTIER’s amended complaints. The motions 

have been fully briefed and both are currently sub judice. 

On June 1, 2021, Hon. José Luis Dalmau Santiago, the Puerto Rico Senate 

President, filed a complaint in the Puerto Rico Court of First Instance in San Juan, 

alleging that the O&M Agreement had not been recorded with the Puerto Rico 

6 See Opinion, UTIER v. PREPA, Case No. 20-2041 (1st Cir. Aug. 12, 2021). 

7 See Memorandum Order Granting Government Parties’ Motion for Order Allowing Administrative Expense Claim 

for Amounts to Be Paid to LUMA Energy by PREPA During Interim Period Under Supplemental Agreement and 

the T&D Contract [ECF No. 16665].

8 See Informative Motion Regarding LUMA’s Commencement of Operation and Maintenance of PREPA’s T&D 

System [Case No. 17-4780, ECF No. 2503]. 

9

 Adv. Pro. Nos. 21-00041 and 21-00049. 

10 See First Amended Adversary Complaint [Adv. Proc. No. 21-0049; ECF No. 7] and Second Amended Adversary 

Complaint [Adv. Proc. No. 21-0041; ECF No. 64]. 

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Digital Real Estate Registry and therefore was in violation of Puerto Rico law and 

should be declared null and void.11 The complaint also sought to prohibit LUMA 

Energy from exercising authority under the O&M Agreement and to return the 

administration and management of the transmission and distribution system back 

to PREPA. On June 3, 2021, the Executive Director of PREPA removed the 

Senate complaint to the Title III Court as adversary proceeding No. 21-0059. On 

June 24, 2021, Proskauer, on behalf of the Oversight Board, filed a motion to 

compel the plaintiff to withdraw the complaint as violating the automatic stay. 

The motion was fully briefed and on February 7, 2022, the Title III Court granted 

the motion and declared the complaint null and void. On February 15, 2022, in 

accordance with the Court’s order, the Senate complaint was withdrawn.12

 DRA Related Disputes. On March 31, 2021, AmeriNational Community 

Services, LLC, as servicer for the GDB Debt Recovery Authority (the “DRA”), 

and Cantor-Katz Collateral Monitor LLC, as the collateral monitor for 

Wilmington Trust, N.A., (collectively, the “DRA Parties”), filed The DRA 

Parties’ Amended Motion and Memorandum of Law in Support of Their Request 

for Adequate Protection or Relief from the Automatic Stay, seeking a Title III 

Court order granting the DRA adequate protection of its interest in certain HTA 

related excise tax revenues [ECF No. 16276]. On April 21, 2021, Proskauer, on 

behalf of the Oversight Board, joined other Government Parties in their objection 

to the DRA Parties’ standing to seek relief from the automatic stay or adequate 

protection. Proskauer defended the Oversight Board’s position at oral argument 

on the standing issue on August 4, 2021. The Court overruled the Government 

Parties’ standing objection as it related to the adequate protection, and deferred 

consideration of the standing objection as to relief from the automatic stay, 

pending further clarification of the nature and scope of the stay relief that the 

DRA Parties sought [ECF No. 17725]. 

On June 15, 2021, the DRA Parties filed The DRA Parties’ Motion for Allowance 

of an Administrative Expense Claim [ECF No. 17009] (the “DRA Administrative 

Expense Claim Motion”), seeking a Title III Court order allowing an 

administrative expense claim equal to the amount of the DRA’s collateral that was 

retained by the Commonwealth during the pendency of its Title III case. On June 

26, 2021, the DRA Parties initiated a related adversary proceeding AmeriNational 

Community Services, LLC v. Ambac Assurance Corporation, Adv. Proc. No. 21-

0068 (the “DRA Adversary Proceeding”). On July 16, 2021, the Title III Court 

ordered the DRA Parties and the Oversight Board, together with other parties, to 

11 See Senado de Puerto Rico, Represented by its President, Hon. José Luis Dalmau Santiago v. Commonwealth of 

Puerto Rico, et al., Civil Case No. 2021CV03356. 

12 See Debtor’s Memorandum of Law and Motion Pursuant to Bankruptcy Code Sections 105(a) and 362 for Order 

Directing Complaint To Be Withdrawn [Case No. 17-4780; ECF No. 2530]; Memorandum Order Granting 

Debtor’s Motion Pursuant to Bankruptcy Code Sections 105(A) and 362 for Order Directing Complaint To Be 

Withdrawn [Adv. Proc. No. 21-0059; ECF No. 20], and Motion in Compliance with Order [Adv. Proc. No. 21-

0059; ECF No. 22]. 

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meet and confer and to file a joint status report concerning when and in what 

procedural context the DRA Parties’ challenges were to be presented to the Court. 

On July 23, 2021, the parties submitted a joint status report in accordance with the 

Court’s order, and on September 9, 2021, Proskauer filed the Oversight Board’s 

opposition to the DRA Administrative Expense Claim Motion [ECF No. 18065]. 

On September 24, 2021, the DRA Parties filed their reply memorandum in 

support of the Motion, attaching an expert report by Lizette Martinez, CPA, CFF, 

CFE. On September 28, 2021, Proskauer filed an evidentiary objection to the 

Martinez expert report and on October 11, 2021, Proskauer filed a related reply in 

support of the evidentiary objection. On October 29, 2021, the Title III Court 

denied the DRA Administrative Expense Claim Motion [ECF No. 18892]. 

On July 28, 2021, Proskauer filed the Urgent Motion of Financial Oversight and 

Management Board for Leave to Intervene as Defendant, on Behalf of 

Commonwealth and HTA, in DRA Adversary Proceeding with Respect to Counts 

I, II, and IV of Complaint, with Full Party Rights [ECF No. 17551; Adv. Proc. 

No. 21-0068, ECF No. 26], which was granted on August 11, 2021. On August 

26, 2021, Proskauer submitted the intervening defendant Oversight Board’s 

motion to dismiss, or in the alternative, to stay counts I, II and IV of the DRA 

Parties’ complaint [Adv. Proc. No. 21-0068, ECF No. 40], and on October 8, 

2021, the related reply in support. On October 29, 2021, the Title III Court 

granted the Monolines’ motion to dismiss the DRA Adversary Proceeding, 

rendering the Oversight Board’s motion to dismiss moot [Adv. Proc. No. 21-

0068, ECF No. 83]. 

25. Throughout the Compensation Period, Proskauer continued its defense of the Title 

III Debtors’ interests by analyzing and objecting to duplicative, incorrectly filed, and otherwise 

deficient or invalid claims against the Debtors, negotiating and participating in meet-and-confer 

communications with claimants to achieve the best possible outcome for the Debtors. Among 

the major claims-related matters in which Proskauer represented the Title III Debtors during the 

Compensation Period are the following: 

 Claim Objections. In connection with proofs of claim filed against the Debtors,13

Proskauer filed a total of 60 omnibus objections between June 1, 2021 and 

September 30, 2021. Proskauer professionals dedicated a significant amount of 

time and effort to the careful review and analysis of the filed claims and preparing 

omnibus objections to those claims, as well as reviewing multiple responses and 

13 Pursuant to the Bar Date Orders [Case No. 17-BK-3283, ECF Nos. 2521, 3160, 12260, and 13403], approximately 

188,814 proofs of claim have been filed against the Debtors and logged by Kroll Restructuring Administration 

LLC, formerly known as Prime Clerk, LLC. 

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preparing replies in support of the objections. Due to COVID-19 pandemicrelated restrictions, including the inability of the Court to hold in-person hearings, 

the Debtors were unable to prosecute certain pending omnibus objections to 

claims and Proskauer worked with the Title III Court to adjourn the hearings on 

omnibus claim objections. 

 Alternative Dispute Resolution (“ADR”). To promote the timely and costeffective resolution of claims, Proskauer, on behalf of the Debtors, requested that 

the Title III Court approve amended procedures for alternative dispute resolution 

(the “ADR Procedures”). On April 1, 2020, the final ADR Procedures were 

approved by the Court.14 During the Compensation Period, Proskauer filed its 

Fourteenth, Fifteenth, and Sixteenth Notices of Transfer of Claims to Alternative 

Dispute Resolution [ECF Nos. 17208, 17832, and 18259], transferring 40 

additional claims to the ADR process. On behalf of the Debtors, Proskauer 

professionals prepared offer letters to the claimants listed in the ADR Notices. 

Proskauer also filed its Sixth and Seventh Alternative Dispute Resolution Status

Notices [ECF Nos. 17267 and 17997], providing an update to the Court regarding 

the status of the claims transferred into the ADR process. 

 Administrative Reconciliation of Claims (“ACR”). To further facilitate the 

efficient and cost-effective resolution of the claims, Proskauer, on behalf of the 

Debtors, submitted to the Court that certain types of claims, such as claims for 

pension or retiree benefits, tax refunds, salaries and benefits owed to public 

employees, and union grievances, should remain within the auspices of the 

Debtors’ administrative processes. The Court approved proposed ACR 

Procedures on March 12, 2020.15 During the Compensation Period, Proskauer 

filed its Thirteenth through Seventeenth Notices of Transfer of Claims to 

Administrative Claims Reconciliation [ECF Nos. 16926, 17128, 17212, 17320, 

and 17968], transferring over 12,700 additional claims into Administrative Claims 

Reconciliation. On August 3, 2021, Proskauer filed the Sixth Administrative 

Claim Reconciliation Status Notice [ECF No. 17659], and on October 1, 2021, the

Seventh Administrative Claim Reconciliation Status Notice [ECF No. 18363], 

providing an update to the Court regarding the status of the claims transferred into 

the ACR Procedures pursuant to the ACR transfer notices and reporting that in 

total, over 23,680 of ACR transferred claims had been successfully resolved by 

the end of the Compensation Period. 

26. First Circuit and Supreme Court Appeals. During this Compensation Period, 

Proskauer defended a number of significant matters before the appellate courts, obtaining several 

critical judgments on behalf of the Oversight Board as the Title III representative of the Debtors. 

14 See Order (A) Authorizing Alternative Dispute Resolution Procedures, (B) Approving Additional Forms of 

Notice, and (C) Granting Related Relief [ECF No. 12576]. 

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Some of the appellate matters where Proskauer attorneys represented the Oversight Board 

included: 

 U.S. Supreme Court Certiorari Petition: 

(1) UECFSE v. Commonwealth, Case No. 20-1466 (U.S.). On April 16, 2021, two 

unions representing public employees, UECFSE and UMCFSE, filed a petition 

for a writ of certiorari appealing the First Circuit judgment affirming the Title III 

Court’s dismissal of their complaint against the Oversight Board alleging that 

certain laws impermissibly interfered with their collective bargaining rights.16

Proskauer, on behalf of the Oversight Board, opposed the petition on August 2, 

2021, and on October 4, 2021 the petition for writ of certiorari was denied. 

 First Circuit Appeals: 

(1) Assured v. FOMB, Case No. 20-1847 (the “Section 926 Appeal”). On August 25, 

2020, the Monolines appealed the Title III Court orders denying their motion for 

appointment of a trustee under section 926 of the Bankruptcy Code to pursue their 

claims on behalf of HTA against the Commonwealth and their request for a 

related bridge order.17 On February 17, 2021, the Monolines filed their appellants’ 

brief. The DRA Parties intervened in support of the Monolines on April 12, 2021. 

On behalf of the Oversight Board, Proskauer submitted a responsive brief on 

April 19, 2021. AAFAF submitted its response on the same date. The appellants 

requested that they be allowed to file their final form briefs on May 26, 2021, and 

that request was granted. After the appellants’ final form opening and reply briefs 

were tendered, Proskauer filed a final form reply on June 6, 2021 and AAFAF on 

June 8, 2021. The matter was fully briefed. Two of the Monolines, Assured and 

National, reached an agreement with the Oversight Board in spring of 2021 with 

respect to their clams. In July of 2021, the remaining Monolines, Ambac and 

FGIC, reached the agreement with the Board, and on July 29, 2021, the 

Monolines filed their motion to voluntary dismiss their appeal. The motion was 

granted on July 30, 2021. 

(2) UTIER v. PREPA, Case No. 20-2041. On October 26, 2020, UTIER and 

SREAEE appealed the Title III Court decision granting the Government Parties’ 

15 See Order (A) Authorizing Administrative Reconciliation of Claims, (B) Approving Additional Form of Notice, 

and (C) Granting Related Relief [ECF No. 12274]. 

16 See October 28, 2020, Judgment and Opinion, Case Nos. 19-2028 (1st Cir.).

17 See Order Denying Urgent Motion for Bridge Order, and Motion for Appointment as Trustees Under 11 U.S.C. § 

926, of Ambac Assurance Corporation, Assured Guaranty Corp., Assured Guaranty Municipal Corp., Financial 

Guaranty Insurance Company, and National Public Finance Guarantee Corporation [ECF No. 13825; Case No. 

17-3567, ECF No. 889] and Memorandum Opinion and Order Denying Motion for Appointment as Trustees 

Under 11 U.S.C. § 926, of Ambac Assurance Corporation, Assured Guaranty Corp., Assured Guaranty Municipal 

Corp., Financial Guaranty Insurance Company, and National Public Finance Guarantee Corporation [ECF No. 

14012; Case No. 17-3567, ECF No. 912].

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motion to allow an administrative expense claim for any accrued and unpaid 

front-end transition obligations incurred by PREPA under the T&D Contract (the 

“LUMA Initial Administrative Expense Motion”). UTIER and SREAEE filed 

their opening appellate brief on February 15, 2021, and Proskauer, on behalf of 

the Oversight Board, filed an opposition on April 20, 2021. Proskauer attorneys 

defended the Board’s position at the oral argument on June 8, 2021. On August 

12, 2021, the judgment of the Title III Court was affirmed. 

(3) Pierluisi v. FOMB, Case No. 21-1071. On January 21, 2021, the Government 

appealed the Title III Court’s orders denying its motion for summary judgment, 

granting in part the Oversight Board’s summary judgment motion, and enjoining 

the Government from implementing and enforcing Acts 82, 138, 176, 181, and 

47.18 On April 19, 2021, the appellants Governor Pierluisi and AAFAF filed their 

opening brief, which was re-filed on May 7, 2021 to conform with the rules of the 

Court. On June 16, 2021, the House Speaker submitted his amicus curiae brief in 

support of the reversal of the challenged judgment. On July 7, 2021, Proskauer, 

on behalf of the Oversight Board, filed its responsive brief. The appellants replied 

on July 28, 2021, and on August 11, 2021, Proskauer submitted the Oversight 

Board’s sur-reply. On September 15, 2021, Proskauer attorneys defended the 

Board’s position at oral argument. On June 22, 2022, First Circuit affirmed the 

Title III Court decision. 

(4) Pinto Lugo v. Government of the United States of America, Case No. 21-1283. 

On April 27, 2021, an individual plaintiff René Pinto-Lugo and certain non-profit 

corporations and labor unions appealed from the Title III Court opinion

dismissing their underlying second complaint for lack of Article III standing and 

deeming futile their request to re-plead.19 On August 18, 2021, the appellants 

submitted their opening brief, which was re-filed on October 13, 2021 to conform 

with the rules of the Court. On January 7, 2022, Proskauer, on behalf of the 

Oversight Board, submitted its responsive appellate brief. 

(5) Johnson v. FOMB, Case No. 21-1611. On August 27, 2021, individual creditor 

Obe Johnson, appearing pro se, appealed the Title III Court orders denying his 

multiple motions for relief from the automatic stay.20 Mr. Johnson subsequently 

filed with the First Circuit two motions to lift the automatic stay and a motion for 

18 See Opinion and Order Denying the Government’s Motions for Summary Judgment and Granting in Part the 

Oversight Board’s Motions for Summary Judgment; Order to Show Cause Regarding Dismissal of Remaining 

Claims and Counterclaims; Order Dismissing Remaining Counts and Counterclaims and Directing Entry of 

Judgment in the Above-Captioned Adversary Proceedings, and Judgment [Adv. Proc. Nos. 20-0080, 20-0082 – 

0085]. 

19 See Memorandum Order Overruling Objections and Adopting Report and Recommendations [Adv. Proc. No.18-

0041; ECF No. 124]. 

20 See Memorandum Order Granting in Part and Denying in Part Obe E. Johnson’s Motion for Relief from the 

Automatic Stay (Docket Entry No. 12772, Order Denying Obe E. Johnson’s Motion for Relief from the Automatic 

Stay (Docket Entry No. 13510), Order Granting in Part and Denying in Part Obe E. Johnson’s Motion for Relief 

from the Automatic Stay (Docket Entry No. 16942) [ECF Nos. 13316, 13599, and 17184]. 

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permission to appeal in forma pauperis. On behalf of the Oversight Board, 

Proskauer filed its opposition to the appellant’s first lift stay motion on October 4, 

2021, and its opposition to the in forma pauperis request and the second lift stay 

motion on November 29, 2021. On August 22, 2022, First Circuit affirmed the 

Title III Court’s decision. 

27. In addition to the above, Proskauer has represented the Oversight Board and Title 

III Debtors in numerous adversary proceedings and other contested matters brought by the 

Debtors’ bondholders and the Monolines, the Puerto Rico Government and its agencies, 

creditors, and other parties. The following is a summary of major litigation matters in which 

Proskauer served as lead counsel for the Title III Debtors during this Compensation Period: 

 PREPA RSA and Plan of Adjustment. On May 22, 2020, the Title III Court 

confirmed the indefinite adjournment of the PREPA 9019 Motion deadlines [Case 

No. 17-4780, ECF No. 2006]. As mandated by the Court, on July 11, 2021, the 

Government Parties submitted their joint status report apprising the Court of the 

conditions on the Island, the ongoing evaluation of the PREPA RSA in light of 

the changing economic landscape, and proposed next steps with respect to the 

further development and implementation of the PREPA RSA [Case No. 17-4780, 

ECF No. 2544]. The Government Parties, including the Oversight Board, 

continued evaluating whether any amendments were necessary in light of 

COVID-19 and the unsettled economic and political landscape on the Island. The 

Oversight Board continued to meet and negotiate with representatives for certain 

bondholders that are party to the RSA and with the Puerto Rico Government and 

legislative leaders regarding outstanding issues in connection with the 

implementation of the RSA, required legislative amendments, and PREPA’s Title 

III restructuring. Ultimately, the Legislature failed to enact the legislation the 

RSA depended on and the Governor terminated the RSA. 

 PREPA PPOA Rejection and Assumption Motions. In line with PREPA’s goal of 

supplying reliable electric power to ratepayers in Puerto Rico at the lowest cost 

possible, and to better align this objective with the PREPA certified fiscal plan, in 

2017 the Oversight Board implemented a contract review policy for certain power 

purchase and operating agreements (“PPOAs”) with renewable energy project 

developers. On August 2, 2021, Proskauer, on behalf of the Oversight Board, filed 

two Notices of Assumption of Power Purchase Operating Agreement requesting 

the Title III Court to enter an order approving assumption of the renewable power 

purchase operating agreements with Ciro One Salinas, LLC and Xzerta Tec Solar 

I LLC [Case No. 17-4780; ECF Nos. 2577 and 2578]. On August 10, 2021, 

Windmar Renewable Energy, Inc. (“Windmar”) objected to the Notices. On 

September 29, 2021, Proskauer submitted its reply in support of PREPA’s 

assumption of the PPOAs, and on October 6, 2021, Proskauer attorneys defended 

PREPA’s position at oral argument. At the hearing, the Title III Court delivered 

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an oral ruling allowing PREPA to assume the PPOAs at issue, and that 

assumption was memorialized on December 8, 2021.21 

 Catesby Jones v. PREPA, Adv. Proc. No. 20-0115. On September 19, 2020, a 

declaratory judgment action was brought against the Special Claims Committee 

and UCC as PREPA co-trustees by certain electricity ratepayers in Puerto Rico 

(the “Ratepayers”) seeking an order finding that the claims asserted by PREPA in 

SCC v. Inspectorate America Corp., Adv. Proc. No. 19-0388, are not the assets of 

PREPA’s estate, that the certified class of ratepayers in Ismael Marrero Rolon v. 

Autoridad de Energia Electrica, No. 3:15-cv-01167-JAG (D.P.R.) are the 

appropriate holders of those claims, and granting relief from the automatic stay to 

permit the Ratepayers to pursue their direct claims against PREPA in the Ismael 

Marrero Rolon case. On February 2, 2021 plaintiffs filed their second amended 

complaint. On behalf of PREPA, on March 30, 2021 Proskauer moved to dismiss 

counts I and II of the second amended complaint and defended the Debtor’s 

position at the omnibus hearing on June 16, 2021. On June 24, 2021 the motion to 

dismiss counts I and II was granted by the Title III Court. 

 UTIER v. PREPA, Adv. Proc. No. 17-0229 (the “UTIER CBA Adversary 

Proceeding”). On March 12, 2021, UTIER filed its third amended complaint in 

the adversary action against PREPA, the Oversight Board, and individual 

executive defendants, alleging in its surviving claims that certain Puerto Rico 

laws negatively affected the UTIER collective bargaining agreement in violation 

of the Contract Clauses of the United States and Puerto Rico Constitutions. On 

April 26, 2021, Proskauer answered the complaint on behalf of the Oversight 

Board, and on the same date, jointly with counsel for the individual defendants, 

filed the amended motion to dismiss UTIER’s third amended complaint. On April 

26, 2021, UTIER filed four motions in limine to exclude the expert testimony 

offered by the defendants. On June 1, 2021, Proskauer, jointly with counsel for 

individual executive defendants, filed the joint motion for summary judgment. 

On July 2, 2021, UTIER filed its own amended motion for summary judgment. 

On July 19, 2021, Proskauer filed PREPA’s reply in support of the amended 

motion to dismiss, which the individual defendants joined. On September 10, 

2021, Proskauer filed the Oversight Board’s opposition to the four motions in 

limine. The same day, Proskauer, together with counsel for individual executive 

defendants, filed defendants’ opposition to UTIER’s summary judgment and, and 

on December 8, 2021, the joint defendants’ reply in support of their motion for 

summary judgment. On February 4, 2022, the Title III Court granted the 

PREPA’s and individual defendants’ motion and dismissed the surviving claims 

in UTIER’s third amended complaint against them with no further leave to 

amend.22 On March 3, 2022, UTIER appealed the Title III Court decision. On 

21 See Amended Memorandum Opinion Regarding Notices of Puerto Rico Electric Power Authority for Entry of an 

Order Approving PREPA to Assume Certain Power Purchase and Operating Agreements and Amended Order 

Approving PREPA’s Assumption of Power Purchase Agreements [Case 17-4780; ECF Nos. 2666 and 2667]. 

22 See Memorandum Opinion and Order Granting PREPA’s and Individual Defendants’ Motion to Dismiss 

Plaintiff’s Third Amended Adversary Complaint Pursuant to Fed. R. Civ. P. 12(b)(6) [Adv. Proc. No. 17-0299; 

ECF No. 218]. 

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September 20, 2022, the Title III Court granted the Defendants’ motion for 

summary judgment and closed the adversary proceeding. 

 La Liga de Ciudades de Puerto Rico v. FOMB, Adv. Proc. No. 21-0026 (the “La 

Liga Adversary Proceeding”). On March 14, 2021, a not-for-profit organization 

of Puerto Rico Mayors from various municipalities (La Liga de Ciudades de 

Puerto Rico or “La Liga”) commenced an adversary action against the Oversight 

Board, among others, seeking a Title III Court order prohibiting collection of 

funds from the municipalities for the time period allegedly exempted by Law 29, 

enjoining the Board from interfering with fiduciary duties owed by AAFAF and 

CRIM to the municipalities, and declaring nonexistent the municipalities’ debts to 

CRIM, ASES and Puerto Rico Retirement System. On May 14, 2021, Proskauer, 

on behalf of the Oversight Board, filed a motion to dismiss the La Liga complaint 

and on July 14, 2021, the reply in support of the motion. The Oversight Board’s 

motion, together with motions to dismiss filed by other parties, was granted by the 

Title III Court on January 4, 2022, and on January 18, 2022, La Liga filed its 

Notice of Appeal with the First Circuit. La Liga de Ciudades de Puerto Rico v. 

FOMB, Case No. 22-1062 (1st Cir.). 

 R&D Master Enterprises, Inc. v. FOMB, Case No. 21-cv-01317-RAM (D.P.R.). 

On July 8, 2021, three Puerto Rico private corporations and two private citizens 

filed a complaint in the District Court of Puerto seeking an order requiring the 

Oversight Board to evaluate the loan sale agreement under which their loans had 

been transferred from The Economic Development Bank for Puerto Rico (the 

“BDE”) to private entity PR Recovery and Development JV, LLC. On July 27, 

2021, Proskauer, on behalf of the Oversight Board, and Natalie Jaresko as its 

Executive Director, moved to transfer the R&D Master Enterprises dispute to the 

pending Title III case of the Commonwealth of Puerto Rico. On August 6, 2021, 

plaintiffs opposed the transfer and Proskauer filed the reply in support on August 

17, 2021. The transfer was denied on October 25, 2021. On September 3, 2021, 

Proskauer filed the Oversight Board’s and Natalie Jaresko’s motion to dismiss 

plaintiffs’ complaint for lack of jurisdiction. On September 15, 2021, the plaintiffs 

responded in opposition to dismissal and on September 29, 2021, Proskauer filed 

the reply in support. On February 14, 2022, a group of private citizens and clients 

of the BDE filed a motion to intervene in the R&D Master Enterprises dispute. On 

February 25, 2022, Proskauer filed the Oversight Board’s and Natalie Jaresko’s 

opposition to the putative intervenors’ motion. 

28. As part of Proskauer’s involvement in the above matters, Proskauer (a) prepared 

and filed numerous pleadings and briefs in litigation matters; (b) participated in and prepared for 

hearings; (c) researched jurisprudence regarding legal and factual issues, including bankruptcy 

and U.S. Constitutional issues; and (d) performed a myriad of other professional services as 

described in this Application and reflected in Schedule 3 and Exhibit B. 

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29. By this Application, Proskauer seeks an allowance, pursuant to the Interim 

Compensation Order, of (a) $22,109.20 as compensation for professional services rendered; and 

(b) $29,334.62 as reimbursement for actual and necessary expenses incurred during the 

Compensation Period in connection with such professional services. The Application reflects the 

sizeable discount embedded in Proskauer’s Engagement Letter with the Oversight Board, in 

which it fixed hourly rates at levels providing in the Compensation Period up to 53% discounts 

on the hourly rates of its most senior partners. 

30. Proskauer maintains computerized records of the time spent by all Proskauer 

attorneys and paraprofessionals in connection with the firm’s representation of the Oversight 

Board as representative of the Debtor. Subject to redaction where necessary to preserve mediation 

confidentiality, copies of the computerized records for the Compensation Period are attached 

hereto as Exhibit B. 

31. Proskauer’s budget and staffing plan for the Compensation Period are attached 

hereto as Exhibit D. 

32. Proskauer’s summary of itemized time records for professionals and 

paraprofessionals performing services for the Oversight Board with respect to the Debtor during 

the Compensation Period is set forth on Schedule 2. The professional services performed by 

Proskauer on behalf of the Oversight Board as representative of the Debtor during the 

Compensation Period required an aggregate expenditure of 14.40 recorded hours by Proskauer’s 

partners and senior counsel; 3.40 recorded hours by associates; and 23.80 recorded hours by 

paraprofessionals. As required by the Guidelines, Exhibit C to this Application shows, for each 

Project Category (as defined below), a list of professionals who performed services in each Project 

Category and the aggregate recorded hours each professional incurred. In accordance with 

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Guidelines paragraph C.3, Proskauer’s blended hourly rates are disclosed in Schedules 1 and 5. 

The fees charged by Proskauer, as set forth in Schedule 2, are in accordance with the firm’s 

existing billing rates and procedures in effect during the Compensation Period, as revised to reflect 

Proskauer’s arrangement with the Oversight Board. The standard rates Proskauer charges for the 

services rendered by its professionals and paraprofessionals in these Title III cases have been 

reduced to reflect the unique circumstances of PROMESA and the position of the Commonwealth 

of Puerto Rico, its instrumentalities, and its residents. Schedules 2 and 5 show the rates Proskauer 

charges on an hourly basis are below the competitive market rates for bankruptcy and nonbankruptcy matters charged by the other professionals representing the Commonwealth and 

statutory committees. No Proskauer rates are increased as a result of the geographic location of a 

bankruptcy case (or a Title III case). 

33. All entries itemized in Proskauer’s time records comply with the requirements set 

forth in the Guidelines, including, without limitation, (a) the utilization of project categories (each 

a “Project Category”), (b) a description of each activity or service that each individual performed, 

and (c) the number of hours (in increments of one-tenth of an hour) spent by each individual 

providing the services. Each Project Category is organized in accordance with Guidelines 

paragraph C.8.b. If a Project Category does not appear in a particular application, Proskauer did 

not bill time or expenses for that Project Category during the Compensation Period, but may bill 

time for that Project Category in the future. In addition, only Project Categories for which 

Proskauer billed more than 10 hours during the Compensation Period are summarized in the 

Application. Project Categories for which Proskauer billed less than 10 hours are included in 

Exhibit B. While Proskauer billed only 41.60 hours to ERS during the Compensation Period, 

Proskauer has billed substantially more time to ERS during prior Compensation Periods. In 

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addition, during the Compensation Period, substantial work was done to advance ERS’s 

restructuring in connection with the proposed Commonwealth, ERS, and PBA plan of adjustment 

and related disclosure statement, which provide for a comprehensive restructuring of ERS’s debt, 

but which work was billed to other Project Categories related to the Commonwealth as it involves 

multiple Debtors. 

Applicant Statement In Compliance with Appendix B Guidelines Paragraph C.5 

34. The following answers are provided in response to the questions set forth in 

Guidelines paragraph C.5: 

Question: Did you agree to any variations from, or alternatives to, your standard or 

customary billing rates, fees or terms for services pertaining to this 

engagement that were provided during the application period? If so, please 

explain. 

Response: No. 

Question: If the fees sought in this fee application as compared to the fees budgeted 

for the time period covered by this fee application are higher by 10% or 

more, did you discuss the reasons for the variation with the client? 

Response: The total fees sought in this Application did not exceed the total budgeted 

fees for the Compensation Period (the fees sought in this Application are 

40.2% below the budgeted fees). 

Question: Have any of the professionals included in this fee application varied their 

hourly rate based on the geographic location of the bankruptcy case? 

Response: No. 

Question: Does the fee application include time or fees related to reviewing or 

revising time records or preparing, reviewing, or revising invoices? (This 

is limited to work involved in preparing and editing billing records that 

would not be compensable outside of bankruptcy and does not include 

reasonable fees for preparing a fee application.). If so, please quantify by 

hours and fees. 

Response: No, the Application does not include time or fees related to reviewing time 

records or preparing, reviewing, or revising invoices in connection with the 

preparation of monthly fee statements. 

Question: Does this fee application include time or fees for reviewing time records to 

redact any privileged or other confidential information? If so, please 

quantify by hours and fees. 

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Response: No time was spent redacting time records on account of privilege concerns. 

Question: If the fee application includes any rate increases since retention: (i) Did 

your client review and approve those rate increases in advance? (ii) Did 

your client agree when retaining the law firm to accept all future rate 

increases? If not, did you inform your client that they need not agree to 

modified rates or terms in order to have you continue the representation, 

consistent with ABA Formal Ethics Opinion 11–458? 

Response: Yes. Proskauer’s Engagement Letter with the Oversight Board provides 

that Proskauer’s rates increase each year “on January 1 by the lower of the 

percentage rate increase we announce, and four percent.” (Engagement 

Letter at 1–2). Pursuant to the Engagement Letter, Proskauer’s rates 

increased 4% effective January 1, 2021, yielding a new flat rate for 

attorneys (partners, senior counsel, and associates) of $853 per hour, for ediscovery attorneys of $421 per hour, and for paraprofessionals of $291 per 

hour. Rates have not increased during this Compensation Period. 

Gross-Up Amount 

35. Prior to December 10, 2018, Puerto Rico taxed Proskauer’s fees differently 

depending on whether Proskauer’s timekeepers performed work while physically present in Puerto 

Rico or off-island. Specifically, a 7% withholding tax was assessed (at time of payment) on fees 

derived from work performed while the timekeeper was physically present in Puerto Rico, but not 

on fees derived from work performed outside of Puerto Rico. 

36. On December 10, 2018, Puerto Rico enacted Act 257–2018, amending the Puerto 

Rico tax code and eliminating the differences in tax treatment based on where work was 

performed. Under Act 257–2018, all Proskauer fees incurred on or after December 10, 2018—

regardless of the timekeepers’ physical location—are assessed with a 10% withholding tax at the 

time of payment. 

37. For certain periods prior to Proskauer’s fiscal year beginning November 1, 2020, 

Proskauer requested approval of Gross-Up Amounts which it would request payment of if it did 

not receive federal tax credits offsetting the withholding tax. Proskauer is not requesting such 

approval for periods subsequent to October 31, 2020 based on the registration of its Engagement 

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Letter and understandings with the Commonwealth government. In prior Fee Applications, 

Proskauer requested approval for periods prior to October 2020. If it becomes necessary to 

request approval of a Gross-Up Amount for October 2020 or subsequent Compensation Periods, 

Proskauer will make that application at a subsequent time. 

Professionals Billing Fewer Than Five Hours per Month 

38. The following chart indicates, solely with respect to the Debtor’s Title III Case, (a) 

professionals who billed fewer than five hours per month, (b) the months for which fewer than five 

hours were billed by the professional, and (c) an explanation of why the use of such professional 

was reasonable and necessary. As a general matter, because of the size and complexity of the 

Debtor’s Title III Case, it was reasonable and necessary to consult with professionals with specific 

practice area expertise to assist Proskauer’s core restructuring professionals in providing the 

Debtor with necessary and beneficial professional services. Moreover, it was often necessary to 

consult with professionals more familiar with other aspects of the restructuring of Puerto Rico and 

with specific adversary proceedings to deal with global strategic issues and ensure that positions 

taken by the Oversight Board are consistent across all the Title III cases. Furthermore, 

occasionally the urgency of certain briefing schedules required pulling in professionals from 

different work streams to assist on time-sensitive matters.23

Professional 

Month(s) in 

which less 

than 5 hours 

were billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Esses, Joshua A. June 

Mr. Esses is an associate in Proskauer’s BSGR&B 

group who assisted with drafting omnibus objections 

to claims filed against the Debtor. 

23 Many of the professionals listed below have billed substantially more time on other matters related to Proskauer’s 

representation of the Oversight Board, including matters within and outside of PROMESA Title III. Many of 

these professionals have also billed substantially more time on matters related to Proskauer’s representation of the 

Oversight Board during prior Compensation Periods. 

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Professional 

Month(s) in 

which less 

than 5 hours 

were billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Firestein, Michael A. July, August 

Mr. Firestein is a partner in Proskauer’s litigation 

department who analyzed the Cooperativas’ claims 

and their impact on confirmation of the Debtor’s 

plan of adjustment, and advised on communications 

with the Cooperativas’ counsel and drafting the 

related omnibus objection to the Cooperativas’ 

claims. 

Levitan, Jeffrey W. August 

Mr. Levitan is a partner in Proskauer’s BSGR&B 

group who advised on drafting the omnibus 

objection to the Cooperativas’ claims. 

Petrov, Natasha 

June – 

August, 

October 

Ms. Petrov is a paralegal in Proskauer’s BSGR&B 

group who assisted with drafting Proskauer’s 

Eleventh Interim Application and Twelfth Interim 

Application. 

Roche, Jennifer L. July, August 

Ms. Roche is a senior counsel in Proskauer’s 

litigation department who advised on 

communications with the Cooperativas’ counsel and 

drafting the omnibus objection to the Cooperativas’ 

claims. 

Silvestro, Lawrence T. July 

Mr. Silvestro is a paralegal in Proskauer’s litigation 

department who assisted with case management 

related tasks. 

Singer, Tal J. July 

Mr. Singer is a paralegal in Proskauer’s BSGR&B 

group who assisted with case management related 

tasks. 

Stafford, Laura August 

Ms. Stafford is an associate in Proskauer’s litigation 

department who assisted with drafting the omnibus 

objection to the Cooperativas’ claims. 

Volin, Megan R. July 

Ms. Volin is an associate in Proskauer’s BSGR&B 

group who assisted with drafting Proskauer’s 

Eleventh Interim Application. 

Weise, Steven O. August 

Mr. Weise is a partner in Proskauer’s corporate 

department who advised on drafting the omnibus 

objection to the Cooperativas’ claims. 

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Summary Description of Professional Services 

39. The following is a brief narrative summary, listed by Project Category, of the 

professional services rendered by Proskauer during the Compensation Period. Only Project 

Categories for which Proskauer billed more than 10 hours during the Compensation Period are 

summarized below. Project Categories for which Proskauer billed less than 10 hours during the 

Compensation Period are listed in Exhibit B. 

I. Matter No. 33260.0007 (PROMESA Title III: ERS)

40. This matter number covers time spent relating to the core ERS Title III case, 

including, for example, litigation matters relating to the core ERS Title III case and time spent 

regarding mediation, fiscal plan issues, and work on disclosure statements or plans of adjustment. 

(a) Employment and Fee Applications (Project Category 218) 

 (Fees: $7,512.90; Hours: 23.50) 

41. This Project Category includes time spent on issues related to the compensation of 

Proskauer, and the retention and compensation of other Oversight Board professionals, including 

the preparation of interim fee applications. Specifically, Proskauer attorneys and paraprofessionals 

spent time drafting Proskauer’s Eleventh Interim Application and Twelfth Interim Application. 

II. Matter No. 33260.0068 (ERS Title III – Cooperativa de Ahoro y Creditor Vegabajena) 

42. This matter number covers time spent working on the Oversight Board’s opposition 

to a complaint for declaratory relief filed by secured creditor Cooperativa de Ahorro y Credito 

Vegabajena (together with other credit unions, the “Cooperativas”) requesting the Court’s 

affirmation of its security interests, including Cooperativa de Ahorro y Credito Vegabajena v. 

FOMB, Adv. Proc. No. 19-0028 (the “Cooperativa Adversary Proceeding”), and related proofs of 

claim filed by Cooperativa de Ahorro y Crédito Vegabajeña. 

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(a) Analysis and Strategy (Project Category 210) 

(Fees: $8,615.30; Hours: 10.10) 

43. This Project Category includes time spent related to legal analysis on, and strategic 

approaches to, the Debtor’s Title III Case and various issues relating thereto, including (a) 

meetings to discuss strategic case considerations, the status of various work streams, and next 

steps; (b) all Proskauer internal meetings, to the extent not expressly covered by another Project 

Category; and (c) preparing for and participating in discovery, and preparing for and attending 

depositions. Specifically, Proskauer attorneys spent time reviewing and analyzing the status of the 

Cooperativa Adversary Proceeding, communicating with the Cooperativas’ counsel regarding the 

Title III Court order staying the case pending confirmation of the Debtor’s plan of adjustment, 

further developing the Oversight Board’s litigation strategy, analyzing the Cooperativas’ claims 

and their impact on confirmation of the Debtor’s plan of adjustment, and drafting the Three 

Hundred Eighty-Ninth Omnibus Objection to Claims seeking to disallow the Cooperativas’ claims 

arising from personal loan agreements. 

* * * * 

44. The foregoing professional services performed by Proskauer on behalf of the 

Oversight Board as representative of the Debtor during the Compensation Period were reasonable, 

necessary, appropriate, and beneficial when rendered, facilitated the effective administration of the 

Debtor’s Title III Case, and were in the best interests of the Oversight Board and the Debtor’s 

creditors, residents, and other stakeholders. Compensation for the foregoing services as requested 

is commensurate with the complexity, importance, and time-sensitive nature of the problems, 

issues, and tasks involved. The professional services were performed with expedition and in an 

efficient manner. 

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45. In accordance with the factors enumerated in the Bankruptcy Code, the amount of 

fees requested is fair and reasonable given: (a) the complexity of the Debtor’s Title III Case; (b) 

the time expended; (c) the nature and extent of the services rendered; (d) the value of such 

services; (e) Proskauer’s established expertise in the bankruptcy field; and (f) the costs of 

comparable services other than in a case under the Bankruptcy Code. 

Actual and Necessary Expenses of Proskauer 

46. Pursuant to the Guidelines, Schedule 4 is Proskauer’s summary of actual and 

necessary expenses incurred on behalf of the Oversight Board as representative of the Debtor 

during the Compensation Period. 

47. In accordance with paragraph C.13 of the Appendix B Guidelines, and as more fully 

itemized in Schedule 4, Proskauer seeks reimbursement for its necessary and reasonable expenses, 

including: (a) transcription services, and (b) litigation support. All expense entries detailed in 

Exhibit B comply with the requirements set forth in the Guidelines, including an itemization of the 

expenses by category, the date the expense was incurred, and the individual incurring the expense, 

where available. The reasons for the expenses are self-explanatory. In compliance with Appendix 

B Guidelines paragraph C.13, the requested expenses are of the kind customarily charged to 

Proskauer’s chapter 11 and non-bankruptcy clients and by other comparable professionals. 

48. As per the Appendix B Guidelines, Proskauer has not requested reimbursement of 

expenses related to overhead charges, such as secretarial services and proofreading. The 

expenditures Proskauer is seeking reimbursement for and which are reflected on Schedule 4 are all 

of the type customarily billed to clients. 

49. During the Compensation Period, Proskauer has disbursed $29,334.62 as necessary 

and reasonable expenses. These charges cover Proskauer’s direct operating costs, which costs are 

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not incorporated into the firm’s hourly billing rates (because to do so would impose that cost upon 

clients who do not benefit from extensive photocopying and other facilities and services). 

Proskauer has made every effort to minimize its expenses in the Debtor’s Title III Case. The 

actual expenses incurred in providing professional services were necessary, reasonable, and 

justified under the circumstances to effectively serve the needs of the Debtor in its Title III case. 

Compensation Paid and Its Source 

50. All services for which Proskauer seeks compensation, and expenses for which it 

seeks reimbursement, were performed on behalf of the Oversight Board as representative of the 

Debtor. In connection with the matters covered by this Application, Proskauer received no 

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

other than the Debtor. There is no agreement or understanding between Proskauer and any other 

person, other than members of the firm, for the sharing of compensation received for services 

rendered in this Title III case. 

51. PROMESA sections 316 and 317 provide for interim compensation of professionals 

and govern the Court’s award of such compensation. PROMESA section 316 provides that a court 

may award a professional person employed by the Debtor or the Oversight Board under 

PROMESA “(1) reasonable compensation for actual, necessary services rendered by the 

professional person, or attorney and by any paraprofessional person employed by any such person; 

and (2) reimbursement for actual, necessary expenses.” PROMESA § 316(a). Section 316 also 

sets forth the criteria for the award of such 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; 

(2) the rates charged for such services; 

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(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). 

52. As noted above, the professional services and expenditures for which Proskauer 

seeks compensation and reimbursement in this Application were necessary and beneficial to the 

Oversight Board, as representative of the Debtor, and included, among other things, anticipating or 

responding to the Oversight Board’s needs and assisting in the Oversight Board’s navigation of the 

Debtor’s very complex Title III case. The compensation requested herein is reasonable in light of 

the nature, extent, and value of such services to the Oversight Board. The Oversight Board has 

reviewed and approved this Application. 

Reservations 

53. To the extent time or disbursement charges for services rendered or expenses 

incurred relate to the Compensation Period but were not processed prior to the preparation of this 

Application, or Proskauer has for any other reason not yet sought compensation or reimbursement 

of expenses herein with respect to any services rendered or expenses incurred during the 

Compensation Period, Proskauer reserves the right to request compensation for such services and 

reimbursement of such expenses in a future application. 

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Notice 

54. Pursuant to the Interim Compensation Order and the Sixteenth Amended Notice, 

Case Management and Administrative Procedures [ECF No. 20190-1], notice of this Application 

has been filed in the Debtor’s Title III Case and the lead Commonwealth of Puerto Rico’s Title 

III Case and served upon: 

(a) the Financial Oversight and Management Board, 40 Washington Square South, 

Office 314A, New York, NY 10012, Attn: Professor Arthur J. Gonzalez, 

Oversight Board Member; 

(b) attorneys for the Financial Oversight and Management Board as representative of 

The Commonwealth of Puerto Rico, 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 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 (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, Suite 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, 

919 Third Ave., New York, NY 10022, 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); 

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(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, P.O. 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) 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, 

Esq. (elugo@edgelegalpr.com); and 

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

Suite 500, Madison, WI 53703, Attn: Katherine Stadler, Esq. 

(KStadler@gklaw.com). 

55. Proskauer submits that, in light of the foregoing, no other or further notice need be 

provided. 

WHEREFORE Proskauer respectfully requests that the Court issue an order (a) allowing 

interim compensation for professional services rendered during the Compensation Period in the 

amount of $22,109.20, and allowing reimbursement for actual and necessary expenses Proskauer 

incurred in connection with such services during the Compensation Period in the amount of 

$29,334.62; (b) authorizing and directing the Debtor to pay promptly to Proskauer the difference 

between (i) the amount of interim compensation for professional services rendered and 

reimbursement of expenses incurred during the Compensation Period allowed hereunder, and (ii) 

the amounts for such compensation and expenses previously paid to Proskauer, consistent with the 

provisions of the Interim Compensation Order; (c) allowing such compensation for professional 

services rendered and reimbursement of actual and necessary expenses incurred without prejudice 

to Proskauer’s right to seek additional compensation for services performed and expenses incurred 

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during the Compensation Period, which were not processed at the time of this Application or 

which arise from the accrued incremental fees from increased rates in the Engagement Letter; and 

(d) granting Proskauer such other and further relief as is just and proper. 

[Remainder of Page Intentionally Left Blank] 

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Dated: March 31, 2023 

 San Juan, Puerto Rico 

Respectfully submitted, 

/s/ Martin J. Bienenstock 

Martin J. Bienenstock (pro hac vice) 

Paul V. Possinger (pro hac vice) 

Ehud Barak (pro hac vice) 

PROSKAUER ROSE LLP 

Eleven Times Square 

New York, NY 10036 

Tel: (212) 969-3000 

Fax: (212) 969-2900 

Email: mbienenstock@proskauer.com 

 ppossinger@proskauer.com 

 ebarak@proskauer.com 

 

-and- 

/s/ Hermann D. Bauer 

Hermann D. Bauer 

USDC No. 215205 

/s/ Ubaldo M. Fernández 

Ubaldo M. Fernández 

USDC No. 224807

O’NEILL & BORGES LLC 

250 Muñoz Rivera Ave., Suite 800 

San Juan, PR 00918-1813 

Tel: (787) 764-8181 

Fax: (787) 753-8944 

Attorneys for the Financial Oversight and 

Management Board as Representative of the 

Debtor

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