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

 Objection Deadline: August 10, 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 

PUERTO RICO ELECTRIC POWER AUTHORITY, 

 Debtor. 

PROMESA 

Title III 

Case No. 17–BK–4780–LTS 

This Application relates only to 

PREPA, and shall be filed in the 

lead Case No. 17–BK–3283–LTS 

and PREPA’s Title III Case 

(Case No. 17–BK–4780–LTS) 

SUMMARY SHEET TO 

FIFTEENTH 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, PUERTO RICO ELECTRIC POWER AUTHORITY, FOR THE 

PERIOD FEBRUARY 1, 2022 THROUGH MAY 31, 2022 

1

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

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

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

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

Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-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 

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: February 1, 2022 through May 31, 2022 (the 

“Compensation Period”) 

Amount of Fees Sought: $4,245,847.80 

Gross-Up Amount:2 -- 

Amount of Expense Reimbursement Sought: $133,935.28 

Total Fees and Expenses 

Sought for Compensation Period: 

$4,379,783.08 

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

This is the Fifteenth 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

 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, 2021, and 

is not currently requesting its approval. 

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3 

Fifteenth Interim Compensation Period 

February 1, 2022 – May 31, 2022

Statement 

and Date 

Served 

Period 

Covered 

Total Fees 

Incurred 

Fees Requested 

(90%) 

Expenses 

Requested 

Fees Paid 

(90%) Expenses Paid 

FiftySeventh 

3/22/2022 

2/1/22 to 

2/28/22 $842,707.50 $758,436.75 $29,458.20 $758,436.75 $29,458.20 

Fifty-Eighth 

4/27/2022 

3/1/22 to 

3/31/22 $921,091.20 $828,982.08 $19,653.05 $828,982.08 $19,653.05 

Fifty-Ninth 

5/26/2022 

4/1/22 to 

4/30/22 $1,206,311.90 $1,085,680.71 $52,232.07 $1,085,680.71 $52,232.07 

Sixtieth 

6/24/2022 

5/1/22 to 

5/31/22 $1,271,834.40 $1,144,650.96 $32,591.96 $1,144,650.96 $32,591.96 

Sixtieth 

(Puerto 

Rico) 3

6/24/2022

5/1/22 to 

5/31/22 $3,902.80 $3,512.52 $0.00 $3,512.52 $0.00 

Totals: $4,245,847.80 $3,821,263.02 $133,935.28 $3,821,263.02 $133,935.28 

3

 For purposes of assisting AAFAF and the Puerto Rico Department of Treasury in calculating any applicable 

withholding taxes for services rendered by Proskauer timekeepers while physically present in Puerto Rico, 

Proskauer maintains separate monthly fee statements for any such services. 

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4 

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: 

$887.004

Blended Rate in This Application for All 

Timekeepers: 

$868.45 

Compensation Sought in this Application 

Already Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed: 

$3,821,263.02 

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed: 

$133,935.28 

Number of Professionals Included in this 

Application:5

70 

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: 

27 

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 November 25, 2016 

engagement letter with the Oversight Board 

(the “Engagement Letter”) 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, 2022, yielding a new 

flat rate for attorneys (partners, senior counsel, 

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 72, and thus the actual number 

of timekeepers was 2 fewer than anticipated. 

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5 

and associates) of $887 per hour, for ediscovery attorneys of $438 per hour, and for 

paraprofessionals of $303 per hour. 

Proskauer gave notice of this rate increase by 

filing its Engagement Letter on the ECF system 

and providing sworn certifications, attached to 

Proskauer’s eighth and tenth interim 

applications as Exhibit A [Case No. 17-3283 

ECF Nos. 12829 and 16148]. In addition, on 

December 9, 2021, Proskauer filed the Notice of 

Annual Hourly Rate Adjustment Pursuant to 

Engagement Letter, Dated November 25, 2016, 

of Proskauer Rose LLP, as Attorneys for the 

Financial Oversight and Management Board 

for Puerto Rico [Case No. 17-3283, ECF No. 

19457], providing additional notice of 

Proskauer’s automatic 2022 rate adjustment 

pursuant to the Engagement Letter. Rates have 

not increased during the Compensation Period. 

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Schedule 2 

Summary of Professional Services Rendered by 

Timekeeper for the Period February 1, 2022 through May 31, 2022 

NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE7

HOURS 

BILLED

FEES 

BILLED

PARTNERS 

Barak, Ehud BSGR&B8 – 2010 $887 535.80 $475,254.60 

Bienenstock, Martin J. BSGR&B – 1978 $887 224.20 $198,865.40 

Brenner, Guy Labor & Employment 

– 2002 $887 1.40 $1,241.80

Cooper, Scott P. Litigation – 1981 $887 10.20 $9,047.40 

Dale, Margaret A. Litigation – 1990 $887 119.70 $106,173.90 

Firestein, Michael A. Litigation – 1983 $887 74.00 $65,638.00 

Garnett, Karen J. Corporate – 1990 $887 0.30 $266.10 

Gerkis, James P. Corporate – 1984 $887 31.20 $27,674.40 

Hamburger, Paul M. Labor & Employment 

– 1985 $887 3.80 $3,370.60

Harris, Mark D. Litigation – 1992 $887 92.10 $81,692.70 

Levitan, Jeffrey W. BSGR&B – 1983 $887 54.20 $48,075.40 

Mervis, Michael T. Litigation – 1990 $887 80.60 $71,492.20 

Mungovan, Timothy W. Litigation – 1994 $887 38.10 $33,794.70 

Possinger, Paul V. BSGR&B – 1993 $887 385.90 $342,293.30 

Rappaport, Lary Alan Litigation – 1979 $887 149.30 $132,429.10 

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. 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, 2022, the rate increase is 4%, yielding a new flat rate for attorneys (partners, senior counsel, associates, 

and lawyers) of $887 per hour, for e-discovery attorneys of $438 per hour, and for paraprofessionals of $303 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

Richman, Jonathan E. Litigation – 1984 $887 25.50 $22,618.50 

Roberts, John E. Litigation – 2009 $887 22.10 $19,602.70 

Rosen, Brian S. BSGR&B – 1983 $887 4.00 $3,548.00 

Rosenthal, Marc E. Litigation – 1990 $887 5.10 $4,523.70 

Triggs, Matthew H. Litigation – 1990 $887 141.40 $125,421.80 

Waxman, Hadassa R. Litigation – 2001 $887 5.80 $5,144.60 

Weise, Steven O. Corporate – 1974 $887 101.70 $90,207.90 

Total for Partners: 2,106.40 $1,868,376.80 

SENIOR COUNSEL

Alonzo, Julia D. Litigation – 2009 $887 9.80 $8,692.60 

Stafford, Laura Litigation – 2012 $887 96.70 $85,772.90 

Total for Senior Counsel: 106.50 $94,465.50 

ASSOCIATES

Ansanelli, Julia M. Litigation – 2017 $887 15.40 $13,659.80 

Capizzi, Massimo B. Litigation – 2022 $887 0.40 $354.80 

Deming, Adam L. Litigation – 2018 $887 6.30 $5,588.10 

Desatnik, Daniel S. BSGR&B – 2016 $887 324.10 $287,476.70 

DuBosar, Jared M. Litigation – 2018 $887 61.40 $54,461.80 

Esses, Joshua A. BSGR&B – 2017 $887 24.90 $22,086.30 

Fassuliotis, William G. Litigation – 2020 $887 5.80 $5,144.60 

Greenberg, Maximilian A. BSGR&B – 2022 $887 118.30 $104,932.10 

Griffith, Jessica M. Litigation – 2021 $887 2.80 $2,483.60 

Guggenheim, Michael Litigation – 2021 $887 58.10 $51,534.70 

Hartunian, Joseph S. Litigation – 2019 $887 82.90 $73,532.30 

Hughes, Sarah E. Corporate – 2019 $887 27.60 $24,481.20 

Kim, Joan Litigation – 2021 $887 6.90 $6,120.30 

Kim, Mee R. Litigation – 2016 $887 57.90 $51,357.30 

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NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE7

HOURS 

BILLED

FEES 

BILLED

Klein, Reuven C. BSGR&B – N/A9 $887 220.10 $195,228.70 

Kowalczyk, Lucas Litigation – 2017 $887 32.20 $28,561.40 

Ma, Steve BSGR&B – 2014 $887 0.60 $532.20 

McGowan, Shannon D. Litigation – 2020 $887 2.90 $2,572.30 

Morris, Matthew J. Litigation – 2000 $887 0.20 $177.40 

Osaben, Libbie B. BSGR&B – 2021 $887 135.40 $120,099.80 

Ovanesian, Michelle M. Litigation – 2018 $887 31.00 $27,497.00 

Palmer, Marc C. Litigation – 2018 $887 16.10 $14,280.70 

Pedram, Shiva Litigation – 2021 $887 10.40 $9,224.80 

Rogoff, Corey I. Litigation – 2019 $887 8.50 $7,539.50 

Ruben, Jillian L. Corporate – 2019 $887 5.40 $4,789.80 

Ruthberg, Jana R. Litigation – 2022 $887 7.70 $6,829.90 

Samuels, Reut N. Litigation – 2021 $887 6.20 $5,499.40 

Sazant, Jordan BSGR&B – 2018 $887 350.80 $311,159.60 

Seyarto Flores, Briana M. Litigation – 2021 $887 9.20 $8,160.40 

Skrzynski, Matthew A. BSGR&B – 2017 $887 69.20 $61,380.40 

Sosa, Javier F. Litigation – 2019 $887 20.80 $18,449.60 

Stevens, Elliot R. BSGR&B – 2018 $887 324.30 $287,654.10 

Tocicki, Alyson C. Litigation – 2021 $887 4.10 $3,636.70 

Volin, Megan R. BSGR&B – 2020 $887 58.00 $51,446.00 

Weringa, Ashley M. BSGR&B – 2021 $887 159.50 $141,476.50 

Wheat, Michael K. BSGR&B – 2019 $887 255.40 $226,539.80 

Total for Associates: 2,520.80 $2,235,949.60 

9

 Reuven C. Klein is a first year associate who was not yet admitted to the bar during the Compensation Period. 

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9 

NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE10

HOURS 

BILLED

FEES 

BILLED

PARAPROFESSIONALS

Asnis, Griffin M. Litigation 

Paralegal – N/A $303 1.50 $454.50 

Cook, Alexander N. Corporate 

Paralegal – N/A $303 25.60 $7,756.80 

Ficorelli, Nicholas A. Professional 

Resources – N/A $303 0.50 $151.50 

Henderson, Laurie A. Professional 

Resources – N/A $303 0.50 $151.50 

Hoffman, Joan K. Litigation 

Paralegal – N/A $303 4.10 $1,242.30 

Monforte, Angelo Litigation 

Paralegal – N/A $303 26.10 $7,908.30 

Oloumi, Nicole BSGR&B 

Paralegal – N/A $303 15.30 $4,635.90 

Petrov, Natasha BSGR&B 

Paralegal – N/A $303 27.90 $8,453.70 

Schaefer, Shealeen E. Labor & Employment 

Paralegal – N/A $303 29.00 $8,787.00 

Singer, Tal J. BSGR&B 

Paralegal – N/A $303 24.80 $7,514.40 

Total for Paraprofessionals: 155.30 $47,055.90 

10 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, 2022, the rate 

increase is 4%, yielding a new flat rate for attorneys (partners, senior counsel, associates, and lawyers) of $887 per 

hour, for e-discovery attorneys of $438 per hour, and for paraprofessionals of $303 per hour. Rates have not 

increased during this Compensation Period. 

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10 

PROFESSIONALS 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Attorneys and Paraprofessionals 

Total: 4,889.00 $4,245,847.80 

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Schedule 3 

Summary of Professional Services Rendered by Project 

Category for the Period February 1, 2022 through May 31, 2022 

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT 

201 Tasks Relating to the Board, its 

Members, its Staff, its Advisors or its Consultants 20.40 $18,094.80 

202 Legal Research 243.10 $213,176.90 

204 Communications with Claimholders 27.20 $24,126.40 

205 

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities 

17.60 $15,611.20 

206 Documents Filed on Behalf of the Board 654.00 $580,098.00 

207 Non-Board Court Filings 37.70 $33,439.90 

208 Stay Matters 44.30 $39,294.10 

210 Analysis and Strategy 2,576.50 $2,285,355.50 

211 Non-Working Travel Time 2.90 $2,572.30 

212 General Administration 124.70 $37,784.10 

213 Labor, Pension Matters 50.40 $44,704.80 

214 Legal/Regulatory Matters 0.20 $177.40 

215 Plan of Adjustment and Disclosure Statement 605.40 $536,989.80 

216 Confirmation 0.60 $532.20 

218 Employment and Fee Applications 28.40 $9,773.20 

219 Appeal 449.40 $398,617.80 

220 Fee Applications for Other Parties 6.20 $5,499.40 

Total for All Project Categories: 4,889.00 $4,245,847.80 

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Schedule 4 

Summary of Actual and Necessary Expenses Incurred 

for the Period February 1, 2022 through May 31, 2022 

EXPENSE CATEGORY AMOUNT BILLED 

Airplane $448.66 

Food Service/ Conf. Dining $118.67 

HighQ Licensing $740.00 

Lexis/Westlaw $51,892.00 

Lodging $787.32 

Messenger/Delivery $351.88 

Out of Town Transportation $177.15 

Practice Support Vendors $24,761.80 

Reproduction $7,183.70 

Taxi, Carfare, Mileage and Parking $107.46 

Translation Service $47,366.64 

Total: $133,935.28 

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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 application11

Partners $1,370 $887 

Senior Counsel $1,145 $887 

Associates (7 or more years 

since first admission) $1,096 $887 

Associates (4–6 years since first 

admission) $991 $887 

Associates (1–3 years since first 

admission) $811 $887 

e-Discovery Attorneys $857 N/A 

Paraprofessionals $348 $303 

All Timekeepers Aggregated: $1,037 $868.45 

11 See supra note 7. 

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

 Objection Deadline: August 10, 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 

PUERTO RICO ELECTRIC POWER AUTHORITY, 

 Debtor. 

PROMESA 

Title III 

Case No. 17–BK–4780–LTS 

This Application relates only to 

PREPA, and shall be filed in the 

lead Case No. 17–BK–3283–LTS, 

and PREPA’s Title III Case 

(Case No. 17–BK–4780–LTS) 

FIFTEENTH 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, PUERTO RICO ELECTRIC POWER AUTHORITY, FOR THE 

PERIOD FEBRUARY 1, 2022 THROUGH MAY 31, 2022 

1

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

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

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

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

Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-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 

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 Puerto Rico Electric Power Authority (the “Debtor” or “PREPA”) pursuant 

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

(“PROMESA”),2 hereby submits this fifteenth 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 February 1, 2022 through and 

including May 31, 2022 (the “Compensation Period”) in the amount of $4,245,847.80, and (b) 

reimbursement of its actual and necessary expenses in the amount of $133,935.28 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 July 2, 2017, the Oversight Board issued a restructuring certification pursuant 

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

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

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Title III 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, Puerto Rico Electric Power Authority, for the Period July 2, 2017 

through September 30, 2017 [ECF No. 2053] (the “First Interim Application”). 

10. On April 9, 2018, Proskauer filed the Second 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, Puerto Rico Electric Power Authority, for the Period October 1, 

2017 through January 31, 2018 [ECF No. 2876] (the “Second Interim Application”). 

11. On July 16, 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, Puerto Rico Electric Power Authority, for the Period February 1, 2018 through 

May 31, 2018 [ECF No. 3582] (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, Puerto Rico Electric Power Authority, for the Period June 1, 2018 

through September 30, 2018 [ECF No. 4287] (the “Fourth Interim Application”). 

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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, Puerto Rico Electric Power Authority, for the Period October 1, 2018 through 

January 31, 2019 [ECF No. 7052] (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, Puerto Rico Electric Power Authority, for the Period February 1, 

2019 through May 31, 2019 [ECF No. 8743] (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, Puerto Rico Electric Power Authority, for the Period June 1, 2019 

through September 30, 2019 [ECF No. 9626] (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, Puerto Rico Electric Power Authority, for the Period October 1, 

2019 through January 31, 2020 and Notice of Deferral of Request for Payment of Rate Increase

[ECF No. 12829] (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 

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

Representative of the Debtor, Puerto Rico Electric Power Authority, for the Period February 1, 

2020 through May 31, 2020 [ECF No. 14354] (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, Puerto Rico Electric Power Authority, for the Period June 1, 2020 

through September 30, 2020 and Notice of Annual Rate Adjustment Provided in Original 

Engagement Letter [ECF No. 16148] (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, Puerto Rico Electric Power Authority, for the Period October 1, 

2020 through January 31, 2021 [ECF No. 17594] (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 

Representative of the Debtor, Puerto Rico Electric Power Authority, for the Period February 1, 

2021 through May 31, 2021 [ECF No. 19690] (the “Twelfth Interim Application”).

21. On March 31, 2023, Proskauer filed the 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 

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Title III Representative of the Debtor, Puerto Rico Electric Power Authority, for the Period June 

1, 2021 through September 30, 2021 [ECF No. 23919] (the “Thirteenth Interim Application”).

22. On April 14, 2023, Proskauer filed the Fourteenth 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, Puerto Rico Electric Power Authority, for the Period 

October 1, 2021 through January 31, 2022 [17-bk-4780, ECF No. 3387] (the “Fourteenth Interim 

Application”).

23. On March 22, 2022 Proskauer served on the Notice Parties (as defined in the 

Interim Compensation Order) its fifty-seventh monthly fee statement for the period February 1, 

2022 through February 28, 2022. On April 27, 2022, Proskauer served on the Notice Parties its 

fifty-eighth monthly fee statement for the period March 1, 2022 through March 31, 2022. On 

May 26, 2022, Proskauer served on the Notice Parties its fifty-ninth monthly fee statement for the 

period April 1, 2022 through April 30, 2022. On June 24, 2022, Proskauer served on the Notice 

Parties its sixtieth monthly fee statement for the period May 1, 2022 through May 31, 2022.

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

foregoing summary, Proskauer has requested an aggregate payment of $3,955,198.30 (payment of

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

(100%) of expenses incurred) and has received $3,955,198.30 with respect to fee statements filed 

during the Compensation Period.

Summary of Services Rendered by Proskauer During the Compensation Period 

25. The instant Application is Proskauer’s Fifteenth application for interim 

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

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in the pending Title III cases more efficient for the Court and other readers, paragraph 26 of the 

instant Application and the corresponding paragraph in Proskauer’s Fifteenth interim fee 

application in the pending HTA Title III case are identical and cover the principal activities in 

both Title III cases. 

26. The services rendered during the Compensation Period were essential to achieving 

significant progress in PREPA and HTA’s Title III cases. 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 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 HTA Joint Plan of Adjustment and Disclosure 

Statement. The Oversight Board worked with the Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF”), along with other parties in interest, to 

formulate and develop the plan of adjustment for HTA. On May 5, 2021, the 

Oversight Board, as representative of the Commonwealth and HTA in their Title 

III Cases, announced that, following extensive discussions guided by the court 

appointed Mediation Team, it had entered into the HTA/CCDA Related Plan 

Support Agreement (the “HTA/CCDA PSA”) with certain holders and insurers of 

in excess of $2 billion of claims against HTA, including monoline bond insurers 

Assured Guaranty Corp. and National Public Finance Corporation. The execution 

and delivery of the HTA/CCDA PSA not only cleared a pathway for confirmation 

and consummation of the Commonwealth plan of adjustment, but also resolved 

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litigation among the parties to the HTA/CCDA PSA, set forth the terms of 

securities to be issued pursuant to the plans of adjustment for the Commonwealth 

and HTA, and set forth the agreement of the parties to support the terms of a plan 

of adjustment for HTA consistent with the terms of the HTA/CCDA PSA. 

Following the execution of the HTA/CCDA PSA, twenty-two parties executed 

joinders to the HTA/CCDA PSA. As a result of the joinders, the HTA/CCDA 

PSA had the support of over $2.8 billion in HTA bond claims. 

On May 2, 2022, Proskauer, on behalf of the Oversight Board, filed the proposed 

Title III Plan of Adjustment of the Puerto Rico Highways and Transportation 

Authority [Case No. 17-BK-03657, ECF No. 1164] (as amended, supplemented, or 

modified, the “HTA Plan”) and Disclosure Statement for the Title III Plan of 

Adjustment of the Puerto Rico Highways and Transportation Authority [Case No. 

17-BK-03657, ECF No. 1165] (as amended, supplemented, or modified, the “HTA 

Disclosure Statement”). 

Following the filing of the HTA Plan, the Oversight Board continued to meet with 

the Official Committee of Unsecured Creditors (the “UCC”) with the goal of 

attaining an agreement and reaching a fully consensual plan of adjustment for 

HTA. On May 9, 2022, the Oversight Board, as representative of HTA in its Title 

III Case, and the UCC entered into a letter agreement, which among other things, 

set forth the treatment of general unsecured claimholders of HTA and secured the 

UCC’s support of the terms of the plan of adjustment for HTA. On May 16, 2022, 

Proskauer, on behalf of the Oversight Board, filed the proposed Amended Title III 

Plan of Adjustment of the Puerto Rico Highways and Transportation Authority

[Case No. 17-BK-03657, ECF No. 1177] and related Disclosure Statement for the 

Amended Title III Plan of Adjustment of the Puerto Rico Highways and 

Transportation Authority [Case No. 17-BK-03657, ECF No. 1178] which, among 

other things, incorporated the material terms of the letter agreement and revisions 

associated with the issuance of new HTA bonds. 

After the conclusion of the Compensation Period, Proskauer, on behalf of the 

Oversight Board, filed additional amendments to the HTA Plan and HTA 

Disclosure Statement. On June 17, 2022, the Court held a hearing to consider, 

among other things, adequacy of information contained in the Disclosure 

Statement and, on June 22, 2022, the Court entered an order approving the 

Disclosure Statement and, among other things, scheduling the hearing to consider 

confirmation of the HTA Plan for August 17–18, 2022 (the “HTA Confirmation 

Hearing”). The Confirmation Hearing took place on August 17, 2022, and the 

Court entered an order confirming the HTA Plan on October 12, 2022 [Case No. 

17-BK-03657, ECF No. 1415]. The HTA Plan became effective on December 6, 

2022. 

 Communications with Stakeholders Regarding Steps Toward the Resolution of 

PREPA’s Title III Case. On February 18, 2022, the Ad Hoc Group of PREPA 

Bondholders filed the Urgent Motion of the Ad Hoc Group of PREPA Bondholders 

Pursuant to Section 312 of PROMESA and Section 105 of the Bankruptcy Code to 

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Appoint a Mediator and Impose Deadlines for a PREPA Plan of Adjustment [Case 

No. 17-4780, ECF No. 2716], requesting the appointment of a mediator and 

establishment of various deadlines in connection with a proposed plan of 

adjustment for PREPA. Numerous parties submitted objections or other responses 

to the motion. On February 28, 2022, Proskauer submitted the Oversight Board’s 

objection to certain parts of the motion, but did not object to a mediation as long as 

it was inclusive of major stakeholders. 

On March 8, 2022, the Title III Court entered the Order Denying Urgent Motion of 

the Ad Hoc Group of PREPA Bondholders to Appoint a Mediator and Impose 

Deadlines for a PREPA Plan of Adjustment and Directing Additional Consultation 

and Filings [Case No. 17-4780, ECF No. 2748], which, among other things, 

directed the Oversight Board to meet and confer with AAFAF, the Ad Hoc Group, 

and all other major stakeholders and interested parties whose collaboration the 

Oversight Board believed was necessary to construct a proposed plan of 

adjustment for PREPA, and to file a status report regarding its progress by March 

18, 2022. Pursuant to the order, the Oversight Board and AAFAF filed the 

Government Parties’ Status Report in Furtherance of March 8, 2022 Court Order 

Regarding Mediation of a PREPA Plan of Adjustment [Case No. 17-4780, ECF 

No. 2761] informing the Title III Court that the Oversight Board conferred by 

email with counsel to AAFAF, the UCC, the Ad Hoc Group, National Public 

Finance Guarantee Corp., Assured Guaranty Corp. and Assured Guaranty 

Municipal Corp., Syncora Guarantee, Inc., La Union de Trabajadores de La 

Industria Electrica y Riego (“UTIER”), PREPA’s retirement system, and PREPA’s 

Fuel Line Lenders 6 , all of which were supportive of engaging in mediation 

pursuant to a mediation agreement on substantially similar terms to that entered 

into by the mediation parties in connection with the plan of adjustment for the 

Commonwealth. 

On April 8, 2022, Title III Court entered the Order Appointing Mediation Team 

[Case No. 17-4780, ECF No. 2772], appointing the PREPA Mediation Team 

comprised of the Honorable Shelley C. Chapman as lead mediator, the Honorable 

Robert D. Drain, and the Honorable Brendan L. Shannon to facilitate confidential 

negotiations among the PREPA mediation parties. On the same date, the Court 

entered its Order Establishing the Terms and Conditions of Mediation [Case No. 

17-4780, ECF No. 2773]. The Oversight Board participated in mediation 

throughout the Compensation Period. 

 Claim Objections. In connection with proofs of claim filed against the HTA and 

PREPA, Proskauer filed a total of 24 omnibus objections between February 1, 

2022 and May 31, 2022. Proskauer professionals dedicated a significant amount 

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

6

 Cortland Capital Market Services LLC, as successor administrative agent under a Credit Agreement, dated May 4, 

2012, among PREPA, Scotiabank de Puerto Rico and certain lenders, and certain lenders under a Trade Finance 

Facility Agreement, dated July 20, 2012, between PREPA and Citibank, N.A. (collectively, the “Fuel Line 

Lenders”). 

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preparing omnibus objections to those claims, as well as reviewing multiple 

responses and preparing replies in support of the objections. 

 First Circuit Appeal. FOMB v. Vitol S.A, Case No. 21-1987. On December 8, 

2021, Proskauer, on behalf of the Oversight Board as sole representative of 

PREPA, appealed from the Title III Court rulings granting in part and denying in 

part the Oversight Board’s and Vitol’s cross-motions for summary judgment. 

Proskauer submitted the appellate opening brief on May 2, 2022. During the 

pendency of the appeal, the parties worked in good faith to resolve the dispute and 

on July 20, 2022, filed the joint motion to hold the appeal in abeyance pending 

settlement. On August 31, 2022, the appeal was voluntary dismissed with 

prejudice by stipulation between the parties. 

 PV Properties, Inc.’s Motion for Relief from Automatic Stay [Case No. 17-4780, 

ECF No. 2779]. On April 20, 2022, PV Properties, Inc. filed its third motion for 

relief from stay, attempting to compel PREPA to buy renewable energy credits PV 

Properties generates. On June 6, 2022, Proskauer, on behalf of the Oversight Board 

as Title III representative of PREPA, submitted its opposition to the motion and on 

June 29, 2022, the motion was denied. 

 Mediation in connection with Cobra Acquisitions LLC’s Motion for Allowance 

and Payment of Administrative Expense Claims [Case No. 17-3283, ECF No. 

8789]. On September 30, 2019, Cobra Acquisitions LLC filed its Motion for 

Allowance and Payment of Administrative Expense Claims seeking a Title III 

Court order allowing payment of expenses incurred pursuant to two post-petition 

contracts with PREPA for the restoration of Puerto Rico’s power grid devastated 

by hurricanes Irma and Maria. On October 10, 2019, the Oversight Board, PREPA 

and AAFAF filed a joint motion to stay litigation related to the Administrative 

Expense Motion, due to, among other reasons, the criminal indictment of certain 

Cobra and FEMA officials in relation to the contracts. Cobra unsuccessfully 

attempted to lift the stay on several occasions. During the Compensation Period, 

Proskauer, on behalf of the Oversight Board, engaged in negotiations with Cobra 

representatives in an effort to reach an agreement and resolve the dispute. 

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

Compensation Order, of (a) $4,245,847.80, as compensation for professional services rendered, 

and (b) $133,935.28 as reimbursement for actual and necessary expenses incurred during the 

Compensation Period in connection with such professional services. Notably, the Application 

reflects aggregate voluntary reductions made during the Compensation Period to Proskauer’s 

requests for compensation and for reimbursement of expenses in the amount of $8,991.70 and 

$1,576.33 respectively, on top of the sizeable discount embedded in its 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. 

29. 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. 

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

hereto as Exhibit D. 

31. 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 2,212.90 recorded hours by 

Proskauer’s partners and senior counsel; 2,520.80 recorded hours by associates; and 155.30 

recorded hours by paraprofessionals. As required by the Guidelines, Exhibit C to this 

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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 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 non-bankruptcy 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). 

32. 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 

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

Exhibit B. 

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

33. 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 

13.6% 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. 

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

concerns. However, the Application does include time related to 

reviewing time records to redact certain time entries pursuant to Courtordered mediation confidentiality. Proskauer paraprofessionals expended 

0.70 hours and billed $212.10 for redacting mediation related entries in 

Proskauer’s monthly fee statements related to Proskauer’s Fourteenth 

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Interim Application. 

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, 2022, yielding a new flat rate for 

attorneys (partners, senior counsel, and associates) of $887 per hour, for ediscovery attorneys of $438 per hour, and for paraprofessionals of $303 

per hour. Rates have not increased during this Compensation Period. 

Gross-Up Amount 

34. 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. 

35. 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. 

36. 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 

37. 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.7

7

 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 

Alonzo, Julia D. March, April 

Ms. Alonzo is a senior counsel in Proskauer’s litigation 

department who advised on review of claims filed 

against the Debtor and drafting the Debtor’s omnibus 

objections to claims. 

Asnis, Griffin A. April 

Mr. Asnis is a paralegal in Proskauer’s litigation 

department who assisted with various case management 

related tasks. 

Brenner, Guy April, May 

Mr. Brenner is a partner in Proskauer’s labor & 

employment department who analyzed Puerto Rico 

legislative actions related to PREPA’s transformation 

and proposed plan of adjustment. 

Capizzi, Massimo B. May 

Mr. Capizzi is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of adjustment. 

Cook, Alexander N. May 

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

who assisted with various case management related 

tasks. 

Cooper, Scott P. March, April 

Mr. Cooper is a partner in Proskauer’s litigation 

department who advised on developing the Oversight 

Board’s litigation strategy in the UTIER CBA appeal 

and in connection with Cobra Administrative Expense 

Motion related mediation. 

Deming, Adam L. February – 

May 

Mr. Deming is an associate in Proskauer’s litigation 

department who assisted with review of claims filed 

against the Debtor and drafting the Debtor’s omnibus 

objections to claims. 

Esses, Joshua A. April, May 

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

who assisted with drafting best interest test analyses for 

the Debtor’s proposed plan of adjustment. 

Ficorelli, Nicholas A. April 

Mr. Ficorelli is a senior managing clerk in Proskauer’s 

litigation department who assisted with docket research 

and electronic filing. 

Garnett, Karen J. February 

Ms. Garnett is a partner in Proskauer’s corporate 

department who advised on a restructuring support 

agreement. 

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Professional 

Month(s) in 

which less 

than 5 hours 

were billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Gerkis, James P. March, April 

Mr. Gerkis is a partner in Proskauer’s corporate 

department who advised on drafting the Debtor’s 

proposed plan of adjustment and related review of the 

Transmission and Distribution System Operation and 

Maintenance Agreement. 

Griffith, Jessica M. February, 

March 

Ms. Griffith is an associate in Proskauer’s litigation 

department who assisted with drafting litigation updates 

for the disclosure statement for the Debtor’s proposed 

plan of adjustment. 

Guggenheim, Michael 

M. March 

Mr. Guggenheim is an associate in Proskauer’s litigation 

department who assisted with research for and drafting 

of the Oversight Board’s opening brief in the Vitol 

appeal. 

Hamburger, Paul M. March, May 

Mr. Hamburger is a partner in Proskauer’s labor & 

employment department who advised on various 

benefits and pension related issues in connection with 

PREPA’s court ordered mediation and proposed plan of 

adjustment. 

Henderson, Laurie A. February, 

April 

Ms. Henderson is a docketing administrator in 

Proskauer’s litigation department who assisted with 

docket research and electronic filing. 

Hoffman, Joan K. April 

Ms. Hoffman is a paralegal in Proskauer’s litigation 

department who assisted with various case management 

related tasks. 

Hughes, Sarah March, May 

Ms. Hughes is an associate in Proskauer’s corporate 

department who assisted with drafting the Debtor’s 

proposed plan of adjustment and related trust 

agreements. 

Kim, Joan February – 

April 

Ms. Kim is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of adjustment. 

Levitan, Jeffrey W. February 

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

who advised on further developing the Oversight 

Board’s litigation strategy in the Vitol adversary and 

appellate proceedings. 

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Professional 

Month(s) in 

which less 

than 5 hours 

were billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Ma, Steve February, 

April, May 

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

who assisted with developing the Oversight Board’s 

litigation strategy in connection with PV Properties, 

Inc.’s request to lift the automatic stay. 

McGowan, Shannon D. February, 

March, May 

Ms. McGowan is an associate in Proskauer’s litigation 

department who assisted with drafting litigation updates 

for the disclosure statement for the Debtor’s proposed 

plan of adjustment. 

Monforte, Angelo February, May 

Mr. Monforte is a paralegal in Proskauer’s litigation 

department who assisted with various case management 

related tasks. 

Morris, Matthew J. February 

Mr. Morris is an associate in Proskauer’s litigation 

department who assisted with analysis of the Title III 

Court order granting the Debtor’s motion to dismiss the 

UTIER CBA Adversary Proceeding. 

Oloumi, Nicole K. February, 

March, May 

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

group who assisted with various case management 

related tasks.

Ovanesian, Michelle 

M. February, May 

Ms. Ovanesian is an associate in Proskauer’s litigation 

department who assisted with analysis of the proofs of 

claim filed against the Debtor and with resolution of 

claims. 

Palmer, Marc C. February, 

March, May 

Mr. Palmer is an associate in Proskauer’s litigation 

department who assisted with further developing the 

Oversight Board’s litigation strategy in the Vitol 

adversary and appellate proceedings. 

Petrov, Natasha May 

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

who assisted with drafting Proskauer’s Thirteenth and 

Fourteenth interim fee applications. 

Richman, Jonathan E. April, May 

Mr. Richman is a partner in Proskauer’s litigation 

department who advised on a wide variety of issues 

further developing the Oversight Board’s litigation 

strategy in connection with PREPA’s court ordered 

mediation and proposed plan of adjustment. 

Roberts, John E. February, 

March 

Mr. Roberts is a partner in Proskauer’s litigation 

department who advised on further developing the 

Oversight Board’s litigation strategy in the Vitol 

adversary and appellate proceedings. 

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Professional 

Month(s) in 

which less 

than 5 hours 

were billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Rogoff, Corey I. February, May 

Mr. Rogoff is an associate in Proskauer’s litigation 

department who assisted with review of Puerto Rico 

legislative actions related to PREPA’s transformation 

and their potential impact on fiscal plans and the 

proposed plan of adjustment. 

Rosen, Brian S. March – 

May 

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

who advised on the analysis of claims filed against the 

Debtor and on developing the Oversight Board’s 

strategy in connection with PREPA’s court ordered 

mediation. 

Rosenthal, Marc E. April, May 

Mr. Rosenthal is a partner in Proskauer’s litigation 

department who advised on insurance related issues in 

connection with further developing the Oversight 

Board’s litigation and appellate strategy. 

Ruthberg, Jana R. May 

Ms. Ruthberg is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of adjustment. 

Samuels, Reut N. February – 

May 

Ms. Samuels is an associate in Proskauer’s litigation 

department who assisted with legal research for 

PREPA’s court ordered mediation and with drafting the 

disclosure statement for the Debtor’s proposed plan of 

adjustment. 

Schaefer, Shealeen E. March 

Ms. Schaefer is a paralegal in Proskauer’s labor & 

employment department who assisted with various case 

management related tasks. 

Seyarto Flores, Briana 

M. 

February – 

May 

Ms. Seyarto Flores is an associate in Proskauer’s 

litigation department who assisted with drafting the 

disclosure statement for the Debtor’s proposed plan of 

adjustment. 

Singer, Tal J. February, 

March, May 

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

who assisted with various case management related 

tasks. 

Skrzynski, Matthew A. February, 

March 

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

group who assisted with developing the Oversight 

Board’s litigation strategy in connection with the Cobra 

Administrative Expense Motion. 

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Professional 

Month(s) in 

which less 

than 5 hours 

were billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Sosa, Javier March, April 

Mr. Sosa is an associate in Proskauer’s litigation 

department who assisted with the review of claims filed 

against the Debtor and drafting the Debtor’s omnibus 

objections to claims. 

Tocicki, Alyson C. February – 

May 

Ms. Tocicki is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of adjustment. 

Waxman, Hadassa R. April, May 

Ms. Waxman is a partner in Proskauer’s litigation 

department who advised on analysis of the criminal 

proceeding and further developing the Oversight 

Board’s litigation strategy in the Cobra Acquisitions 

LLC related matters. 

Summary Description of Professional Services 

38. 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 Nos. 33260.0022 (PROMESA Title III: PREPA) and 33260.0030 (PROMESA 

Title III: PREPA – Puerto Rico) 

39. This matter number covers time spent relating to the core PREPA Title III case, 

including, for example, time spent regarding mediation, fiscal plan issues, and work on disclosure 

statements or plans of adjustment. 

(a) Tasks Relating to the Board, its Members, its Staff, its Advisors or its Consultants 

(Project Category 201) 

(Fees: $18,094.80; Hours: 20.40) 

40. This Project Category includes time spent communicating with the Oversight 

Board and its representatives, agents, and consultants, as well as preparing for and advising on 

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public meetings, litigation, and related issues. Specifically, Proskauer attorneys spent time 

conferring with the Oversight Board and its other advisors regarding the status of the Debtor’s 

Title III Case, restructuring support agreement, and ongoing court-ordered mediation, evaluating 

PREPA’s restructuring strategy, discussing formulation and further development of the Debtor’s 

proposed plan of adjustment, and preparing related presentations to the Oversight Board. 

(b) Legal Research (Project Category 202) 

(Fees: $211,225.50; Hours: 240.90) 

41. This Project Category includes time spent researching and analyzing legal issues, 

as well as drafting internal memoranda and/or briefs related to such research and analysis, to the 

extent not expressly covered by another Project Category. Specifically, Proskauer attorneys spent 

time researching and analyzing a wide variety of issues related to the Debtor’s proposed 

restructuring, formulation and further development of the PREPA proposed plan of adjustment, 

and ongoing PREPA mediation, including, among multiple others, treatment of collective 

bargaining agreements in bankruptcy, the ultra vires doctrine and issuance of bonds, special 

revenue claims, best interest test analysis, and mediation privilege issues. 

(c) Communications with Claimholders (Project Category 204)

(Fees: $23,771.60; Hours: 26.80) 

42. This Project Category includes time spent communicating with the Debtor’s 

various claimholders. Specifically, Proskauer attorneys spent time preparing for and participating 

in court-ordered mediation sessions and in claims settlement discussions with certain PREPA 

creditors. 

(d) Communications with the Commonwealth, its Instrumentalities, or Representatives of 

the Commonwealth or its Instrumentalities (Project Category 205) 

(Fees: $15,079.00; Hours: 17.00) 

43. This Project Category includes time spent communicating with the Debtor’s 

representatives in various Title III related matters, to the extent not expressly covered by another 

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Project Category. Specifically, Proskauer attorneys spent time analyzing and advising the 

Oversight Board on its multiple communications with the Puerto Rico Government, AAFAF, and 

the Puerto Rico Legislature regarding various plan of adjustment related issues and ongoing 

court-ordered mediation. 

(e) Documents Filed on Behalf of the Board (Project Category 206) 

 (Fees: $547,899.90; Hours: 617.70) 

44. This Project Category includes time spent drafting various pleadings filed on 

behalf of the Debtor, to the extent not expressly covered by another Project Category. 

Specifically, Proskauer attorneys spent time: 

 Conducting research and analysis and drafting the Oversight Board’s opposition to 

the Ad Hoc Group of PREPA Bondholders’ motion to appoint a mediator and 

impose deadlines for a PREPA plan of adjustment, drafting the relevant portions of 

the Government Parties’ joint status report concerning the status of the Oversight 

Board’s engagement with parties in interest towards a consensual resolution of 

outstanding issues in the PREPA’s Title III case and proposed mediation, drafting 

the Oversight Board’s related mediation statement, and, at the request of the 

Mediation Team, drafting urgent motions requesting that the Title III Court extend 

the May 2, 2022 and June 1, 2022 Path Forward Deadlines and a reply in support; 

 Conducting legal and factual research, conferring with the Oversight Board’s other 

advisors and with counsel for PREPA and AAFAF, and drafting relevant portions 

of the Government Parties’ March 2022 status report apprising the Court of the 

Debtor’s condition in connection with the COVID-19 pandemic, the status of 

efforts to implement PREPA’s restructuring support agreement, and progress on 

other PREPA key objectives; 

 Conducting research and analysis and drafting the Rule 9019 motion for entry of 

an order approving settlement with Whitefish Energy Holdings, LLC, resolving its 

administrative expense claim; 

 Conducting further analysis of multiple creditors’ claims filed against the Debtor 

and the claimants’ responses to the Debtor’s omnibus objections, and drafting 

additional omnibus objections and replies in support of the previously filed ones; 

and 

 Drafting multiple informative motions and pleadings related to scheduling and 

extensions of deadlines. 

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(f) Non-Board Court Filings (Project Category 207) 

(Fees: $29,093.60; Hours: 32.80) 

45. This Project Category includes time spent reviewing and commenting on proposed 

Court orders and filings made by other parties in the Debtor’s Title III Case, to the extent not 

expressly covered by another Project Category. Specifically, Proskauer attorneys spent time 

reviewing and analyzing various filings by other parties and related Court orders entered in the 

Debtor’s Title III Case, including among others, the Ad Hoc Group of PREPA Bondholders’ 

motion to appoint a mediator and impose deadlines for a PREPA plan of adjustment, joinders 

thereto by National Public Finance Guarantee Corporation, the Fuel Line Lenders, and U.S. Bank 

National Association in its capacity as PREPA Bond Trustee, related reservations of rights by 

UTIER and SREAEE, objections to the motion by the UCC and Speaker of Puerto Rico House of 

Representatives, and PREPA mediation-related Title III Court orders. 

(g) Analysis and Strategy (Project Category 210) 

(Fees: $2,154,523.00; Hours: 2,429.00) 

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

approach 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, including collection, review, and production of 

responsive non-privileged materials, and analyzing document production by other parties. 

Specifically, Proskauer attorneys spent time reviewing and analyzing a wide variety of reports, 

memoranda, financial analyses, pleadings, and court orders, drafting and updating tasks and 

issues lists, preparing for and participating in Proskauer internal meetings on further developing 

litigation, appellate, and discovery strategy, and on litigation and appellate issues pending in these 

complex and time sensitive Title III cases, preparing for and participating in Proskauer internal 

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meetings on issues related to (i) the status of PREPA’s restructuring support agreement and 

formulation and further development of the proposed PREPA plan of adjustment, (ii) the ongoing 

court ordered PREPA mediation, and (iii) the status of PREPA related claims and their resolution, 

and drafting internal memoranda to Proskauer litigation and restructuring teams. 

(h) General Administration (Project Category 212) 

(Fees: $31,118.10; Hours: 102.70) 

47. This Project Category includes time spent on general administration of the 

Debtor’s Title III Case, including (a) case status and coordination activities; (b) tasks relating to 

the filing of documents in court, including affidavits of service and service mailings; and (c) 

internal filing and organization of case documents to ensure easy, fast, and free accessibility by 

the Proskauer team, the Debtor, and other parties in interest. 

(i) Labor, Pension Matters (Project Category 213) 

(Fees: $44,704.80; Hours: 50.40) 

48. This Project Category includes time spent addressing the Debtor’s employee and 

retiree benefits issues. Specifically, Proskauer attorneys spent time conducting research and 

analysis and conferring with the Oversight Board’s other advisors on benefits and pension related 

issues, reviewing documents received from the PREPA pension fund, and drafting proposed 

pension related legislation. 

(j) Plan of Adjustment and Disclosure Statement (Project Category 215) 

(Fees: $533,087.00; Hours: 601.00) 

(Fees for work performed in Puerto Rico: $3,902.80; Hours: 4.40) 

(Aggregate Fees: $536,989.80; Aggregate Hours: 605.40) 

49. This Project Category includes time spent on issues related to the formulation and 

further development of the Debtor’s proposed Title III plan of adjustment. Specifically, 

Proskauer attorneys spent time conferring with the Oversight Board and its other advisors, 

researching and analyzing a wide variety of factual and legal issues and materials related to the 

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restructuring and transformation of the Debtor, participating in strategy meetings with the 

Oversight Board’s advisors, experts, and consultants, drafting and revising the Debtor’s proposed 

plan of adjustment and disclosure statement, preparing best interest test analyses and litigation 

updates, and amending PREPA’s restructuring support agreement and related term sheet. 

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

(Fees: $9,773.20; Hours: 28.40) 

50. 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 Thirteenth and Fourteenth interim fee 

applications. 

II. Matter No. 33260.0054 (PREPA Title III – PREC) 

51. This matter number covers time spent relating to the complaint for declaratory and 

injunctive relief filed by the Puerto Rico Energy Commission (“PREC”) seeking a Title III Court 

order prohibiting PREPA from taking substantive electricity related actions and the Oversight 

Board from authorizing such actions without the PREC’s assessment and approval, PREPA v. 

PREC, Adv. Proc. No. 17-0256 (the “PREC Adversary Proceeding”), and any appeals related 

thereto. 

(a) Analysis and Strategy (Project Category 210) 

(Fees: $9,579.60; Hours: 10.80) 

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

brainstorming strategic approaches to, the Debtor’s Title III Case and various issues relating 

thereto, including engaging in meetings to discuss strategic case considerations, the status of 

various work streams and next steps, and all Proskauer internal meetings, except those 

specifically dealing with an issue covered by another Project Category. Specifically, Proskauer 

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attorneys spent time conferring with the LUMA and Puerto Rico Energy Bureau counsel and the 

Oversight Board’s other advisors, analyzing related pleadings and communications, and drafting 

the proposed stipulation resolving the PREC Adversary Proceeding and motions for extension of 

time to submit a status report to the Title III Court. 

III. Matter No. 33260.0055 (PREPA Title III – Vitol) 

53. This matter number covers time spent working on adversary proceedings involving 

Vitol S.A., including Autoridad de Energia Electrica de P.R. v. Vitol Inc., Adv. Proc. No. 

19-00453 (the “Vitol Adversary Proceeding”), and the related appeal, FOMB v. Vitol S.A., Case 

No. 21-1987 (1st Cir.). 

(a) Analysis and Strategy (Project Category 210) 

(Fees: $41,777.70; Hours: 47.10) 

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

brainstorming strategic approaches to, the Debtor’s Title III Case and various issues relating 

thereto, including engaging in meetings to discuss strategic case considerations, the status of 

various work streams and next steps, and all Proskauer internal meetings, except those 

specifically dealing with an issue covered by another Project Category. Specifically, Proskauer 

attorneys spent time reviewing and analyzing a wide variety of materials, participating in 

Proskauer internal meetings on further developing the appellate and settlement strategy regarding 

Vitol, and preparing for and participating in settlement discussions with Vitol’s counsel. 

(b) General Administration (Project Category 212) 

(Fees: $4,908.60; Hours: 16.20) 

55. This Project Category includes time spent on general administration of the 

Debtor’s Title III Case, including (a) case status and coordination activities; (b) tasks relating to 

the filing of documents in court, including affidavits of service and service mailings; and (c) 

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internal filing and organization of case documents to ensure easy, fast, and free accessibility by 

the Proskauer team, the Debtor, and other parties in interest. 

(c) Appeal (Project Category 219) 

(Fees: $389,215.60; Hours: 438.80) 

56. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the 

extent not expressly covered by another Project Category. Specifically, Proskauer attorneys spent 

time conferring with the Oversight Board and its other advisors regarding the Board’s appeal of 

the Title III Court ruling granting in part and denying in part the Oversight Board’s and Vitol’s 

cross-motions for summary judgment, analyzing related pleadings and Title III Court orders, 

conducting related legal and factual research, further developing the Oversight Board’s appellate 

strategy, and drafting the Oversight Board’s motion to amend the case caption and appellate 

opening brief. 

IV. Matter No. 33260.0056 (PREPA Title III – UTIER CBA) 

57. This matter number covers time spent relating to the challenge brought by UTIER 

to the PREPA and Commonwealth fiscal plans and budgets related to the alleged impairment of 

the UTIER collective bargaining agreement caused by certain legislative acts, including UTIER v. 

PREPA, Adv. Proc. No. 17-0229 (the “UTIER CBA Adversary Proceeding”), and related appeal, 

UTIER v. PREPA, Case No. 22-1164 (1st Cir.). 

(a) Appeal (Project Category 219) 

(Fees: $9,313.50; Hours: 10.50) 

58. This Project Category includes time spent participating in appellate proceedings on 

behalf of the Oversight Board as representative of the Debtor, to the extent not expressly covered 

by another Project Category. Specifically, Proskauer attorneys spent time reviewing and 

analyzing the notice of appeal by UTIER from the Title III Court order granting the Oversight 

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Board’s and individual defendants’ joint motion to dismiss the UTIER CBA Adversary 

Proceeding and UTIER’s related motion to dismiss the appeal on jurisdictional grounds. 

IV. Matter No. 33260.0059 (PREPA Title III – Miscellaneous) 

59. This matter number covers time spent working on miscellaneous motions and 

adversary proceedings, including motions for relief from the Title III stay and any appeals related 

thereto. 

(a) Stay Matters (Project Category 208) 

(Fees: $38,673.20; Hours: 43.60) 

60. This Project Category includes time spent analyzing and researching stay issues in 

the Debtor’s Title III Case and drafting various pleadings related to stay issues. Specifically, 

Proskauer attorneys spent time reviewing PV Properties, Inc.’s request to lift the automatic stay to 

commence an inverse condemnation proceeding against PREPA, conducting legal and factual 

research, and drafting related Oversight Board’s opposition to the motion. 

V. Matter No. 33260.0085 (PREPA Title III – Cobra Acquisitions LLC) 

61. This matter number covers time spent relating to Cobra Acquisitions LLC’s

Motion for Allowance and Payment of Administrative Expense Claims seeking a Title III Court 

order allowing payment of expenses incurred pursuant to two post-petition contracts with the 

Debtor for the restoration of Puerto Rico’s power grid devastated by hurricanes Irma and Maria 

[Case No. 17-3283, ECF No. 8789] (the “Cobra Administrative Expense Motion”), and any 

appeals related thereto. 

(a) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $27,674.40; Hours: 31.20) 

62. This Project Category includes time spent drafting various pleadings filed on 

behalf of the Debtor, to the extent not expressly covered by another Project Category. 

Specifically, Proskauer attorneys spent time conducting legal and factual research and analysis 

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and drafting the Oversight Board’s mediation statement for the Cobra Administrative Expense 

Motion related mediation. 

(b) Analysis and Strategy (Project Category 210) 

(Fees: $66,525.00; Hours: 75.00) 

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

brainstorming strategic approaches to, the Debtor’s Title III Case and varied issues relating 

thereto, including engaging in meetings to discuss strategic case considerations, the status of 

various work streams and next steps, and all Proskauer internal meetings, except those 

specifically dealing with an issue covered by another Project Category. Specifically, Proskauer 

attorneys spent time reviewing and analyzing a wide variety of background materials, 

participating in Proskauer internal meetings on further developing the Oversight Board’s 

mediation strategy regarding Cobra Administrative Expense Motion, and preparing for and 

participating in Cobra Administrative Expense Motion mediation related discussions with Cobra’s 

counsel. 

* * * * 

64. 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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65. 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 

66. 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. 

67. 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) reproduction, (b) online research, (c) out-of-town travel and lodging, (d) 

out-of-town meals, (e) conference services, (f) delivery services and couriers, (g) translation 

services, and (h) professional services. 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. 

68. Proskauer generally charges from $0.10 (black and white) to $0.30 (color) per 

page for photocopying expenses. The rates charged by the firm for Westlaw and Lexis 

computerized research vary according to the type of research conducted and the specific files 

researched, but, in any event, Proskauer does not profit from the use of computer assisted legal 

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research, as set forth in Schedule 4. 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. 

69. During the Compensation Period, Proskauer has disbursed $133,935.28 as 

necessary and reasonable expenses. These charges cover Proskauer’s direct operating costs, which 

costs are 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 

70. 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. 

71. 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 

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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; 

(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). 

72. 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. 

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Reservations 

73. 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. 

Notice 

74. 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); 

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(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); 

(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). 

75. 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 $4,245,847.80, and allowing reimbursement for actual and necessary 

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expenses Proskauer incurred in connection with such services during the Compensation Period in 

the amount of $133,935.28; (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 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: June 16, 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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