UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

As a representative of 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

)

) 

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

Re: ECF Dkt. Nos. 22847, 23026 

Hearing date: December 14, 2022, at 9:30 a.m. 

(AST)

FEE EXAMINER AND GODFREY & KAHN, S.C.’S STIPULATION TO ADJOURN 

THE DISCRETE MATTER OF REPAYMENT OF THE TAX WITHHOLDINGS IN 

CONNECTION WITH THEIR TENTH INTERIM AND CONSOLIDATED 

SEMIANNUAL APPLICATION FOR ALLOWANCE OF COMPENSATION FOR 

SERVICES RENDERED AND REIMBURSMENT OF EXPENSES FOR THE PERIOD 

FROM APRIL 1, 2022 THROUGH SEPTEMBER 30, 2022 [Dkt. No. 22847] SET FOR 

HEARING ON DECEMBER 14-15, 2022, OMNIBUS HEARING 

TO: HON. LAURA TAYLOR SWAIN, 

UNITED STATES DISTRICT JUDGE 

1. On November 11, 2022, the Fee Examiner filed the Tenth Interim and 

Consolidated Semiannual Application of The Fee Examiner and Godfrey & Kahn, S.C., Counsel 

to the Fee Examiner, for Allowance of Compensation for Services Rendered and Reimbursement 

1

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

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

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

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

ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case 

No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the 

Government of the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four 

Digits of Federal Tax ID: 9686); and, (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case 

No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747) Puerto Rico Public Buildings Authority (“PBA”) 

(Bankruptcy Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are 

listed as Bankruptcy Case numbers due to software limitations). 

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of Expenses for the Period from April 1, 2022 through September 30, 2022 [Dkt. No. 22847] (the 

“Application”) and the Notice of Filing of Tenth Interim and Consolidated Semiannual 

Application of the Fee Examiner and Godfrey & Kahn, S.C., Counsel to the Fee Examiner, for 

Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the 

Period from April 1, 2022 through September 30, 2022 [Dkt. No. 22848] (the “Notice”). 

2. Objections to the Application were to be filed and served no later than December 

2, 2022 at 4:00 p.m. (AST) (the “Objection Deadline”). No objections were filed. 

3. On December 8, 2022, the Court issued an Order Concerning Tenth Interim and 

Consolidated Semiannual Application of the Fee Examiner and Godfrey & Kahn, S.C. [Dkt. No. 

23026], requesting additional information about the tax withholding portion of the Application. 

4. On December 9, 2022, in response to the Court’s order, Godfrey & Kahn, S.C. 

and the Fee Examiner filed the Supplemental Declaration of Katherine Stadler in Support of 

Tenth Interim and Consolidated Semiannual Application of the Fee Examiner and Godfrey & 

Kahn, S.C. [Dkt. No. 23035] (the “Supplemental Declaration”). 

5. On December 13, 2022, the Court issued an Order Concerning Responses to the 

Tenth Interim and Consolidated Semiannual Application of the Fee Examiner and Godfrey & 

Kahn, S.C. [Dkt. No. 23052] allowing responses to the Supplemental Declaration to be filed by 

December 13, 2022 at 5:00 p.m. (AST) (the “Response Deadline”). 

6. After the Court issued its December 13th Order, counsel for the Fee Examiner 

discussed the Response Deadline with counsel for AAFAF. Counsel for AAFAF sought 

additional time so that it could discuss the tax withholding issue internally and with Hacienda in 

order to attempt to consensually resolve the same. As a result, Godfrey & Kahn, S.C. has agreed 

to adjourn the issue of the tax withholding component of the Application. 

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7. Attached as Exhibit A is a revised proposed order authorizing payment of the 

fees and expenses sought in the Application but adjourning consideration of the tax withholding 

amounts sought in the Application to the February 1, 2023 omnibus hearing. 

Dated: December 13, 2022. 

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

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

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

EDGE LEGAL, LLC 

 s/Eyck O. Lugo 

Eyck O. Lugo 

252 Ponce de León Avenue 

Citibank Tower, 12th Floor 

San Juan, PR 00918 

Telephone: (787) 522-2000 

Facsimile: (787) 522-2010 

Puerto Rico Counsel for Fee Examiner 

GODFREY & KAHN, S.C. 

One East Main Street, Suite 500 

Madison, WI 53703 

Telephone: (608) 257-3911 

Facsimile: (608) 257-0609 

Brady C. Williamson (Pro Hac Vice) 

Fee Examiner 

Mark W. Hancock (Pro Hac Vice) 

Counsel for the Fee Examiner

28443986.1 

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EXHIBIT A 

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

As a representative of 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

Re: Dkt. No. 22847

ORDER ALLOWING TENTH INTERIM AND CONSOLIDATED SEMIANNUAL 

APPLICATION OF THE FEE EXAMINER AND GODFREY & KAHN, S.C. BUT 

ADJOURNING ONLY THE TAX WITHHOLDING ISSUE 

This matter coming before the Court on the Tenth Interim and Consolidated Semiannual 

Application of the Fee Examiner and Godfrey & Kahn, S.C., Counsel to the Fee Examiner, for 

Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period 

from April 1, 2022 through September 30, 2022 [Dkt. No. 22847] (the “Application”) and the Fee 

Examiner and Godfrey & Kahn, S.C.’s Stipulation to Adjourn the Discrete Matter of Repayment 

of the Tax Withholdings in Connection with their Tenth Interim and Consolidated Semiannual 

Application for Allowance of Compensation for Services Rendered and Reimbursement of 

1

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

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

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

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

ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case 

No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the 

Government of the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four 

Digits of Federal Tax ID: 9686); and, (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case 

No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747) Puerto Rico Public Buildings Authority (“PBA”) 

(Bankruptcy Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed 

as Bankruptcy Case numbers due to software limitations). 

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Expenses for the Period from April 1, 2022 through September 30, 2022 [Dkt. No. 22847] Set for 

Hearing on December 14-15, 2022, Omnibus Hearing [Dkt. No. ______], pursuant to section 316 

of the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”), 48 U.S.C. 

§§ 2101-2241, and Rule 2016 of the Federal Rules of Bankruptcy Procedure, for the interim 

allowance of certain fees and expenses, including all holdbacks, incurred by the applicants for the 

specific period of time set forth in the Application (the “Compensation Period”), filed in 

accordance with the Third Amended Order Setting Procedures for Interim and Final 

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

Compensation Order”), the Sixteenth Amended Notice, Case Management and Administrative 

Procedures [Dkt. No. 20190-1] (the “Case Management Procedures”), the First Amended Order 

Pursuant to PROMESA Sections 316 and 317 and Bankruptcy Code Section 105(A) Appointing a 

Fee Examiner and Related Relief [Dkt. No. 3324] (the “Fee Examiner Order”), and the Order 

Authorizing the Employment of Godfrey & Kahn, S.C. as Counsel to the Fee Examiner [Dkt. 

No. 1993], and the Court having reviewed the Application; and the Court finding that: (a) the 

Court has jurisdiction over this matter pursuant to PROMESA section 306(a); and (b) notice of the 

Application and the hearing thereon was adequate under the circumstances; and (c) all parties with 

notice of the Application have been afforded the opportunity to be heard on the Application, and 

no objections having been filed; now therefore 

IT IS HEREBY ORDERED THAT: 

1. The Application is GRANTED on an interim basis. 

2. The applicants are allowed (a) $893,779.30 in interim compensation for 

services rendered during the Compensation Period, and (b) $103.90 in interim reimbursement for 

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actual and necessary expenses incurred during the Compensation Period, including any and all 

holdbacks. 

3. The matter of $116,526.30 in tax withholdings, the refund of which was 

part of the Application, will be adjourned to the February 1, 2023 omnibus hearing date. 

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

the Debtors are hereby authorized and directed to pay the applicants—within 15 days of the entry 

of this order—100 percent of the fees for services rendered, 100 percent of the expenses incurred 

during the Compensation Period, but, pending further hearing, no part of the previously-withheld 

tax withholdings described above shall be paid. 

Dated: December ____, 2022. 

 

THE HONORABLE LAURA TAYLOR SWAIN 

UNITED STATES DISTRICT COURT JUDGE 

28444504.1 

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