Hearing Date: February 1, 2023, at 9:30 a.m. (AST)

Objection Deadline: December 5, 2022, at 4:00 p.m. (AST)

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

No. 17 BK 3283-LTS

(Jointly Administered)

NOTICE OF HEARING OF SECOND INTERIM FEE APPLICATION OF 

CONTINENTAL PLLC AS SPECIAL LITIGATION COUNSEL TO THE 

OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD OF 

JUNE 1, 2022 THROUGH SEPTEMBER 30, 2022 

PLEASE TAKE NOTICE that a hearing on the annexed Second Interim Fee Application 

of Continental PLLC, as Special Litigation Counsel to Official Committee of Unsecured 

Creditors, for Services Rendered and Reimbursement of Expenses for Period of June 1, 2022 

through September 30, 2022 (the “Application”), filed by Continental PLLC (“Continental”), as 

special litigation counsel to the Official Committee of Unsecured Creditors (the “Committee”)2

, 

1 The Debtors in these Title III cases, along with each Debtor’s respective Title III case number listed as a bankruptcy 

case number due to software limitations 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) 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), (iii) Puerto Rico 

Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK-3567 (LTS)) (Last Four Digits of

Federal Tax ID: 3808), (iv) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-

BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474); (v) Puerto Rico Electric Power Authority (“PREPA”) 

(Bankruptcy Case No. 17-BK-4780) (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).

2 The Committee is the official committee of unsecured creditors for all Title III Debtors, other than PBA and 

COFINA.

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2

pursuant to section 1103(a)(1) of the Bankruptcy Code, made applicable to these cases by section 

301 of the Puerto Rico Oversight, Management and Economic Stability Act of 2016 or 

“PROMESA,” will be held before the Honorable Laura Taylor Swain, United States District 

Judge, at the United States District Court for the District of Puerto Rico, in Room 3, 150 Carlos 

Chardón Street, Federal Building, Office 150, San Juan, Puerto Rico 00918-1767 on February 1, 

2023, at 9:30 a.m. (AST) (the “Hearing”). 

PLEASE TAKE FURTHER NOTICE that any response or objection (“Objections”) to 

the Application by any party other than the Fee Examiner shall be in writing, shall conform to the 

Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the District of Puerto 

Rico, shall be filed with the Court (a) by attorneys practicing in the District Court, including 

attorneys admitted pro hac vice, electronically in accordance with rule 5 of the Local Rules for the 

District of Puerto Rico, and (b) by all other parties in interest, by submitting a hard copy via mail 

to the Clerk’s Office, United States District Court, Room 150 Federal Building, San Juan, PR 

00918-1767 or by hand delivery to the Clerk’s Office, United States District Court, 150 Carlos 

Chardon Avenue, Room 150, San Juan, PR 00918, to the extent applicable, and shall be served in 

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

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

Order”), so as to be so filed and received by the Notice Parties (as defined in the Interim 

Compensation Order) no later than on or before December 5, 2022, at 4:00 p.m. (AST) (the 

“Objection Deadline”).

PLEASE TAKE FURTHER NOTICE that if (a) no objection is timely filed and served 

in accordance with the Interim Compensation Order and Case Management Procedures, and (b) 

all issues raised by the Fee Examiner are consensually resolved, the relief requested may be granted 

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3

without a hearing.

Copies of all documents filed in these Title III cases are available (a) free of charge by 

visiting https://cases.primeclerk.com/puertorico or by calling +1 (844) 822-9231, and (b) on the 

Court’s website at https://www.prd.uscourts.gov, subject to the procedures and fees set forth 

therein.

Dated: November 15, 2022

/s/ John Arrastia

John Arrastia, Esq. (Pro Hac Vice)

CONTINENTAL PLLC

255 Alhambra Cir, Suite 640 

Coral Gables, FL 33134

Tel: 305-677-2707

JArrastia@ContinentalPLLC.com

Special Claims Counsel to the Official Committee of 

Unsecured Creditors 

/s/ Juan J. Casillas Ayala

CASILLAS, SANTIAGO & TORRES LLC

Juan J. Casillas Ayala, Esq. (USDC - PR 218312)

Israel Fernández Rodríguez, Esq. (USDC - PR

225004)

Juan C. Nieves González, Esq. (USDC - PR 231707)

Cristina B. Fernández Niggemann, Esq. (USDC - PR

306008)

PO Box 195075

San Juan, PR 00919-5075

Tel.: (787) 523-3434 

Fax: (787) 523-3433

jcasillas@cstlawpr.com

ifernandez@cstlawpr.com

jnieves@cstlawpr.com

cfernandez@cstlawpr.com

Local Counsel to the Official Committee of 

Unsecured Creditors

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4

Hearing Date: February 1, 2023, at 9:30 a.m. (AST)

Objection Deadline: December 5, 2022, at 4:00 p.m. (AST)

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.3

_____________________________________________/

PROMESA

Title III

Case No. 17 BK 3283-LTS

(Jointly Administered)

SECOND INTERIM FEE APPLICATION OF CONTINENTAL PLLC, AS SPECIAL 

LITIGATION COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS, FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES

FOR THE PERIOD OF JUNE 1, 2022 THROUGH SEPEMBER 30, 2022

SUMMARY COVER SHEET

Name of applicant: Continental PLLC (“Continental”)

Authorized to provide professional 

services to:

Official Committee of Unsecured Creditors of 

all Title III Debtors (other than PBA and 

COFINA) (the “Committee”)4

Date of retention: March 18, 2022, effective as of February 14, 

2022

[Dkt. No. 20407]

3 The Debtors in these Title III cases, along with each Debtor’s respective Title III case number listed as a bankruptcy 

case number due to software limitations 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) 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), (iii) Puerto Rico 

Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK-3567 (LTS)) (Last Four Digits of 

Federal Tax ID: 3808), (iv) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-

BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474); (v) Puerto Rico Electric Power Authority (“PREPA”) 

(Bankruptcy Case No. 17-BK-4780) (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).

4 The Committee is the official committee of unsecured creditors for all Title III Debtors, other than PBA and 

COFINA.

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5

Period for which compensation and 

reimbursement are sought:

June 1, 2022 through and including 

September 30, 2022 (the “Application Period”)

Amount of interim compensation 

sought as actual, reasonable, and 

necessary: 5

$273,196.00

Amount of interim expense 

reimbursement sought as actual, 

reasonable, and necessary:

$1,813.58

Are your fee or expense totals different 

from the sum of previously-served 

monthly statements for the Application 

Period?

No.

Blended rate in this Application for all 

attorneys: $458.23/hour6

Blended rate in this Application for all 

timekeepers: $467.66/hour

Total time expended for fee application 

preparation during the Application 

Period:

13.3

Total compensation requested for fee 

application preparation during the 

Application Period:

$3,467.500

Number of professionals included

in this Application: 6

Number of professionals billing fewer 

than 15 hours to the case during 

Application Period:

0

If applicable, number of 

professionals in this Application 

not included in a staffing plan 

approved by the client:

N/A

If applicable, difference between fees 

budgeted and compensation sought for 

the Application Period:

($354,554.00): less than the budgeted fees

5 The full amount of fees incurred by Continental during the Application Period total $273,196.00. Continental agreed 

taking a voluntary fee reduction equal to 20% in the amount of $54,639.20 and, thereby, seeks allowance and payment 

of fees in the amount of $218,556.80. By the time of the hearing on this Application, a portion of this amount should 

have been paid by the Debtors pursuant to the Interim Compensation Order, and Continental reserves its rights to seek 

relief from the Court to the extent any outstanding fees and expenses that are due and payable are not paid on the terms

set forth in the Interim Compensation Order. 

6 The calculation of the blended hourly rates reflected in this Application Period does not take into account

Continental’s agreement to reduce its fees by an amount equal to 20% of its hourly rates. 

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6

Are any timekeeper’s hourly rates higher 

than those approved or disclosed at 

retention? 

None.

Total compensation approved by interim

order to date:

$0

Total expenses approved by interim 

order to date:

$0

Total allowed compensation paid to date: $0

Total allowed expenses paid to date: $0

Total compensation sought in this 

Application already paid pursuant to a 

monthly compensation order but not yet 

allowed:

$273,196

Total expenses sought in this Application 

already paid pursuant to a monthly 

compensation order but not yet allowed.

$1,813.58

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7

SUMMARY OF PRIOR MONTHLY FEE STATEMENTS FOR THE COMPENSATION 

PERIOD FROM JUNE 1, 2022 THROUGH SEPTEMBER 30, 2022

Date Period 

Covered

Total Fees 20% 

Discount

Fees 

Requested

(90%)

Holdback 

(10%)

Expenses 

Requested

Fees Paid Expenses 

Paid

07/15/22 June

2022

$121,455.50 $24,291.00 $87,447.96 $9,716.44 $1,231.71 $87,447.96 $1,231.71

08/12/22 July

2022

$50,130.00 $10,026.00 $36,093.60 $4,010.40 $581.87 $36,093.60 $581.87

9/14/22 Aug.

2022

$51,559.50 $10,311.90 $37,122.84 $4,124.76 $0.00 $37,122.84 $N/A

10/28/22 Sept.

2022

$50,051.00 $10,010.20 $36,036.72 $4,004.08 $0.00 $36,036.72 $N/A

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8

PRIOR INTERIM FEE APPLICATIONS

Date Filed Dkt. 

No.

Period 

Covered

Total Fees 20%

Discount

Fees 

Requested 

(90%)

Holdback 

(10%) Expenses Requested

10/27/22 22713 2/15/202–

5/31/2022

$249,241.50 $49,848.30 $199,393.20 $19,939.32 $63.96

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9

Summary of Amounts Requested to be Paid

Total Unpaid Fees: $21,855.687

Total Unpaid Expenses: $0

Total 10% Holdback on Fees: $21,855.68

Reimbursement for 29% Tax Withholding: N/A

Reimbursement for 1.5% Government Contribution: N/A

Less expenses voluntarily reduced: N/A

Total Amount Requested to be Paid in Fees and Expenses for this period: $21,855.68

7 The total unpaid fees sought are net fees after application of the voluntary 20% discount provided by Continental. 

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10

SUPPORTING CERTIFICATION, EXHIBITS, AND SCHEDULES

In accordance with the U.S. Trustee Guidelines, at the end of this Application are the 

following Exhibits and Schedules:

EXHIBIT A CERTIFICATION OF JOHN ARRASTIA IN SUPPORT OF 

APPLICATION

EXHIBIT B CUSTOMARY AND COMPARABLE COMPENSATION 

DISCLOSURES

EXHIBIT C SUMMARY OF TIMEKEEPERS INCLUDED IN THIS APPLICATION 

EXHIBIT D BUDGETS AND STAFFING PLANS FOR APPLICATION PERIOD

EXHIBIT D-1 BUDGETS

EXHIBIT D-2 STAFFING PLANS

EXHIBIT E SUMMARY OF COMPENSATION REQUESTED BY PROJECT 

 CATEGORY

EXHIBIT E-1 SUMMARY OF COMPENSATION REQUESTED BY PROJECT 

CATEGORY AS COMPARED TO BUDGET

EXHIBIT E-2 SUMMARY OF EXPENSE REIMBURSEMENT REQUESTED BY 

CATEGORY

EXHIBIT F BREAKDOWN OF COMPENSATION AND EXPENSE 

REIMBURSEMENT REQUESTED AND BY WHETHER SERVICES 

WERE RENDERED IN PUERTO RICO OR OUTSIDE PUERTO RICO

SCHEDULE 1 LIST OF PROFESSIONALS BY MATTER

SCHEDULE 2 MONTHLY STATEMENTS COVERED IN APPLICATION 

SCHEDULE 3 PROPOSED ORDER

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11

Hearing Date: February 1, 2023, at 9:30 a.m. (AST)

Objection Deadline: December 5, 2022, at 4:00 p.m. (AST)

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.8

_____________________________________________/

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

SECOND INTERIM APPLICATION OF CONTINENTAL PLLC, 

SPECIAL LITIGATION COUNSEL TO OFFICIAL COMMITTEE OF 

UNSECURED CREDITORS, FOR ALLOWANCE OF COMPENSATION 

AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD 

FROM JUNE 1, 2022 THROUGH SEPTEMBER 30, 2022

To The Honorable United States District Judge Laura Taylor Swain:

Continental PLLC (“Continental”), special litigation counsel to the Official Committee of 

Unsecured Creditors (the “Committee”),9 for its second interim application (the “Second Interim 

Application”), pursuant to sections 316 and 317 of the Puerto Rico Oversight, Management and 

Economic Stability Act of 2016 (“PROMESA”), 2 section 503(b) of Title 11, United States Code 

(the “Bankruptcy Code”) as made applicable to these cases by section 301(a) of PROMESA, Rule 

8 The Debtors in these Title III cases, along with each Debtor’s respective Title III case number listed as a bankruptcy 

case number due to software limitations 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) 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), (iii) Puerto Rico 

Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK-3567 (LTS)) (Last Four Digits of 

Federal Tax ID: 3808), (iv) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-

BK-3284 (LTS)) (Last Four Digits of Federal Tax ID: 8474); (v) Puerto Rico Electric Power Authority (“PREPA”) 

(Bankruptcy Case No. 17-BK-4780) (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).

9 The Committee is the official committee of unsecured creditors for all Title III Debtors, other than PBA and 

COFINA.

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12

2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules” or “Rules”), and Rule 

2016-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the District of 

Puerto Rico (the “Local Rules”), requests for the interim allowance of compensation for 

professional services performed by Continental for the period from June 1, 2022 through and 

including September 30, 2022 (the “Application Period”), and for reimbursement of its actual and 

necessary expenses incurred during the Application Period. In support of the Application, 

Continental submits the Certification of John Arrastia (the “Arrastia Certification”), attached as 

Exhibit A, and respectfully represents as follows:

JURISDICTION AND VENUE

1. The Court has subject matter jurisdiction to consider and determine this Second

Interim Application pursuant to PROMESA section 306(a). Venue is proper before this Court 

pursuant to PROMESA section 307(a). The statutory predicates for the relief requested are 

PROMESA sections 316 and 317, Bankruptcy Rule 2016 and Local Rule 2016-1. 

2. This Second Interim Application is consistent with the Interim Compensation Order 

(as defined below), Local Rule 2016-1, and Appendix B of the United States Trustee’s Guidelines 

for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11

U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee Guidelines”). To the

extent necessary, Continental requests a waiver for cause shown of any requirements not met by 

this Second Interim Application.

10

3. This Second Interim Application has been prepared in accordance with the 

Guidelines and the Interim Compensation Order. Attached as Exhibit A is a certification regarding 

10 The Committee and Continental reserve all rights as to the relevance and substantive legal effect of the U.S. Trustee 

Guidelines with respect to any application for compensation in these cases.

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13

compliance with the Local Guidelines. 

BACKGROUND

A. Case Background

4. On May 3, 2017, the Financial Oversight and Management Board (“Oversight 

Board”) commenced a Title III case for the Commonwealth of Puerto Rico by filing a voluntary

petition for relief pursuant to section 304(a) of PROMESA (the “Commonwealth Title III Case”). 

Thereafter, the Oversight Board commenced a Title III case for each of COFINA, the Employees 

Retirement System of the Government of the Commonwealth of Puerto Rico (the “ERS Title III 

Case”), the Puerto Rico Highways and Transportation Authority (the “HTA Title III Case”), and 

the Puerto Rico Electric Power Authority (the “PREPA Title III Case”) (and together with the 

Commonwealth Title III Case, the “Title III Cases”).

11 By orders dated June 29, 2017 [Dkt. No. 

537] and October 6, 2017 [Dkt. No. 1417], the Court approved the joint administration of the Title 

III Cases.

5. On June 15, 2017, the Office of the United States Trustee for the District of Puerto 

Rico (the “U.S. Trustee”) filed a Notice Appointing Creditors Committee for Unsecured Creditors

[Dkt. No. 338] appointing the Committee as the official committee of unsecured creditors. 

6. On July 10, 2017, the Committee filed an Application for Order Pursuant to 

Bankruptcy Code Section 1103(a) and Local Bankruptcy Rule 2014-1(e) Authorizing Employment 

and Retention of Paul Hastings LLP as Counsel to Official Committee of Unsecured Creditors, 

Effective as of June 26, 2017 Requesting the Entry of an Order Authorizing the Retention and 

Employment of Paul Hastings LLP (“Paul Hastings”) as Counsel for the Committee [Dkt. No. 610]. 

By order of this Court entered August 10, 2017 [Dkt. No. 999] (the “Paul Hastings Retention

Order”), Paul Hastings’ retention as counsel to the Committee was approved effective as of June 

11 Unless otherwise indicated, references to docket numbers shall be to the docket of the Commonwealth Title III Case.

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14

26, 2017.

7. On August 25, 2017, the U.S. Trustee filed an Amended Notice of Appointment of 

Official Committee of Unsecured Creditors [Dkt. No. 1171], which expanded the role of the 

Committee to be the official committee for the HTA Title III Case, the ERS Title III Case, and the 

PREPA Title III Case. Continental’s retention extends to the representation of the Committee as 

the official committee for the HTA Title III Case, the ERS Title III Case, and the PREPA Title III 

Case.

8. On January 18, 2022, the Court entered the Order and Judgment Confirming 

Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, 

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

the Puerto Rico Public Buildings Authority [Dkt. No. 19813] (“Confirmation Order”), which 

confirmed the Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth 

of Puerto Rico, et al. [Dkt. No. 19784] (the “Plan”). The Effective Date of the Plan occurred on 

March 15, 2022. Pursuant to §90.1 of the Plan, and as a result of the appeals of the confirmation 

order, the Committee will remain in existence in the Commonwealth and ERS cases until the 

confirmation order becomes a Final Order. The Plan did not affect the continued existence of the 

Committee in the PREPA and HTA cases.

B. Interim Compensation and Fee Examiner Orders

9. On August 23, 2017, the Court entered the Order Setting Procedures for Interim 

Compensation and Reimbursement of Expenses of Professionals [Dkt. No. 1150].

10. On October 6, 2017, the Court appointed a Fee Examiner in these Title III Cases 

(the “Fee Examiner”) pursuant to the Order Pursuant to PROMESA Sections 316 and 317 and 

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

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15

(the “Fee Examiner Order”). 

11. On October 31, 2017, the Fee Examiner filed the Urgent Motion of the Fee 

Examiner to Amend the Interim Compensation Order, Including the Due Date and Hearing Date 

for Interim Compensation [Dkt. No. 1594].

12. On November 8, 2017, the Court entered the First Amended Order Setting 

Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Dkt. No. 

1715].

13. On November 10, 2017, the Fee Examiner issued a memorandum, and on January 

3, 2018, the Fee Examiner issued a supplemental memorandum (together, the “Fee Examiner 

Guidelines”) to all retained professionals in these Title III Cases providing additional guidelines 

in connection with the Interim Compensation Order.

14. On May 8, 2018, the Fee Examiner filed the Motion of the Fee Examiner to Amend

the Fee Examiner Order with Respect to the Scope of the Fee Examiner’s Authority in the Interest 

of Administrative Efficiency [Dkt. No. 3032] (the “Motion to Amend the Fee Examiner Order”).

15. On May 23, 2018, the Oversight Board and the Puerto Rico Fiscal Agency and 

Financial Authority (“AAFAF”) filed a Joint Motion for Entry of an Order Further Amending the 

Interim Compensation Order [Dkt. No. 3133].

16. On June 6, 2018, the Court entered the Interim Compensation Order [Doc. No. 

3269], and in accordance therewith, Continental, and other professionals retained in these Title III 

Cases were authorized to serve upon the parties identified therein (the “Notice Parties”) monthly 

fee statements (the “Monthly Fee Statements”).

17. Pursuant to the Interim Compensation Order, the Notice Parties have ten (10) days 

from the date of service of the Monthly Fee Statement to object to the amounts requested. If no 

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16

objection is filed prior to expiration of the objection period, the Commonwealth is authorized to 

pay the respective professionals 90% of the fees and 100% of the expenses sought in each Monthly 

Fee Statement.

18. On June 20, 2018, the Court entered 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 “Amended Fee Examiner Order”).

19. On June 26, 2019, the Court entered the Order Imposing Additional Standards: 

Rate Increases and the Retention of Expert Witnesses or Other Sub-Retained Professionals [Dkt.

No. 7678].

C. Retention of Continental 

20. On April 30, 2019, the Committee filed an application to retain and employ the law 

firm of Genovese Joblove & Battista, P.A. (“GJB”) as special litigation and conflicts counsel. On 

May 31, 2019, the Court entered the Order Authorizing Employment and Retention of Genovese, 

Joblove & Battista, P.A. as Special Litigation Counsel to Official Committee of Unsecured 

Creditors, Pursuant to Bankruptcy Code Section 1103(A) and Local Rule 2014-1(e), Effective as 

of April 16, 2019 [Dkt. No. 7181]. 

21. Effective as of February 14, 2022, John Arrastia, Jesus Suarez, and Angelo Castaldi 

(collectively, the “Attorneys”)—three of the GJB attorneys who had been primarily responsible 

for the representation of the Committee as special litigation counsel and conflicts counsel—formed 

and joined Continental. To ensure continuity of representation and to minimize expenses the 

Committee would have to incur in connection with having unfamiliar attorneys represent the 

Committee, the Committee approved Continental’s substitution the Title III Cases, effective as of

February 14, 2022. 

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17

22. On February 28, 2022, Continental filed the Application for Order Pursuant to 

Bankruptcy Code Section 1103(A) and Local Bankruptcy Rule 2014-1(E) Authorizing Employment 

and Retention of Continental PLLC as Substitute Special Litigation Counsel to Official Committee 

of Unsecured Creditors, Effective as of February 14, 2022 (the “Continental Application”) [Dkt.

No. 20222].

23. By order of this Court entered March 18, 2022 [Dkt. No. 20407] (the “Retention 

Order”), the Continental Application was approved effective as of February 14, 2022. The terms 

of the retention of Continental are identical in all material respects to the retention of GJB and are 

no less favorable to the Committee. 

24. The retention of Continental (and the Attorneys) as special litigation counsel and 

conflicts counsel remains necessary and appropriate because the Committee desired to retain a firm 

with expertise in asserting claims against existing defendants and potential adverse parties that 

present a conflict to the Committee’s primary counsel, Paul Hastings.

25. Continental’s retention extends to the representation of the Committee as the 

official committee for the HTA Title III Case, the ERS Title III Case, and the PREPA Title III 

Case. In particular, the Retention Order provided that “[t]he retention of Continental, as counsel to 

the Committee, shall be deemed to apply to the representation of the Committee if ever enlarged 

to include unsecured creditors of other debtors, without the need to obtain a modification of this 

Order.”

26. The Retention Order authorized Continental to be compensated on an hourly basis 

and reimbursed for actual and necessary out-of-pocket expenses pursuant to sections 316 and 317 

of PROMESA, the Bankruptcy Rules, the Local Rules, and such orders as the Court may direct. 

The Retention Order further provides that “[p]ursuant to Bankruptcy Code section 503(b)(1), made 

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applicable by PROMESA section 301(a), the fees and expenses of Continental shall be an 

administrative expense.” In addition, as provided in the Retention Order, the Committee has 

consented to the Debtors’ payment of Continental’s allowed fees and expenses.

27. On May 13, 2022, Continental filed its First Supplemental Declaration Regarding 

the Retention of Continental as Special Litigation and Conflicts Counsel to the Official Committee 

of Unsecured Creditors in accordance with the Order Approving List of Material Interested Parties 

Pursuant to The Puerto Rico Recovery Accuracy In Disclosures Act [Dkt. No. 204671] (the 

“PRRADA Order”) and the Puerto Rico Recovery Accuracy in Disclosures Act, Pub. L. No. 117-

82 (“PRRADA”), and the disclosure requirements of rule 2014(a) of the Federal Rules of 

Bankruptcy Procedure. [Dkt. No. 20776].

28. On June 22, 2022, Continental filed its Second Supplemental Declaration 

Regarding the Retention of Continental as Special Litigation and Conflicts Counsel to the Official 

Committee of Unsecured Creditors in accordance with the PRRADA Order, PRRADA, and the 

disclosure requirements of rule 2014(a) of the Federal Rules of Bankruptcy Procedure. [Dkt. No. 

21306]. 

D. Applications for Interim Compensation 

29. In addition to the Monthly Fee Statements, the Interim Compensation Order 

directed professionals to seek interim allowance and payment of compensation (including the 10% 

held back from Monthly Fee Statements) and expense reimbursement at 120-day intervals (each 

an “Interim Fee Period”) by filing with the Court and serving on the Notice Parties an application 

for approval and allowance of all compensation and reimbursement of expenses relating to services 

rendered and expenses incurred during the preceding Interim Fee Period (see Interim 

Compensation Order at ¶2(f)).

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30. On October 27, 2022, Continental Filed its First Interim Fee Application for the 

period from February 15, 2022 to May 31, 2022. [Dkt. No. 22713] (the “First Interim Fee 

Application”). The hearing on the First Interim Fee Application is scheduled for December 14, 

2022 at 9:30 a.m.

31. As of the filing of this Second Interim Application, the Court has not entered an 

order awarding the compensation sought in the First Interim Fee Application.

COMPENSATION AND REIMBURSEMENT REQUEST

Second Interim Application for Interim Compensation

32. This is the Second Interim Application for interim compensation for Continental

and covers the Application Period from June 1, 2022 to September 30, 2022. 

33. By this Second Interim Application, Continental seeks an order authorizing (a) 

allowance of interim compensation for professional services rendered to the Committee during the 

Application Period in the aggregate amount of $273,196.00 and (b) allowance of reimbursement 

of actual and necessary expenses incurred by Continental in the aggregate amount of $1,813.58.

These amounts were for legal services provided to the Committee in connection with the 

Commonwealth Title III case.

34. During the Application Period, Continental attorneys and paraprofessionals 

expended a total of 596.20 hours for which compensation is requested. All services rendered and 

expenses incurred for which compensation or reimbursement is requested were performed or 

incurred for or on behalf of the Committee. 

35. The Committee has approved the amounts requested by Continental for services 

performed and expenses incurred in each of the monthly statements submitted to the Notice Parties 

as outlined in the Interim Compensation Order.

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36. During the Application Period, Continental submitted four (4) Monthly Fee 

Statements. The first Monthly Fee Statement for the period from June 1, 2022 to June 30, 2022 

was submitted and served on the Notice Parties on July 15, 2022 (the “First Monthly Fee 

Statement”) a copy of which is attached as Schedule 2. The objection deadline for the First 

Monthly Fee Statement was July 25, 2022. 

37. A second Monthly Fee Statement for the period from July 1, 2022 to July 31, 2021 

was submitted and served on the Notice Parties on August 12, 2022 (the “Second Monthly Fee 

Statement”) a copy of which is attached as Schedule 2. The objection deadline for the Second 

Monthly Fee Statement was August 22, 2022. 

38. A third Monthly Fee Statement for the period from August 1, 2022 to August 31, 

2022 was submitted and served on the Notice Parties on September 14, 2022 (the “Third Monthly 

Fee Statement”), a copy of which is attached as Schedule 2. The objection deadline for the Third 

Monthly Fee Statement was September 26, 2022. 

39. A fourth Monthly Fee Statement for the period from September 1, 2022 to 

September 30, 2022 (the “Fourth Monthly Fee Statement”), was submitted to the Committee on 

October 28, 2022, a copy of which is attached as Schedule 2. The objection deadline for the Fourth 

Monthly Fee Statement was November 7, 2022.

40. As of the date of the filing of this Second Interim Application, Continental has 

received only 90% of the payments for services rendered during the Application Period for the 

First, Second, Third Monthly Fee Statements, and Fourth Monthly Fee Statements. There remains 

a 10% holdback in the amount of $21,855.68.

41. As a courtesy to the Committee and based on circumstances unique to the Title III 

Case, during the Application Period Continental voluntarily applied a 20% discount of its hourly 

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rates totaling $54,639.20. For details regarding the discounted fees, please see the Certification of 

John Arrastia filed concurrently.

42. By this Second Interim Application, Continental requests allowance of all fees and 

expenses incurred for services rendered during the Application Period. At this time, Continental

seeks payment of (a) 100% of its fees for services invoiced during the Application Period and (b) 

100% of expenses invoiced during the Application Period. The time billed by these timekeepers 

was reasonable, and Continental reserves the right to seek allowance and payment of these fees 

based on the facts and circumstances of these cases, including, without limitation, if objections are 

interposed to the allowance or payment of Continental’s fees and expenses. 

43. There is no agreement or understanding between Continental and any other person 

other than the attorneys, employees, and staff of Continental, for the sharing of compensation to 

be received for services rendered in these cases.

44. Continental maintains computerized records, in the form of monthly statements, of

the time spent by all Continental’s attorneys and paraprofessionals in connection with its 

representation of the Committee. The monthly statements are in the same form regularly used by 

Continental to bill its clients for services rendered and include the date that the services were 

rendered, a detailed, and contemporaneous narrative description of the services provided, the 

amount of time spent for each service, and the designation of the professional who performed the 

service.

45. The fees charged by Continental in the Title III Case are billed in accordance with 

its existing billing rates and procedures in effect during the Application Period. The rates 

Continental charges for the services rendered by its professionals and paraprofessionals in the Title 

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III Case are comparable to the rates Continental charges for professional and paraprofessional 

services rendered in comparable non-bankruptcy related matters. 

46. Continental’s rates are set at a level designed to fairly compensate Continental for 

the work of its attorneys and paraprofessionals to cover fixed and routine overhead expenses. 

Continental operates in a national marketplace for legal services in which rates are driven by 

multiple factors relating to the individual lawyer, his or her area of specialization, the firm’s 

expertise, performance and reputation, the nature of the work involved, and other factors. 

Accordingly, Continental set its rates for attorneys and paraprofessionals both in the restructuring 

group and related litigation groups within the firm by reference to market information and market 

adjustments by firms considered to be industry peers. Based on this and reviews of 

contemporaneous time records and fee applications filed in other cases, Continental’s endeavors 

to set the hourly rates for its attorneys and paraprofessionals at levels comparable to or below those 

of its principal competitor firms.

47. As is customary, and as permitted pursuant to paragraph 2 of the Retention Order, 

every year Continental reviews its rate structure and, when appropriate, adjusts its hourly rates 

based upon (i) the advancing seniority of its professionals and paraprofessionals, (ii) the current 

market for legal services, (iii) the rates charged for comparable non-bankruptcy services, and (iv) 

the firm’s analysis of the hourly rates being charged by professionals in other law firms.

48. Continental’s professional services during the Application Period required an 

aggregate expenditure of 596.2 recorded hours by Continental’s attorneys and paraprofessionals, 

broken down as follows: partners (348 hours), associates (231.3 hours), and paraprofessionals 

(16.90 hours). During the Application Period, Continental’s billing rates for attorneys rendering 

services in this matter ranged from $315.00 to $575.00 per hour. 

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49. To the extent that time or disbursement charges for services rendered or 

disbursements incurred relate to the Application Period but were not processed before the 

preparation of this Second Interim Application, or Continental has for any other reason not sought

compensation or reimbursement with respect to such services or expenses, Continental reserves 

the right to request additional compensation for such services, and reimbursement of such 

expenses, in a supplemental or future application.

50. Pursuant to, and consistent with, the relevant requirements of the Guidelines, as 

applicable, the following exhibits are attached hereto and incorporated by reference:

• Exhibit A contains the Certification of John Arrastia.

• Exhibit B contains disclosures regarding customary and comparable compensation.

• Exhibit C contains a summary of Continental’s timekeepers included in this Second

Interim Application.

• Exhibit D contains the (a) budgets and (b) staffing plans for Continental’s services 

during the Application Period.

• Exhibit D-1 contains the budgets for the Application Period.

• Exhibit D-2 contains the staffing plans for the Application Period. 

• Exhibit E contains (a) a summary of the compensation requested as compared to the 

compensation budgeted for the firm’s services during the Application Period, and 

(b) a further breakdown of the compensation requested by project category and 

matter number.

• Exhibit E-1 contains a summary of compensation requested by project category as 

compared to budget.

• Exhibit E-2 contains a summary of the expense reimbursements requested by 

category. An itemized schedule of all such expenses is included in Continental’s 

monthly statements.

• Exhibit F contains a breakdown of compensation and expense reimbursement 

requested by Continental and by whether the services were rendered in Puerto Rico 

or outside Puerto Rico.

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• Schedule 1 contains a list of the professionals providing Services during the 

Application Period by matter.

• Schedule 2 includes the monthly fee statements covered in this Second Interim 

Application.

• Schedule 3 includes the proposed order approving this Second Interim Application.

SUMMARY OF SERVICES PERFORMED BY CONTINENTAL DURING THE 

APPLICATION PERIOD

51. This Second Interim Application is Continental’s second interim application for 

compensation in the Debtors’ Title III Cases. Set forth below is a description of the professional 

services rendered by Continental during the Application Period broken down by project category.12

The following services described are not intended to be a comprehensive summary of the work 

performed by Continental. Detailed descriptions of all services rendered by Continental can be 

found in the detailed time records reflecting the services performed by Continental’s professionals, 

the time expended by each professional, and the hourly rate of each professional, annexed to the 

Monthly Fee Statements attached as Schedule 2 and such descriptions are incorporated by 

reference.

52. During this Application Period, Continental closely with Paul Hastings as counsel 

for the Committee and Brown Rudnick LLP (“Brown Rudnick” or “Special Claims Committee 

Counsel”) as counsel for the Financial Oversight and Management Board, acting through its 

counsel Proskauer Rose or the Special Claims Committee (the “Oversight Board”), and with

Casillas, Santiago & Torres, LLC (“CST”), Local Counsel to the Official Committee of Unsecured 

Creditors (the “Committee”), in handling numerous matters that were of critical importance to the 

interests of the Debtors and their creditors, particularly with respect to the Committee’s efforts to 

12 The description of services in this Application is limited to those matters in which Continental provided five (5) or 

more hours of service during the Application Period.

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protect the benefits secured for general unsecured creditors of the Commonwealth. Continental

worked with these firms to eliminate unnecessary duplication and allocate tasks in an efficient 

manner. In order to minimize duplication, Continental continues to meet with and confer with 

counsel for the Oversight Board to discuss pending and potential claims and discuss a division of 

labor and tasks to limit duplication. Continental has continued to track deadlines, organize

documents, and review the Title III Case dockets to maintain its litigation tracking spreadsheets 

current. In addition, Continental has reviewed various motions, applications, scheduling orders and 

other pleadings submitted to the Court in connection with the pending action and related adversary 

proceedings. 

53. Specifically, Continental has continued to monitor the progress of the proceedings 

and advise the Committee as appropriate, and represent the Committee in those actions, including 

without limitation, claims of PREPA against fuel oil suppliers and laboratories to avoid certain 

fraudulent transfers and contractual claims. During the Application Period, Continental 

collaborated with CST related to the Fuel Oil Litigation (Adv. P. No. 19-388). This included a 

review of pleadings and undertaking substantial effort to respond to a number of exhaustive 

dispositive motions filed in Fuel Oil Litigation and analysis of local law issues that arose in the 

Fuel Oil Litigation during the Application Period. This also included participating in litigation and 

oral argument concerning an effort to enforce confirmed Plan (e.g., Dkt. No. 21651) by UBS 

Financial Services and related contentions raised by certain ERS beneficiaries. 

54. During the Application Period, Continental collaborated with and assisted cocounsel on various matters related to claims filed against PREPA, while continuing to analyze the 

general unsecured claims pool. 

55. During the Application Period, Continental continued to assist counsel for the 

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Committee and advise the Committee on all issues bearing on the rights of unsecured creditors in 

the Title III cases and taken proactive steps to protect the rights of unsecured creditors, including 

by: (i) reviewing the Oversight Board’s reports concerning the designation and status of claims in 

connection with the alternative dispute resolution process and administrative claims reconciliation 

process; (ii) collaborating with other Committee advisors and counsel to the Special Claims 

Committee of the Oversight Board to dismiss adversary proceedings that were resolved as part of 

the Commonwealth Plan; (iii) attending Committee meetings and communicating regularly with 

Committee members regarding ongoing matters in the Title III cases; and (iv) monitoring hearings, 

pleadings filed, and orders entered in the Title III cases and related adversary proceedings.

56. As special litigation and conflicts counsel to the Committee, Continental has jointly 

worked on various matters with counsel for the Oversight Board or its Special Claims Committee 

and has made a concerted effort to perform these services in an economic, effective, and efficient 

manner commensurate with the complexity and importance of the issues involved while being 

mindful to avoid any unnecessary or unreasonable duplication of effort with respect to any 

incurrence of fees in connection with the adversary proceedings commenced under the Joint 

Prosecution Stipulation. 

57. As such, Continental has carefully reviewed its staffing needs on a monthly basis 

and taken affirmative steps to avoid charges for duplicative services. For example, the work 

performed by Continental was carefully assigned to appropriate professionals or paraprofessionals 

according to the experience and level of expertise required for each particular task. Moreover, 

whenever possible, Continental sought to minimize the costs of Continental’s services to the 

Committee by utilizing junior attorneys and paraprofessionals to handle the more routine aspects 

of the assignments. In addition, a small group of the same Continental attorneys was utilized for 

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the vast majority of the work in these Title III cases to minimize the costs of intra-Continental

communication and education about the cases. Notably, as a general matter, no more than two 

Continental attorneys attended the various hearings held during the Application Period, thereby 

minimizing the time billed on these hearings. 

58. In sum, Continental respectfully submits that the services for which it seeks 

compensation in this Second Interim Application were necessary for and beneficial to the 

Committee, and were rendered to protect, preserve, and maximize the value for unsecured creditors 

during the pendency of these Title III cases. Accordingly, in light of the nature and complexity of 

these Title III cases, Continental’s charges for professional services performed and expenses 

incurred are reasonable under applicable standards. 

59. For all these reasons, Continental respectfully requests that the Court grant this 

Second Interim Application and allow interim compensation for professional services performed 

and reimbursement for expenses as requested.

60. For ease of reference and transparency purposes, Continental created several matter 

numbers for its representation of the Committee. The matter numbers are divided as follows:

Matter ID Matter Name

101 Commonwealth of Puerto Rico

102 PREPA Adversary Litigation

103 ERS Adversary Litigation

104 HTA Adversary Litigation

I. Official Committee of Unsecured Creditors of Commonwealth of Puerto Rico (Matter 

ID 101)

(a) Case Administration (Task Code B110)

 Fees: $360.00 Total Hours: 2.4

61. During the Application Period, Continental reviewed and developed general case 

strategy and planning of litigation matters, attended to case management, and participated in 

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meetings with Paul Hastings, Proskauer Rose, Brown Rudnick, and CST. In order to efficiently 

track deadlines, organize documents, and manage work streams, Continental created a task list and 

tracking chart for all adversary proceedings filed which it routinely updates to keep track of 

deadlines. In addition, during the Application Period, Continental held routine internal team

conference calls and occasional meetings to discuss interim and long-term strategies regarding 

current status of the Title III cases and to manage work assignments and deadlines, while ensuring 

efficiencies and avoiding duplication and unnecessary overlap. In addition, Continental continued 

implementing interim and long-term strategies to maximize recoveries for general unsecured 

creditors. During the Application Period, Continental attended telephone conferences, and weekly 

meetings, and other communications with the Committee, including preparation for such calls and 

meetings in order to maintain the Committee informed of the various developments in the 

proceedings being handled by Continental. 

(b) Pleadings Review (Task Code B113)

 Fees: $11,718.00 Total Hours: 37.2

62. During the Application Period, Continental monitored the case docket for the Title 

III cases and applicable adversary proceedings. All Court filings are reviewed and analyzed. Upon 

the completion of the Court filing review, an internal memorandum is prepared summarizing each 

Court filing, upcoming hearings, and noting relevant filings which may impact a proceeding where 

Continental is serving as special litigation counsel to the Committee. 

(c) Fee/Employment Applications/Budgeting (Continental) (Task Code B160)

Fees: $14,728.00 Total Hours: 43.5

63. During the Application Period, Continental prepared four (4) monthly fee statements 

for services rendered during the months of June, July, August, and September 2022. Continental

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also reviewed reports and correspondence from the Fee Examiner and engaged in discussions with 

the Fee Examiner and his counsel to address questions regarding Continental’s compensation. 

64. During the Application Period, Continental prepared monthly budgets and staffing 

issues and procedures in connection with the preparation, submission, and approval of same. 

Continental prepared monthly budgets for June, July, August, and September 2022, as required by 

the Fee Examiner and Interim Fee Orders. On June 22, 2022, Continental filed its Second 

Supplemental Declaration Regarding the Retention of Continental as Special Litigation and 

Conflicts Counsel to the Official Committee of Unsecured Creditors in accordance pursuant to the 

PRRADA Order, PRRADA, and the disclosure requirements of rule 2014(a) of the Federal Rules 

of Bankruptcy Procedure. [Dkt. No. 21306].

65. During the Application Period, Continental began preparation of, among other 

things, its First Interim Fee Application and related Motions, Exhibits, and Orders. Continental

also conferred with the Fee Examiner and engaged in discussions with the Fee Examiner and his 

counsel concerning the filing of Continental’s First Interim Fee Application. 

(d) General Litigation (Task Code B191)

 Fees: $8,423.00 Total Hours: 18.2

66. During the Application Period, Continental’s professionals reviewed and analyzed 

obligations of professionals under PRRADA and the Court’s related orders, and in conjunction 

with that analysis prepared and supplemented its disclosures. 

67. During the Application Period, Continental monitored filings and appellate 

proceedings concerning the Court’s Confirmation Order and the confirmed Plan. Continental also 

researched, drafted, filed submissions, and presented argument in conjunction with UBS 

Financials’ effort to enforce the confirmed plan of adjustment on certain creditors.

68. During this Application Period, Continental aided Paul Hastings and CST in 

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various tasks, such as outreach efforts, preparation of communiques for the Committee, and 

research and analysis of legal issues in connection with claims assessment, contracts law, and the 

litigation trust; all this in association with the implementation of the Commonwealth’s Plan and 

the execution of the Committee’s strategy as these Title III litigations continue. Continental has 

also provided, from time-to-time, additional assistance to Committee counsel with respect to 

litigation matters within Continental’s subject matter expertise, but in no way duplicative of the 

work performed by other counsel on these matters

69. During the Application Period, Continental reviewed pleadings and documents and 

calendared omnibus hearings and deadlines associated with proposed litigation for which it was 

retained. Continental reviewed and analyzed procedures orders regarding hearings, objections and 

pleadings filed. Continental reviewed agendas for omnibus hearings scheduled during the 

Application Period and attended hearings whenever necessary. 

II. PREPA (Matter ID 102)

70. During the Application Period, Continental continued to monitor the case and 

review pleadings, orders, hearings, briefing schedules, and objections filed in the main PREPA 

case and adversary proceedings. Additionally, Continental reviewed pending tolling agreement 

deadlines. 

(a) General Litigation (Task Code B191)

Fees: $211,040.00 Total Hours: 439.9

71. During the Application Period, Continental reviewed and analyzed various 

pleadings filed in the PREPA matter in addition to monitoring pending tolling agreement deadlines 

and tracking expiration deadlines of same. Continental paralegals prepared, reviewed, and 

analyzed services and notices. 

72. During the Application Period, the Committee — and Continental as its special 

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litigation counsel — engaged in substantial and highly complicated litigation with certain fuel oil 

suppliers and fuel laboratories in the Fuel Oil Litigation. Specifically, Continental expended 

substantial effort researching, drafting, and filing numerous submissions and extensive briefings 

in response to several separate motions to dismiss, in addition to an omnibus dismiss filed by most 

of the above-referenced defendants to the Fuel Oil Litigation. In connection with the foregoing 

proceedings, Continental attorneys drafted arguments, prepared briefs, reviewed and analyzed 

complex issues of bankruptcy and Puerto Rico law, and developed issues of Puerto Rico law. This 

category also includes time spent by Continental in connection with finalizing and filing the 

responses in the above-referenced Fuel Oil Litigation concerning other dispositive and affirmative 

defenses-specific motions filed by or against a certain laboratory defendant; undertaking 

substantial efforts to coordinate and communicate with co-plaintiff’s counsel regarding litigation 

strategy and collaboration; reviewing and considering replies filed in conjunction with the abovereferenced motions to dismiss; and reviewing and considering documents produced, and positions 

shared, by opposing parties. Finally, this category includes time spent by Continental during the 

Application Period: (a) reviewing and analyzing documents — and developing legal strategy —

in connection with potentially valuable claims and litigation concerning contract registration 

requirements under Puerto Rico law; (b) analyzing aspects of PREPA’s restructuring support 

agreement, potential Plan, and Plan settlements and analyze litigation implications thereof; and 

(c) monitoring Plan negotiations as relating to pending litigation and potential conflict parties.

III. ERS (Matter ID 103)

(a) General Litigation (Task Code B191)

Fees: $20,509.00 Total Hours: 42.60

73. During the Application Period, Continental continued to monitor the case and 

review pleadings, orders, hearings, briefing schedules, and objections filed in the main ERS case 

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and omnibus adversary proceedings. Additionally, Continental has reviewed and analyzed motions 

regarding briefing and litigation schedules; pending discovery and pleadings related to the bonds 

issued by ERS. Continental has also spent time reviewing and calendaring deadlines and hearings 

related to the ERS litigation. In addition, Continental continued its work representing the 

Committee in connection with the ERS Bond adversaries [Adv. Proc. Nos. 19-356, 19-357, 19-

359, 19-361 and 19-367]. Continental represents the Committee with respect to Stipulation of 

Dismissal of ERS actions and prepared the papers concerning same. Continental reviewed and 

analyzed Fourth Amended Plan Supplement as it relates to litigation claims. 

74. During the Application Period, Continental expended efforts to prepare for and 

argue before the Court on behalf of the Committee13 relating to its limited support of UBS 

Financial Services Incorporated of Puerto Rico’s Motion to Enforce Modified Eighth Amended 

Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico et al. [See generally Case 

No. 17-bk-03566-LTS, Dkt. Nos. 21651, 21808, 22175, 22199, 22186, 22187, 22294, and 22500]. 

The crux of UBS’s filings was to enforce the Plan and enjoin the Employees’ Retirement System 

of the Government of the Commonwealth of Puerto Rico (the “ERS”) and seven former 

beneficiaries of the ERS from litigating claims that were transferred to other creditors under the 

Plan and no longer belong to the ERS or its former beneficiaries. Continental asserted arguments 

on behalf of the Commonwealth and Avoidance Actions Trusts arguing that on the Trustee has 

standing to assert claims against UBS because the claims were transferred to the Avoidance Action 

Trust pursuant to Section 78.86 of the Plan and such claims are currently being pursued by the 

13 The Debtors’ Title III Plan of Adjustment, as amended and modified, (Case No. 17-bk-3283, Dkt. No. 19784) 

(“Plan”) has been confirmed and consummated and, as of the March 15, 2022, effective date of the Plan, which then 

Drivetrain, LLC (“Trustee”), as Trustee of the Commonwealth Avoidance Actions Trust (the “Avoidance Actions

Trust”), with, among other things, the prosecution of certain causes of action of the Debtors for the benefit of holders 

of allowed general unsecured claims.

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Trustee in the adversary captioned Drivetrain, LLC v. Barclays, et al., Adv. Proc. No. 19-000280-

LTS. The ERS Plaintiffs filed a Motion to Stay, which requested the Court to defer consideration 

of UBS’s Motion to Enforce until (i) it is determined if the Avoidance Actions Trust will pursue 

claims against UBS; or, in the alternative; (ii) thirty days after UBS files a responsive pleading.

Continental addressed these filings at oral argument when the Court heard argument in connection 

with the motion to enforce the Plan at the September Omnibus Hearing held September 28, 2022. 

The Court took the motion to enforce the Plan on submission. [See Dkt. No. 22567]. 

IV. HTA (Matter ID 104)

75. During the Application period, Continental has been involved and continued to 

monitor adversary proceeding challenging liens asserted by certain holders of HTA bonds [Adv. 

Proc. No. 19-364]. Continental also spent time reviewing and calendaring deadlines and hearings 

related to the HTA litigation. In addition, Continental aided Paul Hastings and CST in various 

tasks, such as preparation of memoranda for the Committee, and research and analysis of local law 

in connection with special revenues and preclusions. All this in association with the upcoming 

proposed Plan of Adjustment and related proceedings.

ATTENDANCE AT HEARINGS

76. In accordance with the presumptions set forth in the Order on Fee Examiner’s

Motion to Impose Presumptive Standards and Timeliness Requirements for Professional Fee

Applications [Dkt. No. 3932] (the “Presumptive Standards Order”), Continental provides the 

following summary regarding the attendance of Continental’s professionals at Court hearings:

• John Arrastia virtually attended and addressed the Court at the September 28-29,

2022 omnibus hearings.

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REPORT ON MATTERS JOINTLY PURSUED BY OVERSIGHT BOARD AND 

COMMITTEE 

77. As requested by the Fee Examiner, Continentalsets forth below the status of various 

proceedings and motions jointly commenced by the Oversight Board or its Special Claims 

Committee, on the one hand, and the Committee, on the other hand, pursuant to stipulation for 

joint prosecution of causes of action or claims objections.

• Adversary Proceedings Against Fuel Oil Defendants and Other Proceedings: 

Continental represents the Committee with respect to the claims against numerous 

fuel oil suppliers and laboratories of PREPA to avoid certain fraudulent transfers 

[Adv. Pro. No. 19-388-LTS]. 

78. The sub-budgets and staffing plans with respect to the jointly pursued matters 

described above are included as part of Exhibit D-1 and Exhibit D-2, respectively.

ACTUAL AND NECESSARY DISBURSEMENTS

79. As set forth in Exhibit E-2, Continental disbursed $1,813.58 as expenses incurred 

in providing professional services during the Application Period.

80. Continental believes the rates for charges incurred are at or below market rates that 

the majority of law firms charge clients for such services. In addition, Continental believes that 

such charges are in accordance with the American Bar Association’s (“ABA”) guidelines, as set 

forth in the ABA’s Statement of Principles, dated January 12, 1995, regarding billing for 

disbursements and other charges.

REQUESTED COMPENSATION SHOULD BE ALLOWED

81. Section 316 of PROMESA provides for the compensation of professionals. 

Specifically, section 316 provides that a court may award a professional employed by a committee 

under section 1103 of the Bankruptcy Code “reasonable compensation for actual, necessary 

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

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Section 316 also sets forth the criteria for the award of such compensation and reimbursement:

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

professional person, the court shall consider the nature, the extent, and the value of 

such services, taking into account all relevant factors, including:

i. the time spent on such services;

ii. the rates charged for such services;

iii. 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;

iv. 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;

v. with respect to a professional person, whether the person is board certified 

or otherwise has demonstrated skill and experience in the restructuring field; 

and

vi. whether the compensation is reasonable based on the customary 

compensation charged by comparably skilled practitioners in cases other 

than cases under this title or title 11, United States Code. PROMESA § 

316(c). Further, section 317 of PROMESA provides that “a committee

may apply to the court not more than once every 120 days for such 

compensation for services rendered.

82. In the instant case, Continental respectfully submits that the services for which it 

seeks compensation in this Second Interim Application were, at the time rendered, believed to be 

necessary for and beneficial to the Committee, the Debtors, and their stakeholders and were 

rendered to protect, preserve, and maximize value for unsecured creditors during the pendency of 

the Title III Cases. The services rendered to the Committee were performed in an economic, 

effective, and efficient manner commensurate with the complexity and importance of the issues 

involved. The results obtained to date have benefited not only the Committee but also the Debtors, 

their stakeholders, and other interested parties. Accordingly, the compensation requested is 

reasonable in light of the nature, extent, and value of such services to the Committee, the Debtors,

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and all parties in interest.

83. The work conducted was carefully assigned to appropriate professionals or 

paraprofessionals according to the experience and level of expertise required for each particular 

task. Whenever possible, Continental sought to minimize the costs of Continental’s services to the 

Committee by utilizing junior attorneys and paraprofessionals to handle the more routine aspects 

of the assignments. A small group of the same Continental attorneys was utilized for the vast 

majority of the work in order to minimize the costs of intra-Continental communication and 

education about the Title III Cases. As demonstrated by this Second Interim Application, 

Continental spent its time economically and without unnecessary duplication. Accordingly, 

approval of the compensation sought is warranted.

NOTICE

84. In accordance with the Interim Compensation Order, Continental will provide 

notice of this Second Interim Application to (i) the attorneys for the Oversight Board, Proskauer 

Rose LLP and O’Neill & Borges LLC; (ii) the attorneys for the Puerto Rico Fiscal Agency and 

Financial Advisory Authority, O’Melveny & Myers LLP and Marini Pietrantoni Muñiz LLC; (iii) 

the Office of the United States Trustee for the District of Puerto Rico; (iv) the attorneys for the 

Official Committee of Retired Employees, Jenner & Block LLP and Bennazar, García & Milián, 

C.S.P.; (v) the Puerto Rico Department of Treasury; (vi) the Fee Examiner, Brady Williamson; and 

(vii) counsel to the Fee Examiner, Godfrey & Kahn, S.C. and EDGE Legal Strategies, PSC. In 

addition, the notice of hearing with respect to this Second Interim Application will be served on 

all parties that have filed a notice of appearance in the Title III Cases.

CONCLUSION

WHEREFORE, Continental respectfully requests entry of an order, substantially in the 

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form attached hereto as Schedule 3, (i) allowing interim compensation for professional services 

rendered during the Application Period in the amount of $273,196.00, representing 100% of the 

fees billed during the Application Period (not including Continental’s voluntary fee reduction 

equal to 20% in the amount of $54,639.20) and reimbursement of $1,813.58, representing 100%

of the actual and necessary expenses incurred during the Application Period (ii) authorizing and 

directing the Debtors’ payment of the fees allowed (net of credits for fee reductions) plus 100% of 

the expenses allowed and any amounts paid by the Debtors pursuant to the Interim Compensation

Order, (iii) allowing such compensation and payment for professional services rendered and 

reimbursement of actual and necessary expenses incurred be without prejudice to Continental’s 

right to seek such further compensation and/or payment for the full value of services performed 

and expenses incurred, and (iv) granting Continental such other and further relief as is just.

Dated: November 15, 2022.

/s/ John Arrastia

John Arrastia, Esq. (Pro Hac Vice)

CONTINENTAL PLLC

255 Alhambra Cir, Suite 640 

Coral Gables, FL 33134

Tel: 305-677-2707

JArrastia@ContinentalPLLC.com

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