Estimated Hearing Date: March 15, 2023 at 9:30 a.m. AST

Objection Deadline: February 15, 2023 at 4:00 p.m. AST

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-03283 (LTS)

(Jointly Administered)

FINAL FEE APPLICATION OF LUSKIN, STERN & EISLER LLP,

AS SPECIAL COUNSEL TO THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO FOR PROFESSIONAL 

COMPENSATION AND REIMBURSEMENT OF EXPENSES,

FOR THE PERIOD FROM MAY 3, 2017 THROUGH MARCH 15, 20222

Name of Applicant: Luskin, Stern & Eisler LLP (“LS&E”)

Authorized to Provide Professional Services as: Special Counsel to The Financial Oversight 

and Management Board for Puerto Rico

Date of Retention: October 4, 2016

Period for which compensation and 

reimbursement is sought:

May 3, 20173 through March 15, 2022 

(Petition Date through Effective Date)

Amount of final compensation sought as 

actual, reasonable, and necessary: $1,563,848.24

1 The Debtors in these jointly-administered 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) Puerto Rico Sales Tax Financing Corporation 

(“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) 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); (iv) Puerto Rico Highways and Transportation Authority 

(“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) Last Four Digits of Federal Tax ID: 3808); and (v) Puerto Rico 

Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 

3747).

2 This form has been designed to incorporate many of the requirements of PROMESA §316 and ¶ C.2.1 and Exhibit 

E to the Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses 

Filed Under United States Code by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee Guidelines”).

3 The petition date for the Commonwealth under Title III was May 3, 2017.

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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Amount of final expense reimbursement 

sought as actual, reasonable, and necessary: $7,014.97

Blended rate in this application for all 

attorneys (excluding fees incurred since 

March 15, 2022):

$756.58

Blended rate in this application for all 

timekeepers (excluding fees incurred since 

March 15, 2022):

$598.016

Post-Confirmation Fees: $26,019.00

The total time expended for fee application preparation for the Final Fee Period, including 

disclosures under PRRADA, is 72.6 hours and the corresponding compensation requested is 

$26,019.00.

SUMMARY OF PRIOR INTERIM FEE APPLICATIONS

Fees and Expenses 

Approved

Date and Docket No. of Fee 

Order

Date 

[Docket No.]

Interim Fee Period 

(“IFP”) Covered Fees Expenses Date Docket No.

12/15/2017

[No. 2077]

First IFP

5/3/17 to 9/30/17 $308,347.07 $2,100.64 3/7/2018 2685

3/19/2018

[No. 2729]

Second IFP

10/1/17 to 1/31/18 $88,869.67 $1,329.64 9/6/2018 3874

7/16/2018

[No. 3530]

Third IFP

2/1/18 to 5/31/18 $123,126.00 $471.42 11/6/2018 4200

11/19/2019

[No. 4336]

Fourth IFP

6/1/18 to 9/30/18 $71,708.00 $313.63 3/14/2019 5654

3/18/2019

[No. 5778]

Fifth IFP

10/1/18 to 1/31/19 $546,614.00 $1,311.51 6/26/2019 7670

7/15/2019

[No. 7968]

Sixth IFP

2/1/19 to 5/31/19 $152,165.50 $743.70 12/6/2019 9488

11/15/2019

[No. 9199]

Seventh IFP

6/1/19 to 9/30/19 $54,602.00 $0.00 3/6/2020 12157

3/16/2020

[No. 12356]

Eighth IFP

10/1/19 to 1/31/20 $30,633.00 $66.91 7/24/2020 13824

7/17/2020

[No. 13714]

Ninth IFP

2/1/20 to 5/31/20 $54,879.00 $5.52 10/26/2020 14925

11/16/2020

[No. 15147]

Tenth IFP

6/1/20 to 9/30/20 $35,231.00 $672.00 3/8/2021 15971

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3/16/2021

[No. 16080]

Eleventh IFP

10/120 to 1/31/21 $11,795.00 $0.00 8/3/2021 17646

7/16/2021

[No. 17396]

Twelfth IFP

2/1/21 to 5/31/21 $29,630.00 $0.00 10/4/2021 18371

11/15/2021

[No. 19215]

Thirteenth IFP

6/1/21 to 9/30/21 $15,340.00 $0.00 1/28/2022 19937

6/7/2022

[No. 21125]

Fourteenth IFP

10/1/2021 to 

1/31/22

$30,811.50 $0.004 10/28/2022 22727

10/4/2022

[No. 22466]

Fifteenth IFP

2/1/22 to 3/15/22 $10,096.50 $0.00 12/12/2022 23045; 23112

Total fees and expenses approved by interim orders to date: $1,563,848.24 $7,014.97

4 The Court’s Supplemental Omnibus Order Awarding Interim Allowance of Compensation for Professional 

Services Rendered and Reimbursement of Expenses for the Fifteenth Interim (February 1, 2022-May 31, 2022) and 

Prior Compensation Periods [Docket No. 22727], inadvertently approved expenses in the amount of $6,488.28, that 

had not been requested by LS&E. LS&E proposes that this amount be credited against from any payments that are 

to be made to LS&E pursuant to any final order awarding compensation to LS&E in this case.

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Estimated Hearing Date: March 15, 2023 at 9:30 a.m. AST

Objection Deadline: February 15, 2023 at 4:00 p.m. AST

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-03283 (LTS)

(Jointly Administered)

FINAL FEE APPLICATION OF LUSKIN, STERN & EISLER LLP, 

AS SPECIAL COUNSEL TO THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, FOR COMPENSATION 

AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD

FROM MAY 3, 2017 THROUGH MARCH 15, 2022

TO THE HONORABLE LAURA TAYLOR SWAIN

UNITED STATES DISTRICT COURT JUDGE:

Luskin, Stern & Eisler LLP (“LS&E”), special counsel to the Financial Oversight 

and Management Board for Puerto Rico (the “Oversight Board”) as representative of the 

Commonwealth of Puerto Rico, the Puerto Rico Sales Tax Financing Corporation, the Puerto 

Rico Highways and Transportation Authority, the Employees Retirement System of the 

Government of the Commonwealth of Puerto Rico, and the Puerto Rico Electric Power Authority 

(collectively, the “Debtors”) in the above-captioned title III cases (the “Title III Cases”) pursuant 

1 The Debtors in these jointly-administered 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) Puerto Rico Sales Tax Financing Corporation 

(“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) 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); (iv) Puerto Rico Highways and Transportation Authority 

(“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) Last Four Digits of Federal Tax ID: 3808); and (v) Puerto Rico 

Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 

3747).

In re

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

(“PROMESA”),2 hereby submits this final fee application (the “Final Fee Application” or 

“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 Bankruptcy 

Rules”), Appendix B of the United States Trustee Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in 

Large Chapter 11 Cases effective as of November 1, 2013 (the “U.S. Trustee Guidelines,” and 

together with the aforementioned statutes, rules and guidelines, the “Guidelines”), and in 

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

Reimbursement of Expenses of Professionals entered by this Court on April 12, 2022 [Docket. 

No. 20546] (as amended, the “Interim Compensation Order”), seeking entry of an order allowing 

and approving all prior fee and expense requests incurred during the period commencing May 3, 

2017 through and including March 15, 2022 (the “Compensation Period”). In support of this 

Application, LS&E respectfully states the following:

Jurisdiction and Venue

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

Final Fee 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 herein 

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

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 Debtors’ Title III Cases and does 

not address fees or expenses incurred with respect to other services performed for the Oversight Board outside the 

Title III process.

4 The Bankruptcy Rules are made applicable to the Debtors’ Title III Cases pursuant to PROMESA section 310.

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2. This Application has been prepared in accordance with the Guidelines and 

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

compliance with the Local Guidelines.

Background 

A. Retention of LS&E

3. LS&E is a law firm with its offices located in New York. LS&E has 

significant experience representing parties in bankruptcy actions and litigations in many large, 

complex cases. It has represented clients in numerous cases in the Southern District of New 

York, the Eastern District of New York, and in the United States District Courts and Courts of 

Appeals throughout the United States.

4. As set forth in the engagement letter dated October 4, 2016 

(the “Engagement Letter”),5 LS&E was retained by and authorized to represent the Oversight 

Board in connection with litigation in this Court seeking to lift the automatic stay imposed by 

PROMESA, seven months before these Title III Cases were commenced.6 During the pendency 

of these Title III Cases, LS&E continued to provide services to the Oversight Board and assisted 

Proskauer Rose LLP (“Proskauer”), as lead counsel for the Oversight Board, in connection with 

the Title III Cases given LS&E’s institutional knowledge of the pre-Title III litigation and its 

experience in bankruptcy litigation.

5 A copy of the Engagement Letter is available on the Oversight Board’s website at 

http://oversightboard.pr.gov/documents.

6 Unlike in cases commenced under the Bankruptcy Code, professionals retained by the Debtors and the Oversight 

Board do not require court authorization for retention. See PROMESA § 301(a) (omitting Bankruptcy Code sections 

327 and 328 from incorporation into PROMESA).

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B. Interim Fee Applications

5. LS&E has submitted fifteen (15) interim fee applications, each of which 

has been approved the Court as set forth above. Each of LS&E’s interim applications are 

incorporated herein by reference.7

6. This is LS&E’s final application, which covers the period from May 3, 

2017 through and including March 15, 2022.

Relief Requested

7. By this Application, LS&E seeks entry of an order authorizing final 

approval and allowance of compensation for the professional services rendered and for expenses 

incurred during the fifteen interim periods which comprise LS&E’s retention in these Title III 

Cases.

8. Other than with respect to the prior payments made on account of Monthly 

Fee Statements or Interim Fee Applications (including the overpayment disclosed in footnote 4 

on the coversheet to this Final Fee Application), no payments have been made to LS&E, and 

LS&E has received no promises of payment from any source for services rendered or to be 

rendered in any capacity whatsoever in connection with the matters covered during the 

Compensation Period covered by this Application. There is no agreement or understanding 

between LS&E and any other person, other than the members of LS&E, for the sharing of 

compensation to be received for services rendered in these cases.

9. The fees charged by LS&E in these cases are billed in accordance with 

LS&E’s existing billing rates and procedures in effect during the Compensation Period. The 

7 In each of LS&E’s interim fee applications filed since the passing of Act 257 amending the Puerto Rico Internal 

Revenue Code of 2011, LS&E has reserved the right to seek a tax “gross up” for amounts withheld pursuant to Act 

257. As LS&E has received federal tax credits equal to or in excess of any such amounts withheld, it does not seek

approval of any such gross up in this Final Fee Application. 

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rates set forth in the Engagement Letter8 which LS&E charges for the services rendered by its 

professionals and paraprofessionals in these Title III Cases are the same rates LS&E generally 

charges for professionals and paraprofessional services rendered in comparable non-bankruptcy 

related matters. Such fees are reasonable based on the customary compensation charged by 

comparably skilled practitioners in comparable non-bankruptcy cases in a competitive national 

legal market. 

10. LS&E maintains computerized records of all time spent by LS&E 

attorneys and paraprofessionals in connection with its representation of the Oversight Board. 

Applicant has provided itemized time records for professionals and paraprofessionals performing 

services during the Compensation Period to this Court, the Debtors, the Fee Examiner, all notice 

parties pursuant to the Interim Compensation Order, and the U.S. Trustee. All entries itemized 

in Applicant’s time records comply with the requirements set forth in the Guidelines, including 

the use of separate matter numbers for different project types, as described in this Application. 

Applicant’s itemized time records also detail expenses incurred during the Compensation Period. 

All entries itemized in Applicant’s expense records comply with the requirements set forth in the 

Guidelines.

11. Pursuant to, and consistent with, the Guidelines, as applicable, the 

following exhibits are attached hereto and incorporated herein by reference:

i. Exhibit A contains a certification by Michael Luskin regarding LS&E’s

compliance with the Local Guidelines.

8 LS&E’s hourly rates have increased throughout the Compensation Period pursuant to the Notice of Proposed 

Hourly Rate Adjustment of Luskin, Stern & Eisler LLP, as Special Counsel to the Financial Oversight and 

Management Board of Puerto Rico, nunc pro tunc to August 1, 2019 [Docket. No. 8621], Notice of Proposed Hourly 

Rate Adjustment of Luskin, Stern & Eisler LLP, as Special Counsel to the Financial Oversight and Management 

Board of Puerto Rico, nunc pro tunc to August 1, 2020 [Docket. No. 14006] and Third Notice of Proposed Hourly 

Rate Adjustment of Luskin, Stern & Eisler LLP, as Special Counsel to the Financial Oversight and Management 

Board of Puerto Rico, effective as of September 1, 2021 [Docket. No. 17656] (collectively, the “Notices of Hourly 

Rate Adjustment”)

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ii. Exhibit B contains a summary of hours and fees billed by each LS&E 

attorney and paraprofessional in connection with services rendered to the 

Oversight Board during the Compensation Period, including each time 

keeper’s title, hourly rates, year of bar admission (for attorneys), and any 

applicable rate increases.

iii. Exhibit C contains a summary of compensation requested by matter 

during the Compensation Period.

iv. Exhibit D contains a summary and comparison of LS&E’s blended 

aggregate blended hourly rates during the Compensation Period.

v. Exhibit E contains a summary of reimbursable expenses incurred during 

the Compensation Period.

vi. Exhibit F contains a summary of the compensation requested by matter 

incurred between March 16, 2022, and July 31, 2022.

Summary of Services Performed and Results Achieved

12. Set forth below is a summary of significant professional services, broken 

down by project category, rendered by LS&E during the Compensation Period. 

A. Bankruptcy Litigation

13. During the Compensation Period, LS&E spent time assisting Proskauer, 

the FOMB’s primary counsel, in various litigations in the Title III cases, including the Title III 

cases themselves, and certain adversary proceedings, and appeals, including, Peaje Investments 

LLC v. Puerto Rico Highways and Transportation Authority, et al., Adv. Proc. Nos. 17-151 and 

17-152 (LTS), Assured Guaranty Corp. v. Commonwealth, et al., Adv. Proc. Nos. 17-155 and 

17-156 (LTS), Ambac Assurance Corp. v. Commonwealth, et al., Adv. Proc. No. 17-00159 

(LTS), Aurelius Capital Master, Ltd., et al. v. Commonwealth of Puerto Rico, et al., Case No. 

18-1108 (1st Cir.) and Altair Global Credit Opportunities, et al. v. Employees Retirement 

System, et al., Case No. 18-1836 (1st Cir.). Among other tasks, LS&E assisted in discovery and 

document review; analyzing and researching various dipositive issues; reviewing and revising 

various court filings; preparing for and participating in depositions, including the depositions of 

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several expert witnesses, and reviewing transcripts of numerous depositions; reviewing and 

revising outlines and appellate briefs. This work – as well as other work performed by LS&E in 

connection with these Title III Cases – was done in conjunction with attorneys at Proskauer.

LS&E took care to avoid duplication of effort both within the firm and with Proskauer. 

14. Additionally, since the Compensation Period ended, LS&E incurred an 

additional $20,439 in fees in connection with complying with its disclosure obligations under the 

Puerto Rico Recovery Accuracy in Disclosures Act of 2021 (“PRRADA”) and the Court’s 

subsequent order requiring LS&E to disclose any material interested parties. Effective August 1, 

2022, the attorneys working on this matter joined the law firm of Stroock & Stroock & Lavan 

LLP. No time since August 1, 2022, has been included in this Final Fee Application. In 

accordance with the instructions that we received from Robert J. Keach of Bernstein Shur LLP 

(the non-Title III Fee Examiner), the foregoing fees and expenses related to the PRRADA 

disclosures were submitted to the non-Title III Fee Examiner. No payments have been received 

on account of these amounts.

B. Fee Applications

15. During the Compensation Period, LS&E spent time under this project 

category on the following: (a) review of the docket and filings in these Title III Cases in 

connection with fee and compensation matters, (b) review of the Guidelines and Fee Examiner 

Guidelines in connection with LS&E’s Interim Fee Applications, (c) preparation of its Interim

Fee Applications, and (d) review and coordination with the Oversight Board’s professionals in 

connection with the foregoing. 

16. As set forth more fully in each of its prior interim fee applications, LS&E 

has written off significant time and $1,228.50 in fees incurred in connection with the following: 

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(a) preparation of its Monthly Fee Statement during the Compensation Period, (b) reviewing and 

revising invoices in connection with its Monthly Fee Statement during the Compensation Period, 

(c) preparation of the principal certification with respect to its Monthly Fee Statement during the 

Compensation Period, and (d) preparation of each no objection statement with respect to its 

Monthly Fee Statement during the Compensation Period.

17. Additionally, between the end of Compensation Period and July 31, 2022, 

LS&E has incurred an additional $5,580.00 in fees in connection with the drafting and 

preparation of its Fourteenth and Fifteenth Interim Fee Applications and this Final Fee 

Application. Effective August 1, 2022, the attorneys working on this matter joined the law firm 

of Stroock & Stroock & Lavan LLP. As a result, no time since August 1, 2022, has been 

included in this Final Fee Application. In accordance with the instructions that we received from 

Robert J. Keach of Bernstein Shur LLP (the non-Title III Fee Examiner), the foregoing fees and 

expenses were submitted to the non-Title III Fee Examiner. No payments have been received for 

these amounts. 

C. Peaje v. PRHTA

18. LS&E’s time in this project category is attributable to work done in 

connection with Peaje Investments LLC v. Puerto Rico Highways and Transportation Authority, 

et al., Adv. Proc. Nos. 17-151 and 17-152 (LTS). During the Compensation Period, the bulk of 

the time under this project category was spent assisting Proskauer with Peaje’s appeal to the First 

Circuit of the Court’s decision denying Peaje’s motion for a preliminary injunction. LS&E’s 

work included reviewing and revising outlines and draft briefs as well as preparing and helping 

the Proskauer team prepare for oral arguments, including participation in moot appellate 

arguments. 

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D. AMBAC v. PRHTA

19. LS&E’s time in this project category is attributable to work done in 

connection with Ambac Assurance Corporation v. Puerto Rico Highways and Transportation 

Authority, Case No. 18-1214 (1st Cir.). During the Compensation Period, the bulk of the time 

under this project category was spent assisting Proskauer with AMBAC’s appeal to the First 

Circuit of the Court’s decision granting the Oversight Board’s motion to dismiss the complaint. 

LS&E’s work included reviewing and revising outlines and draft briefs as well as helping the 

Proskauer team prepare for oral arguments, including moot appellate arguments.

E. Assured v. PRHTA

20. LS&E’s time in this project category is attributable to work done in 

connection with Assured Guaranty Corporation v. Puerto Rico Highways and Transportation 

Authority, Case Nos. 18-1165 and 18-1166 (1st Cir.). During the Compensation Period, the bulk 

of the time under this project category was spent assisting Proskauer defending against Assured’s 

appeal to the First Circuit of the Court’s decision granting the Oversight Board’s motion to 

dismiss. LS&E’s work involved helping the Proskauer team prepare for oral arguments, 

including review of appellate briefs, cases cited, preparation of questions for moot appellate 

arguments, and participation in moot appellate arguments.

F. Conflicts and Disclosure Issues9

21. Prior to the Eighth Interim Fee Period, LS&E’s time in this project 

category was attributable to work done in connection with its examination of the facts, 

consequences, and implications concerning potential conflict of interest issues regarding the 

9 Following LS&E’s filing of the McKinsey Report on February 18, 2019 [Docket. No. 5154], the Oversight Board 

requested that LS&E review and advise on various conflicts and disclosure issues related to the Oversight Board’ 

vendors. Accordingly, LS&E changed the name of this project category on its billing system from “McKinsey 

Report” to “Conflicts and Disclosure Issues.”

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Oversight Board’s retention of McKinsey & Company, Inc. Washington D.C. (“McKinsey”), 

including the circumstances surrounding McKinsey’s and its affiliates’ holdings of Puerto Rico 

public debt. As part of the investigation, LS&E reviewed McKinsey’s disclosure obligations 

under current law and pursuant to its contractual arrangements with the Oversight Board and 

prepared a 95-page written report (the “McKinsey Report”), detailing LS&E’s findings and 

conclusions and making recommendations regarding the Oversight Board’s practices and 

policies with respect to the disclosures that it requires of its vendors.10 Since the filing of the 

McKinsey Report, LS&E continued to provide advice to the Oversight Board related to the 

Oversight Board’s vendors, including vendor contracts and vendor conflict disclosures, up 

through and including March 15, 2022. Between the Eighth Interim Fee Period and the Fifteenth 

Interim Fee Period, LS&E spent the bulk of its time in this project category evaluating disclosure 

documentation, including a review of court and other filings regarding McKinsey disclosures and 

other issues, potential conflict issues, and proposed contractual changes of the Oversight Board’s 

vendors on a case by case basis, including numerous meetings, telephone calls, and email 

exchanges with the Oversight Board and certain of its vendors in connection with the foregoing.

The Application Should be Granted

22. Section 317 of PROMESA provides for compensation of professionals 

and incorporates the substantive standards of Section 316 of PROMESA to govern the Court’s 

award of such compensation. 48 U.S.C. § 2177. Section 316 provides that a court may award a 

professional employed under section 1103 of title 11 of the United States Code “reasonable 

compensation for actual, necessary services rendered . . . and reimbursement for actual, 

10 See Docket. No. 5154.

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necessary expenses.” Id. § 2176(a)(1) and (2). Section 316(c) sets forth criteria for the award of 

such compensation and reimbursement:

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—

(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 

restructuring 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 title or title 11, United States Code.

Id. § 2176(c). 

23. LS&E respectfully submits that the services for which it seeks 

compensation and the expenditures for which it seeks reimbursement in this Application were 

necessary and beneficial to the Oversight Board. In light of the nature, extent and value of such 

services, LS&E submits that the compensation requested herein is reasonable.

24. The compensation for LS&E’s services as requested is commensurate with 

the complexity, importance and nature of the problems, issues or tasks involved. The 

professional services were performed with expedition and in an efficient manner. In addition, 

the assignments given to LS&E by the Oversight Board and Proskauer required the attention of 

senior-level attorneys. 

25. In sum, the services rendered by LS&E were necessary and beneficial to 

the Oversight Board, were reasonable in light of the value of such services to the Oversight 

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Board and were performed with skill and expertise. Accordingly, LS&E submits that approval 

of the compensation for professional services and reimbursement of expenses requested in this 

Final Fee Application is warranted.

Location of Services Provided

26. All fees and services during the Compensation Period were rendered and 

incurred outside of Puerto Rico.

Statements Pursuant to Appendix B of the U.S. Trustee Guidelines

27. The following statements address information pursuant to Section C.5 of 

the U.S. Trustee Guidelines:

a. 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.

Answer: No. 

b. 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?

Answer: Given that LS&E’s services were performed on an ad hoc basis, 

the amount of time it billed in any given month or Compensation Period 

fluctuated substantially. Accordingly, and based on discussions with the 

Fee Examiner, LS&E is not subject to the budgeting requirement with 

respect to the work it performs on an ad hoc basis. 

c. Question: Have any of the professionals included in this fee application 

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

Answer: No.

d. 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.

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Answer: No. LS&E voluntarily reduced its time and fees billed in this 

Application relating to reviewing and revising time records or preparing, 

reviewing or revising invoices. These amounts were not separately 

calculated but are included in the voluntary reductions disclosed in each of 

the prior interim fee applications which are not reflected in the amounts 

sought therein. 

e. 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.

Answer: No. Any such time and fees related to reviewing and revising 

invoices to protect privileged or confidential information are included in 

the voluntary reductions referenced in the response to the question in 

paragraph 28(d) and are not separately calculated.

f. Question: If the fee application includes any rate increases in retention: 

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

(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?

Answer: This Application does not include any additional rate increases 

but incorporates hourly rate increases for LS&E’s timekeepers pursuant to 

the Notices of Hourly Rate Adjustment. Such rate increases were 

approved by the client pursuant to the terms of the Engagement Letter and 

LS&E was authorized by its client to increase the hourly rates for its 

timekeepers. Such rate adjustments are presumptively reasonable pursuant 

to the guidelines set forth in the Additional Presumptive Standards Order.

Notice

28. Notice of this Application has been provided to: (a) the United States 

Trustee for the District of Puerto Rico, (b) the Oversight Board and its counsel, (c) counsel to the 

AAFAF, (d) counsel to the Fee Examiner, (e) counsel to the Official Committee of Unsecured 

Creditors, (f) counsel to the Official Committee of Retirees, and (g) the Puerto Rico Department 

of Treasury. LS&E respectfully submits that no further notice of this Application should be 

required.

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No Prior Request

29. No prior interim fee application for the relief requested herein has been 

made to this or any other Court.

Conclusion

WHEREFORE, LS&E respectfully requests that the Court enter an order 

(a) approving the final allowance of $1,563,848.24 for compensation for professional services 

rendered during the Compensation Period, (b) approving the final allowance of $26,019.00 for 

compensation for professional services rendered since March 15, 2022, incurred by LS&E in 

connection with complying with PRRADA and drafting and filing the Fourteenth Interim Fee 

Application, the Fifteenth Interim Fee Application, and this Final Fee Application, (c) approving 

the reimbursement of LS&E’s out-of-pocket expenses incurred in connection with the rendering 

of such services during the Compensation Period in the amount of $7,014.97, (e) ratifying all 

prior payments made, and (f) granting such other and further relief as the Court deems just and 

proper.

Dated: White Plains, New York

January 26, 2023

Respectfully submitted,

/s/ Michael Luskin

Michael Luskin (admitted pro hac vice)

Lucia T. Chapman (admitted pro hac vice)

Stephan E. Hornung (admitted pro hac vice)

LUSKIN, STERN & EISLER LLP

50 Main Street

White Plains, New York 10606

Telephone: (212) 597-8200

Facsimile: (212) 597-8240

luskin@lsellp.com

chapman@lsellp.com

hornung@lsellp.com

Special Counsel to the Financial Oversight 

and Management Board for Puerto Rico

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EXHIBIT A

Certification of Michael Luskin in Support of the Application

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Estimated Hearing Date: March 15, 2023 at 9:30 a.m. AST

Objection Deadline: February 15, 2023 at 4:00 p.m. AST

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

PROMESA

Title III

No. 17-BK-03283 (LTS)

(Jointly Administered)

CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR 

PROFESSIONALS IN RESPECT OF FINAL APPLICATION OF

LUSKIN, STERN & EISLER LLP, AS SPECIAL COUNSEL TO THE FINANCIAL 

OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, 

FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES 

FOR THE PERIOD FROM MAY 3, 2017 THROUGH MARCH 15, 2022

I, Michael Luskin, hereby certify that:

1. I am an attorney admitted to practice before the United States District 

Court for the Southern District of New York and am admitted pro hac vice before this Court. 

I am a member of the law firm of Luskin, Stern & Eisler LLP (“LS&E” or “Applicant”), with 

offices located at 50 Main Street, White Plains, New York 10606. Applicant served as special 

counsel to the Financial Oversight and Management Board for Puerto Rico (the “Oversight 

Board”) as representative of the Debtors in the above-captioned title III cases pursuant to section 

1 The Debtors in these jointly-administered 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) Puerto Rico Sales Tax Financing Corporation 

(“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) 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); (iv) Puerto Rico Highways and Transportation Authority 

(“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) Last Four Digits of Federal Tax ID: 3808); and (v) Puerto Rico 

Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 

3747).

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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2

315(b) of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”).

2

 

I have personal knowledge of all of the facts set forth in this certification except as expressly 

stated herein.

2. In accordance with (a) Local Bankruptcy Rule 2016-1 (the “Local 

Guidelines”), (b) Appendix B of the United States Trustee Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330, 

effective as of November 1, 2013 (the “U.S. Trustee Guidelines”), and (c) the Third Amended

Order Setting Procedures for Interim Compensation and Reimbursement of Expenses of 

Professionals entered April 12, 2022 (as amended, the “Interim Compensation Order”), this

certification is made with respect to the Final Fee Application of LS&E, as special counsel to the 

Oversight Board, dated January 26, 2023(the “Application”),3 for compensation and 

reimbursement of expenses for the period of May 3, 2017 through and including March 15, 2022

(the “Compensation Period”).

3. With respect to section (a)(4) of the Local Guidelines, I certify that:

a) I have read the Application;

b) to the best of my knowledge, information, and belief, formed after 

reasonable inquiry, the compensation and reimbursement of 

expenses sought conforms with the Bankruptcy Code, the Federal 

Rules of Bankruptcy Procedure, the U.S. Trustee Guidelines and 

these Local Guidelines;

c) except to the extent that fees or disbursements are prohibited by 

the Local Guidelines, the compensation and reimbursement of 

expenses requested are billed at rates no less favorable to the 

Debtors than those customarily employed by LS&E and generally 

accepted by LS&E’s clients (with the exception of a small number 

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

3 Capitalized terms used but not defined herein have the meanings given to them in the Application.

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3

of high-volume clients who have negotiated reduced-fee 

agreements, see Application at Exhibit D); and

d) in providing a reimbursable service, LS&E does not make a profit 

on that service, whether the service is performed by LS&E inhouse or through a third party.

Dated: White Plains, New York

January 26, 2023

Respectfully submitted,

/s/ Michael Luskin

Michael Luskin (admitted pro hac vice)

LUSKIN, STERN & EISLER LLP

50 Main Street

White Plains, New York 10606

Telephone: (212) 597-8200

Facsimile: (212) 597-8240

luskin@lsellp.com

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EXHIBIT B

Summary of Hours Billed by Professionals and Paraprofessionals

for the Period from May 3, 2017 through March 15, 2022

Timekeeper Position and Year 

Admitted to Practice

Total Fees 

Billed

Total 

Hours 

Billed

Hourly 

Billing 

Rate

First 

Interim 

Application 

Hourly 

Billing 

Rate

Rate Increases Since 

Case Inception

Michael 

Luskin

Senior Partner 1978 $612,400.00 765.50 $800.00 $800.00 3

$108,192.00 128.80 $840.00

$43,312.50 49.50 $875.00

$34,110.00 37.90 $900.00

Total/ 

Blended 

Rate

$798,014.50 981.7 812.89

Richard 

Stern

Senior Partner 1980 $2,160.00 2.70 $800.00 $800.00 0

Stephan E. 

Hornung

Associate/

Junior Partner

2008 $29,083.00 45.80 $635.00 $635.00 5

$93,825.00 139.00 $675.00

$233,730.00 333.90 $700.00

$4,704.00 6.40 $735.00

$1,078.00 1.4 $770.00

$232.50 0.30 $775.00

Total/ 

Blended 

Rate

$362,652.50 526.80 $688.41

Lucia T. 

Chapman

Senior 

Associate

1984 $227,570.00 325.10 $700.00 $700.00 0

Genna D. 

Grossman

Junior Associate 2014 $1,102.00 2.90 $380.00 $380.00 0

Catherine D. 

Trieu

Paralegal N/A $141,550.50 555.10 $255.00 $255.00 2

$26,514.00 98.20 $270.00

$33,601.50 117.90 $285.00

Total/ 

Blended 

Rate

$201,660.00 771.2 $261.50

Kathleen 

Feeney

Paralegal N/A $1,224.00 4.8 $255.00 $255.00 0

ATTORNEY TOTAL $1,391,499.00 1,839.20 BLENDED RATE: $756.58

ALL TIMEKEEPER TOTAL $1,594,389.00 2,615.20 BLENDED RATE: $609.66

REDUCTIONS AND ADJUSTMENTS

ALL TIME KEEPER BLENDE RATE 

NET OF REDUCTIONS AND 

ADJUSTMENTS

 $598.16

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EXHIBIT C

Summary of Compensation by Matter for the Period

from May 3, 2017 through March 15, 2022

1 Following LS&E’s filing of the McKinsey Report on February 18, 2019 [Docket. No. 5154], the Oversight Board 

requested that LS&E review and advise on various conflicts and disclosure issues related to the Oversight Board’ 

vendors. LS&E has changed the name of this project category on its billing system from “McKinsey Report” to 

“Conflicts and Disclosure Issues.”

2 There is an unexplained discrepancy of $280.50 between the totals on Exhibit B and Exhibit C that we have been 

unable to reconcile due to a change in accounting software. The discrepancy does not affect the amount of 

compensation sought by LS&E in this Final Fee Application.

Project

Category

Total

Billed Hours

Total Fees

Requested ($)

Bankruptcy Litigation 600.60 $443,833.00

Fee Applications 591.40 $188,556.50

Peaje v. PRHTA 115.30 $87,913.50

AMBAC v. PRHTA 39.90 $31,377.00

Assured v. PRHTA 50.10 $38,735.00

Conflicts and Disclosure Issues1 1,217.90 $803,693.50

SUBTOTAL 2,615.2 $1,594,108.502

Less Reductions and 

Adjustments ($30,260.26)

TOTAL 2,615.2 $1,563,848.24

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EXHIBIT D

Summary of Blended Hourly Rates and Comparable Hourly Rates of Timekeepers1

Category of 

Timekeeper

Blended Hourly Rate

Billed in 

this Fee 

Applicati

on

Billed for 

2016

(excluding 

bankruptcy)

Billed for 

2016 

(excluding 

bankruptcy 

and legacy 

clients)

Billed for 

2017

(excluding 

bankruptcy)

Billed for 

2017 

(excluding 

bankruptcy 

and legacy 

clients)

Billed for 

2018

(excluding 

bankruptcy)

Billed for 

2018 

(excluding 

bankruptcy 

and legacy 

clients)

Billed for 

2019

(excluding 

bankruptcy)

Billed for 

2019 

(excluding 

bankruptcy 

and legacy 

clients)

Billed for 

2020

(excluding 

bankruptcy)

Billed for 

2020 

(excluding 

bankruptcy 

and legacy 

clients)

Billed for 

2021

(excluding 

bankruptcy)

Billed for 

2021 

(excluding 

bankruptcy 

and legacy 

clients)

Senior 

Partners

$812.89 $761.02 $778.43 $761.20 $776.12 $759.00 $759.93 $749.20 $753.43 $783.19 $867.56 $803.02 $849.58

Junior 

Partners

$770.88 $744.02 $751.51 $763.41 $770.85

Senior 

Associate

$692.67 $563.43 $617.31 $562.53 $620.94 $564.28 $577.79 $609.44 $752.00 $712.15 $753.67

Junior 

Associate

$380.00 $337.26 $342.90

Attorney 

Total

$756.58 $592.75 $601.07 $698.77 $740.90 $702.27 $742.06 $709.51 $752.00 $754.78 $780.82 $785.75 $803.93

Paralegals $261.46 $232.25 $240.00 $227.17 $232.95 $197.05 $183.90 $188.06 $239.22 $200.59 $263.85 $215.38 $271.08

All 

Timekeepers

$598.16 $523.05 $532.35 $587.01 $617.11 $611.92 $639.04 $590.30 $626.09 $698.27 $745.07 $707.24 $752.74

1 Due to a change in accounting software, LS&E is unable to accurately run a blended rate for all non-bankruptcy matters during the Compensation Period. This 

chart reflects the blended hourly rate for each year during the Compensation Period. The difference in rates charged in this case versus other non-bankruptcy 

cases is attributable to two factors. First, LS&E has long-standing rate schedule agreements with a small number of clients that have negotiated fixed “legacy” 

rates based on the significant volume of services LS&E provides to such clients which are below its customary rates. We have included a column, which reflects 

the firm’s blended hourly rates without including the hours worked for legacy clients for each calendar year. Second, until August 31, 2022, LS&E was a small 

firm consisting of nine attorneys (six partners, one senior associate, one mid-level associate and one junior associate). Staffing allocations can have a 

disproportionate and misleading impact on LS&E’s blended hourly rates across a small sample size, since substantially all of the legal work performed during 

this time period was performed by team of one Senior Partner and two Senior Associates.

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EXHIBIT E

Summary of Reimbursable Expenses Incurred

for the Period May 3, 2017 through March 15, 2022

Reimbursable Expenses Amounts ($)

Conference Call Service $501.69

Copying Charges – In House $336.10

Court Document Retrieval $635.10

Federal Express $1,400.92

Online Research $521.28

Other $672.00

Meals $228.45

Messenger Service $37.00

Non-Local Transportation $1,229.15

Taxi and Local Transportation $137.59

SUBTOTAL $7,246.25

LESS AGREED REDUCTIONS $231.28

TOTAL $7,014.97

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EXHIBIT F

Summary of Fees Incurred

for the Period March 16, 2022, through July 31, 2022

Bankruptcy Litigation

Timekeeper Position and 

Year Admitted 

to Practice

Total 

Billed Hours

Total Fees 

Requested ($)

Michael 

Luskin 

Senior 

Partner

1978 4.1 $3,690.00 

Stephan E. 

Hornung 

Junior 

Partner

2008 5.1 $3,952.50 

Catherine D. 

Trieu

Paralegal N/A 44.9 $12,796.50 

Bankruptcy Litigation Total 54.1 $20,439.00 

Fee Applications

Timekeeper Position and 

Year Admitted 

to Practice

Total 

Billed Hours

Total Fees

Requested ($)

Michael 

Luskin 

Senior 

Partner

1978 .5 $450.00 

Catherine D. 

Trieu

Paralegal N/A 18 $5,130.00 

Fee Applications Total 18.5 $5,580.00 

ALL MATTERS TOTAL 72.6 $26,019.00 

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