Hearing Date: December 6, 2023, at 9:30 AM (AST) 

 Objection Deadline: August 10, 2023, at 4:00 PM (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) 

FINAL FEE APPLICATION OF GENOVESE JOBLOVE & BATTISTA, P.A., AS 

SPECIAL LITIGATION COUNSEL TO THE OFFICIAL COMMITTEE OF 

UNSECURED CREDITORS, FOR SERVICES RENDERED AND REIMBURSEMENT 

OF EXPENSES FOR THE PERIOD FROM APRIL 19, 2019 - DECEMBER 31, 2022 

All Fees and Services included in this Final Application were performed outside of Puerto Rico 

Name of applicant: Genovese Joblove & Battista, P.A. (“GJB”) 

Authorized to provide professional 

services to: 

Official Committee of Unsecured Creditors of all 

Title III Debtors (other than PBA and COFINA)(the 

“Committee”)2

Petition Date: May 3, 20173

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. 

3

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

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 Date of retention: May 31, 2019, effective as of April 16, 2019 

 [Docket No. 7181] 

 Period for which compensation 

and reimbursement are sought:

 April 19, 2019 – December 31, 2022 

 (the “Application Period”) 

 Amount of final compensation 

 sought as actual, reasonable, and 

 necessary: 

 $5,149,075.56 

 Amount of final expense 

 reimbursement sought as actual, 

 reasonable, and necessary: 

 $263,214.26 

Blended Hourly Rate for all 

timekeepers: $344.37

SUMMARY OF PRIOR INTERIM 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. 

07/15/19 

ECF No. 7994 

First IFP 

April 19, 2019- 

May 31, 2019

$519,558.60 $3,848.56 10/29/19 ECF No. 9046 

11/15/19 

ECF No. 9213 

Second IFP 

June 1, 2019- 

Sept. 30, 2019

$1,339,434.84 $43,602.27 06/01/20 ECF No. 13296

03/15/20 

ECF No. 12409 

Third IFP 

October 1, 2019- 

January 31,2020

$1,171,905.89 $33,296.95 07/24/20 ECF No. 13824 

11/16/20 

ECF No. 15142 

Fourth IFP 

February 1,2020 

-August 31,2020

$887,215.80 $54,671.58 03/08/21 ECF No. 15971 

03/15/21 

ECF No. 16068 

Fifth IFP 

Sept. 1, 2020 – 

Jan. 31, 2021

$393,780.03 $28,860.55 08/03/21 ECF No. 17646 

07/15/21 

ECF No. 17365 

Sixth IFP 

Feb. 1, 2021-

May 30, 2021

$260,272.72 $35,727.69 10/04/21 ECF No. 18371 

11/15/21 

ECF No. 19219 

Seventh IFP 

June 1, 2021 – 

Sept. 30, 2021

$163,364.88 $30,614.97 03/18/22 ECF No. 20412 

08/31/22 

ECF No. 21992 

Eighth IFP 

Oct. 1, 2021 – 

Dec. 31, 2021

$278,543.20 $19,344.38 10/28/22 ECF No. 22727 

11/15/2022 Ninth IFP $117,740.40 $11,383.83 01/27/23 ECF No. 23408 

Title III was May 5, 2017. The petition date for ERS and HTA under Title III was May 21, 2017. The Petition Date 

for PREPA under Title III was July 2, 2017. 

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ECF No. 22880 January 1, 2022 

– July 31, 2022

03/13/2023 

ECF No. 23797 

Final4

August 1, 2022 – 

Dec. 31, 2022 

$17,259.20 $1,863.48 n/a n/a 

 

Total fees and expenses approved by interim orders to date: $5,149,075.56 $263,214.26 

 

4

 On March 13, 2023, GJB filed its Final Application of Genovese, Joblove & Battista, P.A. as Special Litigation 

Counsel to Official Committee of Unsecured Creditors for Allowance of Compensation and Reimbursement of 

Expenses for the Period from August 1, 2022 through December 31, 2022 [ECF No. 23797], which was treated as an 

interim application. 

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 Hearing Date: December 6, 2023, at 9:30 AM (AST) 

 Objection Deadline: August 10, 2023, at 4:00 PM (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.5

_____________________________________________/ 

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

FINAL FEE APPLICATION OF GENOVESE JOBLOVE & BATTISTA, P.A., AS 

SPECIAL LITIGATION COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS, FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

FOR THE PERIOD FROM APRIL 19, 2019 - DECEMBER 31, 2022 

To The Honorable United States District Judge Laura Taylor Swain: 

Genovese Joblove & Battista, P.A. (“GJB”), as former special litigation counsel to the 

Official Committee of Unsecured Creditors (the “Committee”), in the above-captioned Title III 

cases (the “Title III Cases”)6 pursuant to section 315(b) of the Puerto Rico Oversight, Management 

and Economic Stability Act (“PROMESA”), hereby submits its final application (the “Final Fee 

5 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). 

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

COFINA.

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Application” or “Application”) pursuant to PROMESA sections 316 and 317, Rule 2016 of the 

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), 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 

and Final Compensation and Reimbursement of Expenses of Professionals entered by this Court 

on April 12, 2022 [Docket No. 20546] (the “Interim and Final Compensation Order”), seeking 

entry of a an order allowing and ratifying all prior fee and expense requests during the period 

commencing April 19, 2019 through and including December 31, 2022 (the “Final Fee Application 

Period”). In support of this Application, GJB respectfully states the following: 

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 herein are 

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

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

Interim and Final Compensation Order. 

BACKGROUND 

3. On April 30, 2019, the Committee filed the Application for Order, Pursuant to 

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

and Retention of Genovese, Joblove & Battista, P.A. as Special Litigation Counsel to Official 

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Committee Of Unsecured Creditors, Effective as of April 16, 2019 (the “Application”) [Case No. 

17-3283, Doc #6661](the “GJB Employment Application”). 

4. On May 31, 2019, the Court entered the Order Authorizing Employment of 

Genovese, Joblove & Battista, P.A., As Special Litigation Counsel to the Official Committee of 

Unsecured Creditors, Pursuant to Bankruptcy Code Section 1103(A) and Local Rule 2014-1(E ), 

Effective As of April 16, 2019 [Doc # 7181] (the “Retention Order”). 

5. The retention of a special litigation counsel was necessary and appropriate because 

the Committee’s primary counsel, Paul Hastings, LLP (“Paul Hastings”) represents certain of the 

Financial Party Targets (or their affiliates) in matters unrelated to the Title III Cases. 

6. As set forth in the Engagement Agreement dated April 30, 2019, GJB was retained 

by and authorized to represent the Committee as special litigation counsel and assist the Committee 

and the Special Claims Committee regarding investigation and pursuit of potential claims against 

certain Financial Party Targets. 

7. The Retention Order authorized GJB 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 

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

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

Debtors’ payment of GJB’s allowed fees and expenses. 

8. On February 15, 2022, former GJB attorneys John Arrastia (“J. Arrastia”), Jesus 

Suarez (“J. Suarez”) and Angelo Castaldi (“A. Castaldi”) formed the law firm, Continental, PLLC 

(“Continental”) and took over representation of the Committee as special litigation counsel for the 

Committee. In connection with the foregoing, Arrastia, Suarez and Castaldi filed Notices of 

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Appearance and Request for Notices and Papers [D.E. 20136]. 

9. On February 28, 2022, Continental filed their Informative Motion Regarding 

Change of Firm and Address, and Proposed Substitution of Counsel [Docket No. 20225]. As a 

result of the foregoing, GJB ceased any further representation of the Committee as of February 15, 

2022 and is no longer is representing any party in these proceedings and thereby submits its Final 

Fee Application. 

REQUESTED FEES AND REIMBURSEMENT OF EXPENSES

10. By this Application, GJB seeks an order authorizing (a) allowance of final 

compensation for professional services rendered to the Committee during the Application Period 

in the aggregate amount of $5,149,075.56 which represents the total fees approved by interim 

orders to date and (b) allowance of reimbursement of actual and necessary expenses incurred by 

GJB in the aggregate amount of $263,214.26. These amounts were for legal services provided to 

the Committee in connection with the Commonwealth Title III case. 

11. The Application has been prepared in accordance with the Guidelines and the 

Interim and Final Compensation Order. Attached hereto as Exhibit “A” is the Certification of 

Mariaelena Gayo-Guitian regarding compliance with the Local Guidelines. 

12. During the Application Period, GJB attorneys and paraprofessionals expended a 

total of 14,952.20 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. 

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

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

totaling $1,317,887.95. For details regarding the waived fees, please see the Gayo-Guitian 

Declaration filed concurrently. 

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14. As noted herein, by this Final Fee Application, GJB seeks final approval, and final 

allowance and payment of all fees and expenses incurred for services rendered during the 

Application Period and of all previously requested compensation (including all paid amounts and 

holdbacks). 

15. There is no agreement or understanding between GJB and any other person other 

than the attorneys, employees, and staff of GJB, for the sharing of compensation to be received for 

services rendered in these cases. 

16. GJB maintains computerized records, in the form of monthly statements, of the time 

spent by all GJB’s attorneys and paraprofessionals in connection with its representation of the 

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

17. The fees charged by GJB in the Title III Case are billed in accordance with its 

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

for the services rendered by its professionals and paraprofessionals in the Title III Case are 

comparable to the rates GJB charges for professional and paraprofessional services rendered in 

comparable non-bankruptcy related matters. 

18. GJB’s rates are set at a level designed to fairly compensate GJB for the work of its 

attorneys and paraprofessionals to cover fixed and routine overhead expenses. GJB 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, GJB set its rates for 

attorneys and paraprofessionals both in the restructuring group and related litigation groups within 

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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, GJB’s endeavors to set the hourly rates for its attorneys and paraprofessionals 

at levels comparable to those of its principal competitor firms. 

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

every year GJB 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. 

20. GJB’s professional services during the Application Period required an aggregate 

expenditure of 14,952.20 hours recorded hours by GJB’s attorneys and paraprofessionals. During 

the Application Period, GJB’s billing rates for attorneys rendering services in this matter ranged 

from $305.00 to $765.00 per hour. As a courtesy to the Committee, no rate increases were made 

in January 2022 for the incoming year. 

21. 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 Application, or GJB has for any other reason not sought compensation or 

reimbursement with respect to such services or expenses, GJB reserves the right to request 

additional compensation for such services, and reimbursement of such expenses, in a supplemental 

or future application. 

22. 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- Declaration of Mariaelena Gayo-Guitian. 

 Exhibit B- contains a summary of fees and hours billed by 

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professional during the Final Fee Application Period. 

 Exhibit C contains a summary of fees and hours billed by matter 

during the Final Fee Application Period. 

 Exhibit D contains a summary of expenses incurred by category 

during the Final Fee Application Period. 

 Exhibit E contains a budget plan with a comparative analysis of 

budgeted and actual fees during the Final Fee Application Period. 

SUMMARY OF SERVICES PERFORMED 

23. A description of the professional services rendered by GJB during the Application 

Period are broken down by project category on Exhibit C and detailed in the previously filed 

interim fee applications (the “Interim Fee Applications”) which, for the sake of brevity, are 

incorporated by reference. The previously filed Interim Fee Applications contain detailed time 

entries describing the time spent by each professional and paraprofessional during the Final Fee 

Application Period. 

24. Other than with respect to those Monthly Fee Statements, and any relationships 

previously disclosed in our retention papers and/or related supplemental disclosures, no payments 

have been made to GJB, and GJB has received no promises of payment from any source for 

services rendered or to be rendered in any capacity whatsoever in connection with the Title III 

matters covered during the Compensation Period and addressed by this Application. There is no 

agreement or understanding between GJB and any other person, other than the members of GJB, 

for the sharing of compensation to be received for services rendered in these cases. 

25. GJB respectfully submits that the services for which it seeks compensation in this 

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, GJB’s charges 

for professional services performed and expenses incurred are reasonable under applicable 

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standards. 

26. As described in the Engagement Agreement dated April 30, 2019, GJB provided 

services related to the investigation and pursuit of potential claims against certain Financial Party 

Targets. GJB immediately upon its retention GJB started assisting the Committee with respect to 

the Committee’s motion to pursue certain causes of action on behalf of the Commonwealth, filed 

with the court on April 17, 2019 [Docket No. 6325] (the “926 Motion”), including the reply in 

further support of the 926 Motion, filed with the court on April 22, 2019 [Docket No. 6458]. 

Additionally, GJB evaluated and analyzed certain potential causes of actions against the Financial 

Party Targets in order to file the Co-Plaintiff Adversary Proceedings against such Financial Party 

Targets on or before the Commonwealth’s statute of limitation deadline or after expiration or 

termination of the Tolling Agreements with respect to such Financial Party Targets. These tasks 

required a great deal of work in a very short period of time due to the impending statute of 

limitations deadline of May 2, 2019. 

27. For ease of reference and transparency purposes, GJB created several matter 

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

the reports: 

Matter ID Matter Name

001 Official Committee of Unsecured Creditors 

002 PREPA Adversary Litigation 

003 ERS Adversary Litigation 

004 HTA Adversary Litigation 

005 Kobre & Kim Investigation Report Database 

Review 

28. During the Application Period, GJB reviewed and developed general case strategy 

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

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Paul Hastings and Brown Rudnick. 

29. Specifically, GJB periodically monitored the docket and reviewed and analyzed 

pleadings and filings in the case pertaining to those matters that impacted the Co-Plaintiff 

Adversary litigation against the various underwriters and Financial Party Targets, Garden-Variety 

Avoidance Actions and challenge of liens asserted by certain holders of GO Bonds. GJB reviewed 

and analyzed, pleadings to prepare the factual allegations and relevant legal theories in connection 

with the filing of the various adversary proceedings. For example, GJB reviewed the docket and 

filings related to the GO Bonds objection, among others. Additionally, GJB reviewed various 

pleadings related to the Plan proposed by the Oversight Board for the restructuring of the 

Commonwealth of Puerto Rico and its potential impact on the Co-Plaintiff Adversary litigation. 

Further, GJB reviewed relevant pleadings in the Title III cases, as well as, all related adversary 

proceedings. 

30. In connection with the foregoing, GJB 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 pending litigation matters 

being handled by GJB. 

31. During the Application Period, GJB reviewed various pleadings related to the 

PREPA 9019 Motion and Plan Terms proposed by the Oversight Board for the restructuring of the 

Commonwealth of Puerto Rico and its potential impact on the pending Co-Plaintiff Adversary 

litigation. In an effort to minimize duplication, GJB coordinated with Brown Rudnick regarding 

applicable theories and potential litigation targets. GJB reviewed issues and decisions regarding 

the ERS bond. GJB reviewed and analyzed ERS draft complaint in connection with the ERS bond 

avoidance; reviewed motions regarding joint consideration of ERS claims; revised and redlined 

ERS draft complaint; reviewed and analyzed revised ERS bondholder chart; conferred with local 

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counsel, Juan Casillas, regarding ERS complaint; and reviewed order on briefing schedule 

regarding ERS bonds. GJB assisted in the filing and prosecution of the various adversary 

proceedings filed as a result of the investigations performed in collaboration with Brown Rudnick. 

32. During the Application Period, GJB attorneys spent time on analyzing potential 

claims for avoidance, including preferential transfers and fraudulent transfers with respect to 

limited “garden-variety” avoidance actions [Adv. Proc. Nos. 19-267, 19-275-279] and conferred 

with Paul Hastings and the Committee regarding litigation strategy and legal research on certain 

potential preference and recovery actions. Specifically, GJB reviewed and analyzed potential 

main case litigation concerning matters where Paul Hastings identified conflicts with parties that 

were potentially adverse to the Committee including main case issues as claims objections. 

33. A substantial portion of the GJB’s work during the Application Period was devoted 

to the investigation and participation in the joint prosecution of causes of action together with the 

Oversight Board/Special Claims Committee which resulted in the filing of 27 separate adversary 

proceedings seeking to (i) recover fraudulent transfers made on account of GO Bonds that were 

not validly issues [Adv. Proc. No. 19-281, Adv. Proc. No. 19-282, Adv. Proc. No. 19-283, Adv. 

Proc. No. 19-284, Adv. Proc. No. 19-285, Adv. Proc. No. 19-286, Adv. Proc. No. 19-287, and 

Adv. Proc. No. 19-288]; (ii) challenging liens asserted by certain holders of GO bonds [Adv. Proc. 

No. 19-291, Adv. Proc. No. 19-292, Adv. Proc. No. 19-293, Adv. Proc. No. 19-294, Adv. Proc. 

No. 19-295, Adv. Proc. No. 19-296, and Adv. Proc. No. 19-297]; (iii) recover fraudulent transfers 

made on account of ERS bonds that were not validly issued [Adv. Proc. No. 19-355, Adv. Proc. 

No. 19-356, Adv. Proc. No. 19-357, Adv. Proc. No. 19-358, Adv. Proc. No. 19-359, Adv. Proc. 

No. 19-360, and Adv. Proc. No. 19-361]; and (iv) proceedings challenging liens asserted by certain 

holders of HTA bonds [Adv. Proc. No. 19-362, Adv. Proc. No. 19-363, Adv. Proc. No. 19-364, 

and Adv. Proc. No. 19-365]. Additionally, GJB represented the Committee with respect to two 

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separate adversary proceedings against: (a) numerous underwriters and other financial target 

parties involved in the issuance of Commonwealth bonds [Adv. Proc. No. 19-280]; and (b) the 

claims of PREPA against fuel oil suppliers and laboratories [Adv. Pro. No. 19-00388-LTS]. 

34. GJB spent considerable time reviewing and filing of those adversary proceedings 

seeking declarations on the scope of the liens purportedly securing the ERS bonds [Adv. Proc. No. 

19-366 and Adv. Proc. No. 19-367]. 

35. During the Application Period, GJB reviewed and analyzed the plan of adjustment 

filed by the Commonwealth and various restructuring financial analysis prepared in connection 

therewith and its impact on pending litigation. GJB’s role in this category was limited to instances, 

if any, where Paul Hastings may have had a conflict or where GJB needed to familiarize itself with 

matters that may impact on the pending Co-Plaintiff Adversary litigation where GJB is serving as 

conflicts counsel to the Committee. 

36. During the Application Period, GJB conducted legal research and analysis with 

respect to the Debtors’ potential avoidance actions against third parties by reviewing the Kobre & 

Kim report database in view of the Committee’s fiduciary obligation to review the Debtors’ 

prepetition conduct. GJB conducted legal research and analysis with respect to the Debtors’ 

potential avoidance actions against third parties pursuant to the findings identified in the report 

related to financial target claims and potential litigation targets. 

REQUESTED COMPENSATION SHOULD BE ALLOWED

37. 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). 

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

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(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. 

38. In the instant case, GJB respectfully submits that the services for which it seeks 

compensation in this 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 

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nature, extent, and value of such services to the Committee, the Debtors, and all parties in interest. 

39. 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, GJB sought to minimize the costs of GJB’s services to the Committee 

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

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

the work in order to minimize the costs of intra-GJB communication and education about the Title 

III Cases. As demonstrated by this Application, GJB spent its time economically and without 

unnecessary duplication. Accordingly, approval of the compensation sought herein is warranted. 

STATEMENTS PURSUANT TO APPENDIX B OF THE U.S. TRUSTEE GUIDELIENS 

 40. The following statements address information pursuant to Section C.5 of the U.S. 

Trustee Guidelines: 

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? 

Response: Yes. As a courtesy to the Committee and based on circumstances 

unique to the Title III Case, during the Application Period, GJB 

agreed to a voluntary reduction of its fees by an amount equal to 20% 

of the total fees sought to be paid, which reduction totals 

$1,317,887.95. 

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

budgeted for the Application Period are higher by 10% or more, did 

you discuss the reasons for the variation with the client? 

Response: The fees were below the budgeted amount, therefore the request is 

not applicable. 

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

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

Response: No.

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

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

(This is limited to work involved in preparing and editing billing 

records that would not be compensable outside of bankruptcy and 

does not include reasonable fees for preparing a fee application.) If 

so, please quantify by hours and fees. 

Response: No. 

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

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

please quantify by hours and fees. 

Response: No. 

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

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

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

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

agree to modified rates or terms in order to have you continue the 

representation consistent with ABA Formal Ethics Opinion 11-458? 

Response: No rate increases have occurred since the retention date. 

CONCLUSION 

WHEREFORE, GJB respectfully requests entry of an order, (a) approving the final 

allowance of $5,149,075.56 for professional services rendered and reimbursement of actual and 

necessary expenses incurred in the amount of $263,214.26 for the Final Fee Application Period, 

(b) ratifying all prior payments made; and (c) granting such other and further relief as the Court 

deems just and proper. 

Dated: July 21, 2023.

 /s/ Mariaelena Gayo-Guitian 

GENOVESE JOBLOVE & BATTISTA, P.A. 

John H. Genovese, Esq. (Pro Hac Vice) 

Mariaelena Gayo-Guitian, Esq. (Pro Hac Vice)

100 SE 2nd Street, Suite 4400 

Miami, FL 33131 

Telephone: (305) 349-2300 

jgenovese@gjb-law.com

mguitian@gjb-law.com

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EXHIBIT A 

Declaration of Mariaelena Gayo-Guitian 

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re: 

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) 

DECLARATION OF MARIAELENA GAYO-GUITIAN, ESQ. IN SUPPORT OF FINAL 

FEE APPLICATION OF GENOVESE JOBLOVE & BATTISTA, P.A., AS SPECIAL 

LITIGATION COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS, FOR SERVICES RENDEREDAND REIMBURSEMENT OF EXPENSES 

FOR PERIOD FROM APRIL 19, 2019 – DECEMBER 31, 2022 

I, Mariaelena Gayo-Guitian certify that the following is true to the best of my knowledge 

information, and belief: 

1. I was an attorney and partner at Genovese Joblove & Battista, P.A. (“GJB”) through 

December 31, 2022, with four offices in Florida located at 100 SE 2nd Street, Suite 4400, Miami, 

FL 33131 (“Miami”); 200 East Broward Blvd, Suite 1110, Fort Lauderdale, FL 33301 (“Ft. 

Lauderdale”), and 100 N. Tampa Street, Suite 2600, Tampa, FL (“Tampa”). GJB also had an 

affiliate office in Caracas Venezuela located at Av. Francisco de Miranda, Torre Provincial "A" 

piso 8 oficina 81 y 82 1060 Caracas, Venezuela. 

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). 

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2. I am admitted to practice law in the state of Florida. By order dated April 16, 2019, 

I was admitted to appear Pro Hac Vice in the Debtors Title III Cases [Docket No. 6330]. 

3. I am duly authorized to make this Declaration on behalf of GJB. The facts set forth 

in this Declaration are based upon my personal knowledge, my discussions with other GJB 

attorneys, and the review of GJB’s client/matter records by me or other GJB attorneys acting under 

my supervision and direction. 

4. 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 (the “Third 

Interim Compensation Order”), this Declaration is made with respect to the Final Application of 

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

Unsecured Creditors, for Services Rendered and Reimbursement of Expenses for the Period from 

April 19, 2019 – December 31, 2022 (the “Application”).2 

5. Pursuant to section (a)(4) of the Local Guidelines, I hereby certify that I have read 

the Application and, to the best of my knowledge, information, and belief, formed after reasonable 

inquiry, (a) the compensation and reimbursement of expenses sought in the Application conforms 

with the Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines, and the Local 

Rules, (b) the compensation and reimbursement of expenses are billed at rates no less favorable to 

the Debtors than those customarily employed by GJB generally (taking into consideration that GJB 

employs a variety of fee arrangements with its clients, including hourly fees, contingency fees and 

2 Capitalized terms used herein shall have the same meanings given to them in the Application.

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hybrid fees involving reduced hourly rates and reduced contingency fee percentages) and billed in 

accordance with the Engagement Letter and Retention Order; and (c) in providing a reimbursable 

services, GJB does not make a profit on that service, whether the service is performed by GJB inhouse or through a third party. 

6. In accordance with the Engagement Letter and Retention Order, GJB agreed to a 

voluntary fee reduction equal to 20%, which results in a reduction in fees in the amount of 

$1,317,887.95 in the Application. GJB seeks allowance of all of its fees incurred during the 

Application Period in the net amount of $5,149,075.56, to the extent such amount has not been 

paid before the hearing scheduled on this Application. 

7. I declare under penalty of perjury that, to the best of my knowledge and after 

reasonable inquiry, the foregoing is true and correct. 

Executed this 21st day of July, 2023. 

 

/s/ Mariaelena Gayo-Guitian

 Mariaelena Gayo-Guitian, Esq.

 GENOVESE JOBLOVE & BATTISTA, P.A. 

Mariaelena Gayo-Guitian, Esq. (Pro Hac Vice) 

 100 SE 2nd Street, Suite 4400 

 Miami, FL 33131 

 Telephone: (305) 349-2300 

 mguitian@gjb-law.com

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EXHIBIT B 

SUMMARY OF TIMEKEEPERS INCLUDED IN THIS APPLICATION

Professional Title Total Hours Actual Fees Billed Blended Rate 

Arrastia, John Partner 2,604.40 $1,465,790.00 $562.81 

Day, Allison Partner 51.10 $31,937.50 $625.00 

Elgidely, Robert Partner 34.60 $21,279.00 $615.00 

Friedman, Michael Partner 378.00 $203,197.50 $537.56 

Garno, Gregory Partner 15.70 $8,599.50 $547.74 

Gayo-Guitian, Mariaelena Partner 706.90 $392,265.00 $554.91 

Genovese, John Partner 1,412.50 $1,069,852.50 $757.42 

Gonzalez, Alfredo Partner 600.80 $339,452.00 $565.00 

Harmon, Heather Partner 20.60 $11,845.00 $575.00 

Jacobs, Eric Partner 54.90 $25,982.50 $473.27 

Suarez, Jesus Partner 1,716.80 $852,700.00 $496.68 

PARTNER TOTAL 7,596.30 $4,422,900.50 $582.24 

Halsey, Brett Of Counsel 45.10 $20,295.00 $450.00 

Perdomo, Rose Of Counsel 14.00 $4,200.00 $300.00 

OF COUNSEL TOTAL 59.10 $24,495.00 $414.47 

Bado, Jean-Pierre Associate 1,389.60 $519,600.00 $373.92 

Bean, Benjamin Associate 25.40 $8,890.00 $350.00 

Castaldi, Angelo Associate 1,721.00 $642,425.73 $373.29 

Delgado, Joyce Associate 648.40 $203,143.50 $313.30 

Fernandez-Barquin, Juan Associate 185.70 $86,350.00 $465.00 

Jacobs, Eric Associate 17.90 $8,502.50 $475.00 

Kalbac, Patrick Associate 8.10 $2,511.00 $310.00 

Perez, Anthony Associate 67.30 $19,180.50 $285.00 

Rosner, Jeremy Associate 18.40 $5,612.00 $305.00 

Sadovnic, Irina Associate 379.80 $121,310.00 $319.40 

ASSOCIATE TOTAL 4,461.60 $1,617,525.23 $362.54 

Esser/Scavone, Carolyn Paralegal 96.60 $14,490.00 $150.00 

Garcia-Montes , Tricia Paralegal 28.70 $3,396.00 $118.33 

Hopkins, Colleen Paralegal 154.50 $29,835.00 $193.11 

Lambdin, Vonda Paralegal 5.00 $750.00 $150.00 

Sardina, Jessey Paralegal 161.30 $11,850.00 $73.47 

Siff, Steve Paralegal 1,553.20 $301,762.50 $194.28 

Traina, Brooke Paralegal 2.30 $312.00 $135.65 

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Zamora, Johanna Paralegal 833.60 $162,123.00 $194.49 

PARALEGAL TOTAL 2,835.20 $524,518.50 $185.00 

TOTAL 14,952.20 $6,589,439.23 

FEE DISCOUNT 20% (1,317,887.95) 

FEE REDUCTIONS (122,475.72) 

TOTAL $5,149,075.56 

BLENDED HOURLY RATE $344.37 

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EXHIBIT C

COMPENSATION BY TASK CODE/CATEGORY 

Official Committee of Unsecured Creditors of Commonwealth of PR 

 (Matter ID 001) 

U.S. Trustee Task Code and Project Category Hours Billed Fees Sought

B110 – Case Administration 459.20 $118,696.50

B113 – Pleadings Review 1,974.55 $482,894.75

B150 – Meetings of Creditors 73.40 $41,628.00

B155 – Court Hearings 97.70 $51,715.50

B160 – Fee/Employment Applications 727.70 $299,468.50

B161 - Budgeting 104.20 $61,899.00

B165 – Fee/Employment Other Professionals 25.30 $13,694.00

B170 – Fee/Employment Objections 22.80 $12,472.50

B180 – Avoidance Action Analysis 1,018.10 $522,023.50

B181 – Preference Analysis and Recovery Actions 13.70 $7,459.50

B190 – Other Contested Matters 318.90 $159,234.50

B191 – General Litigation 5,763.55 $2,800,150.98

B195 – Non-Working Travel 114.50 $32,095.00

B210 – Business Operations 18.10 $9,365.00

B211 – Financial Reports (Monthly Operating Reports) 2.30 $345.00

B260 – Meetings of and Communications with Board 15.50 $8,500.00

B310 – Claims Administration and Objections 0.60 $345.00

B320 – Plan and Disclosure Statement 155.50 $85,449.50

B420 - Restructurings 2.60 $1,495.00

TOTAL 10,908.20 $4,708,931.73

PREPA 

 (Matter ID 002) 

U.S. Trustee Task Code and Project Category Hours Billed Fees Sought

B110 – Case Administration 51.10 $14,429.50

B113 – Pleadings Review 4.70 $2,246.50

B120 – Asset Analysis and Recovery 0.50 $275.00

B150 – Meetings of Creditors 24.30 $13,212.50

B155 – Court Hearings 2.50 $1,437.50

B160 – Fee/Employment Applications 3.20 $1,840.00

B161 - Budgeting 6.10 $3,507.50

B165 – Fee-Employment Other Professionals 1.10 $841.50

B190 – Other Contested Matters 373.70 $199,535.50

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B191 – General Litigation 2,829.90 $1,331,425.00

B195 – Non-Working Travel 31.20 $8,970.00

B210 – Business Operations 0.30 $172.50

B260 – Meetings of and Communications with Board 9.30 $5,192.50

B320 – Plan and Disclosure Statement 0.80 $460.00

TOTAL 3,338.70 $1,583,545.50

ERS 

 (Matter ID 003) 

U.S. Trustee Task Code and Project Category Hours Billed Fees Sought

B110 – Case Administration 48.80 $9,517.50

B113 – Pleadings Review 0.40 $230.00

B129 – Fee Employment Applications 0.80 $460.00

B150 – Meetings of Creditors 0.20 $115.00

B165 – Fee/Employment Other Professionals 0.10 $57.50

B180 – Avoidance Action Analysis 29.20 $17,085.00

B190 – Other Contested Matters 9.60 $3,746.00

B191 – General Litigation 438.70 $181,582.00

B260 – Meetings of and Communications with Board 0.80 $400.00

B320 – Plan and Disclosure Statement 0.20 $115.00

TOTAL 528.80 $213,308.00

HTA 

 (Matter ID 004) 

U.S. Trustee Task Code and Project Category Hours Billed Fees Sought

B110 – Case Administration 3.10 $832.50

B113 – Pleadings Review 0.50 $287.50

B129 – Fee/Employment Applications 0.50 $287.50

B180 – Avoidance Action Analysis 41.80 $25,847.50

B191 – General Litigation 26.30 $10,061.50

TOTAL 72.20 $37,316.50

Kobre & Kim Report 

 (Matter ID 005)

U.S. Trustee Task Code and Project Category Hours Billed Fees Sought

B191 – General Litigation 104.30 $46,337.50

TOTAL 104.30 $46,337.50

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EXHIBIT D

SUMMARY OF EXPENSE REIMBURSEMENTS REQUESTED BY CATEGORY

Category Amount

Travel Expenses – Airfare $10,987.26 

Travel Expenses – Lodging $6,767.08 

Travel Expenses - Taxi / Ground Transportation $1,001.31 

Travel Expenses – Parking $302.00 

Meals (while working on Committee matters) $877.00 

Court call $190.00 

Long Distance Phone Calls $0.00 

Process Service Fee $125.00 

Messenger $0.00 

Computer Search $10,897.50 

Articles and Publications $0.00 

Court Reporting Services $0.00 

In-house Black and White Reproduction Charges $9,192.30 

Outside Photocopies $9.96 

Outside Professional Services $0.00 

Postage/Express Mail $1,029.91 

Data Management/Web Hosting $227,275.03 

Miscellaneous- Translation / Interpreting Service $10,204.60 

SUBTOTAL $278,858.95 

EXPENSE REDUCTION (15,644.69) 

TOTAL EXPENSES $263,214.26 

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EXHIBIT E 

BUDGET ANALYSIS 

Interim 

No. 

Compensation 

Period 

Interim Fees 

Requested 

Budget Period Budgeted Fees Variance Variance 

Percentage 

1 4/19/19 - 5/31/19 $519,558.60 N/A N/A N/A N/A 

2 6/1/19 - 9/30/19 $1,339,434.84 7/1/19-9/30/19 $1,341,941.62 (2,506.78) -0.19%

3 10/1/19 - 1/31/20 $1,171,905.89 10/1/19 - 1/31/20 $1,909,753.69 (737,847.80) -38.64%

4 2/1/20 - 8/31/20 $887,215.80 2/1/20 - 8/31/20 $1,310,373.72 (423,157.92) -32.29%

5 9/1/20 - 1/31/21 $393,780.03 9/1/20 - 1/31/21 $855,418.47 (461,638.44) -53.97%

6 2/1/21 -5/31/21 $260,272.72 2/1/21 -5/31/21 $456,970.07 (196,697.35) -43.04%

7 6/1/21 - 9/30/21 $163,364.88 6/1/21 - 9/30/21 $357,252.55 (193,887.67) -54.27%

8 10/1/21 -12/31/21 $278,543.20 10/1/21 -12/31/21 $356,016.39 (77,473.19) -21.76%

9 1/1/22 - 7/31/22 $117,740.40 2/1/22-2/28/22 $133,094.09 (15,353.69) -11.54%

10 8/1/22 -12/31/22 $17,259.20 N/A N/A N/A N/A 

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