4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et 

al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17 BK 3283-LTS 

(Jointly Administered) 

SUMMARY OF SIXTH INTERIM APPLICATION OF NIXON PEABODY LLP FOR 

ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR 

REIMBURSEMENT OF EXPENSES AS SPECIAL COUNSEL TO THE FINANCIAL 

OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS 

REPRESENTATIVE OF THE PUERTO RICO ELECTRIC POWER AUTHORITY, FOR 

THE PERIOD FROM OCTOBER 1, 2020 THROUGH JANUARY 31, 2021 

Name of Applicant: Nixon Peabody LLP 

Authorized to Provide Professional Services 

to: 

The Financial Oversight and Management 

Board for Puerto Rico, as Representative of 

the Puerto Rico Electric Power Authority, 

pursuant to Section 315(b) of PROMESA 

Period for which compensation and 

reimbursement are sought: 

October 1, 2020 through January 31, 2021 

1

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

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

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

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

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

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

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations). 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 1 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

Amount of Compensation sought as actual, 

reasonable, and necessary: 

$83,172.00 

Amount of Expense Reimbursement sought as 

actual, reasonable, and necessary: 

$0 

Total compensation subject to objection: None 

Total expenses subject to objection: None 

This is a(n): __ monthly X interim __ final application 

 Blended Rate in this application for attorneys: $934.30/hr 

 Blended Rate in this application for all timekeepers: N/A 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 2 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

Schedule 1 

Sixth Interim Compensation Period – Consolidated Fee Statements 

October 1, 2020 – January 31, 2021 

Entity Period 

Fees 

requested to 

be paid 

(100%) 

Fee 

previously 

requested to 

be paid 

(90%) 

Expenses 

requested to 

be paid 

(100%) 

Total Fees 

and 

Expenses 

requested to 

be paid 

PREPA October 1, 

2020 through 

January 31, 

2021 

$83,172.00 $74,854.80 N/A $83,172.00 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 3 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

Schedule 2 

Summary of Professional Services Rendered by Timekeeper for the Period 

October 1, 2020 – January 31, 2021

Professional Position/Title Hourly Billing 

Rate 

Total Billed 

Hours 

Total 

Compensation 

Mitchell Rapaport Partner $990 51.30 50,787.00

Virginia Wong Partner $990 5.0 4,950.00

Carla Young Partner $990 7.50 7,425.00

Elizabeth Columbo Partner $990 4.90 4,851.00

Chris Reitzel Partner $990 2.0 1,980.00

Robert Christmas Partner $990 8.10 8,019.00

Sebastian Torres Associate $600 8.60 5,160.00

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 4 of 33
4883-6011-9320.1 

UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et 

al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17 BK 3283-LTS 

(Jointly Administered) 

SIXTH INTERIM APPLICATION OF NIXON PEABODY LLP FOR ALLOWANCE OF 

COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF 

EXPENSES AS SPECIAL COUNSEL TO THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, AS REPRESENTATIVE OF THE 

PUERTO RICO ELECTRIC POWER AUTHORITY, FOR THE PERIOD FROM

OCTOBER 1, 2020 THROUGH JANUARY 31, 2021 

Nixon Peabody LLP (“Nixon”), as special counsel to the Financial Oversight and 

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

Commonwealth of Puerto Rico (the “Commonwealth”), the Puerto Rico Electric Power Authority 

(“PREPA”) and certain other public corporations and instrumentalities of the Government of 

Puerto Rico (collectively, the “Debtors”), pursuant to Section 315(b) of the Puerto Rico Oversight, 

Management, and Economic Stability Act (“PROMESA”) 48 U.S.C. §§ 2101-2241, hereby 

1

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

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

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

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

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

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

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations). 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 5 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

submits this sixth interim application (the “Application”), pursuant to Sections 316 and 317 of 

PROMESA, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),2

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

of Puerto Rico (the “Local Rules”), and the United States Trustee Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by 

Attorneys in Larger Chapter 11 Cases issued by the Executive Office for the United States Trustee, 

28 CFR Part 58, Appendix B (the “Guidelines”), and in accordance with this Court’s Second 

Amended Order Setting Procedures for Interim Compensation and Reimbursement of Expenses 

of Professionals (Dkt. No. 3269) (the “Interim Compensation Order”), for allowance of 

interim compensation for professional services performed by Nixon for the period commencing 

October 1, 2020 through and including January 31, 2021 (the “Compensation Period”) in the 

amount of $83,172.00. In support of the Application, Nixon respectfully states as follows: 

JURISDICTION 

1. The United States District Court for the District of Puerto Rico (the “Court”) has 

subject matter jurisdiction pursuant to Section 306(a) of PROMESA. 

2. Venue is proper in this district pursuant to Section 307(a) of PROMESA. 

3. Nixon submits the Application pursuant to Sections 316 and 317 of PROMESA. 

BACKGROUND 

1. On June 30, 2016, the Oversight Board was established under Section 101(b) of 

PROMESA. 

2. Pursuant to Section 315 of PROMESA, “[t]he Oversight Board in a case under this 

2

 The Bankruptcy Rules are made applicable to the Debtor’s Title III case pursuant to Section 301 

of PROMESA. 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 6 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 3 - 

subchapter is the representative of the debtor” and “may take any action necessary on behalf of the 

debtor to prosecute the case of the debtor, including filing a petition under section [304] of 

[PROMESA] . . . or otherwise generally submitting filings in relation to the case with the court.” 

48 U.S.C. § 2175. 

3. On September 30, 2016, the Oversight Board designated the Debtors as “covered 

entities” under Section 101(d) of PROMESA. 

4. On May 3, 2017, the Commonwealth, by and through the Oversight Board, as the 

Commonwealth’s representative pursuant to Section 315(b) of PROMESA, filed a petition with 

the Court under Title III of PROMESA. 

5. On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (“COFINA”), 

by and through the Oversight Board, as COFINA’s representative pursuant to Section 315(b) of 

PROMESA, filed a petition with the Court under Title III of PROMESA. 

6. On May 21, 2017, the Puerto Rico Highways and Transportation Authority 

(“HTA”), by and through the Oversight Board, as HTA’s representative pursuant to Section 315(b) 

of PROMESA, filed a petition with the Court under Title III of PROMESA. 

7. On May 21, 2017, the Employees Retirement System for the Commonwealth of 

Puerto Rico (“ERS”), by and through the Oversight Board, as ERS’s representative pursuant to 

Section 315(b) of PROMESA, filed a petition with the Court under Title III of PROMESA. 

8. On July 3, 2017, PREPA, by and through the Oversight Board, as PREPA’s 

representative pursuant to Section 315(b) of PROMESA, filed a petition with the Court under Title 

III of PROMESA. 

9. Through Orders of this Court, the Commonwealth, COFINA, HTA, ERS, and 

PREPA Title III Cases (together, the “Title III Cases”) are jointly administered for procedural 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 7 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 4 - 

purposes only, pursuant to Section 304(g) of PROMESA and Bankruptcy Rule 1015 [ECF Nos. 

242, 537, 1417]. 

10. On October 6, 2017, the Court entered the Order Pursuant to PROMESA Sections 

316 and 317 and Bankruptcy Code Section 105(a) Appointing a Fee Examiner and Related Relief

[ECF No. 1416], which appointed Brady Williamson of Godfrey & Kahn, S.C. to serve as Fee 

Examiner in the Title III Cases. 

11. On November 13, 2020, Nixon served on the Notice Parties its monthly fee 

statement for the month of October of 2020. 

12. On December 10, 2020, Nixon served on the Notice Parties its monthly fee 

statement for the month of November of 2020. 

13. On January 7, 2021, Nixon served on the Notice Parties its monthly fee statement 

for the month of December of 2020. 

14. On April 30, 2021, Nixon served on the Notice Parties its monthly fee statement 

for the month of January of 2021. 

15. On December 8, 2020, Nixon provided the corresponding Monthly Fee Objection 

Statement for the October 2020 monthly fee statement to representatives of the Puerto Rico 

Treasury Department (the “Treasury”) and the Puerto Rico Fiscal Agency and Financial Advisory 

Authority (“AAFAF”). 

16. On January 4, 2021, Nixon provided the corresponding Monthly Fee Objection 

Statement for the November 2020 monthly fee statement to representatives of the Treasury and 

AAFAF. 

17. On March 15, 2021, Nixon provided the corresponding Monthly Fee Objection 

Statement for the December 2020 monthly fee statement to representatives of the Treasury and 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 8 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 5 - 

AAFAF. 

18. Finally, on May 13, 2021, Nixon provided the corresponding Monthly Fee 

Objection Statement for the January 2021 monthly fee statement to representatives of the Treasury 

and AAFAF. 

COMPENSATION REQUESTED 

1. On June 7, 2019, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY19 Agreement”). The FY19 Agreement was set to expire on June 30, 

2019. 

2. On July 1, 2019, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY20 Agreement”). The FY20 Agreement was set to expire on June 30, 

2020. 

3. On July 1, 2020, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY21 Agreement”). The FY21 Agreement was set to expire on June 30, 

2021. 

4. On July 1, 2021, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 9 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 6 - 

such transactions (the “FY22 Agreement”). The FY21 Agreement was set to expire on June 30, 

2022. 

5. On July 1, 2022, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY23 Agreement”, and together with the FY19 Agreement and the FY20 

Agreement, the FY21 Agreement and the FY22 Agreement, the “Agreements”). The FY23 

Agreement is set to expire on June 30, 2023. 

6. In accordance with the Interim Compensation Order, Nixon has provided copies of 

the Agreements to the Treasury and AAFAF. 

7. Nixon’s hourly rates are set at a level designed to compensate Nixon fairly for the 

work of its attorneys and professionals and are disclosed in the Agreements. 

8. Pursuant to PREPA’s certified fiscal plan, PREPA is required to separate its 

transmission and distribution (“T&D”) and generation functions and transfer operation and 

maintenance responsibilities to third-party, professional operators, leveraging private sector 

management, experience, and expertise to effectively deliver reliable electricity to Puerto Rico’s 

residents. 

9. As to the T&D system, the Puerto Rico Transmission and Distribution System 

Operation and Maintenance Agreement and the Puerto Rico Transmission and Distribution System 

Supplemental Terms Agreement were entered on June 22, 2022 (the “LUMA T&D Agreements”), 

between, among others, PREPA, LUMA Energy, LLC and LUMA Energy ServCo, LLC 

(collectively, “LUMA”). As a result, PREPA transitioned its operation and maintenance functions 

to LUMA on June 1, 2021, along with customer service and energy operation center 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 10 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 7 - 

responsibilities. 

10. Similarly, PREPA’s generation assets, comprised of existing PREPA-owned 

generation resources, will be operated and maintained by one or more private operators until their 

retirement, as laid out in the Integrated Resource Plan approved by the Puerto Rico Energy Bureau. 

11. For the selection of a private operator(s) for its legacy generation assets, PREPA 

has been supporting the RFP process led by the Puerto Rico Public-Private Partnerships Authority 

(“P3A”) and will work towards ensuring a timely and successful transition once the P3A completes 

the selection process. 

12. Nixon is a nationally recognized bond counsel firm with more than 30 years of 

experience in all areas of public finance. Its Public Finance practice is one of the largest in the 

nation with more than 40 public finance and tax attorneys. The firm consistently ranks among the 

top bond counsel, underwriters’ counsel, and disclosure counsel firms in the nation. 

13. Nixon has advised, and will continue to, advise the Oversight Board on optimal tax 

structures for PREPA’s restructuring and transformation of its legacy generation and T&D assets 

pursuant to PREPA’s certified fiscal plans. In this capacity, Nixon is engaged to provide taxexempt bond law analysis, render opinions related to federal tax issues and prepare tax-related 

documentation and disclosure, among other things. 

14. As of this date, Nixon has delivered three legal opinions in connection with the 

LUMA T&D Agreements and expects to deliver additional legal opinions with respect to the 

creation of one or more affiliates of PREPA to which PREPA would transfer all or a portion of its 

electric generation facilities. 

15. Pursuant to the Interim Compensation Order, Nixon hereby seeks an allowance 

of $83,172.00 as compensation for professional services rendered during the Compensation Period 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 11 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 8 - 

in connection with such professional services. 

16. Nixon’s itemized time records for attorneys and professionals performing services 

for the Oversight Board during the Compensation Period is attached hereto as Exhibit A. 

17. During the Compensation Period, Nixon billed the Oversight Board for time 

expended by its attorneys and professionals based on Nixon’s hourly rate for each attorney and 

professional as detailed in Schedule 2 of the summary of this Application. 

18. The fees charged by Nixon are in accordance with the firm’s existing billing rates 

and procedures in effect during the Compensation Period and are appropriate for complex 

securities and tax advantage financing matters. The rates and rate structure reflect that such 

complex matters typically involve great complexity, high stakes, and intense time pressures. Nixon 

submits that the compensation requested is reasonable in light of the nature, extent, and value of 

such services provided to the Oversight Board. 

19. The services for which Nixon is requesting approval of the Court were performed 

for the Oversight Board as representative of PREPA. In connection with the matter covered by this 

Application, Nixon received no payment and no promises of payment for services rendered, or to 

be rendered, from any source other than the Debtors. There is no agreement or understanding 

between Nixon and any other person, other than members of the firm, for the sharing of 

compensation received for services rendered under the Agreements. 

20. Sections 316 and 317 of PROMESA provide for interim compensation of 

professionals and govern the Court’s award of such compensation. 48 U.S.C. §§ 2176-2177. 

Section 316 of PROMESA provides that a court may award a professional person employed by 

the Debtors or the Oversight Board under PROMESA “(1) reasonable compensation for actual, 

necessary services rendered by the professional person, or attorney and by any paraprofessional 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 12 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 9 - 

person employed by any such person; and (2) reimbursement for actual, necessary expenses.” 48 

U.S.C. § 2176(a). 

21. Section 316 of PROMESA also sets forth the criteria for the award of such 

compensation and reimbursement: 

In determining the amount of reasonable compensation to be 

awarded ... the court shall consider the nature, the extent, and the 

value of such services, taking into account all relevant factors, 

including— 

(1) the time spent on such services; 

(2) the rates charged for such services; 

(3) whether the services were necessary to the administration of, or 

beneficial at the time at which the service was rendered toward the 

completion of, a case under this chapter; 

(4) whether the services were performed within a reasonable amount 

of time commensurate with the complexity, importance, and nature 

of the problem, issue, or task addressed; 

(5) with respect to a professional person, whether the person is board 

certified or otherwise has demonstrated skill and experience in the 

bankruptcy field; and 

(6) whether the compensation is reasonable based on the customary 

compensation charged by comparably skilled practitioners in cases 

other than cases under this subchapter or title 11. 

48 U.S.C. § 2176(c). 

22. As noted above, the professional services object of this Application were necessary 

and beneficial to the Oversight Board as representative of PREPA. 

ATTORNEY CERTIFICATION 

1. In accordance with Puerto Rico Local Bankruptcy Rule 2016-1(a)(4), the 

undersigned has reviewed the requirements of Puerto Rico Local Bankruptcy Rule 2016-1(a)(4) 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 13 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 10 - 

and certifies to the best of his information, knowledge, and belief that this Application complies 

with Puerto Rico Local Bankruptcy Rule 2016-1(a)(4). In this regard, and incorporated herein by 

reference, the Certification of Mitchell Rapaport in accordance with the U.S. Trustee Guidelines 

is attached hereto as Exhibit B. 

RESERVATION OF RIGHTS 

1. Nixon reserves the right to request compensation for services and reimbursement 

of such expenses in a future application that have not been processed in relation to the 

Compensation Period object of this Application. 

NOTICE 

1. Pursuant to the Interim Compensation Order, notice of this Application has been 

filed in the Title III Cases and served upon: 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 14 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 11 - 

(a) the Financial Oversight and Management Board: 

Financial Oversight and Management Board 

40 Washington Square South, Office 314A 

New York, NY 10012 

Attn: Professor Arthur J. Gonzalez, Oversight Board Member 

(b) attorneys for the Oversight Board: 

Proskauer Rose LLP 

Eleven Times Square 

New York, NY 10036, 

Attn: Martin J. Bienenstock, Esq. (mbienenstock@proskauer.com) 

Ehud Barak, Esq. (ebarak@proskauer.com) 

and 

Proskauer Rose LLP 

70 West Madison Street 

Chicago, IL 60602 

Attn: Paul V. Possinger, Esq. (ppossinger@proskauer.com) 

(c) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory Authority: 

O’Melveny & Myers LLP 

Times Square Tower 

7 Times Square, New York, NY 10036 

Attn: John J. Rapisardi, Esq. (jrapisardi@omm.com) 

Suzzanne Uhland, Esq. (suhland@omm.com) 

Diana M. Perez, Esq. (dperez@omm.com) 

(d) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory Authority: 

Marini Pietrantoni Muñiz LLC 

MCS Plaza, Suite 500 

255 Ponce de León Ave 

San Juan, PR 00917 

Attn: Luis C. Marini-Biaggi, Esq. (lmarini@mpmlawpr.com) 

Carolina Velaz-Rivero Esq. (cvelaz@mpmlawpr.com) 

(e) the Office of the United States Trustee for the District of Puerto Rico, Edificio Ochoa: 

Office of the United States Trustee for the District of Puerto Rico, 

Edificio Ochoa 

500 Tanca Street, Suite 301 

San Juan, PR 00901 

(re: In re: Commonwealth of Puerto Rico) 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 15 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 12 - 

(f) attorneys for the Official Committee of Unsecured Creditors: 

Paul Hastings LLP 

200 Park Ave. 

New York, NY 10166 

Attn: Luc. A Despins, Esq. (lucdespins@paulhastings.com) 

(g) attorneys for the Official Committee of Unsecured Creditors: 

Casillas, Santiago & Torres LLC 

El Caribe Office Building 

53 Palmeras Street, Ste. 1601 

San Juan, PR 00901 

Attn: Juan J. Casillas Ayala, Esq. (jcasillas@cstlawpr.com) 

Alberto J.E. Añeses Negrón, Esq. (aaneses@cstlawpr.com) 

(h) attorneys for the Official Committee of Retired Employees: 

Jenner & Block LLP 

919 Third Ave. 

New York, NY 10022 

Attn: Robert Gordon, Esq. (rgordon@jenner.com) 

Richard Levin, Esq. (rlevin@jenner.com) 

and 

Jenner & Block LLP 

353 N. Clark Street 

Chicago, IL 60654 

Attn: Catherine Steege, Esq. (csteege@jenner.com) 

Melissa Root, Esq. (mroot@jenner.com) 

(i) attorneys for the Official Committee of Retired Employees: 

Bennazar, García & Milián, C.S.P. 

Edificio Union Plaza, PH-A 

416 Ave. Ponce de León 

Hato Rey, PR 00918 

Attn: A.J. Bennazar-Zequeira, Esq. (ajb@bennazar.org) 

(j) the Puerto Rico Department of Treasury: 

Puerto Rico Department of Treasury 

PO Box 9024140 

San Juan, PR 00902-4140 

Attn: Reylam Guerra Goderich, Deputy Assistant of Central Accounting 

 (Reylam.Guerra@hacienda.pr.gov) 

Omar E. Rodríguez Pérez, CPA, Assistant Secretary of Central 

 Accounting (Rodriguez.Omar@hacienda.pr.gov) 

Angel L. Pantoja Rodríguez, Deputy Assistant Secretary of Internal 

 Revenue and Tax Policy (angel.pantoja@hacienda.pr.gov) 

Francisco Parés Alicea, Secretary of the Puerto Rico Treasury 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 16 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 13 - 

Department (francisco.pares@hacienda.pr.gov) 

Francisco Peña Montañez, CPA, Assistant Secretary of the Treasury 

(Francisco.Pena@hacienda.pr.gov) 

(k) attorneys for the Fee Examiner: 

EDGE Legal Strategies, PSC 

252 Ponce de León Avenue 

Citibank Tower, 12th Floor 

San Juan, PR 00918 

Attn: Eyck O. Lugo (elugo@edgelegalpr.com) 

(l) attorneys for the Fee Examiner: 

Godfrey & Kahn, S.C. 

One East Main Street, Suite 500 

Madison, WI 53703 

Attn: Katherine Stadler (KStadler@gklaw.com) 

(m) attorneys for AAFAF in the PREPA Title III proceeding: 

Greenberg Taurig LLP 

200 Park Avenue 

New York, NY 10166 

Attn. Nathan A. Haynes, Esq., haynesn@gtlaw.com 

(n) attorneys for the U.S. Bank National Association: 

Maslon LLP 

90 South Seventh Street, Suite 3300 

Minneapolis, MN 55402 

Attn: Clark T. Whitmore, Esq. (clark.whitmore@maslon.com) 

William Z. Pentelovitch, Esq., (bill.pentelovitch@maslon.com) 

John T. Duffey, Esq. (john.duffey@maslon.com) 

Jason M. Reed, Esq. (jason.reed@maslon.com) 

(o) attorneys for the U.S. Bank National Association: 

Rivera, Tulla and Ferrer, LLC 

50 Quisqueya Street 

San Juan, PR 00917 

Attn: Eric A. Tulla, Esq. (etulla@riveratulla.com) 

Iris J. Cabrera-Gómez, Esq. (icabrera@riveratulla.com). 

WHEREFORE Nixon respectfully requests that the Court enter an order (a) allowing 

interim compensation for professional services rendered during the Compensation Period in 

the amount of $83,172.00 (including the 10% professional compensation holdback amount); (b) 

directing the Commonwealth to pay promptly to Nixon the difference between (i) the amount of 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 17 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 14 - 

interim compensation for professional services rendered, and reimbursement of expenses incurred 

during the Compensation Period allowed hereunder, and (ii) the amounts for such compensation 

and expenses previously paid to Nixon, consistent with the provisions of the Interim Compensation 

Order; (c) allowing such compensation for professional services rendered and reimbursement of 

actual and necessary expenses incurred without prejudice to Nixon’s right to seek additional 

compensation for services performed and expenses incurred during the Compensation Period, 

which were not processed at the time of this Application; and (d) granting Nixon such other and 

further relief as is just and proper. 

Dated: August 4, 2023 

New York, New York 

Respectfully submitted, 

/s/ Sebastian M. Torres Rodríguez 

USDC No. 301211 

Nixon Peabody LLP 

Tower 46 

55 West 46th Street 

New York, NY 10036-4120 

Telephone: (212) 940-3072 

Facsimile: (833) 936-0842 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 18 of 33
4883-6011-9320.1 

Exhibit A 

ITEMIZED TIME RECORDS 

October 2020 

MATTER NO.: 000002 PREPA TAX ADVICE

For Professional Fees:

Date Timekeeper Hours Description of Services

 10/15/20 M. Rapaport 1.00 Conference call with Ankura, Citi and FTI 

regarding generation contract. Reviewed issues in 

contract term.

 10/16/20 M. Rapaport 1.00 Prepared summary of next steps for generation 

contract.

 10/17/20 M. Rapaport 0.40 Emails to FTI regarding management contract 

limitations.

 10/19/20 S. TorresRodriguez 0.60 Draft the Monthly Fee Objection Statement for 

September 2020 (Interim Fee Period of June 

through September) in accordance with the 

District Court's Second Amended Order Setting 

Procedures for Interim Compensations and 

Reimbursement of Expenses of Professionals 

entered on June 6, 2018

10/22/20 M. Rapaport 1.00 Emails regarding generation contract.

10/23/20 M. Rapaport 0.30 Emails to Ankura regarding generation contact.

 10/26/20 M. Rapaport 1.50 Reviewed preb report and materials related to 

project useful life. Email to Ankura.

 10/27/20 M. Rapaport 2.50 Prepared for call with Ankura and Sargent Lundy. 

Conference call with Ankura and Sargent Lundy. 

Emails regarding RFP for generation with Ankura 

and Nixon team.

 10/28/20 M. Rapaport 2.00 Emails and telephone call with Cleary regarding 

generation RFP. Reviewed generation RFP.

 10/28/20 C. Young 0.20 Review emails from M. Rapaport regarding RFP 

for T&D services.

 10/29/20 C. Young 0.30 Telephone call with M. Rapaport regarding 

comments to RFP for T&D facilities.

 10/29/20 M. Rapaport 1.30 Telephone call regarding generation RFP. 

Reviewed emails regarding useful life of 

generation assets.

 10/30/20 C. Young 0.30 Review and analyze emails describing economic 

life calculations for Generation assets.

 10/30/20 M. Rapaport 1.70 Reviewed emails regarding useful life analysis 

from Sargent and Lundy. Reviewed generation 

RFP. Email to Cleary regarding comment to RFP.

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 19 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

 10/31/20 M. Rapaport 0.50 Reviewed generation documents. Emails 

regarding documents.

Task Total: None 14.60 Task Fees: 14,220.00 

TOTAL HOURS: 14.60

TOTAL FEES: $14,220.00

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 20 of 33
4883-6011-9320.1 

November 2020 

MATTER NO.: 000002 PREPA TAX ADVICE

For Professional Fees:

Date Timekeeper Hours Description of Services

11/01/20 M. Rapaport 1.00 Review generation documents. E-mails to Cleary.

 11/02/20 M. Rapaport 3.50 Review various generation documents. E-mails to 

Cleary with comments to documents.

11/03/20 M. Rapaport 1.00 Review documents on Intralinks site.

 11/06/20 M. Rapaport 1.00 E-mails regarding PREPA contracts and 

generation asset life.

11/07/20 M. Rapaport 0.40 Review e-mails regarding generation asset life.

11/09/20 M. Rapaport 0.60 E-mails regarding useful life analysis.

11/11/20 M. Rapaport 0.40 E-mails regarding P3 RFP.

 11/12/20 M. Rapaport 1.20 E-mails regarding review of generation contracts 

to V. Wong and Fernando. Review revised RFP.

 11/12/20 C. Young 0.30 Review e-mails from M. Rapaport with final 

copies of RFP and white papers for Legacy 

Generation contract.

 11/13/20 M. Rapaport 0.70 Conference call with V. Wong and Fernando. 

Telephone call with D. Brownstein.

11/17/20 M. Rapaport 3.70 Review draft O&M contract.

11/18/20 M. Rapaport 2.50 Review generation contract.

11/19/20 M. Rapaport 2.30 Review generation contract.

 11/19/20 S. TorresRodriguez2.00 Review the Legacy Generation P3 O& M 

Agreement shared by Cleary Gottlieb.

11/20/20 M. Rapaport 2.00 Prepared comments on Generation Contract.

 11/23/20 C. Young 0.30 Review big picture tax comments to generation 

operating contract.

 11/23/20 M. Rapaport 2.50 Review Cleary memorandum regarding generation 

contract. Conference call with P3 working group.

 11/24/20 C. Young 4.00 E-mails with M. Rapaport. Review and comment 

on draft of O&M contract.

 11/24/20 M. Rapaport 2.00 E-mails regarding generation contract with 

C. Young. Review proposed changes to 

generation contract.

 11/25/20 C. Young 0.30 Review e-mail from M. Rapaport to group with 

NP comments to draft O&M contract. 

 11/25/20 M. Rapaport 2.00 Review Generation comment. Prepared comments 

to submit to Cleary.

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 21 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

Task Total: None 33.70 Task Fees: 32,583.00 

TOTAL HOURS: 33.70

TOTAL FEES: $32,583.00

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 22 of 33
4883-6011-9320.1 

December 2020 

MATTER NO.: 000002 PREPA TAX ADVICE

For Professional Fees:

Date Timekeeper Hours Description of Services

01: Category 1

 12/30/20 V. Wong 1.50 Review and revise summary of proposed transfer 

order provisions.

Task Total: Category 1 1.50 Task Fees: 1,485.00 

75: Category 75

 12/18/20 E. Columbo 2.00 Call with V. Wong. Review PREPA statute and 

securitization materials. Call with Proskauer, V. 

Wong, C. Reitzel and Citi.

 12/18/20 V. Wong 1.70 Review statute. Phone call with E. Columbo. 

Conference call with Citi and Proskauer. 

 12/21/20 E. Columbo 1.20 Review statute. Review memo prepared by R. 

Christmas.

Task Total: Category 75 4.90 Task Fees: 4,851.00 

 12/01/20 M. Rapaport 1.00 Conference call with Ankura and S&L regarding 

useful life analysis.

12/03/20 M. Rapaport 1.70 Review revised management contract.

12/04/20 M. Rapaport 2.00 Review new draft of Generation Contract.

 12/07/20 M. Rapaport 2.00 Review Generation Contract. Prepared comments 

on contract. E-mails to Cleary and Nixon team. 

E-mails to C. Young.

 12/07/20 C. Young 0.50 Review changes to O&M contract. E-mails with 

M. Rapaport.

 12/18/20 C. Reitzel 0.50 Conference call with Proskauer, V. Wong, 

L. Columbo and Citi.

 12/18/20 R. Christmas 0.30 Conference with V. Wong and L. Columbo 

regarding securitization and SPV 

strategy/requirements.

 12/19/20 R. Christmas 2.90 Review authorities, opinions, SPV legislation and 

sample Orders for relevant securitization findings 

to use in bankruptcy court-based SPF 

securitization.

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 23 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

12/21/20 M. Rapaport 1.00 Review PREPA FEMA plan.

 12/21/20 R. Christmas 2.80 Preparation of required findings for securitization 

and SPV sale done under bankruptcy court 

auspices.

Task Total: None 14.70 Task Fees: 14,553.00 

TOTAL HOURS: 21.10

TOTAL FEES: $20,889.00

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 24 of 33
4883-6011-9320.1 

January 2021 

MATTER NO.: 000002 PREPA TAX ADVICE

For Professional Fees:

Date Timekeeper Hours Description of Services

01: Category 1

 01/04/21 V. Wong 1.80 Review proposed order provisions. (.30). Call 

with Proskauer and Citi. (1.00). Review 

amendments to PREPA statute. (.50).

Task Total: Category 1 1.80 Task Fees: 1,782.00 

75: Category 75

 01/04/21 E. Columbo 1.70 Review memo on transfer provisions for order 

(0.5 hours). Call with C Reitzel and V Wong (0.2 

hours). Conference call to discuss PREPA SPV 

structure and memo on transfer provisions for 

order with P Possinger, C Reitzel, D Brownstein, 

V Wong, E Barak and D Desatnik (1.0 hours).

Task Total: Category 75 1.70 Task Fees: 1,683.00 

 01/04/21 S. TorresRodriguez1.00 Draft the Fifth Interim Application. 

 01/04/21 R. Christmas 2.10 Review and respond to e-mail from V. Wong 

regarding proposed confirmation Order provisions 

for transfer to SPV (0.1). Request and review 

redline against initial draft (0.3). Review E-mail 

from V. Wong regarding precedent for judicial 

good faith findings for transfer to SPV (0.1). 

Locate and review reported and unreported 

transfer precedent under Chapter 9 (1.4). E-mail to 

V. Wong regarding results of precedent review for 

363(m) finding (0.2).

 01/04/21 C. Young 0.50 E-mails with M. Rapaport regarding form of 

opinion. Send comments to opinion.

 01/04/21 M. Rapaport 2.00 Review Generation Opinion. Draft language for 

opinion. E-mails to C. Young and Cleary.

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 25 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

 01/04/21 S. TorresRodriguez 3.00 Review the Commonwealth's Title III Case 

Docket to determine the status of our Interim 

Applications in order to determine the allowance 

of the 10% holdback and confer with M. Rapaport 

regarding the same.

 01/04/21 S. TorresRodriguez1.00 Draft the Fourth Interim Application. 

 01/04/21 C. Reitzel 1.50 Review NP proposed Sale Order provisions for 

sale to SPV and Act (.8), conference with V. 

Wong and E. Columbo regarding memo, 

conference call regarding memo (.2), call with Citi 

and Proskauer (.5).

 01/05/21 M. Rapaport 0.60 Review issues with opinion for generation 

contract.

 01/05/21 C. Young 0.30 Review and comment on changes to opinion 

language. Emails with M. Rapaport.

 01/06/21 S. TorresRodriguez0.50 File the Fourth Interim Application through the 

P.R. Bankruptcy Court's CM/ECF Filer.

 01/06/21 C. Young 0.50 E-mails with M. Rapaport regarding term of O&M 

contract. E-mails with M. Rapaport regarding 

opinion changes. 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 26 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 3 - 

 01/06/21 S. TorresRodriguez0.50 File the Fifth Interim Application through the P.R. 

Bankruptcy Court's CM/ECF Filer.

 01/06/21 M. Rapaport 1.00 E-mails regarding Generation Contract and Nixon 

opinion.

Task Total: None 14.50 Task Fees: 12,015.00 

TOTAL HOURS: 18.00

TOTAL FEES: $15,480.00

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 27 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 4 - 

Exhibit B 

ATTORNEY CERTIFICATION 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 28 of 33
4883-6011-9320.1 

UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et 

al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17 BK 3283-LTS 

(Jointly Administered) 

CERTIFICATION OF MITCHELL RAPAPORT PURSUANT TO PUERTO RICO 

LOCAL BANKRUPTCY RULE 2016-1(a)(4) 

Mitchell Rapaport, under penalty of perjury, certifies as follows: 

1. I am a partner with the law firm of Nixon Peabody LLP (“Nixon”). 

2. I make this certification in accordance with Rule 2016-1(a)(4) of the Local Rules 

of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of 

Puerto Rico (the “Local Rules”) regarding the contents of applications for compensation and 

expenses. 

3. I am familiar with the work performed by Nixon for the Financial Oversight and 

1

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

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

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

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

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

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

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations). 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 29 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

Management Board for Puerto Rico (the “Oversight Board”), acting for or on behalf of the Puerto 

Rico Electric Power Authority (“PREPA”). 

4. I have read the Sixth Interim Application of Nixon Peabody LLP for Allowance of 

Compensation for Services Rendered and for Reimbursement of Expenses as Special Counsel to 

the Financial Oversight and Management Board for Puerto Rico, as representative of the Puerto 

Rico Electric Power Authority, for the Period from October 1, 2020 through January 31, 2021

(the “Application”), and the facts set forth therein are true and correct to the best of my knowledge, 

information, and belief. 

5. To the best of my knowledge, information, and belief, formed after reasonable 

inquiry, the fees and disbursements sought in the Application are permissible under the Fee 

Examiner Guidelines, PROMESA, the Bankruptcy Code, the Federal Rules of Bankruptcy 

Procedure, the Interim Compensation Order, the Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses by Attorneys in Larger Chapter 11 Cases, effective 

November 1, 2013 (the “Guidelines”), and the Local Rules of Bankruptcy Practice and Procedure 

of the United States Bankruptcy Court for the District of Puerto Rico. 

6. I hereby certify that no public servant of the Puerto Rico Department of Treasury 

is a party to or has any interest in the gains or benefits derived from the contract that is the basis 

of this invoice. The only consideration for providing services under the contract is the payment 

agreed upon with the authorized representatives of the Oversight Board. The amount of this invoice 

is reasonable. The services were rendered and the corresponding payment has not been made. To 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 30 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 3 - 

the best of my knowledge, Nixon does not have any debts owed to the Government of Puerto Rico 

or its instrumentalities. 

Dated: August 4, 2023 /s/ Mitchell Rapaport 

Mitchell Rapaport 

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 31 of 33
4883-6011-9320.1 

UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et 

al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17 BK 3283-LTS 

(Jointly Administered) 

ORDER APPROVING THE SIXTH INTERIM FEE APPLICATION OF NIXON 

PEABODY LLP FOR COMPENSATION FOR SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES INCURRED AS SPECIAL COUNSEL TO THE 

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS 

REPRESENTATIVE OF THE PUERTO RICO ELECTRIC POWER AUTHORITY, FOR 

THE PERIOD FROM OCTOBER 1, 2020 THROUGH JANUARY 31, 2021 

Upon the application (the “Application”)2 of Nixon Peabody LLP (“Nixon”), as attorneys 

for the Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”) acting 

as representative of the Debtors under Section 315(b) of the Puerto Rico Oversight, Management, 

and Economic Stability Act (“PROMESA”),3 seeking, pursuant to (a) Sections 316 and 317 of 

PROMESA, (b) Rule 2016 of the Federal Rules of Bankruptcy Procedure, (c) Local Rule 2016-1, 

1

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

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

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

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

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

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

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations). 

2

 Capitalized terms not defined in this order will have the meanings ascribed to them in the Application. 

3

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

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 32 of 33
4883-6011-9320.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

(d) the United States Trustee Guidelines for Reviewing Applications for Compensation and 

Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases

issued by the Executive Office for the United States Trustee, 28 CFR Part 58, Appendix B, and (e) 

this Court’s Second Amended Order Setting Procedures for Interim Compensation 

and Reimbursement of Expenses of Professionals (Dkt. No. 3269), an allowance of interim 

compensation for professional services rendered for the period commencing October 1, 2020 

through and including January 31, 2021 in the amount of $83,172.00; and, this Court having 

determined that the legal and factual bases set forth in the Application establish just cause for the 

relief granted herein; and after due deliberation and sufficient cause appearing therefore, it is 

hereby ORDERED that: 

1. The Application is APPROVED as set forth herein. 

2. Compensation to Nixon for professional services rendered during the 

Compensation Period is allowed on an interim basis in the amount of $83,172.00. 

3. The Debtor is authorized to pay Nixon all fees and expenses allowed pursuant to 

this Order, including those that were previously held back pursuant to the Interim Compensation 

Order, less any amounts previously paid for such fees and expenses under the terms of the Interim 

Compensation Order. 

4. The Debtor is authorized to take all actions necessary to effectuate the relief granted 

pursuant to this Order in accordance with the Application. 

Dated: August 4, 2023 

San Juan, Puerto Rico Honorable Laura Taylor Swain 

United States District Judge

Case:17-03283-LTS Doc#:24839 Filed:08/04/23 Entered:08/04/23 12:35:11 Desc: Main

Document Page 33 of 33