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 PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY 

PROMESA 

TITLE III 

No. 17-BK-3567 (LTS) 

(Jointly Administered) 

Debtor.1 

FINAL FEE APPLICATION OF ALVAREZ & MARSAL NORTH AMERICA, 

LLC AS CONSULTANTS TO THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD OF PUERTO RICO AS REPRESENTATIVE OF 

THE PUERTO RICO HIGHWAYS AND TRANSPORTATION AUTHORITY 

OF THE GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO 

FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

FOR THE PERIOD FROM 

AUGUST 2, 2018 THROUGH AND INCLUDING DECEMBER 6, 2022 

Name of Applicant: Alvarez & Marsal North America, LLC 

(A&M) 

Authorized to Provide Professional Services to: Financial Oversight and Management Board of Puerto Rico 

Date of Retention: August 2, 2018 

Period for which compensation and reimbursement is 

sought: August 2, 2018 through December 6, 2022 

Amount of final compensation sought as actual, 

reasonable, and necessary: 

$1,969,428.34 

Amount of final expense reimbursement sought as 

actual, reasonable, and necessary: 

$1,746.47 

Blended Hourly Rate for all timekeepers: $503.47 

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) ); (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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SUMMARY OF PRIOR INTERIM FEE APPLICATIONS: 

Fees and Expenses Approved Date and Docket No. of 

Fee Order

Date 

[Docket 

No.] 

Interim Fee Period

(“IFP”) Covered3 Fees Expenses Date Docket No. 

First IFP 

5/3/17 to 9/30/17 

Second IFP 

10/1/17 to 1/31/18 

Third IFP 

2/1/18 to 5/31/18 

11/16/18; 

530 

Fourth IFP 

6/1/18 to 9/30/18 $87,894.00 $0.00 3/14/2019 5654 

3/18/19; 

541 

Fifth IFP 

10/1/18 to 1/31/19 $178,886.25 $0.00 6/26/2019 7670 

7/15/19; 

607 

Sixth IFP 

2/1/19 to 5/31/19 $143,892.00 $0.00 10/29/19 9046 

11/15/2019; 

649 

Seventh IFP 

6/1/19 to 9/30/19 $110,748.25 $0.00 3/6/2020 12157 

3/12/2020; 

735 

Eighth IFP 

10/1/19 to 1/31/20 $52,338.69 $0.00 7/24/2020 13824 

7/16/2020; 

867 

Ninth IFP 

2/1/20 to 5/31/20 $78,511.68 $0.00 10/26/2020 14925 

11/13/2020; 

941 

Tenth IFP 

6/1/20 to 9/30/20 $126,167.67 $0.00 3/8/2021 15971 

3/15/2021; 

992 

Eleventh IFP 

10/1/20 to 1/31/21 $57,342.51 $0.00 8/3/2021 17646 

7/15/2021; 

1043 

Twelfth IFP 

2/1/21 to 5/31/21 $169,038.27 $0.00 10/4/2021 18371 

11/15/2021; 

1113 

Thirteenth IFP 

6/1/21 to 9/30/21 $140,886.81 $0.00 3/18/2022 20412 

5/26/2022; 

1190 

Fourteenth IFP 

10/1/21 to 1/31/22 $376,762.95 $0.00 10/28/2022 22727 

7/6/2022; 

1262 

Fifteenth IFP 

2/1/22 to 5/31/22 $233,280.90 $0.00 10/28/2022 22727 

11/16/2022; 

1442

Sixteenth IFP 

6/1/22 to 9/30/22 $175,752.36 $1,746.47 1/27/2023 23408

3/1/2023; 

1474

Seventeenth IFP 

10/1/22 to 12/6/22 $37,944.00 $0.00 6/13/2023 24548 

 

Total fees and expenses approved by interim orders to date:2 $1,969,428.34 $1,746.47

2

 The amounts requested in this Final Fee Application reflect certain reductions agreed to by A&M following review of 

the interim fee applications by the fee examiner appointed in these cases. 

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

 THE PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY OF THE GOVERNMENT 

OF THE COMMONWEALTH OF PUERTO RICO, et al., 

PROMESA 

TITLE III 

No. 17-BK-3567 (LTS) 

(Jointly Administered) 

Debtor.3 

FINAL FEE APPLICATION OF ALVAREZ & MARSAL NORTH AMERICA, LLC AS 

CONSULTANTS TO THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD OF 

PUERTO RICO AS REPRESENTATIVE OF THE HIGHWAYS AND TRANSPORTATION 

AUTHORITY OF THE GOVERNMENT OF THE COMMONWEALTH OF PUERTO RICO 

FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD 

FROM AUGUST 2, 2018 THROUGH AND INCLUDING DECEMBER 6, 2022 

Alvarez & Marsal North America, LLC (“A&M”), Advisor to the Financial Oversight and Management 

Board (the “Oversight Board”) as representative of the Puerto Rico Highways and Transportation 

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

Rico Highways and Transportation Authority (the “Debtor”) in the above- captioned title III cases (the 

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

Stability Act (“PROMESA”),4 hereby submits this final application (the “Final Application” or 

3

 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 

(“Commonwealth”) (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) ); (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case No. 19 BK 

5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as Bankruptcy Case numbers due 

to software limitations). 

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

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

Bankruptcy Procedure (the “Bankruptcy Rules”),5 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 August 2, 2018 through and including December 6, 2022 (the 

“Final Fee Application Period”). In support of this Application, A&M respectfully states the 

following: 

REQUESTED FEES AND REIMBURSEMENT OF EXPENSES 

1. By this Final Fee Application, Alvarez and Marsal North America, LLC seeks 

compensation in the amount of $1,969,428.34 and reimbursement of actual and necessary expenses 

incurred in the amount of $1,746.47 for the Final Fee Application Period.6

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

and Final Compensation Order. Attached hereto as Exhibit A is a certification regarding compliance 

with the Local Guidelines. 

3. The terms of the Third Amended Interim and Final Compensation Order incorporate 

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 

5

 The Bankruptcy Rules are made applicable to the Debtors’ Title III Cases pursuant to PROMESA section 310. 6

 The amounts requested in this Final Fee Application reflect certain reductions agreed to by A&M following review of 

the interim fee applications by the fee examiner appointed in these cases. 

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(the “Attorney Guidelines”). The terms of the Attorney Guidelines, as the title notes, are designed to 

“apply only when United States Trustees review applications for compensation filed by attorneys 

employed under sections 327 or 1103” of the Bankruptcy Code,” rather than other professionals 

engaged by a debtor or official committee. Attorney Guidelines, ¶ A.2. Among other requirements, 

the Attorney Guidelines require inclusion of information regarding the law firms’ customary and 

comparable compensation by means of providing an average rate charged. A&M respectively 

requests that, in alignment with information provided as part of the interim fee applications, that the 

requirement in the Attorney Guidelines regarding information about customary and comparable 

compensation be waived. 

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

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

a. Exhibit A declaration of Jay Herriman regarding A&M’s compliance with the Local 

Guidelines. 

b. Exhibit B contains a summary of fees and hours billed by professional during the Final 

Fee Application Period. 

c. Exhibit C contains a summary of fees and hours billed by matter during the Final Fee 

Application Period. 

d. Exhibit D contains a summary of expenses incurred by category during the Final Fee 

Application Period. 

e. Exhibit E contains a summary of professionals by matter during the Final Fee 

Application Period. 

f. Exhibit F contains a budget plan with a comparative analysis of budgeted and actual 

fees during the Final Fee Application Period. 

Relief Requested 

5. By this Application, A&M seeks a final order authorizing approval and allowance of 

interim compensation for the professional services rendered and for expenses incurred during the 

fourteen interim periods which comprise A&M’s retention. 

6. All services rendered and expenses incurred for which compensation or 

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reimbursement is requested were performed or incurred for or on behalf of the Oversight Board. The 

time detail for Final Fee Application Period was attached to A&M’s previously filed interim fee 

applications (the “Interim Fee Applications”) which, for the sake of brevity, is incorporated herein 

by reference. The previously filed Interim Fee Applications contain time entries describing the time 

spent by each professional and paraprofessional during the Final Fee Application Period. 

7. 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 A&M, and A&M 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 A&M and any other person, other than the members of A&M, for the sharing 

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

Summary of Services Performed 

8. All of the services rendered by A&M during the Final Fee Application Period were 

necessary for the execution of A&M’s duties and responsibilities as set forth in the Engagement 

Letter dated August 2, 2018. Moreover, at all times, A&M rendered its services in an effective and 

efficient manner without any unnecessary duplication of efforts. Therefore, the compensation 

requested through this Final Application is reasonable in all respects, particularly in light of the 

nature, extent, and complexity of the matters involved and the benefits conferred by A&M. 

9. As described in the Engagement Letter, A&M provided services related to Claims 

reconciliation at the direction of the Oversight Board’s responsible member(s) and its representatives 

and/or professionals identified to A&M, including employees of the Title III entities approved by the 

Oversight Board to work with and assist A&M in connection with the Engagement Letter. The 

reconciliation actions performed generally fall into three categories: (1) Claims review/objection; (2) 

Claims estimation; and (3) Plan of Adjustment and Solicitation. Through these processes, and in 

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collaboration with other retained professionals, A&M identified and reduced the asserted Claims 

pool by billions of dollars. 

A. Claims Review/Objection 

10. Approximately 177,804 proofs of claim (“Claim” or “Claims”) were filed against the 

Debtors and logged by Kroll Restructuring Administration, LLC (“Kroll”). Such Claims asserted 

against the Debtors totaled approximately $43.6 trillion, in addition to unliquidated amounts. 

11. Approximately 2,297 Claims were filed in relation to, or reclassified to be asserted 

against, HTA. In accordance with the terms of the Bar Date Orders, many of these Claims need not 

have been filed at all, or suffered from some other flaw, such as: (1) being subsequently amended; 

(2) not putting forth a Claim for which the Debtors were liable; (3) being duplicative of other Claims 

or (4) failing to provide information necessary for the Debtors to determine whether the Claim was 

valid. 

12. To facilitate an efficient Claims reconciliation process, A&M analyzed each Claim to 

identify unnecessary or flawed Claims. The result of this analysis, as of the effective date, is further 

summarized below: 

i. Reviewed and compared Claims filed by the same claimant asserting 

duplicative liabilities and filed 19 omnibus objections against approximately 

60 Claims as duplicative, expunging approximately $94.3 million from the 

Claims register once final orders are entered. 

ii. Reviewed and compared Claims to identify subsequently filed amending 

Claims and filed 7 corresponding omnibus objections against approximately 

45 Claims, expunging approximately $2.4 billion from the Claims register 

once final orders are entered. 

iii. Reviewed Claims and filed 97 omnibus objections against approximately 510 

Claims for failing to provide sufficient information necessary for the Debtors 

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to determine whether the Claim was valid, expunging approximately $56.7 

million from the Claims register once final orders are entered. 

iv. Worked with Debtors counsel, AAFAF and various government agencies to 

identify Claims for which the Debtors were not liable. Once identified, 23 

omnibus objections were filed against approximately 60 Claims for which the 

Debtors were not liable, expunging approximately $56.7 million from the 

Claims register once final orders are entered. 

v. Reviewed Claims and filed 3 omnibus objections against approximately 20 

Claims which were filed after the Bar Date, expunging approximately $1.5 

million from the Claims register. 

vi. Consolidated information asserted in thousands of Claims related to various 

Puerto Rico bonds. The individual CUSIP liabilities asserted were compared 

to a database of CUSIP’s in master Claims filed by various Bond 

Administrators. Once analyzed, 29 omnibus objections were filed against 

approximately 610 Claims, expunging approximately $73.9 million from the 

Claims register once final orders are entered. 

vii. Compared thousands of plaintiffs related to approximately 20 multi-plaintiff 

litigation Claims (“Master Claims”) filed by counsel to individual Claims 

(“Child Claims”) to identify Child Claims whose liabilities were duplicative 

of the liability asserted in the Master Claims. This led to the filing of 7 

omnibus objections against approximately 55 Claims, expunging 

approximately $423,000 from the Claims register once final orders are 

entered. 

viii. Filed 14 omnibus objections to approximately 46 Claims in order to modify 

the Claims, resulting in approximately $65 million in filed claim amounts 

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either reclassed to unsecured amounts, moved to the appropriate debtor, or 

partially reduced once final orders are entered. 

ix. Identified approximately 180 Claims to be expunged per the plan of 

adjustment, expunging $10.1 billion from the Claims register. 

13. As of the effective date, A&M has filed approximately 199 objections against 

approximately 1,404 Claims, expunging approximately $2.8 billion from the Claims register once 

final orders are entered. 

14. A&M prepared claim reconciliation worksheets for approximately 105 accounts 

payable Claims. This process consolidated invoice level details provided in the Claims into a 

searchable / sortable worksheet. This information was then compared to historical payment data to 

identify invoices which had been paid. These worksheets were then used by the Debtors to complete 

the reconciliation of the Claims and ultimately create objections or allow Claims, as appropriate. 

15. A&M worked with Proskauer and AAFAF to develop the Alternate Dispute Resolution 

(“ADR”) procedures as ordered at Docket 12576. As of the effective date, approximately 20 Claims 

have been transferred into the ADR process, with an additional approximately 40 Claims identified 

for transfer into ADR after additional review is completed. 

16. A&M worked with Proskauer and AAFAF to develop the Administrative Claims 

Resolution (“ACR”) process as ordered at Docket 12274. A review of the Claims was performed to 

identify and categorize Claims to be transferred into ACR. Depending on the Claim category, A&M 

worked with various agencies to determine the information necessary to reconcile the Claims. 

Worksheets were created to capture any relevant information provided in the Claims which was then 

transferred to the agency for further evaluation. A&M facilitated the mailing of letters to individual 

claimants requesting additional information required by the agency to complete the review of the 

Claim. Once additional information was received, it was captured in a worksheet and sent back to the 

agency for further review. If the claimant did not respond to the mailings or if the information 

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provided was not sufficient to complete the review of the Claim, it was transferred out of ACR and 

placed on objections as described above. As of the effective date, approximately 215 Claims were 

transferred into ACR. Approximately 40 Claims were transferred out of ACR and objected to as 

being deficient or for some other defect based on additional information received by the claimant. 

B. Claims Estimation 

17. As the Plan of Adjustment for each Debtor was being developed, A&M prepared 

estimated Claim values for several different plan classes. This process required A&M to: (1) remove 

Claims which had been expunged, withdrawn or docketed in error; (2) remove Claims which have 

been filed or are set to be filed on omnibus objections which will expunge the Claim; (3) remove 

Claims transferred into the ACR process; (4) designate the appropriate Debtor per Claim; (5) review 

Claims asserting priority status and adjust to general unsecured, as appropriate; (6) assign a Claim 

class from the plan of adjustment to each Claim; (7) review fully unliquidated Claims and consult 

with Proskauer to determine estimated liability, if appropriate; and (8) review Claims to determine if 

amounts asserted were overstated and, if so, reduce the estimated value for the Claim. 

C. Plan of Adjustment and Solicitation 

18. A&M worked with Proskauer and Kroll to develop a solicitation process as defined 

in the Plan of Adjustment. This entailed: (1) validating Claim classes by Debtor; (2) validating the status 

of the Claim; and (3) ensuring Claims did not vote if they were pending n objection. 

The Application Should be Granted 

19. A&M respectfully submits that the services for which it seeks compensation and the 

expenditures for which it seeks reimbursement were necessary and beneficial to the Oversight Board. 

In light of the nature, extent and value of such services, A&M submits that the compensation requested 

herein is reasonable. 

20. The compensation for A&M’s services as requested is commensurate with the 

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

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were performed with expedition and in an efficient manner. 

21. In sum, the services rendered by A&M were necessary and beneficial to the Oversight 

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

performed with skill and expertise. Accordingly, A&M submits that approval of the compensation for 

professional services and reimbursement of expenses requested in this Final Application is warranted. 

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

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

Trustee Guidelines: 

a. Question: Did you agree to any variations from, or alternatives to, your 

standard or customary billing rates, fees or terms for services pertaining to this 

engagement that were provided during the application period? If so, please 

explain. 

Answer: Yes, in accordance with the Engagement Letter, A&M agreed 

to the following: ( 1 ) a discount equal to 10% of total fees incurred in each 

billing period; and, (2) a 5% cap on rate increases unless a team member was 

promoted. A&M further reduced fees based on discussions with the fee 

examiner over the course of the Final Fee Application Period. 

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

budgeted for the time period covered by this fee application are higher by 10% 

or more, did you discuss the reasons for the variation with the client? 

Answer: A&M fees and fee budgets are summarized on Exhibit F. However, 

A&M did not create a separate budget for each Debtor and as such budgeted 

fees relate to all Debtors. Please note, A&M’s first budget estimates were 

provided in February 2020. 

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

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

Answer: No. 

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

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

is limited to work involved in preparing and editing billing records that would 

not be compensable outside of bankruptcy and does not include reasonable 

fees for preparing a fee application.). If so, please quantify by hours and fees. 

Answer: No. 

e. Question: Does this fee application include time or fees for reviewing time 

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

please quantify by hours and fees. 

Answer: No. 

f. Question: If the fee application includes any rate increases in retention: (i) did 

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

your client agree when retaining A&M to accept all future rate increases? If 

not, did you inform your client that they need not agree to modified rates or 

terms in order to have you continue the representation, consistent with ABA 

Formal Ethics Opinion 11-458? 

Answer: i) Rate increases were approved in advance. ii) In accordance with the 

Engagement Letter, rate increases were subject to a cap of 5% each year 

unless a team member was being promoted. While A&M generally increases 

rates in January of each year, A&M increased rates annually in August to 

coincide with the signing of the Engagement Letter unless a professional was 

being promoted. In those instances, new rates were applied annually in 

January. 

Conclusion 

WHEREFORE, A&M respectfully requests that the Court enter an order; (a) approving the 

final allowance of $1,969,428.34 for professional services rendered and reimbursement of actual and 

necessary expenses incurred in the amount of $1,746.47 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: June 16, 2023 

Marco Island, FL Respectfully Submitted, 

 /s/ Jay Herriman 

 Alvarez & Marsal North America, LLC 

 Jay Herriman 

 

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Exhibit A 

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

THE PURTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY OF THE 

GOVERNMENT OF THE COMMONWEALTH OF 

PUERTO RICO, et al., 

PROMESA 

TITLE III 

No. 17-BK-3567 (LTS) 

(Jointly Administered) 

Debtor.1 

DECLARATION OF JAY HERRIMAN IN SUPPORT OF THE FINAL FEE APPLICATON 

OF ALVAREZ & MARSAL NORTH AMERICA, LLC FOR ALLOWANCE OF 

COMPENSATION FOR SERVICES RENDERED AND REIMBURSMENT OF EXPENSES 

INCURRED AS CONSULTANT TO THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD OF PUERTO RICO AS REPRESENTATIVE OF THE PUERTO RICO HIGHWAYS 

AND TRANSPORTATION AUTHORITY OF THE GOVERNMENT OF THE 

COMMONWEALTH OF PUERTO RICO 

FROM AUGUST 2, 2018 THROUGH AND INCLUDING DECEMBER 6, 2022 

Jay Herriman deposes and says: 

1. I am a Managing Director in the applicant firm, Alvarez & Marsal North America, LLC 

(“A&M”) 

2. I was aware of or involved in the provision of the services, as an engagement Managing 

Director, the professional services rendered by A&M, as consultant to the Financial Oversight 

and Management Board of Puerto Rico as representative of the Employee Retirement System 

of the Government of the Commonwealth of Puerto Rico and am familiar with the work for 

the Debtors referenced in the attached fee application. 

3. I have reviewed the foregoing Final Fee Application of Alvarez & Marsal North America, LLC 

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) ); (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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for Allowance of Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Consultant (the “Final Fee Application”), and the facts set forth therein are true 

and correct to the best of my knowledge, information, and belief. To my knowledge and subject 

to the statements made in the Interim Fee Applications, the Final Fee Application substantially 

complies with applicable provisions of PROMESA,5 the Bankruptcy Rules, the Local Rules, 

and this Court’s Third Amended Order Setting Procedures for Interim and Final Compensation 

and Reimbursement of Expenses of Professionals, dated April 12, 2022 [Docket No. 20546]. 

Dated: June 16, 2023 

 /s/ Jay Herriman 

 Jay Herriman 

 

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Exhibit B 

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Professional Title Actual Fees 

Billed 

 Total Fees 

Without Rate 

Increase 

Total 

Hours

Current 

Rate Beginning Rate

Number of 

rate increases 

since case 

inception

Variance

Allison, Roger Jr. Consultant 472.50 $ 472.50 $ 0.9 525 $ 525 $ 0 0%

Carter, Rich Senior Consultant 38,995.70 $ 34,643.00 $ 68.6 606 $ 505 $ 2 20%

Cervantes, Pablo Associate 11,262.50 $ 11,262.50 $ 26.5 425 $ 425 $ 0 0%

Chester, Monte Analyst 25,840.00 $ 25,840.00 $ 64.6 400 $ 400 $ 0 0%

Collier, Laura Senior Associate 71,452.50 $ 71,452.50 $ 136.1 525 $ 525 $ 0 0%

Corbett, Natalie Paraprofressional 7,875.00 $ 7,875.00 $ 31.5 250 $ 250 $ 0 0%

DiNatale, Trevor Senior Associate 278,822.50 $ 263,615.00 $ 479.3 650 $ 550 $ 2 18%

Dominguez, Carlo Analyst 9,637.50 $ 9,637.50 $ 25.7 375 $ 375 $ 0 0%

Erlach, Nicole Analyst 1,480.00 $ 1,480.00 $ 3.7 400 $ 400 $ 0 0%

Fiore, Nick Consultant 440.00 $ 440.00 $ 0.8 550 $ 550 $ 0 0%

Gignate, Gerard Associate 81,631.60 $ 79,645.00 $ 187.4 446 $ 425 $ 1 5%

Gilleland, Jeffrey Consultant 367.50 $ 367.50 $ 0.7 525 $ 525 $ 0 0%

Grussing, Bernice Paraprofressional 10,714.00 $ 10,530.00 $ 32.4 341 $ 325 $ 1 5%

Harmon, Kara Director 202,687.60 $ 159,127.50 $ 303.1 700 $ 525 $ 3 33%

Herriman, Jay Managing Director 480,590.10 $ 441,745.00 $ 519.7 950 $ 850 $ 3 12%

Hertzberg, Julie Managing Director 52,366.20 $ 47,950.00 $ 54.8 1,012 $ 875 $ 3 16%

Kiekhaefer, Paul Analyst 1,267.50 $ 1,267.50 $ 3.9 325 $ 325 $ 0 0%

Koncar, John Consultant 4,531.80 $ 4,531.80 $ 9.1 498 $ 498 $ 0 0%

McCarthy, Julia Analyst 15,640.00 $ 15,640.00 $ 36.8 425 $ 425 $ 0 0%

McGee, Cally Analyst 600.00 $ 600.00 $ 1.5 400 $ 400 $ 0 0%

McNulty, Emmett Analyst 90,004.00 $ 89,400.00 $ 223.5 420 $ 400 $ 1 5%

Napoliello, Mary Paraprofressional 325.00 $ 325.00 $ 1.0 325 $ 325 $ 0 0%

Nash, Joe Analyst 1,040.00 $ 1,040.00 $ 2.6 400 $ 400 $ 0 0%

O'Donnell, Kevin Associate 23,410.00 $ 23,375.00 $ 55.0 475 $ 425 $ 0 12%

Onserio, Rachel Analyst 2,307.50 $ 2,307.50 $ 7.1 325 $ 325 $ 0 0%

Pena, Vincent Manager 47,975.00 $ 47,975.00 $ 101.0 475 $ 475 $ 0 0%

Pogorzelski, Jon Analyst 720.00 $ 720.00 $ 1.8 400 $ 400 $ 0 0%

Potesta, Tyler Associate 7,047.50 $ 6,562.50 $ 12.5 575 $ 525 $ 1 10%

Sagen, John Analyst 34,935.30 $ 34,912.50 $ 93.1 394 $ 375 $ 1 5%

Salierno, Thomas Associate 36,645.00 $ 36,300.00 $ 96.8 425 $ 375 $ 1 13%

Shah, Rushabh Associate 43,632.50 $ 40,687.50 $ 77.5 575 $ 525 $ 1 10%

Sharp, Christopher Associate 6,970.00 $ 6,970.00 $ 16.4 425 $ 425 $ 0 0%

Sigman, Claudia Analyst 5,760.00 $ 5,760.00 $ 14.4 400 $ 400 $ 0 0%

Simoneaux, Nicole Analyst 99,237.50 $ 99,237.50 $ 233.5 425 $ 425 $ 0 0%

Tammerine, Nick Consultant 12,760.00 $ 12,760.00 $ 23.2 550 $ 550 $ 0 0%

Traylor, Markus Associate 65,845.10 $ 65,832.50 $ 154.9 446 $ 425 $ 1 5%

VanHorn, Eric Consultant 33,150.00 $ 33,150.00 $ 66.3 500 $ 500 $ 0 0%

Wadzita, Brent Jr. Consultant 66,322.20 $ 65,436.00 $ 155.8 441 $ 420 $ 1 5%

Warren, Bria Analyst 36,600.00 $ 36,600.00 $ 97.6 375 $ 375 $ 0 0%

Waters, Erik Associate 11,578.50 $ 11,578.50 $ 27.9 415 $ 415 $ 0 0%

Wirtz, Paul Consultant 87,613.80 $ 79,829.40 $ 160.3 550 $ 498 $ 1 10%

Zeiss, Mark Director 191,126.40 $ 181,440.00 $ 302.4 675 $ 600 $ 3 13%

Subtotal 2,201,679.80 $ 2,070,321.20 $ 3,911.70 

Less : Fee Discount (220,167.98) $ 

Less : Fee Reductions1 $ (12,083.48)

Total 1,969,428.34 $ 

Blended Hourly Rate 503.47 $ 

1 Includes reductions as the result of discussions with the fee examiner as well as a reduction agreed upon for a single workstream

EXHIBIT B - LIST OF PROFESSIONALS 

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Exhibit C 

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Category Hours Billable Amount

HTA Claim Management 3,640.40 2,017,477.20 

HTA Claim Objection Audit 23.30 12,162.50 

HTA Fee Applications 127.90 74,433.00 

HTA Meetings 120.10 97,607.10 

Subtotal 3,911.70 2,201,679.80 

Less : Fee Discount (220,167.98) 

Less : Fee Reductions1 (12,083.48)

Total Amount Requested 3,911.70 1,969,428.34 $ 

Blended Hourly Rate 503.47 $ 

EXHIBIT C - COMPENSATION BY CATEGORY

1 Includes reductions as the result of discussions with the fee examiner as well as a reduction agreed upon for 

a single workstream

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Exhibit D 

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Category Amount

Airfare 537.00 $ 

Hotel 1,034.97 $ 

Meals 116.17 $ 

Technology/Data Storage Fees - $ 

Transportation 247.75 $ 

Subtotal 1,935.89 $ 

Less : Expense Reduction (189.42) $ 

Total Expenses 1,746.47 $ 

EXHIBIT D - EXPENSE SUMMARY

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Exhibit E 

 

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Professional Sum of Hours Sum of Fees

Allison, Roger 0.9 472.50 

Carter, Rich 67.9 38,591.80 

Cervantes, Pablo 26.5 11,262.50 

Chester, Monte 64.6 25,840.00 

Collier, Laura 135.2 70,980.00 

DiNatale, Trevor 471.2 273,980.00 

Dominguez, Carlo 25.7 9,637.50 

Erlach, Nicole 3.7 1,480.00 

Fiore, Nick 0.8 440.00 

Gigante, Gerard 187.4 81,631.60 

Gilleland, Jeffrey 0.7 367.50 

Harmon, Kara 266.6 177,205.10 

Herriman, Jay 416.8 385,520.20 

Hertzberg, Julie 36.1 34,329.90 

Kiekhaefer, Paul 3.9 1,267.50 

Koncar, John 9.1 4,531.80 

McCarthy, Julia 36.8 15,640.00 

McGee, Cally 1.5 600.00 

McNulty, Emmett 222.4 89,564.00 

Nash, Joseph 2.6 1,040.00 

O'Donnell, Kevin 55.0 23,410.00 

Onserio, Rachel 7.1 2,307.50 

Pena, Vincent 101.0 47,975.00 

Pogorzelski, Jon 1.8 720.00 

Potesta, Tyler 11.2 6,300.00 

Sagen, John 93.1 34,935.30 

Salierno, Thomas 96.8 36,645.00 

Shah, Rushabh 77.5 43,632.50 

Sharp, Christopher 16.4 6,970.00 

Sigman, Claudia 14.4 5,760.00 

Simoneaux, Nicole 233.5 99,237.50 

Tammerine, Nick 23.2 12,760.00 

Traylor, Markus 154.9 65,845.10 

VanHorn, Eric 66.3 33,150.00 

Wadzita, Brent 155.5 66,189.90 

Warren, Bria 97.6 36,600.00 

Waters, Erik 27.9 11,578.50 

Wirtz, Paul 155.3 84,863.80 

Zeiss, Mark 294.8 186,377.70 

Claim Management Subtotal 3,663.70 2,029,639.70 $ 

Less : Fee Discount (202,963.97) $ 

Less : Fee Reductions1 $ (12,083.48)

Claim Management Total 1,814,592.25 $ 

EXHIBIT E - LIST OF PROFESSIONALS BY MATTER

Claim Management

Advise and assist the Debtors in questions and processes regarding the claims 

reconciliation process: notably, claims planning process, potential claim 

analysis, review of claims filed against the Debtors and other claim related 

items. 

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Professional Sum of Hours Sum of Fees

Professional Sum of Hours Sum of Fees

Corbett, Natalie 31.5 7,875.00 

Grussing, Bernice 32.4 10,714.00 

Herriman, Jay 47.2 42,589.80 

Hertzberg, Julie 8.9 8,653.00 

Napoliello, Mary 1.0 325.00 

Zeiss, Mark 6.9 4,276.20 

Fee Applications Subtotal 127.9 74,433.00 $ 

Less : Fee Discount (7,443.30) $ 

Less : Fee Reductions - $ 

Fee Applications Total 66,989.70 $ 

Professional Sum of Hours Sum of Fees

Carter, Rich 0.7 403.90 

Collier, Laura 0.9 472.50 

DiNatale, Trevor 8.1 4,842.50 

Harmon, Kara 36.5 25,482.50 

Herriman, Jay 55.7 52,480.10 

Hertzberg, Julie 9.8 9,383.30 

McNulty, Emmett 1.1 440.00 

Potesta, Tyler 1.3 747.50 

Wadzita, Brent 0.3 132.30 

Wirtz, Paul 5.0 2,750.00 

Zeiss, Mark 0.7 472.50 

Meetings Subtotal 120.10 97,607.10 $ 

Less : Fee Discount (9,760.71) $ 

Less : Fee Reductions - $ 

Meetings Total 87,846.39 $ 

Meetings

Participate in meetings with Debtors, PROMESA Board Representatives 

and/or advisors to present findings or discuss various matters related to the 

claims process.

1 Includes reductions as the result of discussions with the fee examiner as 

well as a reduction agreed upon for a single workstream

Fee Applications

Prepare monthly and interim fee applications in accordance with court 

guidelines.

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Exhibit F 

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Interim No. Compensation Period Interim Fees Requested Budgeted Fees Variance Variance Percentage

4th interim 8/9/18 - 9/30/18 $ 1,060,449

5th interim 10/1/18 - 1/31/19 $ 2,458,501

6th interim 2/1/19 - 5/31/19 $ 2,404,274

7th interim 6/1/19 - 9/30/19 $ 1,933,160

8th interim 10/1/19 - 1/31/20 $ 2,359,199

9th interim 2/1/20 - 5/31/20 $ 3,509,187 $ (240,813) 3,750,000 $ -6.42%

10th interim 6/1/20 - 9/30/20 $ 2,588,748 $ (325,752) 2,914,500 $ -11.18%

11th interim 10/1/20 - 1/31/21 $ 2,225,994 $ (52,006) 2,278,000 $ -2.28%

12th interim 2/1/21 - 5/31/21 $ 4,092,449 $ (61,880) 4,154,329 $ -1.49%

13th Interim 6/1/21 - 9/30/21 $ 4,366,163 $ 201,746 4,164,417 $ 4.84%

14th Interim 10/1/2021 - 1/31/2022 $ 4,797,383 $ 640,291 4,157,092 $ 15.40%

15th Interim 2/1/2022 - 5/31/2022 $ 2,173,305 2,364,718 $ $ 8.81% 191,413

16th Interim 6/1/2022-9/30/2022 $ 220,500 175,752 $ $ -20.29% (44,748)

17th Interim 10/1/2022-12/6/2022 $ 108,000 37,944 $ $ -64.87% (70,056)

2 A&M's first budget estimates were provided in February 2020

EXHIBIT F - BUDGET & STAFFING PLAN1, 2

1 A&M did not budget on a Debtor basis. The budget and staffing plan provides a summary for fees requested for CPR,ERS, HTA & PBA. Beginning with the 

16th Interim application period, A&M provided a budget for just HTA. The budget and staffing plan provides a summary for fees requested and budget solely 

for HTA beginning with the 16th interim fee application period.

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