Hearing Date: December 6, 2023 at 8:30 a.m. (ET) / 9:30 a.m. (AST) 

Objection Deadline: August 3, 2023 at 4:00 p.m. (ET) / 4:00 p.m. (AST) 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

------------------------------------------------------------------------- x 

 : 

In re: : 

 : 

THE FINANCIAL OVERSIGHT AND : PROMESA 

MANAGEMENT BOARD FOR PUERTO RICO, : Title III 

 : 

 as representative of : Case No. 17-BK-3283 (LTS) 

 : 

THE COMMONWEALTH OF PUERTO RICO, et al., : (Jointly Administered) 

 : 

Debtors.1

 : 

------------------------------------------------------------------------- X 

NOTICE OF HEARING ON EIGHTEENTH INTERIM FEE APPLICATION OF ZOLFO 

COOPER, LLC, AS FINANCIAL ADVISOR TO OFFICIAL COMMITTEE OF 

UNSECURED CREDITORS, FOR SERVICES RENDERED AND REIMBURSEMENT 

OF EXPENSES FOR THE PERIOD FROM 

FEBRUARY 1, 2023 THROUGH MAY 31, 2023 

PLEASE TAKE NOTICE that a hearing on the annexed Eighteenth Interim Fee 

Application of Zolfo Cooper, LLC, as Financial Advisor to Official Committee of Unsecured 

Creditors, for Services Rendered and Reimbursement of Expenses for Period from February 1, 

2023 through May 31, 2023 (the “Application”) filed by the Official Committee of Unsecured 

Creditors of all title III Debtors (other than PBA and COFINA), pursuant to section 1103(a)(1) of 

the Bankruptcy Code, made applicable to these cases by section 301 of the Puerto Rico 

 

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-BK3283 (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-5233) (Last Four Digits of Federal Tax ID: 3801). 

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 1 of 29
-2- 

Oversight, Management and Economic Stability Act of 2016 or “PROMESA”, will be held 

before the Honorable Laura Taylor Swain, United States District Court Judge, at the United 

States District Court for the District of Puerto Rico, in Room 3, 150 Carlos Chardón Street, 

Federal Building, Office 150, San Juan, Puerto Rico 00918-1767 on December 6, 2023 at 8:30 

a.m. (ET) / 9:30 a.m. (AST) (the “Hearing”).

PLEASE TAKE FURTHER NOTICE that any responses or objections (“Objections”) 

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

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

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

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

Rules for the District of Puerto Rico, and (b) by all other parties in interest, on a CD-ROM, in 

text-searchable portable document format (PDF), to the extent applicable, and shall be served in 

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

Reimbursement of Expenses of Professionals [Docket No. 3269] (the “Interim Compensation 

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

Compensation Order) no later than August 3, 2023 at 4:00 p.m. (ET) / 4:00 p.m. (AST) (the 

“Objection Deadline”). 

[Remainder of page intentionally left blank.] 

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 2 of 29
-3- 

PLEASE TAKE FURTHER NOTICE that, in accordance with the Interim 

Compensation Order, if no Objections are timely filed, and if the Fee Examiner issues the Fee 

Examiner Report (as defined in the Interim Compensation Order) recommending approval of the 

Application in full or in part, the court may grant the Application without a hearing. 

Dated: July 14, 2023 

 

/s/ G. Alexander Bongartz

PAUL HASTINGS LLP 

Luc. A. Despins, Esq. (Pro Hac Vice) 

Andrew V. Tenzer, Esq. (Pro Hac Vice) 

G. Alexander Bongartz, Esq. (Pro Hac Vice) 

200 Park Avenue 

New York, New York 10166 

Telephone: (212) 318-6000 

lucdespins@paulhastings.com 

andrewtenzer@paulhastings.com 

alexbongartz@paulhastings.com 

Counsel to the Official Committee of Unsecured Creditors

- and - 

/s/ Juan J. Casillas Ayala 

CASILLAS, SANTIAGO & TORRES LLC 

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

Diana M. Batlle-Barasorda, Esq., USDC - PR 213103 

Alberto J. E. Añeses Negrón, Esq., USDC - PR 302710 

Ericka C. Montull-Novoa, Esq., USDC - PR 230601 

El Caribe Office Building 

53 Palmeras Street, Ste. 1601 

San Juan, Puerto Rico 00901-2419 

Telephone: (787)523-3434 

jcasillas@cstlawpr.com 

dbatlle@cstlawpr.com 

aaneses@cstlawpr.com 

emontull@cstlawpr.com 

Local Counsel to Official Committee of Unsecured Creditors 

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 3 of 29
UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

------------------------------------------------------x 

: 

In re: : PROMESA

: Title III

THE FINANCIAL OVERSIGHT AND : 

MANAGEMENT BOARD FOR : 

PUERTO RICO, : Case No. 17 BK 3283 (LTS) 

 : 

as representative of : Jointly Administered

: 

THE COMMONWEALTH OF : 

PUERTO RICO, et al., : 

: 

Debtors1. : 

: 

------------------------------------------------------x 

EIGHTEENTH INTERIM APPLICATION OF ZOLFO COOPER, LLC, FINANCIAL 

ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF THE 

COMMONWEALTH OF PUERTO RICO FOR ALLOWANCE OF COMPENSATION 

FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE 

PERIOD FROM FEBRUARY 1, 2023 THROUGH MAY 31, 2023 

Name of Applicant: Zolfo Cooper, LLC 

Authorized to Provide Professional Services 

to: 

The Official Committee of Unsecured 

Creditors of the Commonwealth of Puerto 

Rico

Date of Retention: Nunc Pro Tunc to June 27, 2017 

Period for Which 

Compensation and Reimbursement is Sought: February 1, 2023 through May 31, 2023 

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); (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); and (vi) Puerto Rico Public Buildings Authority

(“PBA”) (Bankruptcy Case No. 19-BK-5233) (Last Four Digits of Federal Tax ID: 3801).

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 4 of 29
Amount of Interim Compensation Sought as 

Actual, Reasonable, and Necessary: $501,461.502

Amount of Interim Expense Reimbursement 

Sought as Actual, Reasonable, and Necessary: $0.00 

Are your fee or expense totals different from 

the sum of previously-served monthly 

statements? 

No

Blended hourly rate in this application for all 

professionals: $1,006.453

This is an interim application. 

Number of professionals with time included in this application: 5 

Are any timekeeper’s hourly rates higher than those charged and approved upon retention: Yes4

2

 As part of an agreement with the Fee Examiner, Zolfo Cooper agreed to a $153.00 fee reduction with respect to 

its Seventeenth Interim Fee Application. This reduction was taken in May 2023. While ZC is seeking allowance

of all its fees incurred during the Application Period, it is only seeking payment of $401,169.20 which

represents 80% of the $501,461.50. ZC reserves its rights to seek relief from the court to the extent any 

outstanding fees and expenses that are due and payable are not paid on the terms set forth in the Interim 

Compensation Order.

3

 ZC’s blended hourly rate for the amounts sought to be paid hereunder is $804.91. 

4

 As stated in Zolfo Cooper’s engagement letter, Zolfo Cooper reviews its standard hourly rates semi-annually.

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 5 of 29
MONTHLY FEE REQUESTS TO DATE

Date 

Submitted

Monthly 

Period 

Covered

Requested

Fees (80%) 

Requested 

Expenses 

(100%)

Fees Paid Expenses 

Paid

20% Fee 

Holdback

First Interim Fee Period (June 27, 2017 through September 30, 2017)

9/27/17 6/27/17 -

7/31/17 

$854,002.20 $9,009.70 $854,002.20 $9,009.70 $213,500.55

10/20/17 8/1/17-

8/31/17

$787,880.80 $26,379.03 $787,880.80 $26,379.03 $196,970.20

12/5/17 9/1/17 -

9/30/17 

$471,130.40 $2,983.96 $471,130.40 $2,983.96 $117,782.60

Total $2,113,013.40 $38,372.69 $2,113,013.40 $38,372.69 $528,253.35

Second Interim Fee Period (October 1, 2017 through January 31, 2018)

12/5/17 10/1/17 -

10/31/17

$356,697.60 $940.405 $356,697.60 $940.70 $89,174.40

1/10/18 11/1/17 -

11/30/17

$423,968.80 $1,251.36 $432,968.80 $1,251.36 $105,992.20

2/15/18 12/1/17 -

12/31/17

$296,904.80 $1,900.18 $296,904.80 $1,900.18 $74,226.20

3/16/18 1/1/18 -

1/31/18

$495,133.20 $5,633.73 $495,133.20 $5,633.73 $123,783.30

Total $1,572,704.40 $9,725.67 $1,572,704.40 $9,725.67 $393,176.10

Third Interim Fee Period (February 1, 2018 through May 31, 2018) 

4/27/18 2/1/18 –

2/28/18

$499,252.80 $2,066.05 $499,252.80 $2,066.05 $124,813.20

5/17/18 3/1/18 –

3/31/18

$650,565.40 $10,502.26 $650,565.40 10,502.26 $162,641.35

6/22/18 4/1/18 –

4/30/18

$750,454.40 $1,603.57 $750,454.40 $1,603.57 $187,613.60

7/13/18 5/1/18 –

5/31/18

$628,712.80 $5,123.74 $628,712.80 $5,123.74 $157,178.20

Total $2,528,985.40 $19,295.62 $2,528,985.40 $19,295.62 $632,246.35

Fourth Interim Fee Period (June 1, 2018 through September 30, 2018)

8/21/18 6/1/18 -

6/30/18

$ 491,842.00 $240.89 $ 491,842.00 $240.89 $ 122,960.50

10/4/18 7/1/18-

7/31/18

$ 436,098.40 $2,974.55 $ 436,098.40 $2,974.55 $ 109,024.60

11/1/18 8/1/18 –

8/31/18

$ 445,514.00 $118.38 $ 445,514.00 $118.38 $ 111,378.50

11/15/18 9/1/18 -

9/30/18

$ 369,031.60 $58.86 $ 369,031.60 $58.86 $ 92,257.90

Total $1,742,486.00 $ 3,392.68 $1,742,486.00 $ 3,392.68 $ 435,621.50

5

 Zolfo Cooper credited the $0.30 in excess of the fee examiner’s expense guidelines for photocopying expenses

against expense amounts payable under ZC’s February 2018 monthly fee statement. 

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 6 of 29
Date 

Submitted

Monthly 

Period 

Covered

Requested 

Fees (80%)

Requested 

Expenses 

(100%)

Fees Paid Expenses 

Paid

20% Fee 

Holdback

Fifth Interim Fee Period (October 1, 2018 through January 31, 2019)

12/21/18 10/1/18 –

10/31/18

$420,340.00 $4,527.23 $420,340.00 $4,527.23 $105,085.00

2/1/19 11/1/18 –

11/30/18

$237,777.60 $3.83 $237,777.60 $3.83 $59,444.40

3/14/19 12/1/18 –

12/31/18

$240,797.60 $63.54 $240,797.60 $63.54 $60,199.40

3/15/19 1/1/19 –

1/31/19

$319,826.00 $4,074.00 $319,826.00 $4,074.00 $79,956.50

Total $1,218,741.20 $8,668.60 $1,218,741.20 $8,668.60 $304,685.30

Sixth Interim Fee Period (February 1, 2019 through May 31, 2019)

6/10/19 2/1/19 –

2/28/19

$314,147.60 $380.96 $314,147.60 $380.96 $78,536.90

6/10/19 3/1/19 –

3/31/19

$394,104.40 $98.40 $394,104.40 $98.40 $98,526.10

7/3/19 4/1/19 –

4/30/19

$560,333.20 $452.82 $560,333.20 $452.82 $140,083.30

7/15/19 5/1/19 –

5/31/19

$499,670.00 $3,631.95 $499,670.00 $3,631.95 $124,917.50

Total $1,768,255.20 $4,564.13 $1,768,255.20 $4,564.13 $442,063.80

Seventh Interim Fee Period (June 1, 2019 through September 30, 2019)

8/23/19 6/1/19 –

6/30/19

$415,317.60 $668.51 $415,317.60 $668.51 $103,829.40

9/27/19 7/1/19 –

7/31/19

$404,785.20 $397.52 $404,785.20 $397.52 $101,196.30

10/31/19 8/1/19 –

8/31/19

$297,838.80 $0.00 $297,838.80 $0.00 $74,459.70

11/14/19 9/1/19 –

9/30/19

$323,480.20 $75.60 $323,480.20 $75.60 $84,465.90

Total $1,441,421.80 $1,141.63 $1,441,421.80 $1,141.63 $363,951.30

Eighth Interim Fee Period (October 1, 2019 through January 31, 2020)

1/9/20 10/1/19 –

10/31/19

$516,260.80 $2,618.87 $516,260.80 $2,618.87 $129,065.20

1/16/20 11/1/19 –

11/30/19

$187,738.00 $3,065.51 $187,738.00 $3,065.51 $46,934.50

2/27/20 12/1/19 –

12/31/19

$176,699.60 $14.15 $176,699.60 $14.15 $44,174.90

3/13/20 1/1/20 –

1/31/20

$238,584.00 $3,064.07 $238,584.00 $3,064.07 $59,646.00

Total $1,119,282.40 $8,762.60 $1,119,282.40 $8,762.60 $279,820.60

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 7 of 29
Date 

Submitted

Monthly

Period 

Covered

Requested 

Fees (80%)

Requested 

Expenses 

(100%)

Fees Paid Expenses 

Paid

20% Fee 

Holdback

Ninth Interim Fee Period (February 1, 2020 through May 31, 2020)

4/24/20 2/1/20 –

2/29/20

$212,124.00 $14.88 $212,124.00 $14.88 $53,031.00

5/14/20 3/1/20 –

3/31/20

$223,204.00 $963.86 $223,204.00 $963.86 $55,801.00

6/4/20 4/1/20 –

4/30/20

$206,645.60 $0.00 $206,645.60 $0.00 $51,661.40

7/9/20 5/1/20 –

5/31/20

$131,532.80 $27.48 $131,532.80 $27.48 $32,883.20

Total $773,506.40 $1,006.22 $773,506.40 $1,006.22 $193,376.60

Tenth Interim Fee Period (June 1, 2020 through September 30, 2020)

8/6/20 6/1/20 –

6/30/20

$172,712.00 ($649.01) $172,712.00 ($649.01) $43,178.00

9/11/20 7/1/20 –

7/31/20

$137,818.40 $19.51 $137,818.40 $19.51 $34,454.60

10/9/20 8/1/20 –

8/31/20

$108,103.60 $5.76 $108,103.60 $5.76 $27,025.90

10/29/20 9/1/20 –

9/30/20

$105,778.00 $0.00 $105,778.00 $0.00 $26,444.50

Total $524,412.00 ($623.74) $524,412.00 ($623.74) $131,103.00

Eleventh Interim Fee Period (October 1, 2020 through January 31, 2021)

12/11/20 10/1/20 –

10/31/20

$115,723.60 $9.38 $115,723.60 $9.38 $28,930.90

1/8/21 11/1/20 –

11/30/20

$89,357.60 $0.00 $89,357.60 $0.00 $22,339.40

2/12/21 12/1/20 –

12/31/20

$101,796.80 $0.00 $101,796.80 $0.00 $25,449.20

3/11/21 1/1/21 –

1/31/21

$127,221.20 $0.00 $127,221.20 $0.00 $31,805.30

Total $434,099.20 $9.38 $434,099.20 $9.38 $108,524.80

Twelfth Interim Fee Period (February 1, 2021 through May 31, 2021)

4/8/21 2/1/21 –

2/28/21

$151,593.20 $0.00 $151,593.20 $0.00 $37,898.30

5/6/21 3/1/21 –

3/31/21

$168,072.80 $0.00 $168,072.80 $0.00 $42,018.20

6/24/21 4/1/21 –

4/30/21

$138,316.40 $0.00 $136,241.65 $0.00 $34,579.10

7/8/21 5/1/21 –

5/31/21

$189,817.20 $0.00 $189,817.20 $0.00 $47,454.30

Total $647,799.60 $0.00 $647,799.60 $0.00 $161,949.90

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 8 of 29
Date 

Submitted

Monthly

Period 

Covered

Requested 

Fees (80%)

Requested 

Expenses 

(100%)

Fees Paid Expenses 

Paid

20% Fee 

Holdback

Thirteenth Interim Fee Period (June 1, 2021 through September 30, 2021)

8/20/21 6/1/21 –

6/30/21

$302,014.80 $0.00 $302,014.80 $0.00 $75,503.70

8/26/21 7/1/21 –

7/31/21

$194,147.60 $0.00 $194,147.60 $0.00 $48,536.90

9/16/21 8/1/21 –

8/31/21

$116,642.40 $0.00 $116,642.40 $0.00 $29,160.60

11/11/21 9/1/21 –

9/30/21

$112,843.20 $0.00 $112,843.20 $0.00 $28,210.80

Total $725,648.00 $0.00 $725,648.00 $0.00 $181,412.00

Fourteenth Interim Fee Period (October 1, 2021 through January 31, 2022)

12/2/21 10/1/21 –

10/31/21

$162,132.80 $0.00 $162,132.80 $0.00 $40,533.20

1/6/21 11/1/21 –

11/30/21

$149,536.00 $0.00 $149,536.00 $0.00 $37,384.00

1/27/22 12/1/21 –

12/31/21

$65,885.20 $0.00 $65,885.20 $0.00 $16,471.30

2/24/22 1/1/22 –

1/31/22

$99,306.40 $0.00 $99,306.40 $0.00 $24,826.60

Total $476,860.40 $0.00 $476,860.40 $0.00 $119,215.10

Fifteenth Interim Fee Period (February 1, 2022 through May 31, 2022)

3/24/22 2/1/22 –

2/28/22 $78,785.60 $0.00 $78,785.60 $0.00 $19,696.40

5/5/22 3/1/22 –

3/31/22 $98,705.20 $0.00 $98,705.20 $0.00 $24,676.30

6/2/22 4/1/22 –

4/30/22 $76,328.00 $0.00 $76,328.00 $0.00 $19,082.00

6/30/22 5/1/22 –

5/31/22 $50,486.40 $0.00 $50,486.40 $0.00 $12,621.60

Total $304,305.20 $0.00 $304,305.20 $0.00 $76,076.30

Sixteenth Interim Fee Period (June 1, 2022 through September 30, 2022)

7/28/22 6/1/22 –

6/30/22 $33,955.20 $0.00 $33,955.20 $0.00 $8,488.80

8/25/22 7/1/22 –

7/31/22 $36,439.20 $0.00 $36,439.20 $0.00 $9,109.80

10/12/22 8/1/22 –

8/31/22 $28,462.00 $0.00 $28,462.00 $0.00 $7,115.50

10/26/22 9/1/22 –

9/30/22 $37,477.20 $0.00 $37,477.20 $0.00 $9,369.30

Total $136,333.60 $0.00 $136,333.60 $0.00 $34,083.40

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 9 of 29
Date 

Submitted

Monthly

Period 

Covered

Requested 

Fees (80%)

Requested 

Expenses 

(100%)

Fees Paid Expenses 

Paid

20% Fee 

Holdback

Seventeenth Interim Fee Period (October 1, 2022 through January 31, 2023)

11/21/22 10/1/22 –

10/31/22

$54,860.00 $0.00 $54,860.00 $0.00 $13,715.00

12/14/22 11/1/22 –

11/30/22

$57,643.20 $0.00 $57,643.20 $0.00 $14,410.80

1/12/23 12/1/22 –

12/31/22

$75,944.00 $0.00 $75,944.00 $0.00 $18,986.00

2/16/23 1/1/23 –

1/31/23

$55,161.60 $0.00 $55,161.60 $0.00 $13,790.40

Total $243,608.80 $0.00 $243,608.80 $0.00 $60,902.20

Eighteenth Interim Fee Period (February 1, 2023 through May 31, 2023)

3/22/23 2/1/23 –

2/28//23 $64,096.40 $0.00 $64,096.40 $0.00 $16,024.10

4/19/23 3/1/23 –

3/31/23 $65,738.80 $0.00 $65,738.80 $0.00 $16,434.70

5/18/23 4/1/23 –

4/30/23 $81,512.40 $0.00 $81,512.40 $0.00 $20,378.10

6/29/23 5/1/23 –

5/31/23 $189,821.606 $0.00 $189,821.60 $0.00 $47,455.40

Total $401,169.20 $0.00 $401,169.20 $0.00 $100,292.30

6

 As part of an agreement with the Fee Examiner, Zolfo Cooper agreed to a $153.00 fee reduction with respect to 

its Seventeenth Interim Fee Application. This reduction was taken in May 2023.

Case:17-03283-LTS Doc#:24746 Filed:07/14/23 Entered:07/14/23 18:55:37 Desc: Main

Document Page 10 of 29
PRIOR INTERIM FEE APPLICATIONS 

Date Filed

[Docket No.]

Application 

Period 

Covered

Requested Fees Requested 

Expenses 

Order

[Docket No.]

Fees Allowed and 

Paid

Expenses Allowed 

and Paid

12/15/17

Docket No. 

2041 

6/27/17 –

9/30/17

$2,641,266.75 $38,372.69 Docket No. 

2685

Allowed:

$2,586,174.67

Paid: 

$2,113,013.40

Authorized to be 

paid:

$2,111,816.607

Allowed:

$35,948.30

Paid:

$38,372.69

Authorized to be 

paid:

$35,948.308

3/19/18

Docket No. 

2739

10/1/17 –

1/31/18

$1,965,880.50 $9,725.67 Docket No. 

4200

Allowed:

$1,840,850.50

Paid:

$1,572,704.40 

Authorized to be 

paid: 

$1,572,704.40

Allowed:

$9,661.50

Paid:

$9,725.67

Authorized to be 

paid:

$9,661.509

7/16/18

Docket No. 

3565

2/1/18 –

5/31/18 

$3,161,231.75 $19,295.62 Docket No. 

4508 

Allowed:

$3,016,154.98

Paid:

$2,528,985.40

Authorized to be

paid:

$2,528,985.40

Allowed:

$19,295.62

Paid:

$19,295.62

Authorized to be 

paid:

$19,295.62

11/16/18

Docket No. 

4323

6/1/18 –

9/30/18

$2,178,107.50 $3,392.68 Docket No. 

5654

Allowed:

$2,103,756.60

Paid:

$1,742,486.00

Authorized to be 

paid: 

$1,742,486.00

Allowed:

$3,392.68

Paid:

$3,392.68

Authorized to be 

paid:

$3,392.68

3/18/19 

Docket No. 

5820

10/1/18 –

1/31/19

$1,523,426.50 $8,668.60 Docket No. 

7670

Allowed:

$1,485,471.61 

Paid:

$1,218,741.20

Authorized to be 

paid:

$1,218,741.20

Allowed:

$7,911.87 

Paid:

$8,668.60

Authorized to be 

paid:

$7,911.8710

7

 Zolfo Cooper credited the difference of $1,196.80 against the amounts payable under the February 2018 fee 

statement.

8

 Zolfo Cooper credited the difference of $2,424.39 against the amounts payable under the February 2018 fee

statement.

9

 Zolfo Cooper credited the difference of $64.17 against the amounts payable under the October 2018 fee 

statement.

10 Zolfo Cooper credited the difference of $756.73 against the amounts payable under the May 2019 fee statement.

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Document Page 11 of 29
Date Filed

[Docket No.]

Application 

Period 

Covered

Requested Fees Requested 

Expenses 

Order

[Docket No.] 

Fees Allowed and 

Paid 

Expenses Allowed 

and Paid

7/15/19 

Docket No. 

8003

2/1/19 –

5/31/19 

$2,210,319.00 $4,564.13 Docket No. 

9488

Allowed:

$2,127,016.74

Paid:

$1,768,255.20

Authorized to be 

paid:

$1,768,255.20

Allowed:

$4,564.13

Paid:

$4,564.13 

Authorized to be 

paid:

$4,564.13

11/15/19 

Docket No. 

9218 

6/1/19 –

9/30/19

$1,805,373.10 $1,141.63 Docket No. 

13150

Allowed:

$1,681,623.3511

Paid:

$1,441,421.80

Authorized to be

paid:

$1,441,421.80

Allowed:

$1,141.63

Paid:

$1,141.63

Authorized to be 

paid:

$1,141.63

3/16/20

Docket No. 

12385

10/1/19 –

1/31/20 

$1,399,103.00 $8,762.60 Docket No. 

13824

Allowed:

$1,342,078.8812

Paid:

$1,119,282.40

Authorized to be 

paid:

$1,119,282.40

Allowed:

$8,099.03

Paid:

$8,762.60

Authorized to be 

paid:

$8,099.0313

7/15/20

Docket No. 

13681

2/1/20 –

5/31/20 

$966,883.00 $1,006.22 Docket No. 

15355

Allowed:

$946,498.62 

Paid:

$773,506.40

Authorized to be 

paid:

$772,954.4014

Allowed:

$1,006.22

Paid:

$1,006.22

Authorized to be 

paid:

$1,006.22

11/16/20

Docket No.

15159

6/1/20 –

9/30/20 

$655,515.00 ($623.74) Docket No. 

15971

Allowed:

$642,548.11

Paid:

$524,412.00 

Authorized to be 

paid:

$524,412.00

Allowed:

($623.74)

Paid:

($623.74)

Authorized to be 

paid:

($623.74)

11 Zolfo Cooper temporarily agrees to defer $91,956.50 in fees related to the expert report prepared by London 

Economics International, subject to ongoing discussions with the Fee Examiner. 

12 Zolfo Cooper temporarily agrees to defer $22,123.50 in fees related to the expert report prepared by London 

Economics International, subject to ongoing discussions with the Fee Examiner. 

13 Zolfo Cooper credited the difference of $663.57 against the amounts payable under the June 2020 fee statement.

14 Zolfo Cooper credited the difference of $552.00 against the amounts payable under the November 2020 fee 

statement.

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Document Page 12 of 29
Date Filed

[Docket No.]

Application 

Period 

Covered

Requested Fees Requested 

Expenses 

Order

[Docket No.]

Fees Allowed and 

Paid

Expenses Allowed

and Paid

3/15/21

Docket No. 

16066

10/1/20 –

1/31/21

$542,624.00 $9.38 Docket No. 

17646

Allowed:

$538,985.92 

Paid:

$434,099.20

Authorized to be 

paid:

$434,099.20

Allowed:

$9.38

Paid:

$9.38

Authorized to be 

paid:

$9.38

7/15/21

Docket No. 

17378 

2/1/21 –

5/31/21 

$809,749.50 $0.00 Docket No. 

18625

Allowed:

$806,232.60

Paid:

$647,799.60

Authorized to be 

paid: 

$647,799.60

Allowed:

$0.00

Paid:

$0.00

Authorized to be 

paid:

$0.00

11/15/21

Docket No.

19237

6/1/21 –

9/30/21

$907,060.00 $0.00 Docket No.

20412

Allowed:

$904,348.98

Paid:

$725,648.00

Authorized to be 

paid:

$725,648.00

Allowed:

$0.00

Paid:

$0.00

Authorized to be 

paid:

$0.00

5/26/22

Docket No. 

21037

10/1/21 –

1/31/22 

$596,075.50 $0.00 Docket No.

22393

Allowed:

$595,793.47

Paid:

$476,860.40

Authorized to be 

paid:

$476,860.40

Allowed:

$0.00

Paid:

$0.00

Authorized to be 

paid:

$0.00

7/15/22

Docket No. 

21517

2/1/22 –

5/31/22 

$380,381.50 $0.00 Docket No.

22393

Allowed:

$380,318.26

Paid: 

$304,305.20

Authorized to be 

paid:

$304,305.20

Allowed:

$0.00

Paid:

$0.00

Authorized to be 

paid:

$0.00

11/15/22

Docket No. 

22874

6/1/22 –

9/30/22 

$170,417.00 $0.00 Docket No.

23408

Allowed:

$170,322.14 

Paid: 

$136,333.60

Authorized to be 

paid:

$136,333.60

Allowed:

$0.00

Paid:

$0.00

Authorized to be 

paid:

$0.00

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Document Page 13 of 29
Date Filed

[Docket No.]

Application 

Period 

Covered

Requested Fees Requested 

Expenses 

Order

[Docket No.]

Fees Allowed and 

Paid

Expenses Allowed 

and Paid

3/15/23

Docket No. 

23812

10/1/22 –

1/31/23 

$304,511.00 $0.00 Docket No. 

24548

Allowed:

$304,263.14

Paid:

$243,608.80

Authorized to be 

paid:

$243,455.8015

Allowed:

$0.00

Paid:

$0.00

Authorized to be 

paid:

$0.00

15 Zolfo Cooper credited the difference of $153.00 against the amounts payable under the May 2023 fee statement.

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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

------------------------------------------------------x 

: 

In re: : PROMESA

: TITLE III

THE FINANCIAL OVERSIGHT AND : 

MANAGEMENT BOARD FOR : 

PUERTO RICO, : Case No. 17-BK-3283 (LTS) 

 : 

as representative of : Jointly Administered

: 

THE COMMONWEALTH OF : 

PUERTO RICO, et al., : 

: 

Debtors. 1 : 

: 

------------------------------------------------------x 

EIGHTEENTH INTERIM APPLICATION OF ZOLFO COOPER, LLC, FINANCIAL 

ADVISOR TO THE OFFICAL COMMITTEE OF UNSECURED CREDITORS OF THE 

COMMONWEALTH OF PUERTO RICO, FOR ALLOWANCE OF COMPENSATION 

FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE

PERIOD FEBRUARY 1, 2023 THROUGH MAY 31, 2023 

Zolfo Cooper, LLC2

 (“Zolfo Cooper”, “ZC” or the “Firm”), as financial advisor 

to the Official Committee of Unsecured Creditors of all Title III Debtors (other than PBA and 

COFINA) (the “Creditors’ Committee” or the “Committee”), hereby submits its eighteenth

interim application for compensation and reimbursement of expenses (the “Application”),

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-BK3283 (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-5233) (Last Four Digits of Federal Tax ID: 3801). 

2

 On November 1, 2018, AlixPartners, LLP (“AlixPartners”), a global consulting firm headquartered in New 

York, acquired all of the membership interests of ZC Holdings, LLC and its subsidiaries, including Zolfo 

Cooper. Zolfo Cooper will continue to provide services to the Committee on this matter as Zolfo Cooper, 

operating as a subsidiary of AlixPartners.

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2 

pursuant to sections 316 and 317 of the Puerto Rico Oversight, Management, and Economic 

Stability Act of 2016 (“PROMESA”), 3 section 503(b) of title 11, United States Code (the 

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

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

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

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

professional services performed by ZC for the period from February 1, 2023 through and 

including May 31, 2023 (the “Application Period”) and for reimbursement of its actual and 

necessary expenses incurred during the Application Period. In support thereof, ZC respectfully 

represents as follows:

I. PRELIMINARY STATEMENT

1. ZC, as financial advisor to the Committee, has worked diligently with the 

Committee to advise them on a host of critical issues attendant to these Title III cases. Among 

other things, ZC has been integrally involved in: 

(a) Analyzing the Debtors’ liquidity positions; 

(b) Discussions with advisors to the Oversight Board and AAFAF; 

(c) Analyzing the nature and extent of the Debtors’ unsecured claims 

pools; 

(d) Assisting Paul Hastings in analysis integral to the Committee’s 

litigation strategy; 

(e) Reviewing and analyzing the amended disclosure statement and plan of 

adjustment for PREPA; and 

(f) Analyzing, evaluating and monitoring PREPA’s transformation, 

general unsecured claims, PREPA’s liquidity and financial reporting 

packages. 

3

 References to PROMESA are references to 48 U.S.C. §§ 2101 et. seq.

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3 

2. ZC has performed these services in an economic, effective, and efficient manner 

commensurate with the complexity and importance of the issues involved. For example, the 

work performed by ZC was carefully assigned to appropriate professionals or paraprofessionals 

according to the experience and level of expertise required for each particular task.4 

3. In sum, ZC respectfully submits that the services for which it seeks compensation 

in this Application were necessary for and beneficial to the Committee, the Debtors, and their 

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

creditors during the pendency of these title III cases. The results obtained to date have benefited 

not only the Committee but also the Debtors and their creditors. Accordingly, in light of the 

nature and complexity of these title III cases, ZC’s charges for professional services performed 

and expenses incurred are reasonable under applicable standards. For all these reasons, ZC

respectfully requests that the Court grant the Application and allow interim compensation for 

professional services performed and reimbursement for expenses as requested.

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

the following Exhibits: 

• Exhibit A contains a summary of ZC’s timekeepers included in this Application.

• Exhibit B contains a summary of the compensation requested by project category 

and matter number. 

• Exhibit C contains detailed time descriptions by matter category.5

4

 As noted, ZC has agreed to reduce its total fees by an amount equal to 20% of the overall case fees (with the 

precise fees to be waived to attain the 20% reduction to be designated by ZC (in its sole discretion) in 

connection with the final fee application process). For the avoidance of doubt, ZC seeks allowance of 

$501,461.50 (i.e., 100% of fees for services rendered during the Application Period less the agreed upon 

$153.00 fee reduction with respect to ZC’s Seventeenth Interim Fee Application), but payment of only 

$401,169.20, reflecting 80% of the fees for services rendered, plus 100% of the expenses allowed pursuant to 

the Interim Compensation Order in the amount of $0.00 during the Application Period (to the extent such 

amounts have not been paid before the hearing scheduled on this Application). 

5 Due to confidentiality restrictions, ZC cannot publicly disclose the substance of the issues addressed in 

mediation. Moreover, at the request of the mediation team, ZC has redacted all references to specific mediation 

issues in its time descriptions attached to this Application.

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4 

• Exhibit D contains a summary of expenses incurred during the Application 

Period. 

• Exhibit E contains a detailed listing of expenses incurred during the Application 

Period. 

II. BACKGROUND

5. On May 3, 2017, the Financial Oversight and Management Board for Puerto Rico 

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

a voluntary petition for relief pursuant to section 304 (a) of PROMESA (the “Commonwealth 

Title III Case”). Thereafter, the Oversight Board commenced a Title III case for each of 

COFINA, the Employees Retirement System of the Government of the Commonwealth of Puerto 

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

Title III Case”), the Puerto Rico Electric Power Authority (“PREPA Title III Case”), and PBA

(and together with the Commonwealth Title III Case, the “Title III Cases”).6 By orders dated 

June 29, 2017 [Docket No. 537] and October 6, 2017 [Docket No. 1417], the Court approved the 

joint administration of the Title III Cases.

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

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

Creditors [Docket No. 338]. On June 27, 2017, the Committee selected Zolfo Cooper as 

financial advisor to the Committee.

7. On July 11, 2017, the Committee filed the Application of The Official Committee 

of Unsecured Creditors of Commonwealth of Puerto Rico for Entry of Order Authorizing 

Employment and Retention of Zolfo Cooper, LLC as Financial Advisor, Effective as of June 27, 

2017 [Docket No. 615] (the “Retention Application”). 

6

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

Case.

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5 

8. On August 10, 2017, the Court entered the Order Authorizing Official Committee 

of Unsecured Creditors of Commonwealth of Puerto Rico to Employ and Retain Zolfo Cooper, 

LLC as Financial Advisor, Effective as of June 27, 2017 [Docket No. 1001] (the “Retention 

Order”).

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

Compensation and Reimbursement of Expenses of Professionals (as amended, the “Interim 

Compensation Order”).7

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

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

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

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

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

Case. 

11. The Retention Order authorized ZC 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 Zolfo Cooper under this 

Order shall be an administrative expense.” In addition, as provided in the Retention Order, the 

Oversight Board has consented to the Debtors’ payment of ZC’s fees and expenses sought to be 

paid hereunder. 

12. ZC has agreed to reduce its fees by an amount equal to 20% of the total overall 

fees in connection with ZC’s final fee application, with the precise fees to be waived to attain 

7

 The Interim Compensation Order was most recently amended on April 12, 2022 [Docket No. 20546].

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6 

the 20% reduction to be designated by ZC (in its sole discretion) in connection with the final fee 

application process. For that reason, ZC is only seeking payment of 80% of its unpaid fees (to 

the extent such amount has not been paid before the hearing scheduled on this Application), but 

allowance of 100% of its fees.

13. 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 (the “Fee Examiner Order”) [Docket No. 1416]. The Court appointed Brady 

Williamson as the Fee Examiner in the Title III Cases.

14. This is ZC’s eighteenth interim fee application, covering the period from February

1, 2023 through May 31, 2023. All services for which compensation is requested were 

performed for or on behalf of the Committee. 

III. JURISDICTION AND VENUE

15. This Court has jurisdiction over this matter pursuant to section 306(a) of 

PROMESA. Venue is proper in this Court pursuant to section 307(a) of PROMESA. 

IV. BILLING PRACTICES

16. ZC hereby seeks compensation in accordance with its customary practices and in 

accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, Local 

Rules, Interim Compensation Order, and U.S. Trustee Guidelines. 

17. ZC charges for its professional services based on actual hours expended to 

perform its services at standard hourly rates established for each employee, which hourly rates 

are subject to adjustment semi-annually. It is the customary practice of the Firm to bill clients for 

travel time consistent with the guidelines of the jurisdiction. Therefore, ZC has applied a 50% 

discount rate to non-working travel time billed. ZC records time entries in six-minute 

increments. ZC’s fees reflect economies resulting from the use of paraprofessional and support 

personnel to develop schedules and analyses, input computer data, perform research, work on fee 

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7 

applications, and other activities necessary to the efficient administration of this case. ZC does 

not include support services in the Firm’s overhead for the purpose of establishing billing rates. 

Billing rates are generally representative of prevailing market rates, as awarded by other courts 

in similar circumstances, based on the customary compensation charged by comparably skilled 

practitioners in bankruptcy and non-bankruptcy engagements. 

18. ZC charges for reasonably incurred, out-of-pocket expenses, including, but not

limited to, costs of reproduction at the lesser of $0.10 per page or cost and other direct expenses. 

Except in certain instances which may be listed in the expense detail attached hereto, all 

expenses are billed at actual cost, exclusive of amortization of the cost of any investment, 

equipment or capital outlay. 

19. ZC maintains contemporaneous records of the time expended and out-of-pocket

expenses incurred in support of its billings for services. 

V. COMPENSATION AND REIMBURSEMENT REQUEST

20. By this application ZC seeks interim allowance of compensation for professional

services rendered to the Committee during the Application Period in the aggregate amount of 

$501,461.508 and expense reimbursements in the aggregate amount of $0.00. These amounts are 

allocated among the Commonwealth Title III Case, the HTA Title III Case, the ERS Title III 

Case, and the PREPA Title III Case as follows:

8

 For the avoidance of doubt, while ZC has agreed to reduce its fees by an amount equal to 20% of the total fees 

sought to be paid in connection with ZC’s final fee application, the precise fees to be waived to attain the 20% 

reduction to be designated by ZC (in its sole discretion) in connection with the final fee application process.

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8 

Application Period Fees Expenses Total

Commonwealth Title III Case $14,830.50 $0.00 $14,830.50

PREPA Title III Case 486,784.00 0.00 486,784.00

HTA Title III Case 0.00 0.00 0.00

ERS Title III Case 0.00 0.00 0.00

Total $501,614.50 $0.00 $501,614.50

Less Agreed Upon 

Reductions

($153.00) $0.00 ($153.00)

Total Less Reductions $501,461.50 $0.00 $501,461.50

21. The Committee has approved the amounts requested by ZC for services 

performed and expenses incurred in each of the monthly fee statements for the periods of (i) 

February 1, 2023 through February 28, 2023, (ii) March 1, 2023 through March 31, 2023, (iii) 

April 1, 2023 through April 30, 2023, and (iv) May 1, 2023 through May 31, 2023 (“Monthly 

Fee Statements”) submitted to, among others, the Oversight Board, AAFAF, the Fee Examiner 

and the U.S. Trustee during the Application Period. 

22. As of the date of filing this Application and in accordance with the Interim 

Compensation Order, ZC has received payments totaling $401,169.20, for services rendered 

during the Application Period, which consists of $64,096.40 (representing 80% of the 

$80,120.50 in total fees incurred for the month of February 2023), $65,738.80 (representing 80% 

of the $82,173.50 in total fees incurred for the month of March 2023), $81,512.40 (representing 

80% of the $101,890.50 in total fees incurred for the month of April 2023) and $189,821.60 

(representing 80% of the $237,277.009 in total fees incurred for the month of May 2023). In 

total, ZC has submitted Monthly Fee Statements, during the Application Period, for professional 

fees in the amount of $401,169.20 (representing 80% of the $501,461.50 in professional fees 

9

 As part of an agreement with the Fee Examiner, Zolfo Cooper agreed to a $153.00 fee reduction with respect to 

its Seventeenth Interim Fee Application. This reduction was taken in May 2023.

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9 

incurred by ZC during the Application Period). Accordingly, as of the date of this Application, 

no amounts remain unpaid. 

VI. SUMMARY OF PROFESSIONAL SERVICES RENDERED

23. Pursuant to the Local Rules and U.S. Trustee Guidelines, ZC classified all 

services performed for which compensation is sought into separate categories. ZC placed the 

services performed in the matter category that best relates to the services provided. Although 

certain services may relate to one or more matter category, services are only included in one 

matter category. The following paragraphs highlight key services rendered by ZC during the 

Application Period in certain matter categories where ZC has expended a considerable number of 

hours on behalf of the Committee, and are not meant to be a detailed description of all of the 

work performed by ZC. 

17 PREPA Title III Hours 480.7

During the Application Period, ZC devoted significant time and effort with respect 

to PREPA related matters. ZC reviewed and analyzed materials relating to the 

PREPA Title III Case, including PREPA’s amended disclosure statement and plan of 

adjustment along with documents uploaded into the document depository, publicly 

available financial information and court filings. ZC professionals also spent 

considerable time assisting counsel with the PREPA bondholder claim estimation 

litigation including analysis of expert reports and underlying models, preparing 

questions for and attending depositions and performing research and creating 

analyses to include in a declaration. Additional time was spent analyzing and 

reviewing PREPA’s liquidity reports, quarterly budget to actual reports, general 

unsecured claims and assisting counsel with matters related to the PREPA plan and 

disclosure statement. ZC also spent time preparing for and participating in meetings

with the Creditors’ Committee and advisors to the Oversight Board and the 

Commonwealth. Additional time was spent monitoring PREPA’s transformation. 

24. ZC believes that the fees and expenses requested are reasonable, and all amounts 

requested are for actual and necessary services rendered on behalf of the Committee. 

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10

25. ZC has agreed to reduce its fees by an amount equal to 20% of the total overall 

fees in connection with ZC’s final fee application, with the precise fees to be waived to attain 

the 20% reduction to be designated by ZC (in its sole discretion) in connection with the final fee 

application process. For that reason, ZC is only seeking payment of 80% of its unpaid fees (to 

the extent such amount has not been paid before the hearing scheduled on this Application), but 

allowance of 100% of its fees.

26. ZC has not entered into any agreement, express or implied, with any other party 

for the purpose of fixing or sharing fees or other compensation to be paid for professional 

services rendered in these cases. No promises have been received by ZC or any member thereof 

as to compensation in connection with these cases other than in accordance with the provisions 

of the Bankruptcy Code.

VII. ALLOWANCE OF COMPENSATION

27. Section 316 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 of PROMESA also sets forth the criteria for the award of such compensation and 

reimbursement:

(a) In determining the amount of reasonable compensation to be awarded 

to a professional person, the court shall consider the nature, the extent, 

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

including:

(i) the time spent on such services;

(ii) the rates charged for such services;

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

beneficial at the time at which the service was rendered toward 

the completion of, a case under this chapter;

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(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.

For all of the foregoing reasons, ZC believes the amounts herein are reasonable in light of the 

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

VIII. NOTICE

28. In accordance with the Interim Compensation Order, ZC will provide notice of 

this Application to (i) the attorneys for the Oversight Board, Proskauer Rose LLP and O’Neill & 

Borges LLC; (ii) the attorneys for the Puerto Rico Fiscal Agency and Financial Advisory 

Authority, O’Melveny & Myers LLP and Marini Pietrantoni Muniz LLC; (iii) the Office of the 

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

Committee of Unsecured Creditors, Paul Hastings LLP and Casillas, Santiago & Torres LLC; (v) 

the attorneys for the Official Committee of Retired Employees, Jenner & Block LLP and

Bennazar, Garcia & Milian, C.S.P; (vi) Puerto Rico Department of Treasury; (vii) the Fee 

Examiner, Brady Williamson; and (viii) counsel to the Fee Examiner, Godfrey & Kahn, S.C. and 

EDGE Legal Strategies, PSC. In addition, the notice of hearing with respect to this Application 

will be served on all parties that have filed a notice of appearance in the Title III Cases.

[Remainder of page intentionally left blank.]

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IX. CONCLUSION

WHEREFORE, ZC respectfully requests entry of an order (i) allowing ZC’s claims for

fees and expenses for professional services rendered during the Application Period in the amount 

of $501,461.50 and expense reimbursements in the amount of $0.00; (ii) directing the Debtors’ 

payment of the difference between the sum of 80% of the fees allowed plus 100% of the 

expenses allowed and the amounts previously paid by the Debtors pursuant to the Interim 

Compensation Order; and (iii) granting ZC such other and further relief as is just. 

Dated: July 14, 2023 

 New York, New York 

/s/ Scott R. Martinez 

Scott R. Martinez 

ZOLFO COOPER, LLC

909 Third Avenue 

New York, NY 10022 

(212) 561-4000

Financial Advisor to the Committee 

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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

------------------------------------------------------------------------- x

:

In re: :

:

THE FINANCIAL OVERSIGHT AND : PROMESA

MANAGEMENT BOARD FOR PUERTO RICO, : Title III

:

as representative of : Case No. 17-BK-3283 (LTS)

:

THE COMMONWEALTH OF PUERTO RICO, et al., : (Jointly Administered)

:

Debtors.1 :

------------------------------------------------------------------------- x

DECLARATION OF SCOTT R. MARTINEZ IN SUPPORT OF EIGHTEENTH

INTERIM FEE APPLICATION OF ZOLFO COOPER, LLC, AS FINANCIAL ADVISOR

TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES FOR PERIOD FROM 

FEBRUARY 1, 2023 THROUGH MAY 31, 2023 

Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), I, Scott R. Martinez, declare that the following is true to the best of my knowledge, 

information, and belief: 

1. I am an authorized signatory for Zolfo Cooper, LLC (“Zolfo Cooper”), a New 

Jersey limited liability company, in connection with this matter. I make this Declaration in 

support of the Eighteenth Interim Application of Zolfo Cooper, LLC, Financial Advisor to 

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-BK3283 (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-5233) (Last Four Digits of Federal Tax ID: 3801). 

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-2- 

Official Committee of Unsecured Creditors, for Services Rendered and Reimbursement of 

Expenses for the Period from February 1, 2023 through May 31, 2023 (the “Application”).2 

2. The facts set forth in this Declaration are based upon my personal knowledge, 

discussions with other Zolfo Cooper professionals, and the firm’s client/matter records that were 

reviewed by me or Zolfo Cooper professionals acting under my supervision and direction. 

3. 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 conform with the Bankruptcy Code, the 

Bankruptcy Rules, the U.S. Trustee Guidelines, and the Local Rules (collectively, the 

“Guidelines”), and (b) the compensation and reimbursement of expenses are billed at rates no 

less favorable to the Debtors than those customarily employed by Zolfo Cooper generally. 

4. ZC has agreed to reduce its fees by an amount equal to 20% of the total overall 

fees in connection with ZC’s final fee application, with the precise fees to be waived to attain the 

20% reduction to be designated by ZC (in its sole discretion) in connection with the final fee 

application process. For that reason, ZC is only seeking payment of 80% of its unpaid fees (but 

allowance of 100% of its fees).

2 Capitalized terms used but not defined herein have the meanings set forth in the Application.

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5. 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 14

th day of July, 2023 

_/s/ Scott R. Martinez___________ 

Scott R. Martinez

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