UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

 

In re 

) 

) 

PROMESA 

Title III 

) 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

) 

) 

) 

) 

No. 17 BK 3283-LTS 

(Jointly Administered) 

As a representative of ) 

) 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

Re: ECF No. 23202, 24383, 24413 

) 

NOTICE OF PRESENTMENT OF ORDER REGARDING CITIGROUP GLOBAL 

MARKETS, INC. REQUEST FOR PREPA TRANSACTION FEE 

PLEASE TAKE NOTICE that on May 31, 2023, the Fee Examiner filed the Fee 

Examiner’s Report on Uncontested Professional Fee Matters for Consideration in Connection 

with the June 8, 2023, Omnibus Hearing [Dkt. No. 24383] (the “Fee Examiner Report”). 

PLEASE TAKE FURTHER NOTICE that on June 5, 2023, the Court issued the Order 

Concerning Fee Examiner’s Report on Uncontested Professional Fee Matters for Consideration 

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) and (vi) Puerto Rico Public Buildings Authority 

(“PBA”) (Bankruptcy Case No. 19-BK-5523- LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case 

numbers are listed as Bankruptcy Case numbers due to software limitations). 

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in Connection with the June 8, 2023, Omnibus Hearing [Dkt. No. 24413] (the “Citigroup 

Order”). 

PLEASE TAKE FURTHER NOTICE that the Fee Examiner and counsel appeared at 

the June 8, 2023, omnibus hearing to address the Court regarding the Citigroup Order and, in 

light of discussions on the record at the June 8, 2023 omnibus hearing, the Fee Examiner hereby 

submits on presentment the proposed Order Regarding Citibank Global Markets, Inc. Request 

for PREPA Transaction Fee (the “Proposed Order”), attached to this Notice as Exhibit A. 

PLEASE TAKE FURTHER NOTICE that, pursuant to paragraph III.G of the Sixteenth 

Amended Case Management Procedures [Dkt. No. 20190-1] (the “Case Management 

Procedures”), “the presentment of a proposed order for administrative relief must be filed and 

served at least seven (7) calendar days before the presentment date, and Objections thereto must 

be filed and served at least one (1) calendar day before the presentment date,” and accordingly, 

unless a written objection is filed with the Court by 4:00 Atlantic Standard time on June 20, 

2023, the Proposed Order may be entered without further hearing. 

PLEASE TAKE FURTHER NOTICE that, copies of all documents filed in these Title 

III cases are available (a) free of charge by visiting https://cases.ra.kroll.com/puertorico or by 

calling +1 (844) 822-9231, and (b) on the Court’s website at http://www.prd.uscourts.gov, 

subject to the procedures and fees set forth therein. 

WE HEREBY CERTIFY that on this date, we electronically filed the foregoing notice 

with the Clerk of the Court using the CM/ECF system that will send notification of such filing to 

all attorneys of record registered in the use of the CM/ECF system. 

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Dated this 13th day of June, 2023. 

EDGE Legal, LLC 

 s/Eyck O. Lugo 

Eyck O. Lugo 

252 Ponce de León Avenue 

Citibank Tower, 12th Floor 

San Juan, PR 00918 

Telephone: (787) 522-2000 

Facsimile: (787) 522-2010 

Puerto Rico Counsel for Fee Examiner 

GODFREY & KAHN, S.C. 

One East Main Street, Suite 500 

Madison, WI 53703 

Telephone: (608) 257-3911 

Facsimile: (608) 257-0609 

Katherine Stadler (Pro Hac Vice Approved) 

Counsel for the Fee Examiner 

29475183.2 

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EXHIBIT A

Proposed Order 

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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 a representative of 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

Re: Dkt. No. 23202

[PROPOSED] ORDER REGARDING CITIGROUP GLOBAL MARKETS, INC. 

REQUEST FOR PREPA TRANSACTION FEE 

This matter coming before the Court on the Sixteenth Interim Application of Citigroup 

Global Markets Inc. for Allowance of PREPA Transaction Fee [Dkt. No. 23202] (the 

“Application”), pursuant to section 316 of the Puerto Rico Oversight, Management and 

Economic Stability Act (“PROMESA”), 48 U.S.C. §§ 2101-2241, and Rule 2016 of the Federal 

Rules of Bankruptcy Procedure, for the interim allowance of certain fees requested by Citigroup 

Global Markets, Inc. (“Citigroup”) in connection with the Transition and Distribution System 

Operation and Maintenance Agreement transaction between PREPA and LUMA Energy (the 

“PREPA Transaction Fee”), filed in accordance with the Third Amended Order Setting 

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) 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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Procedures for Interim and Final Compensation and Reimbursement of Expenses of Professionals

[Dkt. No. 20546] (the “Interim Compensation Order”), the Sixteenth Amended Notice, Case 

Management and Administrative Procedures [Dkt. No. 20190-1] (the “Case Management 

Procedures”), and the First Amended Order Pursuant to PROMESA Sections 316 and 317 and 

Bankruptcy Code Section 105(A) Appointing a Fee Examiner and Related Relief [Dkt. No. 3324] 

(the “Fee Examiner Order”), and the Court having reviewed the Application, issued a related 

order, and discussed the Application with the Fee Examiner’s counsel on the record at the June 8, 

2023 omnibus hearing; now therefore 

IT IS HEREBY ORDERED THAT: 

1. Citigroup shall, no later than June 30, 2023, file an amended Application 

requesting Court approval of the PREPA Transaction Fee, captioned, “Amended Application of 

Citigroup Global Markets, Inc. for Allowance of PREPA Transaction Fee”(the “Amended 

Application”); and 

2. Citigroup shall, no later than June 30, 2023, file a declaration from a 

Citigroup principal in support of the Amended Application that: 

(a.) Attaches all engagement agreements between Citigroup and the Financial 

Oversight & Management Board for Puerto Rico (the “Oversight Board”) dated 

between January 27, 2017 and the date of this Order; and 

(b.) Describes the circumstances under which, and the process by which, Citigroup and 

the Oversight Board agreed on the PREPA Transaction Fee provisions as part of the 

Third Amended and Restated Engagement Letter dated October 7, 2020 and 

subsequent amendments; and 

(c.) Attaches any materials Citigroup provided to or received from the Oversight Board 

to substantiate the amount of the PREPA Transaction Fee and/or to establish the 

event(s) that would trigger payment of the PREPA Transaction Fee. 

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3. Upon timely receipt of the materials outlined in paragraph 2, above, the Fee 

Examiner shall review the reasonableness and necessity of the PREPA Transaction Fee pursuant to 

PROMESA §§ 316 and 317 and report his findings to the Court in connection with the August 30, 

2023 omnibus hearing. 

Dated: June ____, 2023. 

 

THE HONORABLE LAURA TAYLOR SWAIN 

UNITED STATES DISTRICT COURT JUDGE 

29475650.1 

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