180620 FIRST AMENDED FEE EXAMINER ORDER.DOCX VERSION JUNE 20, 2018 1 

UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

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

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al., 

 Debtors.1

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

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

FIRST AMENDED ORDER PURSUANT TO PROMESA 

SECTIONS 316 AND 317 AND BANKRUPTCY CODE 

SECTION 105(A) APPOINTING A FEE EXAMINER AND RELATED RELIEF 

Upon the Court is the Motion of the Fee Examiner to Amend the Fee Examiner 

Order with Respect to the Scope of the Fee Examiner’s Authority in the Interest of 

Administrative Efficiency (Docket Entry No. 3032, the “Motion,” as amended by Docket Entry 

No. 3132). After careful consideration of the Motion and a hearing on June 6, 2018, the Court 

has determined, for the reasons stated on the record of the hearing, that the Motion should be 

granted to the extent that it seeks to (i) allow the Fee Examiner and his counsel to undertake the 

review of fees for services provided outside of these Title III cases and seeks amendment of the 

 

1

 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case 

 number and the last four (4) digits of each Debtor’s federal tax identification number, as 

 applicable, are the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3283-

 LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax Financing 

 Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of 

 Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) 

 (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) 

 Employees Retirement System of the Government of the Commonwealth of Puerto Rico 

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

 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 

 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747). (Title III case numbers are 

 listed as Bankruptcy Case numbers due to software limitations). 

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180620 FIRST AMENDED FEE EXAMINER ORDER.DOCX VERSION JUNE 20, 2018 2 

Fee Examiner Order to establish that the Fee Examiner’s assignment extends to all fee requests 

filed in these Title III cases (subject to the limitations discussed above), whether or not the 

services provided were directly related to these Title III cases or provided before a formal 

engagement and (ii) apply the Fee Examiner Order to all professionals that file Applications in 

the Title III cases seeking compensation and expenses under PROMESA sections 316 and 317 

for services rendered whether or not such services were provided before the execution of any 

formal engagement document or order, and that the Motion should be denied without prejudice 

in all other respects. It is HEREBY ORDERED THAT: 

1. The Motion is GRANTED in part to extent provided herein and denied without 

prejudice in all other respects. 

2. The Fee Examiner is ordered, in consultation with the relevant professionals and 

counsel for the Oversight Board, AAFAF, and the official committees, to develop and present a 

proposal to the Court to resolve the concerns the Fee Examiner has noted at paragraphs 9 through 

22 of the Motion, addressing the fee applications of McKinsey & Company, Andrew Wolfe, and 

other de minimis and flat fee professionals and reiterating and amending the provisions of the 

Order Pursuant to PROMESA Sections 316 and 317 and Bankruptcy Code Section 105(A) 

Appointing a Fee Examiner and Related Relief (Docket Entry No. 1416). 

The Appointment of the Fee Examiner 

3. Brady Williamson shall continue his appointment as Fee Examiner in the title III 

cases (and in all other title III cases filed by affiliates of the Debtors that are or become jointly 

administered with these title III cases, if any). 

4. If the Fee Examiner position becomes vacant, the United States Trustee, after 

consultation with the Debtors and Statutory Committees, shall recommend a successor for 

appointment by the Court. 

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180620 FIRST AMENDED FEE EXAMINER ORDER.DOCX VERSION JUNE 20, 2018 3 

5. This Order applies to all professionals that will file Applications in the title III 

cases (and in all other title III cases filed by affiliates of the Debtors that are or become jointly 

administered with these title III cases, if any) seeking compensation and expenses under 

PROMESA sections 316 and 317 for services rendered whether or not such services are directly 

in connection with the title III cases and whether or not such services were provided before the 

execution of any formal engagement document or order, but only to the extent such services are 

included in the filed Applications. The foregoing shall not be deemed to require a professional 

performing non-title III services to file a fee application in the title III cases with respect to such 

services. 

Responsibilities and Authority of the Fee Examiner 

6. The Fee Examiner shall, among other things, review and report on, as appropriate, 

the Applications filed by the professionals. 

7. The Fee Examiner is responsible for monitoring, reviewing, and assessing all 

Applications for compliance with: 

a. The Motion; 

b. PROMESA sections 316 and 317; 

c. Rule 2016(a) of the Federal Rules of Bankruptcy Procedure; 

d. The Local Bankruptcy Rules; 

e. The Interim Compensation Order (as amended); and 

f. U.S. Trustee Guidelines. 

8. The Fee Examiner has the authority to: 

a. Continue to develop case-specific guidelines supplementing, but not in 

conflict with, the authorities listed above; 

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b. Continue to establish procedures to facilitate preparation and review of the 

Applications, including; 

i. the use of specific forms and billing codes; 

ii. the submission of Applications to the Fee Examiner by electronic mail 

contemporaneously with the filing of each Application; and 

iii. the submission to the Fee Examiner by electronic mail of the fee detail 

containing the time entries and the expense detail (“Fee Detail”) in the 

LEDES electronic format (for law firms) or Excel spreadsheets (for all 

professionals other than law firms). The Fee Examiner and any 

professional submitting data in Excel will work together to ensure the 

Fee Detail contains all necessary information. Fee Detail should be 

submitted contemporaneously with the submission of each 

Application. 

c. Continue to establish procedures to resolve disputes with the professionals 

concerning the Applications, including: 

i. Communicating concerns to the professionals about their Applications 

and requesting further information as appropriate; 

ii. Presenting confidential reports to the professionals of the Fee 

Examiner’s review of Applications describing the Fee Examiner’s 

concerns; 

iii. Providing a copy of the Fee Examiner’s reports to the U.S. Trustee; 

iv. Negotiating with the professionals any concerns the Fee Examiner has 

concerning Applications; and 

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v. Resolving consensually any concerns the Fee Examiner has about 

Applications, subject to the Court’s approval. 

d. Request budgets and staffing plans from the professionals. Any budgets 

requested shall not limit the amount of fees or expenses that may be allowed 

or restrict the extent or scope of services that a professional may determine are 

necessary to fulfill professional responsibilities. 

e. Appear and be heard on any matter before this Court or an appellate court 

regarding the Applications, including but not limited to: 

i. Filing comments and summary reports with the Court on Applications; 

ii. Objecting to Applications and litigating the objections; 

iii. Conducting discovery, including filing and litigating discovery 

motions or objections; and 

iv. Appealing, defending an appeal, or appearing in an appeal regarding 

an Application. 

f. Retain professionals to represent or assist the Fee Examiner with his work 

under standards and procedures analogous to section 327 of the Bankruptcy 

Code and to have them compensated by the Debtors under standards and 

procedures analogous to those that apply to the professionals, including but 

not limited to PROMESA sections 316 and 317. 

Cooperation of Retained Professionals 

9. Professionals shall cooperate with the Fee Examiner in the discharge of his duties 

and shall promptly respond to requests from the Fee Examiner for information. 

10. If a professional or its client provides privileged or work product information to 

the Fee Examiner and identifies the nature of such information to the Fee Examiner, the Fee 

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Examiner shall treat such information as confidential. The disclosure of such information to the 

Fee Examiner shall not be deemed to be a waiver by the disclosing party of any applicable work 

product, attorney client, or other privilege. See also Stipulated Disclosure Agreement and 

Protective Order. [Dkt. No. 2832]. 

Fee Examiner Compensation and Reimbursement of Expenses 

11. The Fee Examiner shall be entitled to reasonable compensation, including 

reimbursement of reasonable, actual, and necessary expenses, from the Debtors. The Fee 

Examiner’s compensation and reimbursement shall be subject retrospectively to Court approval 

under standards and procedures analogous to those that apply to the professionals. 

12. The Fee Examiner shall file interim and final fee applications under standards and 

procedures analogous to sections 316 and 317 of PROMESA. 

13. The Fee Examiner is required to keep reasonably detailed time records and submit 

them with any interim or final fee application along with a narrative summary of services 

rendered. 

14. The Fee Examiner’s compensation and terms of appointment attached as 

Exhibit B to the Urgent Motion of the United States Trustee Pursuant to PROMESA Section 316 

and 317 and Bankruptcy Code Section 105(A) for Entry of Order Appointing a Fee Examiner 

and Related Relief [Dkt. No. 1296] are hereby re-approved. 

Exculpation 

15. The Fee Examiner shall be given the maximum immunity permitted by law from 

civil actions for all acts taken or omitted in the performance of his duties. In addition to such 

immunity, no action may be commenced against the Fee Examiner in connection with Fee 

Examiner matters except in this Court and only with the prior approval of this Court, which 

retains exclusive jurisdiction. 

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Reservations of Rights and Jurisdiction 

16. Nothing in this Order shall alter or impair the right of the United States Trustee or 

any party in interest to object to Applications subject to this Order. Nothing in this Order shall 

alter or modify prior orders governing the retention of professionals. 

17. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order. 

18. This Order resolves docket entry no. 3032. 

SO ORDERED. 

Dated: June 20, 2018 

/s/ Laura Taylor Swain 

 LAURA TAYLOR SWAIN

 United States District Judge 

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