Estimated Hearing Date: August 30, 2023 at 9:30 a.m. (Atlantic Standard Time) 

 Objection Deadline: August 10, 2023 at 4:00 p.m. (Atlantic Standard Time)

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 COMMONWEALTH OF PUERTO RICO, et al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17-BK-3283-LTS 

(Jointly Administered)

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY, 

 Debtor. 

PROMESA 

Title III 

Case No. 17-BK-3567-LTS 

This Application relates only to 

HTA, and shall be filed in the 

lead case No. 17-BK-3283-LTS 

and HTA’s Title III Case 

(Case No. 17-BK-3567-LTS) 

SUMMARY SHEET TO 

FIFTEENTH INTERIM FEE APPLICATION OF 

PROSKAUER ROSE LLP FOR COMPENSATION FOR 

SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED AS ATTORNEYS FOR THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, AS TITLE III REPRESENTATIVE 

OF THE DEBTOR, THE PUERTO RICO HIGHWAYS & TRANSPORTATION 

AUTHORITY, FOR THE PERIOD FEBRUARY 1, 2022 THROUGH MAY 31, 2022 

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); 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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2 

Schedule 1

Summary of Fees and Expenses Paid to Date and the Balance of Fees and 

Expenses for which Allowance and Payment is Requested for the Compensation Period 

Name of Applicant: Proskauer Rose LLP (“Proskauer”) 

Retained to Provide 

Professional Services to: 

The Financial Oversight and Management 

Board for Puerto Rico as Title III 

Representative of the Debtor Pursuant to 

PROMESA Section 315(b) 

Period for Which Compensation is Sought: February 1, 2022 through May 31, 2022 (the 

“Compensation Period”) 

Amount of Fees Sought: $2,128,813.60 

Gross-Up Amount:2 -- 

Amount of Expense Reimbursement Sought: $40,603.40 

Total Fees and Expenses 

Sought for Compensation Period: $2,169,417.00 

This is a(n) Monthly X Interim Final Fee Application 

This is the Fifteenth interim fee application filed by Proskauer in the Debtor’s Title III Case. The 

total time expended in connection with the preparation of this interim application is not included 

herein, as additional time was expended after the Compensation Period. 

2

 Previously, Proskauer has requested approval, as part of its fees and expenses, of the amount required to gross up the 

additional tax withholding (the “Gross-Up Amount”) introduced by the Commonwealth legislation (Act 257–2018) 

starting December 10, 2018 (the “Withholding”). Proskauer would only request payment of the Gross-Up Amount 

from the Debtor if and when Proskauer partners receive a determination or objection from the Internal Revenue 

Service that the Withholding does not result in tax credits offsetting the Gross-Up Amount. Based on the 

registration of Proskauer’s Engagement Letter together with discussions with the Puerto Rico government, 

Proskauer believes it will not need a Gross-Up Amount for its fiscal year that commenced November 1, 2021, and is 

not currently requesting its approval. 

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Fifteenth Compensation Period 

February 1, 2022 – May 31, 2022

Statement 

and Date 

Served 

Period 

Covered 

Total Fees 

Incurred 

Fees 

Requested 

(90%) 

Expenses 

Requested 

Fees Paid 

(90%) 

Expenses 

Paid 

Fifty-Ninth 

3/22/2022 

2/1/22 to 

2/28/22 $462,830.80 $416,547.72 $2,542.17 $416,547.72 $2,542.17 

Sixtieth 

4/27/2022

3/1/22 to 

3/31/22 $529,463.20 $476,516.88 $9,323.37 $476,516.88 $9,323.37 

Sixty-First 

5/26/2022 

4/1/22 to 

4/30/22 $536,886.70 $483,198.03 $7,245.32 $483,198.03 $7,245.32 

Sixty-Second 

6/24/2022 

5/1/22 to 

5/31/22 $599,632.90 $539,669.61 $21,492.54 $539,669.61 $21,492.54 

Totals: $2,128,813.60 $1,915,932.24 $40,603.40 $1,915,932.24 $40,603.40 

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Additional information required pursuant to the United States Trustee Guidelines for Reviewing 

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

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

Trustee: 

Blended Rate in This Application for All 

Attorneys: 

$886.793

Blended Rate in This Application for All 

Timekeepers: 

$828.04 

Compensation Sought in this Application 

Already Paid Pursuant to Monthly 

Compensation Statements but Not Yet 

Allowed: 

$1,915,932.24 

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed: 

$40,603.40 

 

Number of Professionals Included in this 

Application:4

55 

Number of Professionals in This Application 

NOT Included in Staffing Plan Approved by 

Client:5

N/A 

If Applicable, the Difference Between Fees 

Budgeted and Compensation Sought for This 

Application Period: 

N/A 

Number of Professionals Billing Fewer than 15 

Hours to the Case During This Application 

Period: 

27 

Any Rates Higher than Those Approved or 

Disclosed when Retained? If yes, calculate 

and disclose the total compensation sought in 

this Application using the rates originally 

disclosed at retention. 

No. Proskauer’s November 25, 2016 

engagement letter with the Oversight Board 

(the “Engagement Letter”) provides that 

Proskauer’s rates increase each year “on 

January 1 by the lower of the percentage rate 

increase we announce, and four percent.” 

(Engagement Letter at 1–2). Pursuant to the 

Engagement Letter, Proskauer’s rates increased 

3

 This rate excludes non-attorneys (e.g., paralegals) and includes e-discovery attorneys. 

4 As used herein, the term “professionals” includes all timekeepers. The term “paraprofessionals,” as used in this 

Application, only includes non-attorneys. 

5

 As noted in the Staffing Plan for the Compensation Period at Exhibit D-2 of the Application, the number of 

timekeepers expected to work on this matter during the Compensation Period was 56, and thus the actual number of 

timekeepers was 1 fewer than anticipated. 

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5 

4% effective January 1, 2022, yielding a new 

flat rate for attorneys (partners, senior counsel, 

and associates) of $887 per hour, for ediscovery attorneys of $438 per hour, and for 

paraprofessionals of $303 per hour. 

Proskauer gave notice of this rate increase by 

filing its Engagement Letter on the ECF system 

and providing sworn certifications, attached to 

Proskauer’s eighth and tenth interim 

applications as Exhibit A [Case No. 17-3283, 

ECF Nos. 12827 and 16146]. In addition, on 

December 9, 2021, Proskauer filed the Notice of 

Annual Hourly Rate Adjustment Pursuant to 

Engagement Letter, Dated November 25, 2016, 

of Proskauer Rose LLP, as Attorneys for the 

Financial Oversight and Management Board 

for Puerto Rico [Case No. 17-3283, ECF No. 

19457], providing additional notice of 

Proskauer’s automatic 2022 rate adjustment 

pursuant to the Engagement Letter. Rates have 

not increased during the Compensation Period. 

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Schedule 2 

Summary of Professional Services Rendered by 

Timekeeper for the Period February 1, 2022 through May 31, 2022 

NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE6

HOURS 

BILLED

FEES 

BILLED

PARTNERS 

Barak, Ehud BSGR&B7 – 2010 $887 1.40 $1,241.80 

Bienenstock, Martin J. BSGR&B – 1978 $887 19.70 $17,473.90 

Brenner, Guy Labor & Employment 

– 2002 $887 2.30 $2,040.10 

Corn, Richard M. Tax – 2005 $887 9.30 $8,249.10 

Dale, Margaret A. Litigation – 1990 $887 8.20 $7,273.40 

Firestein, Michael A. Litigation – 1983 $887 59.20 $52,510.40 

Gerkis, James P. Corporate – 1984 $887 0.10 $88.70 

Hamilton, Martin T. Tax – 2004 $887 5.20 $4,612.40 

Levitan, Jeffrey W. BSGR&B – 1983 $887 155.90 $138,283.30 

Martinez, Carlos E. Corporate – 1988 $887 108.40 $96,150.80 

Mervis, Michael T. Litigation – 1990 $887 33.10 $29,359.70 

Mungovan, Timothy W. Litigation – 1994 $887 17.30 $15,345.10 

Piccirillo, Antonio N. Corporate – 1996 $887 185.20 $164,272.40 

Rappaport, Lary Alan Litigation – 1979 $887 21.30 $18,893.10 

Richman, Jonathan E. Litigation – 1984 $887 0.50 $443.50 

6

 In the ordinary course of business, the standard hourly billing rates for Proskauer professionals and 

paraprofessionals are adjusted annually as of the commencement of the firm’s fiscal year on November 1 to reflect 

economic and other conditions and apply to matters in and out of bankruptcy cases. Pursuant to the Appendix B 

Guidelines, “rate increases” “exclude annual ‘step increases’ historically awarded by the firm in the ordinary course 

to attorneys throughout the firm due to advancing seniority and promotion.” Appendix B Guidelines ¶ B.2.d, n.2. 

Annual step increases are awarded by Proskauer in the ordinary course throughout the firm on May 1. The 

Engagement Letter provides that Proskauer’s rates are increased on January 1 (rather than on November 1) by the 

lower of the percentage rate increase announced as of November 1 and four percent. As of January 1, 2022, the rate 

increase is 4%, yielding a new flat rate for attorneys (partners, senior counsel, associates, and lawyers) of $887 per 

hour, for e-discovery attorneys of $438 per hour, and for paraprofessionals of $303 per hour. Rates have not 

increased during this Compensation Period. 

7

 Business Solutions, Governance, Restructuring & Bankruptcy (“BSGR&B”). 

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NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE6

HOURS 

BILLED

FEES 

BILLED

Rosen, Brian S. BSGR&B – 1983 $887 411.70 $365,177.90 

Snell, Dietrich L. Litigation – 1983 $887 1.40 $1,241.80 

Triggs, Matthew H. Litigation – 1990 $887 27.10 $24,037.70 

Weise, Steven O. Corporate – 1974 $887 41.10 $36,455.70 

Zarb, Frank G. Corporate – 1989 $887 1.50 $1,330.50 

Total for Partners: 1,109.90 $984,481.30 

SENIOR COUNSEL

Alonzo, Julia D. Litigation – 2009 $887 4.60 $4,080.20 

Munkittrick, David A. Litigation – 2011 $887 0.20 $177.40 

Stafford, Laura Litigation – 2012 $887 79.30 $70,339.10 

Total for Senior Counsel: 84.10 $74,596.70 

ASSOCIATES

Esses, Joshua A. BSGR&B – 2017 $887 46.40 $41,156.80 

Fassuliotis, William G. Litigation – 2020 $887 1.60 $1,419.20 

Greenberg, Maximilian A. BSGR&B – 2022 $887 1.70 $1,507.90 

Habenicht, Yomarie S. Tax – 2010 $887 10.60 $9,402.20 

Jones, Erica T. Litigation – 2018 $887 0.60 $532.20 

Kim, Joan Litigation – 2021 $887 0.80 $709.60 

Kim, Mee R. Litigation – 2016 $887 132.50 $117,527.50 

Klein, Reuven C. BSGR&B – N/A8 $887 98.20 $87,103.40 

Ma, Steve BSGR&B – 2014 $887 243.60 $216,073.20 

McGowan, Shannon D. Litigation – 2020 $887 0.60 $532.20 

Meyer, Tony R. Tax – 2022 $887 18.90 $16,764.30 

Osaben, Libbie B. BSGR&B – 2021 $887 107.70 $95,529.90 

Perdiza, Andre F. Corporate – 2015 $887 113.80 $100,940.60 

Samuels, Reut N. Litigation – 2021 $887 0.10 $88.70 

8

 Reuven C. Klein is a first year associate who was not yet admitted to the bar during the Compensation Period. 

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NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE6

HOURS 

BILLED

FEES 

BILLED

Sazant, Jordan BSGR&B – 2018 $887 84.10 $74,596.70 

Seyarto Flores, Briana M. Litigation – 2021 $887 0.40 $354.80 

Skrzynski, Matthew A. BSGR&B – 2017 $887 47.30 $41,955.10 

Sosa, Javier F. Litigation – 2019 $887 28.60 $25,368.20 

Stevens, Elliot R. BSGR&B – 2018 $887 3.40 $3,015.80 

Tocicki, Alyson C. Litigation – 2021 $887 2.00 $1,774.00 

Volin, Megan R. BSGR&B – 2020 $887 38.20 $33,883.40 

Weringa, Ashley M. BSGR&B – 2021 $887 132.30 $117,350.10 

Wheat, Michael K. BSGR&B – 2019 $887 3.70 $3,281.90 

Total for Associates: 1,117.10 $990,867.70 

E-DISCOVERY ATTORNEYS

Peterson, Cathleen P. Professional 

Resources – 1991 $438 1.10 $481.80 

Total for e-Discovery Attorneys: 1.10 $481.80 

PARAPROFESSIONALS

Chernus, Eric R. Professional 

Resources – N/A $303 17.40 $5,272.20 

Cooper, David C. Corporate 

Paralegal – N/A $303 0.40 $121.20 

Hoffman, Joan K. Litigation 

Paralegal – N/A $303 53.30 $16,149.90 

Monforte, Angelo Litigation 

Paralegal – N/A $303 2.80 $848.40 

Oloumi, Nicole BSGR&B 

Paralegal – N/A $303 1.70 $515.10 

Petrov, Natasha BSGR&B 

Paralegal – N/A $303 22.90 $6,938.70 

Schaefer, Shealeen E. Labor & Employment 

Paralegal – N/A $303 159.10 $48,207.30 

Singer, Tal J. BSGR&B 

Paralegal – N/A $303 1.10 $333.30 

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NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE6

HOURS 

BILLED

FEES 

BILLED

Total for Paraprofessionals: 258.70 $78,386.10 

PROFESSIONALS 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Attorneys and Paraprofessionals 

Total: 2,570.90 $2,128,813.60 

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Schedule 3 

Summary of Professional Services Rendered by Project 

Category for the Period February 1, 2022 through May 31, 2022 

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT 

201 

Tasks Relating to the Board, its 

Members, its Staff, its Advisors or its 

Consultants 

3.50 $3,104.50 

202 Legal Research 10.50 $9,313.50 

203 Hearings and Other Non-Filed 

Communications with the Court 1.20 $1,064.40 

204 Communications with Claimholders 10.60 $9,402.20 

205 

Communications with the Commonwealth, 

its Instrumentalities or Representatives of 

the Commonwealth or its Instrumentalities 

4.70 $4,168.90 

206 Documents Filed on Behalf of the Board 96.40 $85,506.80 

207 Non-Board Court Filings 0.50 $443.50 

208 Stay Matters 5.10 $4,523.70 

210 Analysis and Strategy 473.60 $420,083.20 

212 General Administration 239.50 $72,568.50 

215 Plan of Adjustment and Disclosure 

Statement 1,542.40 $1,367,614.90 

216 Confirmation 114.50 $101,561.50 

217 Tax 37.30 $33,085.10 

218 Employment and Fee Applications 20.90 $7,325.50 

219 Appeal 10.20 $9,047.40 

Total for All Project Categories: 2,570.90 $2,128,813.60 

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Schedule 4 

Summary of Actual and Necessary Expenses Incurred 

for the Period February 1, 2022 through May 31, 2022 

EXPENSE CATEGORY AMOUNT BILLED 

Reproduction $1,316.20 

Translation Service $38,771.20 

Westlaw $516.00 

Total: $40,603.40 

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Schedule 5 

Blended Rate Chart 

CATEGORY OF 

TIMEKEEPER 

BLENDED HOURLY RATE 

BILLED 

Domestic offices in which timekeepers 

collectively billed at least 10% of 

the hours to the bankruptcy case 

during the application period, for 

preceding year, excluding bankruptcy

BILLED 

In this fee application9

Partners $1,365 $887 

Senior Counsel $1,136 $887 

Associates (7 or more years 

since first admission) $1,099 $887 

Associates (4–6 years since 

first admission) $988 $887 

Associates (1–3 years since 

first admission) $804 $887 

e-Discovery Attorneys $858 $438 

Paraprofessionals $378 $303 

All Timekeepers 

Aggregated: $1,039 $828.04 

9 See supra note 6. 

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Estimated Hearing Date: August 30, 2023 at 9:30 a.m. (Atlantic Standard Time) 

 Objection Deadline: August 10, 2023 at 4:00 p.m. (Atlantic Standard Time)

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 COMMONWEALTH OF PUERTO RICO, et al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17-BK-3283-LTS 

(Jointly Administered)

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY, 

 Debtor. 

PROMESA 

Title III 

Case No. 17-BK-3567-LTS 

This Application relates only to 

HTA, and shall be filed in the 

lead Case No. 17-BK-3283-LTS, 

and HTA’s Title III Case (Case 

No. 17-BK-3567-LTS) 

FIFTEENTH INTERIM FEE APPLICATION OF 

PROSKAUER ROSE LLP FOR COMPENSATION FOR 

SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED AS ATTORNEYS FOR THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, AS TITLE III REPRESENTATIVE 

OF THE DEBTOR, THE PUERTO RICO HIGHWAYS & TRANSPORTATION 

AUTHORITY, FOR THE PERIOD FEBRUARY 1, 2022 THROUGH MAY 31, 2022 

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); 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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2 

Proskauer Rose LLP (“Proskauer”), attorneys for the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board” or “FOMB”) as Title III 

representative of the Puerto Rico Highways & Transportation Authority (the “Debtor” or “HTA”) 

pursuant to section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”), 2 hereby submits this fifteenth interim application (the “Application”), 3

pursuant to PROMESA sections 316 and 317, Rule 2016 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”),4

 Rule 2016–1 of the Local Bankruptcy Rules for the United 

States Bankruptcy Court for the District of Puerto Rico (the “Local Rules”), and the United States 

Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of 

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

Executive Office for the United States Trustee, 28 CFR Part 58, Appendix B (the “Guidelines”), 

and in accordance with this Court’s Third Amended Order Setting Procedures for Interim and 

Final Compensation and Reimbursement of Expenses of Professionals [ECF No. 20546]5 (the 

“Interim Compensation Order”), for (a) allowance of interim compensation for professional 

services performed by Proskauer for the period commencing February 1, 2022 through and 

including May 31, 2022 (the “Compensation Period”) in the amount of $2,128,813.60, and (b) 

reimbursement of its actual and necessary expenses in the amount of $40,603.40 incurred during 

the Compensation Period. In support of the Application, Proskauer respectfully avers as follows: 

2

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

3

 The Application solely pertains to fees and expenses incurred with respect to the Debtor’s Title III Case and does 

not address fees or expenses incurred with respect to other services performed for the Oversight Board (a) on 

behalf of other Title III debtors, or (b) outside the Title III process. 

4

 The Bankruptcy Rules are made applicable to the Debtor’s Title III Case by PROMESA section 310. 

5

 Unless otherwise expressly indicated, ECF Numbers refer to the docket of the Commonwealth’s Title III Case, 

Case No. 17-BK-3283-LTS. 

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3 

Jurisdiction 

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

subject matter jurisdiction over this Application pursuant to PROMESA section 306(a). 

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

3. The statutory predicates for the relief requested herein are PROMESA sections 316 

and 317. 

Background 

4. On June 30, 2016, the Oversight Board was established under PROMESA section 

101(b). On August 31, 2016, President Obama appointed the Oversight Board’s first seven voting 

members. 

5. Pursuant to PROMESA section 315, “[t]he Oversight Board in a case under this 

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

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

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

PROMESA § 315(a), (b). 

6. On September 30, 2016, the Oversight Board designated the Debtor as a “covered 

entity” under PROMESA section 101(d). 

7. On November 25, 2016, the Oversight Board retained Proskauer at substantial 

discounts to its normal hourly rates, as shown by the Engagement Letter and by Schedule 5

above. 

8. On May 21, 2017, the Oversight Board issued a restructuring certification pursuant 

to PROMESA sections 104(j) and 206 and filed a voluntary petition for relief for HTA pursuant 

to PROMESA section 304(a), commencing a case under Title III thereof (the “Debtor’s Title III 

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4 

Case”). Pursuant to PROMESA section 315(b), the Oversight Board is the Debtor’s 

representative in the Debtor’s Title III Case. 

9. On December 15, 2017, Proskauer filed the First Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period May 21, 2017 through September 30, 2017 [ECF No. 2066] (the “First Interim 

Application”). 

10. On April 9, 2018, Proskauer filed the Second Interim Fee Application of Proskauer 

Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

Attorneys for the Financial Oversight and Management Board for Puerto Rico, as Representative 

of the Debtor, the Puerto Rico Highways and Transportation Authority, for the Period October 1, 

2017 through January 31, 2018 [ECF No. 2874] (the “Second Interim Application”). 

11. On July 16, 2018, Proskauer filed the Third Interim Fee Application of Proskauer 

Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

Attorneys for the Financial Oversight and Management Board for Puerto Rico, as Representative 

of the Debtor, the Puerto Rico Highways and Transportation Authority, for the Period February 

1, 2018 through May 31, 2018 [ECF No. 3576] (the “Third Interim Application”). 

12. On November 16, 2018, Proskauer filed the Fourth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period June 1, 2018 through September 30, 2018 [ECF No. 4284] (the “Fourth Interim 

Application”). 

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13. On May 21, 2019, Proskauer filed the Fifth Interim Fee Application of Proskauer 

Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

Attorneys for the Financial Oversight and Management Board for Puerto Rico, as Representative 

of the Debtor, the Puerto Rico Highways and Transportation Authority, for the Period October 1, 

2018 through January 31, 2019 [ECF No. 7047] (the “Fifth Interim Application”). 

14. On September 20, 2019, Proskauer filed the Sixth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period February 1, 2019 through May 31, 2019 [ECF No. 8739] (the “Sixth Interim 

Application”).

15. On December 20, 2019, Proskauer filed the Seventh Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period June 1, 2019 through September 30, 2019 [ECF No. 9628] (the “Seventh Interim 

Application”).

16. On April 15, 2020, Proskauer filed the Eighth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period October 1, 2019 through January 31, 2020 and Notice of Deferral of Request for Payment 

of Rate Increase [ECF No. 12827] (the “Eighth Interim Application”).

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17. On September 18, 2020, Proskauer filed the Ninth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period February 1, 2020 through May 31, 2020 [ECF No. 14352] (the “Ninth Interim 

Application”).

18. On March 19, 2021, Proskauer filed the Tenth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period June 1, 2020 through September 30, 2020 and Notice of Annual Rate Adjustment Provided 

in Original Engagement Letter [ECF No. 16146] (the “Tenth Interim Application”).

19. On July 29, 2021, Proskauer filed the Eleventh Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period October 1, 2020 through January 31, 2021 [ECF No. 17591] (the “Eleventh Interim 

Application”).

20. On January 5, 2022, Proskauer filed the Twelfth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, for the 

Period February 1, 2021 through May 31, 2021 [ECF No. 19694] (the “Twelfth Interim 

Application”).

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21. On March 31, 2023, Proskauer filed the Thirteenth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Title III Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, 

for the Period June 1, 2021 through September 30, 2021 [ECF No. 23916] (the “Thirteenth 

Interim Application”).

22. On April 14, 2023, Proskauer filed the Fourteenth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as 

Title III Representative of the Debtor, the Puerto Rico Highways and Transportation Authority, 

for the Period October 1, 2021 through January 31, 2022 [17-bk-3567, ECF No. 1482] (the 

“Fourteenth Interim Application”).

23. On March 22, 2022 Proskauer served on the Notice Parties (as defined in the 

Interim Compensation Order) its fifty-ninth monthly fee statement for the period February 1, 

2022 through February 28, 2022. On April 27, 2022, Proskauer served on the Notice Parties its 

sixtieth monthly fee statement for the period March 1, 2022 through March 31, 2022. On May 

26, 2022, Proskauer served on the Notice Parties its sixty-first monthly fee statement for the 

period April 1, 2022 through April 30, 2022. On June 24, 2022, Proskauer served on the Notice 

Parties its sixty-second monthly fee statement for the period May 1, 2022 through May 31, 2022.

24. In accordance with the Interim Compensation Order and as reflected in the 

foregoing summary, Proskauer has requested an aggregate payment of $1,956,535.64 (payment of 

ninety percent (90%) of the compensation sought and reimbursement of one-hundred percent 

(100%) of expenses incurred) and has received $1,956,535.64 with respect to fee statements filed 

during the Compensation Period. 

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Summary of Services Rendered by Proskauer During the Compensation Period 

25. The instant Application is Proskauer’s Fifteenth application for interim 

compensation in the Debtor’s Title III Case. To make the review of Proskauer’s fee applications 

in the pending Title III cases more efficient for the Court and other readers, paragraph 26 of the 

instant Application and the corresponding paragraph in Proskauer’s Fifteenth interim fee 

application in the pending PREPA Title III case are identical and cover the principal activities in 

both Title III cases. 

26. The services rendered during the Compensation Period were essential to achieving 

significant progress in PREPA and HTA’s Title III cases. The continuing coronavirus pandemic 

affecting Puerto Rico and the global economy during this Compensation Period imposed 

additional economic and administrative challenges to the Commonwealth and its covered 

instrumentalities. The Oversight Board remained focused on protecting the health and welfare of 

the people of Puerto Rico, while ensuring that critical businesses remained open to provide for the 

needs of the citizens of the Island. The Oversight Board continued developing strategies for 

reducing the negative impact of the pandemic on the Island’s economy and worked 

collaboratively with the Puerto Rico Government and its agencies to effectively utilize the federal 

funding intended to provide relief and to cover the expenses related to the pandemic. Proskauer 

continued to provide legal and strategic advice to the Oversight Board to help carry out its priority 

of protecting the health, safety, and economic welfare of the people of Puerto Rico. Among 

others, Proskauer’s notable undertakings during this Compensation Period included: 

 Further Development of the HTA Joint Plan of Adjustment and Disclosure 

Statement. The Oversight Board worked with the Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF”), along with other parties in interest, to 

formulate and develop the plan of adjustment for HTA. On May 5, 2021, the 

Oversight Board, as representative of the Commonwealth and HTA in their Title 

III Cases, announced that, following extensive discussions guided by the court 

appointed Mediation Team, it had entered into the HTA/CCDA Related Plan 

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Support Agreement (the “HTA/CCDA PSA”) with certain holders and insurers of 

in excess of $2 billion of claims against HTA, including monoline bond insurers 

Assured Guaranty Corp. and National Public Finance Corporation. The execution 

and delivery of the HTA/CCDA PSA not only cleared a pathway for confirmation 

and consummation of the Commonwealth plan of adjustment, but also resolved 

litigation among the parties to the HTA/CCDA PSA, set forth the terms of 

securities to be issued pursuant to the plans of adjustment for the Commonwealth 

and HTA, and set forth the agreement of the parties to support the terms of a plan 

of adjustment for HTA consistent with the terms of the HTA/CCDA PSA. 

Following the execution of the HTA/CCDA PSA, twenty-two parties executed 

joinders to the HTA/CCDA PSA. As a result of the joinders, the HTA/CCDA 

PSA had the support of over $2.8 billion in HTA bond claims. 

On May 2, 2022, Proskauer, on behalf of the Oversight Board, filed the proposed 

Title III Plan of Adjustment of the Puerto Rico Highways and Transportation 

Authority [Case No. 17-BK-03657, ECF No. 1164] (as amended, supplemented, or 

modified, the “HTA Plan”) and Disclosure Statement for the Title III Plan of 

Adjustment of the Puerto Rico Highways and Transportation Authority [Case No. 

17-BK-03657, ECF No. 1165] (as amended, supplemented, or modified, the “HTA 

Disclosure Statement”). 

Following the filing of the HTA Plan, the Oversight Board continued to meet with 

the Official Committee of Unsecured Creditors (the “UCC”) with the goal of 

attaining an agreement and reaching a fully consensual plan of adjustment for 

HTA. On May 9, 2022, the Oversight Board, as representative of HTA in its Title 

III Case, and the UCC entered into a letter agreement, which among other things, 

set forth the treatment of general unsecured claimholders of HTA and secured the 

UCC’s support of the terms of the plan of adjustment for HTA. On May 16, 2022, 

Proskauer, on behalf of the Oversight Board, filed the proposed Amended Title III 

Plan of Adjustment of the Puerto Rico Highways and Transportation Authority

[Case No. 17-BK-03657, ECF No. 1177] and related Disclosure Statement for the 

Amended Title III Plan of Adjustment of the Puerto Rico Highways and 

Transportation Authority [Case No. 17-BK-03657, ECF No. 1178] which, among 

other things, incorporated the material terms of the letter agreement and revisions 

associated with the issuance of new HTA bonds. 

After the conclusion of the Compensation Period, Proskauer, on behalf of the 

Oversight Board, filed additional amendments to the HTA Plan and HTA 

Disclosure Statement. On June 17, 2022, the Court held a hearing to consider, 

among other things, adequacy of information contained in the Disclosure 

Statement (the “Disclosure Statement Hearing”) and, on June 22, 2022, the Court 

entered an order approving the Disclosure Statement and, among other things, 

scheduling the hearing to consider confirmation of the HTA Plan for August 17–

18, 2022 (the “Confirmation Hearing”). The Confirmation Hearing took place on 

August 17, 2022, and the Court entered an order confirming the HTA Plan on 

October 12, 2022 [Case No. 17-BK-03657, ECF No. 1415]. The HTA Plan 

became effective on December 6, 2022. 

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 Communications with Stakeholders Regarding Steps Toward the Resolution of 

PREPA’s Title III Case. On February 18, 2022, the Ad Hoc Group of PREPA 

Bondholders filed the Urgent Motion of the Ad Hoc Group of PREPA Bondholders 

Pursuant to Section 312 of PROMESA and Section 105 of the Bankruptcy Code to 

Appoint a Mediator and Impose Deadlines for a PREPA Plan of Adjustment [Case 

No. 17-4780, ECF No. 2716], requesting the appointment of a mediator and 

establishment of various deadlines in connection with a proposed plan of 

adjustment for PREPA. Numerous parties submitted objections or other responses 

to the motion. On February 28, 2022, Proskauer submitted the Oversight Board’s 

objection to certain parts of the motion, but did not object to a mediation as long as 

it was inclusive of major stakeholders. 

On March 8, 2022, the Title III Court entered the Order Denying Urgent Motion of 

the Ad Hoc Group of PREPA Bondholders to Appoint a Mediator and Impose 

Deadlines for a PREPA Plan of Adjustment and Directing Additional Consultation 

and Filings [Case No. 17-4780, ECF No. 2748], which, among other things, 

directed the Oversight Board to meet and confer with AAFAF, the Ad Hoc Group, 

and all other major stakeholders and interested parties whose collaboration the 

Oversight Board believed was necessary to construct a proposed plan of 

adjustment for PREPA, and to file a status report regarding its progress by March 

18, 2022. Pursuant to the order, the Oversight Board and AAFAF filed the 

Government Parties’ Status Report in Furtherance of March 8, 2022 Court Order 

Regarding Mediation of a PREPA Plan of Adjustment [Case No. 17-4780, ECF 

No. 2761] informing the Title III Court that the Oversight Board conferred by 

email with counsel to AAFAF, the UCC, the Ad Hoc Group, National Public 

Finance Guarantee Corp., Assured Guaranty Corp. and Assured Guaranty 

Municipal Corp., Syncora Guarantee, Inc., La Union de Trabajadores de La 

Industria Electrica y Riego (“UTIER”), PREPA’s retirement system, and PREPA’s 

Fuel Line Lenders 6 , all of which were supportive of engaging in mediation 

pursuant to a mediation agreement on substantially similar terms to that entered 

into by the mediation parties in connection with the plan of adjustment for the 

Commonwealth. 

On April 8, 2022, Title III Court entered the Order Appointing Mediation Team 

[Case No. 17-4780, ECF No. 2772], appointing the PREPA Mediation Team 

comprised of the Honorable Shelley C. Chapman as lead mediator, the Honorable 

Robert D. Drain, and the Honorable Brendan L. Shannon to facilitate confidential 

negotiations among the PREPA mediation parties. On the same date, the Court 

entered its Order Establishing the Terms and Conditions of Mediation [Case No. 

17-4780, ECF No. 2773]. The Oversight Board participated in mediation 

throughout the Compensation Period. 

6

 Cortland Capital Market Services LLC, as successor administrative agent under a Credit Agreement, dated May 4, 

2012, among PREPA, Scotiabank de Puerto Rico and certain lenders, and certain lenders under a Trade Finance 

Facility Agreement, dated July 20, 2012, between PREPA and Citibank, N.A. (collectively, the “Fuel Line 

Lenders”). 

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 Claim Objections. In connection with proofs of claim filed against the HTA and 

PREPA, Proskauer filed a total of 24 omnibus objections between February 1, 

2022 and May 31, 2022. Proskauer professionals dedicated a significant amount 

of time and effort to the careful review and analysis of the filed claims and 

preparing omnibus objections to those claims, as well as reviewing multiple 

responses and preparing replies in support of the objections. 

 First Circuit Appeal. FOMB v. Vitol S.A, Case No. 21-1987. On December 8, 

2021, Proskauer, on behalf of the Oversight Board as sole representative of 

PREPA, appealed from the Title III Court rulings granting in part and denying in 

part the Oversight Board’s and Vitol’s cross-motions for summary judgment. 

Proskauer submitted the appellate opening brief on May 2, 2022. During the 

pendency of the appeal, the parties worked in good faith to resolve the dispute and 

on July 20, 2022, filed the joint motion to hold the appeal in abeyance pending 

settlement. On August 31, 2022, the appeal was voluntary dismissed with 

prejudice by stipulation between the parties. 

 PV Properties, Inc.’s Motion for Relief from Automatic Stay [Case No. 17-4780, 

ECF No. 2779]. On April 20, 2022, PV Properties, Inc. filed its third motion for 

relief from stay, attempting to compel PREPA to buy renewable energy credits PV 

Properties generates. On June 6, 2022, Proskauer, on behalf of the Oversight Board 

as Title III representative of PREPA, submitted its opposition to the motion and on 

June 29, 2022, the motion was denied. 

 Mediation in connection with Cobra Acquisitions LLC’s Motion for Allowance 

and Payment of Administrative Expense Claims [Case No. 17-3283, ECF No. 

8789]. On September 30, 2019, Cobra Acquisitions LLC filed its Motion for 

Allowance and Payment of Administrative Expense Claims seeking a Title III 

Court order allowing payment of expenses incurred pursuant to two post-petition 

contracts with PREPA for the restoration of Puerto Rico’s power grid devastated 

by hurricanes Irma and Maria. On October 10, 2019, the Oversight Board, PREPA 

and AAFAF filed a joint motion to stay litigation related to the Administrative 

Expense Motion, due to, among other reasons, the criminal indictment of certain 

Cobra and FEMA officials in relation to the contracts. Cobra unsuccessfully 

attempted to lift the stay on several occasions. During the Compensation Period, 

Proskauer, on behalf of the Oversight Board, engaged in negotiations with Cobra 

representatives in an effort to reach an agreement and resolve the dispute. 

27. As part of Proskauer’s involvement in the above matters, Proskauer (a) prepared 

and filed numerous pleadings and briefs in litigation matters; (b) participated in and prepared for 

hearings; (c) researched jurisprudence regarding legal and factual issues, including bankruptcy 

and U.S. Constitutional issues; and (d) performed a myriad of other professional services as 

described in this Application and reflected in Schedule 3 and Exhibit B. 

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28. By this Application, Proskauer seeks an allowance, pursuant to the Interim 

Compensation Order, of (a) $2,128,813.60, as compensation for professional services rendered; 

and (b) $40,603.40 as reimbursement for actual and necessary expenses incurred during the 

Compensation Period in connection with such professional services. Notably, the Application 

reflects aggregate voluntary reductions made during the Compensation Period to Proskauer’s 

requests for compensation and for reimbursement of expenses in the amount of $4,878.50 and 

$375.21 respectively, on top of the sizeable discount embedded in its Engagement Letter with the 

Oversight Board, in which it fixed hourly rates at levels providing in the Compensation Period up 

to 53% discounts on the hourly rates of its most senior partners. 

29. Proskauer maintains computerized records of the time spent by all Proskauer 

attorneys and paraprofessionals in connection with the firm’s representation of the Oversight 

Board as representative of the Debtor. Subject to redaction where necessary to preserve 

mediation confidentiality, copies of the computerized records for the Compensation Period are 

attached hereto as Exhibit B. 

30. Proskauer’s budget and staffing plan for the Compensation Period are attached 

hereto as Exhibit D. 

31. Proskauer’s summary of itemized time records for professionals and 

paraprofessionals performing services for the Oversight Board with respect to the Debtor during 

the Compensation Period is set forth on Schedule 2. The professional services performed by 

Proskauer on behalf of the Oversight Board as representative of the Debtor during the 

Compensation Period required an aggregate expenditure of 1,194.00 recorded hours by 

Proskauer’s partners and senior counsel, 1,117.10 recorded hours by associates, 1.10 recorded 

hours by e-discovery attorneys, and 258.70 recorded hours by paraprofessionals. As required by 

the Guidelines, Exhibit C to this Application shows, for each Project Category (as defined 

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below), a list of professionals who performed services in each Project Category and the aggregate 

recorded hours each professional incurred. In accordance with Guidelines paragraph C.3, 

Proskauer’s blended hourly rates are disclosed in Schedules 1 and 5. The fees charged by 

Proskauer, as set forth in Schedule 2, are in accordance with the firm’s existing billing rates and 

procedures in effect during the Compensation Period, as revised to reflect Proskauer’s 

arrangement with the Oversight Board. The standard rates Proskauer charges for the services 

rendered by its professionals and paraprofessionals in these Title III cases have been reduced to 

reflect the unique circumstances of PROMESA and the position of the Commonwealth of Puerto 

Rico, its instrumentalities, and its residents. Schedules 2 and 5 show the rates Proskauer charges 

on an hourly basis are below the competitive market rates for bankruptcy and non-bankruptcy 

matters charged by the other professionals representing the Commonwealth and statutory 

committees. No Proskauer rates are increased as a result of the geographic location of a 

bankruptcy case (or a Title III case). 

32. All entries itemized in Proskauer’s time records comply with the requirements set 

forth in the Guidelines, including, without limitation, (a) the utilization of project categories (each 

a “Project Category”), (b) a description of each activity or service that each individual performed, 

and (c) the number of hours (in increments of one-tenth of an hour) spent by each individual 

providing the services. Each Project Category is organized in accordance with Guidelines 

paragraph C.8.b. If a Project Category does not appear in a particular application, Proskauer did 

not bill time or expenses for that Project Category during the Compensation Period, but may bill 

time for that Project Category in the future. In addition, only Project Categories for which 

Proskauer billed more than 10 hours during the Compensation Period are summarized in the 

Application. Project Categories for which Proskauer billed less than 10 hours are included in 

Exhibit B. 

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Applicant Statement In Compliance with Appendix B Guidelines Paragraph C.5 

33. The following answers are provided in response to the questions set forth in 

Guidelines paragraph C.5: 

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. 

Response: No. 

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? 

Response: The total fees sought in this Application did not exceed the total budgeted 

fees for the Compensation Period (the fees sought in this Application are 

8.2% below the budgeted fees). 

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

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

Response: No. 

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. 

Response: No, the Application does not include time or fees related to reviewing time 

records or preparing, reviewing or revising invoices in connection with the 

preparation of monthly fee statements. 

Question: Does this fee application include time or fees for reviewing time records to 

redact any privileged or other confidential information? If so, please 

quantify by hours and fees. 

Response: No time was spent redacting time records on account of privilege 

concerns. 

Question: If the fee application includes any rate increases since retention: (i) Did 

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

your client agree when retaining the law firm 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? 

Response: Yes. Proskauer’s Engagement Letter with the Oversight Board provides 

that Proskauer’s rates increase each year “on January 1 by the lower of the 

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percentage rate increase we announce, and four percent.” (Engagement 

Letter at 1–2). Pursuant to the Engagement Letter, Proskauer’s rates 

increased 4% effective January 1, 2022, yielding a new flat rate for 

attorneys (partners, senior counsel, and associates) of $887 per hour, for ediscovery attorneys of $438 per hour, and for paraprofessionals of $303 

per hour. Rates have not increased during this Compensation Period. 

Gross-Up Amount 

34. Prior to December 10, 2018, Puerto Rico taxed Proskauer’s fees differently 

depending on whether Proskauer’s timekeepers performed work while physically present in Puerto 

Rico or off-island. Specifically, a 7% withholding tax was assessed (at time of payment) on fees 

derived from work performed while the timekeeper was physically present in Puerto Rico, but not 

on fees derived from work performed outside of Puerto Rico. 

35. On December 10, 2018, Puerto Rico enacted Act 257–2018, amending the Puerto 

Rico tax code and eliminating the differences in tax treatment based on where work was 

performed. Under Act 257–2018, all Proskauer fees incurred on or after December 10, 2018—

regardless of the timekeepers’ physical location—are assessed with a 10% withholding tax at the 

time of payment. 

36. For certain periods prior to Proskauer’s fiscal year beginning November 1, 2020, 

Proskauer requested approval of Gross-Up Amounts which it would request payment of if it did 

not receive federal tax credits offsetting the withholding tax. Proskauer is not requesting such 

approval for periods subsequent to October 31, 2020 based on the registration of its Engagement 

Letter and understandings with the Commonwealth government. In prior Fee Applications, 

Proskauer requested approval for periods prior to October 2020. If it becomes necessary to 

request approval of a Gross-Up Amount for October 2020 or subsequent Compensation Periods, 

Proskauer will make that application at a subsequent time. 

Professionals Billing Fewer Than Five Hours per Month 

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37. The following chart indicates, solely with respect to the Debtor’s Title III Case, 

(a) professionals who billed fewer than five hours per month, (b) the months for which fewer than 

five hours were billed by the professional, and (c) an explanation of why the use of such 

professional was reasonable and necessary. As a general matter, because of the size and 

complexity of the Debtor’s Title III Case, it was reasonable and necessary to consult with 

professionals with specific practice area expertise to assist Proskauer’s core restructuring 

professionals in providing the Debtor with necessary and beneficial professional services. 

Moreover, it was often necessary to consult with professionals more familiar with other aspects of 

the restructuring of Puerto Rico and with specific adversary proceedings to deal with global 

strategic issues and ensure that positions taken by the Oversight Board are consistent across all 

the Title III cases. Furthermore, occasionally the urgency of certain briefing schedules required 

pulling in professionals from different work streams to assist on time-sensitive matters.7

Professional 

Month(s) in 

which less 

than 5 

hours were 

billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Alonzo, Julia D. February, 

March, May 

Ms. Alonzo is a senior counsel in Proskauer’s 

litigation department who advised on drafting the 

disclosure statement for the Debtor’s proposed plan of 

adjustment and drafting the relevant portions of the 

joint status report in the Metropistas Appeal. 

Barak, Ehud February, 

May 

Mr. Barak is a partner in Proskauer’s BSGR&B group 

who advised on retention of the Oversight Board’s 

experts for the Debtor’s Confirmation Hearing and on 

issues related to the Commonwealth-HTA loan. 

Bienenstock, Martin J. March 

Mr. Bienenstock is a partner in Proskauer’s BSGR&B 

group who advised on issues related to the 

Commonwealth-HTA loan. 

7

 Many of the professionals listed below have billed substantially more time on other matters related to Proskauer’s 

representation of the Oversight Board, including matters within and outside of PROMESA Title III. Many of these 

professionals have also billed substantially more time on matters related to Proskauer’s representation of the 

Oversight Board during prior Compensation Periods. 

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Professional 

Month(s) in 

which less 

than 5 

hours were 

billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Brenner, Guy February, 

March 

Mr. Brenner is a partner in Proskauer’s labor & 

employment department who advised on issues related 

to rate increases and on drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

Cooper, David C. May 

Mr. Cooper is a paralegal in Proskauer’s corporate 

department who assisted with various case 

management related tasks. 

Corn, Richard M. February 

Mr. Corn is a partner in Proskauer’s tax department 

who advised on a variety of tax related issues in 

connection with drafting the disclosure statement for 

the Debtor’s proposed plan of adjustment. 

Dale, Margaret A. February, 

March, May 

Ms. Dale is a partner in Proskauer’s litigation 

department who advised on retention of the Oversight 

Board’s experts for the Debtor’s Confirmation Hearing 

and on drafting the Debtor’s proposed plan of 

adjustment. 

Esses, Joshua A. April 

Mr. Esses is an associate in Proskauer’s BSGR&B 

group who assisted with drafting best interest test 

analyses for the Debtor’s proposed plan of adjustment. 

Fassuliotis, William G. May 

Mr. Fassuliotis is an associate in Proskauer’s litigation 

department who assisted with drafting the relevant 

portions of the joint status report in the Metropistas 

Appeal. 

Firestein, Michael A. February 

Mr. Firestein is a partner in Proskauer’s litigation 

department who advised on a variety of issues in 

connection with formulating and drafting the Debtor’s 

proposed plan of adjustment. 

Gerkis, James P. February 

Mr. Gerkis is a partner in Proskauer’s corporate 

department who advised on a variety of issues in 

connection with formulating and drafting the Debtor’s 

proposed plan of adjustment. 

Greenberg, Maximilian 

A. May 

Mr. Greenberg is an associate in Proskauer’s 

BSGR&B group who assisted with research related to 

laws and procedures for increasing toll rates. 

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Professional 

Month(s) in 

which less 

than 5 

hours were 

billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Habenicht, Yomarie S. February, 

March, May 

Ms. Habenicht is an associate in Proskauer’s tax 

department who advised on a variety of tax related 

issues in connection with formulating and drafting the 

Debtor’s proposed plan of adjustment and related 

disclosure statement. 

Hamilton, Martin T. March – 

May 

Mr. Hamilton is a partner in Proskauer’s tax 

department who advised on a variety of tax related 

issues in connection with formulating and drafting the 

Debtor’s proposed plan of adjustment and related 

disclosure statement. 

Hoffman, Joan K. April 

Ms. Hoffman is a paralegal in Proskauer’s litigation 

department who assisted with various case 

management related tasks. 

Jones, Erica T. February, 

March 

Ms. Jones is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

Kim, Joan February, 

March 

Ms. Kim is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

Klein, Reuven C. April 

Mr. Klein is an associate in Proskauer’s BSGR&B 

group who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

McGowan, Shannon D. March 

Ms. McGowan is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

Mervis, Michael T. April 

Mr. Mervis is a partner in Proskauer’s litigation 

department who advised on a variety of issues in 

connection with formulating and drafting the Debtor’s 

proposed plan of adjustment. 

Meyer, Tony R. February 

Mr. Meyer is an associate in Proskauer’s tax 

department who advised on a variety of tax related 

issues in connection with formulating and drafting the 

Debtor’s proposed plan of adjustment. 

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Professional 

Month(s) in 

which less 

than 5 

hours were 

billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Monforte, Angelo February, 

March, May 

Mr. Monforte is a paralegal in Proskauer’s litigation 

department who assisted with various case 

management related tasks. 

Mungovan, Timothy W. March, May 

Mr. Mungovan is a partner in Proskauer’s litigation 

department who advised on a variety of issues in 

connection with drafting the disclosure statement for 

the Debtor’s proposed plan of adjustment. 

Munkittrick, David A. March 

Mr. Munkittrick is a senior counsel in Proskauer’s 

litigation department who advised on a variety of 

issues in connection with formulating and drafting the 

Debtor’s proposed plan of adjustment. 

Oloumi, Nicole K. February 

Ms. Oloumi is a paralegal in Proskauer’s BSGR&B 

group who assisted with various case management 

related tasks. 

Osaben, Libbie B. February 

Ms. Osaben is an associate in Proskauer’s BSGR&B 

group who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

Peterson, Cathleen P. April, May 

Ms. Peterson is a senior consultant of e-discovery 

services at Proskauer who assisted with setting up and 

utilizing the Debtor’s plan confirmation data 

repository. 

Petrov, Natasha February, 

April, May 

Ms. Petrov is a paralegal in Proskauer’s BSGR&B 

group who assisted with drafting Proskauer’s 

Thirteenth and Fourteenth interim fee applications. 

Rappaport, Lary Alan February 

Mr. Rappaport is a partner in Proskauer’s litigation 

department who advised on a variety of issues in 

connection with formulating and drafting the Debtor’s 

proposed plan of adjustment. 

Richman, Jonathan E. March 

Mr. Richman is a partner in Proskauer’s litigation 

department who advised on a variety of issues in 

connection with drafting the disclosure statement for 

the Debtor’s proposed plan of adjustment. 

Samuels, Reut N. May 

Ms. Samuels is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

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Professional 

Month(s) in 

which less 

than 5 

hours were 

billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Sazant, Jordan February 

Mr. Sazant is an associate in Proskauer’s BSGR&B 

group who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of adjustment 

and plan solicitation materials. 

Seyarto Flores, Briana 

M. 

February, 

March 

Ms. Seyarto Flores is an associate in Proskauer’s 

litigation department who assisted with drafting the 

disclosure statement for the Debtor’s proposed plan of 

adjustment. 

Singer, Tal J. March – 

May 

Mr. Singer is a paralegal in Proskauer’s BSGR&B 

group who assisted with various case management 

related tasks. 

Skrzynski, Matthew A. May 

Mr. Skrzynski is an associate in Proskauer’s BSGR&B 

group who assisted with drafting the Debtor’s 

proposed findings of fact and conclusions of law in 

connection with the Confirmation Hearing. 

Snell, Dietrich L. May 

Mr. Snell is a partner in Proskauer’s litigation 

department who advised on developing the Oversight 

Board’s appellate strategy and drafting the relevant 

portions of the joint status report in the Metropistas 

Appeal. 

Sosa, Javier F. April, May 

Mr. Sosa is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

Stevens, Elliot R. February, 

March 

Mr. Stevens is an associate in Proskauer’s BSGR&B 

group who assisted with drafting best interest test 

analyses for the Debtor’s proposed plan of adjustment. 

Tocicki, Alyson C. February –

May 

Ms. Tocicki is an associate in Proskauer’s litigation 

department who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

Volin, Megan R. May 

Ms. Volin is an associate in Proskauer’s BSGR&B 

group who assisted with drafting the Debtor’s 

proposed findings of fact and conclusions of law in 

connection with the Confirmation Hearing. 

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Professional 

Month(s) in 

which less 

than 5 

hours were 

billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Wheat, Michael K. February, 

March, May 

Mr. Wheat is an associate in Proskauer’s BSGR&B 

group who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment. 

Zarb, Frank G. March 

Mr. Zarb is a partner in Proskauer’s corporate 

department who advised on a variety of issues in 

connection with formulating and drafting the Debtor’s 

proposed plan of adjustment. 

Summary Description of Professional Services 

38. The following is a brief narrative summary, listed by Project Category, of the 

professional services rendered by Proskauer during the Compensation Period. Only Project 

Categories for which Proskauer billed more than 10 hours during the Compensation Period are 

summarized below. Project Categories for which Proskauer billed less than 10 hours during the 

Compensation Period are listed in Exhibit B. 

I. Matter No. 33260.0009 (PROMESA Title III: HTA) 

39. This matter number covers time spent relating to the core HTA Title III case, 

including, for example, time spent regarding the Debtor’s disclosure statement and plan of 

adjustment, and on litigation matters related to the core HTA Title III case. 

(a) Legal Research (Project Category 202) 

(Fees: $9,313.50; Hours: 10.50) 

40. This Project Category includes time spent researching and analyzing legal issues, 

as well as drafting internal memoranda and/or briefs related to such research and analysis, to the 

extent not expressly covered by another Project Category. Specifically, Proskauer attorneys spent 

time analyzing and researching a variety of issues in preparation for the Disclosure Statement 

Hearing and to confirmation of the plan of adjustment, including, among others, ultra vires issues, 

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bondholders’ and creditors’ rights, Puerto Rico laws regulating toll increases and eminent 

domain, perfection of liens at confirmation, and presenting evidence at a confirmation hearing. 

(b) Communications with Claimholders (Project Category 204) 

(Fees: $9,402.20; Hours: 10.60) 

41. This Project Category includes time spent communicating with the Debtor’s 

various claimholders. Specifically, Proskauer attorneys spent time communicating with the 

Oversight Board’s claims management and reconciliation consultant Alvarez & Marsal North 

America, LLC on a variety of issues related to the claims management, analysis and 

reconciliation, and communicating and negotiating with the UCC, monolines, and Bank of New 

York Mellon regarding the Debtor’s plan of adjustment and proposed Commonwealth loan 

agreement. 

(c) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $85,506.80; Hours: 96.40) 

42. This Project Category includes time spent drafting various pleadings filed on 

behalf of the Debtor, to the extent not expressly covered by another Project Category. 

Specifically, Proskauer attorneys spent time: 

 Conducting legal and factual research and analysis, conferring with the Oversight 

Board and its other advisors and experts regarding formulation of the Debtor’s 

proposed plan of adjustment and plan support agreement (the “HTA PSA”), 

developing the Oversight Board’s strategy for the proposed plan of adjustment, 

HTA PSA, and confirmation, reviewing and analyzing plan comments and 

proposals from various parties, and drafting best interest test analyses, the HTA 

proposed plan of adjustment, the related disclosure statement, the motion for a 

Title III Court order scheduling a hearing to consider the adequacy of information 

contained in the disclosure statement, establish deadlines in connection with the 

disclosure statement, and develop document repository procedures in connection 

with the confirmation process, the motion for a Title III Court order establishing 

confirmation procedures and deadlines, and related voting and solicitation 

materials; and 

 Negotiating with Bank of New York Mellon as fiscal agent, and drafting a 

stipulation regarding disbursement of disputed funds in the HTA bond service 

accounts, redemption accounts, and reserve accounts, the Oversight Board’s urgent 

motion for a Title III Court order approving the stipulation, responses to the 

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monolines’ objections to the stipulation, and an amended and restated stipulation. 

(d) Analysis and Strategy (Project Category 210) 

(Fees: $420,083.20; Hours: 473.60) 

43. This Project Category includes time spent related to legal analysis on, and strategic 

approach to, the Debtor’s Title III Case and various issues relating thereto, including (a) meetings 

to discuss strategic case considerations, the status of various work streams, and next steps; (b) all 

Proskauer internal meetings, to the extent not expressly covered by another Project Category; and 

(c) preparing for and participating in discovery. Specifically, Proskauer attorneys spent time 

reviewing and analyzing a wide variety of reports, memoranda, financial analyses, pleadings, and 

court orders, drafting and updating tasks and issues lists, preparing for and participating in weekly 

Proskauer internal litigation calls on further developing litigation and discovery strategy, 

preparing for and participating in weekly Proskauer internal restructuring calls on further 

development of the Debtor’s plan of adjustment, and drafting internal memoranda to Proskauer 

litigation and restructuring teams. Among other things, Proskauer attorneys spent time on legal 

analysis and strategic discussions relating to: (i) preparing for litigation related to approval of the 

proposed disclosure statement and confirmation of the proposed plan of adjustment; (ii) upcoming 

Court filings, including status reports related to discovery, scheduling, and various litigation 

matters; (iii) discovery-related issues and strategy in connection with various litigation matters; 

and (iv) claims reconciliation and objections. 

(e) General Administration (Project Category 212) 

(Fees: $72,568.50; Hours: 239.50) 

44. This Project Category includes time spent on general administration of the 

Debtor’s Title III Case, including (a) case status and coordination activities; (b) tasks relating to 

the filing of documents in court, including affidavits of service and service mailings; and (c) 

internal filing and organization of case documents to ensure easy, fast, and free accessibility by 

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the Proskauer team, the Debtor, and other parties in interest. Specifically, Proskauer attorneys 

and paraprofessionals spent time, at the request of the Oversight Board, reviewing and analyzing 

a wide variety of pleadings, and court orders, drafting and updating charts of litigation and 

discovery deadlines, reviewing, analyzing, and compiling materials for court hearings and 

Proskauer internal meetings, analyzing written discovery materials, and maintaining document 

production indexes. 

(f) Plan of Adjustment and Disclosure Statement (Project Category 215) 

(Fees: $1,367,614.90; Hours: 1,542.40) 

45. This Project Category includes time spent on issues related to the terms of the 

Debtor’s proposed Title III plan of adjustment. Specifically, Proskauer attorneys spent time: 

 Conferring with the Oversight Board and its other advisors and experts, reviewing 

and analyzing the Debtor’s financial documents, conducting legal research, 

soliciting and analyzing comments on the proposed Plan by various parties, 

including, among others, AAFAF, the UCC, Bank of New York Mellon, 

monolines, and PSA creditors, evaluating and further developing the plan of 

adjustment and HTA PSA strategy, and drafting and revising the best interest test 

analyses, the Debtor’s proposed plan of adjustment, and the related indenture and 

trust agreements, disclosure statement, and plan support agreement; 

 Analyzing issues related to the timing of the proposed plan, drafting the Debtor’s 

motion for an order scheduling a hearing to consider the adequacy of information 

contained in the disclosure statement, establish deadlines in connection with the 

disclosure statement, and develop document repository procedures in connection 

with the confirmation process; and 

 Conferring with Prime Clerk LLC regarding proposed solicitation materials, 

procedures, and timing, and drafting and revising solicitation materials, notices, 

and ballots for various classes of voters. 

(g) Confirmation (Project Category 216) 

(Fees: $101,561.50; Hours: 114.50) 

46. This Project Category includes time spent relating to plan confirmation. 

Specifically, Proskauer attorneys spent time researching and analyzing a variety of legal and 

procedural issues in preparation for confirmation of the Debtor’s plan of adjustment, including 

plan confirmation requirements and confirmation hearing procedures, developing the Oversight 

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Board’s confirmation strategy, and drafting the proposed Title III Court order confirming the plan 

and findings of fact and conclusions of law in connection with confirmation of the plan of 

adjustment. 

(h) Tax (Project Category 217) 

(Fees: $33,085.10; Hours: 37.30) 

47. This Project Category includes time spent on tax matters involving the Debtor. 

Specifically, Proskauer attorneys spent time reviewing and analyzing a wide variety of tax related 

issues in connection with further development of the Debtor’s plan of adjustment, and drafting 

and modifying tax related statements and disclosures in the Debtor’s proposed plan of adjustment 

and disclosure statement. 

(i) Employment and Fee Applications (Project Category 218) 

(Fees: $7,325.50; Hours: 20.90) 

48. This Project Category includes time spent on issues related to the compensation of 

Proskauer, and the retention and compensation of other Oversight Board professionals, including 

the preparation of interim fee applications. Specifically, Proskauer attorneys and 

paraprofessionals spent time drafting Proskauer’s Thirteenth and Fourteenth interim fee 

applications. 

II. Matter No. 33260.0053 (HTA Title III – Miscellaneous) 

49. This matter number covers time spent relating to Ambac Assurance Corporation v. 

FOMB, Case No. 20-1657 (1st Cir.) (the “Metropistas Appeal). 

(a) Appeal (Project Category 219) 

(Fees: $9,047.40; Hours: 10.20) 

50. This Project Category includes time spent participating in appellate proceedings, to 

the extent not expressly covered by another Project Category. Specifically, Proskauer attorneys 

spent time researching issues related to the Metropistas Appeal as they related to the proposed 

Debtor’s plan of adjustment, conferring with opposing counsel and counsel for the interested 

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party-appellee Autopistas Metropolitanas de Puerto Rico, LLC, and drafting the relevant portions 

of the joint status report requesting that the First Circuit continue the stay of the appeal until either 

the consummation of certain transactions contemplated by a settlement agreement entered into 

between Ambac and the Oversight Board, or the termination of such settlement agreement. 

* * * * 

51. The foregoing professional services performed by Proskauer on behalf of the 

Oversight Board as representative of the Debtor during the Compensation Period were reasonable, 

necessary, appropriate, and beneficial when rendered, facilitated the effective administration of 

the Debtor’s Title III Case, and were in the best interests of the Oversight Board and the Debtor’s 

creditors, residents, and other stakeholders. Compensation for the foregoing services as requested 

is commensurate with the complexity, importance, and time-sensitive nature of the problems, 

issues, and tasks involved. The professional services were performed with expedition and in an 

efficient manner. 

52. In accordance with the factors enumerated in the Bankruptcy Code, the amount of 

fees requested is fair and reasonable given: (a) the complexity of the Debtor’s Title III Case; (b) 

the time expended; (c) the nature and extent of the services rendered; (d) the value of such 

services; (e) Proskauer’s established expertise in the bankruptcy field; and (f) the costs of 

comparable services other than in a case under the Bankruptcy Code. 

Actual and Necessary Expenses of Proskauer 

53. Pursuant to the Guidelines, Schedule 4 is Proskauer’s summary of actual and 

necessary expenses incurred on behalf of the Oversight Board as representative of the Debtor 

during the Compensation Period. 

54. In accordance with paragraph C.13 of the Appendix B Guidelines, and as more 

fully itemized in Schedule 4, Proskauer seeks reimbursement for its necessary and reasonable 

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expenses, including: (a) reproduction, (b) online research, and (c) translation services. All 

expense entries detailed in Exhibit B comply with the requirements set forth in the Guidelines, 

including an itemization of the expenses by category, the date the expense was incurred, and the 

individual incurring the expense, where available. The reasons for the expenses are selfexplanatory. In compliance with Appendix B Guidelines paragraph C.13, the requested expenses 

are of the kind customarily charged to Proskauer’s chapter 11 and non-bankruptcy clients and by 

other comparable professionals. 

55. The rates charged by the firm for Westlaw and Lexis computerized research vary 

according to the type of research conducted and the specific files researched, but, in any event, 

Proskauer does not profit from the use of computer assisted legal research, as set forth in 

Schedule 4. As per the Appendix B Guidelines, Proskauer has not requested reimbursement of 

expenses related to overhead charges, such as secretarial services and proofreading. The 

expenditures Proskauer is seeking reimbursement for and which are reflected on Schedule 4 are 

all of the type customarily billed to clients. 

56. During the Compensation Period, Proskauer has disbursed $40,603.40 as necessary 

and reasonable expenses. These charges cover Proskauer’s direct operating costs, which costs 

are not incorporated into the firm’s hourly billing rates (because to do so would impose that cost 

upon clients who do not benefit from extensive photocopying and other facilities and services). 

Proskauer has made every effort to minimize its expenses in the Debtor’s Title III Case. The 

actual expenses incurred in providing professional services were necessary, reasonable, and 

justified under the circumstances to effectively serve the needs of the Debtor in its Title III case. 

Compensation Paid and Its Source 

57. All services for which Proskauer seeks compensation, and expenses for which it 

seeks reimbursement, were performed on behalf of the Oversight Board as representative of the 

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Debtor. In connection with the matters covered by this Application, Proskauer received no 

payment and no promises of payment for services rendered, or to be rendered, from any source 

other than the Debtor. There is no agreement or understanding between Proskauer and any other 

person, other than members of the firm, for the sharing of compensation received for services 

rendered in this Title III case. 

58. PROMESA sections 316 and 317 provide for interim compensation of 

professionals and govern the Court’s award of such compensation. PROMESA section 316 

provides that a court may award a professional person employed by the Debtor or the Oversight 

Board under PROMESA “(1) reasonable compensation for actual, necessary services rendered 

by the professional person, or attorney and by any paraprofessional person employed by any 

such person; and (2) reimbursement for actual, necessary expenses.” PROMESA § 316(a). 

Section 316 also sets forth the criteria for the award of such compensation and reimbursement: 

In determining the amount of reasonable compensation to be awarded . . . the court 

shall consider the nature, the extent, and the value of such services, taking into 

account all relevant factors, including— 

(1) the time spent on such services; 

(2) the rates charged for such services; 

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

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

completion of, a case under this chapter; 

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

time commensurate with the complexity, importance, and nature of the 

problem, issue, or task addressed; 

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

certified or otherwise has demonstrated skill and experience in the 

bankruptcy field; and 

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

compensation charged by comparably skilled practitioners in cases 

other than cases under this subchapter or title 11. 

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PROMESA § 316(c). 

59. As noted above, the professional services and expenditures for which Proskauer 

seeks compensation and reimbursement in this Application were necessary and beneficial to the 

Oversight Board, as representative of the Debtor, and included, among other things, anticipating 

or responding to the Oversight Board’s needs and assisting in the Oversight Board’s navigation of 

the Debtor’s very complex Title III case. The compensation requested herein is reasonable in 

light of the nature, extent, and value of such services to the Oversight Board. The Oversight 

Board has reviewed and approved this Application. 

Reservations 

60. To the extent time or disbursement charges for services rendered or expenses 

incurred relate to the Compensation Period but were not processed prior to the preparation of this 

Application, or Proskauer has for any other reason not yet sought compensation or reimbursement 

of expenses herein with respect to any services rendered or expenses incurred during the 

Compensation Period, Proskauer reserves the right to request compensation for such services and 

reimbursement of such expenses in a future application. 

Notice 

61. Pursuant to the Interim Compensation Order and the Sixteenth Amended Notice, 

Case Management and Administrative Procedures [ECF No. 20190-1], notice of this Application 

has been filed in the Debtor’s Title III Case and the lead Commonwealth of Puerto Rico’s Title III 

Case and served upon: 

(a) the Financial Oversight and Management Board, 40 Washington Square South, 

Office 314A, New York, NY 10012, Attn: Professor Arthur J. Gonzalez, Oversight 

Board Member; 

(b) attorneys for the Financial Oversight and Management Board as representative of 

The Commonwealth of Puerto Rico, O’Neill & Borges LLC, 250 Muñoz Rivera 

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Ave., Suite 800, San Juan, PR 00918, Attn: Hermann D. Bauer, Esq. 

(hermann.bauer@oneillborges.com); 

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

O’Melveny & Myers LLP, Times Square Tower, 7 Times Square, New York, NY 

10036, Attn: John J. Rapisardi, Esq. (jrapisardi@omm.com) and Diana M. Perez, 

Esq. (dperez@omm.com); 

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

Marini Pietrantoni Muñiz LLC, MCS Plaza, Suite 500, 255 Ponce de León Ave., 

San Juan, PR 00917, Attn.: Luis C. Marini-Biaggi, Esq. (lmarini@mpmlawpr.com) 

and Carolina Velaz-Rivero, Esq. (cvelaz@mpmlawpr.com; 

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

Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (In re: Commonwealth of 

Puerto Rico); 

(f) attorneys for the Official Committee of Unsecured Creditors, Paul Hastings LLP, 

200 Park Ave., New York, NY 10166, Attn: Luc A. Despins, Esq. 

(lucdespins@paulhastings.com); 

(g) attorneys for the Official Committee of Unsecured Creditors, Casillas, Santiago & 

Torres LLC, El Caribe Office Building, 53 Palmeras Street, Suite 1601, San Juan, 

PR 00901, Attn: Juan J. Casillas Ayala, Esq. (jcasillas@cstlawpr.com) and Alberto 

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

(h) attorneys for the Official Committee of Retired Employees, Jenner & Block LLP, 

919 Third Ave., New York, NY 10022, Attn: Robert Gordon, Esq. 

(rgordon@jenner.com) and Richard Levin, Esq. (rlevin@jenner.com); and Jenner 

& Block LLP, 353 N. Clark Street, Chicago, IL 60654, Attn: Catherine Steege, 

Esq. (csteege@jenner.com) and Melissa Root, Esq. (mroot@jenner.com); 

(i) attorneys for the Official Committee of Retired Employees, Bennazar, García & 

Milián, C.S.P., Edificio Union Plaza, PH-A, 416 Ave. Ponce de León, Hato Rey, 

PR 00918, Attn: A.J. Bennazar- Zequeira, Esq. (ajb@bennazar.org); 

(j) the Puerto Rico Department of Treasury, P.O. Box 9024140, San Juan, PR 00902-

4140, Attn: Reylam Guerra Goderich, Deputy Assistant of Central Accounting 

(Reylam.Guerra@hacienda.pr.gov); Omar E. Rodríguez Pérez, CPA, Assistant 

Secretary of Central Accounting (Rodriguez.Omar@hacienda.pr.gov); Angel L. 

Pantoja Rodríguez, Deputy Assistant Secretary of Internal Revenue and Tax Policy 

(angel.pantoja@hacienda.pr.gov); Francisco Parés Alicea, Assistant Secretary of 

Internal Revenue and Tax Policy (francisco.pares@hacienda.pr.gov); and 

Francisco Peña Montañez, CPA, Assistant Secretary of the Treasury 

(Francisco.Pena@hacienda.pr.gov); 

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(k) attorneys for the Fee Examiner, EDGE Legal Strategies, PSC, 252 Ponce de León 

Avenue, Citibank Tower, 12th Floor, San Juan, PR 00918, Attn: Eyck O. Lugo, 

Esq. (elugo@edgelegalpr.com); and 

(l) attorneys for the Fee Examiner, Godfrey & Kahn, S.C., One East Main Street, 

Suite 500, Madison, WI 53703, Attn: Katherine Stadler, Esq. 

(KStadler@gklaw.com). 

62. Proskauer submits that, in light of the foregoing, no other or further notice need be 

provided. 

WHEREFORE Proskauer respectfully requests that the Court issue an order (a) allowing 

interim compensation for professional services rendered during the Compensation Period in the 

amount of $2,128,813.60, and allowing reimbursement for actual and necessary expenses 

Proskauer incurred in connection with such services during the Compensation Period in the 

amount of $40,603.40; (b) authorizing and directing the Debtor to pay promptly to Proskauer the 

difference between (i) the amount of interim compensation for professional services rendered and 

reimbursement of expenses incurred during the Compensation Period allowed hereunder, and (ii) 

the amounts for such compensation and expenses previously paid to Proskauer, consistent with 

the provisions of the Interim Compensation Order; (c) allowing such compensation for 

professional services rendered and reimbursement of actual and necessary expenses incurred 

without prejudice to Proskauer’s right to seek additional compensation for services performed and 

expenses incurred during the Compensation Period, which were not processed at the time of this 

Application or which arise from the accrued incremental fees from increased rates in the 

Engagement Letter; and (d) granting Proskauer such other and further relief as is just and proper. 

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Dated: June 16, 2023 

 San Juan, Puerto Rico 

Respectfully submitted, 

/s/ Martin J. Bienenstock 

Martin J. Bienenstock (pro hac vice) 

Paul V. Possinger (pro hac vice) 

Ehud Barak (pro hac vice) 

PROSKAUER ROSE LLP 

Eleven Times Square 

New York, NY 10036 

Tel: (212) 969-3000 

Fax: (212) 969-2900 

Email: mbienenstock@proskauer.com 

 ppossinger@proskauer.com 

 ebarak@proskauer.com 

 

-and- 

/s/ Hermann D. Bauer 

Hermann D. Bauer 

USDC No. 215205

/s/ Ubaldo M. Fernández 

Ubaldo M. Fernández 

USDC No. 224807 

O’NEILL & BORGES LLC 

250 Muñoz Rivera Ave., Suite 800 

San Juan, PR 00918-1813 

Tel: (787) 764-8181 

Fax: (787) 753-8944

Attorneys for the Financial Oversight and 

Management Board as Representative of the 

Debtor

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Exhibit A 

Certification under Guidelines 

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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 COMMONWEALTH OF PUERTO RICO, et al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17-BK-3283-LTS 

(Jointly Administered)

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY, 

 Debtor. 

PROMESA 

Title III 

Case No. 17-BK-3567-LTS 

This Application relates only to 

HTA, and shall be filed in the 

lead Case No. 17-BK-3283-LTS, 

and HTA’s Title III Case (Case 

No. 17-BK-3567-LTS) 

CERTIFICATION UNDER GUIDELINES FOR FEES AND 

DISBURSEMENTS FOR PROFESSIONALS IN RESPECT OF THE 

FIFTEENTH INTERIM FEE APPLICATION OF PROSKAUER ROSE LLP 

FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT 

OF EXPENSES INCURRED AS ATTORNEYS FOR THE FINANCIAL OVERSIGHT 

AND MANAGEMENT BOARD FOR PUERTO RICO, AS TITLE III REPRESENTATIVE 

OF THE DEBTOR, THE PUERTO RICO HIGHWAYS & TRANSPORTATION 

AUTHORITY, FOR THE PERIOD FEBRUARY 1, 2022 THROUGH MAY 31, 2022 

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-BK3567-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); 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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2

Pursuant to (a) the United States Trustee Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in 

Larger Chapter 11 Cases issued by the Executive Office for the United States Trustee, 28 CFR 

Part 58, Appendix B (the “Guidelines”), together with the Local Rule 2016–1, and (b) the order 

dated June 26, 2019 [ECF No. 7678], the undersigned, a Partner of the firm Proskauer Rose LLP 

(“Proskauer”), attorneys for the Financial Oversight and Management Board for Puerto Rico (the 

“Oversight Board”) as Title III representative of the Puerto Rico Highways & Transportation 

Authority (the “Debtor”), pursuant to section 315(b) of the Puerto Rico Oversight, Management, 

and Economic Stability Act (“PROMESA”),2 hereby certifies with respect to (a) Proskauer’s 

fifteenth interim application for allowance of compensation for services rendered and 

reimbursement of expenses incurred with respect to the Debtor’s Title III case, dated June 16, 

2023 (the “Application”),3 for the period from February 1, 2022 through and including May 31, 

2022 (the “Compensation Period”) and (b) the Court’s order dated June 26, 2019 [ECF No. 

7678] requiring rate notices as follows: 

1. I am the professional designated by Proskauer in respect of compliance with the 

Guidelines and Local Rule 2016–1. 

2. I make this certification in support of the Application for interim compensation 

and reimbursement of expenses incurred during the Compensation Period in accordance with the 

Guidelines and Local Rule 2016–1. 

3. In respect of the Guidelines and Local Rule 2016–1, I certify that: 

a. I have read the Application; 

2

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

3

 Capitalized terms used but not defined herein have the meanings given to them in the Application. 

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3

b. to the best of my knowledge, information, and belief formed after reasonable 

inquiry, the fees and disbursements sought fall within the Guidelines; 

c. except to the extent (i) that fees or disbursements are prohibited by the 

Guidelines or (ii) Proskauer agreed to provide discounts to its usual rates in 

connection with its representation of the Oversight Board, the fees and 

disbursements sought are billed at rates in accordance with practices 

customarily employed by Proskauer and generally accepted by Proskauer’s 

clients; and 

d. in providing a reimbursable service, Proskauer does not make a profit on that 

service, where the service is performed by Proskauer in house or through a 

third party.4

4. I certify that Proskauer has previously provided monthly statements of Proskauer’s 

fees and disbursements by filing and serving monthly statements in accordance with the Interim 

Compensation Order (as defined in the Application), except that completing reasonable and 

necessary internal accounting and review procedures may have, at times, precluded filing fee 

statements within the time periods specified in the Interim Compensation Order. 

Dated: June 16, 2023 

 San Juan, Puerto Rico 

Respectfully submitted, 

/s/ Ehud Barak 

Martin J. Bienenstock (pro hac vice) 

Paul V. Possinger (pro hac vice) 

Ehud Barak (pro hac vice) 

PROSKAUER ROSE LLP 

Eleven Times Square 

New York, NY 10036 

Tel: (212) 969-3000 

4 Proskauer also employs e-discovery attorneys who are billed at $438 per hour. Like other attorneys, and 

consistent with past Compensation Periods, e-discovery attorneys are billed at a flat hourly rate and these fees are 

not treated as reimbursable third party expenses. 

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4

Fax: (212) 969-2900 

Email: mbienenstock@proskauer.com 

 ppossinger@proskauer.com 

 ebarak@proskauer.com 

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