4853-4238-3128.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

UNITED STATES DISTRICT COURT 

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) 

SUMMARY OF EIGHTH INTERIM APPLICATION OF NIXON PEABODY LLP FOR 

ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR 

REIMBURSEMENT OF EXPENSES AS SPECIAL COUNSEL TO THE FINANCIAL 

OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS 

REPRESENTATIVE OF THE PUERTO RICO ELECTRIC POWER AUTHORITY, FOR 

THE PERIOD FROM JUNE 1, 2021 THROUGH SEPTEMBER 30, 2021 

Name of Applicant: Nixon Peabody LLP 

Authorized to Provide Professional Services 

to: 

The Financial Oversight and Management 

Board for Puerto Rico, as Representative of 

the Puerto Rico Electric Power Authority, 

pursuant to Section 315(b) of PROMESA 

Period for which compensation and 

reimbursement are sought: 

June 1, 2021 through September 30, 2021 

1

 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four 

(4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico 

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

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

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations). 

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4853-4238-3128.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

Amount of Compensation sought as actual, 

reasonable, and necessary: 

$108,160.00 

Amount of Expense Reimbursement sought as 

actual, reasonable, and necessary: 

$0 

Total compensation subject to objection: None 

Total expenses subject to objection: None 

This is a(n): __ monthly X interim __ final application 

 Blended Rate in this application for attorneys: $892.50/hr 

 Blended Rate in this application for all timekeepers: N/A 

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4853-4238-3128.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

Schedule 1 

Eighth Interim Compensation Period – Consolidated Fee Statements 

June 1, 2021 – September 30, 2021 

Entity Period 

Fees 

requested to 

be paid 

(100%) 

Fee 

previously 

requested to 

be paid 

(90%) 

Expenses 

requested to 

be paid 

(100%) 

Total Fees 

and 

Expenses 

requested to 

be paid 

PREPA June 1, 2021 

through 

September 30, 

2021 

$108,160.00 $97,344.00 N/A $108,160.00 

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4853-4238-3128.1 

Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

Schedule 2 

Summary of Professional Services Rendered by Timekeeper for the Period 

June 1, 2021 – September 30, 2021

Professional Position/Title Hourly Billing 

Rate 

Total Billed 

Hours 

Total 

Compensation 

Mitchell Rapaport Partner $990 22.70 22,473.00

Virginia Wong Partner $990 .30 297.00

Carla Young Partner $990 13.00 12,870.00

Sebastian Torres Associate $600 4.20 2,610.00

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4853-4238-3128.1 

UNITED STATES DISTRICT COURT 

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) 

EIGHTH INTERIM APPLICATION OF NIXON PEABODY LLP FOR ALLOWANCE 

OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT 

OF EXPENSES AS SPECIAL COUNSEL TO THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, AS REPRESENTATIVE OF THE 

PUERTO RICO ELECTRIC POWER AUTHORITY, FOR THE PERIOD FROM 

JUNE 1, 2021 THROUGH SEPTEMBER 30, 2021 

Nixon Peabody LLP (“Nixon”), as special counsel to the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as representative of the 

Commonwealth of Puerto Rico (the “Commonwealth”), the Puerto Rico Electric Power Authority 

(“PREPA”) and certain other public corporations and instrumentalities of the Government of 

Puerto Rico (collectively, the “Debtors”), pursuant to Section 315(b) of the Puerto Rico Oversight, 

Management, and Economic Stability Act (“PROMESA”) 48 U.S.C. §§ 2101-2241, hereby 

1

 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four 

(4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico 

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

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

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations). 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

submits this Eighth interim application (the “Application”), pursuant to Sections 316 and 317 of 

PROMESA, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),2

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 Second 

Amended Order Setting Procedures for Interim Compensation and Reimbursement of Expenses 

of Professionals (Dkt. No. 3269) (the “Interim Compensation Order”), for allowance of 

interim compensation for professional services performed by Nixon for the period commencing 

June 1, 2021 through and including September 30, 2021 (the “Compensation Period”) in the 

amount of $108,160.00. In support of the Application, Nixon respectfully states as follows: 

JURISDICTION 

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

subject matter jurisdiction pursuant to Section 306(a) of PROMESA. 

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

3. Nixon submits the Application pursuant to Sections 316 and 317 of PROMESA. 

BACKGROUND 

1. On June 30, 2016, the Oversight Board was established under Section 101(b) of 

PROMESA. 

2. Pursuant to Section 315 of PROMESA, “[t]he Oversight Board in a case under this 

2

 The Bankruptcy Rules are made applicable to the Debtor’s Title III case pursuant to Section 301 

of PROMESA. 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 3 - 

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.” 

48 U.S.C. § 2175. 

3. On September 30, 2016, the Oversight Board designated the Debtors as “covered 

entities” under Section 101(d) of PROMESA. 

4. On May 3, 2017, the Commonwealth, by and through the Oversight Board, as the 

Commonwealth’s representative pursuant to Section 315(b) of PROMESA, filed a petition with 

the Court under Title III of PROMESA. 

5. On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (“COFINA”), 

by and through the Oversight Board, as COFINA’s representative pursuant to Section 315(b) of 

PROMESA, filed a petition with the Court under Title III of PROMESA. 

6. On May 21, 2017, the Puerto Rico Highways and Transportation Authority 

(“HTA”), by and through the Oversight Board, as HTA’s representative pursuant to Section 315(b) 

of PROMESA, filed a petition with the Court under Title III of PROMESA. 

7. On May 21, 2017, the Employees Retirement System for the Commonwealth of 

Puerto Rico (“ERS”), by and through the Oversight Board, as ERS’s representative pursuant to 

Section 315(b) of PROMESA, filed a petition with the Court under Title III of PROMESA. 

8. On July 3, 2017, PREPA, by and through the Oversight Board, as PREPA’s 

representative pursuant to Section 315(b) of PROMESA, filed a petition with the Court under Title 

III of PROMESA. 

9. Through Orders of this Court, the Commonwealth, COFINA, HTA, ERS, and 

PREPA Title III Cases (together, the “Title III Cases”) are jointly administered for procedural 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 4 - 

purposes only, pursuant to Section 304(g) of PROMESA and Bankruptcy Rule 1015 [ECF Nos. 

242, 537, 1417]. 

10. On October 6, 2017, the Court entered the Order Pursuant to PROMESA Sections 

316 and 317 and Bankruptcy Code Section 105(a) Appointing a Fee Examiner and Related Relief

[ECF No. 1416], which appointed Brady Williamson of Godfrey & Kahn, S.C. to serve as Fee 

Examiner in the Title III Cases. 

11. On July 28, 2021, Nixon served on the Notice Parties its monthly fee statement for 

the month of June of 2021. 

12. On August 31, 2021, Nixon served on the Notice Parties its monthly fee statement 

for the month of July of 2021. 

13. On October 1, 2021, Nixon served on the Notice Parties its monthly fee statement 

for the month of August of 2021. 

14. On October 29, 2021, Nixon served on the Notice Parties its monthly fee statement 

for the month of September of 2021. 

15. On August 17, 2021, Nixon provided the corresponding Monthly Fee Objection 

Statement for the June 2021 monthly fee statement to representatives of the Puerto Rico Treasury 

Department (the “Treasury”) and the Puerto Rico Fiscal Agency and Financial Advisory Authority 

(“AAFAF”). 

16. On September 16, 2021, Nixon provided the corresponding Monthly Fee Objection 

Statement for the July 2021 monthly fee statement to representatives of the Treasury and AAFAF. 

17. On October 21, 2021, Nixon provided the corresponding Monthly Fee Objection 

Statement for the August 2021 monthly fee statement to representatives of the Treasury and 

AAFAF. 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 5 - 

18. Finally, on November 15, 2021, Nixon provided the corresponding Monthly Fee 

Objection Statement for the September 2021 monthly fee statement to representatives of the 

Treasury and AAFAF. 

COMPENSATION REQUESTED 

1. On June 7, 2019, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY19 Agreement”). The FY19 Agreement was set to expire on June 30, 

2019. 

2. On July 1, 2019, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY20 Agreement”). The FY20 Agreement was set to expire on June 30, 

2020. 

3. On July 1, 2020, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY21 Agreement”). The FY21 Agreement was set to expire on June 30, 

2021. 

4. On July 1, 2021, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY22 Agreement”). The FY21 Agreement was set to expire on June 30, 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 6 - 

2022. 

5. On July 1, 2022, Nixon executed an Independent Contractor Services Agreement 

with the Oversight Board to provide advice in connection with PREPA’s transactions related to its 

transmission, distribution and generation assets, and specifically, the tax structuring options for 

such transactions (the “FY23 Agreement”, and together with the FY19 Agreement and the FY20 

Agreement, the FY21 Agreement and the FY22 Agreement, the “Agreements”). The FY23 

Agreement is set to expire on June 30, 2023. 

6. In accordance with the Interim Compensation Order, Nixon has provided copies of 

the Agreements to the Treasury and AAFAF. 

7. Nixon’s hourly rates are set at a level designed to compensate Nixon fairly for the 

work of its attorneys and professionals and are disclosed in the Agreements. 

8. Pursuant to PREPA’s certified fiscal plan, PREPA is required to separate its 

transmission and distribution (“T&D”) and generation functions and transfer operation and 

maintenance responsibilities to third-party, professional operators, leveraging private sector 

management, experience, and expertise to effectively deliver reliable electricity to Puerto Rico’s 

residents. 

9. As to the T&D system, the Puerto Rico Transmission and Distribution System 

Operation and Maintenance Agreement and the Puerto Rico Transmission and Distribution System 

Supplemental Terms Agreement were entered on June 22, 2022 (the “LUMA T&D Agreements”), 

between, among others, PREPA, LUMA Energy, LLC and LUMA Energy ServCo, LLC 

(collectively, “LUMA”). As a result, PREPA transitioned its operation and maintenance functions 

to LUMA on June 1, 2021, along with customer service and energy operation center 

responsibilities. 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 7 - 

10. Similarly, PREPA’s generation assets, comprised of existing PREPA-owned 

generation resources, will be operated and maintained by one or more private operators until their 

retirement, as laid out in the Integrated Resource Plan approved by the Puerto Rico Energy Bureau. 

11. For the selection of a private operator(s) for its legacy generation assets, PREPA 

has been supporting the RFP process led by the Puerto Rico Public-Private Partnerships Authority 

(“P3A”) and will work towards ensuring a timely and successful transition once the P3A completes 

the selection process. 

12. Nixon is a nationally recognized bond counsel firm with more than 30 years of 

experience in all areas of public finance. Its Public Finance practice is one of the largest in the 

nation with more than 40 public finance and tax attorneys. The firm consistently ranks among the 

top bond counsel, underwriters’ counsel, and disclosure counsel firms in the nation. 

13. Nixon has advised, and will continue to, advise the Oversight Board on optimal tax 

structures for PREPA’s restructuring and transformation of its legacy generation and T&D assets 

pursuant to PREPA’s certified fiscal plans. In this capacity, Nixon is engaged to provide taxexempt bond law analysis, render opinions related to federal tax issues and prepare tax-related 

documentation and disclosure, among other things. 

14. As of this date, Nixon has delivered three legal opinions in connection with the 

LUMA T&D Agreements and expects to deliver additional legal opinions with respect to the 

creation of one or more affiliates of PREPA to which PREPA would transfer all or a portion of its 

electric generation facilities. 

15. Pursuant to the Interim Compensation Order, Nixon hereby seeks an allowance 

of $108,160.00 as compensation for professional services rendered during the Compensation 

Period in connection with such professional services. 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 8 - 

16. Nixon’s itemized time records for attorneys and professionals performing services 

for the Oversight Board during the Compensation Period is attached hereto as Exhibit A. 

17. During the Compensation Period, Nixon billed the Oversight Board for time 

expended by its attorneys and professionals based on Nixon’s hourly rate for each attorney and 

professional as detailed in Schedule 2 of the summary of this Application, except for the fixed fee 

billed in the June 2021 monthly fee statement in connection with the LUMA T&D 

Agreements/GenCo Generation Agreements.] 

18. The fees charged by Nixon are in accordance with the firm’s existing billing rates 

and procedures in effect during the Compensation Period and are appropriate for complex 

securities and tax advantage financing matters. The rates and rate structure reflect that such 

complex matters typically involve great complexity, high stakes, and intense time pressures. Nixon 

submits that the compensation requested is reasonable in light of the nature, extent, and value of 

such services provided to the Oversight Board. 

19. The services for which Nixon is requesting approval of the Court were performed 

for the Oversight Board as representative of PREPA. In connection with the matter covered by this 

Application, Nixon received no payment and no promises of payment for services rendered, or to 

be rendered, from any source other than the Debtors. There is no agreement or understanding 

between Nixon and any other person, other than members of the firm, for the sharing of 

compensation received for services rendered under the Agreements. 

20. Sections 316 and 317 of PROMESA provide for interim compensation of 

professionals and govern the Court’s award of such compensation. 48 U.S.C. §§ 2176-2177. 

Section 316 of PROMESA provides that a court may award a professional person employed by 

the Debtors or the Oversight Board under PROMESA “(1) reasonable compensation for actual, 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 9 - 

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.” 48 

U.S.C. § 2176(a). 

21. Section 316 of PROMESA 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. 

48 U.S.C. § 2176(c). 

22. As noted above, the professional services object of this Application were necessary 

and beneficial to the Oversight Board as representative of PREPA. 

ATTORNEY CERTIFICATION 

1. In accordance with Puerto Rico Local Bankruptcy Rule 2016-1(a)(4), the 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 10 - 

undersigned has reviewed the requirements of Puerto Rico Local Bankruptcy Rule 2016-1(a)(4) 

and certifies to the best of his information, knowledge, and belief that this Application complies 

with Puerto Rico Local Bankruptcy Rule 2016-1(a)(4). In this regard, and incorporated herein by 

reference, the Certification of Mitchell Rapaport in accordance with the U.S. Trustee Guidelines 

is attached hereto as Exhibit B. 

RESERVATION OF RIGHTS 

1. Nixon reserves the right to request compensation for services and reimbursement 

of such expenses in a future application that have not been processed in relation to the 

Compensation Period object of this Application. 

NOTICE 

1. Pursuant to the Interim Compensation Order, notice of this Application has been 

filed in the Title III Cases and served upon: 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 11 - 

(a) the Financial Oversight and Management Board: 

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 Oversight Board: 

Proskauer Rose LLP 

Eleven Times Square 

New York, NY 10036, 

Attn: Martin J. Bienenstock, Esq. (mbienenstock@proskauer.com) 

Ehud Barak, Esq. (ebarak@proskauer.com) 

and 

Proskauer Rose LLP 

70 West Madison Street 

Chicago, IL 60602 

Attn: Paul V. Possinger, Esq. (ppossinger@proskauer.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) 

Suzzanne Uhland, Esq. (suhland@omm.com) 

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) 

Carolina Velaz-Rivero Esq. (cvelaz@mpmlawpr.com) 

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

Office of the United States Trustee for the District of Puerto Rico, 

Edificio Ochoa 

500 Tanca Street, Suite 301 

San Juan, PR 00901 

(re: In re: Commonwealth of Puerto Rico) 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 12 - 

(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, Ste. 1601 

San Juan, PR 00901 

Attn: Juan J. Casillas Ayala, Esq. (jcasillas@cstlawpr.com) 

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) 

Richard Levin, Esq. (rlevin@jenner.com) 

and 

Jenner & Block LLP 

353 N. Clark Street 

Chicago, IL 60654 

Attn: Catherine Steege, Esq. (csteege@jenner.com) 

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: 

Puerto Rico Department of Treasury 

PO 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, Secretary of the Puerto Rico Treasury 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 13 - 

Department (francisco.pares@hacienda.pr.gov) 

Francisco Peña Montañez, CPA, Assistant Secretary of the Treasury 

(Francisco.Pena@hacienda.pr.gov) 

(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 (elugo@edgelegalpr.com) 

(l) attorneys for the Fee Examiner: 

Godfrey & Kahn, S.C. 

One East Main Street, Suite 500 

Madison, WI 53703 

Attn: Katherine Stadler (KStadler@gklaw.com) 

(m) attorneys for AAFAF in the PREPA Title III proceeding: 

Greenberg Taurig LLP 

200 Park Avenue 

New York, NY 10166 

Attn. Nathan A. Haynes, Esq., haynesn@gtlaw.com 

(n) attorneys for the U.S. Bank National Association: 

Maslon LLP 

90 South Seventh Street, Suite 3300 

Minneapolis, MN 55402 

Attn: Clark T. Whitmore, Esq. (clark.whitmore@maslon.com) 

William Z. Pentelovitch, Esq., (bill.pentelovitch@maslon.com) 

John T. Duffey, Esq. (john.duffey@maslon.com) 

Jason M. Reed, Esq. (jason.reed@maslon.com) 

(o) attorneys for the U.S. Bank National Association: 

Rivera, Tulla and Ferrer, LLC 

50 Quisqueya Street 

San Juan, PR 00917 

Attn: Eric A. Tulla, Esq. (etulla@riveratulla.com) 

Iris J. Cabrera-Gómez, Esq. (icabrera@riveratulla.com). 

WHEREFORE Nixon respectfully requests that the Court enter an order (a) allowing 

interim compensation for professional services rendered during the Compensation Period in 

the amount of $108,160.00 (including the 10% professional compensation holdback amount); (b) 

directing the Commonwealth to pay promptly to Nixon the difference between (i) the amount of 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 14 - 

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 Nixon, 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 Nixon’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; and (d) granting Nixon such other and 

further relief as is just and proper. 

Dated: August 4, 2023 

New York, New York

Respectfully submitted, 

/s/ Sebastian M. Torres Rodríguez 

USDC No. 301211 

Nixon Peabody LLP 

Tower 46 

55 West 46th Street 

New York, NY 10036-4120 

Telephone: (212) 940-3072 

Facsimile: (833) 936-0842 

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Exhibit A 

ITEMIZED TIME RECORDS 

June 2021 

MATTER NO.: 000002 PREPA TAX ADVICE 

For Professional Fees:

Date Timekeeper Hours Description of Services 

06/01/21 C. Young 0.90 Review and respond to e-mails from M. Rapaport 

regarding GridCo subsidiary. Call with M. Rapaport 

regarding GridCo subsidiary and final documents relating 

to Shared Services Agreement.

06/01/21 M. Rapaport 3.30 Review various LUMA documents. E-mails and 

telephone calls with Cleary regarding opinion and 

documents and closing. E-mails to LUMA's counsel 

regarding closing. Various telephone calls and e-mails 

regarding LUMA closing process.

06/11/21 S. TorresRodriguez 1.50 Search and track status of our interim fee applications in 

the Title III Docket, review the Fee Examiner Reports and 

confer with M. Rapaport regarding the same.

06/22/21 M. Rapaport 0.50 Review materials related to PREPA change in accounting.

06/29/21 M. Rapaport 0.50 E-mails regarding revised generation contract. 

TOTAL HOURS: 6.70

TOTAL FEES: $6,048.00

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4853-4238-3128.1 

Time and Expense Records for June 2021 (Fixed Fee) 

For Professional Fees: 

MATTER NO.: 000002 PREPA TAX ADVICE

For Professional Fees: 

Fees for advice to the Board related to the PREPA transaction, including the tax structuring 

options for that transaction, including delivery of the legal opinions pursuant to (i) the Puerto 

Rico Transmission and Distribution System Operation and Maintenance Agreement dated as of 

June 22, 2020 between, among others, the Puerto Rico Electric Power Authority, LUMA Energy, 

LLC and LUMA Energy ServCo, LLC and (ii) the Puerto Rico Transmission and Distribution 

System Supplemental Terms Agreement dated as of June 22, 2020 between, among others, the 

Puerto Rico Electric Power Authority, LUMA Energy, LLC and LUMA Energy ServCo, LLC.

TOTAL FOR MATTER -- PREPA TAX ADVICE: $70,000.00 

TOTAL FOR STATEMENT: $70,000.00

90% of compensation sought as actual, reasonable and necessary: $63,000 

10% Holdback: $7,000

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4853-4238-3128.1 

July 2021 

MATTER NO.: 000002 PREPA TAX ADVICE

For Professional Fees:

Date Timekeeper Hours Description of Services

07/01/21 M. Rapaport 2.50 Review Generation Contract.

07/04/21 M. Rapaport 0.40 Review Generation Contract.

07/05/21 M. Rapaport 0.50 Review Generation Contract.

 07/06/21 C. Young 1.00 Review and comment on changes to QMA. Emails with M. Rapaport.

 07/06/21 M. Rapaport 3.70 Review Generation O&M contract. Review prior 

comments. Review C. Young comments. Draft email to Ankura regarding O&M contract. Prepare 

comments for e-mail to Cleary. E-mails to S. 

Torres-Rodriguez regarding Act 164.

 07/12/21 C. Young 0.80 E-mails with M. Rapaport regarding diligence site 

(.2). Review changes to O&M Agreement (.4). Emails with M. Rapaport regarding changes to 

O&M Agreement (.2).

 07/12/21 M. Rapaport 1.50 Review changes to Generation Contract. Review 

new documents in data room.

 07/13/21 M. Rapaport 1.50 Review materials posted to data room. E-mail to 

Ankura regarding S&L report.

07/14/21 M. Rapaport 0.40 E-mails to Lucas regarding S&L analysis.

 07/20/21 M. Rapaport 0.30 E-mails to Ankura regarding S&L work product. 

 07/26/21 C. Young 0.30 Review addendum to RFP and revise QMA 

distributed to bidders.

Task Total: None 12.90 Task Fees: 12,771.00 

TOTAL HOURS: 12.90

TOTAL FEES: $12,771.00

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4853-4238-3128.1 

August 2021 

MATTER NO.: 000002 PREPA TAX ADVICE

For Professional Fees:

Date Timekeeper Hours Description of Services

 08/13/21 S. TorresRodriguez 2.70 Check status of invoices 10161158, 10161631 and 

10161638; send electronic communication to the 

P.R. Department of Treasury and confer with M. 

Rapaport regarding the same.

 08/24/21 M. Rapaport 0.40 Telephone call with D. Brownstein related to 

PREPA tax issues.

 08/27/21 C. Young 2.00 Review email regarding vegetation contract and 

need for tax opinion. Review and analyze O&M 

and Supplemental Agreement regarding need for 

tax opinion. Review and analyze vegetation 

contract for compliance with IRS safe harbors. 

Emails with M. Rapaport. Emails with working 

group regarding tax opinion. Emails with M. 

DiConza and M. Rapaport regarding PREPA 

subsidiary.

 08/27/21 M. Rapaport 0.70 Emails regarding transfer of assets to new 

affiliates. Emails regarding service contract.

 08/29/21 M. Rapaport 0.50 Reviewed emails regarding transfer of assets to 

new affiliates.

 08/30/21 M. Rapaport 0.60 Emails regarding PREPA transfer to new entity 

and contract for services. 

 08/30/21 C. Young 0.30 Emails with M. Rapaport regarding opinion on 

vegetation contract.

Task Total: None 7.20 Task Fees: 6,075.00 

TOTAL HOURS: 7.20

TOTAL FEES: $6,075.00

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September 2021 

MATTER NO.: 000002 PREPA TAX ADVICE

For Professional Fees:

Date Timekeeper Hours Description of Services

04: Category 4

 09/15/21 V. Wong 0.30 Review correspondence regarding T&D 

Geberatuib Operating Agreement.

Task Total: Category 4 0.30 Task Fees: 297.00 

 09/01/21 M. Rapaport 0.50 Reviewed documents related to new generation 

entity. Emails to C. Young.

 09/01/21 C. Young 2.50 Draft tax opinion and reliance letter for Covered 

Contract (Wright Tree Services). Emails with M. 

Rapaport. Review and analyze Operating 

Agreement for PREPA subsidiary.

 09/02/21 C. Young 0.30 Emails with working group regarding final 

executed version of contract.

09/07/21 M. Rapaport 0.30 Emails to V. Wong and Citi.

09/08/21 C. Young 0.30 Emails with M. Rapaport.

09/08/21 M. Rapaport 0.40 Emails to C. Young regarding LUMA opinions.

 09/10/21 M. Rapaport 0.80 Emails to O'Melveny regarding formation of new 

PREPA Generation Entity. Telephone call with 

D. Brownstein regarding new PREPA entity.

 09/14/21 C. Young 1.90 Review and analyze execution version of contract. 

Update contract tax opinion and send to M. 

Rapaport. Review and analyze GenCo Operating 

Agreement, GenCo Capital Contribution 

Agreement and draft of TD-Generation Operating 

Agreement. 

 09/15/21 M. Rapaport 1.00 Emails regarding transfer of PREPA assets to new 

tentities. Reviewed opinion on LUMA contract.

 09/15/21 C. Young 1.80 Review comments to opinion and reliance letter 

for vegetation contract. Revise opinion and 

reliance letter and distribute to working group. 

Review emails regarding PREPA reorganization. 

Emails with working group regarding PREPA 

reorganization documents.

 09/25/21 C. Young 0.30 Emails with Cleary and M. Rapaport regarding 

PREPA reorganization (.3).

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

 09/28/21 C. Young 0.60 Emails with M. Rapaport regarding PREPA 

reorganization and shared operating agreement. 

Call with M. Rapaport regarding contribution 

agreement.

 09/28/21 M. Rapaport 2.00 Reviewed PREPA GRIDCO documents. Emails 

to C. Young and Cleary.

09/29/21 M. Rapaport 0.40 Emails to J. Koury.

Task Total: None 13.10 Task Fees: 12,969.00 

TOTAL HOURS: 13.40

TOTAL FEES: $13,266.00

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 3 - 

Exhibit B 

ATTORNEY CERTIFICATION 

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UNITED STATES DISTRICT COURT 

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) 

CERTIFICATION OF MITCHELL RAPAPORT PURSUANT TO PUERTO RICO 

LOCAL BANKRUPTCY RULE 2016-1(a)(4) 

Mitchell Rapaport, under penalty of perjury, certifies as follows: 

1. I am a partner with the law firm of Nixon Peabody LLP (“Nixon”). 

2. I make this certification in accordance with Rule 2016-1(a)(4) of the Local Rules 

of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of 

Puerto Rico (the “Local Rules”) regarding the contents of applications for compensation and 

expenses. 

3. I am familiar with the work performed by Nixon for the Financial Oversight and 

1

 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four 

(4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico 

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

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

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations). 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

Management Board for Puerto Rico (the “Oversight Board”), acting for or on behalf of the Puerto 

Rico Electric Power Authority (“PREPA”). 

4. I have read the Eighth Interim Application of Nixon Peabody LLP for Allowance of 

Compensation for Services Rendered and for Reimbursement of Expenses as Special Counsel to 

the Financial Oversight and Management Board for Puerto Rico, as representative of the Puerto 

Rico Electric Power Authority, for the Period from June 1, 2021 through September 30, 2021

(the “Application”), and the facts set forth therein are true and correct to the best of my knowledge, 

information, and belief. 

5. To the best of my knowledge, information, and belief, formed after reasonable 

inquiry, the fees and disbursements sought in the Application are permissible under the Fee 

Examiner Guidelines, PROMESA, the Bankruptcy Code, the Federal Rules of Bankruptcy 

Procedure, the Interim Compensation Order, the Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses by Attorneys in Larger Chapter 11 Cases, effective 

November 1, 2013 (the “Guidelines”), and the Local Rules of Bankruptcy Practice and Procedure 

of the United States Bankruptcy Court for the District of Puerto Rico. 

6. I hereby certify that no public servant of the Puerto Rico Department of Treasury 

is a party to or has any interest in the gains or benefits derived from the contract that is the basis 

of this invoice. The only consideration for providing services under the contract is the payment 

agreed upon with the authorized representatives of the Oversight Board. The amount of this invoice 

is reasonable. The services were rendered and the corresponding payment has not been made. To 

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 3 - 

the best of my knowledge, Nixon does not have any debts owed to the Government of Puerto Rico 

or its instrumentalities. 

Dated: August 4, 2023 /s/ Mitchell Rapaport 

Mitchell Rapaport 

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4853-4238-3128.1 

UNITED STATES DISTRICT COURT 

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) 

ORDER APPROVING THE EIGHTH INTERIM FEE APPLICATION OF NIXON 

PEABODY LLP FOR COMPENSATION FOR SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES INCURRED AS SPECIAL COUNSEL TO THE 

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS 

REPRESENTATIVE OF THE PUERTO RICO ELECTRIC POWER AUTHORITY, FOR 

THE PERIOD FROM JUNE 1, 2021 THROUGH SEPTEMBER 30, 2021 

Upon the application (the “Application”)2 of Nixon Peabody LLP (“Nixon”), as attorneys 

for the Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”) acting 

as representative of the Debtors under Section 315(b) of the Puerto Rico Oversight, Management, 

and Economic Stability Act (“PROMESA”),3 seeking, pursuant to (a) Sections 316 and 317 of 

PROMESA, (b) Rule 2016 of the Federal Rules of Bankruptcy Procedure, (c) Local Rule 2016-1, 

1

 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four 

(4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico 

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) 

(Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of the 

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

ID: 9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last 

Four Digits of Federal Tax ID: 3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software 

limitations). 

2

 Capitalized terms not defined in this order will have the meanings ascribed to them in the Application. 

3

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

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Estimated Hearing Date: Next Omnibus Hearing Date or an earlier date as ordered by the Court 

Objection Deadline: August 24, 2023, at 4:00 p.m. (Atlantic Standard Time) 

- 2 - 

(d) 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, and (e) 

this Court’s Second Amended Order Setting Procedures for Interim Compensation 

and Reimbursement of Expenses of Professionals (Dkt. No. 3269), an allowance of interim 

compensation for professional services rendered for the period commencing June 1, 2021 through 

and including September 30, 2021 in the amount of $108,160.00; and, this Court having 

determined that the legal and factual bases set forth in the Application establish just cause for the 

relief granted herein; and after due deliberation and sufficient cause appearing therefore, it is 

hereby ORDERED that: 

1. The Application is APPROVED as set forth herein. 

2. Compensation to Nixon for professional services rendered during the 

Compensation Period is allowed on an interim basis in the amount of $108,160.00. 

3. The Debtor is authorized to pay Nixon all fees and expenses allowed pursuant to 

this Order, including those that were previously held back pursuant to the Interim Compensation 

Order, less any amounts previously paid for such fees and expenses under the terms of the Interim 

Compensation Order. 

4. The Debtor is authorized to take all actions necessary to effectuate the relief granted 

pursuant to this Order in accordance with the Application. 

Dated: August 4, 2023 

San Juan, Puerto Rico Honorable Laura Taylor Swain 

United States District Judge

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