UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re 

) 

) 

PROMESA 

Title III 

) 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

) 

) 

) 

) 

No. 17 BK 3283-LTS 

(Jointly Administered) 

As a representative of ) 

) 

Re: ECF No. 1416 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

Hearing date: April 25, 2018 at 9:30 a.m. 

(Atlantic Standard Time) 

) 

FEE EXAMINER’S SUPPLEMENTAL REPORT AND INFORMATIVE MOTION 

ON UNCONTESTED FEE APPPLICATIONS FOR THE FIRST INTERIM 

COMPENSATION PERIOD (MAY 3-SEPTEMBER 30, 2017) 

RECOMMENDED FOR COURT APPROVAL AT OR BEFORE 

THE OMNIBUS HEARING ON APRIL 25, 2018 AT 9:30 A.M. (AST) 

TO: HON. LAURA TAYLOR SWAIN, 

UNITED STATES DISTRICT JUDGE 

SUPPLEMENTAL REPORT 

On March 1, 2018, the Fee Examiner filed the Fee Examiner’s Initial Report: 

I. Summary of Uncontested Fee Applications for the First Interim Compensation period 

(May 30-September 30, 2017) Recommended for Hearing and Court Approval at the Omnibus 

 

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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Hearing on March 7, 2018 at 9:30 a.m. (AST); and II. Notice of Deferral of Ten First Interim 

Fee applications for Consideration at the April 25, 2018 Omnibus Hearing or a Later Date [Dkt. 

No. 2645] (the “Initial Report”). It recommended the approval of 30 interim fee applications for 

the First Interim Fee Period (May 3-September 30, 2017) and notified the Court, the parties and 

the public of the deferral of ten First Interim Fee Period applications for consideration at the 

April 25, 2018 omnibus hearing or a later date (the “Deferred First Interim Fee Applications”), 

now set for New York. 

On March 7, 2018, the Court held a hearing and entered the Omnibus Order Awarding 

Interim Allowance of Compensation for Professional Services Rendered and Reimbursement of 

Expenses for the First Interim Compensation Period from May 3 Through September 30, 2017

[Dkt. No. 2685]. This supplement (the “Supplemental Report”) recommends for approval, on an 

uncontested basis, four of the Deferred First Interim Fee Applications as set forth in detail on the 

attached Exhibit A. The remaining six Deferred First Interim Fee Applications will, with the 

continued consent of the applicants and the Fee Examiner and with the Court’s permission, be 

deferred for consideration to the June 6, 2018 omnibus hearing or a later date.

The fee review process and findings outlined in the Initial Report apply with equal force 

to the four Deferred Applications now recommended for Court approval, as adjusted. These 

include:

1. Amended First Interim Fee Application of Ankura Consulting Group, LLC for 

Compensation for Services Rendered and Reimbursement of Expenses as 

Financial Advisors to Puerto Rico Electric Power Authority (“PREPA”) for the 

Period July 2, 2017 Through September 30, 2017 [Dkt. No. 2142]. 

2. Amended First Interim Fee Application of Ankura Consulting Group, LLC for 

Compensation for Services Rendered and Reimbursement of Expenses as 

Financial Advisors to the Commonwealth of Puerto Rico for the Period June 1, 

2017 Through September 30, 2017 [Dkt. No. 2148].

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With these two applications, Ankura, as financial advisor to PREPA and to the 

Commonwealth, requested a total of $4,222,006.50 in fees and $193,107.86 in expenses. The 

Fee Examiner identified certain non-compensable billing tasks, some vague time entries, several 

instances of double billing, and some tasks recorded in an increment other than a tenth of an 

hour. The Fee Examiner also sought documentation for most of Ankura’s travel expenses. 

Ankura provided the missing expense documentation and either provided adequate explanation 

for—or agreed to reductions with respect to—each of the identified billing deficiencies. The Fee 

Examiner recommends the Court’s approval of both Ankura fee applications, as adjusted and set 

forth on the attached Exhibit A.

3. First Interim Fee Application of Andrew Wolfe for Compensation for Services 

Rendered and Reimbursement of Expenses Incurred as an Independent 

Contractor to the Financial Oversight and Management Board for Puerto Rico, 

as Representative of the Debtors, for the Period August 1, 2107 Through 

September 30, 2017 [Dkt. No. 2259].

Mr. Wolfe serves as economic consultant to the Financial Oversight and Management 

Board, as Representative of the Debtors, providing services at a flat monthly rate of $25,000. 

The Fee Examiner reviewed Mr. Wolfe’s engagement agreements and work records, identifying 

a few travel expenses that exceeded applicable maximums imposed for these cases. Mr. Wolfe 

has agreed to the adjustment of his expense request. The Fee Examiner recommends the Court’s 

approval of Mr. Wolfe’s flat fees, without adjustment, as set forth on the attached Exhibit A. 

4. First Interim Application of O’Neill & Borges LLC for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

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

Representative of Debtors, for the Period of May 3, 2017 Through September 30, 

2017 [Dkt. No. 2075].

O’Neill & Borges serves as Puerto Rico counsel for the Financial Oversight and 

Management Board, as Representative of the Debtors. O’Neill & Borges requested $289,691.55 

in fees and $20,863.50 in expense reimbursements. The Fee Examiner identified several minor 

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4 

billing errors and expenses that exceeded applicable caps. O’Neill & Borges either accepted 

recommended reductions or provided adequate explanatory information to address the Fee 

Examiner’s concerns. The Fee Examiner now recommends Court approval of this application, as 

adjusted and outlined on the attached Exhibit A. 

INFORMATIVE MOTION 

Pursuant to the Order Relocating the April 25, 2018 Omnibus Hearing [Dkt. No. 2886], 

the Fee Examiner notifies the Court that: 

1. Pursuant to the Interim Compensation Order, the Court may grant an Interim Fee 

Application without a hearing if the Fee Examiner files a Fee Examiner Report recommending 

approval of the Interim Fee Application(s) in full or in part, and there are no objections from a 

party in interest. Interim Compensation Order at ¶ 2(j). 

2. The Fee Examiner and his counsel, Katherine Stadler of Godfrey & Kahn, S.C., 

may appear in person if necessary to respond to any matters raised by the Court or to any 

statements made by any party in connection with this Supplemental Report in Courtroom 17C of 

the United States District Court for the Southern District of New York, Daniel Patrick Moynihan 

Courthouse, 500 Pearl Street, New York, New York 10007. No additional persons representing 

the Fee Examiner will attend the hearing. 

3. The Fee Examiner’s Puerto Rico counsel, Eyck O. Lugo, may appear at the 

United States District Court for the District of Puerto Rico, 150 Carlos Chardón Street, Federal 

Building, San Juan, Puerto Rico 00918-1767, as the pro hac vice sponsor of the Fee Examiner 

and his counsel to participate in any hearing on the Deferred First Interim Fee Period 

applications recommended in this Report. 

4. Attached to this Supplemental Report as Exhibit B is a proposed Supplemental 

Omnibus Order Awarding Interim Allowance of Compensation for Professional Services 

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Rendered and Reimbursement of Expenses for the First Interim Compensation Period from 

May 3 Through September 30, 2017, which has been circulated to all of the retained 

professionals with applications recommended in this Supplemental Report. 

5. In the event that the Court enters the proposed order attached hereto as Exhibit B

prior to April 25, 2018, the Fee Examiner and his counsel will not plan to attend the hearing in 

person or by videoconference from Puerto Rico unless their attendance and participation is 

requested by the Court. 

Dated: April 16, 2018. 

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

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

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

EDGE LEGAL STRATEGIES, PSC 

 s/Eyck O. Lugo 

Eyck O. Lugo 

252 Ponce de León Avenue 

Citibank Tower, 12th Floor 

San Juan, PR 00918 

Telephone: (787) 522-2000 

Facsimile: (787) 522-2010 

Puerto Rico Counsel for Fee Examiner 

GODFREY & KAHN, S.C. 

One East Main Street, Suite 500 

Madison, WI 53703 

Telephone: (608) 257-3911 

Facsimile: (608) 257-0609 

Brady Williamson (Pro Hac Vice) 

Fee Examiner 

Katherine Stadler (Pro Hac Vice) 

Counsel for the Fee Examiner 

18791805.1 

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EXHIBIT A 

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In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

First Interim Fee Period Uncontested

Applicant Compensation Period Interim Fees Requested 

 Fee Examiner's 

Recommended 

Fee 

Adjustments 

 Interim 

Expenses 

Requested 

 Fee Examiner's 

Recommended 

Expense 

Adjustments 

Voluntary 

Discounts

 In

Reco

1 O'Neill & Borges LLC [Dkt. No. 2075] 5/3/2017 - 9/30/2017 289,691.55 $ 280.00 $ 20,863.50 $ 5,348.00 $ yes 

$ 

2 Andrew Wolfe [Dkt. No. 2259] 8/1/2017 - 9/30/2017 50,000.00 $ - $ 7,526.14 $ 158.28 $ no 

$ 

3-a Ankura Consulting Group, LLC [Dkt. No. 2148] 6/1/2017 - 9/30/2017 1,961,754.00 $ 35,983.64 $ 63,804.29 $ - $ no 

$ 

Financial Advisors to PREPA

3-b Ankura Consulting Group, LLC [Dkt. No. 2142] 7/2/2017 - 9/30/2017 2,260,252.50 $ 35,983.64 $ 129,303.57 $ - $ no 

$ 

Totals Unresolved 4,561,698.05 $ 72,247.28 $ 221,497.50 $ 5,506.28 $ - $ 

$ 

Financial Advisors to the Puerto Rico Fiscal Agency and Financial Advisory AuthorityIndependent Contractor to Debtors

Bankruptcy Counsel to Debtors

 18598889.1

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EXHIBIT B 

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

 

In re 

) 

) 

PROMESA 

Title III 

) 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

) 

) 

) 

) 

No. 17 BK 3283-LTS 

(Jointly Administered) 

As a representative of ) 

) 

Re: Dkt. Nos. 2075, 2259, 2148, and 2142 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

Hearing date: April 25, 2018 at 9:30 a.m. 

(Atlantic Standard Time) 

) 

OMNIBUS ORDER AWARDING INTERIM ALLOWANCE OF COMPENSATION FOR 

PROFESSIONAL SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

FOR THE FIRST INTERIM COMPENSATION PERIOD 

FROM MAY 3 THROUGH SEPTEMBER 30, 2017 

This matter coming before the Court on the interim fee applications (together Dkt. 

Nos. 2075, 2259, 2148, and 2142, the (“Applications”)) indicated as “Recommended for 

Approval” on the attached Exhibit A, pursuant to sections 316 and 317 of the Puerto Rico 

Oversight, Management, and Economic Stability Act (“PROMESA), Pub. L. No. 114-187, 

§§ 316, 317, 130 Stat., 549, 584-85 (2016), and Rule 2016 of the Local Rules of Bankruptcy 

Practice and Procedure of the U.S. Bankruptcy Court for the District of Puerto Rico, for the 

 

1

 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) 

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

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

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

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

No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the 

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

Digits of Federal Tax ID: 9686); and, (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case 

No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 3747) (Title III case numbers are listed as Bankruptcy 

Case numbers due to software limitations). 

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2 

interim allowance of certain fees, including all holdbacks and expenses incurred by the 

Applicants for the specific period of time set forth in each of the Applications (the 

“Compensation Period”); filed in accordance with the Order Setting Procedures for Interim 

Compensation and Reimbursement of Expenses for Professionals [Dkt. No. 1150] (the “Interim 

Compensation Order”); the First Amended Order Setting Procedures of Interim Compensation 

and Reimbursement of Expenses of Professionals [Dkt. No. 1715] (the “First Amended 

Interim Compensation Order”); and the Order Pursuant to PROMESA Sections 316 and 317 

and Bankruptcy Code Section 105(A) Appointing a Fee Examiner and Related Relief [Dkt. 

No. 1416] (the “Fee Examiner Order”); and the Court having reviewed the Applications and/or 

the supplemental report filed by the Fee Examiner with respect to the Applications [see Dkt. 

No. ____]; and the Court finding that: (a) the Court has jurisdiction over this matter pursuant to 

PROMESA section 306(a); and (b) notice of the Applications and the hearing thereon being 

adequate under the circumstances; and (c) all parties with notice of the Applications having been 

afforded the opportunity to be heard on the Applications, and no objections having been filed; 

now therefore 

IT IS HEREBY ORDERED THAT: 

1. The Applications are GRANTED on an interim basis, to the extent set forth on the 

attached Exhibit A. 

2. Each of the Applicants is allowed (a) interim compensation for services rendered 

during the Compensation Period and (b) interim reimbursement for actual and necessary 

expenses incurred during the Compensation Period, each in the respective amounts set forth on 

the attached Exhibit A, including, except as otherwise indicated, any and all holdbacks. 

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3 

3. To the extent not already paid pursuant to the Interim Compensation Order, the 

Debtors are hereby authorized and directed to pay, except as otherwise indicated on Exhibit A, 

each of the Applicants 100 percent of the fees and 100 percent of the expenses listed on 

Exhibit A under the columns “Interim Fees Recommended for Approval” and “Interim Expenses 

Recommended for Approval,” respectively, for services rendered and expenses incurred during 

the Compensation Period. 

4. Pursuant to the Fee Examiner’s supplemental report, the first interim fee 

applications of Proskauer Rose LLP, and McKinsey & Company, Inc., [Dkt. Nos. 2068, 2043, 

2045, 2053, 2066, 2073] remain adjourned for consideration at a later hearing date. 

SO ORDERED. 

Dated: April ____, 2018 

 ________________________________________ 

 LAURA TAYLOR SWAIN 

 United States District Judge 

18793137.2 

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EXHIBIT A 

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In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

First Interim Fee Period Uncontested

Applicant Compensation Period Interim Fees Requested 

 Fee Examiner's 

Recommended 

Fee 

Adjustments 

 Interim 

Expenses 

Requested 

 Fee Examiner's 

Recommended 

Expense 

Adjustments 

Voluntary 

Discounts

 In

Reco

1 O'Neill & Borges LLC [Dkt. No. 2075] 5/3/2017 - 9/30/2017 289,691.55 $ 280.00 $ 20,863.50 $ 5,348.00 $ yes 

$ 

2 Andrew Wolfe [Dkt. No. 2259] 8/1/2017 - 9/30/2017 50,000.00 $ - $ 7,526.14 $ 158.28 $ no 

$ 

3-a Ankura Consulting Group, LLC [Dkt. No. 2148] 6/1/2017 - 9/30/2017 1,961,754.00 $ 35,983.64 $ 63,804.29 $ - $ no 

$ 

Financial Advisors to PREPA

3-b Ankura Consulting Group, LLC [Dkt. No. 2142] 7/2/2017 - 9/30/2017 2,260,252.50 $ 35,983.64 $ 129,303.57 $ - $ no 

$ 

Totals Unresolved 4,561,698.05 $ 72,247.28 $ 221,497.50 $ 5,506.28 $ - $ 

$ 

Financial Advisors to the Puerto Rico Fiscal Agency and Financial Advisory AuthorityIndependent Contractor to Debtors

Bankruptcy Counsel to Debtors

 18598889.1

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