Estimated Hearing Date: February 15, 2019 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: December 6, 2018 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

No. 17 BK 3283-LTS

Re: ECF Nos. 1063, 1150, 1715, 

3269

(Jointly Administered)

SUMMARY OF FOURTH INTERIM APPLICATION OF O’MELVENY & MYERS LLP 

FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR 

REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE PUERTO RICO FISCAL 

AGENCY AND FINANCIAL ADVISORY AUTHORITY FOR THE PERIOD FROM

JUNE 1, 2018 THROUGH SEPTEMBER 30, 2018

Name of Applicant: O’Melveny & Myers LLP

Authorized to Provide Professional Services 

to:

Puerto Rico Fiscal Agency and Financial 

Advisory Authority (“AAFAF”) as the entity 

authorized to act on behalf of the 

Commonwealth of Puerto Rico

Period for which compensation and 

reimbursement are sought:

June 1, 2018 through September 30, 2018

Amount of Compensation sought as actual, 

reasonable, and necessary:

$4,967,118.86

 

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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Amount of Expense Reimbursement sought as 

actual, reasonable, and necessary:

$125,613.01

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

 Blended Rate in this application for attorneys: $794 /hr

 Blended Rate in this application for all timekeepers: $700/hr

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Prior Monthly Fee Statements:

Compensation Period Fees Requested Expenses Requested

May 3, 2017 - May 31, 2017 $2,048,886.95 $38,076.22

June 1, 2017 - June 30, 2017 $2,019,150.05 $42,703.98

July 1, 2017 - July 31, 2017 $1,463,365.30 $14,041.60

August 1, 2017 - August 31, 2017 $2,269,785.59 $35,660.50

September 1, 2017 - September 30, 2017 $2,192,078.21 $53,644.33

October 1, 2017 - October 31, 2017 $1,713,317.35 $20,978.93

November 1, 2017 - November 30, 2017 $2,016,058.90 $14,978.51

December 1, 2017 - December 31, 2017 $1,911,030.47 $50,773.84

January 1, 2018 - January 31, 2018 $1,924,690.87 $35,684.27

February 1, 2018 - February 28, 2018 $1,616,970.91 $33,903.35

March 1, 2018 - March 31, 2018 $1,841,854.86 $35,454.35

April 1, 2018 - April 30, 2018 $1,619,214.28 $13,499.11

May 1, 2018 - May 31, 2018 $1,851,763.31 $18,580.83

June 1, 2018 - June 30, 2018 $1,900,914.83 $22,905.47

July 1, 2018 - July 31, 2018 $2,490,156.76 $66,078.78

August 1, 2018 - August 31, 2018 $1,873,894.98 $21,508.39

September 1, 2018 - September 30, 2018 $909,216.48 $22,647.11

TOTAL INCURRED: $31,662,350.10 $541,119.57

Payments Made to Date:2

Compensation Period Fees Paid Expenses Paid

May 3, 2017 - May 31, 2017 $1,843,998.26 $38,076.22

June 1, 2017 - June 30, 2017 $1,817,235.05 $42,703.98

July 1, 2017 - July 31, 2017 $1,317,028.77 $14,041.60

August 1, 2017 - August 30, 2017 $2,042,807.03 $35,660.50

September 1, 2017 - September 30, 2017 $1,972,870.39 $53,644.33

October 1, 2017 - October 31, 2017 $1,541,985.61 $20,978.93

November 1, 2017 - November 30, 2017 $1,814,453.01 $14,978.51

December 1, 2017 - December 31, 2017 $1,719,927.42 $50,773.84

January 1, 2018 - January 31, 2018 $1,732,221.78 $35,684.27

February 1, 2018 - February 28, 2018 $1,616,970.91 $33,903.35

March 1, 2018 - March 31, 2018 $1,841,854.86 $35,454.35

April 1, 2018 - April 30, 2018 $1,619,214.28 $13,499.11

May 1, 2018 - May 31, 2018 $1,851,763.31 $18,580.83

TOTAL PAID: $22,732,330.68 $407,979.82

 

2 This payment chart does not include any holdback amounts paid to date.

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TABLE OF SCHEDULES AND EXHIBITS

Schedule A - List and Summary of Hours by Professional 

Schedule B - Summary of Hours and Compensation by Matter Code 

Schedule C - Expense Summary 

Schedule D - Customary and Comparable Disclosures 

Exhibit A - Attorney Certification 

Exhibit B1-B4 - Detailed Time and Expense Records 

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Schedule A

LIST AND SUMMARY OF HOURS AND COMPENSATION BY PROFESSIONAL3

Name Title or 

Position

Hourly Rate 

Billed in this 

Application

Hours Billed 

in this 

Application

Total 

Compensation

AMALIA Y. SAX-BOLDER Associate $624.75 530.9 $331,680.23 

AMBER L. COVUCCI Associate $624.75 26.1 $16,306.08 

ALOK KUMAR Temp Attorney4 $70.00 42.5 $2,975.00 

ANDREW NADLER Paralegal $314.50 291.2 $91,582.40 

ANDREW SORKIN Counsel $688.50 71.6 $49,296.60 

ASHLEY PAVEL Counsel $692.75 515.2 $356,910.03 

BRANDON D. HARPER Associate $624.75 303.0 $189,299.50 

BRETT M. NEVE Associate $624.75 389.5 $243,340.52 

BRIAN M. ARKIN Project Assistant $127.50 48.9 $6,234.75 

DANIEL S. SHAMAH Partner $748.00 12.2 $9,125.60 

DIANA M. PEREZ Counsel $739.50 138.1 $102,124.95 

ELIZABETH L. MCKEEN Partner $807.50 371.7 $300,147.75 

FABIOLA TORCHON Temp Attorney $70.00 48.0 $3,360.00 

GARO HOPLAMAZIAN Counsel $709.75 241.7 $171,546.81 

HUMBERTO GONZALEZ Temp Attorney $70.00 51.5 $3,605.00 

IRENE BLUMBERG Associate $412.25 565.0 $232,921.91 

JACOB T. BEISWENGER Counsel $646.00 481.8 $311,242.80 

JASON M. MONTALVO Lit Supp Spec $246.50 115.1 $28,372.15 

JEFFREY CRANDALL Temp Attorney $70.00 48.0 $3,360.00 

JOHN J. RAPISARDI Partner $1,147.50 257.3 $295,251.75 

JOHN PAOLO DALOG Paralegal $204.00 51.8 $10,567.20 

JON ESPINOZA Lit Supp Spec $225.25 11.9 $2,680.49 

JOSEPH A. SPINA Associate $624.75 270.6 $169,057.76 

JOSEPH L. ROTH Associate $454.75 348.2 $158,344.36 

JOSEPH ZUJKOWSKI Counsel $739.50 133.3 $98,575.35 

LORENA ORTEGA Staff Attorney $335.75 316.3 $106,197.96 

MADHU POCHA Counsel $697.00 328.5 $228,964.50 

MARIA J. DICONZA Partner $850.00 107.3 $91,205.00 

MARO ORTE Temp Attorney $70.00 48.0 $3,360.00 

MARY-LYNNE BANCONE Librarian $148.75 15.1 $2,246.14 

MATTHEW GILL Associate $620.50 12.5 $7,756.25 

MATTHEW HINKER Counsel $743.75 133.3 $99,142.11 

MATTHEW P. KREMER Counsel $688.50 60.7 $41,791.95 

MICHAEL F. LOTITO Counsel $709.75 108.1 $76,724.14 

NANCY MITCHELL Partner $1,015.75 86.2 $87,557.95 

PETER FRIEDMAN Partner $871.25 329.2 $286,816.00 

RICHARD HOLM Associate $650.25 222.2 $144,485.81 

ROBERT NEWCOMBE Litigation Tech $246.50 20.9 $5,151.85 

SAMANTHA M. 

INDELICATO Associate $412.25 12.4 $5,111.91 

3 Prior to the submission of this Interim Fee Application, OMM has voluntarily wrote off 67.4 hours and $31,126.19 

in fees incurred by all timekeepers billing less than 10 hours during this Compensation Period.

4 Pursuant to agreement with AAFAF, all contract/temp attorneys are billed to AAFAF at cost and it is purely a 

pass through expense of OMM.

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Name Title or 

Position

Hourly Rate 

Billed in this 

Application

Hours Billed 

in this 

Application

Total 

Compensation

SHEILA AGNEW Temp Attorney $70.00 38.0 $2,660.00 

SUNG PAK Partner $807.50 35.6 $28,747.00 

SUZZANNE UHLAND Partner $1,062.50 219.0 $232,687.50 

VICTOR M. NAVARRO Litigation Tech $204.00 91.2 $18,604.80 

VICTORIA C. HARGIS Associate $454.75 106.3 $48,340.09 

WILLIAM SUSHON Partner $871.25 269.8 $235,063.59 

YAIRA DUBIN Associate $650.25 40.9 $26,595.32 

GRAND TOTAL 7966.6 $4,967,118.86

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Schedule B

SUMMARY OF HOURS AND COMPENSATION BY MATTER CODE 

Task Code Total Billed

Hours

Total Fees

Requested

Commonwealth Title III Case

ASSET ANALYSIS AND RECOVERY 4.4 $2,748.90 

ASSUMPTION AND REJECTION OF LEASES AND 

CONTRACTS

1.9 $1,824.95 

BUSINESS OPERATIONS 16.8 $13,509.90 

CASE ADMINISTRATION 688.3 $325,259.41 

CLAIMS ADMINISTRATION AND OBJECTIONS 62.8 $46,695.62 

CORPORATE GOVERNANCE AND BOARD 

MATTERS

233.2 $172,413.55 

EMPLOYEE BENEFITS AND PENSIONS 10.2 $7,416.68 

FEE APPLICATION OBJECTIONS 0.2 $147.90 

FEE APPLICATIONS 154.0 $97,687.69 

HEARINGS 17.0 $11,267.61 

LITIGATION 1,875.9 $990,406.04 

MEDIATION 160.5 $129,267.69 

MEETINGS AND COMMUNICATIONS WITH 

CREDITORS

29.2 $14,605.17 

PLAN OF ADJUSTMENT 414.8 $296,777.80 

RELIEF FROM STAY AND ADEQUATE 

PROTECTION

27.7 $20,090.21 

REPORTING 232.1 $132,331.26 

TAX 0.4 $295.80 

VENDOR AND OTHER CREDITOR ISSUES 4.0 $2,985.20 

COMMONWEALTH TOTAL 3,933.4 $2,265,731.38 

Non-Title III and Other Matters

AMBAC ASSURANCE CORPORATION V. 

COMMONWEALTH OF PUERTO RICO, ET AL.

341.3 $218,283.18 

ASOCIACIÓN DE PROFESORAS Y PROFESORES 

DEL RECINTO UNIVERSITARIO DE MAYAGÜEZ, 

INC. V. COMMONWEALTH OF PUERTO RICO, ET 

AL.

90.0 $58,256.58 

ASSURED GUARANTY CORP., ET AL. V. 

COMMONWEALTH OF PUERTO RICO, ET AL.

120.5 $71,346.57 

COMMONWEALTH - CORPORATE AND FOMB 

MATTERS

1,981.2 $1,427,226.70 

COMMONWEALTH - PENSIONS 114.5 $82,732.79 

FOMB INVESTIGATION 854.5 $434,630.34 

JRS/TRS 31.5 $21,406.40 

MBA 13.6 $11,532.80 

PBA 206.8 $152,329.93 

COMMONWEALTH - PREPA 24.5 $17,365.10

PRIDCO 19.4 $15,109.70 

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Task Code Total Billed

Hours

Total Fees

Requested

PRIFA 40.0 $29,748.31 

ROSSELLO V. FOMB 108.7 $74,389.15 

UPR 154.1 $118,156.12

NON-TITLE III TOTAL 4,100.6 $2,732,513.67 

SUBTOTAL 8,034.0 $4,998,245.05 

LESS ADJUSTMENTS FOR TRANSITORY TIMEKEEPERS5

(67.4) ($31,126.19)

GRAND TOTAL 7,966.6 $4,967,118.86

 

5 See footnote 4.

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Schedule C

EXPENSE SUMMARY

Category Amount

Copying $152.40 

Court/Filing Fees $1,699.30 

Data Hosting/ Relativity $10,591.03 

Delivery Services $104.78 

Experts $44,166.00 

Printing $6,602.80 

Local Travel $1,205.99 

Meals $578.37 

Online Research $15,831.58 

Out-of-Town Travel $39,448.54 

Other Professional Services $5,232.22 

Grand Total $125,613.01

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Schedule D

CUSTOMARY AND COMPARABLE DISCLOSURES

Category of 

Timekeeper Blended Hourly Rate

Billed OMM’s Domestic Offices 

for FY2018 (Excluding 

Restructuring Matters)

Billed This Case During the 

Compensation Period

Partner 1,030 960

Counsel/Associate 659 628

Paralegal/Other 281 249

Aggregated 738 700

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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

No. 17 BK 3283-LTS

Re: ECF Nos. 1063, 1150, 1715,

3269

(Jointly Administered)

FOURTH INTERIM APPLICATION OF O’MELVENY & MYERS LLP FOR 

ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR 

REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE PUERTO RICO FISCAL 

AGENCY AND FINANCIAL ADVISORY AUTHORITY FOR THE PERIOD FROM

JUNE 1, 2018 THROUGH SEPTEMBER 30, 2018

O’Melveny & Myers LLP (“OMM”), as counsel to the Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF”) as the entity authorized to act on behalf of the 

Commonwealth of Puerto Rico, the Puerto Rico Sales Tax Financing Corporation, the Puerto Rico 

Highways and Transportation Authority, the Employees Retirement System of the Government of 

the Commonwealth of Puerto Rico, the Puerto Rico Electric Power Authority (collectively, the

“Debtors”), and certain other public corporations and instrumentalities of the Government of 

 

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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Puerto Rico, pursuant to the authority granted to it under the Enabling Act of the Fiscal Agency 

and Financial Advisory Authority, Act 2-2017, makes its fourth interim application 

(this “Application”) for allowance of compensation, under sections 316 and 317 of PROMESA, 

of $4,967,118.86 and reimbursement of expenses of $125,613.01 for the period from June 1, 2018 

through September 30, 2018 (the “Compensation Period”) in accordance with (i) the First 

Amended Order Setting Procedures for Interim Compensation and Reimbursement of Expenses of 

Professionals, dated November 8, 2017 [ECF No. 1150], as amended [ECF Nos. 1715, 3269]

(the “Interim Compensation Order”), and (ii) the Memorandum Regarding Fee Review – Timeline 

and Process, dated November 10, 2017 (the “Fee Examiner Guidelines”). In support of this 

Application, OMM respectfully states as follows:

BACKGROUND

1. On May 3, 2017, the Commonwealth of Puerto Rico (the “Commonwealth”), by 

and through the Financial Oversight and Management Board for Puerto Rico (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.

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

by and through the Oversight Board, as COFINA’s representative pursuant to PROMESA section 

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

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

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

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

4. 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 

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

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5. On July 3, 2017, the Puerto Rico Electric Power Authority (“PREPA”), by and 

through the Oversight Board, as PREPA’s representative pursuant to PROMESA section 315(b), 

filed a petition with the Court under title III of PROMESA.

6. 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 

purposes only, pursuant to PROMESA section 304(g) and Bankruptcy Rule 1015 [ECF Nos. 242, 

537, 1417].

7. 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. To date, OMM has worked cooperatively with the Fee Examiner 

to ensure that AAFAF is provided with cost-effective and efficient services.

8. On December 15, 2017, OMM filed the First Interim Application of O’Melveny & 

Myers LLP for Allowance of Compensation for Services Rendered and for Reimbursement of 

Expenses as Counsel to the Puerto Rico Fiscal Agency and Advisory Authority for the Period From 

May 3, 2017 through September 30, 2017 [ECF Nos. 2062] (“OMM Commonwealth First Interim 

Fee Application”) seeking compensation in the amount of $9,990,147.15, and reimbursement of 

expenses in the amount of $184,126.63.

9. Pursuant to the Fee Examiner’s Initial Report, filed on March 1, 2018 (the “Initial 

Report”), the Fee Examiner recommended approval for $9,727,222.50 in fees and $173,088.87 in 

expenses in connection with the OMM Commonwealth First Interim Fee Application [ECF No. 

2645]. On March 7, 2018, such fees and expenses were approved pursuant to the Omnibus Order 

Award Interim Allowance of Compensation for Professional Services Rendered and 

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Reimbursement of Expenses for the First Interim Compensation Period from May 3, 2017 through 

September 30, 2017 [ECF No. 2685] (the “First Omnibus Compensation Order”).

10. On March 19, 2018, OMM filed the Second Interim Application of O’Melveny & 

Myers LLP for Allowance of Compensation for Services Rendered and for Reimbursement of 

Expenses as Counsel to the Puerto Rico Fiscal Agency and Advisory Authority for the Period From 

October 1, 2017 through January 31, 2018 [ECF No. 2758] (“OMM Commonwealth Second 

Interim Fee Application”) seeking compensation in the amount of $7,565,097.59, and 

reimbursement of expenses in the amount of $122,415.55.

11. Pursuant to the Fee Examiner’s Second Report on Professional Fees and Expenses 

(October 1, 2017–January 31, 2018), filed on May 30, 2018 (the “Second Report”), the Fee 

Examiner recommended approval for $7,515,279.22 in fees and $121,120.48 in expenses in 

connection with the OMM Commonwealth Second Interim Fee Application [ECF No. 3193]. On 

June 8, 2018, such fees and expenses were approved pursuant to the Omnibus Order Awarding 

Interim Allowance of Compensation for Professional Services Rendered and Reimbursement of 

Expenses for the First Interim Compensation Period from October 1, 2017 through January 31, 

2018 [ECF No. 3279] (the “Second Omnibus Compensation Order”).

12. On July 19, 2018, OMM filed the Third Interim Application of O’Melveny & Myers 

LLP for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses 

as Counsel to the Puerto Rico Fiscal Agency and Advisory Authority for the Period From February

1, 2018 through May 31, 2018 [ECF No. 3581] (“OMM Commonwealth Third Interim Fee 

Application”) seeking compensation in the amount of $6,871,237.76, and reimbursement of 

expenses in the amount of $101,437.64.

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COMPENSATION REQUESTED BY OMM

13. During the Compensation Period, OMM executed (i) an engagement letter with 

AAFAF and the Puerto Rico Treasury Department for all work related to the pending Title III 

cases during Puerto Rico’s 2019 fiscal year (the “Title III Engagement Letter”), and (ii) a separate 

engagement letter with AAFAF for all work unrelated to the pending Title III cases during Puerto 

Rico’s 2019 fiscal year (the “Non-Title III Engagement Letter” and together with the Title III 

Engagement Letter, the “Engagement Letters”). OMM has also (i) agreed to be paid directly by 

the Government Development Bank (“GDB”) for all OMM work related to the GDB Title VI 

restructuring during Puerto Rico’s 2019 fiscal year,2and (ii) signed engagement letters with both 

the Puerto Rico Electric Power Authority (“PREPA”) and the Puerto Rico Aqueduct and Sewer 

Authority (“PRASA”) for services to be provided to these agencies during Puerto Rico’s 2019 

fiscal year (hereinafter, the “PREPA Engagement Letter” and the “PRASA Engagement Letter”).

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

work of its attorneys and paraprofessionals and are disclosed in detail in the Engagement Letter. 

In light of the unique facts and circumstances of Puerto Rico’s debt restructuring, OMM agreed to 

provide a 15% discount on all fees incurred under the Engagement Letters, which is reflected in 

all Monthly Fee Statements submitted during the Compensation Period.

15. OMM’s rates are appropriate for complex corporate, securities, litigation, and 

restructuring matters, whether in court or otherwise. The rates and rate structure reflect that such 

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

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

value of such services provided to AAFAF.

 

2

 As a result of OMM’s agreement with GDB, OMM will no longer be including its invoices related to GDB work in 

its interim fee applications or monthly fee statements.

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16. During the Compensation Period, OMM did not receive any payments or promises

of payment from any other source for services rendered or to be rendered in any capacity 

whatsoever in connection with the matters covered by this Application. There is no agreement or 

understanding between OMM and any other person, other than partners of the firm, for sharing of 

compensation to be received for services rendered in these cases.3

SUMMARY OF SERVICES

17. The Compensation Period was an extremely busy and productive time for OMM in

connection with both the Title III Cases and out-of-court restructuring efforts related to other 

entities and instrumentalities. Detailed descriptions of the specific services provided and the 

time expended performing such services are attached as Exhibits B1-B4, and a summary of 

the services OMM provided during the Compensation Period is set forth below and in the 

summaries for each of the main invoice tasks codes. 

Achievement of COFINA Plan Support Agreement

18. At the beginning of the Compensation Period, an agreement in principle (the

“Agent Agreement”) was reached between the agents appointed by the Oversight Board to litigate 

the “Commonwealth-COFINA Dispute” regarding ownership of the sales and use taxes 

purportedly transferred by the Commonwealth to COFINA to secure repayment of certain 

COFINA indebtedness. OMM worked with AAFAF’s other professional advisors to analyze the 

Agent Agreement, present related recommendations to the Government of Puerto Rico, and 

prepare for the July mediation sessions that were scheduled to attempt to expand the Agent 

3 At AAFAF’s request, OMM engaged contract attorneys to provide document review services in connection with 

certain litigation matters at discounted rates. The fees for such contract attorneys were billed to AAFAF at cost and 

disclosed in OMM’s fee applications.

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Agreement into an agreement on the terms of a COFINA plan of adjustment supported by 

COFINA’s key constituencies. With the invaluable assistance of the mediation panel, and after 

several weeks of intense, good faith mediation sessions in which OMM was a key participant, the 

mediation sessions resulted in an agreement in principle announced on August 8, 2018 on the high 

level terms of a COFINA plan of adjustment. OMM was also at the forefront of several weeks of 

in-person negotiation sessions that further expanded the August 8, 2018 agreement in principle 

into the COFINA Plan Support Agreement and accompanying plan term sheet signed on August 

29, 2018 (the “COFINA PSA”) by the Oversight Board, AAFAF, COFINA, and key holders and 

insurers of COFINA’s outstanding bond debt. The COFINA PSA was subsequently amended on 

September 20, 2018 to include several additional large creditors as signatories.

19. Following execution of the COFINA PSA, OMM played a key role in preparation 

of the COFINA plan of adjustment (the “COFINA Plan”), the related disclosure statement, the 

motion to approve the Commonwealth-COFINA settlement incorporated into the COFINA PSA, 

and the various other documents contemplated under the COFINA PSA (including a draft of the 

new COFINA legislation required under the PSA and the indenture for the new bond debt 

contemplated under the COFINA Plan). These complex and voluminous documents were 

negotiated on a compressed time frame and filed by the deadlines set forth in the COFINA PSA.

20. If the transactions contemplated under the COFINA PSA and the COFINA Plan are 

implemented, COFINA’s debt restructuring will represent a one-third reduction in the aggregate 

debt of COFINA and savings of $17.5 billion in future debt service payments. The COFINA PSA 

also provides the framework for a historic consensual restructuring transaction, which will allow 

both COFINA and the Commonwealth to avoid the substantial costs and uncertainties associated 

with continued litigation in the absence of a consensual deal.

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Fiscal Plan

21. During the Compensation Period, OMM also worked extensively with AAFAF and 

other government officials endeavoring to bridge the gap with the Oversight Board with respect to 

Fiscal Plan and Budget issues — and where agreement could not be reached, OMM worked with 

AAFAF to protect the important policy making functions of the Puerto Rico government. OMM 

worked extensively with AAFAF and its other professional advisors not only in preparation of the 

revised Fiscal Plan submitted to the Oversight Board on August 20, 2018 but also in connection 

with:

 Preparation and submission of a written statement to the U.S. Congress pursuant to 

section 205 of PROMESA regarding certain policy initiatives in the Oversight 

Board’s June 29 Fiscal Plan.

 The filing an adversary complaint against the Oversight Board, each individual 

board member, and the Executive Director, challenging whether the Oversight 

Board has the authority to impose policy initiatives on the government through a 

fiscal plan and/or budget.

 Defense against the Oversight Board’s motion to dismiss the adversary complaint 

on an expedited basis, including filing response and reply briefs.

 Preparation for and attendance at the hearing on motion to dismiss before Judge 

Swain on July 25, 2018.

 Preparation and filing of a motion requesting that the Court certify its order 

granting, in part, the Oversight Board’s motion to dismiss. 

 Preparation and filing of a petition with the United States Court of Appeals for the 

First Circuit requesting that the First Circuit accept an interlocutory appeal from 

the Court’s order.

 Responding to extensive Rule 2004 discovery requests from creditors related to the 

fiscal plan.

Financial Statements and Reporting Obligations

22. During the Compensation Period, OMM reviewed and revised the 

Commonwealth’s 2015 audited financial statements, which were publically released on June 30, 

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2018. As part of this process, O’Melveny updated the Management’s Discussion and Analysis 

section, added analysis regarding the Commonwealth’s going concern, uncertainties and liquidity 

risk, and updated the Subsequent Events note to include all material developments through June 

29, 2018. These updates included a detailed description of PROMESA, the filing of the Title III 

cases and key developments therein, the status of key creditor litigation, and the developments 

related to consensual restructuring agreements under Title VI. OMM also continued to assist 

AAFAF on the monthly reports provided to the Oversight Board and uploaded to the creditor data 

room.

Other Restructuring Efforts

23. Finally, OMM successfully advanced the out-of-court restructuring efforts of 

several other entities and instrumentalities. For example, during the Compensation Period OMM:

 Analyzed potential restructuring transactions for the Puerto Rico Public Building 

Authority (“PBA”), continued discussions with two different ad hoc creditor groups 

regarding a potential forbearance agreement, and assisted PBA in responding to 

various due diligence inquiries from such groups. 

 Negotiated a six month forbearance with an ad hoc group of University of Puerto 

Rico (“UPR”) bondholders, prepared for and attended mediation regarding the 

suspension of lump-sum payments to participants in UPR’s deferred compensation 

plan, and, following the successful completion of mediation, assisted in negotiating 

and finalizing a related settlement agreement; and 

 Engaged in dialogue regarding potential loan modifications for the Puerto Rico 

Metropolitan Bus Authority and the General Services Administration and conferred 

with Scotia Bank regarding the same.

24. As a result of all of these various work streams, OMM submits that the fees and 

expenses for which its seeks approval were reasonable and necessary. All fees were also billed at 

a 15% discount to OMM’s hourly rates.

25. Additionally, OMM has established subject matters categories (each, a “Matter 

Category”) for keeping time records of the work performed for the Debtors. The following is a 

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summary, by Matter Category, of the professional services provided by OMM during the 

Compensation Period.4

a) Case Administration

26. This category includes all matters relating to general case administration and

coordination, and serves as a general code for services performed that do not fit under any other 

specific code. During the Compensation Period, OMM prepared daily and weekly updates 

detailing each filing and pleading in the Title III cases and related adversary proceedings, and kept 

an up-to-date master litigation calendar. OMM attorneys continually updated the key documents 

library for client reference, consisting of significant substantive court decisions, prior work 

product, and research memoranda. Additionally, OMM attorneys worked with AAFAF to facilitate 

the payment of fees for Title III professionals.

b) Corporate Governance

27. This category includes all corporate governance advice provided in connection with

the Title III cases, including correspondence and other communication with the Oversight Board

and monitoring compliance with the Commonwealth’s Fiscal Plan. During the Compensation 

Period, OMM assisted AAFAF with various issues related to the fiscal plans and legislative 

initiatives. OMM attorneys monitored, and frequently attended, the Oversight Board public 

listening sessions. OMM attorneys also reviewed and analyzed Oversight Board policies relating 

to Executive Orders. Additionally, OMM attorneys drafted responses to credit requests for 

disclosure of fiscal plan development materials. This category also consists of meetings with 

creditors, financial advisors, and the restructuring team consisting of members from AAFAF, 

4 Several of the matter categories do not appear in this summary because OMM did not bill a substantial amount 

of time under those categories during the Compensation Period. Exhibits B1-B4 provide a complete summary of 

hours billed and total compensation requested by matter category. 

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Rothschild, and Bank of America Merrill Lynch.

c) Employee Benefits and Pensions 

28. This category includes all time spent by OMM attorneys on matters related to 

employees of the Debtors, including the handling of union grievances and arbitrations. During the 

Compensation Period, OMM attorneys interfaced with certain unions to deal with outstanding 

grievances asserted against the Commonwealth and its agencies. OMM attorneys also analyzed 

the significance of such grievances and potential impact on an eventual plan of adjustment.

d) Litigation 

29. This category includes analysis, preparation, and prosecution of adversary 

proceedings or other litigation that is not included in the separate litigation’s matter 

number. Specifically, Rule 2004 motions are general Title III litigation matters. During the 

Compensation Period, OMM attorneys responded to (i) document requests from multiple entities, 

(ii) prepared a response, with supporting declarations to defend the Commonwealth’s deliberative 

process objections in connection with the Renewed Joint Rule 2004 Motion submitted by the Ad 

Hoc Group of General Obligation Bondholders, Ambac Assurance Corporation, the Mutual Fund 

Group, and National Public Finance guarantee Corporation; (iii) prepared a motion to dismiss the 

Pinto-Lugo adversary complaint; (iv) provided analysis and advice in connection with the 

settlement of the Commonwealth-COFINA adversary proceeding; and (v) prepared the 

Government Appellants’ responding brief in Ambac’s appeal to the First Circuit of Judge Swain’s 

order dismissing the Ambac v. Commonwealth adversary complaint.

e) Relief from Stay and Adequate Protection 

30. This category includes all matters relating to requests for relief from the automatic 

stay or for adequate protection, including assisting the Commonwealth to respond, defend, and 

settle such requests. During the Compensation Period, OMM analyzed the applicability of the 

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automatic stay to pending federal and state litigation against the Commonwealth and responded to 

dozens of requests to lift the Title III Stay, either by motion or lift stay notice. OMM frequently 

conferred with movants and the Oversight Board in an attempt to resolve motions consensually,

and when consensual resolution was reached, OMM drafted stipulations outlining the agreements.

f) Mediation 

31. This category includes all work, time, and communications related to the Title III 

mediation process. During the Compensation Period, OMM attorneys prepared for and 

participated in several mediation sessions, and assisted AAFAF and other professionals retained 

by AAFAF to respond to questions submitted in advance of and during the mediation sessions.

g) Plan of Adjustment 

32. This category includes all work done regarding the negotiation and drafting of the 

plan of adjustment. During the Compensation Period, OMM professionals researched various 

issues regarding plans of adjustment and drafted relevant strategic memoranda analyzing multiple 

issues affecting an eventual plan of adjustment. OMM attorneys also conducted lien searches and 

drafted analyses relating to the Commonwealth’s various debt issuances. In addition, OMM 

professionals closely worked and coordinated with AAFAF and its financial advisors in evaluating 

potential capital and financial structures.

h) Commonwealth-General Corporate Matters 

33. This category includes corporate matters not directly related to the Title III Cases. 

During the Compensation Period, OMM attorneys prepared letters on behalf of AAFAF in 

connection with various transactions, advised AAFAF in preparation for Oversight Board 

meetings, and attended the same. OMM attorneys also attended conferences with financial 

advisors, analyzed various issues regarding nondisclosure agreements, and engaged in strategic 

discussions on behalf of AAFAF.

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i) Commonwealth-UPR 

34. This category includes all matters relating to AAFAF in connection with ongoing 

restructuring efforts related to UPR, which at the present time is not a Title III debtor. During the 

Compensation Period, OMM professionals negotiated a six month forbearance with an ad hoc 

group of UPR bondholders and continued discussions regarding a potential Title VI restructuring 

transaction. OMM professionals also prepared for and attended mediation regarding the 

suspension of lump-sum payments to participants in UPR’s deferred compensation plan. 

Following the successful completion of mediation, the OMM team assisted in negotiating and 

finalizing a related settlement agreement.

j) Commonwealth-PBA 

35. This category includes all matters relating to AAFAF in connection with ongoing 

restructuring efforts related to Puerto Rico Public Buildings Authority (“PBA”), which at the 

present time is not a Title III debtor. During the Compensation Period, OMM professionals 

analyzed potential restructuring transactions for PBA, including conducting a debt analysis and an 

analysis of certain tax implications. OMM also continued discussions with two different ad hoc 

creditor groups regarding a potential forbearance agreement, and assisted PBA in responding to 

various due diligence inquiries from such groups.

k) Commonwealth-Pensions 

36. This category includes all services provided to AAFAF in connection with OMM’s 

analysis of the treatment of pensions under PROMESA and under applicable bankruptcy and nonbankruptcy law. Considerable time from various OMM attorneys was devoted to analyzing 

pension issues raised in various adversary proceedings, and drafting a legal memorandum 

regarding pension issues in the Title III cases.

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l) Commonwealth-PREPA 

37. In addition to the services provided directly to PREPA and billed pursuant to the 

PREPA Engagement Letter, OMM also assisted AAFAF in matters relating to PREPA’s Title III 

case during the Compensation Period. Such efforts were not duplicative and involved separate, but 

carefully coordinated, work streams. During the Compensation Period, OMM attorneys spent 

considerable time strategizing and preparing briefing in connection with a motion filed certain of 

PREPA’s bond insurance subsidiaries seeking to lift the automatic stay to appoint a receiver.

m) Commonwealth-MBA 

35. This category includes all matters relating to the preparation and negotiation of 

MBA loan documents. During the Compensation Period, OMM engaged in dialogue regarding

potential loan modifications for the Puerto Rico Metropolitan Bus Authority and the General 

Services Administration.

n) FOMB Investigation 

40. This category relates to all work done in connection with the Oversight Board’s 

investigation, conducted by Kobre & Kim, regarding the historical debt-issuance practices of the 

Commonwealth and certain of its instrumentalities as authorized under PROMESA Section 

104(o). During the Compensation Period, OMM professionals spent considerable time engaged 

in discovery, including drafting confidentiality agreements, responding to document requests by 

Kobre & Kim and various statutory committees, and drafting and filing objections regarding the 

scope of the investigation and related document productions and the applicability of various 

privileges and immunities. Also during the Compensation Period, OMM attorneys communicated 

and coordinated with Kobre & Kim, coordinated with local counsel, made document productions, 

and reviewed the final report, published on August 20, 2018.

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o) Rossello v. FOMB

43. This category relates to all work done in connection with the adversary proceeding 

involving Governor Rossello and the Oversight Board. A summary of key work streams related 

to this adversary proceeding during the Compensation Period is set forth above.

ATTORNEY CERTIFICATION

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

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 John J. Rapisardi in accordance with the U.S. Trustee Guidelines is 

attached hereto as Exhibit A.

NO PRIOR APPLICATION

39. No prior application for the relief requested by this Application has been made to 

this or any other court.

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WHEREFORE, OMM respectfully requests that the Court enter an order: (a) awarding 

OMM compensation for professional and paraprofessional services provided during the 

Compensation Period in the amount of $4,967,118.86; (b) reimbursement of actual, reasonable 

and necessary expenses incurred in the Compensation Period in the amount of $125,613.01; and 

(c) granting such other relief as is appropriate under the circumstances.

Dated: November 16, 2018 Respectfully submitted, 

New York, NY

/s/ John J. Rapisardi

John J. Rapisardi 

Nancy Mitchell 

Suzzanne Uhland 

(Admitted Pro Hac Vice)

O’MELVENY & MYERS LLP

7 Times Square 

New York, NY 10036 

Tel: (212) 326-2000 

Fax: (212) 326-2061 

Peter Friedman 

(Admitted Pro Hac Vice) 

O’MELVENY & MYERS LLP

1625 Eye Street, NW 

Washington, DC 20006 

Tel: (202) 383-5300 

Fax: (202) 383-5414 

Attorneys for the Puerto Rico Fiscal Agency 

and Financial Advisory Authority 

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