Estimated Hearing Date: November 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: August 6, 2018 at 4:00 p.m. (Atlantic Standard Time)

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

SUMMARY SHEET 

TO THIRD INTERIM FEE APPLICATION OF PROSKAUER 

ROSE LLP FOR COMPENSATION FOR SERVICES RENDERED 

AND REIMBURSEMENT OF EXPENSES INCURRED AS ATTORNEYS FOR

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO, AS REPRESENTATIVE OF THE DEBTOR, THE COMMONWEALTH OF 

PUERTO RICO, FOR THE PERIOD FEBRUARY 1, 2018 THROUGH MAY 31, 2018

 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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Schedule 1

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

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

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

Retained to Provide

Professional Services to:

The Financial Oversight and Management 

Board for Puerto Rico as Representative of

the Debtor Pursuant to PROMESA section 

315(b)

Period for Which Compensation is Sought: February 1, 2018 through May 31, 2018 (the 

“Compensation Period”)

Amount of Fees Sought: $5,434,013.80

Amount of Expense Reimbursement Sought: $286,122.56

Total Fees and Expenses 

Sought for Compensation Period: $5,720,136.36

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

This is the third interim fee application filed by Proskauer Rose LLP in the Debtor’s Title III case.

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

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

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Third Interim Compensation Period

February 1, 2018– May 31, 2018

Statement 

and Date 

Served

Period 

Covered

Total Fees 

Incurred

Total Fees 

Requested 

(90%)

Expenses 

Requested

Fees Paid 

(90%)

Expenses 

Paid

Tenth

6/13/18

2/1/18 to 

2/28/18 $925,220.60 $832,698.54 $54,960.03 Pending Pending

Tenth

(Puerto 

Rico)

6/13/18

2/1/18 to 

2/28/18 $23,225.40 $20,902.86 $0.00 Pending Pending

Eleventh

6/20/18

3/1/18 to 

3/31/18 $864,815.40 $778,333.86 $51,526.96 Pending Pending

Eleventh 

(Puerto 

Rico)

6/20/18

3/1/18 to 

3/31/18 $60,720.00 $54,648.00 $0.00 Pending Pending

Twelfth

7/3/18

4/1/18 to 

4/30/18 $1,394,197.80 $1,254,778.02 $92,244.63 Pending Pending

Twelfth

(Puerto 

Rico)

7/3/18

4/1/18 to 

4/30/18 $8,424.90 $7,582.41 $0.00 Pending Pending

Thirteenth

7/10/18

5/1/18 to 

5/31/18 $2,134,487.90 $1,921,039.11 $87,390.94 Pending Pending

Thirteenth

(Puerto 

Rico)

7/10/18

5/1/18 to 

5/31/18 $22,921.80 $20,629.62 $0.00 Pending Pending

Totals: $5,434,013.80 $4,890,612.42 $286,122.56 Pending Pending 

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

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

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

Trustee:

Blended Rate in This Application for All 

Attorneys

$759.002

Blended Rate in This Application for All 

Timekeepers

$614.00

Compensation Sought in this Application 

Already Paid Pursuant to Monthly 

Compensation Statements but Not Yet 

Allowed

$0.00

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed

$0.00

Number of Professionals Included in this 

Application3

81

Number of Professionals in This Application 

NOT Included in Staffing Plan Approved by 

Client4

N/A

If Applicable, the Difference Between Fees 

Budgeted and Compensation Sought for This 

Application Period

N/A

Number of Professionals Billing Fewer than 

15 Hours to the Case During This Application 

Period

24

Any Rates Higher than Those Approved or 

Disclosed when Retained? If yes, calculate 

and disclose the total compensation sought in 

this Application using the rates originally 

disclosed at retention.

No. As explained in the Second Interim 

Application (as defined below), rates 

increased in accordance with Proskauer’s 

engagement letter on January 1, 2018. Rates 

have not increased during the Compensation 

Period.

 2 This rate excludes non-attorneys (e.g., paralegals).

3 As used herein, the term “professionals” includes all timekeepers.

4 As noted in the budget Staffing Plan, the number of timekeepers expected to work on the matter during the 

Compensation Period was 85, and thus the actual number of timekeepers was 4 fewer than anticipated.

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Schedule 2

Summary of Professional Services Rendered by 

Timekeeper for the Period February 1, 2018 through May 31, 2018

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

PARTNERS

Ashton, Ann M. Litigation – 1980 $759 97.20 $73,774.80

Barak, Ehud BSGR&B6 – 2010 $759 342.00 $259,578.00

Bienenstock, Martin J. BSGR&B – 1978 $759 240.30 $182,387.70

Brenner, Guy 

Labor & 

Employment –

2002

$759 51.20 $38,860.80

Corn, Richard M. Tax - 2005 $759 11.60 $8,804.40

Dale, Margaret A. Litigation – 1990 $759 102.30 $77,645.70

Faust, Scott A.

Labor & 

Employment –

1985

$730 6.70 $5,085.30

Febus, Chantel L. Litigation – 2003 $759 106.10 $80,529.90

Ferrara, Ralph C. Litigation – 1970 $759 162.70 $123,489.30

Firestein, Michael A. Litigation – 1983 $759 121.50 $92,218.50

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

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

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

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

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

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

November 25, 2016 engagement letter with the Oversight Board (a copy of which is available on the Oversight 

Board’s website at https://juntasupervision.pr.gov/wp-content/uploads/wpfd/50/ 58b6126be2546.pdf) (the 

“Engagement Letter”) provides that Proskauer’s rates will be increased on January 1 (rather than on November 1) 

by the lower of the percentage rate increase announced as of November 1 and four percent. Because Proskauer’s 

fees under the Engagement Letter are a blended rate (currently $759) for all attorneys and another, lower blended 

rate (currently $260) for all other professionals, no annual step increases will be applicable to the rates charged in 

this matter. As detailed in the Second Interim Application, Proskauer’s rates under the Engagement Letter increased 

from $730 per hour for attorneys and $250 per hour for paraprofessionals to $759 per hour for attorneys and $260 

per hour for paraprofessionals on January 1, 2018, during the second interim compensation period. Rates have not 

increased during this Compensation Period.

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

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Hamburger, Paul M.

Labor & 

Employment –

1985

$759 9.40 $7,134.60

Harris, Mark Litigation – 1992 $759 19.90 $15,104.10

Indelicato, Vincent BSGR&B – 2009 $759 5.40 $4,098.60

Levitan, Jeffrey W. BSGR&B – 1983 $759 89.90 $68,234.10

Martinez, Carlos E. Corporate – 1988 $759 2.50 $1,897.50

Mashberg, Gregg M. Litigation – 1978 $759 99.30 $75,368.70

Mungovan, Timothy W. Litigation – 1994 $759 251.30 $190,736.70

Perra, Kevin J. Litigation – 1995 $759 148.90 $113,015.10

Piccirillo, Antonio N. Corporate – 1996 $759 5.30 $4,022.70

Possinger, Paul V. BSGR&B – 1993 $759 356.90 $270,887.10

Rappaport, Lary Alan Litigation – 1979 $759 24.80 $18,823.20

Ratner, Stephen L. Litigation – 1975 $759 171.00 $129,789.00

Richman, Jonathan E. Litigation – 1984 $759 363.70 $276,048.30

Rosen, Brian S. BSGR&B – 1983 $759 373.80 $283,714.20

Vermal, Ana Litigation – 2001 $759 76.10 $57,759.90

Weise, Steven O. Corporate – 1974 $759 7.30 $5,540.70

Zall, Richard J. Corporate – 1981 $759 .80 $607.20

Total for Partners: 3,247.90 $2,465,156.10

SENIOR COUNSEL

Galler, Jonathan Litigation –2004 $730 25.70 $19,506.30

Leader, Jordan B. Litigation – 2000 $730 5.60 $4,250.40

Total for Senior Counsel: 31.30 $23,756.70

ASSOCIATES

Alladi, Om V. Litigation – 2017 $759 3.20 $2,428.80

Alonzo, Julia D. Litigation – 2009 $759 412.10 $312,783.90

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Bargoot, Alexandra V. Litigation – 2016 $759 218.70 $165,993.30

Barrera Gazcon, Javier Litigation – 2016 $759 1.40 $1,062.60

Bowman, Courtney M. Litigation – 2013 $759 .30 $227.70

Chalett, Zachary Litigation – 2017 $759 370.60 $281,285.40

Desatnik, Daniel BSGR&B – 2016 $759 223.00 $169,257.00

DiGrande, Melissa Litigation– 2017 $759 144.10 $109,371.90

Esses, Joshua A. Corporate – 2017 $759 121.30 $92,066.70

Fier, Seth D. Litigation – 2006 $759 47.10 $35,748.90

Forbes, Carl C. Litigation – 2011 $759 1.60 $1,214.40

Friedman, Amelia Litigation – 2013 $759 17.30 $13,130.70

Hayes, Christopher M. Corporate – 2013 $759 26.30 $19,961.70

Huffman, James R. Tax - 2017 $759 .90 $683.10

Kim, Mee R. Litigation – 2016 $759 259.00 $196,581.00

Ma, Steve BSGR&B – 2014 $759 283.40 $215,100.60

Roberts, John E. Litigation – 2009 $759 7.70 $5,844.30

Roche, Jennifer L. Litigation – 2007 $759 59.90 $45,464.10

Rochman, Matthew I. Litigation – 2010 $759 32.70 $24,819.30

Semanski, Kathleen R. Tax - 2017 $759 5.30 $4,022.70

Skellet, Alexandra K. Litigation – 2003 $759 99.20 $75,292.80

Stafford, Laura Litigation – 2012 $759 205.70 $156,126.30

Teng, Pengtao Corporate – 2017 $759 13.50 $10,246.50

Webb, Jeramy D. BSGR&B – 2015 $759 65.70 $49,866.30

Wolf, Lucy Litigation – 2017 $759 72.50 $55,027.50

Wolkinson, Rachel O. Litigation - 2006 $759 6.80 $5,161.20

Zajac, Jared BSGR&B – 2009 $759 132.00 $100,188.00

Zerjal, Maja BSGR&B – 2012 $759 169.70 $128,802.30

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Total for Associates: 3,001.00 $2,277,759.00

LAW CLERKS

Carino, Elisa Litigation Law 

Clerk – N/A $260 183.50 $47,710.00

Mazurek, Carl Litigation Law 

Clerk – N/A $260 108.40 $28,184.00

Stevens, Elliot R.7 BSGR&B Law 

Clerk – N/A $260 169.70 $44,122.00

Total for Law Clerks: 461.60 $120,016.00

PARAPROFESSIONALS

Cooper, David C. Corporate

Paralegal – N/A $260 217.50 $56,550.00

Dillon, Emma Litigation 

Paralegal – N/A

$260 15.40 $4,004.00

Finkelstein, Henry S. Litigation 

Paralegal – N/A $260 .40 $104.00

Giddens, Magali BSGR&B 

Paralegal – N/A $260 262.00 $68,120.00

Golinder, Olga A. Litigation 

Paralegal – N/A $260 17.50 $4,550.00

Henderson, Laurie A. Professional 

Resources – N/A $260 2.80 $728.00

Jones, Allen C. Labor & 

Employment

Paralegal – N/A

$260 .60 $156.00

Klock, Joseph Professional 

Resources – N/A $260 4.10 $1,066.00

 7 Admitted to the bar during the Compensation Period. Once admitted and sworn into the bar, the timing of which 

varies on an individual- and jurisdictional-basis, law clerks are reclassified and billed as associates beginning on 

the first day of the month following such admission.

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Miller, Tiffany Labor & 

Employment

Paralegal – N/A

$260 272.40 $70,824.00

Monforte, Angelo Litigation 

Paralegal – N/A $260 242.40 $63,024.00

Petrov, Natasha BSGR&B 

Paralegal – N/A $260 59.00 $15,340.00

Reed, William A. Litigation 

Paralegal – N/A $260 1.70 $442.00

Sherman, Tayler M. Litigation 

Paralegal – N/A $260 260.90 $67,834.00

Silvestro, Lawrence T. Litigation 

Paralegal – N/A $260 432.60 $112,476.00

Supronik, Lukasz Professional 

Resources – N/A $260 3.90 $1,014.00

Tarrant, Christopher M. BSGR&B 

Paralegal – N/A $260 112.20 $29,172.00

Urias, Gabriela A. Litigation 

Paralegal – N/A $260 9.60 $2,496.00

Williams, Selena F. Litigation 

Paralegal – N/A $260 29.90 $7,774.00

Winkelspecht, Michael J. Professional 

Resources – N/A $260 20.20 $5,252.00

Wizner, Eamon Litigation 

Paralegal – N/A

$260 56.70 $14,742.00

Wong, Naomi Litigation 

Paralegal – N/A $260 83.30 $21,658.00

Totals for Paraprofessionals: 2,105.10 $547,326.00

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PROFESSIONALS

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Attorneys, Law Clerks, and 

Paraprofessional Totals: 8,846.90 $5,434,013.80

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Schedule 3

Summary of Professional Services Rendered by Project 

Category for the Period February 1, 2018 through May 31, 2018

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT

201

Tasks Relating to the Board, its 

Members, its Staff, its Advisors or its 

Consultants

554.30 $368,069.20

202 Legal Research 194.70 $119,334.30

203 Hearings and Other Non-Filed 

Communications with the Court 260.60 $194,452.10

204 Communications with Claimholders 370.70 $268,736.60

205

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

211.30 $159,927.60

206 Documents Filed on Behalf of the Board 1,066.10 $790,507.30

207 Non-Board Court Filings 461.00 $349,100.60

208 Stay Matters 87.90 $55,987.60

209 Adversary Proceeding 54.50 $36,974.30

210 Analysis and Strategy 1,747.90 $1,277,305.00

211 Non-Working Travel Time 67.70 $51,384.30

212 General Administration 2,016.60 $558,996.50

213 Labor, Pension Matters 139.90 $105,285.90

214 Legal/Regulatory Matters 8.00 $5,972.20

215 Plan of Adjustment and Disclosure Statement 493.50 $319,676.50

216 Confirmation 54.50 $40,916.40

217 Tax 26.50 $19,963.80

218 Employment and Fee Applications 261.70 $145,886.00

219 Appeal 763.80 $562,009.70

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PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT

220 Fee Applications for Other Parties 5.70 $3,527.90

Total for All Project Categories: 8,846.90 $5,434,013.80

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Schedule 4

Summary of Actual and Necessary Expenses Incurred 

for the Period February 1, 2018 through May 31, 2018

EXPENSE CATEGORY AMOUNTS

Airplane $8,067.93

Dinner Voucher/SWeb $3,004.57

Filing and Court Costs $10.00

Food Service/Conf. Dining $75,728.62

Lexis/ Westlaw $98,434.00

Local Delivery $196.65

Local Meals $365.97

Lodging $9,714.19

Meals/Dinner Voucher $9.48

Messenger/Delivery $467.01

Other Database Research $5,127.62

Out of Town Meals $553.21

Out of Town Transportation $1,415.86

Outside Reproduction $1,013.48

Practice Support Vendors $60,735.53

Printing, Binding, etc. $3,065.75

Reproduction $13,393.40

Taxi, Carfare, Mileage and Parking $1,032.70

Taxicab/Car Service $1,638.99

Telephone $280.00

Transcripts & Depositions $1,867.60

Total: $286,122.56

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Schedule 5

Blended Rate Chart

CATEGORY OF 

TIMEKEEPER

BLENDED HOURLY RATE

BILLED 

Domestic offices in which timekeepers 

collectively billed at least 10% of 

the hours to the bankruptcy case 

during the application period, for

preceding year, excluding bankruptcy

BILLED

In this fee application8

Partners $1,120 $759

Senior Counsel $950 $759

Associates (7 or more years since 

first admission) $829 $759

Associates (4-6 years since first 

admission) $768 $759

Associates (1-3 years since first 

admission) $613 $759

Law Clerks $537 $260

Paraprofessionals $301 $260

Other $442 $260

All Timekeepers Aggregated: $802 $614

 8 As explained in more detail herein and in the Engagement Letter, in connection with its representation of the Oversight Board, 

both inside and outside of Title III, Proskauer agreed to a custom fee arrangement, whereby (a) prior to January 1, 2018, partners, 

counsel, and associates were billed at $730 per hour, and all other staff were billed at $250 per hour, and (b) as of January 1, 

2018, partners, counsel, and associates are billed at $759 per hour, and all other staff are billed at $260 per hour.

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Estimated Hearing Date: November 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: August 6, 2018 at 4:00 p.m. (Atlantic Standard Time)

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

THIRD INTERIM FEE APPLICATION OF PROSKAUER 

ROSE LLP FOR COMPENSATION FOR SERVICES RENDERED 

AND REIMBURSEMENT OF EXPENSES INCURRED AS ATTORNEYS FOR

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO, AS REPRESENTATIVE OF THE DEBTOR, THE COMMONWEALTH OF 

PUERTO RICO, FOR THE PERIOD FEBRUARY 1, 2018 THROUGH MAY 31, 2018

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

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

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

Management, and Economic Stability Act (“PROMESA”), 2 hereby submits this third interim 

application (the “Application”),3 pursuant to PROMESA sections 316 and 317, Rule 2016 of the 

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

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

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

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

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

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

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

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

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

limitations.)

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

3 The Application solely pertains to fees and expenses incurred with respect to the Debtor’s Title III case and does not 

address fees or expenses incurred with respect to other services performed for the Oversight Board (a) on behalf of 

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

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Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),4 Rule 2016-1 of the Local 

Bankruptcy Rules for the United States Bankruptcy Court for the District of Puerto Rico (the “Local 

Rules”), and the United States Trustee Guidelines for Reviewing Applications for Compensation 

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

Cases issued by the Executive Office for the United States Trustee, 28 CFR Part 58, Appendix B 

(the “Guidelines”), and in accordance with this Court’s Second Amended Order Setting Procedures 

for Interim Compensation and Reimbursement of Expenses of Professionals [ECF No. 3269] (the 

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

services performed by Proskauer for the period commencing February 1, 2018 through and 

including May 31, 2018 (the “Compensation Period”) in the amount of $5,434,013.80, 

$5,318,721.70 of which represents fees earned outside of Puerto Rico and $115,292.10 of which 

represents fees earned in Puerto Rico, and (b) reimbursement of its actual and necessary expenses

in the amount of $286,122.56 incurred during the Compensation Period. In support of the 

Application, Proskauer respectfully avers as follows:

Jurisdiction

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

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

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

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

and 317.

 4 The Bankruptcy Rules are made applicable to the Debtor’s Title III case pursuant to PROMESA section 310.

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3

Background

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

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

members.

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

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

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

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

48 U.S.C. § 2175.

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

entity” under PROMESA section 101(d).

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

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

8. On May 3, 2017, the Oversight Board issued a restructuring certification pursuant 

to PROMESA sections 104(j) and 206 and filed a voluntary petition for relief for the Debtor

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

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

representative in the Debtor’s Title III Case.

9. Background information regarding the Debtor and its instrumentalities, and the 

commencement of the Debtor’s Title III Case, is contained in the Notice of Filing of Statement of 

Oversight Board in Connection with PROMESA Title III Petition [ECF No. 1], attached to the 

Commonwealth’s Title III petition.

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

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

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

Representative of the Debtor, The Commonwealth of Puerto Rico, for the Period May 3, 2017 

through September 30, 2017 [ECF No. 2068] (the “First Interim Application”). 

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

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

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

of the Debtor, The Commonwealth of Puerto Rico, for the Period October 1, 2017 through January 

31, 2018 [ECF No. 2868] (the “Second Interim Application”). 

12. On June 13, 2018, Proskauer served on the Notice Parties (as defined in the Interim 

Compensation Order) its tenth monthly fee statement for the period February 1, 2018 through 

February 28, 2018. On June 20, 2018, Proskauer served on the Notice Parties its eleventh monthly 

fee statement for the period March 1, 2018 through March 31, 2018. On July 3, 2018, Proskauer 

served on the Notice Parties its twelfth monthly fee statement for the period April 1, 2018 through 

April 30, 2018. . On July 10, 2018, Proskauer served on the Notice Parties its thirteenth monthly 

fee statement for the period May 1, 2018 through May 31, 2018.

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

summary, Proskauer has requested an aggregate payment of $5,176,734.98 (payment of ninety 

percent (90%) of the compensation sought and reimbursement of one-hundred percent (100%) of 

expenses incurred) and has received no payment with respect to fee statements filed during the 

Compensation Period.

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Summary of Services Rendered by Proskauer During the Compensation Period

14. The instant application is Proskauer’s third for interim compensation in the Debtor’s 

Title III Case. Proskauer worked for the Oversight Board to continue the significant progress 

achieved during the first and second interim periods. In the first interim period, Proskauer 

transitioned the Commonwealth and certain of its instrumentalities to Title III, and, among other 

things, negotiated a mechanism to resolve the Commonwealth-COFINA dispute over billions of 

sales and use tax revenues, and successfully defended against attempts by creditors to (a) seize the 

toll revenues HTA needed to maintain the Commonwealth’s transportation system and (b) seize

PREPA and its revenues by putting PREPA in the hands of a receiver. In the second interim period, 

in the face of the devastation wrought by Hurricanes Irma and Maria, Proskauer worked with the 

Oversight Board’s officers and other professionals to assess the situation, take actions to ensure the 

provision of basic services and reformulate restructuring initiatives to reflect the changing 

economic landscape. Proskauer also successfully defended against numerous creditor efforts to

enjoin the Oversight Board from proceeding toward a plan of adjustment based on the certified 

fiscal plan and to seize many revenue streams. 

15. In this Compensation Period, Proskauer built on these important achievements. In 

the face of a liquidity crunch that threatened to halt PREPA’s operations and leave the island 

without electricity, Proskauer worked diligently with Government attorneys to secure court 

authorization for the Commonwealth to lend $1 billion to PREPA on a superpriority and priming 

lien basis, despite significant protest by creditor groups. The Court approved a $300 million 

superpriority loan with leave to return for approval of a larger loan with superpriority and a priming 

lien, if necessary and appropriate. Proskauer took a leading role in assisting the Oversight Board 

with the development, certification, and defense of revised fiscal plans that will provide the 

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blueprint for Puerto Rico’s future prosperity and fiscal responsibility. Proskauer drafted the 

appellate briefs in creditors’ appeals seeking to reverse decisions protecting HTA and PREPA 

revenues. Proskauer also played a key role in furthering the resolution of the CommonwealthCOFINA Dispute, a threshold issue involving billions of dollars’ worth of tax revenues the 

resolution of which is critical to a successful restructuring. Among others, Proskauer’s notable 

undertakings during this Compensation Period in furtherance and defense of the Oversight Board’s 

mandate under PROMESA of returning the Commonwealth to fiscal responsibility and access to 

capital markets include: 

• Certification of New Fiscal Plans and Budgets. Proskauer has played an instrumental 

and extensive role in the development and defense of new certified fiscal plans for the 

Commonwealth and its instrumentalities following the humanitarian and economic 

devastation wrought by Hurricanes Irma and Maria. While the Oversight Board worked 

closely with the Commonwealth in trying to certify plans submitted by the 

Commonwealth and certain of its instrumentalities, these fiscal plans were ultimately 

rejected by the Oversight Board, which developed and certified its own fiscal plans. 

Proskauer assisted the Oversight Board in this regard, including working with the 

Oversight Board’s financial advisors to rigorously analyze data, assess the economic and 

structural impact of proposed fiscal plans, and ultimately assist the Oversight Board in 

drafting and certifying fiscal plans that will help achieve PROMESA’s purpose of 

instilling financial responsibility and restoring the island’s access to capital markets.

• Commonwealth-COFINA Dispute. Proskauer furthered the Oversight Board’s important 

and active role with respect to the Commonwealth-COFINA Dispute, a dispute central

to the Commonwealth’s restructuring. During the Compensation Period, Proskauer

drafted and filed a joint urgent motion with the Commonwealth and COFINA agents

seeking an order expanding the agents’ mediation and immunity protections to allow 

them to participate in a mediation agenda prepared by the judicial mediators. This motion 

was granted after Proskauer successfully defended it from objections by both the 

Government and creditors. In addition, in connection with a directive from the Court, 

Proskauer prepared a report confirming the Oversight Board’s, Commonwealth Agent’s, 

and COFINA Agent’s compliance with the Commonwealth-COFINA Dispute 

Stipulation. Proskauer also closely monitored, analyzed, researched, and advised on 

myriad issues raised in the dispute, including opposing the COFINA Agent’s motion to 

certify questions of Puerto Rico Law to the Supreme Court of Puerto Rico. The Court 

denied the motion to certify, agreeing with the Oversight Board’s assessment of the 

situation and the pleadings prepared and filed by Proskauer. Finally, Proskauer advised 

the Oversight Board in connection with a motion filed by AFSCME that sought to compel 

compliance with the stipulation governing the Commonwealth-COFINA Dispute. The 

Court eventually issued a ruling consistent with the Oversight Board’s position. 

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• UCC Rule 2004 Motion. Proskauer defended against a renewed motion by the UCC 

seeking to undertake an expansive discovery program pursuant to Rule 2004, which 

program overlapped with the Oversight Board’s pending investigation into financial 

institutions previously involved in bond sales. The discovery would be extremely 

burdensome and costly when Puerto Rico’s resources are already stretched extremely 

thin, and unnecessary given that the Oversight Board has already retained an Independent 

Investigator to investigate the same issues transparently and in cooperation with the UCC 

and the Retiree Committee. The motion has been fully briefed before Judge Dein, who 

has held the motion in abeyance to provide the Independent Investigator with additional 

time to complete its investigation and file procedures governing the sharing of 

information collected in the course of its investigation. In addition, following extensive 

briefing by Proskauer, Judge Dein affirmed the Oversight Board’s position that a 

wholesale production of documents relating to the development of fiscal plans was 

unwarranted and would be counterproductive. Accordingly, Proskauer was tasked with 

determining categories of documents deemed privileged and recommending subsequent 

production procedures.

• PREPA Postpetition Financing Motion. Hurricanes Irma and Maria devastated Puerto 

Rico’s electrical grid and left more than half of the island without electricity for many 

months. As a result, PREPA was left with significantly reduced cash collections and a 

dire need for financial resources to continue operations. Acting on PREPA’s emergency 

need, Proskauer worked with the Commonwealth, PREPA, and their respective advisors 

to determine (i) terms on which the Commonwealth could and should lend money to 

PREPA, (ii) PREPA’s cash needs, and (iii) a marketing process for postpetition 

financing. Proskauer drafted pleadings seeking approval of financing having 

superpriority and priming liens, with the Court ultimately granting a $300 million 

superpriority financing and providing that PREPA may apply for more financing on the 

original proposed terms if warranted. As part of this process, Proskauer engaged in 

numerous rounds of negotiations with creditors to achieve amendments acceptable to the 

Court and various constituencies. 

16. One of Proskauer’s primary roles has been the defense of the Title III Debtors’

interests in numerous, multi-billion-dollar adversary proceedings and contested matters brought by 

various bondholders and monoline insurers. Such matters seek, among other things, to enjoin the 

Oversight Board from proposing a plan of adjustment consistent with the Commonwealth’s 

certified fiscal plan, to nullify the Commonwealth’s certified fiscal plan, and to compel turnovers 

of billions of dollars of revenues critical to the Commonwealth’s viability and the provision of 

public services on the island in the wake of the hurricanes. Proskauer has defended against these 

challenges and raised numerous legal issues, many of first impression, involving, among other 

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things, the constitutionality of various PROMESA provisions, the correct interpretation of various 

sections of PROMESA and the Bankruptcy Code, and the validity of certain creditors’ asserted

liens. The following is a summary of major litigation matters in which Proskauer served as lead 

counsel for the Title III Debtors during the Compensation Period:

• Peaje Investment, LLC v. Puerto Rico Highways & Trans. Authority, et al., Adv. Proc. 

No. 17-00151/152: Action brought by a holder of $64 million worth of 1968 HTA bonds 

seeking an injunction against HTA’s use of its revenues and requesting adequate 

protection. Proskauer vigorously defended the action. Plaintiff’s motion (which was the 

subject of factual and expert discovery, a full evidentiary hearing, and extensive briefing)

was denied by the Court, which found plaintiff failed to show it had a substantial 

likelihood of prevailing on the merits regarding its claim of a statutory lien. Plaintiffs 

appealed the judgment to the United States Court of Appeals for the First Circuit (the 

“First Circuit”). The issues before the First Circuit stem from whether or not plaintiff is 

entitled to receive debt payments prior to confirmation of a plan of adjustment and 

whether it showed a probability of success on its contention it held a statutory lien. Both 

Proskauer and plaintiff fully briefed their respective issues before the First Circuit and 

on June 5, 2018, Proskauer presented oral argument. The First Circuit took the arguments 

sub judice.

• Assured Guaranty Corp., et al. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 

17-00155/156: Action brought by HTA bond insurers to require turnover of HTA 

revenues for postpetition debt service under sections 922 and 928 of the Bankruptcy 

Code. Proskauer fully briefed and argued a motion to dismiss the action, which the Court 

granted, closing the adversary proceeding. A notice of appeal to the First Circuit was 

filed. The Appellant filed its brief, and on July 9, 2018, Proskauer filed the Appellee’s 

brief, after having also reviewed and taken into consideration the amicus briefs filed by 

the National Federation of Municipal Analysts and the Securities Industry and Financial 

Markets Association.

• Ambac Assurance Corp. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 17-

00159: Action brought by an HTA bond insurer (i) claiming unconstitutional takings and 

due process violations, (ii) seeking turnover of HTA revenues for postpetition debt 

service under sections 922 and 928 of the Bankruptcy Code, and (iii) seeking to compel 

payment of “claw back” revenues to HTA for the bondholders’ benefit. Proskauer fully 

briefed and argued a motion to dismiss the complaint, which the Court granted. The case 

is currently on appeal to the First Circuit. Plaintiff filed its brief and Proskauer is in the 

process of drafting and preparing to file the Appellee’s brief, which will be filed on or 

before August 20, 2018.

• ACP Master LTD., et al. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 17-

00189: Action brought by holders of GO bond debt to obtain declaratory and injunctive 

relief restricting the Commonwealth’s use of essential “claw back” and property tax 

revenues. Proskauer fully briefed and argued a motion to dismiss, which the Court 

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granted. Plaintiffs appealed the judgment to the First Circuit. Plaintiffs have filed their 

brief, and on July 2, 2018, Proskauer filed the Appellees’ brief. Additionally, Proskauer 

responded to the UCC’s motion to be recognized as an appellee in the appeal, arguing

the UCC lacked constitutional standing. Finally, Proskauer has reviewed and taken into 

consideration the amicus briefs filed by a group of ERS’s secured claimholders.

• Asociación de Profesoras y Profesores del Recinto Universitario de Mayagüez, Inc. v. 

Commonwealth of Puerto Rico, et al., Adv. Proc. No. 17-00197: Action brought by 

APRUM against the Commonwealth, the Oversight Board, Governor, the Hon. Raúl 

Maldonado Gautier, José Iván Marrero Rosado, and Natalie A. Jaresko to enjoin the 

defendants from presenting any plan of adjustment until a new fiscal plan is formulated 

and certified. In their motion to dismiss the original complaint, Defendants argued (i) the 

Court lacks subject matter jurisdiction; (ii) plaintiff lacks standing and is not a party in 

interest; and (iii) PROMESA prohibits the Court from interfering with the 

Commonwealth’s decisions about the use of its property and revenues. Plaintiff filed an 

amended complaint on May 11, 2018, in which it sought a declaration that UPR’s 

services are indispensable and an order enjoining the filing of a plan of adjustment until 

recasting of the Fiscal Plan and 2017-2018 Budget has occurred. Proskauer has worked 

with counsel for the co-defendants to draft a response to the amended complaint.

• Voya Institutional Trust Co. v. Univ. of P.R., et al., Adv. Proc. No. 17-00216: Plaintiff, 

Voya Institutional Trust Company (“VITC”), as trustee for the University of Puerto Rico 

deferred compensation plan (the “DFC Plan”), filed a complaint against UPR, the 

president of UPR and the Governor, seeking a determination as to whether (i) VITC can 

comply with UPR’s request to transfer DFC Plan funds to a successor trustee under 

PROMESA, and (ii) VITC can be liable for violating the automatic stay. During prior 

interim periods, defendants filed motions to dismiss and the parties filed a joint status 

report advising the Court that they are trying to resolve the issues. During this 

Compensation Period, VITC and UPR filed a May 28 joint status report informing the 

Court that the parties had agreed to participate in mediation to attempt to consensually 

resolve this case. Proskauer worked diligently to facilitate a resolution to this dispute 

during this Compensation Period, and, on June 30, the parties filed a status report 

indicating that documents are being prepared to formalize an agreement.

• University of P.R. v. Voya Institutional Trust Co., Adv. Proc. No. 17-00217: UPR 

originally filed an action in Puerto Rico local court seeking to compel VITC, as trustee 

for UPR’s DFC Plan, to comply with the terms of the DFC Plan, including a request to 

turn over all funds in VITC’s possession to UPR. VITC removed the action to the United 

States District Court for the District of Puerto Rico. The arguments in this case are 

similar to those in Adv. Proc. No. 17-00216. The parties filed a joint status report on 

December 14, 2017, stating they are trying to resolve the issues. On December 15, 2017 

the case was stayed until April 13, 2018. Since April 13, 2018, VITC and UPR have 

filed two joint status reports: one on May 28, 2018, informing the Court that the parties 

had agreed to participate in mediation to attempt to consensually resolve the case, and 

another, on June 26, 2018, indicating that documents are being prepared to formalize an 

agreement. Proskauer worked diligently throughout the Compensation Period to drive 

consensus and reach a mutually agreeable resolution to the action.

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• Siemens Transp. P’ship P.R., S.E. v. P.R. Highways and Transp. Auth., Adv. Proc. No. 

18-00030: Plaintiff Siemens filed a complaint against HTA, the Oversight Board,

AAFAF, and the GDB seeking a judgment: (i) declaring certain funds are due to plaintiff; 

(ii) declaring the funds held by the GDB are property of plaintiff; (iii) enjoining 

defendants from disbursing any of the funds to any party other than plaintiff; and 

(iv) releasing the funds to plaintiff. The action arises out of a contractual dispute relating 

to construction work provided for the benefit of HTA. Proskauer drafted and filed a 

motion to dismiss, which has been fully argued and is now sub judice.

• Puerto Rico Elec. Power Auth., et al v. Ad Hoc Group-PREPA Bondholders, et al., (First 

Circuit Court of Appeals No. 17-2079): The Ad Hoc Group of PREPA Bondholders, et

al., holding and/or insuring approximately $5.3 billion of PREPA Bonds, moved the 

Bankruptcy Court, in the PREPA Title III action, for relief from the automatic stay to 

commence litigation against PREPA for the appointment of a receiver. Proskauer filed

a lengthy response vehemently opposing the motion, in a supplement brief requested by 

the Court, arguing PROMESA section 305 prevents the Court from lifting the stay for 

the purpose requested by the bondholders to seek appointment of a receiver who would 

take control of PREPA’s unencumbered property, have all the powers of a trustee over 

the board, management, and employees, and be charged with requested rate hikes to 

repay all debt notwithstanding the impact on the Commonwealth’s recovery. The Court 

denied the bondholders’ motion. The bondholders filed an appeal to the First Circuit 

Court of Appeals. Proskauer has continued to vigorously defend the action in the First 

Circuit. The issues have now been fully briefed and oral argument was heard on June 5, 

2018.

17. As part of Proskauer’s involvement in the above matters, Proskauer

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

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

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

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

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

Compensation Order, of $5,434,013.80 as compensation for professional services rendered, 

$5,318,721.70 of which represents fees earned outside of Puerto Rico and $115,292.10 of which 

represents fees earned in Puerto Rico, and $286,122.56 as reimbursement for actual and necessary 

expenses incurred during the Compensation Period in connection with such professional services. 

Notably, the Application reflects aggregate voluntary reductions made during the Compensation 

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Period to Proskauer’s request for compensation and reimbursement of expenses in the amount of 

$190,683.80 and $39,534.25, respectively, on top of the sizeable discount embedded in its 

engagement letter with the Oversight Board, in which it fixed hourly rates at levels providing up to 

45% discounts on the hourly rates of its most senior partners.

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

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

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

Board’s attorney-client privilege and the confidentiality of attorney work product and mediation 

confidentiality, copies of the computerized records for the Compensation Period are attached hereto 

as Exhibit B.

20. Proskauer’s budget and staffing plan for the Compensation Period is attached hereto 

as Exhibit D.

5

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

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

the Compensation Period is set forth on Schedule 1. During the Compensation Period, Proskauer 

billed the Oversight Board for time expended by attorneys based on a set rate of $759 per hour.6 

 5 Budgets are only provided for matters Proskauer actually billed time to in a given month. If no time was billed to a given 

matter during the month, no monthly budget has been provided for that matter.

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

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

conditions and apply to matters in and out of bankruptcy cases. Pursuant to the Appendix B Guidelines, “rate 

increases” “exclude annual ‘step increases’ historically awarded by the firm in the ordinary course to attorneys 

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

increases are awarded by Proskauer in the ordinary course throughout the firm on May 1. Proskauer’s November 

25, 2016 engagement letter with the Oversight Board (a copy of which is available on the Oversight Board’s website 

at https://juntasupervision.pr.gov/wp-content/uploads/wpfd/50/ 58b6126be2546.pdf) (the “Engagement Letter”) 

provides that Proskauer’s rates will be increased on January 1 (rather than on November 1) by the lower of the 

percentage rate increase announced as of November 1 and four percent. Because Proskauer’s fees under the 

Engagement Letter are a blended rate (currently $759) for all attorneys and another, lower blended rate (currently 

$260) for all other professionals, no annual step increases will be applicable to the rates charged in this matter. As 

detailed in the Second Interim Application, Proskauer’s rates under the Engagement Letter increased from $730 per

hour for attorneys and $250 per hour for paraprofessionals to $759 per hour for attorneys and $260 per hour for 

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The professional services performed by Proskauer on behalf of the Oversight Board as 

representative of the Debtor during the Compensation Period required an aggregate expenditure of 

3,279.20 recorded hours by Proskauer’s partners and counsel; 3,001.00 recorded hours by 

associates; 461.60 recorded hours by law clerks; 7 and 2,105.10 recorded hours by 

paraprofessionals. As required by the Guidelines, Exhibit C attached hereto shows, for each 

Project Category (as defined below), a list of professionals who performed services in each Project 

Category and the aggregate recorded hours each professional incurred. In accordance with 

Guidelines paragraph C.3, Proskauer’s blended hourly rates are disclosed in Schedules 1 and 5. 

The fees charged by Proskauer, as set forth in Schedule 2, are in accordance with the firm’s existing 

billing rates and procedures in effect during the Compensation Period, as revised to reflect 

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

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

reduced to reflect the unique circumstances of PROMESA and the position of the Commonwealth 

of Puerto Rico, its instrumentalities, and its residents. Schedules 2 and 3 show that the rates 

Proskauer charges on an hourly basis are below the competitive market rates for bankruptcy and 

non-bankruptcy matters charged by the other professionals representing the Commonwealth and 

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

bankruptcy case.

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

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

 

paraprofessionals on January 1, 2018, during the second interim compensation period. Rates have not increased 

during this Compensation Period.

7 Law clerks are incoming attorneys who have not yet been admitted or sworn into the bar. Once admitted and sworn 

into the bar, the timing of which varies on an individual- and jurisdictional-basis, such individuals are reclassified 

and billed as associates beginning on the first day of the month following such admission.

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

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

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

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

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

time for that Project Category in the future.

Applicant Statement In Compliance with Appendix B Guidelines C.5

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

Guidelines paragraph C.5:

Question: Did you agree to any variations from, or alternatives to, your standard or 

customary billing rates, fees or terms for services pertaining to this 

engagement that were provided during the application period? If so, please 

explain.

Response: Yes. As explained in more detail in the Engagement Letter, in connection 

with its representation of the Oversight Board, both inside and outside of 

Title III, Proskauer agreed to a custom fee arrangement, whereby (a) prior 

to January 1, 2018, partners, counsel, and associates were billed at $730 

per hour, and all other staff were billed at $250 per hour, and (b) as of 

January 1, 2018, partners, counsel, and associates are billed at $759 per 

hour, and all other staff are billed at $260 per hour.

Question: If the fees sought in this fee application as compared to the fees budgeted 

for the time period covered by this fee application are higher by 10% or 

more, did you discuss the reasons for the variation with the client?

Response: The total fees sought in this fee application did not exceed total budgeted 

fees.

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

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

Response: No.

Question: Does the fee application include time or fees related to reviewing or revising 

time records or preparing, reviewing, or revising invoices? (This is limited 

to work involved in preparing and editing billing records that would not be 

compensable outside of bankruptcy and does not include reasonable fees for 

preparing a fee application.). If so, please quantify by hours and fees.

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

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

preparation of monthly fee statements. However, the Application does 

include time related to the preparation of monthly fee statements. Proskauer 

expended approximately 50.30 hours for a total charge of approximately 

$34,684.70 in performing activities relating to such preparation, or 

approximately .64% of total fees incurred.

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

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

quantify by hours and fees.

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

However, the Application does include time related to reviewing time 

records to redact time entries pursuant to Court-ordered mediation

confidentiality.

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

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

client agree when retaining the law firm to accept all future rate increases? 

If not, did you inform your client that they need not agree to modified rates 

or terms in order to have you continue the representation, consistent with 

ABA Formal Ethics Opinion 11-458?

Response: Yes. The Engagement Letter provides that Proskauer’s rates will be 

increased on January 1 (rather than on November 1, the beginning of 

Proskauer’s fiscal year) by the lower of the percentage rate increase 

announced as of November 1 and four percent. Proskauer’s rates with 

respect to its representation of the Oversight Board were increased by four 

percent on January 1, 2018. Rates have not increased during this

Compensation Period.

Hearings and Conferences

24. Proskauer attorneys attended hearings and participated in numerous teleconferences 

with the Oversight Board, the Board’s other professional advisors, AAFAF and its professional 

advisors, the Unsecured Creditors’ Committee and its professional advisors, the Official Committee 

of Retired Employees and its professional advisors, and the Debtor’s creditors and their professional 

advisors. Proskauer attorneys also participated in internal meetings and conferences. The Debtor’s 

Title III case poses complex, often interrelated issues that frequently require the attendance of more 

than one professional at hearings and conferences. Thisfacilitates the sharing of information among 

professionals handling different but related work streams and possessing different areas of expertise

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that is brought to bear on a multitude of issues. Having more than one Proskauer attorney participate 

in hearings and conferences is often essential when one attorney is not handling every issue, and is 

beneficial to the Oversight Board when attendance by more than one attorney (telephonic and/or 

in-person) reduces the need for internal de-briefing meetings and therefore allows Proskauer to 

represent the Debtor in a more cost-efficient manner that avoids unnecessary duplication and 

expense. Proskauer limits multiple participation to the most critical work streams for which 

attendance by more than one professional is actually necessary to provide efficient and appropriate 

representation for the Debtor.

Professionals Billing Fewer Than Five Hours per Month

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

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

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

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

Debtor’s Title III case, it was reasonable and necessary to consult with professionals with specific 

practice area expertise to assist Proskauer’s core restructuring professionals in providing the Debtor

with necessary and beneficial professional services.8

Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Alladi, Om V.

February

March

April

Mr. Alladi is an associate in Proskauer’s 

litigation department who assisted with

discovery related tasks. 

Brenner, Guy February 

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

employment department who advised on

strategy in the Debtor’s adversary proceedings.

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

representation of the Oversight Board, including matters within and without PROMESA Title III.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Bowman, Courtney, M. May

Ms. Bowman is an associate in Proskauer’s 

litigation department who advised on strategy in 

the Debtor’s adversary proceedings.

Dale, Margaret A. February

Ms. Dale is a partner in Proskauer’s litigation 

department who advised on multiple discovery 

related issues. 

Febus, Chantel L. March

Ms. Febus is a partner in Proskauer’s litigation 

department who analyzed and advised on 

litigation strategy in the Debtor’s adversary 

proceedings.

Finkelstein, Henry S. February

Mr. Finkelstein is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Forbes, Carl February

Mr. Forbes is an associate in Proskauer’s 

litigation department who assisted with multiple 

discovery issues. 

Friedman, Amelia March

April

Ms. Friedman is an associate in Proskauer’s 

litigation department who advised on strategy in 

the Debtor’s adversary proceedings.

Gazcon, Javier B. May

Mr. Gazcon is an associate in Proskauer’s 

corporate department who advised on strategy in 

the Debtor’s adversary proceedings.

Golinder, Olga A.

February

March

April

Ms. Golinder is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Hamburger, Paul M. February

Mr. Hamburger is a partner in Proskauer’s labor 

& employment department who advised on 

pension liabilities issues.

Harris, Mark 

February

March

May

Mr. Harris is a partner in Proskauer’s litigation 

department who advised on strategy in the 

Debtor’s adversary proceedings.

Henderson, Laurie A.

February

March 

May

Ms. Henderson is a docketing administrator in 

Proskauer’s litigation department who assisted 

with docket research and filing. 

Huffman, James R. February

March

Mr. Huffman is an associate in Proskauer’s tax 

department who assisted with the analysis of 

pension liabilities issues.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Jones, Allen C. February

Mr. Jones is a paralegal in Proskauer’s labor & 

employment department who assisted with 

various administrative tasks.

Klock, Joseph 

February

March

May

Mr. Klock is an eDiscovery project manager at 

Proskauer who assisted with issues related to 

various document productions.

Leader, Jordan B.

March 

April

May

Mr. Leader is a senior counsel in Proskauer’s 

litigation department who advised on strategy in 

the Debtor’s adversary proceedings.

Martinez, Carlos E. March 

April

Mr. Martinez is a partner in Proskauer’s 

corporate department who advised on strategy in 

the Debtor’s adversary proceedings.

Piccirillo, Antonio N. March 

April

Mr. Piccirillo is a partner in Proskauer’s 

corporate department who advised on strategy in 

the Debtor’s adversary proceedings.

Rappaport, Lary Alan February

March

Mr. Rappaport is a partner in Proskauer’s 

litigation department who advised on strategy in 

the Debtor’s adversary proceedings.

Reed, Will April

May

Mr. Reed is a paralegal in Proskauer’s litigation 

department who assisted with various 

administrative tasks.

Roberts, John E. April

May

Mr. Roberts is an associate in Proskauer’s 

litigation department who assisted with First 

Circuit appellate issues.

Roche, Jennifer L.

February

March

April

Ms. Roche is an associate in Proskauer’s 

litigation department who assisted with 

discovery issues. 

Rochman, Matthew I. February

Mr. Rochman is an associate in Proskauer’s 

litigation department who assisted with the 

analysis of intervention issues.

Supronik, Lukasz March

April

Mr. Supronik is an eDiscovery project manager 

at Proskauer who assisted with issues related to 

various document productions.

Teng, Pengtao

February

April

May

Mr. Teng is an associate in Proskauer’s 

corporate department who assisted with 

analyzing the Debtor’s adversary proceedings.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Urias, Gabriela A.

February

March

May

Ms. Urias is a paralegal in Proskauer’s litigation 

department who assisted with various 

administrative tasks.

Winkelspecht, Michael 

J.

February

March

April

Mr. Winkelspecht is an eDiscovery project 

manager at Proskauer who assisted with issues 

related to various document productions.

Wolkinson, Rachel O. May

Ms. Wolkinson is an associate in Proskauer’s 

litigation department who assisted with 

discovery issues. 

Williams, Selena April

Ms. Williams is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Zajac, Jared February

March

Mr. Zajac is an associate in the BSGR&B group 

who assisted with issues relating to strategy in 

the Debtor’s adversary proceedings.

Zall, Richard J. March 

Mr. Zallis a partner in the BSGR&B group who 

assisted with issues relating to strategy in the 

Debtor’s adversary proceedings.

Summary Description of Professional Services

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

professional services rendered by Proskauer during the Compensation Period.

9 Only Project 

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

summarized below.10

 9 Proskauer prepared a separate invoice for each month in the Compensation Period in which any of its professionals 

billed time to the Debtor while physically in Puerto Rico. Each such invoice is labeled as applying to services 

rendered in Puerto Rico.

10 All time spent between February 1, 2018 – March 31, 2018 has been billed to the original matter numbers, in this 

case Matter Nos 33260/002 (for fees incurred outside of Puerto Rico) and 33260/024 (for fees incurred inside Puerto 

Rico). At the request of the Fee Examiner, a number of new matter numbers were implemented during the 

Compensation Period to address different contested matters and adversary proceedings in the various Title III cases 

Use of these new matters began on April 1, 2018. Thus, time incurred between April 1, 2018 – May 31, 2018 has 

been billed using these new matter numbers.

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I. Matter No. 33260/002 (PROMESA Title III: Commonwealth) and No. 33260/024 

(PROMESA Title III: Commonwealth (Puerto Rico Time/Expenses))

27. These matter numbers cover time spent relating to the core Commonwealth Title III 

case, including, for example, time spent regarding mediation, fiscal plan issues and working on 

disclosure statements or plans of adjustment.

(a) Tasks Relating to the Board, its Members, its Staff, its Advisors or its Consultants

(Project Category 201)

(Fees: $304,768.60; Hours: 470.90)

(Fees for work performed in Puerto Rico: $29.904.60; Hours: 39.40)

(Aggregate Fees: $334,673.20 Aggregate Hours: 510.30)

28. This Project Category includes time spent communicating with the Oversight Board, 

and its other representatives, agents, and consultants, as well as preparing for and advising on fiscal 

plans, public meetings, litigation and related issues. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Advising the Oversight Board on fiscal plan issues, including analyzing letters

from Congress and the Governor of Puerto Rico regarding such issues and 

drafting letters to the Governor of Puerto Rico regarding the issues;

• Advising on and preparing for meetings between the Governor of Puerto Rico 

and members of the Oversight Board on fiscal plan issues; 

• Communicating with the Oversight Board and its other advisors regarding the 

Debtor’s Title III case strategy issues, economic analyses, proposed fiscal plans 

and revisions thereto, and related funding, securities, and creditor issues;

• Preparing litigation updates for the Oversight Board, and communicating with 

the Oversight Board and its other advisors regarding the Debtor’s Title III case 

litigation strategy, litigation developments, and related issues; and

• Advising the Oversight Board and its professionals on discussions with 

creditors.

(b) Legal Research (Project Category 202)

(Fees: $85,656.60; Hours: 150.00)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $85,656.60; Aggregate Hours: 150.00)

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

well as time spent drafting internal memoranda and/or draft briefs related to such research and 

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analysis, to the extent that such is not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Researching and analyzing a variety of legal issues in connection with the 

development of the Debtor’s fiscal plan, the Debtor’s plan of adjustment, and 

related confirmation standards and issues;

• Researching and analyzing a variety of legal issues related to the Debtor’s Title 

III case and the Debtor’s restructuring, including, among other things, issues 

relating to contractual obligations, the assumption and rejection of leases, the 

enforcement of policy decisions by the Oversight Board, and the application of 

various Bankruptcy Code provisions relevant to the Debtor’s Title III case; and

• Researching and analyzing a variety of legal issues related to litigation in the 

Debtor’s adversary cases, including, among other things, issues relating to court 

procedure, discovery, and privilege issues.

(c) Hearings and Other Non-Filed Communications with the Court (Project Category 203)

(Fees: $47,858.60; Hours: 67.10)

(Fees for work performed in Puerto Rico: 26,185.50; Hours: 34.50)

(Aggregate Fees: $73,771.10; Aggregate Hours: 101.60)

30. This Project Category includes time spent communicating with the Court and 

reviewing the Court’s communications and procedures. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Communicating with the Court regarding applicable rules and requirements;

• Communicating with the Court regarding hearing dates and drafting hearing 

agendas;

• Preparing for and participating in Court proceedings; and

• Reviewing and analyzing transcripts of Court hearings.

(d) Communications with Claimholders (Project Category 204)

(Fees: $221,459.90; Hours: 308.40)

(Fees for work performed in Puerto Rico: $10,094.70; Hours: 13.30)

(Aggregate Fees: $231,545.60; Aggregate Hours: 321.70)

31. This category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating with the statutory committees and other claimholders, as well 

as their respective advisors, on revisions to the Debtor’s proposed fiscal plan and 

issues related thereto;

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• Communicating with the statutory committees, other claimholders, and their 

respective advisors on various legal issues in preparation for mediation sessions 

and court hearings;

• Communicating with the statutory committees, other claimholders, and their 

respective advisors on various procedural and scheduling issues;

• Preparing for and participating in mediation and meet-and-confer calls and 

sessions with the statutory committees and other claimholders, as well as their 

respective advisors.

(e) Communications with the Commonwealth, its Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities (Project Category 205)

(Fees: $120,535.50; Hours: 159.40)

(Fees for work performed in Puerto Rico: $3.40; Hours: 2,580.60)

(Aggregate Fees: $123,116.10; Aggregate Hours: 162.80)

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

representatives in various matters related to the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Communicating with counsel and other advisors to AAFAF, the Governor of 

Puerto Rico and Congress on a variety of issues concerning revisions to and the 

development of the Debtor’s fiscal plan, including, among other things, the 

veracity of financial projections and their underlying analyses; and

• Communicating with counsel and other advisors to AAFAF regarding litigation 

strategy, including, among other things, mediation and discovery related matters, 

stay relief issues, and privilege related disputes.

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

(Fees: $272,485.10; Hours: 378.40)

(Fees for work performed in Puerto Rico: $4.70; Hours: 3,567.30)

(Aggregate Fees: $276,052.40; Aggregate Hours: 383.10)

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

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

Proskauer attorneys and paraprofessionals spent time:

• Conducting research for and drafting filings concerning expanding the scope of 

the agents’ authority to mediate claims relating to the Commonwealth/ COFINA 

dispute;

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• Conducting research and analysis for and drafting a proposed bar date order and 

related notices and forms; 

• Conducting research for and drafting motions and briefs concerning motions for 

the payment of rent and motions related to the assumption, rejection, and 

extension of leases;

• Conducting research for and drafting dispositive motions and briefs in multiple 

of the Debtor’s adversary proceedings; 

• Drafting, reviewing, discussing, and revising multiple discovery-related 

pleadings, including protective orders and objections to Rule 2004 motions; and 

• Analyzing and drafting multiple status reports in various contested matters and 

adversary proceedings. 

(g) Non-Board Court Filings (Project Category 207)

(Fees: $211,288.00; Hours: 279.10)

(Fees for work performed in Puerto Rico: $455.40; Hours: 0.60)

(Aggregate Fees: $211,743.40; Aggregate Hours: 279.70)

34. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Analyzing objections and responses by claimholders and interested parties, 

including AAFAF, to the joint motion to expand the scope of Agents’ authority 

to mediate claims relating to the Commonwealth/ COFINA dispute;

• Analyzing multiple complaints, dispositive motions, and related briefs filed by 

claimholders and various parties in interest, including AAFAF, in the Debtor’s 

adversary proceedings; 

• Analyzing multiple discovery-related motions and pleadings, and responses and 

objections thereto, including, among others, expert discovery and privilege 

issues and related disputes; and 

• Analyzing creditors’ responses to the Debtor’s status reports. 

(h) Stay Matters (Project Category 208)

(Fees: $23,780.00; Hours: 45.40)

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(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $23,780.00; Aggregate Hours: 454.40)

35. This Project Category includes time spent analyzing and researching stay issues in 

the Debtor’s Title III case and drafting various pleadings related to stay issues. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Conducting research and analyzing stay and intervention issuesin pending cases;

• Conducting research for and drafting filings relating to stay proceedings and 

motions for reconsideration of the same, and drafting and analyzing oppositions 

to such motions;

• Drafting and analyzing stipulations permitting modifications of the stay; and

• Drafting notices of stay and reviewing follow-ups in multiple pending litigation 

matters.

(i) Adversary Proceeding (Project Category 209)

(Fees: $23,166.30; Hours: 32.10)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $23,166.30; Aggregate Hours: 32.10)

36. This project category includes time spent on various contested matters and adversary 

proceedings, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Strategizing and coordinating discovery across multiple adversary proceedings, 

including drafting discovery plans and litigation deadline charts;

• Drafting discovery requests and responses in the Debtor’s adversary 

proceedings;

• Coordinating document preservation and collection efforts; and

• Performing document review and coordinating document production in 

response to discovery requests in multiple adversary proceedings.

(j) Analysis and Strategy (Project Category 210)

(Fees: $1,065,711.30; Hours: 1,468.20)

(Fees for work performed in Puerto Rico: $1,973.40; Hours: 2.60)

(Aggregate Fees: $1,067,684.70; Aggregate Hours: 1,470.80)

37. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III case and varied issues relating thereto, including 

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meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, to the extent not expressly covered by another Project 

Category. 

(k) Non-Working Travel Time (Project Category 211)

(Fees: $12,903.00; Hours: 17.00)

(Fees for work performed in Puerto Rico: $32,788.80; Hours: 43.20)

(Aggregate Fees: $45,691.80; Aggregate Hours: 60.20)

38. This Project Category includes time spent traveling on behalf of the Oversight Board 

and the Debtor, during which no billable work is performed. Fees in this Project Category are billed 

at fifty percent (50%).

(l) General Administration (Project Category 212)

(Fees: $531,904.50; Hours: 1,912.40)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $531,904.50; Aggregate Hours: 1,912.40)

39. This Project Category includes time spent on general administration of the Debtor’s 

Title III case, including (a) case status and coordination activities, including maintaining the case 

calendar; (b) tasks relating to the filing of documents in court, including affidavits of service and 

service mailings; and (c) internal filing and organization of case documents to ensure accessibility 

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

and paraprofessionals spent time preparing and updating internal case management documents and 

case calendars. To the extent possible, Proskauer paraprofessionals attended to these matters.

(m) Labor, Pension Matters (Project Category 213)

(Fees: $100,428.30; Hours: 133.50)

(Fees for work performed in Puerto Rico: $4,174.50; Hours: 5.50)

(Aggregate Fees: $104,602.80; Aggregate Hours: 139.00)

40. This Project Category includes time spent reviewing employee and retiree benefits 

issues. Specifically, Proskauer attorneys spent time:

• Researching, discussing, and analyzing the Debtor’s pension-related issues in 

connection with the proposed fiscal plan; 

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• Researching, discussing, and analyzing pension issues relating to the Debtor’s

collective bargaining agreements;

• Analyzing and discussing AAFAF’s memorandum on pension-related issues, 

and preparing for and participating in meetings with AAFAF’s counsel regarding 

the same;

• Researching, analyzing, and drafting memoranda for the Oversight Board on 

pension issues; and

• Preparing for and participating in discussions with the Oversight Board and its 

other advisors, unions, AAFAF, and the Retiree Committee concerning pension 

related issues. 

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

(Fees: $315,046.60; Hours: 487.40)

(Fees for work performed in Puerto Rico: $2,504.70; Hours: 3.30)

(Aggregate Fees: $317,551.30; Aggregate Hours: 490.70)

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

proposed Title III plan. Specifically, Proskauer attorneys and paraprofessionals spent time: 

• Conducting research and analysis of plan of adjustment issues and preparing for 

and participating in related meetings with the Oversight Board and claimholders; 

• Conducting research and analyzing issues related to the claims reconciliation 

process, and preparing for and attending related meetings with the Debtor’s

advisors;

• Researching, analyzing, and drafting a disclosure statement in anticipation of 

filing a plan of adjustment; 

• Researching and analyzing confirmation requirements and confirmation-related 

issues for the Debtor’s anticipated plan of adjustment and drafting related 

memoranda for the Oversight Board; 

• Reviewing and analyzing best-interest test results and preparing for and 

attending related meetings with the Debtor’s other advisors; and

• Researching and analyzing multiple financial issues related to the plan and 

disclosure statement. 

(o) Confirmation (Project Category 216)

(Fees: $39,853.80; Hours: 53.10)

(Fees for work performed in Puerto Rico: $1,062.60; Hours: 1.40)

(Aggregate Fees: $40,916.40; Aggregate Hours: 54.50)

42. This Project Category includes time spent reviewing materials relating to plan 

confirmation. Specifically, Proskauer attorneys and paraprofessionals spent time analyzing the 

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Debtor’s case strategy and tasks in preparation for confirmation. 

(p) Tax (Project Category 217) 

(Fees: $19,937.80; Hours: 26.40)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $19,937.80; Aggregate Hours: 26.40)

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

Specifically, Proskauer attorneys and paraprofessionals spent time:

• researching and analyzing tax-related issues, including, among other things, tax 

credit bonds, tax subsidies, and tax treatment of bond redemptions;

• analyzing and discussing potential tax claims; and

• analyzing and discussing the U.S. government’s federal tax proposal relating to 

the Debtor.

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

(Fees: $145,886.00; Hours: 261.70)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $145,886.00; Aggregate Hours: 261.70)

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

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

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

paraprofessionals spent time:

• Preparing Proskauer’s monthly fee statements and drafting Proskauer’s second 

and third interim fee applications; 

• Reviewing and analyzing the Fee Examiner’s report on Proskauer’s first interim 

fee application and preparing a response to the Fee Examiner’s report analyzing 

disputed charges and addressing the issues raised therein; 

• Preparing for and participating in conferences with the Fee Examiner regarding 

the status of the pending actions in the Debtor’s Title III case, new billing 

categories suggested by the Fee Examiner, and other issues relevant to 

preparation of the Debtor’s monthly and interim fee applications; and

• Reviewing and analyzing the Fee Examiner’s motion to expand the Fee 

Examiner’s authority and to exempt certain professionals from the Fee 

Examiner’s process, and discussing related recommendations with the Oversight 

Board. 

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(r) Appeal (Project Category 219)

(Fees: $77,565.50; Hours: 120.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $77,565.50; Aggregate Hours: 120.80)

45. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the extent 

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

paraprofessionals spent time:

• Researching and analyzing procedural matters in the Debtor’s appellate cases;

• Reviewing and analyzing pleadings and identifying appellate issues, standards 

of appellate review, and related issues in the Debtor’s appellate cases; and

• Researching appellate strategies and drafting appellate briefs. 

II. Matter No. 33260/033 (Commonwealth Title III – ACP Master) and No. 33260/933 

(Commonwealth Title III – ACP Master Puerto Rico)

46. These matter numbers cover time spent working on the ACP Master v. 

Commonwealth adversary proceeding, Case No. 17-AP-189, and any appeals related thereto.

(a) Appeal (Project Category 219)

(Fees: $463,344.00; Hours: 615.20)

 (Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

 (Aggregate Fees: $463,344.00; Aggregate Hours: 615.20)

47. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the extent 

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

• Conferring with the bondholders’ counsel regarding appellate issues including, 

among others, a proposed joint appendix of exhibits; 

• Conferring with counsel for the UCC and the Retiree Committee concerning the 

Committees’ intent to intervene in the pending ACP appeal, and conducting 

research for and drafting oppositions to such intervention; and

• Reviewing and analyzing pleadings (including the amicus briefs filed by Altair 

Global Credit Opportunities Fund (A), LLC, et. al.), identifying appellate issues 

and standards of appellate review, researching appellate strategies, and drafting 

appellate’ s brief. 

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III. Matter No. 33260/034 (Commonwealth Title III – Healthcare) and No. 33260/934 

(Commonwealth Title III – Healthcare Puerto Rico)

48. These matter numbers cover time spent working on adversary proceedings involving 

healthcare and Medicaid claims in the Debtor’s Title III case, including Asociacion de Salud 

Primaria v. Commonwealth, Case No. 17-AP-227, Atlantic Medical Center v. Commonwealth, 

Case No. 17-AP-278, and CSI v. Commonwealth, Case Nos 17-AP-292 and 17-AP-298, and on any 

appeals related thereto.

(a) Hearings and Other Non-Filed Communications with the Court (Project Category 203)

 (Fees: $21,859.20; Hours: 28.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $21,859.20; Aggregate Hours: 28.80)

49. This Project Category includes time spent communicating with the Court and 

reviewing the Court’s communications and procedures. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Preparing for and participating in the hearing on the motions to dismiss; 

• Reviewing and analyzing transcripts of Court hearings

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

(Fees: $100,666.50; Hours: 134.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $100,666.50; Aggregate Hours: 134.80)

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

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

Proskauer attorneys and paraprofessionals spent time:

• Conducting research for and drafting replies in support of the Commonwealth’s 

dispositive motions in the Salud Primaria, CSI, and Atlantic Medical Center

adversary proceedings; and 

• Analyzing and drafting multiple status reports in various healthcare related 

contested matters and adversary proceedings. 

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(c) Non-Board Court Filings (Project Category 207)

(Fees: $13,586.10; Hours: 17.90)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $13,586.10; Aggregate Hours: 17.90)

51. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing objections and responses by plaintiffs to the 

Commonwealth’s dispositive motions in the Salud Primaria, CSI, and Atlantic 

Medical Center adversary proceedings; and

• Reviewing and analyzing court orders, reports, and recommendations.

(d) General Administration (Project Category 212)

(Fees: $6,656.00; Hours: 25.60)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $6,656.00; Aggregate Hours: 25.60)

52. This Project Category includes time spent on general administration of the Debtor’s 

Title III case, including (a) case status and coordination activities, including maintaining the case 

calendar; (b) tasks relating to the filing of documents in court, including affidavits of service and 

service mailings; and (c) internal filing and organization of case documents to ensure accessibility 

by the Proskauer team, the Debtor, and other parties in interest. 

IV. Matter No. 33260/036 (Commonwealth Title III – UPR) and No. 33260/936 

(Commonwealth Title III – UPR Puerto Rico)

53. These matter numbers cover time spent working on adversary proceedings involving 

the University of Puerto Rico in the Debtor’s Title III case, including Asociacion de Profesoras v. 

Commonwealth, Case No. 17-AP-197, Voya v. University of Puerto Rico, Case No. 17-AP-216, and 

University of Puerto Rico v. Voya, 17-AP-217, and any appeals related thereto.

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

 (Fees: $36,811.50; Hours: 48.50)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $36,811.50; Aggregate Hours: 48.50)

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

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

Proskauer attorneys and paraprofessionals spent time:

• Conducting research for and drafting the Commonwealth’s dispositive motion 

in the Asociacion de Profesoras adversary proceeding; and 

• Researching recent events regarding fiscal plans to consider the impact on UPRrelated cases.

(b) Non-Board Court Filings (Project Category 207)

(Fees: $8,956.20; Hours: 11.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $8,956.20; Aggregate Hours: 11.80)

55. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing multiple complaints, dispositive motions, court orders 

and related briefs filed by Plaintiffs and advising the Oversight Board on 

arguments in connection with same; and 

• Preparing memoranda related to the same.

(c) Analysis and Strategy (Project Category 210)

(Fees: $11,688.60; Hours: 15.40)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $11,688.60; Aggregate Hours: 15.40)

56. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

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and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category.

V. Matter No. 33260/037 (Commonwealth Title III – Commonwealth/COFINA Dispute) 

and No. 33260/937 (Commonwealth Title III – Commonwealth/COFINA Dispute 

Puerto Rico)

57. These matter numbers cover time spent working on items related to the 

Commonwealth-COFINA dispute in the Debtor’s Title III case, including UCC v. Whyte, Case No. 

17-AP-257, and any appeals related thereto.

(a) Hearings and Other Non-Filed Communications with the Court (Project Category 203)

 (Fees: $52,674.60; Hours: 69.40)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $52,674.60; Aggregate Hours: 69.40)

58. This Project Category includes time spent communicating with the Court and 

reviewing the Court’s communications and procedures. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Preparing for and participating in the hearing on the motions for summary 

judgment; 

• Preparing for and participating in the hearing on the motion by the COFINA 

agent to certify issues to the Puerto Rico Supreme Court; and

• Reviewing and analyzing transcripts of Court hearings.

(b) Communications with Claimholders (Project Category 204)

(Fees: $8,728.50; Hours: 11.50)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $8,728.50; Aggregate Hours: 11.50)

59. This category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating with the statutory committees and other claimholders, as well 

as their respective advisors, on summaries and presentations regarding a 

potential framework of settlement between the GO Bondholders and COFINA

bondholders; and

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• Communicating with the statutory committees and other claimholders requests 

in connection with the motion to certify Puerto Rican legal questions to the 

Supreme Court of Puerto Rico.

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

(Fees: $62,389.80; Hours: 82.20)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $62,389.80; Aggregate Hours: 82.20)

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

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

Proskauer attorneys and paraprofessionals spent time conducting research for and drafting an 

opposition to the motion by the COFINA agent to certify Puerto Rican legal issues to the Puerto 

Rico Supreme Court.

(d) Non-Board Court Filings (Project Category 207)

(Fees: $18,367.80; Hours: 24.20)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $18,367.80; Aggregate Hours: 24.20)

61. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing multiple objections and responses by other parties to 

the motion by the COFINA agent to certify issues to the Puerto Rico Supreme 

Court; 

• Reviewing and analyzing the Commonwealth and COFINA agents’ joint motion 

regarding evidentiary issues; and

• Reviewing and analyzing court orders, reports, and recommendations.

(e) General Administration (Project Category 212)

(Fees: $3,562.00; Hours: 13.70)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $3,562.00; Aggregate Hours: 13.70)

62. This Project Category includes time spent on general administration of the Debtor’s 

Title III case, including (a) case status and coordination activities, including maintaining the case 

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calendar; (b) tasks relating to the filing of documents in court, including affidavits of service and 

service mailings; and (c) internal filing and organization of case documents to ensure accessibility 

by the Proskauer team, the Debtor, and other parties in interest. 

VI. Matter No. 33260/039 (Commonwealth Title III – Rule 2004) and No. 33260/939 

(Commonwealth Title III – Rule 2004 Puerto Rico)

63. These matter numbers cover time spent working on Rule 2004 motions filed in the 

Debtor’s Title III case and any appeals related thereto.

(a) Tasks Relating to the Board, its Members, its Staff, its Advisors or its Consultants(Project 

Category 201)

 (Fees: $27,779.40; Hours: 36.60)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $27,779.40 Aggregate Hours: 36.60)

64. This Project Category includes time spent communicating with the Oversight Board, 

and its other representatives, agents, and consultants, as well as preparing for and advising on fiscal 

plans, public meetings, litigation and related issues. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Conferring with the Oversight Board’s advisors on issues related to drafting a 

privilege log in connection with the GO bondholders’ Rule 2004 motion and

regarding the preservation, collection, and production issues related to the Rule 

2004 discovery;

• Conferring with the Oversight Board advisors on issues related to the unions’ 

Rule 2004 motion and drafting proposed fourth supplemental joint status report 

in connection with the Unions' Joint Rule 2004 Motion; and

• Conferring with the Oversight Board advisors on issues related to the unsecured 

creditors’ committee renewed Rule 2004 motion and drafting the Oversight 

Board’s objection to the motion.

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(b) Hearings and Other Non-Filed Communications with the Court (Project Category 203)

(Fees: $46,147.20; Hours: 60.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $46,147.20; Aggregate Hours: 60.80)

65. This Project Category includes time spent communicating with the Court and 

reviewing the Court’s communications and procedures. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Preparing for and participating in the hearing on the GO bondholders’ motion to 

compel production of documents; and

• Reviewing and analyzing transcripts of Court hearings.

(c) Communications with Claimholders Court (Project Category 204) 

(Fees: $18,595.50; Hours: 24.50)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $18,595.50; Aggregate Hours: 24.50)

66. This category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating with the statutory committees and other claimholders, as well 

as their respective advisors, in connection with the UCC’s renewed motion to 

compel production of documents pursuant to Rule 2004; and

• Communicating with the statutory committees and other claimholders, as well 

as their respective advisors, in connection with the motion by the GO 

Bondholders to compel the production of documents.

(d) Communications with the Commonwealth, its Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities (Project Category 205) 

(Fees: $29,904.60; Hours: 39.40)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $29,904.60; Aggregate Hours: 39.40)

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

representatives in various matters related to the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

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• Communicating with counsel and other advisors to AAFAF regarding general 

strategy in connection with Rule 2004 production issues, including privilege log 

category development and review;

• Communicating with counsel and other advisors to AAFAF regarding 

deliberative process privilege issues in connection with fiscal plan materials; and 

• Communicating with counsel and other advisors to AAFAF regarding reviewing 

and finalizing oppositions to motions to compel.

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

(Fees: $108,746.30; Hours: 146.30)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $108,746.30; Aggregate Hours: 146.30)

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

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

Proskauer attorneys and paraprofessionals spent time:

• Reviewing and revising a draft protective order;

• Revising an opposition to the PREPA Bondholders’ joinder to the GO 

Bondholders motion to compel; and 

• Reviewing and revising the joint status report.

(f) Non-Board Court Filings (Project Category 207) 

(Fees: $37,017.40; Hours: 49.10)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $37,017.40; Aggregate Hours: 49.10)

69. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing responses to dispositive motions, orders and joint 

status reports in connection with the Rule 2004 discovery process.

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(g) Analysis and Strategy (Project Category 210) 

(Fees: $122,942.50; Hours: 162.90)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $122,942.50; Aggregate Hours: 162.90)

70. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category.

(h) General Administration (Project Category 212) 

(Fees: $12,428.00; Hours: 47.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $12,428.00; Aggregate Hours: 47.80)

71. This Project Category includes time spent on general administration of the Debtor’s 

Title III case, including (a) case status and coordination activities, including maintaining the case 

calendar; (b) tasks relating to the filing of documents in court, including affidavits of service and 

service mailings; and (c) internal filing and organization of case documents to ensure accessibility 

by the Proskauer team, the Debtor, and other parties in interest. 

VII. Matter No. 33260/040 (Commonwealth Title III – Cooperativas) and No. 33260/940 

(Commonwealth Title III – Cooperativas Puerto Rico)

72. These matter numbers cover time spent working on challenges and adversary 

proceedings brought by cooperativas in the Debtor’s Title III case, including Cooperativa de 

Ahorro y Credito Abraham Rosa, et al., v. Commonwealth, et al., 18-AP-028, and any appeals 

related thereto.

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(a) Legal Research (Project Category 202) 

 (Fees: $8,554.90; Hours: 11.60)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $8,554.90; Aggregate Hours: 11.60)

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

well as time spent drafting internal memoranda and/or draft briefs related to such research and 

analysis, to the extent that such is not expressly covered by another Project Category.

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

(Fees: $82,806.90; Hours: 109.10)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $82,806.90; Aggregate Hours: 109.10)

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

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

Proskauer attorneys and paraprofessionals spent time reviewing and preparing a response to the 

complaint.

(c) Non-Board Court Filings (Project Category 207) 

(Fees: $11,157.30; Hours: 14.70)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $11,157.30; Aggregate Hours: 14.70)

75. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Analyzing and reviewing the legal issues of the complaint; and 

• Reviewing the UCC’s motion to intervene and conferring with counsel for the 

UCC regarding the same.

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(d) Analysis and Strategy (Project Category 210) 

(Fees: $21,252.00; Hours: 28.00)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $21,252.00; Aggregate Hours: 28.00)

76. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category.

VIII. Matter No. 33260/041 (Commonwealth Title III – Miscellaneous) and No. 33260/941 

(Commonwealth Title III – Miscellaneous Puerto Rico)

77. These matter numbers cover time spent working on miscellaneous motions and 

adversary proceedings, including, for example, motions for relief from the Title III stay, and any 

appeals related thereto.

(a) Legal Research (Project Category 202) 

 (Fees: $17,836.50; Hours: 23.50)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $17,836.50; Aggregate Hours: 23.50)

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

well as time spent drafting internal memoranda and/or draft briefs related to such research and 

analysis, to the extent that such is not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Researching and analyzing a variety of legal issues related to the Debtor’s Title 

III case and the Debtor’s restructuring, including, among other things, issues 

relating to the enforcement of policy decisions by the Oversight Board, and the 

application of various Bankruptcy Code provisions relevant to the Debtor’s Title 

III case; and

• Researching and analyzing a variety of legal issues related to litigation in the 

Debtor’s adversary cases, including among other things, issues relating to court 

procedure, discovery, and privilege issues.

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

(Fees: $117,720.90; Hours: 155.10)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $117,720.90; Aggregate Hours: 155.10)

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

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

Proskauer attorneys and paraprofessionals spent time:

• Conducting research for and drafting responses to various adversary complaints;

• Conducting research for and drafting motions to dismiss adversary complaints;

• Analyzing and drafting responses to motions for remand; and

• Preparing joint status reports in various adversary proceedings.

(c) Non-Board Court Filings (Project Category 207)

(Fees: $31,802.10; Hours: 41.90)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $31,802.10; Aggregate Hours: 41.90)

80. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing newly filed adversary complaints involving the 

Commonwealth;

• Reviewing and analyzing court orders, reports, and recommendations; and 

• Analyzing multiple dispositive motions, and related briefs filed by claimholders 

and various parties in interest.

(d) Stay Matters (Project Category 208)

(Fees: $29,399.30; Hours: 38.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $29,399.30; Aggregate Hours: 38.80)

81. This Project Category includes time spent analyzing and researching stay issues in 

the Debtor’s Title III case and drafting various pleadings related to stay issues. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

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• Conducting research and analyzing stay and intervention issues in pending 

adversary cases; and 

• Drafting and analyzing stipulations permitting modifications of the stay.

(e) Analysis and Strategy (Project Category 210)

(Fees: $23,301.30; Hours: 30.70)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $23,301.30; Aggregate Hours: 30.70)

82. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category. 

(f) Appeal (Project Category 219)

(Fees: $21,100.20; Hours: 27.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $21,100.20; Aggregate Hours: 27.80)

83. This Project Category includes time spent on preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the extent 

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

paraprofessionals spent time:

• Researching and analyzing procedural matters in the Debtor’s appellate cases;

• Reviewing and analyzing pleadings and identifying appellate issues, standards 

of appellate review, and related issues in the Debtor’s appellate cases; and

• Researching appellate strategies.

IX. Matter No. 33260/060 (Commonwealth Title III – Assured) and No. 33260/960 

(Commonwealth Title III – Assured Puerto Rico)

84. These matter numbers cover time spent working on the Assured Guaranty Corp., et 

al. v. Commonwealth of Puerto Rico, et al. adversary proceeding, Case No. 18-AP-59, and any 

appeals related thereto.

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(a) Non-Board Court Filings (Project Category 207)

 (Fees: $11,233.20; Hours: 14.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $11,233.20; Aggregate Hours: 14.80)

85. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time analyzing and reviewing the legal issues of the complaint filed by Assured.

(b) Analysis and Strategy (Project Category 210) 

(Fees: $10,701.90; Hours: 14.10)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $10,701.90; Aggregate Hours: 14.10)

86. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category.

* * * *

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

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

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

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

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

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

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

efficient manner.

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

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

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

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

services other than in a case under the Bankruptcy Code.

Actual and Necessary Expenses of Proskauer

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

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

the Compensation Period.

90. In accordance with paragraph C.13 of the Appendix B Guidelines and as more fully 

described in Schedule 4, Proskauer seeks reimbursement for its necessary and reasonable expenses, 

including: (a) reproduction, (b) online research, (c) delivery services and couriers, 

(d) local travel to and from airports, (e) out-of-town travel and lodging, (f) out-of-town meals, 

(g) court fees, (h) transcription services, (i) litigation support, (j) conference services, and (k) 

professional services. All expense entries detailed in Exhibit B comply with the requirements set 

forth in the Guidelines, including an itemization of the expenses by category, the date the expense 

was incurred, and the individual incurring the expense, where available. The reasons for the 

expenses are self-explanatory; in compliance with Appendix B Guidelines paragraph C.13, the 

requested expenses are of the kind customarily charged to Proskauer’s non-bankruptcy clients and 

by other comparable professionals. 

91. Proskauer generally charges from $0.10 (black and white) to $0.30 (color) per page 

for photocopying expenses. The rates charged by the firm for Westlaw and Lexis computerized 

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

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

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

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

4 reflects, all expenditures are of the type customarily billed to clients.

92. During the Compensation Period, Proskauer has disbursed $286,122.56 as necessary 

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

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

clients who do not require extensive photocopying and other facilities and services). Only clients 

who actually use services of the kind set forth in Exhibit B are separately charged for such services. 

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

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

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

Compensation Paid and Its Source

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

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

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

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

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

than members of the firm, for the sharing of compensation received for services rendered in this 

Title III case.

94. PROMESA sections 316 and 317 provide for interim compensation of professionals 

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

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

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

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

person; and (2) reimbursement for actual, necessary expenses.” 48 U.S.C. § 2176(a). Section 316 

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

In determining the amount of reasonable compensation to be awarded 

... the court shall consider the nature, the extent, and the value of 

such services, taking into account all relevant factors, including—

(1) the time spent on such services;

(2) the rates charged for such services;

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

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

completion of, a case under this chapter;

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

of time commensurate with the complexity, importance, and nature 

of the problem, issue, or task addressed;

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

certified or otherwise has demonstrated skill and experience in the 

bankruptcy field; and

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

compensation charged by comparably skilled practitioners in cases 

other than cases under this subchapter or title 11.

48 U.S.C. § 2176(c).

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

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

Oversight Board, as representative of the Debtor. Proskauer worked diligently to anticipate or 

respond to the Oversight Board’s needs and assist in the Oversight Board’s navigation of the

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

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

reviewed and approved this Application. 

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Reservations

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

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

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

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

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

reimbursement of such expenses in a future application.

Notice

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

filed in the Debtor’s Title III case and served upon:

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

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

Gonzalez, Oversight Board Member;

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

representative of The Commonwealth of Puerto Rico, O’Neill & Borges 

LLC, 250 Muñoz Rivera Ave., Suite 800, San Juan, PR 00918-1813, 

Attn: Hermann D. Bauer, Esq. (hermann.bauer@oneillborges. com);

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

Authority, O’Melveny & Myers LLP, Times Square Tower, 7 Times 

Square, New York, NY 10036, Attn: John J. Rapisardi, Esq.

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

and Diana M. Perez, Esq. (dperez@omm.com);

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

Authority, Marini Pietrantoni Muniz LLC, MCS Plaza, Suite 500, 255 

Ponce de León Ave., San Juan P.R. 00917, Attn.: Luis C. Marini-Biaggi, 

Esq. (lmarini@mpmlawpr.com) and Carolina Velaz-Rivero Esq. 

(cvelaz@mpmlawpr.com); 

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

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

re: Commonwealth of Puerto Rico);

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(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) and Alberto J.E. Añeses Negrón, Esq.

(aaneses@cstlawpr.com);

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

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

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

(rlevin@jenner.com); and Jenner & Block LLP, 353 N. Clark Street, 

Chicago, IL 60654, Attn: Catherine Steege, Esq. (csteege@jenner.com) 

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

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

García & Milián, C.S.P., Edificio Union Plaza, PH-A, 416 Ave. Ponce 

de León, Hato Rey, PR 00918, Attn: A.J. Bennazar-Zequeira, Esq. 

(ajb@bennazar.org); 

(j) the Puerto Rico Department of Treasury, 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, Assistant 

Secretary of Internal Revenue and Tax Policy 

(francisco.pares@hacienda.pr.gov); and Francisco Peña Montañez, 

CPA, Assistant Secretary of the Treasury (Francisco.Pena@hacienda. 

pr.gov); 

(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); and

(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). 

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

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

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

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amount of $5,434,013.80 (which includes the 10% professional compensation holdback amount), 

$5,318,721.70 of which represents fees earned outside of Puerto Rico and $115,292.10 of which 

represents fees earned in Puerto Rico, and reimbursement for actual and necessary expenses 

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

of $286,122.56; (b) directing the Debtor to pay promptly to Proskauer the difference between (i) 

the amount of interim compensation for professional services rendered, and reimbursement of 

expenses incurred during the Compensation Period allowed hereunder, and (ii) the amounts for such 

compensation and expenses previously paid to Proskauer, consistent with the provisions of the 

Interim Compensation Order; (c) allowing such compensation for professional services rendered

and reimbursement of actual and necessary expenses incurred without prejudice to Proskauer’s right 

to seek additional compensation for services performed and expenses incurred during the 

Compensation Period, which were not processed at the time of this Application; and (d) granting 

Proskauer such other and further relief as is just and proper.

[Remainder of Page Intentionally Left Blank]

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Dated: July 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com 

 ebarak@proskauer.com 

 mzerjal@proskauer.com 

-and-

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

/s/ Ubaldo M. Fernández

Ubaldo M. Fernández

USDC No. 224807

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Attorneys for the Financial Oversight and

Management Board as Representative of the 

Debtor

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