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

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

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17–BK–3283–LTS 

(Jointly Administered)

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

PUERTO RICO PUBLIC BUILDINGS 

AUTHORITY, 

 Debtor. 

PROMESA 

Title III 

Case No. 19–BK–5523-LTS 

This Application relates only to 

PBA, and shall be filed in the 

lead case No. 17-BK-3283-LTS 

and PBA’s Title III Case 

(Case No. 19-BK-5523-LTS) 

SUMMARY SHEET TO 

SEVENTH INTERIM FEE APPLICATION 

OF PROSKAUER ROSE LLP FOR COMPENSATION FOR 

SERVICES RENDERED AS ATTORNEYS FOR THE FINANCIAL 

OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS TITLE III 

REPRESENTATIVE OF THE DEBTOR, THE PUERTO RICO PUBLIC BUILDINGS 

AUTHORITY, FOR THE PERIOD OCTOBER 1, 2021 THROUGH MARCH 15, 2022 

1

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

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

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

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

Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of 

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

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

LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) 

(Bankruptcy Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are 

listed as Bankruptcy Case numbers due to software limitations). 

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Schedule 1 

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

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

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

Retained to Provide 

Professional Services to: 

The Financial Oversight and Management 

Board for Puerto Rico as Title III 

Representative of the Debtor Pursuant to 

PROMESA Section 315(b) 

Period for Which Compensation is Sought: October 1, 2021 through March 15, 2022 (the 

“Compensation Period”)2

Amount of Fees Sought: $22,393.80 

Gross-Up Amount:3 -- 

Amount of Expense Reimbursement Sought: $1,674.98 

Total Fees and Expenses 

Sought for Compensation Period: $24,068.78 

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

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

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

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

2

 This fee application covers the Seventh Interim Compensation Period (October 1, 2021 – January 31, 2022) and 

Eighth Interim Compensation Period (February 1, 2022 – March 15, 2022). Because Proskauer billed only 5.2 

hours and $2,334.80 to the PBA Title III case during the Eighth Interim Compensation Period, Proskauer submits 

that the preparation and filing of a single fee application for the Seventh and Eighth Interim Compensation 

Periods is an efficient use of the Debtor’s resources and will make the review of Proskauer’s fee applications in 

the PBA Title III case more efficient for the Court and other parties in interest. 

3

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

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

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

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

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

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

Proskauer believes it will not need a Gross-Up Amount for its fiscal years that commenced November 1, 2020 and 

November 1, 2021, and is not currently requesting its approval. 

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Seventh and Eighth Interim Compensation Periods 

October 1, 2021 – March 15, 2022

Statement 

and Date 

Served 

Period 

Covered

Total Fees 

Incurred 

Fees 

Requested 

(90%)

Expenses 

Requested

Fees Paid 

(90%)

Expenses 

Paid

TwentyFourth 

12/1/2021

10/1/21 to 

10/31/21 $13,352.80 $12,017.52 $1,668.00 $12,017.52 $1,668.00

TwentyFifth 

12/31/2021

11/1/21 to 

11/30/21 $4,139.50 $3,725.55 $0.00 $3,725.55 $0.00

TwentySixth 

1/24/2022

12/1/21 to 

12/31/21 $950.30 $855.27 $6.98 $855.27 $6.98

TwentySeventh 

2/16/2022

1/1/22 to 

1/31/22 $1,616.40 $1,454.76 $0.00 $1,454.76 $0.00 

Totals for Seventh 

Interim Compensation 

Period: 

 $20,059.00 $18,053.10 $1,674.98 $18,053.10 $1,674.98 

TwentyEighth 

3/21/2022

2/1/22 to 

2/28/22 $2,122.70 $1,910.43 $0.00 $1,910.43 $0.00 

TwentyNinth 

4/27/2022

3/1/22 to 

3/15/22 $212.10 $190.89 $0.00 $190.89 $0.00 

Totals for Eighth 

Interim Compensation 

Period:

 $2,334.80 $2,101.32 $0.00 $2,101.32 $0.00 

TOTALS FOR 

COMPENSATION 

PERIOD: 

$22,393.80 $20,154.42 $1,674.98 $20,154.42 $1,674.98

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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: 

$854.744

Blended Rate in This Application for All 

Timekeepers: 

$592.43 

Compensation Sought in this Application 

Already Paid Pursuant to Monthly 

Compensation Statements but Not Yet 

Allowed: 

$20,154.42 

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed: 

$1,674.98 

Number of Professionals Included in this 

Application:5

13 

Number of Professionals in This Application 

NOT Included in Staffing Plan Approved by 

Client:6

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: 

13 

Any Rates Higher than Those Approved or 

Disclosed when Retained? If yes, calculate 

and disclose the total compensation sought in 

this Application using the rates originally 

disclosed at retention. 

No. Proskauer’s November 25, 2016 

engagement letter with the Oversight Board (the 

“Engagement Letter”) provides that Proskauer’s 

rates increase each year “on January 1 by the 

lower of the percentage rate increase we 

announce, and four percent.” (Engagement 

Letter at 1–2). Pursuant to the Engagement 

Letter, Proskauer’s rates increased 4% effective 

4

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

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

Application, only includes non-attorneys. 

6

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

timekeepers expected to work on this matter during the Compensation Period was 32, and thus the actual number 

of timekeepers was 19 fewer than anticipated. 

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5

January 1, 2022, yielding a new flat rate for 

attorneys (partners, senior counsel, and 

associates) of $887 per hour, for e-discovery 

attorneys of $438 per hour, and for 

paraprofessionals of $303 per hour. 

Proskauer gave notice of this rate increase by 

filing its Engagement Letter on the ECF system 

and providing sworn certifications, attached to 

Proskauer’s First and Third interim applications 

as Exhibit A [Case No. 17-3283, ECF Nos. 

12835 and 16150]. In addition, Proskauer filed 

the Notice of Annual Hourly Rate Adjustment 

Pursuant to Engagement Letter, Dated 

November 25, 2016, of Proskauer Rose LLP, as 

Attorneys for the Financial Oversight and 

Management Board for Puerto Rico [Case No. 

17-3283, ECF No. 19457], providing additional 

notice of Proskauer’s automatic 2022 rate 

adjustment pursuant to the Engagement Letter. 

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Schedule 2 

Summary of Professional Services Rendered by 

Timekeeper for the Period October 1, 2021 through March 15, 2022 

NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE7

HOURS 

BILLED

FEES 

BILLED

PARTNERS 

Firestein, Michael A. Litigation – 1983 

$853 1.30 $1,108.90 

$887 1.00 $887.00 

Hamilton, Martin T. Tax – 2004 $853 0.50 $426.50 

Levitan, Jeffrey W. BSGR&B8 – 1983 $853 0.60 $511.80 

Mervis, Michael T. Litigation – 1990 $853 1.10 $938.30 

Mungovan, Timothy W. Litigation – 1994 $853 0.40 $341.20 

Rosen, Brian S. BSGR&B – 1983 $853 4.30 $3,667.90 

Total for Partners: 9.20 $7,881.60 

SENIOR COUNSEL

Alonzo, Julia D. Litigation – 2009 $853 1.00 $853.00 

Total for Senior Counsel: 1.00 $853.00 

ASSOCIATES

Esses, Joshua A. BSGR&B – 2017 $853 6.20 $5,288.60 

Osaben, Libbie B. BSGR&B – 2021 $853 1.80 $1,535.40 

7

 The lower rates listed in the column entitled “Hourly Rate” for each professional are the billing rates for 

Proskauer professionals in effect from October through December 31, 2021, and the higher rates are the billing 

rates for Proskauer professionals in effect beginning January 1, 2022. Certain professionals have only one rate 

listed in the column entitled “Hourly Rate” because they only worked on PBA’s Title III case before or after 

January 1, 2022. 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. The Engagement 

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

lower of the percentage rate increase announced as of November 1 and four percent. 

Furthermore, the Engagement Letter provides that Proskauer’s rates increase each year “on January 1 by the lower 

of the percentage rate increase we announce, and four percent.” (Engagement Letter at 1–2). As of January 1, 

2022, the rate increase was 4%, yielding a flat rate for attorneys (partners, senior counsel, and associates) of $887 

per hour, for e-discovery attorneys of $438 per hour, and for paraprofessionals of $303 per hour. 

8

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

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NAME OF 

PROFESSIONAL 

(in alphabetical order) 

DEPARTMENT 

AND YEAR 

ADMITTED 

HOURLY 

RATE7

HOURS 

BILLED

FEES 

BILLED

$887 0.70 $620.90 

Volin, Megan R. BSGR&B – 2020 

$853 0.60 $511.80 

$887 0.50 $443.50 

Total for Associates: 9.80 $8,400.20 

PARAPROFESSIONALS

Cook, Alexander N. Corporate 

Paralegal – N/A $303 1.90 $575.70 

Petrov, Natasha B. BSGR&B 

Paralegal – N/A 

$291 7.20 $2,095.20 

$303 4.70 $1,424.10 

Singer, Tal J. BSGR&B 

Paralegal – N/A $291 4.00 $1,164.00 

Total for Paraprofessionals: 17.80 $5,259.00 

PROFESSIONALS 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Attorneys and Paraprofessionals 

Total: 37.80 $22,393.80 

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Schedule 3 

Summary of Professional Services Rendered by Project 

Category for the Period October 1, 2021 through March 15, 2022 

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT 

202 Legal Research 0.30 $266.10 

204 Communications with Claimholders 6.80 $5,800.40 

206 Documents Filed on Behalf of the Board 3.70 $3,162.90 

207 Non-Board Court Filings 0.80 $709.60 

210 Analysis and Strategy 5.70 $4,875.70 

212 General Administration 4.00 $1,164.00 

215 Plan of Adjustment and 

Disclosure Statement 1.40 $1,194.20 

217 Tax 0.50 $426.50 

218 Employment and Fee Applications 14.60 $4,794.40 

Total for All Project Categories: 37.80 $22,393.80 

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Schedule 4 

Summary of Actual and Necessary Expenses Incurred 

for the Period October 1, 2021 through March 15, 2022 

EXPENSE CATEGORY AMOUNTS 

Data Base Search Services $6.98 

Westlaw $1,668.00 

Total: $1,674.98 

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Schedule 5 

Blended Rate Chart 

CATEGORY OF 

TIMEKEEPER 

BLENDED HOURLY RATE 

BILLED 

Domestic offices in which timekeepers 

collectively billed at least 10% of 

the hours to the bankruptcy case 

during the application period, for 

preceding year, excluding bankruptcy

BILLED 

In this fee application9

Partners $1,360 $853/$887 

Senior Counsel $1,148 $853 

Associates (7 or more years 

since first admission) $1,077 $853/$887 

Associates (4–6 years since 

first admission) $986 $853/$887 

Associates (1–3 years since 

first admission) $793 $853/$887 

e-Discovery Attorneys $859 N/A 

Paraprofessionals $346 $291/$303 

All Timekeepers 

Aggregated: $1,048 $592.43 

9 See supra note 7. 

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

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

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al., 

 Debtors.1

PROMESA 

Title III 

Case No. 17–BK–3283–LTS 

(Jointly Administered)

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

 as representative of 

PUERTO RICO PUBLIC BUILDINGS 

AUTHORITY, 

 Debtor. 

PROMESA 

Title III 

Case No. 19–BK–5523-LTS 

This Application relates only to 

PBA, and shall be filed in the 

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

and PBA’s Title III Case (Case 

No. 19-BK-5523-LTS) 

SEVENTH INTERIM FEE APPLICATION 

OF PROSKAUER ROSE LLP FOR COMPENSATION FOR 

SERVICES RENDERED AS ATTORNEYS FOR THE FINANCIAL 

OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO, AS TITLE III 

REPRESENTATIVE OF THE DEBTOR, THE PUERTO RICO PUBLIC BUILDINGS 

AUTHORITY, FOR THE PERIOD OCTOBER 1, 2021 THROUGH MARCH 15, 2022 

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

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

1

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

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

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

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

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

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

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

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

Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case 

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representative of the Puerto Rico Public Buildings Authority (the “Debtor” or “PBA”) pursuant to 

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

(“PROMESA”),2

 hereby submits this seventh interim application (the “Application”),3 pursuant to 

PROMESA sections 316 and 317, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), 4 Rule 2016–1 of the Local Bankruptcy Rules for the United States 

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

Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of 

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

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

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

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

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

services performed by Proskauer for the period commencing October 1, 2021 through and 

including March 15, 2022 (the “Compensation Period”) in the amount of $22,393.80, and (b) 

reimbursement of its actual and necessary expenses in the amount of $1,674.98 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). 

No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as Bankruptcy 

Case numbers due to software limitations). 

2

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

3

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

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

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

4

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

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

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

and 317. 

Background 

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

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

members. 

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

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

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

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

PROMESA § 315(a), (b). 

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

entity” under PROMESA section 101(d). 

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

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

above. 

8. By the letter dated September 25, 2019, and in light of the ongoing efforts in 

connection with the Joint Plan, as defined below, the Governor of Puerto Rico requested that the 

Oversight Board file a petition for PBA under Title III of PROMESA. 

9. On September 27, 2019, the Oversight Board issued the Debtor’s restructuring 

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

5

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

Case No. 17-BK-3283-LTS. 

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relief for PBA 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. 

10. On April 15, 2020, Proskauer filed the First Interim Fee Application of Proskauer 

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

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

of the Debtor, the Puerto Rico Public Buildings Authority, for the Period September 1, 2019 

through January 31, 2020 and Notice of Deferral of Request for Payment of Rate Increase [ECF 

No. 12835] (the “First Interim Application”).

11. On September 18, 2020, Proskauer filed the Second Interim Fee Application of 

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

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

Representative of the Debtor, the Puerto Rico Public Buildings Authority, for the Period 

February 1, 2020 through May 31, 2020 [ECF No. 14356] (the “Second Interim Application”).

12. On March 19, 2021, Proskauer filed the Third Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered as Attorneys for the Financial 

Oversight and Management Board for Puerto Rico, as Representative of the Debtor, the Puerto 

Rico Public Buildings Authority, for the Period June 1, 2020 through September 30, 2020 and 

Notice of Annual Rate Adjustment Provided in Original Engagement Letter [ECF No. 16150] (the 

“Third Interim Application”).

13. On July 29, 2021, Proskauer filed the Fourth Interim Fee Application of Proskauer 

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

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

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of the Debtor, the Puerto Rico Public Buildings Authority, for the Period October 1, 2020 

through January 31, 2021 [ECF No. 17596] (the “Fourth Interim Application”).

14. On January 5, 2022, Proskauer filed the Fifth Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered as Attorneys for the Financial 

Oversight and Management Board for Puerto Rico as Representative of the Debtor, the Puerto 

Rico Public Buildings Authority, for the Period February 1, 2021 through May 31, 2021 [ECF 

No. 19692] (the “Fifth Interim Application”).

15. On March 31, 2023, Proskauer filed the Sixth Interim Fee Application of 

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

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

Title III Representative of the Debtor, the Puerto Rico Public Buildings Authority, for the Period 

June 1, 2021 through September 30, 2021 [ECF No. 23921] (the “Sixth Interim Application”).

16. On December 1, 2021, Proskauer served on the Notice Parties its twenty-fourth 

monthly fee statement for the period October 1, 2021 through October 31, 2021. On December 

31, 2021, Proskauer served on the Notice Parties its twenty-fifth monthly fee statement for the 

period November 1, 2021 through November 30, 2021. On January 24, 2022, Proskauer served 

on the Notice Parties its twenty-sixth monthly fee statement for the period December 1, 2021 

through December 31, 2021. On February 16, 2022, Proskauer served on the Notice Parties its 

twenty-seventh monthly fee statement for the period January 1, 2022 through January 31, 2022. 

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

Compensation Order) its twenty-eighth monthly fee statement for the period February 1, 2022 

through February 28, 2022. On April 27, 2022, Proskauer served on the Notice Parties its twentyCase:17-03283-LTS Doc#:24603 Filed:06/16/23 Entered:06/16/23 17:58:32 Desc: Main

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ninth monthly fee statement for the period March 1, 2022 through March 15, 2022 (the Effective 

Date. 

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

foregoing summary, Proskauer has requested an aggregate payment of $21,829.40 (payment of

ninety percent (90%) of the compensation sought and has received $21,829.40 with respect to fee 

statements filed during the Compensation Period.

Summary of Services Rendered by Proskauer During the Compensation Period 

18. The instant Application is Proskauer’s Seventh application for interim 

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

in all the pending Title III cases more efficient for the Court and other readers, paragraphs 19 

through 22 of the instant Application and the corresponding paragraphs 25 through 28 in each of 

Proskauer’s Fourteenth interim fee applications in the pending Commonwealth, HTA, and 

PREPA Title III cases are identical and cover the principal activities in all the Title III cases. 

19. The services rendered during the Compensation Period were integral to the 

confirmation of a largely consensual Title III plan of adjustment for the Commonwealth, ERS, 

and PBA, with the confirmation hearing concluding on November 23, 2021 and the plan being 

confirmed by the Court on January 18, 2022. The overwhelmingly consensual nature of the 

restructuring was the product of extraordinary efforts and results achieved by the Oversight Board 

and its advisors, including Proskauer. The confirmed plan reduces Puerto Rico’s debt by 80% 

and saves Puerto Rico more than $50 billion in debt payments—the Commonwealth now has 

approximately $7.4 billion of remaining bond debt compared to $30.5 billion when the 

Commonwealth Title III case commenced, and annual debt service has been reduced from 

approximately $2.1 billion per year to $666 million per year for the Commonwealth. The services 

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rendered by Proskauer were also essential to significant progress in PREPA and HTA’s Title III 

cases, and during the Compensation Period Proskauer engaged with the parties to those cases to 

advance PREPA and HTA’s restructurings. The continuing global coronavirus pandemic 

affecting Puerto Rico and significant rise in COVID-19 cases during this Compensation Period 

imposed acute economic and administrative challenges to the Commonwealth and its covered 

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

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

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

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

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

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

Board concentrated on achieving its mandates under PROMESA, advancing structural reforms 

that would promote economic growth and improve the quality of life for the people of Puerto 

Rico so that fiscal responsibility, access to capital markets, and economic prosperity could return 

to the Island. Proskauer continued to provide legal and strategic advice to the Oversight Board to 

help carry out its priority of protecting the health, safety, and economic welfare of the people of 

Puerto Rico. Among others, Proskauer’s notable undertakings during this Compensation Period 

included: 

 Further Development and Confirmation of the Amended Joint Plan of Adjustment. 

During the Compensation Period, Proskauer, on behalf of the Oversight Board, 

spent significant time on matters related to confirmation of the Commonwealth, 

ERS, and PBA’s plan of adjustment. These efforts culminated in a three-week 

confirmation hearing in November 2021, and confirmation of the plan in January 

2022. As described in detail below, Proskauer’s efforts included preparing for and 

participating in depositions and discovery, drafting, negotiating, and filing planrelated documents including the Plan Supplement, the amended plan of 

adjustment, responses to various objections to plan confirmation, fact and expert 

witness declarations, and the proposed confirmation order and findings of fact and 

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conclusions of law, among other things, and preparing for and participating in the 

confirmation hearing. 

On October 11, 2021, Proskauer, on behalf of the Oversight Board, filed the Plan 

Supplement and Plan Related Documents of the Commonwealth of Puerto Rico, et 

al. [ECF No. 18470], which was amended on November 4, 2021 [ECF No. 19062] 

(as further amended from time to time, the “Plan Supplement”). Proskauer 

attorneys worked with counsel and other advisors to various parties in interest in 

negotiating and preparing documents to be included in the Plan Supplement, 

including, among others, several trust agreements and related trust documents, a 

Schedule of Executory Contracts and Unexpired Leases to be Assumed, a 

Supplemental Ambac Election Notice, and draft legislation. The Plan Supplement 

was later amended again to include additional documents and revisions to certain 

documents contained in the original Plan Supplement [ECF Nos. 19326, 20019, 

and 20353]. 

On October 14, 2021, Judge Swain issued the Order Regarding Procedures for 

Hearing on Confirmation of Plan of Adjustment [ECF No. 18502], scheduling the 

hearing to consider confirmation of the Debtors’ plan of adjustment beginning on 

November 8, 2021 (the “Confirmation Hearing”). The order was amended on 

October 28, 2021 [ECF No. 18877], and further amended on November 2, 2021 

[ECF No. 19012]. Proskauer attorneys devoted a significant amount of time and 

effort to preparing for the Confirmation Hearing, including the drafting of opening 

and closing arguments, drafting witness declarations in support of confirmation 

and preparing witnesses for their testimony, compiling exhibits in support of the 

Oversight Board’s position, and drafting multiple revisions to the plan, and related 

proposed confirmation order and findings of fact and conclusions of law reflecting 

the status of negotiations with multiple parties. 

During the Compensation Period, Proskauer attorneys and paraprofessionals 

devoted significant amount of time and effort to discovery related to the proposed 

plan of adjustment and its confirmation. They reviewed numerous documents for 

responsiveness and privilege in preparation for production, drafted responses and 

objections to interrogatories and production requests, and prepared for and 

participated in numerous meet-and-confer communications and depositions of fact 

and expert witnesses. They also filed numerous status reports with the Title III 

Court on the progress of discovery and defended the Oversight Board’s position in 

discovery disputes in the Title III Court. 

Proskauer attorneys reviewed and analyzed numerous objections to confirmation 

of the proposed plan of adjustment filed by various parties. They also engaged in 

the negotiations with certain objectors, including participation in numerous meetand-confer communications with creditors, bondholders, the Puerto Rico 

Government, unions, and other parties, which resulted in the resolution of various 

objections. On October 27, 2021, Proskauer filed the Memorandum of Law in 

Support of Confirmation of Seventh Amended Title III Joint Plan of Adjustment of 

the Commonwealth of Puerto Rico, et al. [ECF No. 18869] (the “Confirmation 

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Brief”) and on October 28, 2021, Proskauer filed the Omnibus Reply of the 

Commonwealth of Puerto Rico, the Employees Retirement System of the 

Government of the Commonwealth of Puerto Rico, and the Puerto Rico Public 

Buildings Authority to Objections to Seventh Amended Title III Joint Plan of 

Adjustment [ECF No. 18874] (the “Omnibus Reply”). Proskauer attorneys 

devoted a significant amount of time and effort to the drafting of the Confirmation 

Brief, which set forth the Oversight Board’s position in support of confirmation of 

the plan, and the Omnibus Reply, which responded to the many objections to 

confirmation. 

In connection with negotiations and multiple informal communications with 

parties in interest, on November 3, 2021, Proskauer, on behalf of the Oversight 

Board, filed the Eighth Amended Title III Joint Plan of Adjustment of the 

Commonwealth of Puerto Rico, et al. [ECF No. 19053] (as modified from time to 

time, the “Eighth Amended Plan”), and Amended Plan Supplement and Plan 

Related Documents of the Commonwealth of Puerto Rico, et al. [ECF No. 19062]. 

As negotiations progressed, on November 7, 2021, Proskauer filed the Modified 

Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto 

Rico, et al. [ECF 19114], which was modified again on November 12, 2021 [ECF 

No. 19184], November 21, 2021 [ECF No. 19323], November 28, 2021 [ECF No. 

19365], and December 21, 2021 [ECF No. 19568]. In response to the Title III 

Court Order Regarding Plan Modifications Necessary to the Entry of an Order 

Confirming Plan of Adjustment for the Commonwealth of Puerto Rico, the 

Employees Retirement System of the Government of the Commonwealth of Puerto 

Rico, and the Puerto Rico Public Buildings Authority [ECF No. 19721], Proskauer 

attorneys filed the sixth Modified Eighth Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. [ECF No. 19784] on 

January 14, 2022, which was confirmed on January 18, 2022. 

On October 8, 2021, pursuant to the Order Establishing Procedures and Deadlines 

Concerning Objections to Confirmation and Discovery in Connection Therewith

[ECF No. 17640] (the “Confirmation Procedures Order”), Proskauer filed the 

proposed Order and Judgment Confirming Seventh Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. [ECF No. 18447] (as 

amended from time to time, the “Proposed Confirmation Order”). Proskauer 

attorneys reviewed and responded to several objections to the Proposed 

Confirmation Order, conducted related negotiations, and drafted revisions to the 

Proposed Confirmation Order. On November 3, 2021, Proskauer filed the 

proposed Order and Judgment Confirming Eighth Amended Title III Joint Plan of 

Adjustment of the Commonwealth of Puerto Rico, et al. [ECF No. 19061], which 

reflected revisions in response to objections and informal comments from various 

parties, and changes to conform to the Eighth Amended Plan. The Proposed 

Confirmation Order was further amended on November 7, 2021 [ECF No. 19118], 

November 12, 2021 [ECF No. 19188], November 21, 2021 [ECF No. 19325], and 

November 28, 2021 [ECF No. 19368], reflecting revisions in response to further 

objections and informal comments from various parties, and agreements reached 

between the Oversight Board, various creditors, and the Puerto Rico Government. 

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On December 21, 2021, after the conclusion of the Confirmation Hearing, 

Proskauer, on behalf of the Oversight Board, filed another version of the Proposed 

Confirmation Order [ECF No. 19571], reflecting revisions in response to the 

Order Regarding Certain Aspects of Motion for Confirmation of Modified Eighth 

Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, 

et al. [ECF No. 19517]. On January 18, 2022, Judge Swain issued the order 

confirming the plan, the Order and Judgment Confirming Modified Eighth 

Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, 

the Employees Retirement System of the Government of the Commonwealth of 

Puerto Rico, and the Puerto Rico Public Buildings Authority [ECF No. 19813]. 

On October 25, 2021, Proskauer, on behalf of the Oversight Board, filed the Notice 

of Filing Proposed Findings of Fact and Conclusions of Law in Connection with 

Confirmation of the Seventh Amended Title III Joint Plan of Adjustment of the 

Commonwealth of Puerto Rico, et al. [ECF No. 18739] (as amended from time to 

time, the “Findings of Fact and Conclusions of Law”). On November 28, 2021, 

Proskauer submitted Notice of (I) Filing Proposed Findings of Fact and 

Conclusions of Law in Connection with Confirmation of the Modified Eighth 

Amended Title III Joint Plan of Adjustment of the Commonwealth of Puerto Rico, 

et al. and (II) Deadline for Objections Thereto [ECF No. 19366], which was 

subsequently revised in response to objections, negotiations, and the Title III 

Court’s directions on December 6, 2021, Notice of Filing Revised Proposed 

Findings of Fact and Conclusions of Law in Connection with Confirmation of the 

Modified Eighth Amended Title III Joint Plan of Adjustment of the Commonwealth 

of Puerto Rico, et al. [ECF No. 19427], December 21, 2021 [ECF No. 19570], and 

January 18, 2022 [ECF No. 19812]. 

Due to COVID-19 related restrictions, the pretrial conference and Confirmation 

Hearing took place virtually via videoconferencing, with the Title III Court 

presiding from the courthouse in Hato Rey, Puerto Rico. On November 1, 2021, 

Proskauer attorneys participated in pretrial arguments on the Debtors’ motions in 

limine to exclude the testimony of the DRA Parties’6 proposed experts and the 

DRA Parties’ motions to exclude certain expert testimony offered by the Debtors, 

and in discussions regarding proposed confirmation hearing witnesses and exhibits 

and submission of modifications to the proposed plan. The Confirmation Hearing 

took place from November 8, 2021 through November 23, 2021. During the eight 

days of the Confirmation Hearing, Proskauer attorneys presented and defended the 

Oversight Board’s position on multiple plan related issues, including, among 

others, treatment of various classes of creditors, issues related to pension benefits, 

employee retirement accounts, and the creation of the Pension Reserve Trust and 

various funds to support the proposed restructuring, treatment of bonds and bond 

priorities, PROMESA’s preemption of certain statutes, the application of the 

Takings Clause of the United States Constitution, and third-party release, 

exculpation, and injunction provisions of the plan. 

6 AmeriNational Community Services, LLC as servicer for the GDB Debt Recovery Authority, and Cantor-Katz 

Collateral Monitor LLC (collectively, the “DRA Parties”) 

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Upon conclusion of the Confirmation Hearing and modifications to the plan of 

adjustment made in response to discussions, negotiations, and directions of the 

Title III Court, the Debtors’ modified amended plan of adjustment was confirmed 

on January 18, 2021, and became effective on March 15, 2022. While the Title III 

Court overruled most all confirmation objections that were not consensually 

resolved, it sustained the objection that Fifth Amendment takings claims cannot be 

discharged unless paid in full, but preserved FOMB’s appellate rights on that issue. 

The First Circuit affirmed on that issue and FOMB has filed a petition for 

certiorari because there is a conflict in the circuits, the issue is a constitutional 

issue, and the issue impacts over $300 million of Commonwealth money. The 

petition for certiorari was subsequently denied. 

 Certified Fiscal Plans. During the Compensation Period, Proskauer continued to 

advise the Oversight Board in its efforts on developing and certifying fiscal plans 

and budgets for fiscal year 2022. On December 31, 2021, the Oversight Board 

announced that the certified 2022 Fiscal Plan would be modified and revised to, 

among other things, incorporate the terms of the Modified Eighth Amended Plan. 

The Board, in consultation with the AAFAF and Puerto Rico Governor, certified 

the updated 2022 Fiscal Plan for the Commonwealth at a public meeting on 

January 27, 2022. 

 PREPA Plan of Adjustment. During the Compensation Period, the Oversight 

Board moved forward with the settlement set forth in the May 2019 Restructuring 

Support Agreement (the “PREPA RSA”), which would have enabled filing a plan 

of adjustment for PREPA by the end of March 2022. Proskauer attorneys 

expended time conferring with the Oversight Board and its other advisors 

regarding formulation of the proposed PREPA plan of adjustment, researching and 

analyzing a wide variety of factual and legal issues and materials related to the 

proposed PREPA restructuring and transformation, drafting and revising best 

interest test analyses, participating in strategy meetings with the Oversight Board’s 

other advisors, experts, and consultants, and drafting and revising a PREPA plan of 

adjustment and related disclosure statement. However, on March 8, 2022, the 

Governor of Puerto Rico and AAFAF’s executive director announced that the 

Government of Puerto Rico had exercised its right to terminate the RSA7

, and the 

Title III Court subsequently appointed a mediation team in the PREPA III case. 

 HTA Plan of Adjustment. During the Compensation Period, The Oversight Board 

worked actively to prepare a plan of adjustment for HTA and received related 

comments from various parties in interest. As part of this process, on December 

24, 2021, the Oversight Board requested proposals for an independent, third-party 

analysis of the socioeconomic effects of toll increases in Puerto Rico. Proskauer 

attorneys devoted significant amount of time and effort to conferring with the 

Oversight Board and its other advisors and experts regarding formulation of 

HTA’s proposed plan of adjustment and Plan Support Agreement (the “HTA 

7 See AAFAF’s Informative Motion Regarding Termination of the PREPA RSA [Case No. 17-4870, ECF No. 2747]. 

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PSA”), developing the Oversight Board’s strategy for the proposed plan of 

adjustment, HTA PSA, and confirmation, reviewing and analyzing HTA fiscal 

plans, budgets, and a wide variety of financial documents, researching a wide 

variety of plan related issues, including bondholders’ and creditors’ rights and 

Puerto Rico laws regulating toll increases and eminent domain, reviewing and 

analyzing plan comments and proposals from various parties, drafting and 

reviewing best interest test analyses and related charts, and drafting the HTA 

proposed plan of adjustment, related disclosure statement, and voting and 

solicitation materials. 

20. Throughout the Compensation Period, Proskauer continued its defense of the Title 

III Debtors’ interests by analyzing and objecting to duplicative, incorrectly filed, and otherwise 

deficient or invalid claims against the Debtors, negotiating and participating in meet-and-confer 

communications with claimants to achieve the best possible outcome for the Debtors. Among the 

major claims-related matters in which Proskauer represented the Title III Debtors during the 

Compensation Period are the following: 

 Claim Objections. In connection with proofs of claim filed against the Debtors,8

Proskauer filed a total of 20 omnibus objections between October 1, 2021 and 

January 31, 2022. Proskauer professionals dedicated a significant amount of time 

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

omnibus objections to those claims, as well as reviewing multiple responses and 

preparing replies in support of the objections. Due to COVID-19 pandemic-related 

restrictions, including the inability of the Court to hold in-person hearings, the 

Debtors were unable to prosecute certain pending omnibus objections to claims 

and Proskauer worked with the Title III Court to adjourn hearings on omnibus 

claim objections. During the Compensation Period, Proskauer organized an 

additional hearing on January 19 and 20, 2022 at the satellite location at the Prime 

Clerk collection center in San Juan, where claimants were able to appear and speak 

at a hearing following strict public health and safety measures, with remote access 

for attorneys and the satellite site available to those claimants who chose to appear 

in person. 

 Alternative Dispute Resolution (“ADR”). To promote the timely and costeffective resolution of claims, Proskauer, on behalf of the Debtors, requested that 

the Title III Court approve amended procedures for alternative dispute resolution 

(the “ADR Procedures”). On April 1, 2020, the ADR Procedures were approved 

8 Pursuant to the Bar Date Orders [Case No. 17-BK-3283-LTS, ECF Nos. 2521, 3160, 12260, and 13403], 

approximately 189,971 proofs of claim have been filed against the Debtors and logged by Kroll Restructuring 

Administration LLC (formerly, Prime Clerk LLC). 

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by the Court.9 During the Compensation Period, Proskauer filed its Seventeenth 

through Nineteenth Notices of Transfer of Claims to Alternative Dispute 

Resolution [ECF Nos. 19169, 19594, and 19671], transferring 23 additional claims 

to the ADR process. On behalf of the Debtors, Proskauer professionals prepared 

offer letters to the claimants listed in the ADR Notices. Proskauer also filed the 

Eighth and Ninth Alternative Dispute Resolution Status Notices [ECF Nos. 18981 

and 19624], providing an update to the Court regarding the status of the claims 

transferred into the ADR process. 

 Administrative Reconciliation of Claims (“ACR”). To further facilitate the 

efficient and cost-effective resolution of the claims, Proskauer, on behalf of the 

Debtors, submitted to the Court that certain types of claims, such as claims for 

pension or retiree benefits, tax refunds, salaries and benefits owed to public 

employees, and union grievances, should remain within the auspices of the 

Debtors’ administrative processes. The Court approved proposed ACR Procedures 

on March 12, 2020. 10 During the Compensation Period, Proskauer filed its 

Eighteenth through Twenty-Third Notices of Transfer of Claims to Administrative 

Claims Reconciliation [ECF Nos. 18413, 18956, 19490, 19626, 19675, and 

19945], transferring over 12,700 additional claims into Administrative Claims 

Reconciliation. On November 30, 2021, Proskauer filed the Eighth Administrative 

Claim Reconciliation Status Notice [ECF No. 19380], and on January 28, 2022, the

Ninth Administrative Claim Reconciliation Status Notice [ECF No. 19945], 

providing an update to the Court regarding the status of the claims transferred into 

the ACR Procedures pursuant to the ACR transfer notices and reporting that in 

total, over 26,127 of ACR transferred claims had been successfully resolved by the 

end of the Compensation Period. 

21. First Circuit and Supreme Court Appeals. During this Compensation Period, 

Proskauer defended a number of significant matters before the appellate courts, obtaining several 

critical judgments on behalf of the Oversight Board as Title III representative of the Debtors. 

Some of the appellate matters where Proskauer attorneys represented the Oversight Board 

included: 

 U.S. Supreme Court Certiorari Petition: 

(1) Hermandad de Empleados del Fondo del Seguro del Estado, Inc. v. FOMB, Case 

No. 21-718. On November 10, 2021, two Puerto Rico labor unions representing 

9

 See Order (A) Authorizing Alternative Dispute Resolution Procedures, (B) Approving Additional Forms of Notice, 

and (C) Granting Related Relief [ECF No. 12576]. 

10 See Order (A) Authorizing Administrative Reconciliation of Claims, (B) Approving Additional Form of Notice, and 

(C) Granting Related Relief [ECF No. 12274]. 

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employees of Puerto Rico’s State Insurance Fund Corporation, and a member of 

one of the unions, appealed the First Circuit opinion denying them Article III 

standing to challenge the constitutionality of PROMESA and seek to invalidate the 

actions of the Oversight Board. On January 18, 2022, Proskauer, on behalf of the 

Oversight Board, responded in opposition, and on February 22, 2022, the petition 

was denied. 

 First Circuit Appeals: 

(1) Pinto Lugo v. Government of the United States of America, Case No. 21-1283. 

On April 27, 2021, an individual plaintiff René Pinto-Lugo and certain non-profit 

corporations and labor unions appealed from the Title III Court opinion

dismissing their underlying second adversary complaint for lack of Article III 

standing and deeming futile their request to re-plead.11 On August 18, 2021, the 

appellants submitted their opening brief, which was re-filed on October 13, 2021 

to conform with the rules of the Court. On January 7, 2022, Proskauer, on behalf 

of the Oversight Board, submitted its responsive appellate brief. 

(2) Hernández Montañez v. FOMB, Case No. 21-1581. On August 4, 2021, the Hon. 

Rafael Hernández-Montanez, in his official capacity as the Speaker of the Puerto 

Rico House of Representatives, together with various other current and former 

members of the Puerto Rico Government in their official capacities, appealed the 

Title III Court order dismissing the underlying adversary complaint for lack of 

subject matter jurisdiction. 12 During the Compensation Period, Proskauer, on 

behalf of the Oversight Board, reviewed and analyzed the notice of appeal and 

related appellants’ motion to dismiss all initial plaintiffs with exception of the 

Speaker of the House, conducted legal research, and advised the Oversight Board 

on developing its appellate strategy. The First Circuit granted motions to 

voluntary dismiss all appellants except for the Speaker in May of 2022. The 

opening brief was filed by the Speaker on August 1, 2022. 

(3) Johnson v. FOMB, Case No. 21-1611. On August 27, 2021, individual creditor 

Obe Johnson, appearing pro se, appealed the Title III Court orders denying his 

multiple motions for relief from the automatic stay.13 Mr. Johnson subsequently 

filed with the First Circuit two motions to lift the automatic stay and a motion for 

permission to appeal in forma pauperis.

14 On behalf of the Oversight Board, 

Proskauer filed its opposition to the appellant’s first lift stay motion on October 4, 

2021, and its opposition to the in forma pauperis request and the second lift stay 

11 See Memorandum Order Overruling Objections and Adopting Report and Recommendations [Adv. Proc. No.18-

0041; ECF No. 124]. 

12 See Opinion and Order Dismissing Certain Claims for Lack of Subject Matter Jurisdiction and Granting Motion to 

Dismiss Count I of the Complaint Pursuant to Fed. R. Civ. P. 12(b)(6) [Adv. Proc. No. 18-0090]. 

13 See Memorandum Order Granting in Part and Denying in Part Obe E. Johnson’s Motion for Relief from the 

Automatic Stay (Docket Entry No. 12772, Order Denying Obe E. Johnson’s Motion for Relief from the Automatic 

Stay (Docket Entry No. 13510), Order Granting in Part and Denying in Part Obe E. Johnson’s Motion for Relief 

from the Automatic Stay (Docket Entry No. 16942) [ECF Nos. 13316, 13599, and 17184]. 

14 See Order Denying Motion for Permission to Appeal in Forma Pauperis [ECF No. 18220]. 

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motion on November 29, 2021. On August 22, 2022, First Circuit affirmed the 

Title III Court’s decision. 

(4) Obe E. Johnson v. FOMB, Case No. 21-1982. On December 7, 2021, individual 

creditor Obe Johnson, appearing pro se, appealed the Title III Court order denying 

him permission to appeal in forma pauperis. On January 21, 2022, Proskauer, on 

behalf of the Oversight Board, filed a motion to dismiss the appeal for lack of 

appellate jurisdiction. On August 22, 2022, First Circuit dismissed this appellate 

matter as duplicative. 

22. In addition to the above, Proskauer has represented the Oversight Board and Title 

III Debtors in numerous adversary proceedings and other contested matters. The following is a 

summary of major litigation matters in which Proskauer served as lead counsel for the Title III 

Debtors during this Compensation Period: 

 UTIER v. PREPA, Adv. Proc. No. 17-00229. On March 12, 2021, UTIER filed its 

third amended complaint in the adversary action against PREPA, the Oversight 

Board, and individual executive defendants, alleging in its surviving claims that 

certain Puerto laws negatively affected the UTIER collective bargaining agreement 

in violation of the Contract Clauses of the United States and Puerto Rico 

Constitutions. On June 1, 2021, Proskauer, jointly with counsel for individual 

executive defendants, filed the joint motion for summary judgment. On July 2, 

2021, UTIER filed its own amended motion for summary judgment. On September 

10, 2021, Proskauer, together with counsel for individual executive defendants, 

filed the defendants’ opposition to UTIER’s summary judgment motion and, and 

on December 8, 2021, the defendants’ joint reply in support of their motion for 

summary judgment. On February 4, 2022, the Title III Court granted PREPA’s and 

the individual defendants’ motion and dismissed the surviving claims of UTIER’s 

third amended complaint against them with no further leave to amend.15 On 

March 3, 2022, UTIER appealed the Title III Court decision. On September 20, 

2022, the Title III Court granted the Defendants’ motion for summary judgment 

and closed the adversary proceeding. 

 FOMB v. Pierluisi Urrutia, Adv. Proc. No. 21-00119. On December 21, 2021, 

Proskauer, on behalf of the Oversight Board, filed a complaint against the 

Governor of Puerto Rico, AAFAF, the Administrator of the Retirement System for 

Employees of the Government of Puerto Rico, and the Director of the Office of 

Management and Budget (the “OMB”) seeking to nullify and to enjoin from 

implementation certain Puerto Rico pension laws as inconsistent with the certified 

fiscal plan and plan of adjustment. On December 24, 2021, the Proskauer filed an 

informative motion concerning the status of Act 80-2020 and JR 33-2021. 

15 See Memorandum Opinion and Order Granting PREPA’s and Individual Defendants’ Motion to Dismiss Plaintiff’s 

Third Amended Adversary Complaint Pursuant to Fed. R. Civ. P. 12(b)(6) [Adv. Proc. No. 17-0299; ECF No. 218]. 

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

defendants, as a result of which the parties reached an agreement to provide 

enhanced retirement benefits to Puerto Rico police officers and teachers by means 

consistent with the plan of adjustment and certified fiscal plan. On December 27, 

2021, the Board, the Governor of Puerto Rico, AAFAF and the OMB filed the 

stipulation resolving the complaint, which was approved by the Title III Court the 

next day. 

23. 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. 

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

Compensation Order, of (a) $22,393.80, as compensation for professional services rendered, and 

(b) $1,674.98 as reimbursement for actual and necessary expenses incurred during the 

Compensation Period in connection with such professional services. The Application reflects the 

sizeable discount embedded in Proskauer’s Engagement Letter with the Oversight Board, in 

which it fixed hourly rates at levels providing in the Compensation Period up to 54% discounts on 

the hourly rates of its most senior partners. 

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

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

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

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

attached hereto as Exhibit B. 

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

hereto as Exhibit D. 

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

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

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

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

Compensation Period required an aggregate expenditure of 10.20 recorded hours by Proskauer’s 

partners and senior counsel; 9.80 recorded hours by associates; and 17.80 recorded hours by 

paraprofessionals. As required by the Guidelines, Exhibit C to this Application 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 5 show 

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

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

Commonwealth and statutory committees. No Proskauer rates are increased as a result of the 

geographic location of a bankruptcy case (or a Title III case). 

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

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

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

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

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

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

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

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

Proskauer billed more than 5 hours during the Compensation Period are summarized in the 

Application. Project Categories for which Proskauer billed less than 5 hours are included in 

Exhibit B. While Proskauer billed only 32.60 hours to PBA during the Compensation Period, 

Proskauer has billed substantially more time to PBA during prior Compensation Periods. In 

addition, during the Compensation Period, substantial work was done to advance PBA’s 

restructuring in connection with confirmation of the Commonwealth, ERS, and PBA plan of 

adjustment, which provides for a comprehensive restructuring of PBA’s debt, but which work was 

billed to other Project Categories related to the Commonwealth as it involved multiple Debtors. 

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

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

Guidelines paragraph C.5: 

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

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

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

please explain. 

Response: No. 

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

budgeted for the time period covered by this fee application are higher 

by 10% or more, did you discuss the reasons for the variation with the 

client? 

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

budgeted fees for the Compensation Period (the fees sought in this 

Application are 40.3% below the budgeted fees). 

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

their hourly rate based on the geographic location of the bankruptcy 

case? 

Response: No. 

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

revising time records or preparing, reviewing, or revising invoices? 

(This is limited to work involved in preparing and editing billing 

records that would not be compensable outside of bankruptcy and does 

not include reasonable fees for preparing a fee application.). If so, 

please quantify by hours and fees. 

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

time records or preparing, reviewing or revising invoices in connection 

with the preparation of monthly fee statements. 

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

records to redact any privileged or other confidential information? If 

so, please quantify by hours and fees. 

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

concerns. 

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

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

Did your client agree when retaining the law firm to accept all future 

rate increases? If not, did you inform your client that they need not 

agree to modified rates or terms in order to have you continue the 

representation, consistent with ABA Formal Ethics Opinion 11–458? 

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

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

lower of the percentage rate increase we announce, and four percent.” 

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

Proskauer’s rates increased 4% effective January 1, 2022, yielding a 

new flat rate for attorneys (partners, senior counsel, and associates) of 

$887 per hour, for e-discovery attorneys of $438 per hour, and for 

paraprofessionals of $303 per hour. 

Gross-Up Amount 

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

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

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

on fees derived from work performed while the timekeeper was physically present in Puerto Rico, 

but not on fees derived from work performed outside of Puerto Rico. 

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

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

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

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

time of payment. 

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

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

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

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

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

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

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

Proskauer will make that application at a subsequent time. 

Professionals Billing Fewer Than Five Hours per Month 

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

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

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

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

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

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

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

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

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

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

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

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

addition, given the limited number of total hours spent on PBA’s Title III case during this 

Compensation Period, certain professionals billed fewer than five hours in certain months.16

Professional 

Month(s) in 

which less 

than 5 hours 

were billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Alonzo, Julia D. October 

Ms. Alonzo is senior counsel in Proskauer’s litigation 

group who advised on developing the Oversight Board’s 

litigation strategy in the PBA/DRA Avoidance Action. 

Cook, Alexander N. January Mr. Cook is a paralegal in Proskauer’s BSGR&B group 

who assisted with various case management related tasks. 

Esses, Joshua A. November 

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

who assisted with analysis related to the extension of the 

Debtor’s time to assume or reject unexpired leases of nonresidential property pursuant to Bankruptcy Code section 

365(d)(4). 

Firestein, Michael A. 

October, 

January, 

February 

Mr. Firestein is a partner in Proskauer’s litigation 

department who advised on developing the Oversight 

Board’s litigation strategy in the PBA/DRA Avoidance 

Action, on analysis related to the extension of the Debtor’s 

time to assume or reject unexpired leases of non-residential 

property pursuant to Bankruptcy Code section 365(d)(4), 

and on issues related to the stay of adversary proceedings 

in light of confirmation of the Debtor’s plan of adjustment. 

Levitan, Jeffrey W. October 

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

who advised on developing the Oversight Board’s 

litigation strategy in the PBA/DRA Avoidance Action. 

Hamilton, Martin T. October Mr. Hamilton is a partner in Proskauer’s tax department 

who analyzed the PBA trust agreement. 

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

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

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

Oversight Board during prior Compensation Periods. 

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Professional 

Month(s) in 

which less 

than 5 hours 

were billed 

Explanation of Why Services 

Were Reasonable and Necessary 

Mervis, Michael T. November 

Mr. Mervis is a partner in Proskauer’s litigation department 

who advised on issues related to the filing and management 

of new adversary proceedings. 

Mungovan, Timothy W. October 

Mr. Mungovan is a partner in Proskauer’s litigation 

department who advised on developing the Oversight 

Board’s litigation strategy in the PBA/DRA Avoidance 

Action. 

Osaben, Libbie B. November –

February 

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

who assisted with analysis related to the extension of the 

Debtor’s time to assume or reject unexpired leases of nonresidential property pursuant to Bankruptcy Code section 

365(d)(4) and with drafting related pleadings. 

Petrov, Natasha 

October –

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

who assisted with drafting Proskauer’s Fifth and Sixth 

Interim Fee Applications. 

Rosen, Brian S. October, 

November 

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

advised on developing the Oversight Board’s litigation 

strategy in the PBA/DRA Avoidance Action. 

Singer, Tal J. October Mr. Singer is a paralegal in Proskauer’s BSGR&B group 

who assisted with various case management related tasks. 

Volin, Megan R. 

October, 

December –

February 

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

who assisted with analysis related to the extension of the 

Debtor’s time to assume or reject unexpired leases of nonresidential property pursuant to Bankruptcy Code section 

365(d)(4) and with drafting of Proskauer’s Fifth and Sixth 

Interim Fee Applications. 

Summary Description of Professional Services 

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

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

Categories for which Proskauer billed more than 5 hours during the Compensation Period are 

summarized below. Project Categories for which Proskauer billed less than 5 hours during the 

Compensation Period are listed in Exhibit B. 

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I. Matter No. 33260.0083 (PROMESA Title III: PBA) 

35. This matter number covers time spent relating to the core PBA Title III case, 

including, for example, time spent regarding mediation, fiscal plan issues, and work on disclosure 

statements or plans of adjustment. 

(a) Communications with Claimholders (Project Category 204) 

(Fees: $5,800.40; Hours: 6.80) 

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

various claimholders. Specifically, Proskauer attorneys spent time preparing for and participating 

in meet-and-confer communications with opposing counsel in FOMB v. AmeriNational 

Community Services, LLC, Adv. Proc. No. 21-0100 (the “PBA/DRA Avoidance Action”). 

(b) Analysis and Strategy (Project Category 210) 

(Fees: $4,875.70; Hours: 5.70) 

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

brainstorming strategic approaches to, the Debtor’s Title III Case and varied issues relating 

thereto, including engaging in meetings to discuss strategic case considerations, the status of 

various work streams and next steps, and all Proskauer internal meetings, except those 

specifically dealing with an issue covered by another Project Category. Specifically, Proskauer 

attorneys spent time engaging in strategic discussions regarding the PBA/DRA Avoidance Action 

and the extension of the Debtor’s time to assume or reject unexpired leases of non-residential 

property pursuant to Bankruptcy Code section 365(d)(4). 

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

(Fees: $4,794.40; Hours: 14.60) 

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

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

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

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paraprofessionals spent time drafting Proskauer’s Fifth, and Sixth, and Seventh Interim Fee 

Applications. 

* * * * 

39. 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. 

40. 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 

41. 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. 

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

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

expenses, including online research. All expense entries detailed in Exhibit B comply with the 

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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 

chapter 11 and non-bankruptcy clients and by other comparable professionals. 

43. The rates charged by the firm for Westlaw and other computerized research vary 

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

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

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

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

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

all of the type customarily billed to clients. 

44. During the Compensation Period, Proskauer has disbursed $1,674.98, as necessary 

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

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

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

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

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

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

Compensation Paid and Its Source 

45. 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 

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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. 

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

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

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

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

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

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

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

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

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

account all relevant factors, including— 

(1) the time spent on such services; 

(2) the rates charged for such services; 

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

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

completion of, a case under this chapter; 

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

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

problem, issue, or task addressed; 

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

certified or otherwise has demonstrated skill and experience in the 

bankruptcy field; and 

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

compensation charged by comparably skilled practitioners in cases 

other than cases under this subchapter or title 11. 

PROMESA § 316(c). 

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

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

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

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

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

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

Board has reviewed and approved this Application. 

Reservations 

48. 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 

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

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

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

Case and served upon: 

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

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

Board Member; 

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

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

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

(hermann.bauer@oneillborges.com); 

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

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

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

Esq. (dperez@omm.com); 

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

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

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

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

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

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

Puerto Rico); 

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

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

(lucdespins@paulhastings.com); 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Francisco Peña Montañez, CPA, Assistant Secretary of the Treasury 

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

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

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

Esq. (elugo@edgelegalpr.com); and 

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

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

(KStadler@gklaw.com). 

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

provided. 

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

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

amount of $22,393.80, and allowing reimbursement for actual and necessary expenses Proskauer 

incurred in connection with such services during the Compensation Period in the amount of 

$1,674.98; (b) authorizing and directing the Debtor to pay promptly to Proskauer the difference 

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

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

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

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

rendered and reimbursement of actual and necessary expenses incurred without prejudice to 

Proskauer’s right to seek additional compensation for services performed and expenses incurred 

during the Compensation Period, which were not processed at the time of this Application or 

which arise from the accrued incremental fees from increased rates in the Engagement Letter; and 

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

[Remainder of Page Intentionally Left Blank] 

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Dated: June 16, 2023 

 San Juan, Puerto Rico 

Respectfully submitted, 

/s/ Martin J. Bienenstock 

Martin J. Bienenstock (pro hac vice) 

Paul V. Possinger (pro hac vice) 

Ehud Barak (pro hac vice) 

PROSKAUER ROSE LLP 

Eleven Times Square 

New York, NY 10036 

Tel: (212) 969-3000 

Fax: (212) 969-2900 

Email: mbienenstock@proskauer.com 

 ppossinger@proskauer.com 

 ebarak@proskauer.com 

 

-and- 

/s/ Hermann D. Bauer 

Hermann D. Bauer 

USDC No. 215205 

/s/ Ubaldo M. Fernández 

Ubaldo M. Fernández 

USDC No. 224807

O’NEILL & BORGES LLC 

250 Muñoz Rivera Ave., Suite 800 

San Juan, PR 00918-1813 

Tel: (787) 764-8181 

Fax: (787) 753-8944 

Attorneys for the Financial Oversight and 

Management Board as Representative of the 

Debtor

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