Hearing Date: June 6, 2018 at 9:30 a.m. AST

Objection Deadline: April 9, 2018 (for parties other than the Fee Examiner)

IN THE 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

No. 17 BK 3283-LTS 

(Jointly Administered)

SUMMARY COVER SHEET TO THE SECOND INTERIM APPLICATION OF

BENNAZAR, GARCÍA & MILIÁN, C.S.P. FOR ALLOWANCE OF COMPENSATION 

FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED AS ATTORNEYS THE OFFICIAL COMMITTEE OF RETIRED 

EMPLOYEES OF THE COMMONWEALTH OF PUERTO RICO 

FROM OCTOBER 1, 2017 THROUGH JANUARY 31, 2018

Name of Applicant: Bennazar, García & Milián, C.S.P.

Authorized to Provide Services To: The Official Committee of Retired 

Employees of the Commonwealth 

of Puerto Rico

Retention Date: June 16, 2017

1

The Debtors in these jointly-administered PROMESA title III cases, along with each Debtor’s respective 

title III case number listed as a bankruptcy case number due to software limitations and the last four (4) 

digits of each Debtor’s federal tax identification number, as applicable, are: (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 (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (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 (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax 

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

Four Digits of Federal Tax ID: 3747).

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2

Period for which compensation is sought: October 1, 2017 through January 

31, 2018

Monthly Fee Statements subject to the request: October 2017

November 2017

December 2017

January 2018

Total compensation sought this period: $270,162.502

Total expenses sought this period: $11,538.25

Petition Date: May 3, 2017

Retention Date: June 16, 2017

Date of Order Approving Employment: August 10, 2017

Total compensation approved by interim order to date: $279,987.50 (12/14/17)

Total expenses approved by interim order to date: $6,946.24 (12/14/17)

Total compensation paid to date: $279,987.50

Total expenses paid to date: $6,946.24

Total compensation subject to objection: None

Total expenses subject to objection: None

Blended rate in this application for all attorneys: $283.78

Blended rate in this application for all timekeepers: $283.78

Number of Professionals Included in this Application: 4

Difference Between Fees Budgeted and Compensation 

Sought: $41,406.50 less than budgeted3

Number of Professionals Billing Fewer than 15 Hours 

to this Case: 0

2

The compensation requested on Bennazar’s monthly fee statements totaled $273,050.00. As detailed in 

the Application, Bennazar has voluntarily reduced its request by $2,887.50 to reflect certain clerical errors. 

See Application ¶ 22. 

3

Bennazar began providing monthly budgets to the U.S. Trustee and Fee Examiner in January 2018. This 

calculation only reflects the difference between the January 2018 budget and January 2018 fee request. 

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3

Rates Higher than Those Disclosed at Retention: None 

Objection Deadline: April 9, 2018 for parties other than 

the Fee Examiner.

Time Billed By Professional

Name of

Professional Title

Year

Admitted

Hourly

Billing 

Rate4

Total

Billed

Hours

Total 

Compensation

A.J. Bennazar 

Zequeira Partner 1974 $375.00 251.9 $90,037.50

Hector Mayol 

Kauffmann Partner 2010 $375.00 216.6 $72,225.00

Francisco Del 

Castillo Associate 2001 $250.00 404.0 $95,975.00

Carlos R. 

Ramírez Isern Associate 2016 $150.00 79.5 $11,925.00

Totals: 952.0 $ 270,162.50

Blended Rate: $283.78

FEE EXAMINER’S REQUESTED ATTACHMENTS TO FEE APPLICATIONS

List of Professionals – Above

Compensation by Project Category – Exhibit C

Expense Summary – Exhibit D

List of Professionals by Matter – Exhibit E

Detailed Time Records – Exhibit E

Detailed Expense Records – Exhibit F

Budget & Staffing Plan – Submitted to the Fee Examiner under separate cover

4

Non-working travel time billed at 50% hourly rate. 

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 Hearing Date: June 6, 2018 at 9:30 a.m. AST

Objection Deadline: April 9, 2018 (for parties other than the Fee Examiner)

IN THE 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

No. 17 BK 3283-LTS 

(Jointly Administered)

SECOND INTERIM APPLICATION OF

BENNAZAR, GARCÍA & MILIÁN, C.S.P. FOR ALLOWANCE OF COMPENSATION 

FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES 

INCURRED AS ATTORNEYS THE OFFICIAL COMMITTEE OF RETIRED 

EMPLOYEES OF THE COMMONWEALTH OF PUERTO RICO 

FROM OCTOBER 1, 2017 THROUGH JANUARY 31, 2018

To the Honorable United States District Court Judge Laura Taylor Swain:

Bennazar, García & Milián, C.S.P. ( “Bennazar”), attorneys for The Official Committee 

of Retired Employees of the Commonwealth of Puerto Rico (the “Retiree Committee”) in the 

above-captioned Title III cases (the “Title III Cases”), hereby submits this second application (the 

“Application”) for an award of interim compensation for professional services rendered in the 

1

The Debtors in these jointly-administered PROMESA title III cases, along with each Debtor’s respective 

title III case number listed as a bankruptcy case number due to software limitations and the last four (4) 

digits of each Debtor’s federal tax identification number, as applicable, are: (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 (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (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 (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax 

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

Four Digits of Federal Tax ID: 3747).

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5

amount of $269,881.30, and reimbursement for actual and necessary expenses incurred in 

connection with such services in the amount of $11,538.25 for the period from October 1, 2017 

through January 31, 2018 (the “Interim Period”). Bennazar submits this Application pursuant to 

sections 316 and 317 of the Puerto Rico Oversight, Management, and Economic Stability Act

(“PROMESA”),2

48 U.S.C. §§ 2176, 2177; sections 105(a) and 503(b) of the Bankruptcy Code,3

11 U.S.C. § 503(b); Rule 2016(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”)4

; Rule 2016-1 of the Bankruptcy Rules for the United States Bankruptcy Court for the 

District of Puerto Rico (the “Local Rules”)5; the Court’s Order Authorizing the Employment of 

Bennazar, García & Milián, C.S.P. as Attorneys for the Committee of Retired Employees (the 

“Retention Order”) [Dkt. No. 1003]; the First Amended Order Setting Procedures for Interim 

Compensation and Reimbursement of Expenses of Professionals (the “Interim Compensation 

Order”) [Dkt. No. 1715]; the United States Trustee’s Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Large 

Chapter 11 Cases Effective as of November 1, 2013 (the “UST Guidelines”),6

and the Fee 

Examiner’s November 10, 2017 Memorandum (the “Fee Examiner Memorandum”). In support 

2

PROMESA is codified at 48 U.S.C. §§ 2101–2241.

3

The Bankruptcy Code is codified at 11 U.S.C. §§ 101–1532. Unless otherwise noted, all Bankruptcy Code 

sections cited in the Application are made applicable to these Title III Cases pursuant to section 301(a) of 

PROMESA. 

4

All Bankruptcy Rules referenced in this Application are made applicable to these Title III Cases pursuant 

to section 310 of PROMESA.

5

The Local Rules are made applicable here by the Court’s Order (A) Imposing and Rendering Applicable 

Local Bankruptcy Rules to These Title III Cases, (B) Authorizing Establishment of Certain Notice, Case 

Management, and Administrative Procedures, and (C) Granting Related Relief [Dkt. No. 249].

6

Pursuant to the Interim Compensation Order and Local Rule 2016-1, the Retiree Committee is required to 

comply with the UST Guidelines. 

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6

of the Application, Bennazar submits the Certification of A.J. Bennazar Zequeira (the “Bennazar 

Certification”), attached hereto as Exhibit A, and respectfully represents as follows: 

Preliminary Statement

1. Bennazar has served as counsel to the Retiree Committee since June 16, 2017. The 

Retiree Committee represents approximately 167,000 retired employees of the Commonwealth of 

Puerto Rico and various governmental bodies and their surviving beneficiaries, including Puerto 

Rico’s retired teachers, police officers, firefighters, judges, municipal clerks, engineers, and other 

government workers of all categories (the “Retirees”). The Retirees’ pensions are underfunded 

by at least $49 billion. They are the largest group of creditors in these Title III Cases. 

2. During the Interim Period, Bennazar performed a variety of legal services that were 

necessary and appropriate for the efficient and economical resolution of the Retiree Committee’s 

interests in the Title III Cases. This includes, among other things: meeting and conferring with the 

Retiree Committee; providing local counsel expertise; advising the Retiree Committee of its 

powers and duties; advising the Retiree Committee regarding proposed modifications to their 

pension, healthcare, and other accrued retirement benefits of Puerto Rico’s public-employment 

retirees; representing the Retiree Committee at court hearings and mediation sessions involving 

matters pertaining to the Retirees’ benefits; preparing on behalf of the Retiree Committee motions,

applications, orders, and other legal papers; advising the Retiree Committee with respect to 

bankruptcy, labor, employee benefits, and litigation issues concerning the Retirees’ benefits.

3. Bennazar’s work during the Interim Period was necessary for, and beneficial to, the 

Retirees and served to ensure that the interests of the Retirees were properly represented and 

safeguarded in these Title III Cases. Bennazar respectfully requests that the Court award the fees 

and expenses requested in this Application.

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7

Jurisdiction

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

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

5. Venue is proper pursuant to PROMESA section 307(a).

6. Bennazar makes this Application pursuant to PROMESA sections 316 and 317, 

Bankruptcy Code sections 105(a) and 503(b), Bankruptcy Rule 2016, Local Rule 2016-1, the 

Retention Order, the Interim Compensation Order, and the UST Guidelines.

Background

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

and through the Financial Oversight and Management Board for Puerto Rico (the “FOMB”), as 

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

the Court under title III of PROMESA.

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

by and through the FOMB, as COFINA’s representative pursuant to PROMESA section 315(b), 

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

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

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

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

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

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

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

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8

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

through the FOMB, as PREPA’s representative pursuant to PROMESA section 315(b), filed a 

petition with the Court under title III of PROMESA.

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

PREPA Title III Cases are jointly administered for procedural purposes only, pursuant to 

PROMESA section 304(g) and Bankruptcy Rule 1015. [See Dkt. Nos. 242, 537, 1417.]

13. On May 5, 2017, the Ad Hoc Committee for the Protection of Accrued Retirement 

Benefits of Puerto Rico’s Public Employees and Retirees (the “Ad Hoc Retiree Committee”) 

filed a motion seeking the appointment of an official committee of retired employees. [Dkt. No. 

8.] On May 19, 2017, Guy G. Gebhardt, then-Acting United States Trustee for Region 21 (the 

“U.S. Trustee”) filed a response in opposition to the Ad Hoc Retiree Committee’s motion. [Dkt. 

No. 192.]

14. On June 15, 2017, U.S. Trustee, pursuant to section 1102(a)(1) of the Bankruptcy 

Code, appointed the Retiree Committee, consisting of the following nine individuals: Blanca 

Paniagua, Carmen Nunez, José Marin, Juan Ortiz, Lydia Pellot, Marcos A. Lopez, Miguel Fabre, 

Milagros Acevedo, and Rosario Pacheco. [Dkt. No. 340.]

Bennazar’s Retention and Fee Request

15. On June 16, 2017, the Retiree Committee elected to employ Bennazar to represent 

the Retiree Committee.

16. On July 19, 2017, the Retiree Committee filed its Application for an Order 

Approving the Employment of Bennazar, García & Milián, C.S.P. [Dkt. No. 683] (the “Retention 

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9

Application”) pursuant to section 105(a) and 1103 of the Bankruptcy Code.7

17. On August 10, 2017, the Court entered the Retention Order approving Bennazar’s 

retention as counsel to the Retiree Committee, effective June 16, 2017, on the terms and conditions 

identified in the Retention Application. A copy of the Retention Order is attached hereto as 

Exhibit B. Pursuant to the Retention Order, Bennazar is entitled to compensation for reasonable, 

actual, and necessary professional services rendered and reimbursement of expenses incurred in 

connection with the Title III Cases.

18. On October 6, 2017, the Court entered an Order (the “Fee Examiner Order”) [Dkt 

No. 1416] appointing Brady Williamson as the fee examiner (the “Fee Examiner”) in these Title 

III Cases. 

19. On November 15, 2017, Bennazar filed its First Interim Application for Allowance 

of Compensation for Services Rendered and Reimbursement of Expenses Incurred From June 16, 

2017 through September 30, 2017 (the “First Interim Application”) [Dkt. No. 1806], seeking 

$280,175.00 in compensation and $7,952.24 in expenses. 

20. On December 14, 2017, the Court entered an Order approving the First Interim 

Application (the “First Interim Order”) [Dkt. No. 1994] in the amount of $279,987.50 in 

compensation and $6,946.24 in expenses, reflecting $187.50 in fee reductions and $1,006.00 in 

expense reductions recommended by the Fee Examiner and agreed to by Bennazar. Bennazar has 

received payment of the amounts requested in the First Interim Application.

7

In a chapter 11 case, a committee appointed under section 1102 of the Bankruptcy Code ordinarily would 

seek authority to employ counsel pursuant to section 328. Because PROMESA does not incorporate section 

328 of the Bankruptcy Code, the Retiree Committee moved for approval of its Retention Application 

pursuant to sections 105(a) and 1103(a). See PROMESA § 301(a) (omitting Bankruptcy Code sections 327 

and 328 from incorporation into PROMESA).

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10

21. By this Application, Bennazar seeks (i) allowance of compensation in the amount 

of $270,162.50; and (ii) reimbursement of expenses in the amount of $11,538.25. This is 

Bennazar’s second request for interim compensation in these Title III Cases. Bennazar has not 

received payment for services performed or reimbursement of its expenses for the period from 

October 2017 through January 2018.

22. The requested fees are lower than those requested in Bennazar’s monthly fee 

statements due to the following clerical errors:

a. Bennazar’s November 2017 fee statement indicated A.J. Bennazar Zequeira 

recorded 13 hours of non-working travel time and 56 hours of regular time. This 

number was incorrect: Mr. Bennazar recorded 11.1 hours of non-working travel 

time and 57.9 hours of regular time. Thus, Bennazar’s fees for November 2017 

totaled $75,421.25 rather than the $75.065.00 identified in the monthly statement, 

a difference of $356.25. 

b. Bennazar’s December 2017 fee statement included (i) 19.5 hours of non-working 

travel time entries inadvertently recorded at the fully hourly rate, and (ii) a 0.1 hour 

time entry inadvertently recorded at the 50% non-working travel rate. Thus, 

Bennazar’s fees for December 2017 totaled $66,171.25 rather than the $69,340.00 

identified in the monthly statement, a difference of $3,168.75. 

c. Bennazar’s January 2018 fee indicated that Héctor Mayol Kauffman recorded 57.8 

hours. This calculation was incorrect. Mr. Mayol recorded 57.6 hours in January. 

Thus, Bennazar’s fees for January 2018 totaled $81,857.50 rather than the 

$81,932.50 identified in the fee statement, a difference of $75.00. 

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11

In sum, Bennazar’s requested interim compensation is $2,887.50 less than the amount requested 

in its monthly statements. 

23. Bennazar’s fees are based upon hours charged, recorded in tenth of an hour 

increments, at Bennazar’s ordinary and customary hourly rates in effect as of January 1 of the 

calendar year in which the services are rendered, plus reimbursement of actual, necessary out-ofpocket expenses and other charges incurred by Bennazar on behalf of the Retiree Committee. The 

rates set forth herein are Bennazar’s 2018 rates—which are unchanged from the 2017 rates 

identified in the First Interim Application—and are consistent with the rates charged to other 

clients, including outside of bankruptcy. 

24. The cover sheet to this Application contains a schedule setting forth all Bennazar 

professionals who have performed services in the Title III Cases during the Interim Period, the 

capacity in which each individual is employed by Bennazar, the hourly billing rate charged for 

services performed by such individual, the aggregate number of hours expended in this case and 

fees billed therefore, and the year in which each professional was first licensed to practice law. 

25. As set forth in the Bennazar Certification, all of the services for which interim 

compensation is sought herein were rendered for and on behalf of the Retiree Committee in 

connection with these chapter 11 cases. To the best of the Bennazar’s knowledge and as disclosed 

in the Declaration Of A.J. Bennazar In Support Of Application of the Official Committee of Retired 

Employees of the Commonwealth of Puerto Rico for Order Approving the Employment of 

Bennazar, García & Milián, C.S.P. [Dkt. No. 683, Ex. A] (the “Bennazar Declaration”), 

Bennazar is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code, and 

except as otherwise specified in the Bennazar Declaration, Bennazar’s partners, associates, and 

special attorneys do not hold or represent any interest adverse to the Retiree Committee.

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12

26. Bennazar might have in the past represented, might currently represent, and likely 

in the future will represent parties in interest in these cases in connection with matters unrelated to 

the Retiree Committee or the Title III Cases. In the Bennazar Declaration, Bennazar disclosed its 

connections to parties in interest in the Title III Cases that it has been able to ascertain using 

reasonable efforts. Bennazar will update such disclosures, as appropriate, if Bennazar becomes 

aware of relevant and material new information.

27. Bennazar performed the services for which it is seeking compensation on behalf of 

the Retiree Committee and not on behalf of any other committee, creditor, or other entity.

28. Bennazar has not received payment or promise of payment from any source other 

than the Commonwealth for services provided or to be provided in any capacity whatsoever in 

connection with the Title III Cases. 

29. Bennazar does not share fees with any attorneys except to the extent permitted by 

section 504 of the Bankruptcy Code. 

Fees and Expenses Incurred During Interim Period

A. Customary Billing Disclosures

30. Bennazar’s hourly rates are set at a level designed to compensate Bennazar fairly 

for the work of its attorneys and to cover fixed and routine expenses. The hourly rates and 

corresponding rate structure utilized by Bennazar in these Title III Cases are equivalent to the 

hourly rates and corresponding rate structure used by Bennazar for similar complex corporate, 

securities, litigation, and restructuring matters, whether in court or otherwise, regardless of 

whether a fee application is required. The rates and rate structure reflect that such complex matters 

typically are national in scope and typically involve great complexity, high stakes, and intense 

time pressures. 

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13

B. Fees Incurred During Interim Period

31. In the ordinary course of Bennazar’s practice, Bennazar maintains records of the 

time spent on the professional services provided to the Retiree Committee. Below is a summary 

of fees incurred and hours worked during the Interim Period for which compensation is sought on

an hourly basis in this Application:

Time Billed By Professional

Name of

Professional Title

Year

Admitted

Hourly

Billing 

Rate

Total

Billed

Hours

Total 

Compensation

A.J. Bennazar 

Zequeira Partner 1974 $375.00 251.9 $90,037.50

Hector Mayol 

Kauffmann Partner 2010 $375.00 216.6 $72,225.00

Francisco Del 

Castillo Associate 2001 $250.00 404.0 $95,975.00

Carlos R. 

Ramírez Isern Associate 2016 $150.00 79.5 $11,925.00

Totals: 952.0 $270,162.50

Blended Rate: $283.788

C. Expenses Incurred During Interim Period

32. In the ordinary course of Bennazar’s practice, Bennazar maintains a record of 

expenses incurred in rendering professional services to the Retiree Committee and for which 

reimbursement is sought. Exhibit D to this Application is a summary for the Interim Period of the 

total amount of expenses for which Bennazar seeks reimbursement with respect to each category 

of expenses. The out-of-pocket disbursement sum is broken down into categories of charges.

8

Includes non-working travel time billed at 50% hourly rate. 

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14

Summary of Legal Services Provided During the Interim Period

33. During the Interim Period, Bennazar provided important professional services to 

the Retiree Committee in connection with the Title III Cases. Detailed descriptions of the specific 

services provided and the time expended performing such services are attached as Exhibit E, and 

a summary of the services Bennazar provided to the Retiree Committee during the Interim Period 

is set forth below.

34. Bennazar has established subject matters categories (each, a “Matter Category”) 

for keeping time records of the work performed for the Retiree Committee. The following is a 

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

Interim Period. This summary is organized in accordance with Bennazar’s internal system of 

matter numbers.

Adversary Proceeding – Peaje v. HTA

Total Hours: 9.7 Fees: $3,197.50

35. Bennazar’s recorded time entries in this category reflect review and analysis of 

pleadings and court decisions in the Peaje v. HTA adversary proceedings (Adv. Proc. Nos. 17-151, 

17-152) relevant to Retiree Committee constituents. 

Adversary Proceeding – Assured / Ambac v. Commonwealth

Total Hours: 8.1 Fees: $2,015.00

36. Bennazar’s recorded time entries in this category reflect review and analysis of 

pleadings and court decisions in the Assured Guaranty Corp. v. Commonwealth and Ambac v. 

Commonwealth adversary proceedings (Adv. Proc. Nos. 17-155, 17-156, 17-159) relevant to 

Retiree Committee constituents.

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15

Adversary Proceeding – ACP Master Ltd. v. Commonwealth

Total Hours: 8.4 Fees: $2,422.50

37. Bennazar’s recorded time entries in this category reflect (a) assistance in 

preparation of pleadings in the ACP Master Ltd. adversary proceeding (Adv. Proc. No. 17-189);

(b) legal research and analysis regarding the issues presented in the adversary proceedings; and (c) 

review and analysis of pleadings and court decisions in the adversary proceeding relevant to 

Retiree Committee constituents. 

Adversary Proceeding – ERS v. Altair Global Credit Opportunities Fund 

Total Hours: 13.8 Fees: $3,732.50

38. Bennazar’s recorded time entries in this category reflect (a) assistance in 

preparation of pleadings in the ERS v. Altair declaratory judgment adversary proceeding (Adv. 

Proc. No. 17-213); (b) legal research and analysis regarding the issues presented in the adversary 

proceeding; and (c) review and analysis of pleadings and court decisions in the adversary 

proceeding relevant to Retiree Committee constituents.

Adversary Proceeding – Altair Global Credit Opportunities Fund v. ERS 

Total Hours: 15.1 Fees: $4,847.50

39. Bennazar’s recorded time entries in this category reflect (a) assistance in 

preparation of a reply in support of motion to dismiss the Altair v. ERS adversary proceedings

(Adv. Proc. Nos. 17-219, 17-220); (b) legal research and analysis regarding the issues presented 

in the adversary proceedings; and (c) review and analysis of pleadings and court decisions in the 

adversary proceedings relevant to Retiree Committee constituents.

Adversary Proceeding – UTIER v. Commonwealth 

Total Hours: 24.3 Fees: $8,137.50

40. Bennazar’s recorded time entries in this category reflect review and analysis of 

pleadings and court decisions in the UTIER v. Commonwealth adversary proceedings (Adv. Proc. 

Nos. 17-228, 17-229) relevant to Retiree Committee constituents.

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16

Adversary Proceeding – Unsecured Creditors Committee v. Whyte

Total Hours: 65.8 Fees: $22,055.00

41. Bennazar’s recorded time entries in this category reflect (a) communications with 

counsel to other parties in interest regarding developments in the UCC v. Whyte adversary 

proceeding (Adv. Proc. No 17-257); (b) legal research and analysis regarding the issues presented 

in the adversary proceeding; and (c) review and analysis of pleadings and court decisions in the 

adversary proceeding relevant to Retiree Committee constituents.

Case Administration/Miscellaneous

Total Hours: 129.2 Fees: $33,800.00 

42. Bennazar’s recorded time entries in this category reflect (a) communication with 

Retiree Committee members about the status of the case; (b) preparation of pleadings and court 

submissions not attributable to another Matter Category; (c) negotiations with other parties in 

interest; (d) time spent conferring with counsel to other parties in interest and other constituents 

regarding the status of the case; (e) reviewing case developments and litigation activity; (f) internal 

meetings and communications not attributable to another Matter Category; and (g) case and project 

management. 

Challenges to PROMESA

Total Hours: 1.3 Fees: $325.00 

43. Bennazar’s recorded time entries in this category reflect review and analysis of 

pleadings related to motions to dismiss the Title III cases. 

Committee Governance and Attendance at Meetings

Total Hours: 142.4 Fees: $41,587.50

44. Bennazar’s recorded time entries in this category reflect (a) assistance of the 

Retiree Committee in the proper performance of its duties; (b) attending all of the meetings of the 

Retiree Committee; and (c) assisting the Retiree Committee in preparing agendas and minutes for 

those meetings.

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Communications with Retirees 

Total Hours: 59.2 Fees: $16,937.50

45. Bennazar’s recorded time entries in this category reflect (a) time spent soliciting 

and responding to Retirees through the Retiree Committee’s official website and other digital 

properties; (b) coordination with the Retiree Committee’s Information Agent to develop, maintain, 

and update the Retiree Committee website; and (c) preparation of notices to retirees regarding 

protection of retirees’ claims and interests. 

Court Hearings

Total Hours: 21.1 Fees $7,912.00

46. Bennazar’s recorded time entries in this category reflect (a) attendance and 

representation of the Retiree Committee at court hearings; (b) preparation for court hearings; and 

(c) review of pleadings and other submissions considered at or relevant to court hearings. 

Employment of Professionals/Fee Applications

Total Hours: 7.90 Fees: $2,925.00

47. Bennazar’s recorded time entries in this category reflect (a) preparation of 

Bennazar’s First Interim Application and monthly fee statements; (b) communications with Jenner 

& Block LLP regarding the preparation of Bennazar’s First Interim Application; (c) review and 

analysis of Fee Examiner guidance on compensation procedures; and (d) communication with 

court personnel regarding pro hac vice admission of Retiree Committee professionals.

ERS Bond Issues

Total Hours: 13.9 Fees: $4,100.00

48. Bennazar’s recorded time entries in this category reflect (a) review and analysis of 

litigation challenging the legality and constitutionality of the Commonwealth’s actions with 

respect to ERS; (b) review and analysis of the priority and secured status of ERS bond debt; and 

(c) preparation of research memoranda regarding ERS bondholder claims.

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Fiscal Plan/Plan of Adjustment

Total Hours: 88.5 Fees: $31,067.50

49. Bennazar’s recorded time entries in this category reflect (a) review and analysis of 

the revised Fiscal Plan and related documents; (b) communications with the Retiree Committee 

and the Retiree Committee’s advisors and actuaries regarding the revised Fiscal Plan; (c) review 

of analyses regarding the revised Fiscal Plan prepared by the Retiree Committee’s advisors and 

actuaries; (d) legal and factual research concerning potential challenges to the revised Fiscal Plan; 

and (e) attendance at public listening sessions regarding formulation of the revised Fiscal Plan. 

GO Bonds Issues

Total Hours: 4.7 Fees: $1,337.50

50. Bennazar’s recorded time entries in this category reflect (a) review and analysis of 

competing bondholder claims and court submissions; (b) legal research regarding priority and 

clawback disputes; and (c) communications with the Retiree Committee and the Retirees 

Committee’s advisors and actuaries regarding general obligation (“GO”) bondholders’ claims. 

GO/COFINA Issues

Total Hours: 58.8 Fees: $12,812.50

51. Bennazar’s recorded time entries in this category reflect (a) communication with 

other Retiree Committee professionals regarding developments in the GO-COFINA dispute; 

(b) review and analysis of competing bondholder claims and court submissions; 

(c) communications with the Retiree Committee and the Retirees Committee’s financial advisors 

and actuaries regarding bondholders’ claims; and (d) research of relevant Puerto Rico law 

governing bondholder claims. 

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Healthcare and Other Postemployment Benefit Analysis

Total Hours: 2.0 Fees: $525.00 

52. Bennazar’s recorded time entries in this category reflect communication with 

Retiree Committee’s financial advisors and actuaries and regarding treatment of healthcare and 

other post-employment benefits.

Mediation

Total Hours: 113.2 Fees: $36,862.50

53. Bennazar’s recorded time entries in this category reflect representation of the 

Retiree Committee in all aspects of the confidential mediation process. Due to the confidential 

nature of the mediation the time entries have been redacted. Bennazar provided unredacted copies 

of its time to the Fee Examiner subject to the confidentiality protections set forth in paragraph 9 

of the Fee Examiner Order.

Pension Analysis

Total Hours: 52.5 Fees: $15,000.00

54. Bennazar’s recorded time entries in this category reflect (a) review and analysis of 

retiree pension plans and proposed modifications to the Retiree Committee’s constituents’ accrued 

benefits; (b) communications with other parties in interest, including the FOMB and Puerto Rico 

Fiscal Agency and Financial Advisory Authority (“AAFAF”), regarding pension treatment; 

(c) review and examination of pension analysis prepared by the Retiree Committee’s financial 

advisors and actuaries and third parties; and (d) communication with Retiree Committee’s 

financial advisors and actuaries regarding pension treatment. 

Rule 2004 Investigation

Total Hours: 0.3 Fees: $112.50

55. Bennazar’s recorded time entries in this category reflect review, analysis, and 

preparation of court documents concerning Rule 2004 discovery. 

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Non-Working Travel Time 

Total Hours: 111.8 Fees: $18,450.00

56. Bennazar’s recorded time entries in this category reflect non-productive travel time, 

including travel for court appearances, Committee meetings, and mediation sessions. Pursuant to 

Local Rule 2016-1(a), Bennazar is seeking compensation at one-half of its normal rate for time 

spent traveling in connection with its representation of the Retiree Committee.

Actual and Necessary Expenses Incurred by Bennazar During the Interim Period

57. As summarized in Exhibit D and as set forth in detail in Exhibit F, Bennazar has 

incurred a total of $11,538.25 in expenses on behalf of the Retiree Committee during the Interim 

Period. These charges are intended to reimburse Bennazar’s direct costs that are not included in 

Bennazar’s hourly billing rates. Only clients who actually use services of the types set forth in 

Exhibit E of this Fee Application are separately charged for such services.

COMPENSATION REQUESTED

58. The services for which Bennazar seeks compensation in this Application were, at 

the time provided, necessary for and beneficial to the Retiree Committee. Bennazar performed 

these services economically, effectively, and efficiently. Bennazar submits that the compensation 

requested is reasonable in light of the nature, extent, and value of such services to the Retiree 

Committee. Accordingly, Bennazar submits the compensation sought in this Application is 

warranted and should be approved.

A. Compensation Under Sections 316 and 317 of PROMESA.

59. Section 317 of PROMESA authorizes interim compensation of professionals and 

incorporates the substantive standards of section 316 of PROMESA to govern the Court’s award 

of interim compensation. Section 316 of PROMESA provides that a court may award a 

professional employed under section 1103 of the Bankruptcy Code “reasonable compensation for 

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actual, necessary services rendered,” and “reimbursement for actual, necessary expenses.” 48 

U.S.C. § 2176(a)(1), (2). Section 316(c) sets forth the criteria for such an award:

In determining the amount of reasonable compensation to be awarded to a 

professional person, 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 restructuring 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). 

60. As analyzed below, Bennazar submits that the elements governing awards of 

compensation under PROMESA justify the allowance requested.

1. The Time and Labor Required

61. During the Interim Period, Bennazar’s partners and associates spent 952.0 hours 

providing professional services to the Retiree Committee for which Bennazar seeks compensation 

on an hourly basis. Bennazar coordinated its efforts with co-counsel to prevent duplication of 

efforts and thereby not spend more time than required. Bennazar required this amount of time to 

conduct its investigations, research and analyze numerous, complex, novel issues arising from the 

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Title III Cases, advise the Retiree Committee with respect to these issues, participate in resolution 

of these issues, and other tasks as described herein.

2. The Rates Charged for Such Services

62. During the Interim Period, Bennazar’s hourly billing rates ranged from $150.00 to 

$250.00 for associates and were $375.00 for partners. Non-working travel time is billed at 50% 

of a Bennazar attorney’s prevailing rate. Based on the recorded hours expended by Bennazar’s 

attorneys, the average hourly billing rate for Bennazar’s services $283.78.

63. Bennazar’s hourly rates are set at a level designed to compensate Bennazar fairly 

for the work of its attorneys and paraprofessionals and to cover certain fixed and routine overhead 

expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These 

hourly rates are subject to periodic adjustments to reflect economic and other conditions and are 

consistent with the rates charged elsewhere. 

64. The hourly rates and corresponding rate structure that Bennazar charges in these 

cases are equivalent to or less than the hourly rates and corresponding rate structure that Bennazar 

charges for similar complex corporate, securities, litigation, and restructuring matters, whether in

court or otherwise, regardless of whether a fee application is required.

3. The Necessity of the Services and the Benefit to the Estate

65. As described herein, the services rendered by Bennazar were necessary for the 

efficient and economical resolution of the Retiree Committee’s interests in the Title III Cases. All 

of those services directly benefitted the Retiree Committee.

4. The Reasonableness of the Time Spent, Based on the Complexity, 

Importance, Nature of the Issues

66. Bennazar’s work involved the representation of the Title III Cases’ largest creditor 

constituency—Puerto Rico’s 167,000 retired teachers, police officers, firefighters, judges, 

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municipal clerks, engineers, and other government workers of all categories—and Bennazar’s 

professional services during the Interim Period were necessary to ensure that the interests of the 

Retirees were re properly represented and safeguarded and that all matters relevant to the Retiree 

Committee were handled in an appropriate manner. The compensation requested is reasonable in 

light of those services. 

5. The Experience, Reputation, and Ability of the Attorneys Providing Services

67. Bennazar attorneys have achieved a high degree of expertise and positive 

reputations in their respective fields. Bennazar’s attorneys have extensive experience, knowledge, 

and resources in the areas of civil, commercial, and administrative law, including specifically 

related to Puerto Rico’s Retirement Systems enabling acts, civil litigation, as well as arbitration 

and mediation procedures.

6. Customary Compensation

68. The work for which Bennazar seeks compensation in this Application is of the type 

and nature for which Bennazar customarily would seek compensation at the rates identified in this 

Application. In addition, the compensation Bennazar seeks in this Application is comparable to 

the compensation it would have sought for comparable work outside of a chapter 11 case. 

69. Bennazar submits that the compensation requested is reasonable under all the 

factors considered under sections 316 and 317 of PROMESA and that the factors justify the 

allowance in full of Bennazar’s compensation and reimbursement request.

70. In view of the foregoing, Bennazar respectfully requests that it be allowed interim 

compensation in the amount of $280,175.00 for services rendered during the Interim Period.

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B. Reasonable and Necessary Expenses Incurred in Providing Services to the Retiree 

Committee.

71. For the Interim Period, Bennazar requests reimbursement of $11,538.25 for 

reasonable and necessary costs and expenses incurred on behalf of the Retiree Committee. 

72. Bennazar’s normal billing rates do not take these costs and expenses into 

consideration. Rather, Bennazar bills each cost and expense to the applicable client. Because of 

the disparity between the different clients’ requirements for expenses such as travel, computerassisted research, teleconference services, postage, courier and messenger services, and 

photocopying, it is difficult to charge costs and expenses fairly and equitably by including them in 

Bennazar’s ordinary billing rates. Accordingly, Bennazar generally charges each client for such 

costs and expenses separately, in each case, at Bennazar’s costs. 

73. Bennazar does not include the amortization of the cost of any investment, 

equipment, or capital outlay in its charges for these services. 

74. Any services billed by a third-party vendor are charged to the Retiree Committee 

in the amount billed to and paid by Bennazar. Pursuant to Local Rule 2016-1(b)(7), Bennazar 

seeks reimbursement for air travel limited to the amount spent on coach fare.

75. Bennazar has made reasonable efforts to minimize its costs and expenses in 

connection with its representation of the Retiree Committee. Each of the costs and expenses 

Bennazar has incurred in providing professional services to the Retiree Committee was necessary, 

reasonable, and justified under the circumstances to serve the needs of the Retiree Committee.

STATEMENT BY BENNAZAR UNDER ¶ C(5) OF THE UST GUIDELINES

76. This engagement does not involve variations from Bennazar’s standard and 

customary billing rates.

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77. None of the professionals included in this Application varied their hourly rate based 

on the geographic location of the Title III Cases.

78. The Application does not include time or fees related to reviewing or revising time 

records or preparing, reviewing, or revising invoices. 

79. The Application does not include time or fees for reviewing time records to redact 

any privileged or other confidential information. 

80. The hourly rates specified in the Retention Application were effective January 1,

2017, and have not increased since that time. Bennazar’s engagement letter with the Retiree 

Committee provides that Bennazar’s scheduled hourly rates are periodically adjusted, generally at 

the beginning of a calendar year. Bennazar did not make any adjustments to its hourly rates in 

January 2018. 

RESERVATION OF RIGHTS AND NOTICE

81. It is possible that some professional time expended or expenses incurred during the 

Interim Period are not reflected in the Application. Bennazar reserves the right to include such 

amounts in future fee applications. 

82. Pursuant to the Interim Compensation Order, the Retiree Committee has provided 

notice of this Application to: (a) the U.S. Trustee; (b) counsel to the FOMB; (c) counsel to the 

Puerto Rico Fiscal Agency and Financial Advisory Authority; (d) counsel to the Official 

Committee of Unsecured Creditors; (e) the Fee Examiner; and (f) all parties that have filed a notice 

of appearance with the Clerk of this Court, pursuant to Bankruptcy Rule 2002 and applicable 

provisions of the Local Rules, and requested such notice.

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NO PRIOR REQUEST

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

this or any other court. 

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

Bennazar compensation for professional and paraprofessional services provided during the Interim 

Period in the amount of $270,162.50; (b) reimbursement of actual, reasonable and necessary 

expenses incurred in the Interim Period in the amount of $11,538.25; (c) granting such other relief 

as is appropriate under the circumstances. 

Respectfully submitted,

BENNAZAR, GARCÍA & MILIÁN, C.S.P.

By:

/s/ A.J. Bennazar-Zequeira

A.J. Bennazar-Zequeira

Hector Mayol Kauffman

Edificio Union Plaza, 1701 

Avenida Ponce de León #416

Hato Rey, San Juan

Puerto Rico 00918

ajb@bennazar.org

hector.mayol@bennazar.org

787-754-9191 (telephone)

787-764-3101 (facsimile) 

Counsel for The Official Committee of Retired 

Employees of Puerto Rico

Dated: March 19, 2018

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