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

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

UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et 

al.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

Re: ECF Nos. 1063, 1150, 1715, 

3269

(Jointly Administered)

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

FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR 

REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE PUERTO RICO FISCAL 

AGENCY AND FINANCIAL ADVISORY AUTHORITY FOR THE PERIOD FROM

FEBRUARY 1, 2018 THROUGH MAY 31, 2018

Name of Applicant: O’Melveny & Myers LLP

Authorized to Provide Professional Services 

to:

Puerto Rico Fiscal Agency and Financial 

Advisory Authority (“AAFAF”) as the entity 

authorized to act on behalf of the 

Commonwealth of Puerto Rico

Period for which compensation and 

reimbursement are sought:

February 1, 2018 through May 31, 2018

Amount of Compensation sought as actual, 

reasonable, and necessary:

$6,871,237.76

 

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

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

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

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

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

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

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

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

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

limitations).

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Amount of Expense Reimbursement sought as 

actual, reasonable, and necessary:

$101,437.64

This is a(n): __ monthly X interim __ final application2

 Blended Rate in this application for attorneys: $787 /hr

 Blended Rate in this application for all timekeepers: $684/hr

Prior Monthly Fee Statements:

Compensation Period Fees Requested Expenses Requested

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

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

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

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

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

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

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

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

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

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

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

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

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

TOTAL INCURRED: $24,488,167.05 $407,979.82

Payments Made to Date:3

Compensation Period Fees Paid Expenses Paid

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

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

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

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

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

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

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

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

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

TOTAL PAID: $15,802,527.32 $306,542.18

 

2 OMM’s fee and expense totals in this interim application do not differ from the sum of previously-served monthly 

statements.

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

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TABLE OF SCHEDULES AND EXHIBITS

Schedule A - List and Summary of Hours by Professional

Schedule B - Summary of Hours and Compensation by Matter Code

Schedule C - Expense Summary

Schedule D - Customary and Comparable Disclosures

Exhibit A - Attorney Certification

Exhibit B - February Detailed Time and Expense Records

Exhibit C - March Detailed Time and Expense Records

Exhibit D - April Detailed Time and Expense Records

Exhibit E - May Detailed Time and Expense Records

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Schedule A

LIST AND SUMMARY OF HOURS AND COMPENSATION BY PROFESSIONAL4

Name Title or 

Position

Hourly Rate 

Billed in this 

Application

Hours Billed 

in this 

Application

Total 

Compensation

AARON AMANKWA Staff Attorney 289.00 7.5 2,167.50 

AARON C. SHAPIRO Associate 488.75 80.3 39,246.80 

ADAM P. MECHANIC Associate 624.75 70.9 44,294.85 

ALEXANDER 

ANDERSON Partner 807.50 33.0 26,647.50 

ALOK KUMAR Temp Attorney 88.00 45.0 3,960.00 

AMALIA Y. SAXBOLDER Associate 624.75 289.3 180,740.43 

AMBER L. COVUCCI Associate 624.75 115.4 72,096.31 

ANDREW NADLER Paralegal 314.50 138.5 43,558.25 

ANDREW PARLEN Partner 807.50 52.5 42,393.75 

ASHLEY PAVEL Counsel 692.75 519.0 359,537.89 

BILLY ABBOTT Counsel 688.50 61.3 42,205.05 

BRAD ELIAS Counsel 739.50 19.5 14,420.25 

BRETT M. NEVE Associate 624.75 668.8 417,833.29 

BRITTANY GORIN Associate 518.50 115.6 59,938.60 

CYNTHIA A. MERRILL Counsel 705.50 14.0 9,877.00 

DANIEL L. CANTOR Partner 871.25 19.1 16,640.93 

DANIEL SCHWEON Project Assistant 127.50 30.1 3,837.75 

DAVID J. JOHNSON JR. Partner 1,015.75 92.6 94,058.61 

DENISE RAYTIS Partner 807.50 157.6 127,262.00 

DIANA M. PEREZ Counsel 739.50 288.8 213,567.60 

ELIZABETH L. 

MCKEEN Partner 807.50 378.2 305,396.50 

GABRIEL BENCOMO Temp Attorney 88.00 22.0 1,936.00 

GARO HOPLAMAZIAN Counsel 709.75 110.2 78,214.64 

HANNAH Y. CHANOINE Counsel 743.75 10.8 8,032.52 

HAROLD G. BRANTLEY Associate 561.00 362.7 203,474.70 

HAROUT DIMIJIAN Associate 620.50 348.1 215,996.05 

HENRY "BUDDY" 

BROOME Temp Attorney 88.00 24.1 2,120.80 

HUMBERTO 

GONZALEZ Temp Attorney 88.00 27.8 2,446.40 

IRENE BLUMBERG Associate 412.25 399.9 164,859.56 

JACOB T. BEISWENGER Counsel 646.00 327.4 211,500.40 

JAMES D. HOWARD Project Assistant 127.50 14.0 1,785.00 

JASON M. MONTALVO Lit Supp Spec 246.50 94.0 23,171.00 

JEFFREY CRANDALL Temp Attorney 88.00 44.0 3,872.00 

JEFFREY KOHN Partner 1,062.50 20.3 21,568.75 

JOHN J. RAPISARDI Partner 1,147.50 661.2 758,727.00 

JOHN PAOLO DALOG Paralegal 204.00 27.4 5,589.60 

JON ESPINOZA Lit Supp Spec 225.25 25.6 5,766.42 

 

4 Prior to the submission of this Interim Fee Application, OMM has voluntarily wrote off all fees incurred by all 

timekeepers billing less than 10 hours during this Compensation Period.

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Name Title or 

Position

Hourly Rate 

Billed in this 

Application

Hours Billed 

in this 

Application

Total 

Compensation

JOSE L. VIALET Litigation Tech 284.75 10.2 2,904.49 

JOSE TREJO Temp Attorney 88.00 46.0 4,048.00 

JOSEPH A. SPINA Associate 624.75 369.7 230,970.55 

JOSEPH L. ROTH Associate 454.75 436.5 198,498.83 

JOSEPH ZUJKOWSKI Counsel 739.50 92.4 68,329.80 

JOSHUA NDUKWE Temp Attorney 88.00 22.0 1,936.00 

LAUREL L. RIMON Counsel 709.75 13.5 9,581.63 

LOGAN TIARI Counsel 646.00 237.8 153,618.80 

LORENA ORTEGA Staff Attorney 335.75 101.5 34,078.76 

LUC MORITZ Partner 845.75 34.6 29,263.03 

MADHU POCHA Counsel 697.00 220.6 153,758.20 

MARO ORTE Temp Attorney 88.00 46.0 4,048.00 

MATTHEW P. KREMER Counsel 688.50 433.6 298,533.60 

PETER FRIEDMAN Partner 871.25 369.3 321,753.31 

RICHARD HOLM Associate 650.25 373.1 242,608.53 

ROBERT BLASHEK Partner 1,015.75 50.1 50,889.20 

SAMANTHA EMILY 

MILLER Associate 488.75 26.5 12,951.94 

SHEILA AGNEW Temp Attorney 88.00 33.4 2,939.20 

STEFANOS TOUZOS Associate 650.25 198.6 129,139.76 

STEPHENIE REIMER Temp Attorney 88.00 46.0 4,048.00 

SU LIAN LU Counsel 705.50 38.6 27,232.30 

SUNG PAK Partner 807.50 35.7 28,827.75 

SUZZANNE UHLAND Partner 1,062.50 515.3 547,506.25 

VALERIE SMITH Counsel 705.50 93.8 66,175.90 

VICTOR M. NAVARRO Litigation Tech 204.00 38.4 7,833.60 

VICTORIA C. HARGIS Associate 454.75 62.0 28,194.57 

WAYNE JACOBSEN Partner 1,015.75 12.4 12,595.33 

WENDY RYU Temp Attorney 88.00 15.0 1,320.00 

WILLIAM SUSHON Partner 871.25 267.6 233,146.83 

WINSTON CHANG Of Counsel 807.50 93.4 75,420.50 

YAIRA DUBIN Associate 650.25 92.8 60,343.40 

GRAND TOTAL 10,142.9 $6,871,237.76

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Schedule B

SUMMARY OF HOURS AND COMPENSATION BY MATTER CODE 

Task Code Matter Description Total Billed

Hours

Total Fees

Requested

Commonwealth Title III Case

Asset Analysis 

and Recovery

This category includes all matters 

relating to the analysis and 

valuation of the 

Commonwealth’s assets and the 

recovery thereof. 3.5 2,186.63

Plan of 

Adjustment

This category includes all work 

done regarding the negotiation 

and drafting of the plan of 

adjustment. 322.5 228,483.21

Business 

Operations

This category includes all matters 

relating to the business 

operations of the 

Commonwealth. 1,230.6 723,133.01

Assumption and 

Rejection of 

Leases and 

Contracts

This category includes all matters 

relating to the assumption or 

rejection of the Commonwealth’s 

executory contracts and 

unexpired leases. 79.4 57,568.42

Case 

Administration

This category includes all matters 

relating to general case 

administration and coordination, 

records maintenance, assisting 

the Commonwealth in fulfilling 

their duties as debtors in 

possession, and serves as a 

general code for services 

performed that do not fit under 

any other specific code. 583.1 312,918.86

Claims 

Administration 

and Objections

This category includes all matters 

relating to the claims process in 

the Title III Case. 103.9 78,930.23

Corporate 

Governance

This category relates to all 

corporate governance matters in 

the Commonwealth’s Title III 

Case. 1,718.3 1,335,047.42

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Task Code Matter Description Total Billed

Hours

Total Fees

Requested

Employee 

Benefits and 

Pensions

This category includes all matters 

relating to the employees of the 

Commonwealth’s agencies and 

organizations, including issues 

regarding pensions and wages. 74.9 60,906.78

Fee Applications

This category relates to time 

spent by OMM attorneys in 

connection with the preparation 

of fee or retention applications. 168.3 110,431.32

Hearings

This category relates to the 

attendance of, and preparation 

for, all hearings for OMM 

attorneys 17.9 13,807.83

Litigation

This category includes analysis, 

preparation, and prosecution of 

adversary proceedings or other 

litigation. 1,447.7 952,024.16

Meetings and 

Communications 

with Creditors

This category relates to all 

correspondence, communications 

and meetings between OMM 

attorneys and various creditors 42.9 24,179.13

Relief From Stay 

and Adequate 

Protection

This category includes all matters 

relating to creditor requests for 

relief from the automatic stay or 

for adequate protection, 

including AAFAF’s assisting the 

Commonwealth to respond, 

defend, and settle such requests. 75.1 54,844.59

Reporting

This category includes all time 

relating to reporting requirements 

of the Commonwealth. 344.6 234,441.77

Tax This category relates to all tax 

matters of the Commonwealth. 1.4 1,219.75

Vendor and

Other Creditor 

Issues

This category includes all 

meetings and communications 

with vendors and other trade 

creditors and utility providers. 7.8 5,768.10

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Task Code Matter Description Total Billed

Hours

Total Fees

Requested

Mediation

This category includes all work, 

time, and communications 

related to the Title III Mediation

process that the AAFAF is 

participating in on behalf of the 

Commonwealth. 181.5 143,573.74

Commonwealth Total 6,403.4 $4,339,464.95

Non-Title III and Other Matters

Commonwealth–

GDB

This category includes all matters 

relating to AAFAF in connection 

with ongoing restructuring efforts 

related to Government 

Development Bank for Puerto 

Rico (“GDB”), which at the 

present time are not Title III 

Debtors. 2,442.6 1,687,523.91

CommonwealthGeneral 

Corporate 

Matters

This category includes all matters 

relating to AAFAF in connection 

with corporate matters of the 

Commonwealth and various 

dealings with the Oversight 

Board. 115.6 92,958.63

Commonwealth–

PRIFA

This category includes all matters 

relating to AAFAF in connection 

with ongoing restructuring efforts 

related to Puerto Rico 

Infrastructure Financing 

Authority (“PRIFA”), which at 

the present time are not Title III 

Debtors. 6.7 5,394.10

Commonwealth–

MBA

This category includes all matters 

relating to AAFAF in connection 

with ongoing restructuring efforts 

related to Puerto Rico 

Metropolitan Bus Authority 

(“MBA”), which at the present 

time are not Title III Debtors. 15.5 13,359.45

Wells Act

This category includes all work 

done regarding the Wells Notice 

received by the Commonwealth. 10.2 7,444.41

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Task Code Matter Description Total Billed

Hours

Total Fees

Requested

Commonwealth–

PRIDCO

This category includes all matters 

relating to AAFAF in connection 

with ongoing restructuring efforts 

related to Puerto Rico Industrial 

Development Company 

(“PRIDCO”), which at the 

present time are not Title III 

Debtors. 29.6 22,060.92

Commonwealth–

UPR

This category includes all matters 

relating to AAFAF in connection 

with ongoing restructuring efforts 

related to University of Puerto 

Rico (“UPR”), which at the 

present time are not Title III 

Debtors. 92.1 70,961.49

Commonwealth–

PBA

This category includes all matters 

relating to AAFAF in connection 

with ongoing restructuring efforts 

related to Puerto Rico Public 

Buildings Authority (“PBA”),

which at the present time are not 

Title III Debtors. 193.8 141,621.61

CommonwealthPREPA

This category includes all matters 

relating to the Title III case of 

Puerto Rico Electric and Power 

Authority (“PREPA”). 6.0 3,715.80

CommonwealthPensions

This category includes all matters 

relating to AAFAF in connection 

with pension issues. 164.0 97,945.63

Asociacion de 

Profesoras y 

Profesores del 

Recinto 

Universitario de 

Mayaguez v. 

Commonwealth 

Litigation

This category includes all matters 

relating to the case captioned 

Asociacion de Profesoras y 

Profesores del Recinto 

Universitario de Mayaguez, Inc. 

v. Commonwealth of Puerto 

Rico. 19.3 12,567.73

Ambac 

Assurance Corp. 

v. 

Commonwealth 

Litigation

This category includes all matters 

relating to the case captioned 

Ambac Assurance Corp. v. 

Commonwealth of Puerto Rico.

19.3 13,331.87

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Task Code Matter Description Total Billed

Hours

Total Fees

Requested

Assured 

Guaranty Corp 

v. 

Commonwealth 

Litigation

This category includes all matters 

relating to the case captioned 

Assured Guaranty Corp. v. 

Commonwealth of Puerto Rico. 64.3 37,335.89

PREC v. FOMB

This category includes all matters 

relating to the case captioned 

PREC v. FOMB. 207.0 147,384.18

Salud Primaria 

Adversary 

Proceeding

This category includes all matters 

relating to the case captioned 

Assured Guaranty Corp. v. 

Commonwealth of Puerto Rico. 2.7 2,088.88

FOMB 

Investigation

This category includes all matters 

relating the Oversight Board’s 

bond issuance investigation. 398.3 197,818.44

Atlantic Medical 

Center

This category includes all matters 

relating to the case captioned 

Atlantic Medical Center, et al v. 

Commonwealth of Puerto Rico 44.9 26,349.21

Non-Title III Total 3,831.9 $2,579,862.15

Subtotal 10,235.3 $6,919,327.10

Less Adjustments for Transitory Timekeepers5

(92.4) ($48,089.34)

Grand Total 10,142.90 $6,871,237.76

 

5 See footnote 4.

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Schedule C

EXPENSE SUMMARY

Category Amount

Conference Calls 17.93 

Copying 98.10

Court Fees / Filing Fees 3,326.08 

Delivery Services / Messengers 616.95 

Deposition Transcripts 318.73 

Lasertrak Printing 7,088.40

Local / Foreign Counsel 1,075.00 

Local Travel 2,874.94 

Meals 2,657.62

Online Research 23,126.58

Other Professional Services 4,265.76 

Out-of-Town Travel 53,539.23

Trial Transcripts 2,432.32 

Grand Total $101,437.64

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Schedule D

CUSTOMARY AND COMPARABLE DISCLOSURES

Category of 

Timekeeper Blended Hourly Rate

Billed OMM’s Domestic Offices 

for FY2018 (Excluding 

Restructuring Matters)

Billed This Case During the 

Compensation Period

Partner 1,009 952

Counsel/Associate 656 623

Paralegal/Other 280 243

Aggregated 730 684

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UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et 

al.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

Re: ECF Nos. 1063, 1150, 1715,

3269

(Jointly Administered)

THIRD INTERIM APPLICATION OF O’MELVENY & MYERS LLP FOR 

ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR 

REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE PUERTO RICO FISCAL 

AGENCY AND FINANCIAL ADVISORY AUTHORITY FOR THE PERIOD FROM

FEBRUARY 1, 2018 THROUGH MAY 31, 2018

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

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

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

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

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

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

 

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

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

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

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

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

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

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

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

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

limitations).

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

and Financial Advisory Authority, Act 2-2017, makes its third interim application (this

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

$6,871,237.76 and reimbursement of expenses of $101,437.64 for the period from February 1, 

2018 through May 31, 2018 (the “Compensation Period”) in accordance with (i) the First Amended 

Order Setting Procedures for Interim Compensation and Reimbursement of Expenses of 

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

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

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

Application, OMM respectfully states as follows:

BACKGROUND

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

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

Board”), as the Commonwealth’s representative pursuant to section 315(b) of PROMESA, filed a 

petition with the Court under title III of PROMESA.

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

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

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

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

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

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

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

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

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

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

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

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

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

PREPA Title III Cases (together, the “Title III Cases”) are jointly administered for procedural 

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

537, 1417].

7. On October 6, 2017, the Court entered the Order Pursuant to PROMESA Sections 

316 and 317 and Bankruptcy Code Section 105(a) Appointing a Fee Examiner and Related Relief

[ECF No. 1416], which appointed Brady Williamson of Godfrey & Kahn, S.C. to serve as Fee 

Examiner in the Title III Cases. To date, OMM has worked cooperatively with the Fee Examiner 

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

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

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

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

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

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

expenses in the amount of $184,126.63.

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

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

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

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

Award Interim Allowance of Compensation for Professional Services Rendered and 

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

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

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

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

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

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

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

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

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

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

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

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

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

Interim Allowance of Compensation for Professional Services Rendered and Reimbursement of 

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

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

COMPENSATION REQUESTED BY OMM

12. AAFAF has retained OMM pursuant to an engagement letter dated July 6, 2017,

(the “Engagement Letter”).2

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

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

Following execution of the Engagement Letter, and in light of the unique facts and circumstances 

 

2 A copy of the Engagement Letter has been provided to the Fee Examiner.

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of these Title III cases, OMM agreed to provide a 15% discount on all fees incurred under the 

Engagement Letter, which is reflected in all Monthly Fee Statements submitted during the 

Compensation Period. OMM further agreed to apply the 15% discount to its 2017 rates for the 

balance of Puerto Rico’s 2018 fiscal year.

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

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

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

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

value of such services provided to AAFAF.

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

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

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

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

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

SUMMARY OF SERVICES

16. During the Interim Period, OMM provided important professional services to the 

Debtors in connection with the Title III Cases. Detailed descriptions of the specific services 

provided and the time expended performing such services are attached as Exhibits B through E, 

and a summary of the services OMM provided to the Debtors during the Compensation Period is 

set forth below.

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

 

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

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

disclosed in OMM’s fee applications.

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

entities and instrumentalities. As discussed in further detail below, during this period OMM 

worked extensively with AAFAF and other government officials endeavoring to bridge the gap 

with the Oversight Board with respect to Fiscal Plan and Budget issues — and where agreement 

could not be reached, OMM worked with AAFAF to protect the important policy making functions 

of the Puerto Rico government. Specifically during the Compensation Period, OMM worked 

extensively with AAFAF and its other professional advisors in connection with:

 Submission of a second revised Commonwealth Fiscal Plan to the Oversight Board on 

February 12, which responded to the Oversight Board’s February 5 notice of violation;

 Negotiations with the Oversight Board that preceded submission of a third revised 

Commonwealth Fiscal Plan on March 23;

 Preparation of a letter from Governor Rossello to the Oversight Board sent on April 2, 

which addressed suggested revisions to the third revised Commonwealth Fiscal Plan set 

forth in the Oversight Board’s March 28 notice of violation;

 Preparation for the Oversight Board’s April 19 meeting, at which the Oversight Board’s 

Fiscal Plan was certified;

 Preparation and submission on May 4 of a Commonwealth Budget for the 2019 fiscal year; 

 Preparation and submission on May 6 of a written statement to the U.S. Congress pursuant 

to section 205 of PROMESA regarding certain policy initiatives in the Oversight Board’s 

April 19 Fiscal Plan; and

 Negotiation of the agreement announced on May 20 between Governor Rossello and the 

Oversight Board related to the Fiscal Plan and the Budget and preparation and submission 

of related legislation to the Puerto Rico Legislature.

18. In addition to Fiscal Plan and Budget issues, OMM expended significant time 

during the Compensation Period in connection with the Commonwealth’s loan to PREPA and the 

prospective Community Disaster Relief loan for the Commonwealth. Specifically, OMM worked 

to protect the Commonwealth’s interests as lender in connection with documentation of the 

PREPA loan and related litigation, which involved extension discovery and deposition preparation. 

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As a result of these efforts, the PREPA loan closed in late February.

19. OMM also represented AAFAF in connection with various other litigation matters 

during the Compensation Period, including renewed motions by various creditor groups related to 

Fiscal Plan and Budget issues and a renewed motion filed by the Official Committee of Unsecured 

Creditors related to the causes of Puerto Rico’s fiscal crisis. In addition to responding to and 

preparing for hearings on these motions, OMM expended numerous hours preparing a categorical 

privilege log providing support for over 100 categories of deliberative documents generated over 

the course of developing the 2017 and 2018 Fiscal Plans.

20. During the Compensation Period, OMM also reviewed and revised the 

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

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

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

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

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

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

related to consensual restructuring agreements under Title VI.

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

several other entities and instrumentalities during the Compensation Period. As discussed in detail 

below, OMM negotiated and finalized an amendment to the GDB Restructuring Support 

Agreement, which resulted in significant modifications to the proposed GDB Title VI transaction, 

largely to provide additional relief to Puerto Rico’s municipalities in the aftermath of Hurricanes 

Irma and Maria. OMM also analyzed potential Title VI transactions for several other entities, 

including UPR, PRIFA, PBA, and PRIDCO. With respect to certain of these entities, OMM 

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negotiated forbearance and nondisclosure agreements.

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

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

a 15% discount to OMM’s 2017 hourly rates.

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

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

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

Compensation Period.4

a) Business Operations 

24. This category includes all matters relating to monitoring compliance with the 

Commonwealth’s Fiscal Plan, and day-to-day operations of AAFAF and other Commonwealth 

entities as they relate to the Title III cases. These efforts included advising AAFAF regarding 

ongoing reporting requirements under PROMESA and other applicable law. During the 

Compensation Period, OMM assisted AAFAF in reviewing and editing notes to audited financial 

statements and attending to issues relating to fiscal plan and budget development. Additionally, 

during the Compensation Period, OMM professionals spent time, on behalf of AAFAF and the 

Commonwealth, working on issues related to proposed financing for both PREPA and PRASA, as 

well as the potential Community Disaster Loan for the Commonwealth.

b) Case Administration 

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

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

 

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

of time under those categories during the Compensation Period. Exhibits B through E provide a complete summary 

of hours billed and total compensation requested by matter category.

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

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

an up-to-date master litigation calendar. OMM attorneys created a key documents library for client 

reference, consisting of significant substantive court decisions, prior work product, and research 

memoranda. Additionally, OMM attorneys worked with AAFAF to facilitate the payment of fees 

for Title III professionals.

c) Corporate Governance 

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

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

During the Compensation Period, OMM assisted AAFAF with various issues related to the fiscal 

plans and legislative initiatives. OMM attorneys monitored, and frequently attended, the Oversight 

Board public listening sessions. OMM attorneys also prepared a Commonwealth entities list and 

filed an informative motion describing which entities constituted the Commonwealth to assist 

creditors with filing claims. Additionally, OMM attorneys drafted responses to credit requests for 

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

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

Rothschild, and Bank of America Merrill Lynch.

d) Employee Benefits and Pensions 

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

employees of the Debtors, including formulating, negotiating, and drafting a protocol and 

procedures for the handling of union grievances and arbitrations. During the Compensation 

Period, OMM attorneys reviewed, analyzed, and commented on the proposed stipulation with 

certain unions to deal with outstanding grievances asserted against the Commonwealth and its 

agencies. After receiving comments and negotiating the stipulation, OMM attorneys prepared the 

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final stipulation and drafted a proposed order for court approval.

e) Fee Applications 

28. This category includes all time spent by OMM attorneys preparing its fee 

statements. During the Compensation Period, OMM spent time preparing its monthly fee 

statements for February through May and its Second Interim Fee Application.

f) Hearings 

29. This category includes attendance at hearings related to any aspect of the Title III 

cases. During the Compensation Period, OMM prepared for and attended monthly omnibus 

hearings, as well as the PBA administrative claim hearing in March. OMM minimized the number 

of attorneys that attended each hearing and had multiple attorneys attend certain hearings only 

when previously approved by AAFAF and when necessary to provide efficient and appropriate 

representation for the Debtor.

g) Litigation 

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

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

During the Compensation Period, OMM reviewed and analyzed the various adversary complaints 

filed against the Commonwealth and/or its officers, researched and analyzed key legal issues 

asserted therein, prepared responses to certain adversary complaints (including motions to 

dismiss), prepared motions to remove related litigation to the United States District Court for the 

District of Puerto Rico, and engaged in preliminary discovery and due diligence procedures. 

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

Period, OMM attorneys responded to (i) the Rule 2004 motion submitted by the Official 

Committee of Unsecured Creditors seeking to conduct discovery related to the causes of Puerto 

Rico’s fiscal crises, (ii) Ambac’s Rule 2004 motion regarding sale-and-use tax collection after 

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Hurricane Maria; (iii) National’s rule 2004 motion seeking examination of GDB, and (iv) the 

Unions’ Rule 2004 motion regarding segregated employment accounts. In addition, in connection 

with the Renewed Joint Rule 2004 Motion submitted by the Ad Hoc Group of General Obligation 

Bondholders, Ambac Assurance Corporation, the Mutual Fund Group, and National Public 

Finance guarantee Corporation, OMM attorneys (i) prepared briefing in response to the movants’ 

objections to Judge Dein’s February 26, 2018 Order; (ii) prepared briefing and presented oral 

argument in response to the movants’ motion to compel; and (iii) prepared an extensive categorical 

privilege log and related Government and financial advisor declarations describing and providing 

support for over 100 categories of deliberative documents generated over the course of developing 

the 2017 and 2018 Commonwealth Fiscal Plans. Among other things, OMM also reviewed 

responses to financial creditor diligence questions, coordinated with the Oversight Board on 

responses to these Rule 2004 motions, presented argument at various hearings, and engaged with 

creditors in an attempt to resolve the motions consensually.

h) Relief from Stay and Adequate Protection 

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

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

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

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

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

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

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

i) Mediation 

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

mediation process. During the Compensation Period, OMM attorneys prepared various mediation 

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statements in response to requests from the mediation panel, prepared for and participated in 

several mediation sessions, and assisted AAFAF and other professionals retained by AAFAF to 

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

j) Plan of Adjustment 

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

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

issues regarding plans of adjustment and drafted relevant strategic memoranda. In addition, OMM 

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

potential capital and financial structures.

k) Assumption and Rejection of Leases and Contracts 

34. This category includes all matters relating to the assumption or rejection of the 

Commonwealth’s executory contracts and unexpired leases. During the Compensation Period, 

OMM attorneys reviewed and evaluated executory contracts and unexpired leases of the 

Commonwealth. On certain occasions, OMM attorneys conferred with representatives from 

Lehman to discuss a potential settlement, responded to pleadings regarding assumption of 

contracts, and drafted replies in support of motions to assume.

l) Claims Administration and Objections 

35. This category includes all matters relating to the claims process in the Title III Case. 

During the Compensation Period, OMM attorneys reviewed proofs of claims and, on occasion, 

made informal objections to claims. Also during the Compensation Period, OMM attorneys 

prepared and revised a claims management RFQ, prepared a memorandum addressing potential

alternative dispute resolution procedures and closely worked and coordinated with AAFAF with 

respect to bar date issues.

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m) Meetings and Communications with Creditors 

36. This category relates to all correspondence, communications and meetings between 

OMM attorneys and various creditors. During the Compensation Period, OMM drafted outlines

and presentations for regular creditor meetings conducted by the Mediation Panel, as well as 

responded to questions and due diligence requests from creditor counsel. Among other things, 

OMM and AAFAF’s other advisors expended considerable time responding to questions related 

to Puerto Rico’s Treasury Single Account and other cash flow and liquidity inquiries raised during 

the Compensation Period.

n) Reporting 

37. This category includes all time relating to reporting requirements of the 

Commonwealth. During the Compensation Period, OMM professionals aided AAFAF in meeting 

its reporting obligations by reviewing and redacting certain reports. In addition, OMM reviewed 

and revised AAFAF’s existing financial statements.

o) Vendor and Other Creditor Issues 

38. This category includes all meetings and communications with vendors and other 

trade creditors and utility providers. During the Compensation Period, OMM attorneys spent time 

engaging with vendors and creditors for negotiation and information gathering purposes.

p) Commonwealth-GDB 

39. This category includes all matters relating to AAFAF’s ongoing restructuring 

efforts related to the Government Development Bank for Puerto Rico (“GDB”), which at the 

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

negotiated and finalized an amendment to the GDB Restructuring Support Agreement, which 

resulted in significant modifications to the proposed GDB Title VI transaction, largely to provide 

additional relief to Puerto Rico’s municipalities in the aftermath of Hurricanes Irma and 

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Maria. OMM professionals also spent a considerable amount of time negotiating and revising the 

Solicitation Statement and Preliminary Offering Memorandum to be used in connection with 

solicitation of the Title VI Qualifying Modification. In addition, OMM’s corporate team drafted 

and negotiated several operative documents required for consummation of the Qualifying 

Modification, including, among others, the bond indenture, transfer agreement, dealer-manager 

agreement, servicing agreement, and continuing disclosure agreement.

q) Commonwealth-General Corporate Matters 

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

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

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

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

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

discussions on behalf of AAFAF.

r) Commonwealth-PRIFA 

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

restructuring efforts related to Puerto Rico Infrastructure Financing Authority (“PRIFA”), which 

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

dealt with certain issues related to the mental health bonds, reviewed proposed EMMA notices, 

and conferred regarding state revolving funds.

s) Commonwealth-PRIDCO 

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

restructuring efforts related to Puerto Rico Industrial Development Company (“PRIDCO”), which 

at the present time is not a Title III debtor. In connection with pursuing a consensual restructuring 

of PRIDCO’s indebtedness, OMM professionals reviewed a proposed PRIDCO EMMA notice 

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and analyzed issues regarding PRIDCO. OMM professionals also assisted certain PRIDCO 

creditors and their advisors in conducting due diligence.

t) Commonwealth-UPR 

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

restructuring efforts related to the University of Puerto Rico (“UPR”), which at the present time is 

not a Title III debtor. During the Compensation Period, OMM professionals dealt with issues 

relating to compliance with reporting requirements, including conducting comprehensive reviews 

of reporting packages. OMM professionals also reviewed and analyzed the fiscal plans, analyzed 

correspondence from the Oversight Board related to the fiscal plans, and drafted letters on behalf 

of AAFAF regarding the same. OMM attorneys also conducted diligence, and communicated with 

counsel to Voya Institutional Trust Company regarding the deferred compensation plan.

u) Commonwealth-PBA 

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

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

present time is not a Title III debtor. In connection with pursuing a consensual restructuring of 

PBA’s indebtedness, OMM professionals researched and discussed debt modification and tax 

structuring as it related to PBA tax bonds. OMM professionals also discussed forbearance 

agreements with certain PBA creditors and their advisors and assisted such parties in conducting 

due diligence. 

v) Commonwealth-Pensions 

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

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

pension issues raised in various adversary proceedings, and drafting legal memoranda.

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w) Commonwealth-PREPA 

46. This category includes all matters relating to the Title III case of Puerto Rico 

Electric and Power Authority (“PREPA”). During the Compensation Period, OMM attorneys 

attended to issues relating to the Commonwealth’s interest in PREPA’s Title III Case and assisted 

PREPA’s counsel on certain matters requested by AAFAF.

x) Commonwealth-Wells Act 

47. This category includes all matters relating to AAFAF in connection with the 

Commonwealth’s response to a Wells Notice and a subpoena from the SEC. During the 

Compensation Period, OMM attorneys strategized for identification and return of AAFAF 

documents, reviewed documents to return to AAFAF, and analyzed third-party discovery invoices.

y) Commonwealth-MBA 

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

Puerto Rico Metropolitan Bus Authority (“MBA”) loan documents. OMM attorneys reviewed 

comments to transaction documents and drafted an issues list relating to the same. OMM attorneys 

also analyzed MBA cash flows and worked with AAFAF’s financial advisors to examine issues 

related to MBA’s fiscal plan.

z) Assured Guaranty Corp. et al. v. Commonwealth of Puerto Rico, et al.

38. This category relates to all work done in connection with the Assured adversary 

proceeding in connection with the Commonwealth Title III case. During the Compensation 

Period, OMM attorneys prepared for an appeal by reviewing opinions and docket below to 

prepare joint appendix, conferring about the record on appeal, and preparing notices of 

appearance.

aa) FOMB Investigation 

40. This category relates to all work done in connection with the ongoing Oversight 

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Board investigation being conducted by Kobre & Kim regarding the historical debt-issuance 

practices of the Commonwealth and certain of its instrumentalities as authorized under PROMESA 

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

engaged in discovery, including preparing for witness interviews, drafting confidentiality 

agreements, and responding to document requests. Also during the Compensation Period, OMM 

attorneys communicated and coordinated with Kobre & Kim, coordinated with local counsel, and 

made document productions. 

bb) Atlantic Medical Center 

43. This category relates to all work done in connection with the Atlantic Medical 

Center adversary proceeding. During the Compensation Period, OMM attorneys reviewed and 

analyzed Judge Dein’s report and recommendation regarding the Commonwealth’s motion for 

abstention, researched issues arising from Atlantic Health’s reply brief, and worked with the Puerto 

Rico Department of Justice to draft a reply to Atlantic Health’s objections to the report and 

recommendation.

cc) PREC v. FOMB and PREPA 

44. This category relates to all work done in connection with the case captioned Puerto 

Rico Energy Commission v. Financial Oversight and Management Board. During the 

Compensation Period, OMM professionals analyzed PREC’s complaint, prepared AAFAF’s 

motion to intervene in the proceeding, and conducted research related to the issues raised by the 

complaint. Additionally, OMM attorneys drafted an opposition to a preliminary injunction motion 

filed by PREC and prepared for oral argument related thereto.

ATTORNEY CERTIFICATION

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

undersigned has reviewed the requirements of Puerto Rico Local Bankruptcy Rule 2016-1(a)(4) 

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and certifies to the best of his information, knowledge, and belief that this Application complies 

with Puerto Rico Local Bankruptcy Rule 2016-1(a)(4). In this regard, and incorporated herein by 

reference, the Certification of John J. Rapisardi in accordance with the U.S. Trustee Guidelines is 

attached hereto as Exhibit A.

NO PRIOR APPLICATION

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

this or any other court.

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

OMM compensation for professional and paraprofessional services provided during the 

Compensation Period in the amount of $6,871,237.76; (b) reimbursement of actual, reasonable 

and necessary expenses incurred in the Compensation Period in the amount of $101,437.64; and 

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

Dated: July 16, 2018 Respectfully submitted, 

New York, NY

/s/ John J. Rapisardi

John J. Rapisardi

Suzzanne Uhland

Diana M. Perez

(Admitted Pro Hac Vice)

O’MELVENY & MYERS LLP

7 Times Square

New York, NY 10036

Tel: (212) 326-2000

Fax: (212) 326-2061

Peter Friedman

(Admitted Pro Hac Vice)

O’MELVENY & MYERS LLP

1625 Eye Street, NW

Washington, DC 20006

Tel: (202) 383-5300

Fax: (202) 383-5414

Attorneys for the Puerto Rico Fiscal Agency and 

Financial Advisory Authority

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