180608 SECOND AMENDED INTERIM COMPENSATION PROPOSED ORDER VERSION JUNE 8, 2018 1

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

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

In re: PROMESA

Title III

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of No. 17 BK 3283-LTS

THE COMMONWEALTH OF PUERTO RICO, (Jointly Administered)

et al.,

Debtors.1

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

OMNIBUS ORDER AWARDING INTERIM ALLOWANCE OF 

COMPENSATION FOR PROFESSIONAL SERVICES RENDERED 

AND REIMBURSEMENT OF EXPENSES FOR THE SECOND INTERIM

COMPENSATION PERIOD FROM OCTOBER 1, 2017 THROUGH JANUARY 31, 2018

This matter coming before the Court on the interim fee applications (together, Dkt. 

Nos. 2780, 2754, 2791, 2758, 2759, 2760, 2761, 2781, 2801, 2800, 2721, 2725, 2728, 2726, 

2727, 2735, 2757, 2741, 2743, 2740, 2724, 2734, 2737, and 2719 the (“Applications”)) 

indicated as “Recommended for Approval” on the attached Exhibit A, pursuant to sections 316 

 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).

Case:17-03283-LTS Doc#:3279 Filed:06/08/18 Entered:06/08/18 17:07:03 Desc: Main

 Document Page 1 of 4
180608 SECOND AMENDED INTERIM COMPENSATION PROPOSED ORDER VERSION JUNE 8, 2018 2

and 317 of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA), 

Pub. L. No. 114-187, §§ 316, 317, 130 Stat., 549, 584-85 (2016), and Rule 2016 of the Local 

Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of 

Puerto Rico, for the interim allowance of certain fees, including—except as indicated on 

Exhibit A—all holdbacks and expenses incurred by the Applicants for the specific period of 

time set forth in each of the Applications (the “Compensation Period”); filed in accordance 

with the Order Setting Procedures for Interim Compensation and Reimbursement of Expenses 

for Professionals [Dkt. No. 1150] (the “Interim Compensation Order”); the First Amended 

Order Setting Procedures for Interim Compensation and Reimbursement of Expenses of 

Professionals [Dkt. No. 1715] (the “First Amended Interim Compensation Order”); and the 

Order Pursuant to PROMESA Sections 316 and 317 and Bankruptcy Code Section 105(A) 

Appointing a Fee Examiner and Related Relief (Dkt. No. 1416) (the “Fee Examiner Order”); 

and the Court having reviewed the Applications and/or the omnibus report filed by the Fee 

Examiner with respect to the Applications (see Dkt. No. 3193); and the Court finding that: 

(a) the Court has jurisdiction over this matter pursuant to PROMESA section 306(a); and 

(b) notice of the Applications and the hearing thereon being adequate under the circumstances; 

and (c) all parties with notice of the Applications having been afforded the opportunity to be 

heard on the Applications, and no objections having been filed; now therefore 

IT IS HEREBY ORDERED THAT:

1. The Applications are GRANTED on an interim basis, to the extent set forth on the 

attached Exhibit A.

2. Each of the Applicants is allowed (a) interim compensation for services rendered 

during the Compensation Period and (b) interim reimbursement for actual and necessary 

Case:17-03283-LTS Doc#:3279 Filed:06/08/18 Entered:06/08/18 17:07:03 Desc: Main

 Document Page 2 of 4
180608 SECOND AMENDED INTERIM COMPENSATION PROPOSED ORDER VERSION JUNE 8, 2018 3

expenses incurred during the Compensation Period, each in the respective amounts set forth on 

the attached Exhibit A, including, except as otherwise indicated, any and all holdbacks.

3. To the extent not already paid pursuant to the Interim Compensation Order, the 

Debtors are hereby authorized and directed to pay, except as otherwise indicated on Exhibit A, 

each of the Applicants 100 percent of the fees and 100 percent of the expenses listed on 

Exhibit A under the columns “Interim Fees Recommended for Approval” and “Interim Expenses 

Recommended for Approval,” respectively, for services rendered and expenses incurred during 

the Compensation Period.

4. To the extent not already paid pursuant to the Interim Compensation Order, the 

Debtors are hereby authorized and directed to pay any remaining amounts due under the 

Omnibus Order Awarding Interim Allowance of Compensation for Professional Services 

Rendered and Reimbursement of Expenses for the First Interim Compensation Period From 

May 3 Through September 30, 2017 (Dkt. No. 2685), with the adjustments noted on the attached 

Exhibit B under the columns “Fee Examiner’s Recommended Fee Adjustments” and “Fee 

Examiner’s Recommended Expense Adjustments.”

5. Pursuant to the Fee Examiner’s report, the second interim fee applications of 

Proskauer Rose LLP, O’Neill & Borges LLC, McKinsey & Company, Inc., Deloitte Financial 

Advisory Services LLP, Luskin Stern & Eisler LLP, Citigroup Global Markets, Inc., Andrew 

Wolfe, DLA Piper LLP, Ankura Consulting Group LLC, Zolfo Cooper LLC, Segal Consulting, 

and Marchand ICS Group [Dkt. Nos. 2868, 2870, 2872, 2876, 2874, 2859, 2756, 3017, 2729, 

2944, 2718, 2753, 2778, 2751, 2755, 2739, 2742, and 2736] and the first interim fee applications 

of Proskauer Rose LLP [Dkt. Nos. 2068, 2043, 2045, 2053, and 2066] are hereby adjourned for 

consideration at the July 25, 2018 omnibus hearing.

Case:17-03283-LTS Doc#:3279 Filed:06/08/18 Entered:06/08/18 17:07:03 Desc: Main

 Document Page 3 of 4
180608 SECOND AMENDED INTERIM COMPENSATION PROPOSED ORDER VERSION JUNE 8, 2018 4

6. This order resolves Docket Entry Nos. 2780, 2791, 2758, 2759, 2760, 2761, 2781, 

2801, 2800, 2721, 2725, 2728, 2726, 2727, 2735, 2757, 2741, 2743, 2740, 2724, 2734, 2737, 

2719.

SO ORDERED.

Dated: June 8, 2018

 /s/ Laura Taylor Swain 

LAURA TAYLOR SWAIN

United States District Judge

Case:17-03283-LTS Doc#:3279 Filed:06/08/18 Entered:06/08/18 17:07:03 Desc: Main

 Document Page 4 of 4