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)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY (“HTA”),

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

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

 

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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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:

$155,651.42

Amount of Expense Reimbursement sought as 

actual, reasonable, and necessary:

$451.10

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

 

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

statements.

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

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

Prior Monthly Fee Statements Filed: 

Compensation Period Fees Requested Expenses Requested

May 21, 2017 - May 31, 2017 $126,501.60 None.

June 1, 2017 - June 30, 2017 $560,943.36 $8,141.88

July 1, 2017 - July 31, 2017 $778,916.62 $31,702.26

August 1, 2017 - August 31, 2017 $436,882.81 $25,743.41

September 1, 2017 - September 30, 2017 $127,555.42 $1,945.58

October 1, 2017 - October 31, 2017 $68,365.17 $794.84

November 1, 2017 - November 30, 2017 $70,728.57 $41.90

December 1, 2017 - December 31, 2017 $48,669.61 $5.20

January 1, 2018 - January 31, 2018 $185,536.05 $2,005.95

February 1, 2018 - February 28, 2018 $38,152.78 $247.40

March 1, 2018 - March 31, 2018 $38,537.81 $25.60

April 1, 2018 - April 30, 2018 $56,110.68 $12.50

May 1, 2018 - May 31, 2018 $33,298.81 $165.60

TOTAL INCURRED: $2,570,199.29 $70,832.12

Payments Made to Date:3

Compensation Period Fees Paid Expenses Paid

May 5, 2017 - May 31, 2017 $113,851.44 None.

June 1, 2017 - June 30, 2017 $504,849.02 $8,141.88

July 1, 2017 - July 31, 2017 $701,024.96 $31,702.26

August 1, 2017 - August 31, 2017 $393,194.53 $25,743.41

September 1, 2017 - September 30, 

2017

$114,799.88 $1,945.58

October 1, 2017 - October 31, 2017 $61,528.65 $794.84

November 1, 2017 - November 30, 

2017

$63,655.71 $41.90

December 1, 2017 - December 31, 

2017

$43,802.65 $5.20

January 1, 2018 - January 31, 2018 $166,982.45 $2,005.95

TOTAL PAID: $2,163,689.29 $70,381.02

 

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 - 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

ASHLEY PAVEL Counsel 692.75 27.1 18,773.58 

DIANA M. PEREZ Counsel 739.50 39.4 29,136.30 

ELIZABETH L. 

MCKEEN Partner 807.50 22.0 17,765.00 

GARO 

HOPLAMAZIAN Counsel 709.75 11.1 7,878.30 

JOSEPH A. SPINA Associate 624.75 24.6 15,368.88 

PETER 

FRIEDMAN Partner 871.25 29.1 25,353.45 

SUZZANNE 

UHLAND Partner 1,062.50 21.5 22,843.75 

YAIRA DUBIN Associate 650.25 28.5 18,532.16 

TOTAL 203.3 $155,651.42

 

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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Schedule B

SUMMARY OF HOURS AND COMPENSATION BY MATTER CODE

Task Code Matter Description

Total 

Billed

Hours

Total Amount

Assumption and 

Rejection of 

Leases and 

Contracts

This category includes all matters relating to the 

assumption and/or rejection of HTA’s contracts and 

leases 0.7 $437.33

Business 

Operations

This category includes all matters relating to the 

business operations of HTA. 8.8 $8,314.71 

Case 

Administration

This category includes all matters relating to general 

case administration and coordination, records 

maintenance, assisting HTA 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. 7.1 $5,480.81 

Corporate 

Governance

This category includes all time spent by OMM 

attorneys related to corporate governance and board 

matters of HTA. 22.9 $17,953.29 

Litigation This category includes time spent on litigation 

matters related to HTA’s Title III Case. 5.1 $3,739.58 

Fee Applications5 This category relates to the drafting of OMM’s fee 

applications 23.1 $13,773.03 

Plan of 

Adjustment

This category relates to the negotiation and drafting 

of HTA’s eventual plan of adjustment and related 

documentation. 0.8 $499.80 

Vendor and 

Other Creditor 

Issues

This category relates to work to address vendor and 

other creditor issues. 2.9 $2,144.55 

Meetings and 

Communications 

with Creditors

This category relates to all time spent by OMM 

professionals in connection with meetings and 

correspondence with various creditors of HTA. 17.0 12700.7

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 

HTA to respond, defend, and settle such requests. 23.1 $17,336.75 

Reporting This category relates to HTA’s reporting obligations. 6.9 $4,832.68 

Mediation

This category includes drafting mediation 

statements, communicating with mediation team 

members, and attending mediation sessions. 15.1 $12,908.98 

 

5 Note that although time spent by OMM attorneys preparing HTA’s fee applications during the Compensation 

Period was roughly 8% of the total fees billed in this Interim Application, the time spent preparing Fee Applications 

across all matters was under 3% of the total fees billed by OMM during the Compensation Period.

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Task Code Matter Description

Total 

Billed

Hours

Total Amount

Peaje 

Investments v. 

HTA Litigation

This category includes all matters relating to the case 

captioned Peaje Investments LLC v. Puerto Rico 

Highways and Transportation Authority. 87.2 $65,978.02 

Subtotal 220.7 $166,100.23

Less Adjustments for Transitory Timekeepers6

(17.4) ($10,448.66)

Grand Total 203.3 $155,651.57

 

6 See footnote 4.

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Schedule C

EXPENSE SUMMARY

Category Amount

Copying 2.20 

Court Fees / Filing Fees 231.00 

Lasertrak Printing 178.80 

Online Research 19.10 

Out-of-Town Travel 20.00 

Grand Total $451.10

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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)

In re:

THE FINANCIAL OVERSIGHT AND

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY (“HTA”),

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

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

 

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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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 

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 

$155,651.42 and reimbursement of expenses of $451.10 for the period from February 1, 2018 

through May 31, 2018 (the “Compensation Period”) in accordance with 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 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.

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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.

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 

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

May 3, 2017 through September 30, 2017 [ECF No. 2065] for matters related to the HTA Title III 

matter (“OMM HTA First Interim Fee Application”) seeking compensation in the amount of 

$2,028,863.49, and reimbursement of expenses in the amount of $67,533.13.

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

Report”), the Fee Examiner recommended approval for $2,028,863.49 in fees, and $67,533.13 in 

expenses in connection with the OMM HTA 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 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. 2761] for matters related to the HTA Title 

III matter (“OMM HTA Second Interim Fee Application”) seeking compensation in the amount 

of $373,329.40, and reimbursement of expenses in the amount of $2,847.89.

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 $323,511.03 in fees, and $1,552.83 in expenses in 

connection with the OMM HTA 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 

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for the First Interim Compensation Period from October 1, 2017 through January 31, 2018 [ECF 

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

12. This application seeks allowance of compensation and reimbursement of expenses 

incurred by OMM solely in connection with the HTA related matters described below.

COMPENSATION REQUESTED BY OMM

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

(the “Engagement Letter”).2 

14. 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 

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.

15. 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.

16. 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 

 

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

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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

17. 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 Exhibit B, and a 

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

forth below.

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

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;

 

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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 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.

19. 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. 

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

20. 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.

21. 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 

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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.

22. 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 

negotiated forbearance and nondisclosure agreements.

23. 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.

24. 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

 

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. Exhibit B provides a complete summary of hours 

billed and total compensation requested by matter category.

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a) Business Operations 

25. This category includes all matters relating to general HTA business operations. 

During the Compensation Period, OMM attorneys spent time on reviewing and analyzing the HTA 

fiscal plan as well as considering issues relating to the HTA fiscal plan.

b) Case Administration 

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

coordination, and assisting HTA in fulfilling its duties as debtor in possession, and serves as a 

general code for services performed that do not fit under any other specific code. During the 

Compensation Period, OMM attorneys reviewed proposed EMMA notices, prepared client 

summaries, and corresponded with creditors’ counsel regarding proposed bar date posting for 

HTA.

c) Fee Applications 

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

applications. During the Compensation Period, OMM spent time preparing its second interim fee 

application, monthly fee applications for February through May.

d) Litigation 

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

proceedings or other litigation. During the Compensation Period, OMM drafted initial disclosures;

reviewed and analyzed various complaints filed against HTA, responded to written discovery 

requests, and drafted motions to dismiss and related briefing.

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e) Peaje Investments, LLC v. Puerto Rico Highways & Transportation Authority

29. This category includes all work done in connection with the Peaje-HTA adversary 

proceeding. During the Compensation Period, OMM attorneys reviewed materials to be included 

in the Peaje appeal joint appendix, developed an appeal strategy, prepared an appellate record, 

conducted research regarding First Circuit appellate rules, and reviewed and analyzed Peaje’s 

opening brief.

f) Mediation 

30. This category includes time spent by OMM attorneys engaged in mediation efforts 

related to the HTA Title III case and related adversary proceedings. OMM attorneys spent time 

drafting mediation statements in response to questions posed by the mediation team, attending 

mediation sessions, and working with HTA and its financial advisors to coordinate responses to 

document requests. 

g) Reporting 

31. This category includes all work done to meet HTA’s reporting obligations. During 

the Compensation Period, OMM professionals reviewed and commented on HTA’s reporting, as 

well as reviewed and responded to HTA’s audit requests.

h) Relief From Stay and Adequate Protection 

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

stay or for adequate protection, including assisting HTA 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 HTA, responded to requests to lift the Title III 

Stay, either by motion or lift stay notice.

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ATTORNEY CERTIFICATION

33. 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) 

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

34. 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 $155,651.42; (b) reimbursement of actual, reasonable and 

necessary expenses incurred in the Compensation Period in the amount of $451.10; and (c) 

granting such other relief as is appropriate under the circumstances.

Dated: July 16, 2018

New York, NY

Respectfully submitted,

/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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Exhibit A

ATTORNEY CERTIFICATION

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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.5

PROMESA

Title III

No. 17 BK 3283-LTS

Re: ECF Nos. 1063, 1150, 1715, 

3269

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY (“HTA”),

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

CERTIFICATION OF JOHN J. RAPISARDI PURSUANT TO PUERTO RICO LOCAL 

BANKRUPTCY RULE 2016-1(a)(4)

 

5 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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John J. Rapisardi, under penalty of perjury, certifies as follows:

1. I am a partner with the law firm of O’Melveny & Myers LLP (“OMM”). I make 

this certification in accordance with Rule 2016-1(a)(4) of the Local Rules of Bankruptcy Practice 

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

Rules”) regarding the contents of applications for compensation and expenses. 

2. I am familiar with the work performed by OMM for Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF”), acting for or on behalf of the Debtors.

3. I have read the Third Interim Application of O’Melveny & Myers LLP for 

Allowance of Compensation for Services Rendered and for Reimbursement of Expenses As 

Counsel to the Debtors for the Period From February 1, 2018 through May 31, 2018

(the “Application”), and the facts set forth therein are true and correct to the best of my knowledge, 

information, and belief. 

4. To the best of my knowledge, information, and belief, formed after reasonable 

inquiry, the fees and disbursements sought in the Application are permissible under the Fee 

Examiner Guidelines, PROMESA, the Bankruptcy Code, the Federal Rules of Bankruptcy 

Procedure, the Interim Compensation Order, the Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses by Attorneys in Larger Chapter 11 Cases, effective 

November 1, 2013 (the “Guidelines”), and the Local Rules of Bankruptcy Practice and Procedure 

of the United States Bankruptcy Court for the District of Puerto Rico.

Dated: July 16, 2018 /s/ John J. Rapisardi

John J. Rapisardi

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Exhibit B

DETAILED TIME AND EXPENSE RECORDS

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Client: PUERTO RICO FISCAL AGENCY & FINANCIAL ADVISORY AUTHORITY 07/11/18

Matter Name: PEAJE INVESTMENTS LLC V. PUERTO RICO HIGHWAYS & 

TRANSPORTATION AUTHORITY, ET AL.

Invoice: 1007150

Matter: 0686892-00025 Page No. 2

Due upon receipt. Please remit to:

By Mail: O'Melveny & Myers LLP - P.O. Box 894436, Los Angeles, CA 90189-4436

By Wire Transfer: Citibank, N.A., NY, ABA # 021000089, SWIFT: CITIUS33

Beneficiary: O’Melveny & Myers LLP, Account No.: #4078-0224

Please include client/matter/invoice number and/or attorney name.

PEAJE INVESTMENTS LLC V. PUERTO RICO HIGHWAYS & TRANSPORTATION AUTHORITY, ET 

AL.

For Professional Services Rendered Through May 31, 2018

Date Name Description Hours

05/07/18 J DALOG PREPARE APPELLATE COURT BRIEFING FOR ATTORNEY 

REVIEW.

0.8

05/07/18 P FRIEDMAN REVIEW REPLY BRIEF IN FIRST CIRCUIT APPEAL. 2.2

05/08/18 E MCKEEN REVIEW FIRST CIRCUIT REPLY BRIEF. 1.2

05/22/18 P FRIEDMAN PREPARE FOR PEAJE MOOT COURT ARGUMENT. 1.9

05/22/18 A PAVEL EMAIL P. FRIEDMAN AND Y. DUBIN RE: ORAL ARGUMENT. 0.3

05/24/18 P FRIEDMAN PREPARE FOR PEAJE MOOT ARGUMENT 1.1

05/24/18 Y DUBIN PREPARE OUTLINE FOR MOOT COURT FOR J. RAPISARDI. 0.6

05/24/18 Y DUBIN EMAIL W/ P. FRIEDMAN RE: PREPARATION OF BINDER FOR 

MOOT COURT FOR J. RAPISARDI.

0.3

05/24/18 Y DUBIN COLLECT MATERIALS FOR PREPARATION OF OUTLINE FOR 

MOOT COURT ARGUMENT FOR J. RAPISARDI.

0.8

05/25/18 P FRIEDMAN PREPARE FOR APPELLATE MOOT ARGUMENT 1.4

05/26/18 Y DUBIN REVIEW AND ANALYZE OPINION BELOW IN PREPARATION 

FOR MOOT COURT ARGUMENT.

1.7

05/26/18 Y DUBIN REVIEW AND ANALYZE APPELLANT'S BRIEF IN 

PREPARATION FOR MOOT COURT ARGUMENT.

0.9

05/26/18 Y DUBIN DRAFT POTENTIAL QUESTIONS FOR MOOT COURT 

ARGUMENT.

2.2

05/26/18 Y DUBIN REVIEW AND ANALYZE APPELLEE'S BRIEF IN 

PREPARATION FOR MOOT COURT.

1.8

05/26/18 Y DUBIN REVIEW AND ANALYZE REPLY BRIEF IN PREPARATION FOR 

MOOT COURT.

1.7

05/27/18 P FRIEDMAN PREPARE FOR MOOT COURT ARGUMENT RE: PEAJE 

APPEAL.

1.8

05/29/18 Y DUBIN MOOT J. LEVITAN IN PREPARATION FOR ORAL ARGUMENT. 2.5

05/29/18 E MCKEEN PARTICIPATE IN MOOT COURT ARGUMENT FOR FIRST 

CIRCUIT ARGUMENT W/ OMM AND PROSKAUER TEAMS.

2.3

05/29/18 P FRIEDMAN PREPARE FOR AND PARTICIPATE IN PEAJE FIRST CIRCUIT 

MOOT ARGUMENT W/ PROSKAUER TEAM, Y. DUBIN, AND J. 

RAPISARDI.

3.5

Total Hours 29.0

Total Fees 21,693.32

Disbursements

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Client: PUERTO RICO FISCAL AGENCY & FINANCIAL ADVISORY AUTHORITY 07/11/18

Matter Name: PEAJE INVESTMENTS LLC V. PUERTO RICO HIGHWAYS & 

TRANSPORTATION AUTHORITY, ET AL.

Invoice: 1007150

Matter: 0686892-00025 Page No. 3

Due upon receipt. Please remit to:

By Mail: O'Melveny & Myers LLP - P.O. Box 894436, Los Angeles, CA 90189-4436

By Wire Transfer: Citibank, N.A., NY, ABA # 021000089, SWIFT: CITIUS33

Beneficiary: O’Melveny & Myers LLP, Account No.: #4078-0224

Please include client/matter/invoice number and/or attorney name.

Copying $165.60

Total Disbursements $165.60

Total Current Invoice $21,858.92

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Client: PUERTO RICO FISCAL AGENCY & FINANCIAL ADVISORY AUTHORITY 07/11/18

Matter Name: PEAJE INVESTMENTS LLC V. PUERTO RICO HIGHWAYS & 

TRANSPORTATION AUTHORITY, ET AL.

Invoice: 1007150

Matter: 0686892-00025 Page No. 4

Due upon receipt. Please remit to:

By Mail: O'Melveny & Myers LLP - P.O. Box 894436, Los Angeles, CA 90189-4436

By Wire Transfer: Citibank, N.A., NY, ABA # 021000089, SWIFT: CITIUS33

Beneficiary: O’Melveny & Myers LLP, Account No.: #4078-0224

Please include client/matter/invoice number and/or attorney name.

Date Cost 

Type

Description Qty Amount

05/08/18 E101 Lasertrak Color Printing - Hernandez, Tanya Pages: 2 2.00 $0.20

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 149 149.00 14.90

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 37 37.00 3.70

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 2 2.00 0.20

05/08/18 E101 Lasertrak Color Printing - Hernandez, Tanya Pages: 2 2.00 0.20

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 68 68.00 6.80

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 1 1.00 0.10

05/08/18 E101 Lasertrak Color Printing - Hernandez, Tanya Pages: 1 1.00 0.10

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 18 18.00 1.80

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 2 2.00 0.20

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 69 69.00 6.90

05/08/18 E101 Lasertrak Color Printing - Hernandez, Tanya Pages: 1 1.00 0.10

05/08/18 E101 Lasertrak Printing - Hernandez, Tanya Pages: 52 52.00 5.20

05/08/18 E101 Lasertrak Color Printing - Hernandez, Tanya Pages: 1 1.00 0.10

05/08/18 E101 Lasertrak Color Printing - Hernandez, Tanya Pages: 2 2.00 0.20

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 1 1.00 0.10

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 69 69.00 6.90

05/24/18 E101 Lasertrak Color Printing - Dubin, Yaira Pages: 2 2.00 0.20

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 74 74.00 7.40

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 16 16.00 1.60

05/24/18 E101 Color Copying (Copitrak - Internal) - Dubin, Yaira Pages: 3 3.00 0.30

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 69 69.00 6.90

05/24/18 E101 Lasertrak Color Printing - Dubin, Yaira Pages: 2 2.00 0.20

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 298 298.00 29.80

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 8 8.00 0.80

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 8 8.00 0.80

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 120 120.00 12.00

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 69 69.00 6.90

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 37 37.00 3.70

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 120 120.00 12.00

05/24/18 E101 Copying (Copitrak - Internal) - Dubin, Yaira Pages: 19 19.00 1.90

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 69 69.00 6.90

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 37 37.00 3.70

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Client: PUERTO RICO FISCAL AGENCY & FINANCIAL ADVISORY AUTHORITY 07/11/18

Matter Name: PEAJE INVESTMENTS LLC V. PUERTO RICO HIGHWAYS & 

TRANSPORTATION AUTHORITY, ET AL.

Invoice: 1007150

Matter: 0686892-00025 Page No. 5

Due upon receipt. Please remit to:

By Mail: O'Melveny & Myers LLP - P.O. Box 894436, Los Angeles, CA 90189-4436

By Wire Transfer: Citibank, N.A., NY, ABA # 021000089, SWIFT: CITIUS33

Beneficiary: O’Melveny & Myers LLP, Account No.: #4078-0224

Please include client/matter/invoice number and/or attorney name.

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 16 16.00 1.60

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 37 37.00 3.70

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 138 138.00 13.80

05/24/18 E101 Lasertrak Printing - Dubin, Yaira Pages: 37 37.00 3.70

Total for E101 - Lasertrak Printing $165.60

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Client: PUERTO RICO FISCAL AGENCY & FINANCIAL ADVISORY AUTHORITY 07/11/18

Matter Name: PEAJE INVESTMENTS LLC V. PUERTO RICO HIGHWAYS & 

TRANSPORTATION AUTHORITY, ET AL.

Invoice: 1007150

Matter: 0686892-00025 Page No. 6

Due upon receipt. Please remit to:

By Mail: O'Melveny & Myers LLP - P.O. Box 894436, Los Angeles, CA 90189-4436

By Wire Transfer: Citibank, N.A., NY, ABA # 021000089, SWIFT: CITIUS33

Beneficiary: O’Melveny & Myers LLP, Account No.: #4078-0224

Please include client/matter/invoice number and/or attorney name.

Timekeeper Summary

Timekeeper Hours

Attorneys

PETER FRIEDMAN 11.9

ELIZABETH L. MCKEEN 3.5

ASHLEY PAVEL 0.3

YAIRA DUBIN 12.5

Total for Attorneys 28.2

Paralegal/Litigation Support

JOHN PAOLO DALOG 0.8

Total for Paralegal/Litigation Support 0.8

Total 29.0

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