230622 ORD RE CITIGROUP FEE APP VERSION JUNE 22, 2023 1

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

As a representative of 

THE COMMONWEALTH OF PUERTO RICO

et al.,

Debtors.1

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PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

Re: Dkt. No. 23202

ORDER REGARDING CITIGROUP GLOBAL 

MARKETS, INC. REQUEST FOR PREPA TRANSACTION FEE 

This matter coming before the Court on the Sixteenth Interim Application of 

Citigroup Global Markets Inc. for Allowance of PREPA Transaction Fee (Docket Entry

No. 23202) (the “Application”), pursuant to section 316 of the Puerto Rico Oversight, 

Management and Economic Stability Act (“PROMESA”), 48 U.S.C. §§ 2101-2241, and 

Rule 2016 of the Federal Rules of Bankruptcy Procedure, for the interim allowance of certain fees 

requested by Citigroup Global Markets, Inc. (“Citigroup”) in connection with the Transition and 

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) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy Case 

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

are listed as Bankruptcy Case numbers due to software limitations).

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230622 ORD RE CITIGROUP FEE APP VERSION JUNE 22, 2023 2

Distribution System Operation and Maintenance Agreement transaction between PREPA and 

LUMA Energy (the “PREPA Transaction Fee”), filed in accordance with the Third Amended 

Order Setting Procedures for Interim and Final Compensation and Reimbursement of Expenses of 

Professionals (Docket Entry No. 20546) (the “Interim Compensation Order”), the Sixteenth 

Amended Notice, Case Management and Administrative Procedures (Docket Entry No. 20190-1)

(the “Case Management Procedures”), and the First Amended Order Pursuant to PROMESA 

Sections 316 and 317 and Bankruptcy Code Section 105(A) Appointing a Fee Examiner and 

Related Relief (Docket Entry No. 3324) (the “Fee Examiner Order”), and the Court having 

reviewed the Application, issued a related order, and discussed the Application with the Fee 

Examiner’s counsel on the record at the June 8, 2023 omnibus hearing; now therefore IT IS 

HEREBY ORDERED THAT:

1. Citigroup shall, no later than June 30, 2023, file an amended Application 

requesting Court approval of the PREPA Transaction Fee, captioned, “Amended Application of 

Citigroup Global Markets, Inc. for Allowance of PREPA Transaction Fee” (the “Amended 

Application”); and

2. Citigroup shall, no later than June 30, 2023, file a declaration from a 

Citigroup principal in support of the Amended Application that:

(a.) Attaches all engagement agreements between Citigroup and the Financial 

Oversight & Management Board for Puerto Rico (the “Oversight Board”) dated 

between January 27, 2017 and the date of this Order; and

(b.) Describes the circumstances under which, and the process by which, Citigroup and 

the Oversight Board agreed on the PREPA Transaction Fee provisions as part of the

Third Amended and Restated Engagement Letter dated October 7, 2020 and 

subsequent amendments; and

(c.) Attaches any materials Citigroup provided to or received from the Oversight Board 

to substantiate the amount of the PREPA Transaction Fee and/or to establish the 

event(s) that would trigger payment of the PREPA Transaction Fee.

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230622 ORD RE CITIGROUP FEE APP VERSION JUNE 22, 2023 3

3. Upon timely receipt of the materials outlined in paragraph 2, above, the Fee 

Examiner shall review the reasonableness and necessity of the PREPA Transaction Fee pursuant to 

PROMESA §§ 316 and 317 and report his findings to the Court in connection with the August 30, 

2023 omnibus hearing.

SO ORDERED.

Dated: June 22, 2023

 /s/ Laura Taylor Swain 

LAURA TAYLOR SWAIN 

United States District Judge

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