Estimated Hearing Date: March 13, 2019 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: December 7, 2018 at 4:00 p.m. (Atlantic Standard Time)

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

PROMESA

Title III

Case No. 17 BK 3283-LTS

(Jointly Administered)

SUMMARY SHEET TO

FOURTH INTERIM FEE APPLICATION OF PROSKAUER 

ROSE LLP FOR COMPENSATION FOR SERVICES RENDERED 

AND REIMBURSEMENT OF EXPENSES INCURRED AS ATTORNEYS FOR

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO, AS REPRESENTATIVE OF THE DEBTOR, THE COMMONWEALTH OF 

PUERTO RICO, FOR THE PERIOD JUNE 1, 2018 THROUGH SEPTEMBER 30, 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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2

Schedule 1

Summary of Fees and Expenses Paid to Date and the Balance of Fees and 

Expenses for which Allowance and Payment is Requested for the Compensation Period

Name of Applicant: Proskauer Rose LLP (“Proskauer”)

Retained to Provide

Professional Services to:

The Financial Oversight and Management 

Board for Puerto Rico as Representative of

the Debtor Pursuant to PROMESA section 

315(b)

Period for Which Compensation is Sought: June 1, 2018 through September 30, 2018

(the “Compensation Period”)

Amount of Fees Sought: $8,001,864.20

Amount of Expense Reimbursement Sought: $228,540.36

Total Fees and Expenses 

Sought for Compensation Period: $8,230,404.56

This is a(n) Monthly X Interim Final Fee Application 

This is the fourth interim fee application filed by Proskauer in the Debtor’s Title III case. The total 

time expended in connection with the preparation of this interim application is not included herein, 

as additional time was expended after the Compensation Period.

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3

Fourth Interim Compensation Period

June 1, 2018– September 30, 2018

Statement 

and Date 

Served

Period 

Covered

Total Fees 

Incurred

Total Fees 

Requested 

(90%)

Expenses 

Requested

Fees Paid 

(90%)

Expenses 

Paid

Fourteenth

7/20/18

6/1/18 to 

6/30/18 $1,886,506.40 $1,697,855.76 $49,972.71 $1,697,855.76 $49,972.71

Fourteenth

(Puerto 

Rico)

7/20/18

6/1/18 to 

6/30/18 $72,408.60 $65,167.74 $0.00 $65,167.74 $0.00

Fifteenth

9/4/18

7/1/18 to 

7/31/18 $2,638,930.60 $2,375,037.54 $104,164.61 $2,375,037.54 $104,164.61

Fifteenth

(Puerto 

Rico)

9/4/18

7/1/18 to 

7/31/18 $115,595.70 $104,036.13 $0.00 $104,036.13 $0.00

Sixteenth

9/24/18

8/1/18 to 

8/31/18 $1,519,176.90 $1,367,259.21 $38,209.23 $1,367,259.21 $38,209.23

Seventeenth

10/4/18

9/1/18 to 

9/30/18 $1,694,788.10 $1,525,309.29 $36,193.81 $1,525,309.29 $36,193.81

Seventeenth

(Puerto 

Rico)

10/4/18

9/1/18 to 

9/30/18 $74,457.90 $67,012.11 $0.00 $67,012.11 $0.00

Totals: $8,001,864.20 $7,201,677.78 $228,540.36 $7,201,677.78 $228,540.36

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Additional information required pursuant to the United States Trustee Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by 

Attorneys in Larger Chapter 11 Cases issued by the Executive Office for the United States 

Trustee:

Blended Rate in This Application for All 

Attorneys

$759.002

Blended Rate in This Application for All 

Timekeepers

$659.91

Compensation Sought in this Application 

Already Paid Pursuant to Monthly 

Compensation Statements but Not Yet 

Allowed

$7,201,677.78

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed

$228,540.36

Number of Professionals Included in this 

Application3

97

Number of Professionals in This Application 

NOT Included in Staffing Plan Approved by 

Client4

N/A

If Applicable, the Difference Between Fees 

Budgeted and Compensation Sought for This 

Application Period

N/A

Number of Professionals Billing Fewer than 

15 Hours to the Case During This Application 

Period

32

Any Rates Higher than Those Approved or 

Disclosed when Retained? If yes, calculate 

and disclose the total compensation sought in 

this Application using the rates originally 

disclosed at retention.

No. As explained in the Second Interim 

Application (as defined below), rates 

increased in accordance with Proskauer’s 

engagement letter on January 1, 2018. Rates 

have not increased during the Compensation 

Period.

 2 This rate excludes non-attorneys (e.g., paralegals).

3 As used herein, the term “professionals” includes all timekeepers. The term “paraprofessionals,” as used in this 

Application, only includes non-attorneys.

4 As noted in the budget Staffing Plan, the number of timekeepers expected to work on the matter during the 

Compensation Period was 99, and thus the actual number of timekeepers was 2 fewer than anticipated.

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Schedule 2

Summary of Professional Services Rendered by 

Timekeeper for the Period June 1, 2018 through September 30, 2018

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

PARTNERS

Ashton, Ann M. Litigation – 1980 $759 249.30 $189,218.70

Barak, Ehud BSGR&B6 – 2010 $759 460.80 $349,747.20

Bienenstock, Martin J. BSGR&B – 1978 $759 415.10 $315,060.90

Brenner, Guy Labor & 

Employment – 2002 $759 136.10 $103,299.90

Corn, Richard M. Tax - 2005 $759 18.20 $13,813.80

Dale, Margaret A. Litigation – 1990 $759 244.10 $185,271.90

Faust, Scott A. Labor & 

Employment – 1985 $759 1.80 $1,366.20

Febus, Chantel L. Litigation – 2003 $759 244.40 $185,499.60

Ferrara, Ralph C. Litigation – 1970 $759 221.50 $168,118.50

Firestein, Michael A. Litigation – 1983 $759 182.80 $138,745.20

Gerkis, James P. Corporate – 1984 $759 46.90 $35,597.10

 5 In the ordinary course of business, the standard hourly billing rates for Proskauer professionals and 

paraprofessionals are adjusted annually as of the commencement of the firm’s fiscal year on November 1 to reflect 

economic and other conditions and apply to matters in and out of bankruptcy cases. Pursuant to the Appendix B 

Guidelines, “rate increases” “exclude annual ‘step increases’ historically awarded by the firm in the ordinary course 

to attorneys throughout the firm due to advancing seniority and promotion.” Appendix B Guidelines ¶ B.2.d, n.2. 

Annual step increases are awarded by Proskauer in the ordinary course throughout the firm on May 1. Proskauer’s 

November 25, 2016 engagement letter with the Oversight Board (a copy of which is available on the Oversight 

Board’s website at https://oversightboard.pr.gov/documents/) (the “Engagement Letter”) provides that Proskauer’s 

rates will be increased on January 1 (rather than on November 1) by the lower of the percentage rate increase 

announced as of November 1 and four percent. Because Proskauer’s fees under the Engagement Letter are a blended 

rate (currently $759) for all attorneys and another, lower blended rate (currently $260) for all paraprofessionals, no 

annual step increases will be applicable to the rates charged in this matter. As detailed in the Second Interim 

Application, Proskauer’s rates under the Engagement Letter increased from $730 per hour for attorneys and $250 

per hour for paraprofessionals to $759 per hour for attorneys and $260 per hour for paraprofessionals on January 1, 

2018, during the second interim compensation period. Rates have not increased during this Compensation Period.

6 Business Solutions, Governance, Restructuring & Bankruptcy (“BSGR&B”).

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Hamburger, Paul M. Labor & 

Employment – 1985 $759 15.10 $11,460.90

Hamilton, Martin T. Tax – 2004 $759 1.70 $1,290.30

Harris, Mark Litigation – 1992 $759 32.00 $24,288.00

Levitan, Jeffrey W. BSGR&B – 1983 $759 187.00 $141,933.00

Martinez, Carlos E. Corporate – 1988 $759 7.20 $5,464.80

Mashberg, Gregg M. Litigation – 1978 $759 140.00 $106,260.00

Mungovan, Timothy W. Litigation – 1994 $759 486.90 $369,557.10

Perra, Kevin J. Litigation – 1995 $759 254.40 $193,089.60

Possinger, Paul V. BSGR&B – 1993 $759 388.70 $295,023.30

Rappaport, Lary Alan Litigation – 1979 $759 111.50 $84,628.50

Ratner, Stephen L. Litigation – 1975 $759 283.50 $215,176.50

Rattner, Andrea S. Tax - 1987 $759 8.50 $6,451.50

Richman, Jonathan E. Litigation – 1984 $759 279.70 $212,292.30

Rosen, Brian S. BSGR&B – 1983 $759 388.10 $294,567.90

Snell, Dietrich L. Litigation – 1983 $759 5.40 $4,098.60

Triggs, Matthew Litigation – 1990 $759 1.40 $1,062.60

Vermal, Ana Litigation – 2001 $759 28.10 $21,327.90

Total for Partners: 4,840.20 $3,673,711.80

SENIOR COUNSEL

Forman, Daniel L. Corporate - 2009 $759 46.20 $35,065.80

Galler, Jonathan A. Litigation –2004 $759 9.20 $6,982.80

Leader, Jordan B. Litigation – 2000 $759 0.30 $227.70

Mittman, Jeremy M. Labor & 

Employment – 2004 $759 13.90 $10,550.10

Total for Senior Counsel: 69.60 $52,826.40

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

ASSOCIATES

Alonzo, Julia D. Litigation – 2009 $759 290.50 $220,489.50

Bargoot, Alexandra V. Litigation – 2016 $759 198.10 $150,357.90

Bowman, Courtney M. Litigation – 2013 $759 26.80 $20,341.20

Chalett, Zachary Litigation – 2017 $759 467.20 $354,604.80

Clark, Brandon C. Litigation – 2014 $759 94.20 $71,497.80

Dalsen, William D. Litigation – 2011 $759 86.80 $65,881.20

Desatnik, Daniel S. BSGR&B – 2016 $759 391.60 $297,224.40

DiGrande, Melissa Litigation– 2017 $759 0.60 $455.40

Esses, Joshua A. Corporate – 2017 $759 166.40 $126,297.60

Fier, Seth D. Litigation – 2006 $759 43.30 $32,864.70

Fiur, Seth Litigation – 2014 $759 11.20 $8,500.80

Friedman, Amelia Litigation – 2013 $759 14.30 $10,853.70

Hayes, Christopher M. BSGR&B – 2013 $759 38.70 $29,373.30

Huffman, James R. Tax – 2017 $759 1.90 $1,442.10

Kim, Mee R. Litigation – 2016 $759 392.60 $297,983.40

Kurland, Zachary R. Corporate – 2009 $759 3.30 $2,504.70

Ma, Steve BSGR&B – 2014 $759 308.70 $234,303.30

Minoru, Ruthanne Tax – 2017 $759 10.20 $7,741.80

Morris, Matthew J. Litigation – 2000 $759 245.40 $186,258.60

Nasser, Sarah M. Corporate – 2017 $759 16.50 $12,523.50

Pellegrino, Nicholas Corporate – 2017 $759 75.00 $56,925.00

Roberts, John E. Litigation – 2009 $759 30.20 $22,921.80

Roche, Jennifer L. Litigation – 2007 $759 44.20 $33,547.80

Rochman, Matthew I. Litigation – 2010 $759 29.10 $22,086.90

Simon, David V. Corporate – 2016 $759 20.80 $15,787.20

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Skellet, Alexandra K. Litigation – 2003 $759 226.60 $171,989.40

Stafford, Laura Litigation – 2012 $759 445.00 $337,755.00

Stevens, Elliot R. BSGR&B – 2018 $759 282.70 $214,569.30

Teng, Pengtao Corporate – 2017 $759 3.70 $2,808.30

Theodoridis, Chris BSGR&B – 2011 $759 191.60 $145,424.40

Webb, Jeramy D. BSGR&B – 2015 $759 81.70 $62,010.30

Wolf, Lucy Litigation – 2017 $759 182.60 $138,593.40

Wolkinson, Rachel O. Litigation – 2006 $759 2.60 $1,973.40

Zajac, Jared BSGR&B – 2009 $759 28.40 $21,555.60

Zerjal, Maja BSGR&B – 2012 $759 355.50 $269,824.50

Total for Associates: 4,808.00 $3,649,272.00

LAW CLERKS

Carino, Elisa Litigation Law Clerk 

– N/A $260 241.70 $62,842.00

Mazurek, Carl Litigation Law Clerk 

– N/A $260 118.30 $30,758.00

Total for Law Clerks: 360.00 $93,600.00

PARAPROFESSIONALS

Antoon, Isaac L. Professional 

Resources – N/A $260 1.70 $442.00

Birnbaum, Esther N. Professional 

Resources – N/A $260 3.20 $832.00

Chernus, Eric R. Professional 

Resources – N/A $260 12.20 $3,172.00

Cooper, David C. Corporate

Paralegal – N/A $260 144.80 $37,648.00

Cupplo, Sherri Professional 

Resources – N/A $260 0.50 $130.00

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Geary, Laura M. Litigation 

Paralegal – N/A $260 160.20 $41,652.00

Giarrusso, Paul V. Professional 

Resources – N/A $260 0.60 $156.00

Giddens, Magali BSGR&B 

Paralegal – N/A $260 232.30 $60,398.00

Golinder, Olia A. Litigation 

Paralegal – N/A $260 13.80 $3,588.00

Healy, Allen F. Professional 

Resources – N/A $260 1.00 $260.00

Henderson, Laurie A. Professional 

Resources – N/A $260 2.80 $728.00

Hernandez, Jesus Professional 

Resources – N/A $260 0.20 $52.00

Ike, Yvonne O. Professional 

Resources – N/A $260 9.90 $2,574.00

Klock, Joseph Professional 

Resources – N/A $260 0.70 $182.00

Lavine, Judy Professional 

Resources – N/A $260 2.20 $572.00

Lopez, Anthony Professional 

Resources – N/A $260 0.50 $130.00

Miller, Tiffany Labor & 

Employment

l l /

$260 218.60 $56,836.00

Monforte, Angelo Litigation 

Paralegal – N/A $260 307.80 $80,028.00

Peterson, Cathleen P.

Professional 

Resources – N/A $260 3.00 $780.00

Petrov, Natasha BSGR&B 

Paralegal – N/A $260 51.20 $13,312.00

Sherman, Tayler M. Litigation 

Paralegal – N/A $260 87.70 $22,802.00

Silvestro, Lawrence T. Litigation 

Paralegal – N/A $260 367.80 $95,628.00

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NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Tarrant, Christopher M. BSGR&B 

Paralegal – N/A $260 195.90 $50,934.00

Urias, Gabriela A. Litigation 

Paralegal – N/A $260 14.50 $3,770.00

Winkelspecht, Michael J.

Professional 

Resources – N/A $260 41.00 $10,660.00

Wizner, Eamon Litigation 

Paralegal – N/A $260 41.90 $10,894.00

Wolf, Joseph P. Litigation 

Paralegal – N/A $260 112.30 $29,198.00

Yang, Meesun

Professional 

Resources – N/A $260 19.60 $5,096.00

Totals for Paraprofessionals: 2,047.90 $532,454.00

PROFESSIONALS

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Attorneys, Law Clerks, and 

Paraprofessional Totals: 12,125.70 $8,001,864.20

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Schedule 3

Summary of Professional Services Rendered by Project 

Category for the Period June 1, 2018 through September 30, 2018

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT

201

Tasks Relating to the Board, its 

Members, its Staff, its Advisors or its 

Consultants

604.70 $458,119.00

202 Legal Research 375.50 $251,721.20

203 Hearings and Other Non-Filed 

Communications with the Court 279.80 $195,901.20

204 Communications with Claimholders 444.90 $337,230.00

205

Communications with the Commonwealth, 

its Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

155.50 $118,024.50

206 Documents Filed on Behalf of the Board 3,096.50 $2,322,449.20

207 Non-Board Court Filings 472.40 $354,609.50

208 Stay Matters 674.60 $496,253.00

209 Adversary Proceeding 55.20 $41,198.20

210 Analysis and Strategy 1,987.00 $1,382,235.30

211 Non-Working Travel Time 117.10 $88,878.90

212 General Administration 1,674.60 $454,906.90

213 Labor, Pension Matters 180.90 $132,462.80

214 Legal/Regulatory Matters 18.10 $13,488.40

215 Plan of Adjustment and Disclosure Statement 803.90 $577,974.60

216 Confirmation 171.40 $128,645.50

217 Tax 18.10 $13,737.90

218 Employment and Fee Applications 399.20 $210,378.40

219 Appeal 593.90 $421,828.10

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PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT

220 Fee Applications for Other Parties 2.40 $1,821.60

Total for All Project Categories: 12,125.70 $8,001,864.20

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Schedule 4

Summary of Actual and Necessary Expenses Incurred 

for the Period June 1, 2018 through September 30, 2018

EXPENSE CATEGORY AMOUNTS

Airplane $19,469.42 

Dinner Voucher/SWeb $2,345.75 

Filing and Court Costs $250.00 

Food Service/Conf. Dining $8,247.25 

Lexis/ Westlaw $114,101.00 

Litigation Support/Docketing $8,445.62 

Local Meals $188.31 

Lodging $11,273.43 

Messenger/Delivery $1,017.96 

Other Database Research $462.40 

Out of Town Meals $996.92 

Out of Town Transportation $1,863.07 

Outside Reproduction $297.00 

Practice Support Vendors $36,382.60 

Printing, Binding, etc. $2,802.60 

Reproduction $13,193.10 

Taxi, Carfare, Mileage and Parking $1,773.62 

Taxicab/Car Service $1,178.53 

Telephone $2,211.18 

Transcripts & Depositions $2,040.60 

Total: $228,540.36

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Schedule 5

Blended Rate Chart

CATEGORY OF 

TIMEKEEPER

BLENDED HOURLY RATE

BILLED 

Domestic offices in which timekeepers 

collectively billed at least 10% of 

the hours to the bankruptcy case 

during the application period, for 

preceding year, excluding bankruptcy

BILLED

In this fee application7

Partners $1,153 $759

Senior Counsel $978 $759

Associates (7 or more years 

since first admission) $879 $759

Associates (4-6 years since 

first admission) $824 $759

Associates (1-3 years since 

first admission) $685 $759

Law Clerks $545 $260

Paraprofessionals $301 $260

Other $472 $260

All Timekeepers 

Aggregated: $854 $660

 7 As explained in more detail herein and in the Engagement Letter, in connection with its representation of the Oversight Board, 

both inside and outside of Title III, Proskauer agreed to a custom fee arrangement, whereby (a) prior to January 1, 2018, partners, 

counsel, and associates were billed at $730 per hour, and all other staff were billed at $250 per hour, and (b) as of January 1, 

2018, partners, counsel, and associates are billed at $759 per hour, and all other staff are billed at $260 per hour.

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Estimated Hearing Date: March 13, 2019 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: December 7, 2018 at 4:00 p.m. (Atlantic Standard Time)

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

PROMESA

Title III

Case No. 17 BK 3283-LTS

(Jointly Administered)

FOURTH INTERIM FEE APPLICATION OF PROSKAUER 

ROSE LLP FOR COMPENSATION FOR SERVICES RENDERED 

AND REIMBURSEMENT OF EXPENSES INCURRED AS ATTORNEYS FOR

THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO 

RICO, AS REPRESENTATIVE OF THE DEBTOR, THE COMMONWEALTH OF 

PUERTO RICO, FOR THE PERIOD JUNE 1, 2018 THROUGH SEPTEMBER 30, 2018

Proskauer Rose LLP (“Proskauer”), attorneys for the Financial Oversight and Management 

Board for Puerto Rico (the “Oversight Board”) as representative of the Commonwealth of Puerto 

Rico (the “Debtor” or “Commonwealth”) pursuant to section 315(b) of the Puerto Rico Oversight, 

Management, and Economic Stability Act (“PROMESA”),

2 hereby submits this fourth interim 

application (the “Application”),3 pursuant to PROMESA sections 316 and 317, Rule 2016 of the 

 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.)

2 PROMESA has been codified in 48 U.S.C. §§ 2101-2241.

3 The Application solely pertains to fees and expenses incurred with respect to the Debtor’s Title III Case and does 

not address fees or expenses incurred with respect to other services performed for the Oversight Board (a) on behalf 

of other Title III debtors, or (b) outside the Title III process.

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2

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), 4 Rule 2016-1 of the Local 

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

Rules”), and the United States Trustee Guidelines for Reviewing Applications for Compensation 

and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 

Cases issued by the Executive Office for the United States Trustee, 28 CFR Part 58, Appendix B 

(the “Guidelines”), and in accordance with this Court’s Second Amended Order Setting Procedures 

for Interim Compensation and Reimbursement of Expenses of Professionals [ECF No. 3269] (the 

“Interim Compensation Order”), for (a) allowance of interim compensation for professional 

services performed by Proskauer for the period commencing June 1, 2018 through and including 

September 30, 2018 (the “Compensation Period”) in the amount of $8,001,864.20, $7,739,402.00 

of which represents fees earned outside of Puerto Rico and $262,462.20 of which represents fees 

earned in Puerto Rico; and (b) reimbursement of its actual and necessary expenses in the amount 

of $228,540.36 incurred during the Compensation Period. In support of the Application, Proskauer 

respectfully avers as follows:

Jurisdiction

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

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

2. Venue is proper in this district pursuant to PROMESA section 307(a). 

3. The statutory predicates for the relief requested herein are PROMESA sections 316 

and 317.

 4 The Bankruptcy Rules are made applicable to the Debtor’s Title III Case pursuant to PROMESA section 310.

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Background

4. On June 30, 2016, the Oversight Board was established under PROMESA section 

101(b). On August 31, 2016, President Obama appointed the Oversight Board’s seven voting 

members.

5. Pursuant to PROMESA section 315, “[t]he Oversight Board in a case under this 

subchapter is the representative of the debtor” and “may take any action necessary on behalf of the 

debtor to prosecute the case of the debtor, including filing a petition under section [304] of 

[PROMESA] . . . or otherwise generally submitting filings in relation to the case with the court.” 

PROMESA § 315(a), (b).

6. On September 30, 2016, the Oversight Board designated the Debtor as a “covered 

entity” under PROMESA section 101(d).

7. On November 25, 2016, the Oversight Board retained Proskauer at substantial 

discounts to its normal hourly rates, as shown by the Engagement Letter and by Schedule 5 above.

8. On May 3, 2017, the Oversight Board issued a restructuring certification pursuant 

to PROMESA sections 104(j) and 206 and filed a voluntary petition for relief for the 

Commonwealth pursuant to PROMESA section 304(a), commencing a case under title III thereof 

(the “Debtor’s Title III Case”). Pursuant to PROMESA section 315(b), the Oversight Board is the 

Debtor’s representative in the Debtor’s Title III Case.

9. Background information regarding the Debtor and its instrumentalities, and the 

commencement of the Debtor’s Title III Case, is contained in the Notice of Filing of Statement of 

Oversight Board in Connection with PROMESA Title III Petition [ECF No. 1], attached to the 

Commonwealth’s Title III petition.

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10. On December 15, 2017, Proskauer filed the First Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

Incurred as Attorneys for the Financial Oversight and Management Board for Puerto Rico, as

Representative of the Debtor, the Commonwealth of Puerto Rico, for the Period May 3, 2017 

through September 30, 2017 [ECF No. 2068] (the “First Interim Application”). 

11. On April 9, 2018, Proskauer filed the Second Interim Fee Application of Proskauer 

Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

Attorneys for the Financial Oversight and Management Board for Puerto Rico, as Representative 

of the Debtor, the Commonwealth of Puerto Rico, for the Period October 1, 2017 through January 

31, 2018 [ECF No. 2868] (the “Second Interim Application”). 

12. On July 16, 2018, Proskauer filed the Third Interim Fee Application of Proskauer 

Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

Attorneys for the Financial Oversight and Management Board for Puerto Rico, as Representative 

of the Debtor, the Commonwealth of Puerto Rico, for the Period February 1, 2018 through May 

31, 2018 [ECF No. 3588] (the “Third Interim Application”). 

13. On July 20, 2018, Proskauer served on the Notice Parties (as defined in the Interim 

Compensation Order) its fourteenth monthly fee statement for the period June 1, 2018 through June 

30, 2018. On September 4, 2018, Proskauer served on the Notice Parties its fifteenth monthly fee 

statement for the period July 1, 2018 through July 31, 2018. On September 24, 2018, Proskauer 

served on the Notice Parties its sixteenth monthly fee statement for the period August 1, 2018

through August 31, 2018. On October 4, 2018, Proskauer served on the Notice Parties its 

seventeenth monthly fee statement for the period September 1, 2018 through September 30, 2018.

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14. In accordance with the Interim Compensation Order and as reflected in the foregoing 

summary, Proskauer has requested an aggregate payment of $7,430,218.14 (payment of ninety 

percent (90%) of the compensation sought and reimbursement of one-hundred percent (100%) of 

expenses incurred) and has received $7,430,218.14 with respect to fee statements filed during the 

Compensation Period.

Summary of Services Rendered by Proskauer During the Compensation Period

15. This Application is Proskauer’s fourth for interim compensation in the Debtor’s 

Title III Case. Proskauer has continued its representation of the Oversight Board to carry out its 

statutory missions of restoring fiscal responsibility and reacquiring market access. This has 

involved legal representation and advocacy on multiple fronts, including without limitation, (a) 

defending the Oversight Board (for itself or as representative of a Title III debtor) in over seventy 

lawsuits brought mostly by creditors, but also by the government or legislature in two instances, (b) 

formulating confirmable debt restructurings, (c) negotiating resolutions of debt and other issues, 

and (d) counselling the Oversight Board on the carrying out of its duties to restructure debt and 

spearhead economic growth. The Compensation Period (which ended September 30, 2018) 

continued and manifested significant progress achieved during the first, second, and third interim 

compensation periods. In the first interim period, Proskauer transitioned the Commonwealth and 

certain of its instrumentalities to Title III, and, among other things, proposed and negotiated a 

mechanism to resolve the Commonwealth-COFINA dispute over which entity owns billions of 

dollars of sales and use tax revenues, and successfully defended against attempts by creditors to (a) 

seize the toll revenues HTA needed to maintain the Commonwealth’s transportation system and (b) 

seize PREPA and its revenues by putting PREPA in the hands of a receiver. In the second interim 

period, in the face of the devastation wrought by Hurricanes Irma and Maria, Proskauer worked 

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with the Oversight Board’s officers and other professionals to assess the situation, take actions to 

ensure the provision of basic services, and reformulate restructuring initiatives to reflect the 

changing economic landscape. Proskauer also successfully defended against numerous creditor 

efforts to enjoin the Oversight Board from proceeding toward a plan of adjustment based on the 

certified fiscal plan and to seize many revenue streams. In the third interim period, Proskauer 

secured emergency authorization for the Commonwealth to lend $300 million to PREPA on a 

superpriority basis, despite significant opposition by creditor groups, and continued its leading role 

in assisting the Oversight Board with the development, certification, and defense of revised fiscal

plans that provide the blueprint for Puerto Rico’s future prosperity and fiscal responsibility.

Proskauer also successfully defended against numerous creditor efforts to delay or frustrate the 

debtors’ restructurings during these periods. 

16. In this Compensation Period, Proskauer built on these important achievements and 

initiated restructuring negotiations, some of which have already shown substantial progress. 

Proskauer took the Commonwealth-COFINA settlement that emerged from the mechanism the 

Oversight Board proposed at the outset of the Commonwealth Title III case, and, through 

negotiations, transformed it into a consensual Title III plan of adjustment for COFINA. Without 

finalizing the Commonwealth-COFINA dispute there was no way of knowing what revenues the 

Commonwealth would have for its fiscal plans, budgets, and plan of adjustment. Likewise, 

Proskauer represented the Oversight Board as the Administrative Supervisor in the Title VI 

qualifying modification resolving debt of the Government Development Bank for Puerto Rico 

(“GDB”). Simultaneously, Proskauer has represented the Oversight Board in negotiations seeking 

to restructure a major portion of PREPA’s debt. COFINA and GDB alone account for over $20 

billion of the $74 billion of bond debt in need of restructuring. PREPA accounts for over $9 billion 

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more. Thus, substantial progress is being made. Additionally, Proskauer vigorously protected the 

Oversight Board’s fiscal plan and budgetary powers, as well as the certified fiscal plan and budget

themselves, in adversary proceedings commenced by the Governor and Legislature challenging the 

Oversight Board’s authority. Proskauer also drafted appellate briefs and presented oral arguments 

before the First Circuit defending ordersin this Court and protecting HTA and PREPA from creditor 

attempts to seize their revenues, and worked with several of the Title III Debtors and their related 

advisors in opposing a multitude of motions seeking to terminate the automatic stay.

17. Proskauer’s notable undertakings during this Compensation Period, in furtherance 

of the Oversight Board’s mandate to return fiscal responsibility and access to capital markets to 

Puerto Rico include, among others: 

• Commonwealth-COFINA Dispute Resolution. During the Compensation Period, 

Proskauer furthered the Oversight Board’s important role in driving a resolution to the 

Commonwealth-COFINA dispute. Since before even the commencement of the Title III 

cases, the dispute centered on whether the Commonwealth or COFINA owns the disputed 

pledged sales tax revenue. The dispute has been an overarching and gating issue, the 

resolution of which is one of the keys to Puerto Rico’s overall restructuring. During the 

Compensation Period, Proskauer devoted a large amount of resources and hours to

settling the dispute, including researching, formulating and drafting pleadings that will 

resolve the dispute once and for all. These pleadings included (i) a Rule 9019 settlement 

motion between the Commonwealth and COFINA (the “Settlement Motion”); (ii) a 

disclosure statement for COFINA; (iii) a plan of adjustment for COFINA; and (iv) a 

motion to approve the disclosure statement. The Settlement Motion and the consensual 

resolution to the dispute it embodies are the culmination of over a year of negotiations 

and litigation relating to the Commonwealth-COFINA dispute. They form a key 

milestone in the Debtor’s Title III Case and in the overall economic recovery of the 

island. 

• Certification and Defense of Fiscal Plans and Budgets. Proskauer played an instrumental 

and substantive role in the development and defense of new and revised fiscal plans and 

budgets for the Commonwealth and its instrumentalities, recertified to account for 

ongoing economic and fiscal developments in Puerto Rico. While the Oversight Board 

worked closely with the Commonwealth in trying to certify plans and budgets submitted 

by the Puerto Rican government, it ultimately rejected the fiscal plans and budgets 

proposed by the Governor as noncompliant with PROMESA and developed and certified 

several of its own fiscal plans and budgets. Proskauer assisted the Oversight Board in 

this regard, working with the Oversight Board’s financial advisors to rigorously analyze 

data, assess the economic and structural impact of proposed fiscal plans, and ultimately 

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assist the Oversight Board in drafting and certifying fiscal plans and budgets that will 

help achieve PROMESA’s purpose of instilling fiscal responsibility and restoring the 

island’s access to capital markets. When the Governor and the Legislature challenged 

the Oversight Board’s certified Commonwealth fiscal plan by commencing adversary 

proceedings, Proskauer worked on a very short deadline to research and draft responses 

to these complaints. The Court adopted many of the positions Proskauer presented in its 

briefs and dismissed the majority of the counts in the Governor’s case and the entirety of 

the Legislature’s complaint. Proskauer’s successes in these cases will be instrumental in 

ensuring the Oversight Board has the authority it needs to fulfill its statutory mandate to 

restore economic growth to the island of Puerto Rico.

• Defense of GDB Restructuring. For decades, the Government Development Bank for 

Puerto Rico (“GDB”) provided the Commonwealth and its instrumentalities with billions 

of dollars in financial support during periods of economic distress. Proskauer assisted 

the Oversight Board, in its capacity as Administrative Supervisor, in overseeing the 

consensual modification of GDB’s bonded debt pursuant to PROMESA Title VI. While 

the Title VI case was awaiting approval, the Official Committee of Unsecured Creditors

(the “UCC”) commenced a multi-front assault on the GDB restructuring, initiating no 

less than five separate actions to halt the process and stop the modification of GDB’s 

debt. Proskauer expended significant effort opposing the UCC’s challenges to GDB’s 

restructuring. Proskauer’s defense of the UCC’s derivative standing motion was of 

particular importance. The UCC sought to usurp the Oversight Board’s role as the sole 

representative of the Commonwealth and to assert the purported rights of the 

Commonwealth against GDB. The UCC’s actions were resolved by a stipulation that 

increased the Commonwealth’s recoveries from the GDB Title VI case while at the same 

time resulting in the UCC’s various actions being withdrawn with prejudice. 

• UCC’s Rule 2004 Motion. Proskauer continued its defense against the renewed motion 

by the UCC seeking to undertake an expansive discovery program pursuant to Rule 2004. 

Following Judge Dein’s order affirming the Oversight Board’s position that a wholesale 

production of documents relating to the development of fiscal plans was unwarranted and 

would be counterproductive, the Oversight Board’s independent investigator released its 

comprehensive report pursuant to PROMESA section 104(o). During the Compensation 

Period, Proskauer worked with the various interested stakeholders in an attempt to 

resolve the pending issues related to this massive discovery process. 

18. In addition to the above, one of Proskauer’s primary roles has been the defense of 

the Title III debtors’ interests in numerous, multi-billion-dollar adversary proceedings and 

contested matters brought by various bondholders and monoline insurers. Such matters seek, 

among other things, to enjoin the Oversight Board from (i) enforcing fiscal plans and budgets, 

(ii) consummating a Title VI restructuring, and (iii) proposing a plan of adjustment consistent with 

the Commonwealth’s certified fiscal plan. Other matters also seek to compel turnovers of billions 

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of dollars of revenues critical to the Commonwealth’s viability and the provision of public services 

on the island in the wake of the hurricanes. Proskauer has defended against these challenges and 

raised numerous legal issues, many of first impression, involving, among other things, creditor 

challenges to the constitutionality of various PROMESA provisions, the correct interpretation of 

various sections of PROMESA and the Bankruptcy Code, and the validity of certain creditors’ 

asserted liens. The following is a summary of major litigation matters. Proskauer served as lead 

counsel for the Title III debtors in the following cases:

• Rosello Nevares v. The Financial Oversight and Management Board for Puerto Rico,

Adv. Proc. No. 18-00080: On July 5, 2018, plaintiffs, the Hon. Ricardo Antonio Rosselló 

Nevares, in his official capacity as the Governor of the Commonwealth of Puerto Rico,

and the Puerto Rico Fiscal Agency and Advisory Authority (“AAFAF”), filed a 

complaint (the “Rosselló Complaint”) against the Oversight Board seeking declarations 

that the Oversight Board lacks the authority to impose policy initiatives on the 

Government through certified fiscal plans and/or budgets as well as an injunction against 

the Oversight Board prohibiting them from implementing and enforcing policy 

recommendations contained in a certified fiscal plan or budget. This action threatened 

to substantially curtail the Oversight Board’s authority under PROMESA and 

significantly jeopardize the restructuring of Puerto Rico and the island’s economic and 

fiscal future. 

On July 7, 2018, the Court entered an order drastically shortening the period the 

Oversight Board had to respond to the Rosselló Complaint, giving Proskauer only seven 

(7) days to file an answer or dispositive motion (during which time Proskauer also had 

to respond to the Rivera-Schatz Complaint discussed below). Over the course of the next 

few weeks, Proskauer responded to the Rosselló Complaint, devoting significant time 

and energy to research and draft a motion to dismiss the complaint, while at the same 

time opposing motions to intervene in the proceedings filed by various parties-in-interest. 

On July 12, 2018, Proskauer filed a motion to dismiss the Rosselló Complaint. This 

motion was opposed by plaintiffs, and on July 20, 2018 Proskauer filed a reply in support 

of its motion on a severely truncated timeline. On July 25, 2018, Proskauer argued the 

merits of its motion to dismiss. 

On August 7, 2018, after taking the matter under advisement, the Court issued a ruling 

dismissing most of the claims contained in the Rosselló Complaint and adopting many 

of the positions argued by Proskauer in defense of the Oversight Board’s position. 

Proskauer’s success in this litigation is instrumental in enabling the Oversight Board to 

fulfill its statutory mandate and assist Puerto Rico in achieving prosperity and fiscal 

responsibility once more. 

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Since the Court’s ruling, Proskauer has continued its work in defense of the Oversight 

Board’s statutory powers under PROMESA, in respect of plaintiffs’ urgent motion 

seeking certification of the Court’s August 7, 2018 opinion and order for immediate 

appeal. 

• Rivera-Schatz et al v. The Financial Oversight and Management Board for Puerto Rico 

et al., Adv. Proc. No. 18-00081: On July 9, 2018, plaintiffs, the Hon. Thomas RiveraSchatz, in his official capacity and on behalf of the Senate of Puerto Rico, and the Hon. 

Carlos J. Méndez-Núñez, in his official capacity and on behalf of the House of 

Representatives (collectively, the “Legislative Assembly”), filed a complaint (the 

“Rivera-Schatz Complaint”) against the Oversight Board seeking (i) a declaration the 

Oversight Board overreached its powers by demanding the Legislative Assembly 

approve a bill repealing Law 80 as a condition for the approval of the Commonwealth’s 

budget and (ii) an injunction prohibiting the Oversight Board from implementing its FY 

2018-19 budget and requiring it to instead certify the FY 2018-19 budget approved by 

the Legislative Assembly.

Proskauer was required to respond to the Rivera-Schatz Complaint on a severely 

shortened timeline and at the same time it defended against the Rosselló Complaint. 

Proskauer worked day and night researching responses, formulating arguments in 

defense of the Oversight Board, and drafting a motion to dismiss the Rivera-Schatz 

Complaint (as well as responses to certain motions to intervene filed by various partiesin-interest). On July 18, 2018, Proskauer filed a motion to dismiss the Rivera-Schatz 

Complaint. On July 21, 2018, the Legislative Assembly filed an opposition to the motion 

to dismiss. In the space of two days, Proskauer was required to respond to the 

significantly different arguments raised by the Legislative Assembly’s opposition. The 

merits of the motion to dismiss were argued at a hearing held on July 25, 2018.

On August 7, 2018, the Court issued a ruling dismissing all counts of the Rivera-Schatz 

Complaint and adopting many of the positions argued by Proskauer on behalf of the 

Oversight Board. The same as with the result achieved in the case filed by AAFAF and 

the Governor, Proskauer’s success in disposing of the Rivera-Schatz Complaint is critical

in ensuring the Oversight Board can carry out its statutory mandate and restore Puerto 

Rico’s fiscal responsibility. 

On August 13, 2018 the plaintiffs filed a notice of appeal to the First Circuit. Since that 

date, Proskauer has again taken up the task of defending the Oversight Board. The 

deadline for Proskauer to file its Appellee’s brief is December 14, 2018. 

• Cooperativa de Ahorro y Credito Abraham Rosa, et al. v. Commonwealth of Puerto Rico, 

et al., Adv. Proc. No. 18-00028: On March 22, 2018, plaintiff credit unions (holding 

billions of dollars of debt issued by the Commonwealth), brought an action against the 

Oversight Board, the Commonwealth, and its instrumentalities, among others, seeking 

(i) a declaratory judgment that their claims are nondischargeable on the basis of fraud; 

(ii) the designation of their claims as a separate class in an eventual plan of adjustment; 

(iii) a declaratory judgment that their claims are nondischargeable under PROMESA; 

(iv) damages for breach of contract; (v) remedies available under Commonwealth and 

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federal securities laws and Commonwealth negligence, fiduciary duty, and fraud laws, 

and (vi) unspecified common law damages. Proskauer took the lead in defending the 

Oversight Board’s interest, filing a motion to dismiss the action on August 6, 2018.

• Assured Guaranty Corp., et al. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 

18-00059: On May 24, 2018, plaintiffs filed a complaint alleging the revised fiscal plan

developed and approved by the Oversight Board on April 19, 2018, as well as the

Compliance Law (Act No. 21-2016), the Moratorium Law (Act No. 5-2017), and certain 

Moratorium Orders enacted by the Commonwealth, violate PROMESA and the United 

States Constitution, including the Contracts, Takings, and Due Process Clauses. The 

plaintiffs seek a declaratory judgment the Oversight Board cannot use the revised fiscal 

plan as a basis for proposing a plan of adjustment in the Debtor’s Title III Case. 

Proskauer, working with the other defendants, researched, prepared and filed an urgent 

motion to stay the litigation on June 25, 2018, arguing that the complaint in this adversary 

proceeding is substantially similar, if not identical, to that in Ambac Assurance Corp. v. 

Commonwealth of Puerto Rico, et. al., Adv. Proc. No. 17-00159, in which the Court 

granted a motion to dismiss that is currently on appeal in the First Circuit. The Court 

granted the motion to stay the proceedings pending a decision from the First Circuit.

• Pinto-Lugo, et al. v. United States of America, et al., Adv. Proc. No. 18-00041: On April 

24, 2018 plaintiffs in this case filed a complaint with this Court seeking (i) a declaratory 

judgment that PROMESA is unlawful under various provisions of domestic and 

international law, including the United Nations Charter, the United States Declaration of 

Independence, the United Nations Declaration of Human Rights, and the International 

Covenant of Civil and Political Rights, as well as damages for the violation of these legal 

codes; (ii) a declaratory judgment that PROMESA is unlawful under the Declaration of 

Independence and the First, Fifth, and Fourteenth Amendments of the Constitution, as 

well as damages for the violation of these legal provisions; (iii) a forensic audit of Puerto 

Rico’s public debt; and (iv) an order prohibiting any sale of PREPA. The plaintiffs filed 

an amended complaint on July 26, 2018. The firm led the charge in defending against the 

Pinto-Lugo complaint, expending significant time and effort developing responses to

plaintiffs’ arguments. Proskauer drafted a motion to dismiss plaintiffs’ original 

complaint and was substantially ready to file it when plaintiffs requested, and were 

granted, leave to amend their complaint. Proskauer had to substantially revise its motion 

to dismiss in light of the amended complaint. On August 23, 2018, Proskauer filed a 

motion to dismiss the amended complaint.

• PFZ Properties, Inc. v. Commonwealth of Puerto Rico, Adv. Proc. No. 18-00056: 

Plaintiff in this action, PFZ Properties, Inc. (“PFZ”), is a creditor of the Commonwealth 

of Puerto Rico whose only asset is beachfront land comprising approximately 1,300 acre 

located in the Municipality of Loíza. The Commonwealth commenced eminent domain 

proceedings in 2008, but eventually voluntarily dismissed the proceedings without 

prejudice due to a lack of resources to litigate or pay PFZ. PFZ seeks a declaration that 

the Commonwealth effected a regulatory taking of the property for which the Takings 

Clause of the Fifth Amendment of the U.S. Constitution requires just compensation in 

the amount of $75.55 million. PFZ also seeks interest plus attorney’s fees on account of 

the Commonwealth’s conduct. Proskauer spent considerable time and effort negotiating 

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with PFZ in an attempt to obtain a consensual resolution of this case. Eventually, a 

stipulation was reached with PFZ under which PFZ agreed to dismiss its complaint with 

prejudice, on certain conditions.

• PBJL Energy Corp. v. Puerto Rico Electric Power Authority, Adv. Proc. No. 18-00063: 

On May 29, 2018 plaintiff, a power company focused on renewable energy, filed a breach 

of contract claim against PREPA. The plaintiff claims it executed a contract with PREPA 

on December 20, 2011, pursuant to which PREPA agreed to (i) purchase all of plaintiff’s 

net electricity production, (ii) work together with the plaintiff to develop renewable 

energy projects, and (iii) cooperate in good faith to meet the requirements for establishing 

certain facilities. Plaintiff, alleging PREPA failed to meet its contractual obligations,

seeks damages, as well as specific performance of the contract. In addition, plaintiff 

seeks a declaratory judgment that the contract is a “forward contract” that cannot be 

disallowed or avoided pursuant to Bankruptcy Code section 546(e). The plaintiff 

additionally brings a claim under the Racketeer Influenced Corrupt Organizations Act

seeking treble damages. After researching the issues raised in the complaint, Proskauer 

filed a motion to dismiss the case on October 15, 2018.

• Western Surety Co., et. al. v Puerto Rico Highways and Transportation Authority, Adv. 

Proc. No. 18-00065: On May 30, 2018 plaintiffs filed a complaint alleging they issued 

bonds in connection with public work contracts owned by HTA and have paid bond 

claims that were payable by HTA in relation to those contracts. The plaintiffs seek 

declaratory judgments that (i) funds remitted by HTA to the prime contractors in these 

projects are not property of HTA’s estate in its Title III case, but are instead property of 

plaintiffs, and (ii) plaintiffs have a security interest over “all contract rights and proceeds”

of HTA. Proskauer filed a motion to dismiss the complaint on September 14, 2018.

• Union de Empleados de la Corporacion del Fondo del Seguro del Estado v. Government 

of the United States of America, et al., Adv. Proc. No. 18-00066: On May 30, 2018, 

plaintiffs, two labor unions and a labor association representing approximately 2,950 

Puerto Rican citizens, brought an action seeking declaratory judgments holding that

(i) PROMESA and certain acts taken by the Oversight Board pursuant to PROMESA are 

unconstitutional under the Thirteenth and Fifteenth Amendments of the United States 

Constitution, (ii) that PROMESA violates one or more international agreements on 

human rights, (iii) and that the various defendants in the case should be enjoined from 

pursuing any Title III cases or exercising any authority under PROMESA. Proskauer 

expended considerable effort analyzing the complaint, coordinating with the other 

defendants, and researching and preparing a response to plaintiffs’ allegations. Proskauer 

has drafted and twice had to revise its response to the plaintiffs’ complaint, which has 

been substantially amended two times. The deadline to file an answer to the second 

amended complaint is November 30, 2018.

• Hernandez-Montanez et al. v. Financial Oversight and Management Board for Puerto 

Rico et al., Adv. Proc. No. 18-00090: On July 25, 2018, the leader of the Popular 

Democratic Party Minority in the Puerto Rico House of Representatives filed a complaint 

seeking a declaratory judgment (i) that PROMESA violates the Appointments Clause of 

the United States Constitution, and (ii) that the Oversight Board overstepped its statutory 

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authority by certifying fiscal plans and budgets containing certain provisions. The Court 

issued an order certifying matters arising from the alleged violations of the United States 

Constitution to the Attorney General of the United States. During the Compensation 

Period, Proskauer has researched the issues raised by the plaintiffs and prepared a motion 

to dismiss the complaint, which was filed on October 4, 2018.

19. As part of Proskauer’s involvement in the above matters, Proskauer (a) prepared and 

filed numerous pleadings and briefs in litigation matters; (b) participated in and prepared for 

hearings; (c) researched jurisprudence regarding legal and factual issues, including bankruptcy and 

U.S. Constitutional issues; and (d) performed a myriad of other professional services as described 

in this Application and reflected in Schedule 3 and Exhibit B.

20. By this Application, Proskauer seeks an allowance, pursuant to the Interim 

Compensation Order, of $8,001,864.20 as compensation for professional services rendered, 

$7,739,402.00 of which represents fees earned outside of Puerto Rico and $262,462.20 of which 

represents fees earned in Puerto Rico, and $228,540.36 as reimbursement for actual and necessary 

expenses incurred during the Compensation Period in connection with such professional services. 

Notably, the Application reflects aggregate voluntary reductions made during the Compensation 

Period to Proskauer’s request for compensation and reimbursement of expenses in the amount of 

$238,620.70 and $53,193.59, respectively, on top of the sizeable discount embedded in its 

engagement letter with the Oversight Board, in which it fixed hourly rates at levels providing up to 

45% discounts on the hourly rates of its most senior partners.

21. Proskauer maintains computerized records of the time spent by all Proskauer 

attorneys and paraprofessionals in connection with the firm’s representation of the Oversight Board 

as representative of the Debtor. Subject to redaction where necessary to preserve mediation 

confidentiality, copies of the computerized records for the Compensation Period are attached hereto 

as Exhibit B.

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22. Proskauer’s budget and staffing plan for the Compensation Period is attached hereto 

as Exhibit D.

5

23. Proskauer’s summary of itemized time records for professionals and 

paraprofessionals performing services for the Oversight Board with respect to the Debtor during 

the Compensation Period is set forth on Schedule 2. During the Compensation Period, Proskauer 

billed the Oversight Board for time expended by attorneys based on a set rate of $759 per hour.6 

The professional services performed by Proskauer on behalf of the Oversight Board as 

representative of the Debtor during the Compensation Period required an aggregate expenditure of 

4,909.80 recorded hours by Proskauer’s partners and counsel; 4,808.00 recorded hours by 

associates; 360.00 recorded hours by law clerks, 7 and 2,047.90 recorded hours by 

paraprofessionals. As required by the Guidelines, Exhibit C to this Application shows, for each 

Project Category (as defined below), a list of professionals who performed services in each Project 

Category and the aggregate recorded hours each professional incurred. In accordance with 

Guidelines paragraph C.3, Proskauer’s blended hourly rates are disclosed in Schedules 1 and 5. 

 5 Budgets are only provided for matters Proskauer actually billed time to in a given month. If no time was billed to a given 

matter during the month, no monthly budget has been provided for that matter.

6 In the ordinary course of business, the standard hourly billing rates for Proskauer professionals and paraprofessionals 

are adjusted annually as of the commencement of the firm’s fiscal year on November 1 to reflect economic and other 

conditions and apply to matters in and out of bankruptcy cases. Pursuant to the Appendix B Guidelines, “rate 

increases” “exclude annual ‘step increases’ historically awarded by the firm in the ordinary course to attorneys 

throughout the firm due to advancing seniority and promotion.” Appendix B Guidelines ¶ B.2.d, n.2. Annual step 

increases are awarded by Proskauer in the ordinary course throughout the firm on May 1. Proskauer’s November 

25, 2016 engagement letter with the Oversight Board (a copy of which is available on the Oversight Board’s website 

at https://oversightboard.pr.gov/documents/) (the “Engagement Letter”) provides that Proskauer’s rates will be 

increased on January 1 (rather than on November 1) by the lower of the percentage rate increase announced as of 

November 1 and four percent. Because Proskauer’s fees under the Engagement Letter are a blended rate (currently 

$759) for all attorneys and another, lower blended rate (currently $260) for all paraprofessionals, no annual step 

increases will be applicable to the rates charged in this matter. As detailed in the Second Interim Application, 

Proskauer’s rates under the Engagement Letter increased from $730 per hour for attorneys and $250 per hour for 

paraprofessionals to $759 per hour for attorneys and $260 per hour for paraprofessionals on January 1, 2018, during 

the second interim compensation period. Rates have not increased during this Compensation Period.

7 Law clerks are incoming attorneys who have not yet been admitted or sworn into the bar. Once admitted and sworn 

into the bar, the timing of which varies on an individual- and jurisdictional-basis, such individuals are reclassified 

and billed as associates beginning on the first day of the month following such admission.

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The fees charged by Proskauer, as set forth in Schedule 2, are in accordance with the firm’s existing 

billing rates and procedures in effect during the Compensation Period, as revised to reflect 

Proskauer’s arrangement with the Oversight Board. The standard rates Proskauer charges for the 

services rendered by its professionals and paraprofessionals in these Title III cases have been 

reduced to reflect the unique circumstances of PROMESA and the position of the Commonwealth 

of Puerto Rico, its instrumentalities, and its residents. Schedules 2 and 5 show the rates Proskauer 

charges on an hourly basis are below the competitive market rates for bankruptcy and nonbankruptcy matters charged by the other professionals representing the Commonwealth and 

statutory committees. No Proskauer rates are increased as a result of the geographic location of a 

bankruptcy case.

24. All entries itemized in Proskauer’s time records comply with the requirements set 

forth in the Guidelines, including, without limitation, (a) the utilization of project categories (each 

a “Project Category”), (b) a description of each activity or service that each individual performed, 

and (c) the number of hours (in increments of one-tenth of an hour) spent by each individual 

providing the services. Each Project Category is organized in accordance with Guidelines 

paragraph C.8.b. If a Project Category does not appear in a particular application, Proskauer did 

not bill time or expenses for that Project Category during the Compensation Period, but may bill 

time for that Project Category in the future.

Applicant Statement In Compliance with Appendix B Guidelines Paragraph C.5

25. The following answers are provided in response to the questions set forth in 

Guidelines paragraph C.5:

Question: Did you agree to any variations from, or alternatives to, your standard or 

customary billing rates, fees or terms for services pertaining to this 

engagement that were provided during the application period? If so, please 

explain.

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Response: Yes. As explained in more detail in the Engagement Letter, in connection 

with its representation of the Oversight Board, both inside and outside of 

Title III, Proskauer agreed to a custom fee arrangement, whereby (a) prior 

to January 1, 2018, partners, counsel, and associates were billed at $730 per 

hour, and all other staff were billed at $250 per hour, and (b) as of January 

1, 2018, partners, counsel, and associates are billed at $759 per hour, and all 

other staff are billed at $260 per hour.

Question: If the fees sought in this fee application as compared to the fees budgeted 

for the time period covered by this fee application are higher by 10% or 

more, did you discuss the reasons for the variation with the client?

Response: The total fees sought in this Application did not exceed total budgeted fees.

Question: Have any of the professionals included in this fee application varied their 

hourly rate based on the geographic location of the bankruptcy case?

Response: No.

Question: Does the fee application include time or fees related to reviewing or revising 

time records or preparing, reviewing, or revising invoices? (This is limited 

to work involved in preparing and editing billing records that would not be 

compensable outside of bankruptcy and does not include reasonable fees for 

preparing a fee application.). If so, please quantify by hours and fees.

Response: No, the Application does not include time or fees related to reviewing time 

records or preparing, reviewing or revising invoices in connection with the 

preparation of monthly fee statements. However, the Application does 

include time related to the preparation of monthly fee statements. This work 

is unique and non-duplicative of the firm’s interim application efforts. 

Proskauer expended approximately 66.30 hours for a total charge of 

approximately $48,625.10 in performing activities relating to such 

preparation, or approximately .61% of total fees incurred.

Question: Does this fee application include time or fees for reviewing time records to 

redact any privileged or other confidential information? If so, please 

quantify by hours and fees.

Response: No time was spent redacting time records on account of privilege concerns. 

However, the Application does include time related to reviewing time 

records to redact time entries pursuant to Court-ordered mediation

confidentiality.

Question: If the fee application includes any rate increases since retention: (i) Did your 

client review and approve those rate increases in advance? (ii) Did your 

client agree when retaining the law firm to accept all future rate increases? 

If not, did you inform your client that they need not agree to modified rates 

or terms in order to have you continue the representation, consistent with 

ABA Formal Ethics Opinion 11-458?

Response: The Engagement Letter agreed to in advance by the Oversight Board 

provides that Proskauer’s rates will be increased on January 1 (rather than 

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on November 1, the beginning of Proskauer’s fiscal year) by the lower of 

the percentage rate increase announced as of November 1 and four percent. 

Proskauer’s rates with respect to its representation of the Oversight Board 

were increased by four percent on January 1, 2018. Rates have not increased 

during this Compensation Period.

Hearings and Conferences

26. Proskauer attorneys attended hearings and participated in numerous teleconferences 

with the Oversight Board, the Oversight Board’s other professional advisors, AAFAF and its 

professional advisors, the Unsecured Creditors’ Committee and its professional advisors, the 

Official Committee of Retired Employees and its professional advisors, and the Debtor’s creditors

and their professional advisors. Proskauer attorneys also participated in internal meetings and 

conferences. The Debtor’s Title III Case poses complex, often interrelated issues that frequently 

require the attendance of more than one professional at hearings and conferences. This facilitates 

the sharing of information among professionals handling different but related work streams and 

possessing different areas of expertise that is brought to bear on a multitude of issues. Having more 

than one Proskauer attorney participate in hearings and conferences is often essential when one 

attorney is not handling every issue, and is beneficial to the Oversight Board when attendance by 

more than one attorney (telephonic and/or in-person) reduces the need for internal de-briefing 

meetings and therefore allows Proskauer to represent the Debtor in a more cost-efficient manner 

that avoids unnecessary duplication and expense. Proskauer limits multiple participation to the 

most critical work streams for which attendance by more than one professional is actually necessary

to provide efficient and appropriate representation for the Debtor.

27. The Court and the Fee Examiner have identified certain presumptive standards 

applicable to the Fee Examiner’s review of fee applications filed in the Title III cases. Under these 

standards, fees and expenses incurred by timekeepers for attending hearings in which at least one 

professional anticipates a speaking role, other than fees and expenses related to (i) those with 

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meaningful speaking roles and (ii) one additional timekeeper per speaker, are presumed noncompensable. Likewise, for monitoring hearings (whether in person or by telephone) in which the 

professional has no meaningful speaking role, fees and expenses incurred by any more than one 

timekeeper per professional are presumed to be non-compensable. During the Compensation 

Period (June 2018 through September 2018), Proskauer continued to strive to staff hearings and 

events efficiently and leanly, utilizing timekeepers with actual or potential speaking roles, necessary 

supporting timekeepers, and, in some instances, additional timekeepers for the purposes of 

monitoring strategic issues. During the relevant time period, Proskauer staffed the following 

hearings as follows:

• June 5, 2018 oral argument to the First Circuit in Peaje. Three timekeepers invoiced 

efforts in connection with attending this event: (1) Jeffrey W. Levitan presented oral 

argument; (2) John E. Roberts provided strategic advising and logistical support to Mr. 

Levitan; and (3) Lucy Wolf provided additional logistical and organizational support to 

Mr. Levitan. Given the scope of the arguments presented and the significance of the 

issues under discussion, it is Proskauer’s position that the variance from the presumptive 

standard – one additional supporting timekeeper – is justified. Ms. Wolf’s supporting 

role was not duplicative of Mr. Roberts’ strategic advising role, and she had played a 

lead role in preparing the supporting materials relevant to the hearing.

• June 5, 2018 oral argument to the First Circuit in the PREPA Receiver Motion 

Appeal. Five timekeepers invoiced efforts in connection with attending this event: (1) 

Martin J. Bienenstock presented the oral argument; (2) John E. Roberts provided strategic 

advising and logistical support to Mr. Bienenstock; (3) Lucy Wolf provided additional 

logistical and organizational support to Mr. Bienenstock. Additionally, Jeffrey W. 

Levitan, who had presented argument to the First Circuit earlier in the day in the Peaje

matter, invoiced for monitoring a portion of the oral argument, and Michael A. Firestein 

invoiced efforts for telephonically monitoring a portion of the oral argument. Given the 

scope of the arguments presented and the significance of the issues, it is Proskauer’s 

position that the variance from the presumptive standard – three additional supporting 

timekeepers – is justified. Ms. Wolf’s supporting role was not duplicative of Mr. 

Roberts’ strategic advising role, and she had played a lead role in preparing the 

supporting materials relevant to the hearing. Mr. Levitan’s attendance efforts were 

minimal (0.70 hours) and were directly related to monitoring the First Circuit’s handling 

of issues overlapping with his role in the Peaje matter. Mr. Firestein billed minimal 

efforts to telephonically monitor a portion of the hearing (0.60 hours) for purposes of 

assessing broader strategic issues. Had the monitoring timekeepers not attended a 

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portion of the hearing telephonically, each timekeeper would have incurred additional 

time reviewing the transcript of this proceeding.

• June 6, 2018 omnibus hearing. Four timekeepers invoiced efforts in connection with 

attending this event: (1) Brian S. Rosen played a meaningful speaking role during the 

hearing; (2) Timothy W. Mungovan also played a meaningful speaking role during the 

hearing; (3) Ehud Barak provided strategic support during the event; and (4) Paul 

Possinger provided additional strategic support during the hearing. Proskauer’s staffing 

of this event -- two speakers and one supporting timekeeper per speaker -- complies with 

the presumptive standards.

• June 11, 2018 hearing in the Altair v. US matter before the Court of Federal 

Claims. One timekeeper invoiced monitoring efforts in connection with the contested 

hearing in this related proceeding involving the same bondholders as the ERS matter 

(Williams D. Dalsen). Proskauer’s staffing of this event -- one monitoring timekeeper -

- complies with the presumptive standards.

• June 18, 2018 hearing on UCC’s renewed Rule 2004 motion. Two timekeepers 

invoiced efforts in connection with attending this event: (1) Timothy W. Mungovan 

played a meaningful speaking role during the hearing; (2) Margaret A. Dale provided 

strategic and logistical support to Mr. Mungovan. Proskauer’s staffing of this event --

one speaker and one supporting timekeeper per speaker -- complies with the presumptive 

standards.

• July 25, 2018 omnibus hearing. Four timekeepers undertook meaningful speaking roles 

during this event: (1) Martin J. Bienenstock; (2) Paul Possinger; (3) Brian S. Rosen; and 

(4) Margaret A. Dale. The speaking timekeepers were supported in person by Timothy 

W. Mungovan and Ehud Barak, and telephonically by Jeffrey W. Levitan and Daniel 

Desatnik. Four additional timekeepers invoiced minimal efforts to telephonically 

monitor portions of the proceedings: (1) Ralph C. Ferrara (1.60 hours); (2) Elliot Stevens 

(1.70 hours); (3) Guy Brenner (1.30 hours); and (4) Chris Theodoridis (0.90 

hours). Given the scope of the hearing and the myriad of actual and potential issues 

under discussion, it is Proskauer’s position that the efforts of the additional timekeepers 

beyond the presumptive standards -- four additional timekeepers -- were reasonable, 

necessary, and justified. The additional monitoring efforts were minimal and tailored to 

inform strategic issues across other related matters.

• September 13, 2018 omnibus hearing. Seven timekeepers invoiced speaking, support, 

and monitoring efforts in connection with this event: (1) Martin J. Bienenstock provided 

a meaningful speaking role during the hearing; and (2)-(7) Paul Possinger (2.90 hours), 

Daniel Desatnik (2.90 hours), Michael A. Firestein (2.90 hours), Jeffrey W. Levitan (2. 

30 hours), Ralph C. Ferrara (0.90 hours), and Steve Ma (0.70 hours) each monitored the 

hearing or a portion thereof. It is Proskauer’s position that the efforts of the additional 

timekeepers beyond the presumptive standard (which appears to allow for two of the 

seven total timekeepers) were reasonable and necessary, and justified under the 

circumstances given the scope and breadth of the hearing and issues under 

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discussion. For example, the additional timekeepers monitored the hearing in real time 

(rather than waiting several days to review the hearing transcript) for purposes of 

informing and shaping strategic considerations across all matters. In fact, it would have 

been counterproductive and wasteful for the additional timekeepers to await the hearing 

transcript; their real-time ingestion of how the court and counsel addressed certain issues 

affected strategic issues contemporaneously facing each timekeeper.

28. In summary, Proskauer remains committed to staffing hearings and events with a 

minimal amount of necessary timekeepers. In each instance during the Compensation Period where 

Proskauer’s attendance activities exceeded the presumptive standards adopted by the Court, such 

variances were necessary and justified under the circumstances.

Professionals Billing Fewer Than Five Hours per Month

29. The following chart indicates, solely with respect to the Debtor’s Title III Case, 

(a) professionals who billed fewer than five hours per month, (b) the months for which fewer than 

five hours were billed by the professional, and (c) an explanation of why the use of such professional 

was reasonable and necessary. As a general matter, because of the size and complexity of the 

Debtor’s Title III Case, it was reasonable and necessary to consult with professionals with specific 

practice area expertise to assist Proskauer’s core restructuring professionals in providing the Debtor

with necessary and beneficial professional services. Moreover, it was often necessary to consult 

with professionals more familiar with other aspects of the restructuring of Puerto Rico and with 

specific adversary proceedings to deal with global strategic issues and ensure that positions taken 

by the Oversight Board are consistent across all the Title III cases. Furthermore, occasionally the 

urgency of certain briefing schedules requires pulling in professionals from different work streams 

to assist on time-sensitive matters.8

 8 Many of the professionals listed below have billed substantially more time on other matters related to Proskauer’s 

representation of the Oversight Board, including matters within and without PROMESA Title III.

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Professional

Month(s) in 

which less 

than 5 

hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Antoon, Isaac L. August Mr. Antoon is an eDiscovery project manager at Proskauer 

who assisted with various document production issues.

Bowman, 

Courtney, M. June

Ms. Bowman is an associate in Proskauer’s litigation 

department who analyzed pleadings and advised on

litigation strategy in the PFZ Properties adversary 

proceeding.

Birnbaum, Esther 

N. September Ms. Birnbaum is an eDiscovery staff attorney at Proskauer who assisted with various document production issues.

Clark, Brandon C. August

Mr. Clark is an associate in Proskauer’s litigation 

department who analyzed pleadings and advised on the 

litigation strategy in the Rosello adversary proceeding. 

Corn, Richard M. July, August

Mr. Corn is a partner in Proskauer’s tax department who 

advised on tax-exempt bond issues and tax disclosures in 

connection with the development of the Debtor’s plan of 

adjustment.

Cupplo, Sherri June

Ms. Cupplo is a research specialist in Proskauer’s library 

department who assisted with legal research on various 

issues.

DiGrande, Melissa June

Ms. DiGrande is an associate in Proskauer’s litigation 

department who advised on the litigation strategy in 

various adversary proceedings involving the Debtor.

Faust, Scott A. August

Mr. Faust is a partner in Proskauer’s labor & employment 

department who advised on labor contract issues in the 

UPR adversary proceeding. 

Fiur, Seth June

Mr. Fiur is an associate in Proskauer’s litigation

department who assisted with providing legal analysis in 

the Appointment Clause litigation. 

Friedman, Amelia July, August

Ms. Friedman is an associate in Proskauer’s litigation 

department who analyzed pleadings and advised on

litigation strategy in the APRUM adversary proceeding.

Galler, Jonathan A. June -

September

Mr. Galler is a senior counsel in Proskauer’s litigation 

department who advised on the dispositive motion in the 

Cooperativas adversary proceeding and on various 

discovery-related issues.

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Professional

Month(s) in 

which less 

than 5 

hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Gerkis, James P. September

Mr. Gerkis is a partner in Proskauer’s corporate 

department who advised on disclosure issues in connection 

with the development of the Debtor’s plan of adjustment.

Giarrusso, Paul V. June

Mr. Giarrusso is an eDiscovery project manager at 

Proskauer who assisted with various document production

issues.

Golinder, Olia A. July

Ms. Golinder is a paralegal in Proskauer’s litigation 

department who assisted with various case management 

related tasks.

Hamburger, Paul 

M.

July -

September

Mr. Hamburger is a partner in Proskauer’s labor & 

employment department who advised on pension-related 

issues in connection with the development of the Debtor’s 

plan of adjustment. 

Hamilton, Martin 

T. July

Mr. Hamilton is a partner in Proskauer’s tax department 

who advised on tax issues in connection with the 

development of the Debtor’s plan of adjustment.

Harris, Mark D. September

Mr. Harris is a partner in Proskauer’s litigation department 

who advised on stay issues in the Appointment Clause 

litigation. 

Hayes, Christopher 

M. July

Mr. Hayes is an associate in the BSGR&B group who 

assisted with research on various confirmation related 

issues.

Healy, Allen F. September Mr. Healy is a managing clerk in Proskauer’s litigation 

department who assisted with docket research and filing.

Henderson, Laurie 

A.

June, 

August, 

September

Ms. Henderson is a docketing administrator in Proskauer’s 

litigation department who assisted with docket research 

and filing.

Hernandez, Jesus August

Mr. Hernandez is a docketing administrator in Proskauer’s 

litigation department who assisted with docket research 

and filing.

Huffman, James R. June

Mr. Huffman is an associate in Proskauer’s tax department 

who assisted with analyzing pension liability issues in 

connection with the development of the Debtor’s plan of 

adjustment.

Ike, Yvonne O. August, 

September

Ms. Ike is an eDiscovery staff attorney at Proskauer who 

assisted with various document production issues.

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Professional

Month(s) in 

which less 

than 5 

hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Klock, Joseph June, 

September

Mr. Klock is an eDiscovery project manager at Proskauer 

who assisted with various document production issues.

Kurland, Zachary 

R. June 

Mr. Kurland is an associate in Proskauer’s corporate 

department who assisted with analyzing the Debtor’s 

credit agreements.

Lavine, Judy June

Ms. Lavine is a library manager in Proskauer’s library 

department who assisted with legal research on various 

issues.

Leader, Jordan B. June

Mr. Leader is a senior counsel in Proskauer’s litigation 

department who advised on various discovery related 

issues.

Lopez, Anthony August

Mr. Lopez is a docketing administrator in Proskauer’s 

litigation department who assisted with docket research 

and filing.

Mittman, Jeremy 

M. September

Mr. Mittman is a senior counsel in Proskauer’s labor & 

employment department who advised on pension-related 

issues in connection with the development of the Debtor’s 

plan of adjustment.

Nasser, Sarah M. August

Ms. Nasser is an associate in Proskauer’s corporate 

department who assisted with analyzing cash management 

issues relevant to the development of the Debtor’s plan of 

adjustment.

Peterson, Cathleen 

P.

June, July, 

September

Ms. Peterson is an eDiscovery senior consultant at 

Proskauer who assisted with various document production 

issues.

Roberts, John E. June, July

Mr. Roberts is an associate in Proskauer’s litigation 

department who assisted with First Circuit appellate 

procedure-related issues in the ACP Master adversary 

proceeding.

Roche, Jennifer L. July, 

September

Ms. Roche is an associate in Proskauer’s litigation 

department who analyzed pleadings and advised on

litigation strategy in the APRUM adversary proceeding and 

on fiscal plan related issues.

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Professional

Month(s) in 

which less 

than 5 

hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Rochman, Matthew 

I. June, August

Mr. Rochman is an associate in Proskauer’s litigation 

department who assisted with analyzing intervention 

issues in the Commonwealth/COFINA dispute and 

advised on litigation strategy in the Rosello adversary 

proceeding. 

Sherman, Tayler 

M. August

Ms. Sherman is a paralegal in Proskauer’s litigation 

department who assisted with various case management 

related tasks.

Teng, Pengtao June, July

Mr. Teng is an associate in Proskauer’s corporate 

department who assisted with analyzing pleadings in 

various adversary proceedings involving the Debtor.

Triggs, Mathew August, 

September

Mr. Triggs is a partner in Proskauer’s litigation department 

who advised on litigation strategy in various adversary 

proceedings involving the Debtor.

Urias, Gabriela A. June, July, 

September

Ms. Urias is a paralegal in Proskauer’s litigation 

department who assisted with various case management 

related tasks.

Vermal, Ana July, August

Ms. Vermal is a partner in Proskauer’s litigation 

department who advised on litigation strategy in various 

adversary proceedings involving the Debtor.

Winkelspecht, 

Michael J. August

Mr. Winkelspecht is an eDiscovery project manager at 

Proskauer who assisted with various document production 

issues.

Wizner, Eamon September

Mr. Wizner is a paralegal in Proskauer’s litigation 

department who assisted with various case management 

related tasks.

Wolkinson, Rachel 

O.

August, 

September

Ms. Wolkinson is an associate in Proskauer’s litigation 

department who assisted with the First Circuit appellate 

issues in the ACP Master adversary proceeding and with 

analyzing fiscal plan related issues.

Yang, Meesun July -

September

Ms. Yang is an eDiscovery consultant at Proskauer who 

assisted with various document production issues.

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Summary Description of Professional Services

30. The following is a brief narrative summary, listed by Project Category, of the 

professional services rendered by Proskauer during the Compensation Period. 9 Only Project 

Categories for which Proskauer billed more than 10 hours during the Compensation Period are 

summarized below.

I. Matter No. 33260/002 (PROMESA Title III: Commonwealth) and No. 33260/024 

(PROMESA Title III: Commonwealth Puerto Rico)

31. These matter numbers cover time spent relating to the core Commonwealth Title III 

case, including, for example, time spent regarding mediation, fiscal plan issues, and working on 

disclosure statements or plans of adjustment.

(a) Tasks Relating to the Board, its Members, its Staff, its Advisors or its Consultants

(Project Category 201)

(Fees: $310,417.60; Hours: 410.10)

(Fees for work performed in Puerto Rico: $24,819.30; Hours: 32.70)

(Aggregate Fees: $335,236.90; Aggregate Hours: 442.80)

32. This Project Category includes time spent communicating with the Oversight Board, 

and its other representatives, agents, and consultants, as well as preparing for and advising on fiscal 

plans, public meetings, litigation and related issues. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Communicating with the Oversight Board and its other advisors regarding the 

Debtor’s Title III Case strategy, the Commonwealth’s proposed fiscal plan 

model and revisions thereto, the implementation of the fiscal plan, and proposed 

revisions to the budget, as well as related debt adjustment, funding, securities, 

and creditor-related issues;

• Advising the Oversight Board on communications with the Commonwealth 

regarding fiscal plan and budget-related issues;

 9 Proskauer prepared a separate invoice for each month in the Compensation Period in which any of its professionals 

billed time to the Debtor while physically in Puerto Rico. Each such invoice is labeled as applying only to services 

rendered in Puerto Rico.

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• Preparing for and participating in weekly calls with the Oversight Board and its 

advisors regarding the status of the Debtor’s cases;

• Preparing litigation updates for the Oversight Board, and communicating with 

the Oversight Board and its other advisors regarding litigation strategy, litigation 

developments, and related issues in the Debtor’s Title III Case;

• Advising the Oversight Board on the motion to establish exit procedures for the

independent investigation, and communicating with the Oversight Board, the 

Special Claims Committee, and Independent Investigator regarding the status of 

the investigation, its findings, and the related disclosure of documents; and

• Advising the Oversight Board and its professionals on creditor discussions and 

negotiations.

(b) Legal Research (Project Category 202)

(Fees: $140,937.60; Hours: 192.00)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $140,937.60; Aggregate Hours: 192.00)

33. This Project Category includes time spent researching and analyzing legal issues, as 

well as time spent drafting internal memoranda and/or draft briefs related to such research and 

analysis, to the extent that such is not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Researching and analyzing a variety of legal issues in connection with the 

development and implementation of the Debtor’s fiscal plan and budget, fiscal plan 

disputes with the Governor of Puerto Rico and the Legislature, and related issues;

• Researching and analyzing a variety of legal issues related to the Debtor’s Title III 

Case and the Debtor’s plan of adjustment, including, among other things, issues 

relating to liens, bonds, and the dischargeability of claims; and

• Researching and analyzing a variety of legal issues related to the enforcement of 

policy decisions by the Oversight Board, and the application of various Bankruptcy 

Code provisions relevant to the Debtor’s Title III Case.

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(c) Hearings and Other Non-Filed Communications with the Court (Project Category 203)

(Fees: $74,634.80; Hours: 119.70)

(Fees for work performed in Puerto Rico: 32,940.60; Hours: 43.40)

(Aggregate Fees: $107,575.40; Aggregate Hours: 163.10)

34. This Project Category includes time spent communicating with the Court and 

reviewing the Court’s communications and procedures. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Communicating with the Court regarding applicable rules and requirements;

• Communicating with the Court regarding omnibus hearing dates and drafting

omnibus hearing agendas;

• Preparing for and participating in omnibus hearings; and

• Reviewing and analyzing transcripts of omnibus hearings.

(d) Communications with Claimholders (Project Category 204) 

(Fees: $88,353.90; Hours: 117.00)

(Fees for work performed in Puerto Rico: $9,335.70; Hours: 12.30)

(Aggregate Fees: $97,689.60; Aggregate Hours: 129.30

35. This Project Category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating with the statutory committees and other claimholders, as well 

as their respective advisors, on revisions to the Debtor’s proposed fiscal plan and 

budget, and issues related thereto;

• Communicating with the statutory committees, other claimholders, and their 

respective advisors on various legal issues related to mediation and alternative 

dispute processes in preparation for court-ordered mediation sessions and court 

hearings;

• Preparing for and participating in court-ordered mediation sessions, meet-andconfer calls and sessions with the statutory committees, labor unions, and other 

claimholders, as well as their respective advisors;

• Communicating with claimholders, their respective advisors, and with the claims 

agent on issues related to the retention of the claims reconciliation agent, claims 

objections process, claims reconciliation, and other claims-related issues; and 

• Communicating with the statutory committees, other claimholders, and the 

Independent Investigator regarding the protocol for document disclosures and 

access to documents collected during the independent investigation. 

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(e) Communications with the Commonwealth, its Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities (Project Category 205)

(Fees: $16,394.40; Hours: 21.60)

(Fees for work performed in Puerto Rico: $2,580.60; Hours: 3.40)

(Aggregate Fees: $18,975.00; Aggregate Hours: 25.00)

36. This Project Category includes time spent communicating with the Debtor’s 

representatives in various matters related to the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Communicating with counsel and other advisors to AAFAF and the Governor of 

Puerto Rico on a variety of issues concerning revisions to the Debtor’s proposed 

fiscal plan and budget, their implementation, impact on Commonwealth and 

non-Commonwealth entities, and fiscal plan disputes with the Governor of 

Puerto Rico; 

• Communicating with counsel and other advisors to AAFAF on the motion to 

establish exit procedures for the independent investigation, the investigation’s

findings, and the protocol for access to documents collected during the 

investigation; and

• Communicating with counsel and other advisors to AAFAF regarding litigation 

strategy, including, among other things, mediation and discovery-related 

matters, stay relief issues, and privilege related disputes.

(f) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $49,031.40; Hours: 64.60)

(Fees for work performed in Puerto Rico: $910.80; Hours: 1.20)

(Aggregate Fees: $49,942.20; Aggregate Hours: 65.80)

37. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Conducting research and drafting the Oversight Board’s statement regarding the 

motion to establish exit procedures for the independent investigation;

• Conducting research and drafting objections to requests for disclosure of 

documents collected during the independent investigation;

• Conducting research and drafting revised case management procedures and 

related order; 

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• Conducting research and drafting a motion regarding procedures for omnibus 

objections to claims; and 

• Conducting research and drafting a motion to amend the joint administration of

the debtors’ Title III cases. 

(g) Non-Board Court Filings (Project Category 207)

(Fees: $63,528.30; Hours: 83.70)

(Fees for work performed in Puerto Rico: $4,857.60; Hours: 6.40)

(Aggregate Fees: $68,385.90; Aggregate Hours: 90.10)

38. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing various filings and orders by Judges Swain and Dein

filed in the Debtor’s Title III Case; 

• Reviewing and analyzing claimholders’ and statutory committees’ requests for 

disclosure of documents collected during the independent investigation. 

(h) Analysis and Strategy (Project Category 210)

(Fees: $918,673.60; Hours: 1,367.70)

(Fees for work performed in Puerto Rico: $1,897.50; Hours: 2.50)

(Aggregate Fees: $920,571.10; Aggregate Hours: 1,370.20)

39. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, to the extent not expressly covered by another Project 

Category. 

(i) Non-Working Travel Time (Project Category 211)

(Fees: $19,961.70; Hours: 26.30)

(Fees for work performed in Puerto Rico: $48,727.80; Hours: 64.20)

(Aggregate Fees: $68,689.50; Aggregate Hours: 90.50)

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40. This Project Category includes time spent traveling on behalf of the Oversight Board 

and the Debtor, during which no billable work is performed. Fees in this Project Category are billed 

at fifty percent (50%).

(j) General Administration (Project Category 212)

(Fees: $358,130.40; Hours: 1,309.10)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $358,130.40; Aggregate Hours: 1,309.10)

41. This Project Category includes time spent on general administration of the Debtor’s 

Title III Case, including (a) case status and coordination activities, including maintaining the case 

calendar; (b) tasks relating to the filing of documents in court, including affidavits of service and 

service mailings; and (c) internal filing and organization of case documents to ensure easy, fast and 

free accessibility by the Proskauer team, the Debtor, and other parties in interest. 

(k) Labor, Pension Matters (Project Category 213)

(Fees: $112,936.30; Hours: 150.90)

(Fees for work performed in Puerto Rico: $17,229.30; Hours: 22.70)

(Aggregate Fees: $130,165.60; Aggregate Hours: 173.60)

42. This Project Category includes time spent reviewing employee and retiree benefits 

issues. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Researching, discussing, and analyzing the Debtor’s pension-related issues in 

connection with the proposed revisions to the Debtor’s fiscal plan and budget; 

• Researching, discussing, and analyzing Social Security and ADEA-related 

issues in connection with the proposed revisions to the Debtor’s fiscal plan and 

budget;

• Preparing for and participating in discussions with the Retiree Committee, labor 

unions, and their advisors on issues related to collective bargaining agreements 

and the proposed restructuring of the Commonwealth’s pension plans; 

• Reviewing and analyzing the Retiree Committee’s and unions’ claims, 

proposals, and memoranda related to the Commonwealth’s pension issues; and

• Preparing for and participating in calls with the Pension Subcommittee, and 

otherwise advising the Oversight Board on the Commonwealth’s pensionrelated issues.

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(l) Plan of Adjustment and Disclosure Statement (Project Category 215) 

(Fees: $567,272.70; Hours: 789.80)

(Fees for work performed in Puerto Rico: $9,942.90; Hours: 13.10)

(Aggregate Fees: $577,215.60; Aggregate Hours: 802.90)

43. This Project Category includes time spent on issues related to the terms of a 

proposed Title III plan. Specifically, Proskauer attorneys and paraprofessionals spent time: 

• Conducting research and analysis of various plan of adjustment-related issues, 

including, among other things, valuation questions, tax issues, and debt 

restructuring alternatives;

• Conducting research and drafting a disclosure statement for the Debtor; 

• Researching and analyzing multiple financial and legal issues related to the plan 

and disclosure statement, including, among other things, potential bond-related 

disputes, cash management issues, and pension restructuring alternatives; 

• Reviewing best-interest analyses, conducting further research, and drafting 

related memoranda; and

• Preparing for and participating in related discussions with the Debtor’s other 

advisors and the Oversight Board.

(m) Confirmation (Project Category 216)

(Fees: $128,493.70; Hours: 171.20)

(Fees for work performed in Puerto Rico: $151.80; Hours: 0.20)

(Aggregate Fees: $128,645.50; Aggregate Hours: 171.40)

44. This Project Category includes time spent reviewing materials relating to plan 

confirmation. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Researching and analyzing confirmation requirements, standards, and other 

confirmation-related issues for the Debtor’s anticipated plan of adjustment and 

drafting related memoranda for the Oversight Board; and

• Analyzing the Debtor’s Title III Case strategy and the actions necessary to take 

in order to prepare for confirmation; and

• Participating in related discussions with the Debtor’s other advisors.

(n) Employment and Fee Applications (Project Category 218)

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(Fees: $209,239.90; Hours: 397.70)

(Fees for work performed in Puerto Rico: $1,138.50; Hours: 1.50)

(Aggregate Fees: $210,378.40; Aggregate Hours: 399.20)

45. This Project Category includes time spent on issues related to the compensation of 

Proskauer, and the retention and compensation of other Oversight Board professionals, including 

the preparation of monthly fee applications. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Conducting research and analysis, reviewing objections and proposals, and 

making revisions to the proposed order further amending interim compensation 

procedures in the debtors’ Title III cases; 

• Reviewing and analyzing previously submitted Proskauer monthly fee 

statements for compliance with the updated certifications requirements of the 

Second Interim Compensation Order and drafting related retroactive principal

certification letters and sworn declarations regarding tax withholding in Puerto 

Rico;

• Preparing Proskauer’s monthly fee statements and drafting Proskauer’s third and 

fourth interim fee applications; 

• Preparing for and participating in conferences with the Fee Examiner on issues 

relevant to preparation of the Debtor’s monthly fee statements and interim fee 

applications; and

• Reviewing and analyzing the changes to presumptive standards and protocols 

per the Fee Examiner’s motion to expand the Fee Examiner’s authority. 

(o) Appeal (Project Category 219)

(Fees: $18,940; Hours: 38.30)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $18,940; Aggregate Hours: 38.30)

46. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the extent 

not expressly covered by another Project Category. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Researching and analyzing procedural matters in the Debtor’s appellate cases; 

and

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• Reviewing court dockets for deadlines and maintaining a chart tracking the 

status of the Debtor’s appellate cases.

II. Matter No. 33260/033 (Commonwealth Title III – ACP Master) and No. 33260/933 

(Commonwealth Title III – ACP Master Puerto Rico)

47. These matter numbers cover time spent working on the ACP Master v. 

Commonwealth adversary proceeding, Case No. 17-AP-189, and any appeals related thereto.

(a) Appeal (Project Category 219) 

(Fees: $325,546.30; Hours: 446.60)

 (Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

 (Aggregate Fees: $325,546.30; Aggregate Hours: 446.60)

48. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the extent 

not expressly covered by another Project Category. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Analyzing and identifying appellate issues and standards of appellate review, 

researching appellate strategies, and drafting the appellee’s brief in the pending 

ACP appeal; and

• Conducting legal research and reviewing and analyzing amicus briefs, briefs 

filed in the Assured appeal, and the appellant’s reply brief in preparation for oral 

argument.

III. Matter No. 33260/034 (Commonwealth Title III – Healthcare) and No. 33260/934 

(Commonwealth Title III – Healthcare Puerto Rico)

49. These matter numbers cover time spent working on adversary proceedings involving 

healthcare and Medicaid claims in the Debtor’s Title III Case, including Asociacion de Salud 

Primaria v. Commonwealth, Case No. 17-AP-227, Atlantic Medical Center v. Commonwealth, 

Case No. 17-AP-278, and CSI v. Commonwealth, Case Nos 17-AP-292 and 17-AP-298, and on any 

appeals related thereto.

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(a) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $86,289.10; Hours: 115.20)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $86,289.10; Aggregate Hours: 115.20)

50. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time conducting research and drafting a reply to 

objections to Judge Dein’s report and recommendation suggesting that the Court should grant the 

defendants’ motion to dismiss in the Atlantic Medical Center adversary proceeding. 

(b) Non-Board Court Filings (Project Category 207) 

(Fees: $7,741.80; Hours: 10.20)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $7,741.80; Aggregate Hours: 10.20)

51. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing Judge Dein’s report and recommendation, as well as 

Judge Swain’s order granting the Commonwealth’s motion for abstention and 

remand of the Salud Primaria adversary proceeding to the Superior Court of 

Puerto Rico; and

• Reviewing and analyzing Judge Dein’s report and recommendation to grant 

motion to dismiss in the Atlantic Medical Center adversary proceeding and 

related objections.

(c) Analysis and Strategy (Project Category 210)

(Fees: $8,349.00; Hours: 11.00)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $8,349.00; Aggregate Hours: 11.00)

52. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

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and (b) all Proskauer internal meetings, to the extent not expressly covered by another Project 

Category. 

IV. Matter No. 33260/035 (Commonwealth Title III – Appointments Clause) and No. 

33260/935 (Commonwealth Title III – Appointments Clause Puerto Rico)

53. These matter numbers cover time spent working on the Appointments Clause 

motions and adversary proceedings filed in the Debtor’s Title III Case, including Assured v. FOMB, 

Case No. 18-AP-087, and Hernandez-Montañez v. FOMB, Case No. 18-AP-090, and on any appeals 

related thereto.

(a) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $21,982.10; Hours: 31.00)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $21,982.10; Aggregate Hours: 31.00)

54. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Conducting research and drafting motions to stay the proceedings and dismiss 

the complaint in the Hernandez-Montañez adversary proceeding; and 

• Drafting a joint status report in the Hernandez-Montañez adversary proceeding. 

(b) Non-Board Court Filings (Project Category 207) 

(Fees: $16,849.80; Hours: 22.20)

(Fees for work performed in Puerto Rico: $607.20; Hours: 0.80)

(Aggregate Fees: $17,457.00; Aggregate Hours: 23.00)

55. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing an informative motion filed by Aurelius addressing 

new Supreme Court authority and the order by Judge Swain rejecting Aurelius’s 

Appointments Clause challenge; 

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• Reviewing and analyzing new Appointment Clause challenge filed by Assured 

Guaranty Corporation; and

• Reviewing and analyzing the Minority Party’s complaint challenging the 

constitutionality of PROMESA and related pleadings and court orders.

(c) Stay Matters (Project Category 208)

(Fees: $37,612.20; Hours: 60.60)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $37,612.20; Aggregate Hours: 60.60)

56. This Project Category includes time spent analyzing and researching stay issues in 

the Debtor’s Title III Case and drafting various pleadings related to stay issues, including with 

respect to the Hernandez-Montañez adversary proceeding.

(d) Analysis and Strategy (Project Category 210)

(Fees: $24,895.20; Hours: 32.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $24,895.20; Aggregate Hours: 32.80)

57. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, to the extent not expressly covered by another Project 

Category. 

(e) General Administration (Project Category 212)

(Fees: $3,614.00; Hours: 13.90)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $3,614.00; Aggregate Hours: 13.90)

58. This Project Category includes time spent on general administration of the Debtor’s 

Title III Case, including (a) tasks relating to the filing of documents in court, including affidavits 

of service and service mailings; and (b) internal filing and organization of case documents to ensure 

easy, fast and free accessibility by the Proskauer team, the Debtor, and other parties in interest. 

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(f) Appeal (Project Category 219)

(Fees: $56,378.20; Hours: 75.20)

(Fees for work performed in Puerto Rico: $683.10; Hours: 0.90)

(Aggregate Fees: $57,061.30; Aggregate Hours: 76.10)

59. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the extent 

not expressly covered by another Project Category. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Researching and analyzing procedural matters in the appeal of Judge Swain’s 

order denying ACP’s motion to dismiss the Debtor’s Title III Case; 

• Reviewing and analyzing appellant’s opening brief, amicus briefs, and motions 

to intervene, identifying appellate issues and standards of appellate review, and 

drafting the responsive brief in the Aurelius appeal; and

• Conducting research and analyzing PROMESA-related issues in connection 

with the Popular Democratic Party’s appeal.

V. Matter No. 33260/036 (Commonwealth Title III – UPR) and No. 33260/936 

(Commonwealth Title III – UPR Puerto Rico)

60. These matter numbers cover time spent working on adversary proceedings involving 

the University of Puerto Rico in the Debtor’s Title III Case, including Asociacion de Profesoras v. 

Commonwealth, Case No. 17-AP-197, Voya v. University of Puerto Rico, Case No. 17-AP-216, and 

University of Puerto Rico v. Voya, 17-AP-217, and any appeals related thereto.

(a) Communications with Claimholders (Project Category 204) 

(Fees: $39,316.20; Hours: 51.80)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $39,316.20; Aggregate Hours: 51.80)

61. This Project Category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Conducting research, participating in discussions with counsel for AAFAF, and 

drafting a meet-and-confer letter regarding the motion to dismiss the second

amended complaint in the Asociacion de Profesoras adversary proceeding;

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• Reviewing and analyzing the plaintiffs’ response to the meet-and-confer letter, 

and preparing for and participating in the meet-and-confer session on the motion 

to dismiss in the Asociacion de Profesoras adversary proceeding; and

• Conducting research, preparing for, and participating in court-ordered mediation 

sessions in the Voya v. University of Puerto Rico adversary proceeding.

(b) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $59,733.30; Hours: 78.70)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $59,733.30; Aggregate Hours: 78.70)

62. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Conducting research and analysis for, and drafting the Commonwealth’s motion 

to dismiss the second amended complaint in the Asociacion de Profesoras

adversary proceeding, including discussions with the Oversight Board and 

counsel for AAFAF on the motion; and 

• Reviewing and analyzing the new fiscal plan for the Commonwealth to consider 

the impact on UPR-related cases.

(c) Analysis and Strategy (Project Category 210).

(Fees: $14,193.30; Hours: 18.70)

(Fees for work performed in Puerto Rico: $227.70; Hours: 0.30)

(Aggregate Fees: $14,421.00; Aggregate Hours: 19.00)

63. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category.

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VI. Matter No. 33260/037 (Commonwealth Title III – Commonwealth/COFINA Dispute)

and No. 33260/937 (Commonwealth Title III – Commonwealth/COFINA Dispute 

Puerto Rico)

64. These matter numbers cover time spent working on items related to the 

Commonwealth-COFINA dispute in the Debtor’s Title III Case, including UCC v. Whyte, Case No. 

17-AP-257, and any appeals related thereto.

(a) Communications with Claimholders (Project Category 204)

(Fees: $107,626.20; Hours: 141.80)

(Fees for work performed in Puerto Rico: $14,345.10; Hours: 18.90)

(Aggregate Fees: $121,971.30; Aggregate Hours: 160.70)

65. This Project Category includes time spent communicating with the Debtor’s 

various claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Preparing for and participating in discussions and meetings with the COFINA 

and Commonwealth agents, their respective advisors and Judge Houser 

regarding pending issues and proposed steps to implement the COFINACommonwealth settlement;

• Reviewing and analyzing draft proposals, analyses, and memoranda by the 

parties to the settlement; and

• Preparing for and participating in court-ordered mediation sessions related to the 

proposed settlement. 

(b) Communications with the Commonwealth, its Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities (Project Category 205) 

(Fees: $13,358.40; Hours: 17.60)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $13,358.40; Aggregate Hours: 17.60)

66. This Project Category includes time spent communicating with the Debtor’s 

representatives in various matters related to the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time communicating with COFINA and Commonwealth agents, AAFAF, and their advisors 

regarding pending issues and proposed steps to implement the COFINA-Commonwealth 

settlement.

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(c) Documents Filed on Behalf of the Board (Project Category 206)

(Fees: $22,694.10; Hours: 29.90)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $22,694.10; Aggregate Hours: 29.90)

67. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Conducting research and drafting a response in support of the COFINA and 

Commonwealth agents’ joint motion to hold proceedings in abeyance pending 

settlement discussions; and

• Drafting the motion to approve the settlement for the Commonwealth-COFINA 

dispute. 

(d) Non-Board Court Filings (Project Category 207)

(Fees: $13,282.50; Hours: 17.50)

(Fees for work performed in Puerto Rico: $227.70; Hours: 0.30)

(Aggregate Fees: $13,510.20; Aggregate Hours: 17.80)

68. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing COFINA and Commonwealth agents’ joint motion to 

hold proceedings in abeyance pending settlement discussions, and related

objections, responses, motions to intervene by third parties, and multiple court 

orders; and

• Reviewing the agents’ urgent motion for order establishing procedures to govern 

sales and use tax revenues, and related objections, responses, and court orders.

(e) Analysis and Strategy (Project Category 210) 

(Fees: $14,724.60; Hours: 19.40)

(Fees for work performed in Puerto Rico: $151.80; Hours: 0.20)

(Aggregate Fees: $14,876.40; Aggregate Hours: 19.60)

69. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

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meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category.

(f) Tax (Project Category 217) 

(Fees: $10,701.90; Hours: 14.10)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $10,701.90; Aggregate Hours: 14.10)

70. This Project Category includes time spent on tax matters involving the Debtor. 

Specifically, Proskauer attorneys and paraprofessionals spent time reviewing materials of the 

proposed COFINA-Commonwealth settlement in order to analyze and deal with tax-related issues.

VII. Matter No. 33260/039 (Commonwealth Title III – Rule 2004) and No. 33260/939 

(Commonwealth Title III – Rule 2004 Puerto Rico)

71. These matter numbers cover time spent working on Rule 2004 motions filed in the 

Debtor’s Title III Case and any appeals related thereto.

(a) Tasks Relating to the Board, its Members, its Staff, its Advisors or its Consultants

(Project Category 201)

(Fees: $73,774.80; Hours: 97.20)

(Fees for work performed in Puerto Rico: $1,745.70; Hours: 2.30)

(Aggregate Fees: $75,520.50; Aggregate Hours: 99.50)

72. This Project Category includes time spent communicating with the Oversight Board, 

and its other representatives, agents, and consultants, as well as preparing for and advising on fiscal 

plans, public meetings, litigation and related issues. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Conferring with the Oversight Board and its advisors on issues related to the 

renewed Rule 2004 motion by the Unsecured Creditors’ Committee, and

preparing for the hearing relating to the same;

• Conferring with the Oversight Board and its advisors on privilege disputes in 

connection with the GO bondholders’ Rule 2004 motion; 

• Conducting research and drafting the Oversight Board’s declarations in support 

of its opposition to GO bondholders’ Rule 2004 production requests;

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• Preparing joint status reports on Court-ordered discovery; and

• Conferring with the Oversight Board advisors, the Special Claims Committee, 

and the Independent Investigator on issues related to the preservation, collection, 

and production of records in response to discovery requests.

(b) Legal Research (Project Category 202) 

(Fees: $16,361.30; Hours: 23.20)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $16,361.30; Aggregate Hours: 23.20)

73. This Project Category includes time spent researching and analyzing legal issues, as 

well as time spent drafting internal memoranda and/or draft briefs related to such research and 

analysis, to the extent that such is not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time conducting research on issues related to 

privilege log standards and requirements, as well as other privilege issues arising out of Rule 2004 

matters.

(c) Hearings and Other Non-Filed Communications with the Court (Project Category 203)

(Fees: $11,363.20; Hours: 15.30)

(Fees for work performed in Puerto Rico: $10,322.40; Hours: 13.60)

(Aggregate Fees: $21,685.60; Aggregate Hours: 28.90)

74. This Project Category includes time spent communicating with the Court and 

reviewing the Court’s communications and procedures. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Preparing for and participating in the hearing on the renewed Rule 2004 motion

filed by the Unsecured Creditors’ Committee; 

• Preparing for and participating in the omnibus hearing related to the independent 

investigator’s exit procedures motion; and

• Reviewing and analyzing transcripts of Court hearings.

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(d) Communications with Claimholders (Project Category 204) 

(Fees: $30,208.20; Hours: 39.80)

(Fees for work performed in Puerto Rico: $986.70; Hours: 1.30)

(Aggregate Fees: $31,194.90; Aggregate Hours: 41.10)

75. This Project Category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating with the Unsecured Creditors’ Committee and its advisors in 

connection with the renewed Rule 2004 motion by the Unsecured Creditors’ 

Committee and proposed protective orders; and

• Communicating with the statutory committees and other claimholders, as well 

as their respective advisors, in connection with the GO bondholders’ objections 

to the Debtor’s production protocols and privilege logs.

(e) Communications with the Commonwealth, its Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities (Project Category 205)

(Fees: $28,614.30; Hours: 37.70)

(Fees for work performed in Puerto Rico: $379.50; Hours: 0.50)

(Aggregate Fees: $28,993.80; Aggregate Hours: 38.20)

76. This Project Category includes time spent communicating with the Debtor’s 

representatives in various matters related to the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Communicating with counsel and other advisors to AAFAF regarding strategic 

considerations in connection with Rule 2004 production issues, including 

privilege log category development and review;

• Communicating with counsel and other advisors to AAFAF regarding the

renewed Rule 2004 motion by the Unsecured Creditors’ Committee and 

proposed protective orders; 

• Communicating with counsel and other advisors to AAFAF in connection with 

the GO bondholders’ objections to the Debtor’s production protocols and 

proposed revisions to the Debtor’s privilege logs;

• Communicating with counsel and other advisors to AAFAF regarding 

deliberative process privilege issues in connection with the production of fiscal 

plan materials.

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(f) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $161,059.80; Hours: 212.20)

(Fees for work performed in Puerto Rico: $227.70; Hours: 0.30)

(Aggregate Fees: $161,287.50; Aggregate Hours: 212.50)

77. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Opposing challenges to the production protocol of fiscal plan development 

materials and conducting research and drafting the Oversight Board’s

declarations supporting the invocation of the deliberative process privilege;

• Opposing challenges to the fiscal plan development material production 

protocol, conferring with other advisors to the Debtor, and reviewing their 

proposed declarations supporting the invocation of the deliberative process 

privilege;

• Drafting an urgent motion to seal exhibits to the Independent Investigator’s 

report and oppositions to motions to compel the production of fiscal plan 

development materials; and 

• Reviewing and revising the joint status report.

(g) Non-Board Court Filings (Project Category 207) 

(Fees: $12,879.10; Hours: 17.10)

(Fees for work performed in Puerto Rico: $834.90; Hours: 1.10)

(Aggregate Fees: $13,714.00; Aggregate Hours: 18.20)

78. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing GO bondholders’ objections to the Debtor’s 

production protocols, proposed revisions to the Debtor’s privilege logs, and 

related stipulations;

• Reviewing and analyzing the renewed Rule 2004 motion by the Unsecured 

Creditors’ Committee and the Independent Investigator’s related statements; and

• Reviewing and analyzing multiple court orders resolving privilege disputes and 

addressing challenges to production protocols.

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(h) Adversary Proceeding (Project Category 209) 

(Fees: $36,264.70; Hours: 48.70)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $36,264.70; Aggregate Hours: 48.70)

79. This project category includes time spent on various contested matters and adversary 

proceedings, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time reviewing and analyzing sample documents 

from the Proskauer discovery team and McKinsey in connection with the privilege assessment of 

challenged categories on the Oversight Board’s privilege log.

(i) Analysis and Strategy (Project Category 210) 

(Fees: $207,652.40; Hours: 277.40)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $207,652.40; Aggregate Hours: 277.40)

80. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category.

(j) General Administration (Project Category 212) 

(Fees: $38,129.40; Hours: 145.50)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $38,129.40; Aggregate Hours: 145.50)

81. This Project Category includes time spent on general administration of the Debtor’s 

Title III Case, including (a) case status and coordination activities; (b) tasks relating to the filing of 

documents in court, including affidavits of service and service mailings; and (c) internal filing and 

organization of case documents to ensure easy, fast and free accessibility by the Proskauer team, 

the Debtor, and other parties in interest. 

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VIII. Matter No. 33260/040 (Commonwealth Title III – Cooperativas) and No. 33260/940 

(Commonwealth Title III – Cooperativas Puerto Rico)

82. These matter numbers cover time spent working on challenges and adversary 

proceedings brought by the Cooperativas in the Debtor’s Title III Case, including Cooperativa de 

Ahorro y Credito Abraham Rosa v. Commonwealth, 18-AP-028, and any appeals related thereto.

(a) Communications with Claimholders (Project Category 204) 

(Fees: $8,576.70; Hours: 11.30)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $8,576.70; Aggregate Hours: 11.30)

83. This Project Category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Preparing for and participating in discussions with the Cooperativas’ counsel

and co-counsel, and drafting a meet-and-confer letter regarding the motion to 

dismiss the adversary proceeding.

(b) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $94,495.50; Hours: 124.50)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $94,495.50; Aggregate Hours: 124.50)

84. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time analyzing the legal issues of the Cooperativas’

complaints, conducting research, and drafting a motion to dismiss the Cooperativas adversary 

proceeding.

(c) General Administration (Project Category 212)

(Fees: $5,850.00; Hours: 22.50)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $5,850.00; Aggregate Hours: 22.50)

85. This Project Category includes time spent on general administration of the Debtor’s 

Title III Case, including (a) case status and coordination activities; (b) tasks relating to the filing of 

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documents in court, including affidavits of service and service mailings; and (c) internal filing and 

organization of case documents to ensure easy, fast and free accessibility by the Proskauer team, 

the Debtor, and other parties in interest. 

IX. Matter No. 33260/041 (Commonwealth Title III – Miscellaneous) and No. 33260/941 

(Commonwealth Title III – Miscellaneous Puerto Rico)

86. These matter numbers cover time spent working on several different, miscellaneous 

motions and adversary proceedings, and any appeals related thereto. In this Compensation Period, 

items billed to this matter included, among other things, work on (i) various motions for relief from 

the Title III stay; (ii) the UCC’s stay enforcement motion [Case No. 17 BK 3283-LTS, ECF No. 

3797]; (iii) the UCC’s derivative standing motion [Case No. 17 BK 3283-LTS, ECF No. 3881]; (iv) 

the Official Committee of Unsecured Creditors et al. v. Commonwealth of Puerto Rico, et al.

adversary proceeding, Case No. 18-AP-101; (v) the Pinto-Lugo adversary proceeding, Case No. 18-

AP-41; (vi) the PFZ adversary proceeding, Case No. 18-AP-56; and (vii) the UECFSE adversary 

proceeding, Case No. 18-AP-66.

(a) Legal Research (Project Category 202) 

(Fees: $35,338.10; Hours: 55.50)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $35,338.10; Aggregate Hours: 55.50)

87. This Project Category includes time spent researching and analyzing legal issues, as 

well as time spent drafting internal memoranda and/or draft briefs related to such research and 

analysis, to the extent that such is not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time researching and analyzing a variety of legal 

issues related to the Debtor’s Title III adversary cases, including motions to stay, dispositive 

motions, standing issues, and discovery-related matters.

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(b) Hearings and Other Non-Filed Communications with the Court (Project Category 203)

(Fees: $6,982.90; Hours: 9.20)

(Fees for work performed in Puerto Rico: $2,201.10; Hours: 2.90)

(Aggregate Fees: $9,183.90; Aggregate Hours: 12.10)

88. This Project Category includes time spent communicating with the Court and 

reviewing the Court’s communications and procedures. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Communicating with the Court regarding applicable rules and requirements; and

• Preparing for and participating in the omnibus hearing addressing the stay 

enforcement motion filed by the Unsecured Creditors’ Committee; 

(c) Communications with Claimholders (Project Category 204)

(Fees: $29,752.80; Hours: 39.20)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $29,752.80; Aggregate Hours: 39.20)

89. This Project Category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating with counsel for the statutory committees and other 

claimholders regarding various dispositive motions and standing issues in 

various adversary proceedings; 

• Drafting meet-and-confer letters and preparing for and participating in meetand-confer calls and sessions with claimholders and their advisors;

• Communicating with the claimholders and their advisors on scheduling and 

procedural matters.

(d) Communications with the Commonwealth, its Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities (Project Category 205)

(Fees: $25,047.00; Hours: 33.00)

(Fees for work performed in Puerto Rico: $607.20; Hours: 0.80)

(Aggregate Fees: $25,654.20; Aggregate Hours: 33.80)

90. This Project Category includes time spent communicating with the Debtor’s 

representatives in various matters related to the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

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• Communicating with counsel for the Governor, the Commonwealth, and 

plaintiffs’ counsel on various procedural and scheduling issues;

• Conferring with Commonwealth counsel on motions to stay proceedings, 

standing issues, and dispositive motions in the Debtor’s adversary proceedings.

(e) Documents Filed on Behalf of the Board (Project Category 206)

(Fees: $714,677.00; Hours: 946.60)

(Fees for work performed in Puerto Rico: $6,223.80; Hours: 8.20)

(Aggregate Fees: $720,900.80; Aggregate Hours: 954.80)

91. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Conducting research and drafting dispositive motions and responses to 

complaints in a number of adversary proceedings, such as Pinto Lugo and the

Union de Empleados cases;

• Drafting pleadings related to extension of deadlines and other procedural and 

scheduling issues; and

• Preparing joint status reports.

(f) Non-Board Court Filings (Project Category 207)

(Fees: $67,276.00; Hours: 93.70)

(Fees for work performed in Puerto Rico: $1,442.10; Hours: 1.90)

(Aggregate Fees: $68,718.10; Aggregate Hours: 95.60)

92. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing newly filed adversary complaints involving the Debtor 

and related motions to stay, abstain, and intervene by various parties;

• Reviewing and analyzing court orders, reports, and recommendations; and 

• Analyzing dispositive motions and related briefs filed by claimholders and 

various parties in interest.

(g) Stay Matters (Project Category 208)

(Fees: $291,313.90; Hours: 387.10)

(Fees for work performed in Puerto Rico: $9,791.10; Hours: 12.90)

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(Aggregate Fees: $301,105.00; Aggregate Hours: 400.00)

93. This Project Category includes time spent analyzing and researching stay issues in 

the Debtor’s Title III Case and drafting various pleadings related to stay issues. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Reviewing and analyzing newly filed lift stay requests involving the 

Commonwealth;

• Conducting research and analyzing stay and intervention issues in pending 

adversary cases;

• Communicating with AAFAF, claimholders, and their respective counsel 

regarding a variety of issues related to lift stay requests; and 

• Drafting responses to lift-stay motions and stipulations permitting modifications 

of the stay; and

• Analyzing the UCC’s stay enforcement motion and then researching and 

drafting an opposition to the motion on an expedited time frame.

(h) Analysis and Strategy (Project Category 210)

(Fees: $65,145.30; Hours: 88.00)

(Fees for work performed in Puerto Rico: $683.10; Hours: 0.90)

(Aggregate Fees: $65,828.40; Aggregate Hours: 88.90)

94. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category. 

(i) General Administration (Project Category 212) 

(Fees: $20,639.80; Hours: 79.00)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $20,639.80; Aggregate Hours: 79.00)

95. This Project Category includes time spent on general administration of the Debtor’s 

Title III Case, including (a) case status and coordination activities; (b) tasks relating to the filing of 

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documents in court, including affidavits of service and service mailings; and (c) internal filing and 

organization of case documents to ensure easy, fast and free accessibility by the Proskauer team, 

the Debtor, and other parties in interest. 

(j) Legal/ Regulatory Matters (Project Category 214) 

(Fees: $12,144.00; Hours: 16.00)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $12,144.00; Aggregate Hours: 16.00)

96. This Project Category includes time spent on communications or dealings with any 

U.S. regulatory, congressional, or governmental entity. Specifically, Proskauer attorneys and 

paraprofessionals spent time: 

• Conferring with counsel for the United States, Governor, and Commonwealth

on procedural and scheduling issues in Pinto Lugo v. U.S., Case No. 18-AP-41, 

and UECFSE v. U.S., Case No. 18-AP-66; and

• Preparing for and participating in discussions with Department of Justice and 

AAFAF concerning litigation strategy in PFZ Properties, Inc. v. 

Commonwealth, Case No. 18-AP-056, and the UECFSE adversary proceeding, 

Case No. 18-AP-66. 

X. Matter No. 33260/060 (Commonwealth Title III – Assured) and No. 33260/960 

(Commonwealth Title III – Assured Puerto Rico)

97. These matter numbers cover time spent working on the Assured Guaranty Corp., et 

al. v. Commonwealth of Puerto Rico, et al. adversary proceeding, Case No. 18-AP-59, and any 

appeals related thereto.

(a) Legal Research (Project Category 202) 

(Fees: $10,260.40; Hours: 17.20)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $10,260.40; Aggregate Hours: 17.20)

98. This Project Category includes time spent researching and analyzing legal issues, as 

well as time spent drafting internal memoranda and/or draft briefs related to such research and 

analysis, to the extent that such is not expressly covered by another Project Category. Specifically, 

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Proskauer attorneys and paraprofessionals spent time researching a variety of legal issues related to 

the stay of actions and a motion to dismiss the Assured adversary proceeding.

(b) Documents Filed on Behalf of the Board (Project Category 206) 

(Fees: $113,492.80; Hours: 154.00)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $113,492.80; Aggregate Hours: 154.00)

99. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor, to the extent not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time conducting research and drafting a motion to 

stay proceedings pending the adjudication of Ambac’s appeal to the First Circuit Court of Appeals, 

as well as a motion to extend the time permitted to respond to the adversary complaint.

(c) Non-Board Court Filings (Project Category 207)

(Fees: $15,104.10; Hours: 19.90)

(Fees for work performed in Puerto Rico: $986.70; Hours: 1.30)

(Aggregate Fees: $16,090.80; Aggregate Hours: 21.20)

100. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time analyzing and reviewing legal issues pertaining to the amended complaint filed by Assured, 

Assured’s opposition to the motion to stay the proceedings, and related Court orders in the Assured

adversary proceeding.

(d) Stay Matters (Project Category 208)

(Fees: $154,317.80; Hours: 209.30)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $154,317.80; Aggregate Hours: 209.30)

101. This Project Category includes time spent analyzing and researching stay issues in 

the Debtor’s Title III Case and drafting various pleadings related to stay issues. Specifically, 

Proskauer attorneys and paraprofessionals spent time reviewing and analyzing Judge Dein’s 

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recommendation and report staying the Assured adversary proceeding, Assured’s objection thereto, 

and conducting research for and drafting a response to Assured’s objection.

(e) Analysis and Strategy (Project Category 210) 

Fees: $28,945.20; Hours: 40.70)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $28,945.20; Aggregate Hours: 40.70)

102. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

and (b) all Proskauer internal meetings, except those specifically dealing with an issue covered by 

another Project Category.

(f) General Administration (Project Category 212) 

(Fees: $6,864.00; Hours: 26.40)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $6,864.00; Aggregate Hours: 26.40)

103. This Project Category includes time spent on general administration of the Debtor’s 

Title III Case, including (a) case status and coordination activities; (b) tasks relating to the filing of 

documents in court, including affidavits of service and service mailings; and (c) internal filing and 

organization of case documents to ensure easy, fast and free accessibility by the Proskauer team, 

the Debtor, and other parties in interest. 

XI. Matter No. 33260/061 (Commonwealth Title III – Fiscal Plan/ Budget Litigation) and 

No. 33260/961 (Commonwealth Title III – Fiscal Plan/ Budget Litigation Puerto Rico)

104. These matter numbers cover time spent related to challenges by the Commonwealth 

government to fiscal plans and budgets certified by the Oversight Board, including Rossello v. 

FOMB, Case No. 18-AP-080, and Rivera-Schatz v. FOMB, Case No. 18-AP-081, and on any 

appeals related thereto.

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(a) Tasks Relating to the Board, its Members, its Staff, its Advisors or its Consultants 

(Project Category 201)

(Fees: $35,445.30; Hours: 46.70)

(Fees for work performed in Puerto Rico: $455.40; Hours: 0.60)

(Aggregate Fees: $35,900.70; Aggregate Hours: 47.30)

105. This Project Category includes time spent communicating with the Oversight Board, 

and its other representatives, agents, and consultants, as well as preparing for and advising on fiscal 

plans, public meetings, litigation and related issues. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Conferring with the Oversight Board and its other advisors regarding the 

complaint allegations in the Rossello and Rivera-Schatz adversary proceedings;

• Conferring with the Oversight Board and its other advisors regarding litigation 

strategy and the drafting of dispositive motions in the Rossello and RiveraSchatz adversary proceedings; and

• Conferring with the Oversight Board and its other advisors regarding Judge 

Swain’s orders on the Rossello and Rivera-Schatz complaints.

(b) Legal Research (Project Category 202)

(Fees: $39,184.50; Hours: 74.90)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $39,184.50; Aggregate Hours: 74.90)

106. This Project Category includes time spent researching and analyzing legal issues, as 

well as time spent drafting internal memoranda and/or draft briefs related to such research and 

analysis, to the extent that such is not expressly covered by another Project Category. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Researching PROMESA’s legislative history and a variety of legal and 

procedural issues for motions to dismiss the Rossello and Rivera-Schatz

adversary proceedings; and

• Conducting research on intervention-related issues in connection with requests 

to intervene by APRUM and the minority party of the Legislature.

(c) Hearings and Other Non-Filed Communications with the Court (Project Category 203)

(Fees: $31,574.40; Hours: 41.60)

(Fees for work performed in Puerto Rico: $25,274.70; Hours: 33.30)

(Aggregate Fees: $56,849.10; Aggregate Hours: 74.90)

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107. This Project Category includes time spent communicating with the Court and 

reviewing the Court’s communications and procedures. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Communicating with the Court regarding scheduling and procedural issues;

• Preparing for and participating in hearings on motions to dismiss the Rossello

and Rivera-Schatz adversary proceedings; and

• Reviewing and analyzing transcripts of Court hearings.

(d) Communications with the Commonwealth, its Instrumentalities or Representatives of the

Commonwealth or its Instrumentalities (Project Category 205)

(Fees: $17,684.70; Hours: 23.30)

(Fees for work performed in Puerto Rico: $151.80; Hours: 0.20)

(Aggregate Fees: $17,836.50; Aggregate Hours: 23.50)

108. This Project Category includes time spent communicating with the Debtor’s 

representatives in various matters related to the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Communicating with counsel and other advisors to AAFAF and the Governor of 

Puerto Rico on procedural and scheduling matters in the Rossello adversary 

proceeding;

• Preparing for and participating in the meet-and-confer communications with 

counsel for the Legislature on procedural and scheduling matters in the RiveraSchatz adversary proceeding;

• Conferring with counsel for the minority party regarding their intention to 

intervene in the Rivera-Schatz adversary proceeding; and

• Conferring with counsel to AAFAF on proposed dispositive motions, responses 

to requests to intervene, the treatment of the remaining claims in the Rossello

adversary proceeding, and preparing joint status reports.

(e) Documents Filed on Behalf of the Board (Project Category 206)

(Fees: $974,630.20; Hours: 1,307.70)

(Fees for work performed in Puerto Rico: $16,318.50; Hours: 21.50)

(Aggregate Fees: $990,948.70; Aggregate Hours: 1,329.20)

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109. This Project Category includes time spent drafting various pleadings filed on behalf 

of the Debtor (based upon a very abbreviated schedule), to the extent not expressly covered by 

another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Conducting research and drafting dispositive motions and related briefs in the 

Rossello and Rivera-Schatz adversary proceedings; 

• Conducting research and drafting opposition to motions to intervene by APRUM 

and the minority party; and 

• Drafting a response to the Governor’s complaint, a stipulation addressing the 

remaining claims, and an opposition to the Governor’s motion to certify 

questions for appeal in the Rossello adversary proceeding. 

(f) Non-Board Court Filings (Project Category 207)

(Fees: $141,781.20; Hours: 186.80)

(Fees for work performed in Puerto Rico: $531.30; Hours: 0.70)

(Aggregate Fees: $142,312.50; Aggregate Hours: 187.50)

110. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent 

time:

• Reviewing and analyzing complaints, multiple intervention motions, and 

responses to dispositive motions in the Rossello and Rivera-Schatz adversary 

proceedings; 

• Reviewing and analyzing multiple related Court orders and opinions. 

(g) Analysis and Strategy (Project Category 210)

(Fees: $90,369.90; Hours: 119.10)

(Fees for work performed in Puerto Rico: $151.80; Hours: 0.20)

(Aggregate Fees: $90,548.70; Aggregate Hours: 119.30)

111. This Project Category includes time spent related to (a) legal analysis in, and 

strategic approach to, the Debtor’s Title III Case and varied issues relating thereto, including 

meetings to discuss strategic case considerations, the status of various work streams, and next steps, 

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and (b) all Proskauer internal meetings, to the extent not expressly covered by another Project 

Category. 

(h) Non-Working Travel Time (Project Category 211)

(Fees: $3,187.80; Hours: 4.20)

(Fees for work performed in Puerto Rico: $8,045.40; Hours: 10.60)

(Aggregate Fees: $11,233.20; Aggregate Hours: 14.80)

112. This Project Category includes time spent traveling on behalf of the Oversight Board 

and the Debtor, during which no billable work is performed. Fees in this Project Category are billed 

at fifty percent (50%).

(i) General Administration (Project Category 212)

(Fees: $18,263.30; Hours: 68.90)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $18,263.30; Aggregate Hours: 68.90)

113. This Project Category includes time spent on general administration of the Debtor’s 

Title III Case, including (a) case status and coordination activities; (b) tasks relating to the filing of 

documents in court, including affidavits of service and service mailings; and (c) internal filing and 

organization of case documents to ensure easy, fast and free accessibility by the Proskauer team, 

the Debtor, and other parties in interest. 

(j) Appeal (Project Category 219)

(Fees: $12,940.00; Hours: 22.90)

(Fees for work performed in Puerto Rico: $0.00; Hours: 0.00)

(Aggregate Fees: $12,940.00; Aggregate Hours: 22.90)

114. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the extent 

not expressly covered by another Project Category. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Conferring with counsel for AAFAF and the Governor regarding the filing of an

interlocutory appeal;

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• Researching and analyzing procedural matters in the Rossello and Rivera-Schatz

appellate cases in the First Circuit Court of Appeals;

• Reviewing and analyzing appellate briefs, researching appellate strategies, and 

identifying appellate issues and standards of appellate review.

* * * *

115. The foregoing professional services performed by Proskauer on behalf of the 

Oversight Board as representative of the Debtor during the Compensation Period were reasonable, 

necessary, appropriate, and beneficial when rendered, facilitated the effective administration of the 

Debtor’s Title III Case, and were in the best interests of the Oversight Board and the Debtor’s 

creditors, residents, and other stakeholders. Compensation for the foregoing services as requested 

is commensurate with the complexity, importance, and time-sensitive nature of the problems, 

issues, and tasks involved. The professional services were performed with expedition and in an 

efficient manner.

116. In accordance with the factors enumerated in the Bankruptcy Code, the amount of 

fees requested is fair and reasonable given: (a) the complexity of the Debtor’s Title III Case; (b) the 

time expended; (c) the nature and extent of the services rendered; (d) the value of such services; 

(e) Proskauer’s established expertise in the bankruptcy field; and (f) the costs of comparable 

services other than in a case under the Bankruptcy Code.

Actual and Necessary Expenses of Proskauer

117. Pursuant to the Guidelines, Schedule 4 is Proskauer’s summary of actual and 

necessary expenses incurred on behalf of the Oversight Board as representative of the Debtor during 

the Compensation Period.

118. In accordance with paragraph C.13 of the Appendix B Guidelines and as more fully 

itemized in Schedule 4, Proskauer seeks reimbursement for its necessary and reasonable expenses, 

including: (a) reproduction, (b) online research, (c) delivery services and couriers, 

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(d) local travel to and from airports, (e) out-of-town travel and lodging, (f) out-of-town meals, 

(g) court fees, (h) transcription services, (i) litigation support, and (j) professional services. All 

expense entries detailed in Exhibit B comply with the requirements set forth in the Guidelines, 

including an itemization of the expenses by category, the date the expense was incurred, and the 

individual incurring the expense, where available. The reasons for the expenses are selfexplanatory. In compliance with Appendix B Guidelines paragraph C.13, the requested expenses 

are of the kind customarily charged to Proskauer’s non-bankruptcy clients and by other comparable 

professionals. 

119. Proskauer generally charges from $0.10 (black and white) to $0.30 (color) per page 

for photocopying expenses. The rates charged by the firm for Westlaw and Lexis computerized 

research vary according to the type of research conducted and the specific files researched, but, in 

any event, Proskauer does not profit from the use of computer assisted legal research, as set forth 

in Schedule 4. As per the Appendix B Guidelines, Proskauer has not requested reimbursement of 

expenses related to overhead charges, such as secretarial services and proofreading. The 

expenditures Proskauer is seeking reimbursement for and which are reflected on Schedule 4 are all 

of the type customarily billed to clients.

120. During the Compensation Period, Proskauer has disbursed $228,540.36 as necessary 

and reasonable expenses. These charges cover Proskauer’s direct operating costs, which costs are 

not incorporated into the firm’s hourly billing rates (because to do so would impose that cost upon 

clients who do not require extensive photocopying and other facilities and services). Only clients 

who actually benefit from services of the kind set forth in Exhibit B are separately charged for such 

services. Proskauer has made every effort to minimize its expenses in the Debtor’s Title III Case. 

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The actual expenses incurred in providing professional services were necessary, reasonable, and 

justified under the circumstances to effectively serve the needs of the Debtor in its Title III case.

Compensation Paid and Its Source

121. All services for which Proskauer seeks compensation, and expenses for which it 

seeks reimbursement, were performed on behalf of the Oversight Board as representative of the 

Debtor. In connection with the matters covered by this Application, Proskauer received no payment 

and no promises of payment for services rendered, or to be rendered, from any source other than 

the Debtor. There is no agreement or understanding between Proskauer and any other person, other 

than members of the firm, for the sharing of compensation received for services rendered in this 

Title III case.

122. PROMESA sections 316 and 317 provide for interim compensation of professionals 

and govern the Court’s award of such compensation. PROMESA section 316 provides that a court 

may award a professional person employed by the Debtor or the Oversight Board under PROMESA

“(1) reasonable compensation for actual, necessary services rendered by the professional person, or 

attorney and by any paraprofessional person employed by any such person; and (2) reimbursement 

for actual, necessary expenses.” PROMESA § 316(a). Section 316 also sets forth the criteria for 

the award of such compensation and reimbursement:

In determining the amount of reasonable compensation to be awarded 

... the court shall consider the nature, the extent, and the value of 

such services, taking into account all relevant factors, including—

(1) the time spent on such services;

(2) the rates charged for such services;

(3) whether the services were necessary to the administration of, or 

beneficial at the time at which the service was rendered toward the 

completion of, a case under this chapter;

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(4) whether the services were performed within a reasonable amount 

of time commensurate with the complexity, importance, and nature 

of the problem, issue, or task addressed;

(5) with respect to a professional person, whether the person is board 

certified or otherwise has demonstrated skill and experience in the 

bankruptcy field; and

(6) whether the compensation is reasonable based on the customary 

compensation charged by comparably skilled practitioners in cases 

other than cases under this subchapter or title 11.

PROMESA § 316(c).

123. As noted above, the professional services and expenditures for which Proskauer 

seeks compensation and reimbursement in this Application were necessary and beneficial to the 

Oversight Board, as representative of the Debtor, and included, among other things, anticipating or 

responding to the Oversight Board’s needs and assisting in the Oversight Board’s navigation of the

Debtor’s very complex Title III case. The compensation requested herein is reasonable in light of 

the nature, extent, and value of such services to the Oversight Board. The Oversight Board has 

reviewed and approved this Application. 

Reservations

124. To the extent time or disbursement charges for services rendered or expenses 

incurred relate to the Compensation Period but were not processed prior to the preparation of this 

Application, or Proskauer has for any other reason not yet sought compensation or reimbursement 

of expenses herein with respect to any services rendered or expenses incurred during the 

Compensation Period, Proskauer reserves the right to request compensation for such services and 

reimbursement of such expenses in a future application.

Notice

125. Pursuant to the Interim Compensation Order, notice of this Application has been 

filed in the Debtor’s Title III Case and served upon:

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(a) the Financial Oversight and Management Board, 40 Washington Square 

South, Office 314A, New York, NY 10012, Attn: Professor Arthur J. 

Gonzalez, Oversight Board Member;

(b) attorneys for the Financial Oversight and Management Board as 

representative of The Commonwealth of Puerto Rico, O’Neill & Borges 

LLC, 250 Muñoz Rivera Ave., Suite 800, San Juan, PR 00918-1813, 

Attn: Hermann D. Bauer, Esq. (hermann.bauer@oneillborges. com);

(c) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory 

Authority, O’Melveny & Myers LLP, Times Square Tower, 7 Times 

Square, New York, NY 10036, Attn: John J. Rapisardi, Esq.

(jrapisardi@omm.com), Suzzanne Uhland, Esq. (suhland@omm.com),

and Diana M. Perez, Esq. (dperez@omm.com);

(d) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory 

Authority, Marini Pietrantoni Muniz LLC, MCS Plaza, Suite 500, 255 

Ponce de León Ave., San Juan P.R. 00917, Attn.: Luis C. Marini-Biaggi, 

Esq. (lmarini@mpmlawpr.com) and Carolina Velaz-Rivero Esq. 

(cvelaz@mpmlawpr.com); 

(e) the Office of the United States Trustee for the District of Puerto Rico, 

Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In 

re: Commonwealth of Puerto Rico);

(f) attorneys for the Official Committee of Unsecured Creditors, Paul 

Hastings LLP, 200 Park Ave., New York, NY 10166, Attn: Luc A. 

Despins, Esq. (lucdespins@paulhastings.com);

(g) attorneys for the Official Committee of Unsecured Creditors, Casillas, 

Santiago & Torres LLC, El Caribe Office Building, 53 Palmeras Street, 

Ste. 1601, San Juan, PR 00901, Attn: Juan J. Casillas Ayala, Esq. 

(jcasillas@cstlawpr.com) and Alberto J.E. Añeses Negrón, Esq.

(aaneses@cstlawpr.com);

(h) attorneys for the Official Committee of Retired Employees, Jenner & 

Block LLP, 919 Third Ave., New York, NY 10022, Attn: Robert Gordon, 

Esq. (rgordon@jenner.com) and Richard Levin, Esq. (rlevin@jenner.

com); and Jenner & Block LLP, 353 N. Clark Street, Chicago, IL 60654, 

Attn: Catherine Steege, Esq. (csteege@jenner.com) and Melissa Root, 

Esq. (mroot@jenner.com);

(i) attorneys for the Official Committee of Retired Employees, Bennazar, 

García & Milián, C.S.P., Edificio Union Plaza, PH-A, 416 Ave. Ponce 

de León, Hato Rey, PR 00918, Attn: A.J. Bennazar-Zequeira, Esq. 

(ajb@bennazar.org); 

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(j) the Puerto Rico Department of Treasury, PO Box 9024140, San Juan, PR 

00902-4140, Attn: Reylam Guerra Goderich, Deputy Assistant of 

Central Accounting (Reylam.Guerra@hacienda.pr.gov); Omar E. 

Rodríguez Pérez, CPA, Assistant Secretary of Central Accounting 

(Rodriguez.Omar@hacienda.pr.gov); Angel L. Pantoja Rodríguez, 

Deputy Assistant Secretary of Internal Revenue and Tax Policy 

(angel.pantoja@hacienda.pr.gov); Francisco Parés Alicea, Assistant 

Secretary of Internal Revenue and Tax Policy (francisco.pares@

hacienda.pr.gov); and Francisco Peña Montañez, CPA, Assistant 

Secretary of the Treasury (Francisco.Pena@hacienda.pr.gov); 

(k) attorneys for the Fee Examiner, EDGE Legal Strategies, PSC, 252 Ponce 

de León Avenue, Citibank Tower, 12th Floor, San Juan, PR 00918, Attn: 

Eyck O. Lugo (elugo@edgelegalpr.com); and

(l) attorneys for the Fee Examiner, Godfrey & Kahn, S.C., One East Main 

Street, Suite 500, Madison, WI 53703, Attn: Katherine Stadler 

(KStadler@gklaw.com). 

Proskauer submits that, in light of the foregoing, no other or further notice need be provided.

WHEREFORE Proskauer respectfully requests that the Court issue an order (a) allowing 

interim compensation for professional services rendered during the Compensation Period in the 

amount of $8,001,864.20 (which represents 100% of compensation sought for the Compensation 

Period, including the 10% professional compensation holdback amount), $7,739,402.00 of which 

represents fees earned outside of Puerto Rico and $262,462.20 of which represents fees earned in 

Puerto Rico, and reimbursement for actual and necessary expenses Proskauer incurred in 

connection with such services during the Compensation Period in the amount of $228,540.36; (b)

directing the Debtor to pay promptly to Proskauer the difference between (i) the amount of interim

compensation for professional services rendered and reimbursement of expenses incurred during 

the Compensation Period allowed hereunder, and (ii) the amounts for such compensation and 

expenses previously paid to Proskauer, consistent with the provisions of the Interim Compensation 

Order; (c) allowing such compensation for professional services rendered and reimbursement of 

actual and necessary expenses incurred without prejudice to Proskauer’s right to seek additional 

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compensation for services performed and expenses incurred during the Compensation Period, 

which were not processed at the time of this Application; and (d) granting Proskauer such other and 

further relief as is just and proper.

[Remainder of Page Intentionally Left Blank]

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Dated: November 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com 

 ebarak@proskauer.com 

 mzerjal@proskauer.com 

-and-

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

/s/ Ubaldo M. Fernández

Ubaldo M. Fernández

USDC No. 224807

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Attorneys for the Financial Oversight and

Management Board as Representative of the 

Debtor

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