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

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

UNITED STATES DISTRICT COURT

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

PROMESA

Title III 

Case No. 17 BK 3283-LTS

(Jointly Administered)

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

SUMMARY COVER PAGE TO THE THIRD INTERIM APPLICATION OF

O’NEILL & BORGES LLC FOR ALLOWANCE OF COMPENSATION FOR 

SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS 

ATTORNEYS TO THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR 

PUERTO RICO, AS REPRESENTATIVE OF DEBTORS, FOR THE PERIOD OF 

FEBRUARY 1, 2018 THROUGH MAY 31, 2018

Name of applicant O'Neill & Borges LLC (“O&B”)

Authorized to provide professional services to: Financial Oversight and Management Board, as 

Representative for the Debtors Pursuant to 

PROMESA Section 315(b)

Time period covered by this consolidated 

statement:

February 1, 2018 through May 31, 2018

Monthly Fee Statements subject to this request: February, March, April and May, 2018

Total amount of compensation sought for legal 

services for this period:

$511,739.32

 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 (4) Digits of Federal Tax ID: 3747). 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 1 of 53
2

Total amount of expense reimbursement sought 

for this period: 

$16,759.49

Total compensation approved by interim order to 

date:

$289,411.55 (see, Dkt. No. 2911)

Total expenses approved by interim order to 

date:

$15,515.50 (see, Docket No. 2911)

Total compensation for legal services paid to 

date:

$208,276.51

Total expenses paid to date: $2,405.19

Total compensation subject to objection: None

Total expenses subject to objection: None

Blended rate in this application for all attorneys

for the period of February 1, 2018 through May 

31, 2018 

$215.50

Blended rate in this application for all 

timekeepers for the period of February 1, 2018 

through May 31, 2018

$208.74

Number of professionals included in this 

application:

39

Difference between fees budgeted and 

compensation:

N/A

Number of professionals billing fewer than 15 

hours to this case:

13

Rates higher than those disclosed at retention: 0

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

Time)

This is an: ___ monthly(consolidated) X interim ___ final application

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 2 of 53
Estimated Hearing Date: November 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

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

Schedule 1

Third interim Compensation Period - Consolidated Fee Statements

February 1, 2018– May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 3 of 53
Estimated Hearing Date: November 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

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

Entity Period

Fees 

requested 

to be paid 

(100%)

Expenses 

requested 

to be paid 

(100%)

Total Fees 

and 

Expenses 

requested to 

be paid

Commonwealth of Puerto Rico

 February 1 through 

May 31, 2018 256,007.92 7,669.26 263,677.18 

COFINA

 February 1 through 

May 31, 2018 1,869.30 51.30 1,920.60 

HTA

 February 1 through 

May 31, 2018 31,776.75 62.90 31,839.65 

ERS

 February 1 through 

May 31, 2018 8,097.30 26.40 8,123.70 

PREPA

 February 1 through 

May 31, 2018 213,988.05 8,949.63 222,937.68 

TOTALS 511,739.32 16,759.49 $ 528,498.81 

Consolidated Fee Statement

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 4 of 53
Estimated Hearing Date: November 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

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

Schedule 2

Summary of Professional Services Rendered by 

Timekeeper for the Period February 1, 2018 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 5 of 53
2

Professional Position/Titl Department Hourly Billing Rate Total Billed Hours Total Compensation

Alfredo Alvarez Ibanez Member Corporate $ 300.00 8.80 $ 2,640.00

Salvador Antonetti Member Litigation $ 300.00 12.60 $ 3,780.00

Salvador Antonetti Member Litigation $ 150.00 8.00 $ 1,200.00

Hermann D. Bauer Member Litigation $ 290.00 403.90 $ 117,131.00

Hermann D. Bauer Member Litigation $ 145.00 14.20 $ 2,059.00

Jose R. Cacho Member Corporate $ 340.00 10.60 $ 3,604.00

Jorge L. Capo Member Labor $ 295.00 121.30 $ 35,783.50

Carla Garcia Benitez Member Litigation $ 330.00 57.00 $ 18,810.00

Carlos E. George Member Labor $ 245.00 80.20 $ 19,649.00

Rosa M. Lazaro Member Corporate $ 340.00 63.40 $ 21,556.00

Jerry Lucas Marrero Member Corporate $ 305.00 78.90 $ 24,064.50

Isis L. Perez Velez Member Corporate $ 250.00 163.80 $ 40,950.00

Pedro R. Pierluisi Member Corporate $ 395.00 33.40 $ 13,193.00

Pedro R. Pierluisi Member Corporate $ 197.50 5.50 $ 1,086.25

Julio Pietrantoni Member Corporate $ 355.00 65.70 $ 23,323.50

Samuel Rosado Domenech Member Corporate $ 290.00 42.50 $ 12,325.00

Antonio L. Collazo Jr. Member Corporate $ 210.00 37.50 $ 7,875.00

Ubaldo M. Fernandez Barrera Jr. Member Litigation $ 210.00 114.50 $ 24,045.00

Rafael Hernandez Jr. Member Corporate $ 215.00 0.80 $ 172.00

Beatriz Baldit Castro Associate Corporate $ 165.00 31.60 $ 5,214.00

Jorge A. Candelaria Associate Corporate $ 170.00 193.90 $ 32,963.00

Paula A. Gonzalez Montalvo Associate Litigation $ 170.00 25.50 $ 4,335.00

Arturo Hernandez Associate Litigation $ 175.00 4.00 $ 700.00

Natalia Marin Catala Associate Labor $ 175.00 8.90 $ 1,557.50

Yarissa Molina Olivera Associate Corporate $ 175.00 7.20 $ 1,260.00

Karla M. Morales Associate Corporate $ 170.00 1.70 $ 289.00

Adriana Moreno Associate Labor $ 160.00 8.60 $ 1,376.00

Daniel J. Perez Refojos Associate Litigation $ 180.00 159.90 $ 28,782.00

Priscila M. Ramirez Segarra Associate Corporate $ 175.00 67.90 $ 11,882.50

Christopher T. Rivera Associate Corporate $ 170.00 4.30 $ 731.00

Francisco G. Rodriguez Associate Corporate $ 170.00 50.60 $ 8,602.00

Ivan Santos Castaldo Associate Labor $ 170.00 16.70 $ 2,839.00

Rosangela Torres Torres Associate Labor $ 160.00 87.50 $ 14,000.00

Emiliano Trigo Fritz Associate Corporate $ 200.00 262.20 $ 52,440.00

Carlos Vazquez Alberty Associate Labor $ 165.00 9.80 $ 1,617.00

 541,834.75

 (54,183.48)

 2,262.90 487,651.27 215.50 Blended Rate For Attorneys

Olga M. Alicea Paralegal Litigation $ 145.00 108.10 $ 15,674.50

Aida Barrios Paralegal Labor $ 140.00 41.60 $ 5,824.00

Claritza De Leon Paralegal Litigation $ 140.00 0.20 $ 28.00

Milagros Marcano Baez Paralegal Litigation $ 135.00 38.80 $ 5,238.00

 26,764.50

 (2,676.45)

 188.70 24,088.05 127.65 Blended Rate for Paralegals

Summary of Legal Fees for the Period February 1 through May 31, 2018

ALL TITLE III MATTERS

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 6 of 53
3

Professional Position/Title Department Hourly Billing Rate

 Total 

Billed 

Hours 

Total 

Compensation

Blended 

Rate For 

Attorneys

Blended 

Rate for 

Paralegals

Alfredo Alvarez Ibanez Member Corporate $ 300.00 8.80 $ 2,640.00

Salvador Antonetti Member Litigation $ 300.00 12.60 $ 3,780.00

Salvador Antonetti Member Litigation $ 150.00 8.00 $ 1,200.00

Hermann D. Bauer Member Litigation $ 290.00 403.90 $ 117,131.00

Hermann D. Bauer Member Litigation $ 145.00 14.20 $ 2,059.00

Jose R. Cacho Member Corporate $ 340.00 10.60 $ 3,604.00

Jorge L. Capo Member Labor $ 295.00 121.30 $ 35,783.50

Carla Garcia Benitez Member Litigation $ 330.00 57.00 $ 18,810.00

Carlos E. George Member Labor $ 245.00 80.20 $ 19,649.00

Rosa M. Lazaro Member Corporate $ 340.00 63.40 $ 21,556.00

Jerry Lucas Marrero Member Corporate $ 305.00 78.90 $ 24,064.50

Isis L. Perez Velez Member Corporate $ 250.00 163.80 $ 40,950.00

Pedro R. Pierluisi Member Corporate $ 395.00 33.40 $ 13,193.00

Pedro R. Pierluisi Member Corporate $ 197.50 5.50 $ 1,086.25

Julio Pietrantoni Member Corporate $ 355.00 65.70 $ 23,323.50

Samuel Rosado Domenech Member Corporate $ 290.00 42.50 $ 12,325.00

Antonio L. Collazo Jr. Member Corporate $ 210.00 37.50 $ 7,875.00

Ubaldo M. Fernandez Barrera Jr. Member Litigation $ 210.00 114.50 $ 24,045.00

Rafael Hernandez Jr. Member Corporate $ 215.00 0.80 $ 172.00

Beatriz Baldit Castro Associate Corporate $ 165.00 31.60 $ 5,214.00

Jorge A. Candelaria Associate Corporate $ 170.00 193.90 $ 32,963.00

Paula A. Gonzalez Montalvo Associate Litigation $ 170.00 25.50 $ 4,335.00

Arturo Hernandez Associate Litigation $ 175.00 4.00 $ 700.00

Natalia Marin Catala Associate Labor $ 175.00 8.90 $ 1,557.50

Yarissa Molina Olivera Associate Corporate $ 175.00 7.20 $ 1,260.00

Karla M. Morales Associate Corporate $ 170.00 1.70 $ 289.00

Adriana Moreno Associate Labor $ 160.00 8.60 $ 1,376.00

Daniel J. Perez Refojos Associate Litigation $ 180.00 159.90 $ 28,782.00

Priscila M. Ramirez Segarra Associate Corporate $ 175.00 67.90 $ 11,882.50

Christopher T. Rivera Associate Corporate $ 170.00 4.30 $ 731.00

Francisco G. Rodriguez Associate Corporate $ 170.00 50.60 $ 8,602.00

Ivan Santos Castaldo Associate Labor $ 170.00 16.70 $ 2,839.00

Rosangela Torres Torres Associate Labor $ 160.00 87.50 $ 14,000.00

Emiliano Trigo Fritz Associate Corporate $ 200.00 262.20 $ 52,440.00

Carlos Vazquez Alberty Associate Labor $ 165.00 9.80 $ 1,617.00

Olga M. Alicea Paralegal Litigation $ 145.00 108.10 $ 15,674.50

Aida Barrios Paralegal Labor $ 140.00 41.60 $ 5,824.00

Claritza De Leon Paralegal Litigation $ 140.00 0.20 $ 28.00

Milagros Marcano Baez Paralegal Litigation $ 135.00 38.80 $ 5,238.00 215.50 127.65

$ 568,599.25

Less: 10% Courtesy Discount $ (56,859.93)

TOTALS 2,451.60 $ 511,739.32 $ 215.50 $ 127.65

BLENDED RATE FOR ALL $ 208.74

ALL TITLE III MATTERS

Grand Summary of Legal Fees for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 7 of 53
4

Professional Position/Title Department Hourly Billing Rate Total Billed Hours Total Compensation

Alfredo Alvarez Ibanez Member Corporate $ 300.00 1.60 $ 480.00

Salvador Antonetti Member Litigation $ 300.00 12.60 $ 3,780.00

Salvador Antonetti Member Litigation $ 150.00 8.00 $ 1,200.00

Hermann D. Bauer Member Litigation $ 290.00 187.60 $ 54,404.00

Jose R. Cacho Member Corporate $ 340.00 1.00 $ 340.00

Jorge L. Capo Member Labor $ 295.00 121.30 $ 35,783.50

Carla Garcia Benitez Member Litigation $ 330.00 22.10 $ 7,293.00

Carlos E. George Member Labor $ 245.00 75.60 $ 18,522.00

Rosa M. Lazaro Member Corporate $ 340.00 50.30 $ 17,102.00

Isis L. Perez Velez Member Corporate $ 250.00 1.40 $ 350.00

Pedro R. Pierluisi Member Corporate $ 395.00 23.20 $ 9,164.00

Pedro R. Pierluisi Member Corporate $ 197.50 5.50 $ 1,086.25

Julio Pietrantoni Member Corporate $ 355.00 37.10 $ 13,170.50

Samuel Rosado Domenech Member Corporate $ 290.00 12.30 $ 3,567.00

Ubaldo M. Fernandez Barrera Jr. Member Litigation $ 210.00 57.20 $ 12,012.00

Rafael Hernandez Jr. Member Corporate $ 215.00 0.80 $ 172.00

Beatriz Baldit Castro Associate Corporate $ 165.00 8.40 $ 1,386.00

Jorge A. Candelaria Associate Corporate $ 170.00 104.00 $ 17,680.00

Paula A. Gonzalez Montalvo Associate Litigation $ 170.00 6.00 $ 1,020.00

Arturo Hernandez Associate Litigation $ 175.00 1.60 $ 280.00

Natalia Marin Catala Associate Labor $ 175.00 8.90 $ 1,557.50

Yarissa Molina Olivera Associate Corporate $ 175.00 7.20 $ 1,260.00

Karla M. Morales Associate Corporate $ 170.00 1.70 $ 289.00

Adriana Moreno Associate Labor $ 160.00 8.60 $ 1,376.00

Daniel J. Perez Refojos Associate Litigation $ 180.00 89.70 $ 16,146.00

Priscila M. Ramirez Segarra Associate Corporate $ 175.00 21.60 $ 3,780.00

Francisco G. Rodriguez Associate Corporate $ 170.00 42.00 $ 7,140.00

Ivan Santos Castaldo Associate Labor $ 170.00 16.70 $ 2,839.00

Rosangela Torres Torres Associate Labor $ 160.00 59.70 $ 9,552.00

Emiliano Trigo Fritz Associate Corporate $ 200.00 149.90 $ 29,980.00

Carlos Vazquez Alberty Associate Labor $ 165.00 9.80 $ 1,617.00

Olga M. Alicea Paralegal Litigation $ 145.00 4.70 $ 681.50

Aida Barrios Paralegal Labor $ 140.00 41.60 $ 5,824.00

Claritza De Leon Paralegal Litigation $ 140.00 0.20 $ 28.00

Milagros Marcano Baez Paralegal Litigation $ 135.00 26.60 $ 3,591.00

Totals 1,226.50 $ 284,453.25

Less: 10% Courtesy discount $ (28,445.33)

$ 256,007.92

COMMONWEALTH OF PR TITLE III

Summary of Legal Fees for the Period February 1 through May 31, 2018

SUMMARY OF LEGAL FEES

Note: This summary includes 5.5 hours of non-working travel time for 

attorney Pedro R. Pierluisi and 8.0 hours of non-working travel time for 

attorney Salvador Antonetti.

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 8 of 53
5

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 9 of 53
6

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 10 of 53
7

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 11 of 53
8

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 12 of 53
9

Schedule 3

Summary of Professional Services Rendered by Project 

Category for the Period February 1, 2018 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 13 of 53
10

Task Code Matter Description Total Billed 

Hours

Total Fees 

Requested

Less 10% 

Discount

201 Tasks Relating to the Board, its Members, its Staff, its 

Advisors or its Consultants 132.10 $ 31,748.75 $ 28,573.88

202 Legal Research 178.40 $ 33,513.50 $ 30,162.15

203 Hearings and other Non Filed Communications with the 

Court 91.30 $ 20,821.00 $ 18,738.90

204 Communications with Claim Holders 19.20 $ 4,948.50 $ 4,453.65

205

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

 2.70 $ 684.00 $ 615.60

206 Documents filed on behalf of the Board 186.70 $ 39,297.50 $ 35,367.75

207 Non-Board Court Filings 49.70 $ 12,092.50 $ 10,883.25

208 Stay Matters 63.40 $ 16,674.50 $ 15,007.05

209 Adversary Proceeding 269.30 $ 64,549.00 $ 58,094.10

210 Analysis and Strategy 726.60 $ 180,960.00 $162,864.00

211 Non-Working Travel Time 6.40 $ 928.00 $ 835.20

212 General Administration 94.20 $ 24,007.00 $ 21,606.30

213 Labor, Pension Matters 244.60 $ 69,309.00 $ 62,378.10

214 Legal/Regulatory Matters 17.50 $ 4,717.50 $ 4,245.75

215 Plan of Adjustment and Disclosure Statem 98.70 $ 16,141.50 $ 14,527.35

216 Confirmation 2.50 $ 500.00 $ 450.00

217 Tax 4.30 $ 731.00 $ 657.90

218 Employment and Fee Applications 31.20 $ 6,819.00 $ 6,137.10

219 Docketing 28.60 $ 3,967.50 $ 3,570.75

220 Translations 132.20 $ 18,976.50 $ 17,078.85

221 Discovery/2004 Examinations 23.40 $ 5,786.00 $ 5,207.40

222 Claims and Claims Objections 1.60 $ 333.00 $ 299.70

223 Assumption and Rejection of Leases 1.10 $ 319.00 $ 287.10

224 Fee Applications-O&B 36.50 $ 8,904.00 $ 8,013.60

225 Fee Applications-Proskauer 9.40 $ 1,871.00 $ 1,683.90

$ 568,599.25 $511,739.33

Less: 10% Courtesy Discount $ (56,859.93)

TOTALS 2,451.60 $ 511,739.32

ALL TITLE III MATTERS

Summary of Legal Fees for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 14 of 53
11

Task Code Matter Description

Total 

Billed 

Hours

Total Fees 

Requested

201 Tasks Relating to the Board, its Members, its Staff, its 

Advisors or its Consultants 86.10 $ 19,787.75

202 Legal Research 113.30 $ 20,987.00

203 Hearings and other Non Filed Communications with the 

Court 38.40 $ 9,754.00

204 Communications with Claim Holders 6.20 $ 1,294.00

206 Documents filed on behalf of the Board 73.30 $ 14,467.00

207 Non-Board Court Filings 28.30 $ 6,473.00

208 Stay Matters 43.40 $ 11,418.50

209 Adversary Proceeding 49.30 $ 12,628.50

210 Analysis and Strategy 259.60 $ 64,969.50

212 General Administration 55.20 $ 14,242.00

213 Labor, Pension Matters 215.60 $ 60,189.00

214 Legal/Regulatory Matters 17.50 $ 4,717.50

215 Plan of Adjustment and Disclosure Statem 98.70 $ 16,141.50

218 Employment and Fee Applications 24.60 $ 5,273.00

219 Docketing 22.70 $ 3,064.50

220 Translations 37.20 $ 5,242.50

221 Discovery/2004 Examinations 17.20 $ 4,196.00

222 Claims and Claims Objections 1.60 $ 333.00

224 Fee Applications-O&B 34.30 $ 8,442.00

225 Fee Applications-Proskauer 4.00 $ 833.00

$ 284,453.25

Less: 10% Courtesy Discount $ (28,445.33)

TOTALS 1,226.50 $ 256,007.92

COMMONWEALTH OF PR TITLE III

Summary of Legal Fees for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 15 of 53
12

Task Code Matter Description

Total 

Billed 

Hours

Total Fees 

Requested

201 Tasks Relating to the Board, its Members, its Staff, its 

Advisors or its Consultants 2.20 $ 440.00

206 Documents filed on behalf of the Board 0.20 $ 36.00

209 Adversary Proceeding 0.30 $ 87.00

210 Analysis and Strategy 2.50 $ 810.50

212 General Administration 0.30 $ 87.00

218 Employment and Fee Applications 1.30 $ 273.00

219 Docketing 0.10 $ 13.50

224 Fee Applications-O&B 1.40 $ 294.00

225 Fee Applications-Proskauer 0.20 $ 36.00

$ 2,077.00

Less: 10% Courtesy Discount $ (207.70)

TOTALS 8.50 $ 1,869.30

COFINA TITLE III 

Summary of Legal Fees for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 16 of 53
13

Task Code Matter Description

Total 

Billed 

Hours

Total Fees 

Requested

201 Tasks Relating to the Board, its Members, its Staff, its 

Advisors or its Consultants 3.50 $ 918.50

202 Legal Research 12.90 $ 2,256.00

203 Hearings and other Non Filed Communications with the 

Court 0.80 $ 232.00

204 Communications with Claim Holders 1.10 $ 315.00

205

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

 0.90 $ 219.50

206 Documents filed on behalf of the Board 26.10 $ 5,992.00

207 Non-Board Court Filings 2.20 $ 638.00

208 Stay Matters 8.30 $ 2,199.00

209 Adversary Proceeding 28.60 $ 7,930.00

210 Analysis and Strategy 35.30 $ 10,531.50

212 General Administration 11.50 $ 2,755.00

218 Employment and Fee Applications 2.40 $ 492.00

219 Docketing 2.00 $ 363.00

223 Assumption and Rejection of Leases 1.10 $ 319.00

225 Fee Applications-Proskauer 0.70 $ 147.00

$ 35,307.50

Less: 10% Courtesy Discount $ (3,530.75)

TOTALS 137.40 $ 31,776.75

HTA TITLE III 

Summary of Legal Fees for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 17 of 53
14

Task Code Matter Description

Total 

Billed 

Hours

Total Fees 

Requested

202 Legal Research 35.30 $ 6,158.00

203 Hearings and other Non Filed Communications with the 

Court 2.50 $ 725.00

206 Documents filed on behalf of the Board 2.10 $ 399.00

207 Non-Board Court Filings 0.70 $ 126.00

208 Stay Matters 1.00 $ 266.00

210 Analysis and Strategy 0.60 $ 174.00

212 General Administration 1.30 $ 377.00

213 Labor, Pension Matters 0.40 $ 136.00

218 Employment and Fee Applications 0.60 $ 126.00

219 Docketing 0.40 $ 54.00

224 Fee Applications-O&B 0.80 $ 168.00

225 Fee Applications-Proskauer 1.60 $ 288.00

$ 8,997.00

Less: 10% Courtesy Discount $ (899.70)

TOTALS 47.30 $ 8,097.30

 ERS TITLE III 

Summary of Legal Fees for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 18 of 53
15

Task Code Matter Description Total Billed 

Hours

Total Fees 

Requested

201 Tasks Relating to the Board, its Members, its Staff, its 

Advisors or its Consultants 40.30 $ 10,602.50

202 Legal Research 16.90 $ 4,112.50

203 Hearings and other Non Filed Communications with the 

Court 49.60 $ 10,110.00

204 Communications with Claim Holders 11.90 $ 3,339.50

205

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

 1.80 $ 464.50

206 Documents filed on behalf of the Board 85.00 $ 18,403.50

207 Non-Board Court Filings 18.50 $ 4,855.50

208 Stay Matters 10.70 $ 2,791.00

209 Adversary Proceeding 191.10 $ 43,903.50

210 Analysis and Strategy 428.60 $ 104,474.50

211 Non-Working Travel Time 6.40 $ 928.00

212 General Administration 25.90 $ 6,546.00

213 Labor, Pension Matters 28.60 $ 8,984.00

216 Confirmation 2.50 $ 500.00

217 Tax 4.30 $ 731.00

218 Employment and Fee Applications 2.30 $ 655.00

219 Docketing 3.40 $ 472.50

220 Translations 95.00 $ 13,734.00

221 Discovery/2004 Examinations 6.20 $ 1,590.00

225 Fee Applications-Proskauer 2.90 $ 567.00

$ 237,764.50

Less: 10% Courtesy Discount $ (23,776.45)

TOTALS 1,031.90 $ 213,988.05

PREPA TITLE III 

Summary of Legal Fees for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 19 of 53
16

Schedule 4

Summary of Actual and Necessary Expenses Incurred 

for the Period February 1, 2018 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 20 of 53
17

Description - Expenses Amounts 

Airfare Expense to New York on March 26,2018 for Injunction Hearing RE: Case 18-0021-HDB $ 541.80 

Clerk's Office - US District Courts, Filing Fee Pro Hac Vice for Margaret A. Dale-DJP/CGB $ 300.00 

Clerk's Office - US District Courts, Filing Fee RE: Notice of Removal Case 18-00053-LTS-DJP/HDB $ 400.00 

Clerk's Office - US District Courts, Filing Fee RE: Notice of Removal-DJP/HDB $ 400.00 

Clerk's Office - US District Courts, Pro Hac Vice Application for Gregg Mashberg-DJP/HDB $ 300.00 

Duplicating $ 970.20 

Duplicating-Color $ 3,201.30 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14, 2018, as follows: Transportation (Uber) - HDB $ 72.70 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14-16, 2018, as follows: Airfare - HDB $ 696.10 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14-16, 2018, as follows: Breakfast - February 16, 2018 - 

HDB $ 40.00 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14-16, 2018, as follows: Dinner February 15, 2018 - $ 40.00 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14-16, 2018, as follows: Lodging - HDB $ 285.40 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 15, 2018, as follows: Transportation (Uber) - HDB $ 64.00 

Ground Transportation to Hotel and Court for Injunction Hearing on March 26,2018 RE: Case 18-0021-HDB $ 84.84 

Hotel Expense at Fairfield Inn Suites on March 26,2018 for Injunction Hearing RE: Case 18-0021-HDB $ 277.34 

Hotel Expense at Hilton Times Square on December 20,2017 RE: Omnibus Hearing-UMF $ 220.37 

Hotel Non Refundable Reservation Expense for Hearing Cancelled on April 24,2018-SAS $ 322.00 

IRS Stamps $ 78.00 

Messenger Delivery $ 142.00 

Parking Fee on April 5,2018 at San Juan Court to Obtain Copy of Complaint and Exhibits in Case SJ2018CU01670-MMB/RML $ 4.43 

Rita, Inv. 2926, Certificate of Translation RE: Martinez Marrero V. Gonzalez Droz-UMF/AAI $ 1,591.47 

Rita, Inv.2752, Translation of rule 25 of the rules of the Supreme Court of PR-SAS $ 178.04 

Rita, Inv.2912, Professional Fees RE: Translation of Motion to Dismiss filed by Commonwealth, Motion to Dismiss filed by PREPA, and Motion for Reissue of 

Service filed by Plaintiffs-DJP/HDB $ 3,446.74 

Taxi Expense from JFK to Manhattan on December 20,2018 RE: Omnibus Hearing-UMF $ 70.27 

Telephonic Appearance Fee RE: Motion for Summary Judgment Case #17-00257-UMF $ 70.00 

United Parcel Service, Inv.725102198, C.T. Whitmore, Esq, J.T. Duffy, Esq and Jason M. Reed, Esq, Maslon, LLP-UMF $ 51.04 

United Parcel Service, Inv.725102198, J.J. Rapisardi, Esq, S. Uhland, Esq and D.M. Perez, Esq, O'Melveny & Myers, LLP-UMF $ 62.06 

United Parcel Service, Inv.725102198, L.A. Despins, Esq, A.V. Tnezer, Esq, M.E. Commerford, Esq, Paul A. Hastings, LLP-UMF $ 51.04 

United Parcel Service, Inv.725102198, Michael J. Bienenstock, Esq and Ehud Barack, Esq, Proskauer Rose, LLP $ 62.06 

United Parcel Service, Inv.725102198, Nancy A. Mitchell, Esq and Nathan A. Haynes, Esq, Greenberg Traurig, LLP-UMF $ 62.06 

United Parcel Service, Inv.725102198, Office of US Trustee for Region 21-UMF $ 58.64 

United Parcel Service, Inv.725102198, Paul V. Possinger, Esq, Proskauer Rose, LLP $ 58.64 

United Parcel Service, Inv.725102198, Prof. Arthur J. Gonzalez, FOMB-UMF $ 62.06 

United Parcel Service, Inv.725102198, Robert Gordon, Esq and Richard Levin, Esq, Jenner & Block, LLP-UMF $ 62.06 

US Legal Support, Inv.130047077, Certified Copy of Transcript of Todd Filsinger-HDB/AAI $ 2,432.83 

 Totals $ 16,759.49 

SUMMARY OF DISBURSEMENTS $ 16,759.49 

ALL TITLE III MATTERS

Summary of Disbursements for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 21 of 53
18

Description - Expenses Amounts 

Clerk's Office - US District Courts, Filing Fee Pro Hac Vice for Margaret A. Dale-DJP/CGB $ 300.00

Clerk's Office - US District Courts, Pro Hac Vice Application for Gregg Mashberg-DJP/HDB $ 300.00

Duplicating $ 804.90

Duplicating-Color $3,197.55

Hotel Expense at Hilton Times Square on December 20,2017 RE: Omnibus Hearing-UMF $ 220.37

Hotel Non Refundable Reservation Expense for Hearing Cancelled on April 24,2018-SAS $ 322.00

Messenger Delivery $ 85.00

Rita, Inv. 2926, Certificate of Translation RE: Martinez Marrero V. Gonzalez Droz-UMF/AAI $1,591.47

Rita, Inv.2752, Translation of rule 25 of the rules of the Supreme Court of PR-SAS $ 178.04

Taxi Expense from JFK to Manhattan on December 20,2018 RE: Omnibus Hearing-UMF $ 70.27

Telephonic Appearance Fee RE: Motion for Summary Judgment Case #17-00257-UMF $ 70.00

United Parcel Service, Inv.725102198, C.T. Whitmore, Esq, J.T. Duffy, Esq and Jason M. Reed, Esq, Maslon, LLP-UMF $ 51.04

United Parcel Service, Inv.725102198, J.J. Rapisardi, Esq, S. Uhland, Esq and D.M. Perez, Esq, O'Melveny & Myers, LLP-UMF $ 62.06

United Parcel Service, Inv.725102198, L.A. Despins, Esq, A.V. Tnezer, Esq, M.E. Commerford, Esq, Paul A. Hastings, LLP-UMF $ 51.04

United Parcel Service, Inv.725102198, Michael J. Bienenstock, Esq and Ehud Barack, Esq, Proskauer Rose, LLP $ 62.06

United Parcel Service, Inv.725102198, Nancy A. Mitchell, Esq and Nathan A. Haynes, Esq, Greenberg Traurig, LLP-UMF $ 62.06

United Parcel Service, Inv.725102198, Office of US Trustee for Region 21-UMF $ 58.64

United Parcel Service, Inv.725102198, Paul V. Possinger, Esq, Proskauer Rose, LLP $ 58.64

United Parcel Service, Inv.725102198, Prof. Arthur J. Gonzalez, FOMB-UMF $ 62.06

United Parcel Service, Inv.725102198, Robert Gordon, Esq and Richard Levin, Esq, Jenner & Block, LLP-UMF $ 62.06

 Totals $7,669.26

SUMMARY OF DISBURSEMENTS $7,669.26

Summary of Disbursements for the Period February 1 through May 31, 2018

COMMONWEALTH OF PR TITLE III

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 22 of 53
19

Totals $51.30

SUMMARY OF DISBURSEMENTS $51.30

COFINA TITLE III 

Summary of Disbursements for the Period February 1 through May 31, 2018

Description - Expenses Amounts

Duplicating $ 51.30

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 23 of 53
20

Totals $62.90

SUMMARY OF DISBURSEMENTS $62.90

HTA TITLE III 

Summary of Disbursements for the Period February 1 through May 31, 2018

Description - Expenses Amounts

Duplicating $ 62.90

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 24 of 53
21

Totals $ 26.40

SUMMARY OF DISBURSEMENTS $ 26.40

 ERS TITLE III 

Summary of Disbursements for the Period February 1 through May 31, 2018

Description - Expenses Amounts

Duplicating $ 26.40

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 25 of 53
22

Description - Expenses Amounts 

Airfare Expense to New York on March 26,2018 for Injunction Hearing RE: Case 18-0021-HDB $ 541.80 

Clerk's Office - US District Courts, Filing Fee RE: Notice of Removal Case 18-00053-LTS-DJP/HDB $ 400.00 

Clerk's Office - US District Courts, Filing Fee RE: Notice of Removal-DJP/HDB $ 400.00 

Duplicating $ 24.70 

Duplicating-Color $ 3.75 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14, 2018, as follows: 

Transportation (Uber) - HDB $ 72.70 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14-16, 2018, as follows: Airfare - 

HDB $ 696.10 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14-16, 2018, as follows: 

Breakfast - February 16, 2018 - HDB $ 40.00 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14-16, 2018, as follows: Dinner 

February 15, 2018 - HDB $ 40.00 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 14-16, 2018, as follows: Lodging - 

HDB $ 285.40 

Expenses for trip to New York related to hearing on PREPA post petition for financing motion from February 15, 2018, as follows: 

Transportation (Uber) - HDB $ 64.00 

Ground Transportation to Hotel and Court for Injunction Hearing on March 26,2018 RE: Case 18-0021-HDB $ 84.84 

Hotel Expense at Fairfield Inn Suites on March 26,2018 for Injunction Hearing RE: Case 18-0021-HDB $ 277.34 

IRS Stamps $ 78.00 

Messenger Delivery $ 57.00 

Parking Fee on April 5,2018 at San Juan Court to Obtain Copy of Complaint and Exhibits in Case SJ2018CU01670-MMB/RML $ 4.43 

Rita, Inv.2912, Professional Fees RE: Translation of Motion to Dismiss filed by Commonwealth, Motion to Dismiss filed by PREPA, and 

Motion for Reissue of Service filed by Plaintiffs-DJP/HDB $ 3,446.74 

US Legal Support, Inv.130047077, Certified Copy of Transcript of Todd Filsinger-HDB/AAI $ 2,432.83 

 Totals $ 8,949.63 

SUMMARY OF DISBURSEMENTS $ 8,949.63 

PREPA TITLE III 

Summary of Disbursements for the Period February 1 through May 31, 2018

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 26 of 53
23

Estimated Hearing Date: June 6, 2018 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: April 26, 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

PROMESA

Title III 

Case No. 17 BK 3283-LTS

(Jointly Administered)

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

THIRD INTERIM APPLICATION OF O’NEILL & BORGES LLC FOR ALLOWANCE 

OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF 

EXPENSES AS ATTORNEYS TO THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, AS REPRESENTATIVE OF 

DEBTORS, FOR THE PERIOD OF FEBRUARY 1, 2018 THROUGH MAY 31, 2018

To the Honorable United States District Court Judge Laura Taylor Swain:

COMES NOW O’Neill & Borges LLC (“O&B”), attorneys for the Financial Oversight 

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

the Commonwealth of Puerto Rico (“Commonwealth”), Puerto Rico Sales Tax Financing 

Corporation (“COFINA”), Puerto Rico Highways and Transportation Authority (“HTA”), 

Employees Retirement System for the Commonwealth of Puerto Rico (“ERS”), and Puerto Rico 

Electric Power Authority (“PREPA,” jointly with the Commonwealth, COFINA, HTA and ERS

 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 (4) Digits of Federal Tax ID: 3747). 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 27 of 53
24

referred to as “Debtors”) pursuant to section 315(b) of the Puerto Rico Oversight, Management, 

and Economic Stability Act (“PROMESA”),2 hereby submits this Third interim application (the 

“Application”), pursuant to PROMESA sections 316 and 317, Rule 2016 of the Federal Rules 

of Bankruptcy Procedure (the “Bankruptcy Rules”),3

 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 (Dkt. 

No. 3269) (the “Interim Compensation Order”), for (a) allowance of interim compensation for 

professional services performed by O&B for the period commencing February 1, 2018 through 

and including May 31, 2018 (the “Compensation Period”) in the amount of $511,739.32, and 

(b) reimbursement of its actual and necessary expenses in the amount of $16,759.49. In support 

thereof, O&B alleges and prays as follows:

Jurisdiction

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

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

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

3. O&B submits this Application pursuant to PROMESA sections 316 and 317. 

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 

 2

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

3

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

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 28 of 53
25

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.” 

48 U.S.C. § 2175.

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

entities” under PROMESA section 101(d).

7. 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 section 304(a) of PROMESA, commencing a case under title III 

thereof (the “Commonwealth’s Title III Case”). Pursuant to PROMESA section 315(b), the 

Oversight Board is the Debtor’s representative in the Commonwealth’s Title III Case.

8. On May 5, 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 Puerto Rico 

Sales Tax Financing Corporation (“COFINA”) pursuant to section 304(a) of PROMESA, by and 

through the Oversight Board, as COFINA's representative pursuant to PROMESA section 

315(b), commencing a case under title III thereof (the “COFINA’s Title III Case”). Pursuant to 

PROMESA section 315(b), the Oversight Board is CONFINA’s representative in the COFINA’s 

Title III Case.

9. On May 21, 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

Puerto Rico Highways and Transportation Authority (“HTA”) pursuant to section 304(a) of 

PROMESA, by and through the Oversight Board, as HTA's representative pursuant to 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 29 of 53
26

PROMESA section 315(b), commencing a case under title III thereof (the “HTA’s Title III 

Case”). Pursuant to PROMESA section 315(b), the Oversight Board is HTA’s representative in 

the HTA’s Title III Case.

10. On May 21, 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

Employees Retirement System for the Commonwealth of Puerto Rico (“ERS”) pursuant to 

section 304(a) of PROMESA, by and through the Oversight Board, as ERS's representative 

pursuant to PROMESA section 315(b), commencing a case under title III thereof (the “ERS’s 

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

representative in the ERS’s Title III Case.

11. On July 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

Puerto Rico Electric Power Authority (“PREPA”) pursuant to section 304(a) of PROMESA, 

by and through the Oversight Board, as PREPA's representative pursuant to PROMESA 

section 315(b), commencing a case under title III thereof (the “PREPA’s Title III Case”). 

Pursuant to PROMESA section 315(b), the Oversight Board is PREPA’s representative in the 

PREPA’s Title III Case.

12. The Commonwealth, COFINA, HTA, ERS, and PREPA Title III Cases are jointly 

administered for procedural purposes only, pursuant to PROMESA section 304(g) and 

Bankruptcy Rule 1015. See Dkt. Nos. 242, 537, 1417.

13. On May 22, 2018, 2018, O&B served on the Notice Parties (as defined in the 

Interim Compensation Order) its monthly fee statements for the period February 1, 2018 through 

March 31, 2018. On July 9, 2018, O&B served on the Notice Parties its monthly fee statements 

for the period of April 1, 2018 through May 31, 2018.

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 30 of 53
27

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

foregoing summary, upon submitting such monthly fee statements, O&B has requested payment 

in the total amount of $460,565.39 of its fees (payment of ninety percent (90%) of the 

compensation sought) and reimbursement of $16,759.49 of related expenses (one-hundred 

percent (100%) of expenses incurred) and has received $208,276.51 in fees and $2,405.19 in 

expenses with respect to fee statements filed during the Compensation Period.

Summary of Services Rendered by O&B During the Compensation Period

15. This is O&B’s third interim application for compensation in the Debtors’ Title III 

Cases. 

16. O&B has served as Puerto Rico counsel for the Oversight Board, who as the 

Debtors’ representative in these restructuring cases, defends their respective rights and interests 

in the multiplicity of litigation attacking the certified fiscal plans for the Debtors and their 

respective restructuring efforts in accordance with PROMESA, and engages with creditors and 

other stakeholders on alternatives for a Title III plan of adjustment. O&B has worked closely 

with Proskauer Rose LLP (“Proskauer”) in the formulation of the different legal strategies 

designed to further PROMESA’s mandate of returning the Commonwealth to fiscal 

responsibility and access to capital markets. 

17. O&B has worked with Proskauer in, among other things, the following: 

(a) preparation and filing of pleadings and briefs in litigation matters; (b) preparation for 

hearings; (c) research laws and jurisprudence, both Federal and local, regarding proposed plan 

issues, including bankruptcy, U.S. and P.R. Constitutional issues; and (d) performed other 

professional services as described in this Application and reflected in Schedule 3 and Exhibit B.

18. O&B seeks an allowance, pursuant to the Interim Compensation Order, 

of $511,739.32 as compensation for professional services rendered and $16,759.49 as

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 31 of 53
28

reimbursement for actual and necessary expenses incurred during the Compensation Period in 

connection with such professional services. The Application shows that for the Compensation 

Period in question O&B has applied a 10% discount on the hourly rates of all of the attorneys 

and paralegals working on these cases.

19. O&B maintains electronic invoices in connection with the firm’s representation of 

the Oversight Board as representative of the Debtor. Copies of the electronic invoices with 

respect to the Oversight Board as representative of the Debtors for the Compensation Period are 

attached hereto as Exhibit B.

20. O&B’s summary of itemized time records for professionals and paralegals 

performing services for the Oversight Board with respect to the Debtors during the 

Compensation Period is attached hereto as Schedule 1. During the Compensation Period, O&B

billed the Oversight Board for time expended by attorneys based on O&B’s hourly rate for each 

professional and paralegal as detailed in Schedule 2. The professional services performed by 

O&B during the Compensation Period resulted in 1,322.60 recorded hours by O&B’s partners 

and counsel; 944.30 recorded hours by associates; and 188.70 recorded hours by paralegals. 

Furthermore, Schedule 3 shows, for each Project Category (as defined below), the total recorded 

hours for each Project Category. In accordance with Guidelines paragraph C.3, O&B’s blended 

hourly rates are disclosed in Schedule 1. The fees charged by O&B are in accordance with the 

firm’s existing billing rates and procedures in effect during the Compensation Period. The rates 

O&B charges for the services rendered by its professionals and paralegals in these Title III cases 

are below or consistent with the competitive market rates in Puerto Rico for bankruptcy matters, 

charged by the other Puerto Rico counsels who have appeared in these cases. 

21. All entries itemized in O&B’s time records comply with the requirements set 

forth in the Guidelines, including, without limitation, (a) the utilization of what O&B identifies 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 32 of 53
29

as task codes (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. 

Applicant Statement In Compliance with Appendix B Guidelines C.5

22. 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.

Response: Yes. O&B agreed to a 10% discount on the total amount billed in all 

invoices. 

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: O&B did not prepare budgets for the Compensation Period. 

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. 

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.

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 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 33 of 53
30

modified rates or terms in order to have you continue the representation, 

consistent with ABA Formal Ethics Opinion 11-458?

Response: Yes, the Application includes rate increases as agreed with the client in 

the original services proposal.

Hearings and Conferences

23. O&B attorneys, as Puerto Rico counsel for the Oversight Board, also attended 

hearings and participated in teleconferences with the Oversight Board, the Board’s professional 

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

professional advisors, and the Debtors’ creditors and their professional advisors. More than one 

O&B attorney may have participated in hearings and conferences when required in order to 

better represent the Debtors in a more cost-efficient manner and avoid unnecessary duplication 

and expense. 

Professionals Billing Fewer Than Five Hours per Month

24. The following chart indicates (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, it was reasonable and necessary to consult with professionals with specific 

practice area expertise to assist the Debtors in the Title III cases.

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 34 of 53
31

Professional

Month(s) in 

which less than 5 

hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Alvarez-Ibañez, Alfredo February, March 

and May, 2018

Mr. Alvarez-Ibañez is a member of our 

Corporate Department whose practice is 

concentrated in various areas of commercial law 

and creditors’ rights, including, secured 

transactions, asset-based finance, and complex 

out-of-court workouts and restructurings. He has 

consistently assisted the Oversight Board in nonTitle III matters that have now become interlaced 

with the Title III proceedings. Thus, for 

efficiency purposes, the O&B legal team reaches 

out to Mr. Alvarez-Ibanez for guidance on how 

best to address finite issues that fall within his 

particular area of expertise.

Antonetti-Stutts, 

Salvador

February and 

March 2018

Mr. Antonetti-Stutts is a member in O&B’s 

litigation department, a former Solicitor General 

of Puerto Rico, with substantial knowledge of 

key constitutional and procedural issues. He has 

assisted with the analysis of key legal and 

procedural issues. For efficiency purposes, the 

O&B legal team reaches out to Mr. AntonettiStutts for guidance on how best to address finite 

issues that fall within his particular area of 

expertise.

Cacho, José R. April 2018

Mr. Cacho is a member of our Corporate 

Department. His practice focuses on, among 

others, financing transactions, including public 

finance. Mr. Cacho recently commenced 

providing the Oversight Board guidance 

regarding the Debtors’ restructuring efforts and it 

is expected that the time devoted to this work will 

continue to increase.

Capó-Matos, Jorge February 2018

Mr. Capó-Matos is a member of our Labor and 

Employment Law Department. He has over 

thirty years of experience in the labor and 

employment areas; and has written extensively 

on employment law issues. On February 2018,

he commenced providing assistance in these 

areas, with consistent and substantial work in the 

months that followed. 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 35 of 53
32

Professional

Month(s) in 

which less than 5 

hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Lázaro, Rosa M. March and April 

2018

Ms. Lázaro is a member of O&B’s Corporate 

Department with many years of experience 

analyzing employee benefits and pension plan 

issues. She continues to assist the Oversight 

Board in these Title III cases by analyzing and 

providing advice on pension related issues. For 

efficiency purposes, the O&B legal team reaches 

out to Ms. Lazaro for guidance on how best to 

address finite issues that fall within her particular 

area of expertise.

Pierluisi, Pedro R. April 2018

Mr. Pierluisi is a member of O&B’s Corporate 

Department, with substantial knowledge of key 

governance issues. He continues to periodically 

provide advice on policy-related issues. 

Pietrantoni, Julio. April 2018

Mr. Pietrantoni is a member of our Corporate 

Department, with substantial experience in public 

financing issues. Mr. Pietrantoni recently 

commenced providing the Oversight Board

guidance regarding the Debtors’ restructuring 

efforts and it is expected that the time he devotes 

to this work will continue to increase.

Rosado-Domenech, 

Samuel April 2018

Mr. Rosado-Domenech is a member of our 

Corporate Department, who has consistently 

assisted the Oversight Board in the review and 

analysis of certain regulatory matters which may 

impact these Title III proceedings.

Rafael Hernández February 2018

Mr. Hernández is a member of our Corporate 

Department, who has consistently assisted the 

Oversight Board in the review and analysis of 

certain regulatory matters which may impact 

these Title III proceedings.

Gónzalez-Montalvo, 

Paula A. March 2018

Ms. González-Montalvo is an associate in O&B’s 

Litigation Department who returned in March 

2018 from a short leave. Since then, she has 

continued to increase her work by conducting key 

research, drafting short motions and assisting in 

the filing of key pleadings on behalf of the 

Oversight Board, as a representative of the Title 

III Debtors. 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 36 of 53
33

Professional

Month(s) in 

which less than 5 

hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Hernandez, Arturo March and May 

2018

Mr. Hernandez is an associate in O&B’s 

Litigation Department. He provides assistance on

analysis of complex issues under Puerto Rico 

Law, as well as sporadic assistance in the filing 

of key pleadings on behalf of the Oversight 

Board, as a representative of the Title III Debtors.

Molina Olivera, Yarissa April 2018 

Ms. Molina Olivera is an associate in O&B’s 

Corporate Department. She has previously 

provided substantial assistance to the Oversight 

Board in the analysis of local law provisions, 

which provisions recently impacted some of the 

restructuring considerations in these Title III 

proceedings. 

Morales, Karla M. February 2018

Ms. Morales is an associate in O&B’s Labor 

Department who analyzed and advised on various 

labor related matters impacting upon the Title III 

Debtor(s).

Christopher T. Rivera February 2018

Mr. Rivera is an associate in O&B’s Corporate 

Department who focuses his practice on Taxation 

issues. He provided assistance in the analysis of 

local tax law provisions impacting upon the 

restructuring considerations of the Title III 

Debtor(s).

De Leon, Claritza April 2018

Ms. De Leon is a paralegal in O&B’s Litigation 

Department. She assisted on minor clerical task 

associated with the litigation efforts within the 

Title III proceedings. 

Summary of Legal Services Provided During the Compensation Period

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

professional services rendered by O&B during the Compensation Period.

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

(Project Category 201)

(Hours: 132.10; Fees4 $28,573.88)

26. This Project Category includes time spent communicating with the Oversight 

Board, the Debtor, and their representatives, agents, and consultants. In summary, O&B 

 4

 The total fees mentioned in this section include the 10% discount agreed to upon the initial engagement.

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 37 of 53
34

attorneys spent time communicating with Oversight Board professionals regarding Debtors’ Title 

III cases strategy issues, economic analyses, fiscal plans issues, consulting matters, and litigation 

strategy. O&B attorneys further had multiple communications with the Oversight Board 

regarding mediation related issues and plans of adjustment and drafted or assisted in research 

related to memoranda on behalf of the Oversight Board related to these cases. 

(b) Legal Research (Project Category 202)

(Hours: 178.40; Fees: $30,162.15)

27. This Project Category includes legal research and analyses and time spent drafting 

memoranda in coordination with Proskauer regarding the analysis of legal issues including, 

but not limited to, local law matters. The following are some of the issues that were researched 

by O&B attorneys: (i) constitutional issues in connection with the Debtors’ Title III cases;

(ii) state law issues related to various matters impacting the Title III Proceedings; (iii) merits, 

stay, removal, dismissal, and transfer of actions; (iv) analysis on claw back rights; (v) protection 

of estate assets; (vi) regulatory matters; and (vii) discovery disputes. 

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

(Hours: 91.30; Fees: $18,738.90)

28. This Project Category includes communications with the Court and preparing for 

and attending hearings and in Court proceedings. Furthermore, O&B attorneys spent time 

communication with the Court and regarding rules and hearing matters.

(d) Communications with Claimholders (Project Category 204) 

(Hours: 19.20; Fees: $4,453.65)

29. This category includes time spent by O&B attorneys communicating with the 

claimholders of Debtors. The time spent by O&B attorneys focused on issues related to stay 

matters and the procedures established pursuant to the Court’s order for seeking relief from stay. 

Furthermore, O&B attorneys spent time responding to creditors’ inquiries. O&B attorneys also 

spent time on communications regarding mediation, negotiation, and settlement in the Title III 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 38 of 53
35

cases and adversary proceedings. 

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

Commonwealth or its Instrumentalities (Project Category 205)

(Hours:2.70; Fees: $615.60)

30. As to this Project Category, O&B attorneys spent time communicating with the 

Debtor’s representatives in various Title III related matters including but not limited to counsel 

and other advisors to AAFAF. 

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

(Hours: 186.70; Fees: $35,367.75)

31. O&B attorneys, as Puerto Rico counsel for the Oversight Board, spent 

considerable time drafting and reviewing pleadings filed on behalf of the Debtors. In summary, 

O&B attorneys worked with Proskauer in drafting and reviewing pleadings, motions for joint 

administration, first day motions, briefing on legal issues in motions, objections, and replies in 

contested matters and several adversary proceedings.

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

(Hours: 49.70; Fees: $10,883.25)

32. The time spent by O&B attorneys on this Project Category includes the review of 

Court orders, complaints, pleadings, motions filed by other parties and responses thereto. It also 

includes reviewing pleadings filed by other parties, to properly advise the Oversight Board 

whether a response is required and, where appropriate, assist in the preparation of such response. 

(h) Stay Matters (Project Category 208) 

(9 Hours: 63.40; Fees: $15,007.05)

33. This Project Category includes time spent by O&B attorneys in reviewing and 

analyzing motions and responses on relief from stay and researching issues related thereto. 

Among the multiple matters handle by O&B attorneys in this Project Category, the time spent 

also included drafting and reviewing responses and motions on stay related matters.

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 39 of 53
36

(i) Adversary Proceeding (Project Category 209) 

(Hours: 269.30; Fees: $58,094.10)

34. The time spent on this Project Category includes various contested matters and 

adversary proceedings filed in relation to these Title III cases. O&B attorneys have spent time 

reviewing and drafting pleadings and motions as local counsel for the Oversight Board, as 

required by Local Rule 83A(f). Furthermore, O&B attorneys have spent time responding to 

discovery matters as Puerto Rico counsel for the Oversight Board.

(j) Analysis and Strategy (Project Category 210) 

(Hours: 726.60; Fees: $162,864.00)

35. This Project Category focuses on the time spent by O&B attorneys in relation to 

legal analysis and strategy as to the next steps and meetings with Proskauer to coordinate matters 

related to the Title III cases. It also includes analyzing the legal arguments raised in court filings 

by other parties, to properly advise the Oversight Board regarding the impact of those issues 

upon the Title III proceeding. For this particular interim application, this Project Category also 

includes substantial analysis of various PREPA restructuring options, within the context of the 

highly specialized local statutory structure that governs local energy policy considerations that 

govern such options. 

(k) Non-working travel time (Project Category 211)

(Hours 6.40; Fees: $833.50)

36. This Project Category includes time spent by O&B attorneys traveling stateside, 

to and from court hearings. As required by the billing guidelines, such time is charged at a 50% 

discount.

(l) General Administration (Project Category 212) 

(Hours: 94.20; Fees: $21,606.30)

37. This Project Category includes time spent by O&B attorneys on general

administration of the Debtors’ Title III case. Among the general administration included in this 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 40 of 53
37

Project Category are, among other, the following: (a) case status and coordination with 

Proskauer; (b) analyzing matters on filing of documents with the Court and service thereof; and 

(c) coordinating matters related to calendar, deadlines, translations and filings.

(m)Labor, Pension Matters (Project Category 213)

(Hours: 244.60; Fees: $62,378.10)

38. This Project Category includes time spent reviewing employee and retiree 

benefits and pension matters, which are mostly governed by highly technical Puerto Rico laws,

as counsel for the Oversight Board and in coordination with Proskauer. 

(n) Legal/Regulatory Matters (Project Category 214) 

(Hours: 17.50; Fees: $4,245.75)

39. This Project Category includes time spent by O&B regarding analysis and 

communications of any sort (including emails, calls and meetings) with any regulatory, 

Congressional or governmental agency regarding issues arising out of Title III proceedings.

(o) Confirmation (Project Category 216) 

(Hours: 2.50; Fees: $450.00)

40. This Project Category includes time spent by O&B regarding analysis and 

communications of any sort related to the potential confirmation of a plan of adjustment for any 

of the Title III debtors.

(p) Tax (Project Category 217) 

(Hours: 4.30; Fees: $675.90)

41. This Project Category includes time spent by O&B regarding analysis and 

communications of any sort related to tax issues impacting the Title III Debtors. 

(q) Employment and Fee Applications (Project Category 218) 

(Hours: 31.20; Fees: $6,137.10)

42. This Project Category includes time spent by O&B regarding analysis and 

communications of any sort related to any employment retention or fee application of other 

professionals in the relevant proceeding.

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 41 of 53
38

(r) Docketing (Project Category 219) 

(Hours: 28.60; Fees: $3,570.75)

43. This Project Category includes time spent by O&B paralegals reviewing orders 

and/or pertinent motions to ascertain all up-coming court deadlines are identified and docketed in 

the calendars for the pertinent attorneys in charge of the specific matter or task. 

(s) Translations (Project Category 220) 

(Hours: 132.20; Fees: $17,078.85)

44. This Project Category includes time spent by O&B regarding translation of 

documents from Spanish to English. Some of these translations are necessary in order for the 

Oversight Board to make informed decisions impacting Title III strategy. Moreover, pursuant to 

Local R. 5(g), “all documents not in the English language which are presented or filed, whether 

as evidence or otherwise, must be accompanied by a certified translation into English prepared 

by an interpreter certified by the Administrative Office of the United States Courts.” Whenever 

court deadlines so-permit, O&B uses the services of its in-house certified interpreter, which are 

more cost-efficient than third-party services.

(t) Discovery/2004 Examinations (Project Category 221) 

(Hours: 23.40; Fees: $5,207.40)

45. This Project Category includes time spent by O&B in preparation for, or attending 

to, Rule 2004 examinations. Additionally, all discovery related tasks, including analysis of 

discovery requests, potential privilege issues and review and analysis of discovery responses are 

included in this category. 

(u) Claims and Claims Objections (Project Category 222) 

(Hours: 1.60 Fees: $299.70)

46. This Project Category includes time spent by O&B in analyzing claims against the 

debtor, as well as analyzing or preparing objections to such claims. 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 42 of 53
39

(v) Assumption and Rejection of Leases (Project Category 223) 

(Hours: 1.10 Fees: $287.10)

47. This Project Category includes time spent by O&B in analyzing issues relating to 

debtor’s leases or executory contracts, as well as the revising or drafting any necessary court 

filings relating to these contracts. 

(w)Fee Applications – O&B (Project Category 224) 

(Hours: 36.50; Fees: $8,013.60)

48. This Project Category includes time spent by O&B in the drafting and 

organization of the necessary filings for the collection of the fees claimed by O’Neill & Borges 

LLC for the work performed on behalf of the OVERSIGHT BOARD in these Title III 

proceedings.

(x) Fee Applications – Proskauer (Project Category 225) 

(Hours: 9.40; Fees: $1,683.90)

49. This Project Category includes time spent by O&B in assisting co-counsel for the 

Oversight Board, Proskauer Rose LLP, in their submissions for the collection of their fees, 

including the various filings that have to be submitted by Local Counsel.

50. The professional services performed by O&B were reasonable, necessary, 

appropriate, and beneficial when rendered, facilitated the effective administration of the Debtors’

Title III cases, and were in the best interests of the Oversight Board and the Debtors’ creditors, 

residents, and other stakeholders. O&B further submits that the Compensation for which

approval is being sought is commensurate with the complexity, importance, and time-sensitive 

nature of the problems, issues, and tasks involved. The professional services of O&B were

performed in an efficient and effective manner. 

51. Therefore, the Court should approve the compensation sought by O&B in 

compliance with the requirements in the Bankruptcy Code. Namely, the fees requested are fair 

and reasonable because these Title III case are complex matters that required the time spent by 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 43 of 53
40

O&B given the nature and extent of the services. Furthermore, O&B expertise in the bankruptcy 

field together with the value of its services and the costs of comparable services in other cases 

show further compliance with the Bankruptcy Code. 

Actual and Necessary Expenses of O&B

52. Pursuant to the Guidelines, Schedule 4 is O&B’s summary of actual and 

necessary expenses incurred on behalf of the Oversight Board as representative of the Debtor

during the Compensation Period.

53. In accordance with paragraph C.13 of the Appendix B Guidelines and 

as more fully described in Schedule 4, O&B seeks reimbursement for its necessary and 

reasonable expenses, including: (a) reproduction, (b) online research, (c) delivery services and 

couriers, (d) postage, (e) local travel to and from airports, (f) out-of-town travel, (g) out-of-town 

meals, (h) court fees, (i) transcription services, (j) litigation support, and 

(l) professional services. All expense entries are detailed and explained in Exhibit B.

54. O&B generally charges from $0.25 (black and white) to $0.40 (color) per page for 

photocopying expenses; and this is reflected in the submitted invoices. Nonetheless, at the 

request of the Fee Examiner, O&B has reduced such rate in this Third interim Application to 

$0.10 for all black and white copies. All expenditures are of the type customarily billed to clients

are detailed on Schedule 4. 

55. During the Compensation Period, O&B has disbursed $16,759.49 as necessary 

and reasonable expenses. The expenses charged are detailed and described in Exhibit B hereto. 

The actual expenses incurred by O&B were necessary, reasonable, and justified to effectively 

serve the needs of the Debtors in its Title III cases.

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 44 of 53
41

Compensation Paid and Its Source

56. The services and expenses for which O&B is requesting approval of the Court 

were performed or incurred on behalf of the Oversight Board as representative of the Debtors. In 

connection with the matters covered by this Application, O&B received no payment and no 

promises of payment for services rendered, or to be rendered, from any source other than the 

Debtors. There is no agreement or understanding between O&B and any other person, other than 

members of the firm, for the sharing of compensation received for services rendered in these

Title III cases.

57. PROMESA sections 316 and 317 provide for interim compensation of 

professionals and govern the Court’s award of such compensation. 48 U.S.C. §§ 2176-2177. 

PROMESA section 316 provides that a court may award a professional person employed by the 

Debtors 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.” 48 

U.S.C. § 2176(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;

(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;

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 45 of 53
42

(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.

48 U.S.C. § 2176(c).

58. As noted above, the professional services and expenditures object of this 

Application were necessary and beneficial to the Oversight Board as representative of the 

Debtors. O&B worked diligently to anticipate or respond to the Oversight Board’s needs and 

assist in the Oversight Board’s role in these Title III cases. The compensation for which O&B is 

requesting approval herein is reasonable in light of the nature, extent, and value of such services 

to the Oversight Board. 

Reservation of Rights

59. O&B reserves the right to request compensation for services and reimbursement 

of such expenses in a future application that have not been processed in relation to the 

Compensation Period object of this Application. 

Notice

60. Pursuant to the Interim Compensation Order, notice of this Application has been 

filed in the Commonwealth’s Title III case and served upon:

(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 Oversight Board, Proskauer Rose LLP, Eleven 

Times Square, New York, NY 10036, Attn: Martin J. Bienenstock, 

Esq. (mbienenstock@proskauer.com) and Ehud Barak, Esq. 

(ebarak@proskauer.com), and Proskauer Rose LLP, 70 West 

Madison Street, Chicago, IL 60602, Attn: Paul V. Possinger, Esq. 

(ppossinger@proskauer.com);

(c) attorneys for the Puerto Rico Fiscal Agency and Financial 

Advisory Authority, O’Melveny & Myers LLP, Times Square 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 46 of 53
43

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 Muñiz LLC, MCS Plaza, 

Suite 500, 255 Ponce de León Ave, San Juan, PR 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);

(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);

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 47 of 53
44

(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); 

(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);

(m) attorneys for AAFAF in the PREPA Title III proceeding, 

Greenberg Taurig LLP, 200 Park Avenue, New York, NY 10166, 

Attn. Nathan A. Haynes, Esq., haynesn@gtlaw.com; 

(n) attorneys for the U.S. Bank National Association: Maslon LLP, 90 

South Seventh Street, Suite 3300, Minneapolis, MN 55402, Attn: 

Clark T. Whitmore, Esq., clark.whitmore@maslon.com, William 

Z. Pentelovitch, Esq., bill.pentelovitch@maslon.com; John T. 

Duffey, Esq., john.duffey@maslon.com; and Jason M. Reed, Esq., 

jason.reed@maslon.com; and 

(o) attorneys for the U.S. Bank National Association:Rivera, Tulla and 

Ferrer, LLC, 50 Quisqueya Street, San Juan, PR 00917, Attn: Eric 

A. Tulla, Esq., etulla@riveratulla.com and Iris J. Cabrera-Gómez, 

Esq., icabrera@riveratulla.com.

WHEREFORE O&B respectfully requests that the Court enter an order (a) allowing 

interim compensation for professional services rendered during the Compensation Period in 

the amount of $511,739.32 (including the 10% professional compensation holdback amount) and 

reimbursement for actual and necessary expenses O&B incurred in connection with such services 

during the Compensation Period in the amount of $16,759.49; (b) directing the Debtor to pay 

promptly to O&B 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 

O&B, 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 O&B’s right to seek additional compensation for services 

performed and expenses incurred during the Compensation Period, which were not processed at 

the time of this Application; and (d) granting O&B such other and further relief as is just and 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 48 of 53
45

proper.

Dated: July 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205 

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 Commonwealth of Puerto Rico 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 49 of 53
46

Exhibit A

Certification under Guidelines 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 50 of 53
Estimated Hearing Date: June 6, 2018 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: April 26, 2018 at 4:00 p.m. (Atlantic Standard Time)

00512866; 1

UNITED STATES DISTRICT COURT

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

No. 17 BK 3283-LTS

(Jointly Administered)

CERTIFICATION UNDER GUIDELINES

FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS

IN RESPECT OF THIRD INTERIM FEE APPLICATION OF O’NEILL & BORGES LLC

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

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, 

28 CFR Part 58, Appendix B (the “Guidelines”), together with the Local Rule 2016-1, 

the undersigned, a Partner of O’Neill & Borges LLC (“O&B”), attorneys for the Financial 

Oversight and Management Board for Puerto Rico (the “Oversight Board”) as representative 

of the Commonwealth of Puerto Rico (“Commonwealth”), Puerto Rico Sales Tax Financing 

 1

 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four (4) 

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

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

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

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

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

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

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

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

limitations).

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 51 of 53
00512866; 1

Corporation (“COFINA”), Puerto Rico Highways and Transportation Authority (“HTA”), 

Employees Retirement System for the Commonwealth of Puerto Rico (“ERS”), and Puerto Rico 

Electric Power Authority (“PREPA,” jointly with the Commonwealth, COFINA, HTA and ERS

referred to as “Debtors”), pursuant to section 315(b) of the Puerto Rico Oversight, Management, 

and Economic Stability Act (“PROMESA”),

2 hereby certifies with respect to O&B’s third 

interim application for allowance of compensation for services rendered and reimbursement of 

expenses incurred with respect to the Debtors’ Title III case, dated July 16, 2018 (the 

“Application”),3 for the period from February 1, 2018 through and including May 31, 2018(the 

“Compensation Period”) as follows:

1. I am the professional designated by O&B in respect of compliance with the 

Guidelines and Local Rule 2016-1.

2. I make this certification in support of the Application for interim compensation 

and reimbursement of expenses incurred during the Compensation Period in accordance with the 

Guidelines and Local Rule 2016-1.

3. In respect of the Guidelines and Local Rule 2016-1, I certify that to the best of my 

knowledge, information, and belief formed after reasonable inquiry:

a. I have read the Application;

b. the fees and disbursements sought fall within the Guidelines;

c. except to the extent that fees or disbursements are prohibited by the 

Guidelines, the fees and disbursements sought are billed at rates in accordance 

with practices customarily employed by O&B and generally accepted by 

O&B’s clients; and

 2

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

3

 Capitalized terms used but not defined herein have the meanings given to them in the Application.

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 52 of 53
00512866; 1

d. in providing a reimbursable service, O&B does not make a profit on that 

service, where the service is performed by O&B in house or through a third 

party.

4. I hereby certify that no public servant of the Puerto Rico Department of Treasury 

is a party to or has any interest in the gains or benefits derived from the contract that is the basis 

of this invoice. The only consideration for providing services under the contract is the payment 

agreed upon with the authorized representatives of the Oversight Board. The amount of this 

invoice is reasonable. The services were rendered and the corresponding payment has not been 

made. To the best of my knowledge, O’Neill & Borges LLC does not have any debts owed to the 

Government of Puerto Rico or its instrumentalities

5. I certify that O&B has previously provided monthly statements of O&B’s fees 

and disbursements by filing and serving monthly statements in accordance with the Interim 

Compensation Order (as defined in the Application), except that completing reasonable and 

necessary internal accounting and review procedures may have, at times, precluded filing fee 

statements within the time periods specified in the Order.

Dated: July 16, 2018 

San Juan, Puerto Rico

Respectfully submitted,

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205 

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 Commonwealth of Puerto Rico 

Case:17-03283-LTS Doc#:3559 Filed:07/16/18 Entered:07/16/18 19:09:12 Desc: Main

Document Page 53 of 53