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

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

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

---------------------------------------------------------------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)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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

PROMESA

Title III

Case No. 17 BK 4780-LTS

This Application relates only to 

PREPA, and shall be filed in the

lead Case No. 17 BK 3283-LTS,

and PREPA’s Title III Case 

(Case No. 17 BK 4780-LTS)

SUMMARY SHEET TO 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, PUERTO RICO ELECTRIC POWER 

AUTHORITY, FOR THE PERIOD FEBRUARY 1, 2018 THROUGH MAY 31, 2018

 1

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

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

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

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

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

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

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

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

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

due to software limitations.)

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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: February 1, 2018 through May 31, 2018 (the 

“Compensation Period”)

Amount of Fees Sought: $3,246,887.10

Amount of Expense Reimbursement Sought: $169,316.96

Total Fees and Expenses 

Sought for Compensation Period: $3,416,204.06

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

This is the third interim fee application filed by Proskauer Rose LLP 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

Third Interim Compensation Period

February 1, 2018 – May 31, 2018

Statement 

and Date 

Served

Period 

Covered

Total Fees 

Incurred

Total Fees 

Requested 

(90%)

Expenses 

Requested

Fees Paid 

(90%)

Expenses 

Paid

Eighth

6/13/18

2/1/18 to 

2/28/18 $1,537,317.10 $1,383,585.39 $80,202.30 Pending Pending

Eighth

(Puerto 

Rico)

6/13/18

2/1/18 to 

2/28/18 $13,206.60 $11,885.94 $00.00 Pending $0.00

Ninth

6/20/18

3/1/18 to 

3/31/18 $1,087,994.20 $979,194.78 $64,492.70 Pending Pending

Ninth 

(Puerto 

Rico)

6/20/18

3/1/18 to 

3/31/18 $5,313.00 $4,781.70 $0.00 Pending $0.00

Tenth

7/03/18

4/1/18 to 

4/30/18 $347,690.10 $312,921.09 $17,914.80 Pending Pending

Eleventh

7/10/18

5/1/18 to 

5/31/18 $255,366.10 $229,829.49 $6,707.16 Pending Pending

Totals: $3,246,887.10 $2,922,198.39 $169,316.96 Pending Pending

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4

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

$698.00

Compensation Sought in this Application 

Already Paid Pursuant to Monthly 

Compensation Statements but Not Yet 

Allowed

$0.00

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed

$0.00

Number of Professionals Included in this 

Application3

75

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

27

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. Proskauer’s engagement letter provided 

for rate increases. The amount of 

compensation attributable to Proskauer’s rate 

increase for the current fiscal year is 

approximately $29,903.20, representing 

approximately 1.45% of the requested fees for 

this Compensation Period.

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

3 As used herein, the term “professionals” includes all timekeepers.

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

Compensation Period was 77, and thus the actual number of timekeepers was 2 fewer than anticipated.

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5

Schedule 2

Summary of Professional Services Rendered by 

Timekeeper for the Period February 1, 2018 through May 31, 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 $759 121.40 $92,142.60

Barak, Ehud BSGR&B6 – 2010 $759 257.80 $195,670.20

Bienenstock, Martin J. BSGR&B – 1978 $759 161.60 $122,654.40

Brenner, Guy Labor & 

Employment – 2002 $759 9.30 $7,058.70

Campana, Kristen V. Corporate – 2000 $759 51.70 $39,240.30

Dale, Margaret A. Litigation – 1990 $759 97.40 $73,926.60

Faust, Scott A. Labor & 

Employment – 1985 $759 7.20 $5,464.80

Febus, Chantel L. Litigation – 2003 $759 202.90 $154,001.10

Ferrara, Ralph C. Litigation – 1970 $759 51.60 $39,164.40

Firestein, Michael A. Litigation – 1983 $759 118.60 $90,017.40

 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://juntasupervision.pr.gov/wp-content/uploads/wpfd/50/ 

58b6126be2546.pdf) (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 other professionals, 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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6

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 2.60 $1,973.40

Harris, Mark Litigation – 1992 $759 53.70 $40,758.30

Indelicato, Vincent BSGR&B – 2009 $759 11.70 $8,880.30

Levitan, Jeffrey W. BSGR&B – 1983 $759 216.60 $164,399.40

Mashberg, Gregg M. Litigation – 1978 $759 162.30 $123,185.70

Mungovan, Timothy W. Litigation – 1994 $759 215.60 $163,640.40

Perra, Kevin Litigation – 1995 $759 10.90 $8,273.10

Possinger, Paul V. BSGR&B – 1993 $759 268.40 $203,715.60

Rappaport, Lary Alan Litigation – 1979 $759 10.40 $7,893.60

Ratner, Stephen L. Litigation – 1975 $759 136.20 $103,375.80

Richman, Jonathan E. Litigation – 1984 $759 156.10 $118,479.90

Rosen, Brian S. BSGR&B – 1983 $759 4.40 $3,339.60

Weise, Steven O. Corporate – 1974 $759 43.60 $33,092.40

Total for Partners: 2,372.00 $1,800,348.00

SENIOR COUNSEL

Galler, Jonathan Litigation – 2004 $759 16.80 $12,751.20

Total for Senior Counsel: 16.80 $12,751.20

ASSOCIATES

Alonzo, Julia D. Litigation – 2009 $759 11.20 $8,500.80

Bargoot, Alexandra V. Litigation – 2016 $759 18.80 $14,269.20

Bowman, Courtney M. Litigation – 2013 $759 1.10 $834.90

Chalett, Zachary Litigation – 2017 $759 185.00 $140,415.00

Desatnik, Daniel BSGR&B – 2016 $759 151.10 $114,684.90

Digrande, Melissa D. Litigation– 2017 $759 11.10 $8,424.90

Esses, Joshua A. Corporate – 2017 $759 11.30 $8,576.70

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7

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Fier, Seth D. Litigation – 2006 $759 21.30 $16,166.70

Fishkind, Peter7 Litigation – 2018 $759 41.50 $31,498.50

Fiur, Seth Litigation – 2014 $759 65.40 $49,638.60

Forbes, Carl C. Litigation – 2011 $759 1.70 $1,290.30

Kim, Mee R. Litigation – 2016 $759 47.70 $36,204.30

Kurland, Zachary R. Corporate – 2009 $759 21.00 $15,939.00

Ma, Steve BSGR&B – 2014 $759 78.10 $59,277.90

Morris, Matthew J. Litigation – 2000 $759 22.50 $17,077.50

Rainwater, Shiloh Litigation – 2017 $759 97.90 $74,306.10

Roberts, John E. Litigation – 2009 $759 113.30 $85,994.70

Rochman, Matthew I. Litigation – 2010 $759 94.30 $71,573.70

Skellet, Alexandra K. Litigation – 2003 $759 11.40 $8,652.60

Springer, Samantha Litigation – 2010 $759 17.70 $13,434.30

Stafford, Laura Litigation – 2012 $759 279.90 $212,444.10

Webb, Jeramy D. BSGR&B – 2015 $759 5.40 $4,098.60

Wolf, Lucy Litigation – 2017 $759 43.90 $33,320.10

Wolkinson, Rachel O. Litigation – 2006 $759 92.10 $69,903.90

Zajac, Jared BSGR&B – 2009 $759 248.90 $188,915.10

Zerjal, Maja BSGR&B – 2012 $759 .50 $379.50

Total for Associates: 1,694.10 $1,285,821.90

LAW CLERKS

Fishkind, Peter8 Litigation Law 

Clerk – N/A $260 22.90 $5,954.00

 7Admitted to the bar during the Compensation Period. Once admitted and sworn into the bar, the timing of which 

varies on an individual- and jurisdictional-basis, law clerks are reclassified and billed as associates beginning on 

the first day of the month following such admission.

8Admitted to the bar during the Compensation Period. Once admitted and sworn into the bar, the timing of which 

varies on an individual- and jurisdictional-basis, law clerks are reclassified and billed as associates beginning on 

the first day of the month following such admission.

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8

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Mazurek, Carl Litigation Law 

Clerk – N/A $260 .80 $208.00

Stevens, Elliot R.9 BSGR&B Law 

Clerk – N/A $260 205.90 $53,534.00

Total for Law Clerks: 229.60 $59,696.00

PARAPROFESSIONALS

Cooper, Michael R.D. Professional 

Resources – N/A $260 .20 $52.00

Cooper, David C. Litigation 

Paralegal – N/A $260 16.80 $4,368.00

D’Errico, Megan, T. Library – N/A $260 .50 $130.00

Dillon, Emma Litigation 

Paralegal – N/A $260 .80 $208.00

Giddens, Magali BSGR&B 

Paralegal – N/A $260 19.00 $4,940.00

Golinder, Olga A. Litigation 

Paralegal – N/A $260 26.00 $6,760.00

Henderson, Laurie A. Professional 

Resources – N/A $260 1.50 $390.00

Jones, Allen C. Litigation 

Paralegal – N/A $260 27.80 $7,228.00

Jones, Allison K. Library – N/A $260 .30 $78.00

Miller, Tiffany Labor & 

Employment

Paralegal – N/A

$260 26.10 $6,786.00

Monforte, Angelo Litigation 

Paralegal – N/A $260 21.60 $5,616.00

Nevin. Dera J. Professional 

Resources – N/A $260 1.30 $338.00

 9 Admitted to the bar during the Compensation Period. Once admitted and sworn into the bar, the timing of which 

varies on an individual- and jurisdictional-basis, law clerks are reclassified and billed as associates beginning on 

the first day of the month following such admission.

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9

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Petrov, Natasha BSGR&B 

Paralegal – N/A $260 19.80 $5,148.00

Reed, William A. Litigation 

Paralegal – N/A $260 5.60 $1,456.00

Sherman, Tayler M. Litigation

Paralegal – N/A $260 38.60 $10,036.00

Silvestro, Lawrence T. Litigation 

Paralegal – N/A $260 55.80 $14,508.00

Tarrant, Christopher M. BSGR&B 

Paralegal – N/A $260 4.00 $1,040.00

Turiano, Chelsea Litigation 

Paralegal – N/A $260 .80 $208.00

Urias, Gabriela A. Litigation 

Paralegal – N/A $260 .40 $104.00

Williams, Selena F. Litigation 

Paralegal – N/A $260 27.60 $7,176.00

Wizner, Eamon Litigation 

Paralegal – N/A $260 31.90 $8,294.00

Wong, Naomi Litigation 

Paralegal – N/A $260 13.10 $3,406.00

Totals for Paraprofessionals: 323.50 $88,270.00

PROFESSIONALS

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Attorneys, Law Clerks, and 

Paraprofessional Totals: 4,652.00 $3,246,887.10

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10

Schedule 3

Summary of Professional Services Rendered by Project 

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

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT

201

Tasks Relating to the Board, its 

Members, its Staff, its Advisors or its 

Consultants

72.10 $52,029.30

202 Legal Research 230.40 $139,045.40

203 Hearings and Other Non-Filed 

Communications with the Court 311.60 $223,280.90

204 Communications with Claimholders 123.60 $93,812.40

205

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

211.90 $157,488.80

206 Documents Filed on Behalf of the Board 1,205.40 $873,481.60

207 Non-Board Court Filings 248.10 $184,665.20

208 Stay Matters 12.80 $9,316.00

209 Adversary Proceeding 155.20 $117,098.20

210 Analysis and Strategy 348.00 $260,539.20

211 Non-Working Travel Time 14.20 $10,777.80

212 General Administration 252.30 $66,645.90

213 Labor, Pension Matters 13.10 $7,348.10

214 Legal/Regulatory Matters 9.20 $6,982.80

215 Plan of Adjustment and Disclosure Statement 21.20 $16,090.80

218 Employment and Fee Applications 42.10 $18,181.50

219 Appeal 1,380.60 $1,009,951.40

220 Fee Applications for Other Parties .20 $151.80

Total for All Project Categories: 4,652.00 $3,246,887.10

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11

Schedule 4

Summary of Actual and Necessary Expenses Incurred 

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

EXPENSE CATEGORY AMOUNTS

Airplane $6,822.75

Food Service/Conf. Dining $464.07

Lexis/Westlaw $114,241.00

Litigation Support/Docketing $4,813.21

Lodging $4,422.92

Messenger/Delivery $22.31

Other Database Research $1,588.60

Out of Town Meals $266.31

Out of Town Transportation $1,449.79

Outside Reproduction $903.04

Printing, binder,etc $991.96

Reproduction $7,348.90

Taxi, Carfare, Mileage and Parking $277.52

Taxicab/Car Service $719.95

Telephone $140.00

Transcripts & Depositions $24,844.63

Total: $169,316.96

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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 application10

Partners $1,120 $759

Senior Counsel $950 $759

Associates (7 or more years since 

first admission) $829 $759

Associates (4-6 years since first 

admission) $768 $759

Associates (1-3 years since first 

admission) $613 $759

Law Clerks $537 $260

Paraprofessionals $301 $260

Other $442 $260

All Timekeepers Aggregated: $802 $698

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

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

UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

---------------------------------------------------------------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)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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

PROMESA

Title III

Case No. 17 BK 4780-LTS

This Application relates only to 

PREPA, and shall be filed in the

lead Case No. 17 BK 3283-LTS,

and PREPA’s Title III Case 

(Case No. 17 BK 4780-LTS)

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, PUERTO RICO ELECTRIC POWER 

AUTHORITY, FOR THE PERIOD FEBRUARY 1, 2018 THROUGH MAY 31, 2018

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

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

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

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

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

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

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

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

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

software limitations.)

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2

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

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

Electric Power Authority (the “Debtor” or “PREPA”) 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”),3 pursuant to PROMESA sections 316 and 317, Rule 

2016 of the 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 

February 1, 2018 through and including May 31, 2018 (the “Compensation Period”) in the 

amount of $3,246,887.10, $3,228,367.50 of which represents fees earned outside of Puerto Rico 

and $18,519.60 of which represents fees earned in Puerto Rico, and (b) reimbursement of its 

actual and necessary expenses in the amount of $169,316.96 incurred during the Compensation 

Period. In support of the Application, Proskauer respectfully avers as follows:

 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.

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

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3

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. 

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.” 

48 U.S.C. § 2175.

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 July 2, 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 Debtor 

pursuant to PROMESA section 304(a), commencing a case under title III thereof (the “Debtor’s 

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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 the commencement of the 

Debtor’s Title III Case is contained in the Notice of Filing of Statement of Oversight Board 

Regarding PREPA’s Title III Case [17 BK 4780-LTS , ECF No. 2].

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, Puerto Rico Electric Power Authority, for the Period July 2, 2017 

through September 30, 2017 [ECF No. 2053] (the “First Interim Application”). 

11. On April 9, 2018, Proskauer filed the Second 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, Puerto Rico Electric Power Authority, for the Period July 2, 2017 

through September 30, 2017 [ECF No. 2876] (the “Second Interim Application”). 

12. On June 13, 2018, Proskauer served on the Notice Parties (as defined in the 

Interim Compensation Order) its tenth monthly fee statement for the period February 1, 2018 

through February 28, 2018. On June 20, 2018, Proskauer served on the Notice Parties its eleventh 

monthly fee statement for the period March 1, 2018 through March 31, 2018. On July 3, 2018, 

Proskauer served on the Notice Parties its twelfth monthly fee statement for the period April 1, 

2018 through April 30, 2018. On July 10, 2018, Proskauer served on the Notice Parties its 

thirteenth monthly fee statement for the period May 1, 2018 through May 31, 2018.

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

foregoing summary, Proskauer has requested an aggregate payment of $3,091,515.35 (payment of

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

(100%) of expenses incurred) and has received no payments with respect to fee statements filed 

during the Compensation Period.

Summary of Services Rendered by Proskauer During the Compensation Period

14. The instant application is Proskauer’s third for interim compensation in the 

Debtor’s Title III Case. Proskauer worked for the Oversight Board to continue the significant 

progress achieved during the first and second interim periods. In the first interim period, 

Proskauer transitioned the Commonwealth and certain of its instrumentalities to Title III, and, 

among other things, negotiated a mechanism to resolve the Commonwealth-COFINA dispute 

over billions 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 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.

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

the face of a liquidity crunch that threatened to halt PREPA’s operations and leave the island 

without electricity, Proskauer worked diligently with Government attorneys to secure court 

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authorization for the Commonwealth to lend $1 billion to PREPA on a superpriority and priming 

lien basis, despite significant protest by creditor groups. The Court approved a $300 million 

superpriority loan with leave to return for approval of a larger loan with superpriority and a 

priming lien, if necessary and appropriate. Proskauer took a leading role in assisting the 

Oversight Board with the development, certification, and defense of revised fiscal plans that will 

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

drafted the appellate briefs in creditors’ appeals seeking to reverse decisions protecting HTA and 

PREPA revenues. Proskauer also played a key role in furthering the resolution of the 

Commonwealth-COFINA Dispute, a threshold issue involving billions of dollars’ worth of tax 

revenues the resolution of which is critical to a successful restructuring. Among others, 

Proskauer’s notable undertakings during this Compensation Period in furtherance and defense of 

the Oversight Board’s mandate under PROMESA of returning the Commonwealth to fiscal 

responsibility and access to capital markets include: 

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

and extensive role in the development and defense of new certified fiscal plans for the 

Commonwealth and its instrumentalities following the humanitarian and economic 

devastation wrought by Hurricanes Irma and Maria. While the Oversight Board 

worked closely with the Commonwealth in trying to certify plans submitted by the 

Commonwealth and certain of its instrumentalities, these fiscal plans were ultimately 

rejected by the Oversight Board, which developed and certified its own fiscal plans. 

Proskauer assisted the Oversight Board in this regard, including working with the 

Oversight Board’s financial advisors to rigorously analyze data, assess the economic 

and structural impact of proposed fiscal plans, and ultimately assist the Oversight Board 

in drafting and certifying fiscal plans that will help achieve PROMESA’s purpose of 

instilling financial responsibility and restoring the island’s access to capital markets.

• Commonwealth-COFINA Dispute. Proskauer furthered the Oversight Board’s 

important and active role with respect to the Commonwealth-COFINA Dispute, a 

dispute central to the Commonwealth’s restructuring. During the Compensation 

Period, Proskauer drafted and filed a joint urgent motion with the Commonwealth and 

COFINA agents seeking an order expanding the agents’ mediation and immunity 

protections to allow them to participate in a mediation agenda prepared by the judicial 

mediators. This motion was granted after Proskauer successfully defended it from 

objections by both the Government and creditors. In addition, in connection with a 

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directive from the Court, Proskauer prepared a report confirming the Oversight 

Board’s, Commonwealth Agent’s, and COFINA Agent’s compliance with the 

Commonwealth-COFINA Dispute Stipulation. Proskauer also closely monitored, 

analyzed, researched, and advised on myriad issues raised in the dispute, including 

opposing the COFINA Agent’s motion to certify questions of Puerto Rico Law to the 

Supreme Court of Puerto Rico. The Court denied the motion to certify, agreeing with 

the Oversight Board’s assessment of the situation and the pleadings prepared and filed 

by Proskauer. Finally, Proskauer advised the Oversight Board in connection with a 

motion filed by AFSCME that sought to compel compliance with the stipulation 

governing the Commonwealth-COFINA Dispute. The Court eventually issued a ruling 

consistent with the Oversight Board’s position. 

• UCC Rule 2004 Motion. Proskauer defended against a renewed motion by the UCC 

seeking to undertake an expansive discovery program pursuant to Rule 2004, which 

program overlapped with the Oversight Board’s pending investigation into financial 

institutions previously involved in bond sales. The discovery would be extremely 

burdensome and costly when Puerto Rico’s resources are already stretched extremely 

thin, and unnecessary given that the Oversight Board has already retained an 

Independent Investigator to investigate the same issues transparently and in cooperation 

with the UCC and the Retiree Committee. The motion has been fully briefed before 

Judge Dein, who has held the motion in abeyance to provide the Independent 

Investigator with additional time to complete its investigation and file procedures 

governing the sharing of information collected in the course of its investigation. In 

addition, following extensive briefing by Proskauer, Judge Dein affirmed the Oversight 

Board’s position that a wholesale production of documents relating to the development 

of fiscal plans was unwarranted and would be counterproductive. Accordingly, 

Proskauer was tasked with determining categories of documents deemed privileged and 

recommending subsequent production procedures.

• PREPA Postpetition Financing Motion. Hurricanes Irma and Maria devastated Puerto 

Rico’s electrical grid and left more than half of the island without electricity for many 

months. As a result, PREPA was left with significantly reduced cash collections and a 

dire need for financial resources to continue operations. Acting on PREPA’s 

emergency need, Proskauer worked with the Commonwealth, PREPA, and their 

respective advisors to determine (i) terms on which the Commonwealth could and 

should lend money to PREPA, (ii) PREPA’s cash needs, and (iii) a marketing process 

for postpetition financing. Proskauer drafted pleadings seeking approval of financing 

having superpriority and priming liens, with the Court ultimately granting a $300 

million superpriority financing and providing that PREPA may apply for more 

financing on the original proposed terms if warranted. As part of this process, 

Proskauer engaged in numerous rounds of negotiations with creditors to achieve 

amendments acceptable to the Court and various constituencies. 

16. 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 

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the Oversight Board from proposing a plan of adjustment consistent with the Commonwealth’s 

certified fiscal plan, to nullify the Commonwealth’s certified fiscal plan, and to compel turnovers 

of billions 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, 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 in which Proskauer served as lead 

counsel for the Title III Debtors during the Compensation Period:

• Peaje Investment, LLC v. Puerto Rico Highways & Trans. Authority, et al., Adv. Proc. 

No. 17-00151/152: Action brought by a holder of $64 million worth of 1968 HTA 

bonds seeking an injunction against HTA’s use of its revenues and requesting adequate 

protection. Proskauer vigorously defended the action. Plaintiff’s motion (which was 

the subject of factual and expert discovery, a full evidentiary hearing, and extensive 

briefing) was denied by the Court, which found plaintiff failed to show it had a 

substantial likelihood of prevailing on the merits regarding its claim of a statutory lien. 

Plaintiffs appealed the judgment to the United States Court of Appeals for the First 

Circuit (the “First Circuit”). The issues before the First Circuit stem from whether or 

not plaintiff is entitled to receive debt payments prior to confirmation of a plan of 

adjustment and whether it showed a probability of success on its contention it held a 

statutory lien. Both Proskauer and plaintiff fully briefed their respective issues before 

the First Circuit and on June 5, 2018, Proskauer presented oral argument. The First 

Circuit took the arguments sub judice.

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

17-00155/156: Action brought by HTA bond insurers to require turnover of HTA 

revenues for postpetition debt service under sections 922 and 928 of the Bankruptcy 

Code. Proskauer fully briefed and argued a motion to dismiss the action, which the 

Court granted, closing the adversary proceeding. A notice of appeal to the First Circuit 

was filed. The Appellant filed its brief, and on July 9, 2018, Proskauer filed the 

Appellee’s brief, after having also reviewed and taken into consideration the amicus 

briefs filed by the National Federation of Municipal Analysts and the Securities 

Industry and Financial Markets Association.

• Ambac Assurance Corp. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 17-

00159: Action brought by an HTA bond insurer (i) claiming unconstitutional takings 

and due process violations, (ii) seeking turnover of HTA revenues for postpetition debt 

service under sections 922 and 928 of the Bankruptcy Code, and (iii) seeking to compel 

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payment of “claw back” revenues to HTA for the bondholders’ benefit. Proskauer fully 

briefed and argued a motion to dismiss the complaint, which the Court granted. The 

case is currently on appeal to the First Circuit. Plaintiff filed its brief and Proskauer is

in the process of drafting and preparing to file the Appellee’s brief, which will be filed 

on or before August 20, 2018.

• ACP Master LTD., et al. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 17-

00189: Action brought by holders of GO bond debt to obtain declaratory and 

injunctive relief restricting the Commonwealth’s use of essential “claw back” and 

property tax revenues. Proskauer fully briefed and argued a motion to dismiss, which 

the Court granted. Plaintiffs appealed the judgment to the First Circuit. Plaintiffs have 

filed their brief, and on July 2, 2018, Proskauer filed the Appellees’ brief. Additionally, 

Proskauer responded to the UCC’s motion to be recognized as an appellee in the 

appeal, arguing the UCC lacked constitutional standing. Finally, Proskauer has 

reviewed and taken into consideration the amicus briefs filed by a group of ERS’s 

secured claimholders.

• Asociación de Profesoras y Profesores del Recinto Universitario de Mayagüez, Inc. v. 

Commonwealth of Puerto Rico, et al., Adv. Proc. No. 17-00197: Action brought by 

APRUM against the Commonwealth, the Oversight Board, Governor, the Hon. Raúl 

Maldonado Gautier, José Iván Marrero Rosado, and Natalie A. Jaresko to enjoin the 

defendants from presenting any plan of adjustment until a new fiscal plan is formulated 

and certified. In their motion to dismiss the original complaint, Defendants argued (i) 

the Court lacks subject matter jurisdiction; (ii) plaintiff lacks standing and is not a party 

in interest; and (iii) PROMESA prohibits the Court from interfering with the 

Commonwealth’s decisions about the use of its property and revenues. Plaintiff filed an 

amended complaint on May 11, 2018, in which it sought a declaration that UPR’s 

services are indispensable and an order enjoining the filing of a plan of adjustment until 

recasting of the Fiscal Plan and 2017-2018 Budget has occurred. Proskauer has worked 

with counsel for the co-defendants to draft a response to the amended complaint.

• Voya Institutional Trust Co. v. Univ. of P.R., et al., Adv. Proc. No. 17-00216: Plaintiff, 

Voya Institutional Trust Company (“VITC”), as trustee for the University of Puerto 

Rico deferred compensation plan (the “DFC Plan”), filed a complaint against UPR, the 

president of UPR and the Governor, seeking a determination as to whether (i) VITC 

can comply with UPR’s request to transfer DFC Plan funds to a successor trustee under 

PROMESA, and (ii) VITC can be liable for violating the automatic stay. During prior 

interim periods, defendants filed motions to dismiss and the parties filed a joint status 

report advising the Court that they are trying to resolve the issues. During this 

Compensation Period, VITC and UPR filed a May 28 joint status report informing the 

Court that the parties had agreed to participate in mediation to attempt to consensually 

resolve this case. Proskauer worked diligently to facilitate a resolution to this dispute 

during this Compensation Period, and, on June 30, the parties filed a status report 

indicating that documents are being prepared to formalize an agreement.

• University of P.R. v. Voya Institutional Trust Co., Adv. Proc. No. 17-00217: UPR 

originally filed an action in Puerto Rico local court seeking to compel VITC, as trustee 

for UPR’s DFC Plan, to comply with the terms of the DFC Plan, including a request to 

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turn over all funds in VITC’s possession to UPR. VITC removed the action to the 

United States District Court for the District of Puerto Rico. The arguments in this case 

are similar to those in Adv. Proc. No. 17-00216. The parties filed a joint status report 

on December 14, 2017, stating they are trying to resolve the issues. On December 15, 

2017 the case was stayed until April 13, 2018. Since April 13, 2018, VITC and UPR 

have filed two joint status reports: one on May 28, 2018, informing the Court that the 

parties had agreed to participate in mediation to attempt to consensually resolve the 

case, and another, on June 26, 2018, indicating that documents are being prepared to 

formalize an agreement. Proskauer worked diligently throughout the Compensation 

Period to drive consensus and reach a mutually agreeable resolution to the action.

• Siemens Transp. P’ship P.R., S.E. v. P.R. Highways and Transp. Auth., Adv. Proc. No. 

18-00030: Plaintiff Siemens filed a complaint against HTA, the Oversight Board,

AAFAF, and the GDB seeking a judgment: (i) declaring certain funds are due to 

plaintiff; (ii) declaring the funds held by the GDB are property of plaintiff; (iii) 

enjoining defendants from disbursing any of the funds to any party other than plaintiff; 

and (iv) releasing the funds to plaintiff. The action arises out of a contractual dispute 

relating to construction work provided for the benefit of HTA. Proskauer drafted and 

filed a motion to dismiss, which has been fully argued and is now sub judice.

• Puerto Rico Elec. Power Auth., et al v. Ad Hoc Group-PREPA Bondholders, et al., 

(First Circuit Court of Appeals No. 17-2079): The Ad Hoc Group of PREPA 

Bondholders, et al., holding and/or insuring approximately $5.3 billion of PREPA 

Bonds, moved the Bankruptcy Court, in the PREPA Title III action, for relief from the 

automatic stay to commence litigation against PREPA for the appointment of a 

receiver. Proskauer filed a lengthy response vehemently opposing the motion, in a 

supplement brief requested by the Court, arguing PROMESA section 305 prevents the 

Court from lifting the stay for the purpose requested by the bondholders to seek 

appointment of a receiver who would take control of PREPA’s unencumbered property, 

have all the powers of a trustee over the board, management, and employees, and be 

charged with requested rate hikes to repay all debt notwithstanding the impact on the 

Commonwealth’s recovery. The Court denied the bondholders’ motion. The 

bondholders filed an appeal to the First Circuit Court of Appeals. Proskauer has 

continued to vigorously defend the action in the First Circuit. The issues have now 

been fully briefed and oral argument was heard on June 5, 2018.

17. 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 proposed plan 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.

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

Compensation Order, of $3,246,887.10 as compensation for professional services rendered, 

$3,228,367.50 of which represents fees earned outside of Puerto Rico and $18,519.60 of which 

represents fees earned in Puerto Rico, and $169,316.96 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 

$67,783.10 and $11,407.58 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.

19. 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 the

Oversight Board’s attorney-client privilege and the confidentiality of attorney work product and 

mediation confidentiality, copies of the computerized records for the Compensation Period are 

attached hereto as Exhibit B.

20. Proskauer’s budget and staffing plan for the Compensation Period are attached 

hereto as Exhibit D.

5

21. 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 1. During the Compensation Period, Proskauer 

 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.

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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 

2,388.80 recorded hours by Proskauer’s partners and counsel; 1,694.10 recorded hours by 

associates; 229.60 recorded hours by law clerks; 7 and 339.50 recorded hours by 

paraprofessionals. As required by the Guidelines, Exhibit C attached hereto 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. 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 3 show 

 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://juntasupervision.pr.gov/wp-content/uploads/wpfd/50/ 58b6126be2546.pdf) 

(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 other professionals, 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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that the rates Proskauer charges, on an hourly basis, are below the competitive market rates for 

bankruptcy and non-bankruptcy 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.

22. 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 C.5

23. 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. 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 fee application did not exceed total budgeted 

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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. 

Proskauer expended approximately 15.30 hours for a total charge of 

approximately $9,167.60 in performing activities relating to such 

preparation, or approximately .28% 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: Yes. The Engagement Letter provides that Proskauer’s rates will be 

increased on January 1 (rather than 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.

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Hearings and Conferences

24. Proskauer attorneys attended hearings and participated in numerous 

teleconferences with the Oversight Board, the 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.

Professionals Billing Fewer Than Five Hours per Month

25. 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 

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professionals with specific practice area expertise to assist Proskauer’s core restructuring 

professionals in providing the Debtor with necessary and beneficial professional services.8

Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Ashton, Ann M. March

May

Ms. Ashton is a partner in Proskauer’s 

litigation department who advised on litigation 

strategy in adversary proceedings.

Bargoot, Alexandra V. March

April

Ms. Bargoot is an associate in Proskauer’s 

litigation department who assisted with a reply 

related to the Debtor’s financing motion.

Bowman, Courtney M. May

Ms. Bowman is an associate in Proskauer’s 

litigation department who assisted on litigation 

strategy in adversary proceedings.

Brenner, Guy March

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

employment department who analyzed and 

advised on the strategy related to collective 

bargaining issues.

Campana, Kristen V. March

Ms. Campana is a partner in Proskauer’s 

corporate department who assisted with a reply 

related to the Debtor’s financing motion.

D’Errico, Megan April

Ms. D’Errico is a research specialist in 

Proskauer’s library department who assisted 

with legal research.

Dale, Margaret A.

March

May

Ms. Dale is a partner in Proskauer’s litigation 

department who coordinated discovery and 

document production issues. 

Dillon, Emma February

Ms. Dillon is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks. 

Esses, Joshua A. February

May 

Mr. Esses is an associate in Proskauer’s 

corporate department who assisted with 

drafting a reply related to the Debtor’s 

financing motion.

Faust, Scott A. March

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

employment department who analyzed and 

advised on the strategy related to collective 

bargaining issues.

 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

Febus, Chantel L. April

May

Ms. Febus is a partner in Proskauer’s litigation 

department who advised on litigation strategy 

in adversary cases.

Firestein, Michael A. March 

Mr. Firestein is a partner in Proskauer’s 

litigation department who analyzed the 

Debtor’s fiscal plan materials in connection 

with discovery.

Fiur, Seth May

Mr. Fiur is an associate in Proskauer’s 

litigation department who assisted with 

drafting a meet and confer letter in an 

adversary proceeding.

Forbes, Carl C. February

Mr. Forbes is an associate in Proskauer’s 

litigation department who assisted with 

discovery issues related to the Debtor’s 

financing motion.

Giddens, Magali March

May

Ms. Golinder is a paralegal in Proskauer’s 

BSGR&B group who assisted with various 

administrative tasks.

Golinder, Olga A. February

May

Ms. Golinder is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Hamburger, Paul M. February

March

Mr. Hamburger is a partner in Proskauer’s 

labor & employment department who advised 

on the Debtor’s pension liabilities issues.

Henderson, Laurie A. March

April

Ms. Henderson is a docketing administrator in 

Proskauer’s litigation department who assisted 

with docket research and filing.

Indelicato, Vincent March

Mr. Indelicato is a partner in Proskauer’s 

BSGR&B group who assisted with analyzing 

issues related to strategy and discovery issues 

in the Debtor’s adversary cases.

Jones, Allison February

Ms. Jones is a docketing administrator in 

Proskauer’s litigation department who assisted 

with docket research and filing.

Kim, Mee R. April

Ms. Kim is an associate in Proskauer’s 

litigation department who assisted with review 

and preparation of monthly fee statements. 

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Kurland, Zachary P. March

Mr. Ma is an associate in Proskauer’s 

corporate group who assisted with scheduling 

issues related to the Debtor’s financing motion.

Ma, Steve February

April

Mr. Ma is an associate in Proskauer’s 

BSGR&B group who assisted with scheduling 

issues related to the Debtor’s financing motion.

Mazurek, Carl February

Mr. Mazurek is a law clerk in Proskauer’s 

litigation department who assisted with

scheduling issues in the Debtor’s adversary 

cases.

Miller, Tiffany April

May

Ms. Miller is a paralegal in Proskauer’s labor 

& employment department who assisted with 

various administrative tasks.

Monforte, Angelo April

Mr. Monforte is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Nevin. Dera J. February

Ms. Nevin is an eDiscovery project manager at 

Proskauer who assisted with technical issues 

related to presentation of exhibits published to 

public simultaneously in New York and Puerto 

Rico at the hearing on the Debtor’s financing 

motion. 

Perra, Kevin J. February

Mr. Perra is a partner in Proskauer’s litigation 

department who advised on issues relating to

motions to intervene in the Debtor’s financing 

case.

Petrov, Natasha February

Ms. Petrov is a paralegal in Proskauer’s 

BSGR&B group who assisted with the drafting 

of Proskauer’s interim fee application.

Rappaport, Lary Alan February

April

Mr. Rappaport is a partner in Proskauer’s 

litigation department who advised on litigation 

strategy and discovery issues in the Debtor’s 

adversary cases.

Richman, Jonathan E. April

May

Mr. Richman is a partner in Proskauer’s 

litigation department who analyzed and 

advised on litigation strategy and discovery 

issues in adversary proceeding.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Roberts, John E. May

Mr. Roberts is an associate in Proskauer’s 

litigation department who assisted with the 

analysis of appellate and removal issues.

Rosen, Brian S. February

May

Mr. Rosen is a partner in Proskauer’s 

BSGR&B group who advised on the Debtor’s 

financing issues. 

Sherman, Tayler M. May

Ms. Sherman is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Silvestro, Lawrence T. May

Mr. Silvestro is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Skellet, Alexandra K. March

May 

Ms. Skellet is an associate in Proskauer’s 

litigation department who assisted with 

analysis of appellate issues.

Tarrant, Christopher 

M. May

Mr. Tarrant is a paralegal in Proskauer’s 

BSGR&B group who assisted with various 

administrative tasks.

Turiano, Chelsea April

Ms. Urias is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Urias, Gabriela February

Ms. Urias is a paralegal in Proskauer’s 

litigation department who assisted with various

administrative tasks.

Webb, Jeramy D.

February

March

May

Mr. Webb is an associate in Proskauer’s 

BSGR&B group who assisted with analysis 

related to the Debtor’s financing motion.

Williams, Selena March

Ms. Williams is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Wizner, Eamon April

May

Mr. Wizner is a paralegal in Proskauer’s 

litigation department who assisted with various 

administrative tasks.

Zerjal, Maja May

Ms. Zerjal is an associate in Proskauer’s 

BSGR&B group who assisted with analysis of 

a lift-stay motion.

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Summary Description of Professional Services

26. 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.10

I. Matter No. 33260/022 PROMESA Title III: PREPA) and No. 33260/030 (PROMESA 

Title III: PREPA (Puerto Rico Time/Expenses))

27. These matter numbers cover time spent relating to the core PREPA Title III case, 

including, for example, time spent relating to 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: $42,010.50; Hours: 58.90)

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

(Aggregate Fees: $42,010.50; Aggregate Hours: 58.90)

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

Board, the Debtor, and their respective representatives, agents, and consultants. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

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

for and participating in Oversight Board sub-committee meetings regarding 

revisions to and the development of the Debtor’s fiscal plan;

• Communicating with the Oversight Board and its other advisors regarding

strategy issues, economic analyses, and related financing, securities, and 

creditor 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 to services 

rendered in Puerto Rico.

10 All time spent between February 1, 2018 – March 31, 2018 has been billed to the original matter numbers, in this 

case Matter Nos 33260/022 (for fees incurred outside of Puerto Rico) and 33260/030 (for fees incurred inside 

Puerto Rico). At the request of the Fee Examiner a number of new matter numbers were implemented during the 

Compensation Period to address different contested matters and adversary proceedings in the various Title III 

cases. Use of these new matters began on April 1, 2018. Thus, time incurred between April 1, 2018 – May 31, 

2018 has been billed using these new matter numbers.

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

Debtor’s transformation plan and related issues; 

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

the Oversight Board and its other advisors regarding the Debtor’s Title III case 

litigation strategy, litigation developments, and related issues; and

• Advising the Oversight Board and its professionals on discussions with 

creditors and related issues.

(b) Legal Research (Project Category 202)

(Fees: $135,014.30; Hours: 224.30)

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

(Aggregate Fees: $135,014.30; Aggregate Hours: 224.30)

29. This Project Category includes time spent researching and analyzing legal issues 

and drafting internal memoranda analyzing legal issues and/or briefs showing the legal issues 

researched and analyzed, to the extent 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 of the Debtor’s fiscal plan, as well as relating to confirmation 

standards for a plan of adjustment;

• Researching and analyzing a variety of items related to the Debtor’s 

restructuring, including, among other things, issues relating to contractual 

obligations, the assumption and rejection of leases, special revenue bonds, and 

the application of various Bankruptcy Code provisions to the Debtor’s Title III 

case;

• Conducting research for post-petition financing motions and related briefing; 

and

• Researching and analyzing a variety of issues in the Debtor’s adversary 

proceedings, including, among other things, intervention standards, discovery

and evidential matters, and privilege related issues.

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

(Fees: $220,700.30; Hours: 308.20)

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

(Aggregate Fees: $220,700.30; Aggregate Hours: 308.20)

30. 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:

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• Communicating with the Court regarding scheduling and procedural issues; 

• Communicating with the Court regarding hearing dates; and

• Preparing for, discussing, and participating in Court proceedings, including the 

postpetition financing motion hearings.

(d) Communications with Claimholders (Project Category 204)

(Fees: $78,025.20; Hours: 102.80)

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

(Aggregate Fees: $78,025.20; Aggregate Hours: 102.80)

31. This category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating with bondholders and their advisors on a variety of issues 

concerning revisions to the Debtor’s proposed fiscal plan and related funding 

matters;

• Communicating with bondholders and their advisors concerning the 

postpetition financing motion and related discovery and evidentiary issues;

• Communicating with bondholders and their advisors on various procedural and 

scheduling issues in preparation for the hearing on the postpetition financing

motion; and

• Communicating with counsel for the bondholders, preparing for and 

participating in meet-and-confer calls and sessions concerning numerous 

discovery related issues, and drafting responses to creditors’ information 

requests.

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

the Commonwealth or its Instrumentalities (Project Category 205)

(Fees: $121,789.80; Hours: 164.80)

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

(Aggregate Fees: $121,789.80; Aggregate Hours: 164.80)

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

representatives in various Title III related matters, 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 on a variety of 

issues concerning the development of the Debtor’s fiscal plan, as well as on 

related funding issues, financial projections, and analyses; 

• Communicating with counsel and other advisors to AAFAF concerning the 

postpetition financing motion and related discovery and evidentiary issues;

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• Communicating with counsel and other advisors to AAFAF on various 

procedural and scheduling issues in preparation for the hearing on the 

postpetition financing motion;

• Communicating with counsel and other advisors to AAFAF in preparation for 

meet-and-confer sessions on numerous discovery related issues and in order to 

respond to creditors’ information requests;

• Communicating with counsel and other advisors to AAFAF regarding litigation 

strategies in various adversary proceedings; and

• Participating in weekly calls with other advisors to the Debtor regarding case 

status, strategy and related issues.

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

(Fees: $790,572.30; Hours: 1,091.30)

(Fees for work performed in Puerto Rico: $10,474.20; Hours: 13.80)

(Aggregate Fees: $801,046.50; Aggregate Hours: 1,105.10)

33. 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 for and drafting the financing motion and supporting 

declarations and memoranda, reviewing responses to the motion, preparing 

counter-arguments, and drafting replies to objections;

• Conducting research for and drafting oppositions to motions to intervene in 

connection with the postpetition financing motions;

• Conducting research for and drafting motions and supporting briefs related to 

the scope of the hearing on the postpetition financing motion; 

• Conducting research for and drafting an urgent application to approve revised

financing for the Debtor following the postpetition financing motion hearing, 

reviewing responses to the application, and revising proposed financing orders

and credit agreements to address creditor concerns;

• Conducting research for and drafting multiple motions to dismiss and 

supporting briefs in the Debtor’s adversary proceedings;

• Conducting research for and drafting responses to the motion for injunctive 

relief in the PREC adversary proceeding and AAFAF’s motion to intervene; 

and

• Conducting research for and drafting a response to the retiree committee’s 

motion to expand the committee’s scope. 

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

(Fees: $154,067.00; Hours: 206.80)

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

(Aggregate Fees: $154,067.00; Aggregate Hours: 206.80)

34. 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 objections, responses, and motions to intervene relating to the 

financing motion and related declarations and briefs;

• Analyzing alternate financing proposals and comparing competing alternative 

financing strategies;

• Analyzing the complaint, motion for injunctive relief, and motions for 

intervention in the PREC adversary proceeding;

• Analyzing multiple court orders relating to the postpetition financing motion

and the PREC adversary proceeding; 

• Analyzing multiple briefs in opposition to the Debtor’s motions to dismiss in 

various adversary proceedings; and

• Analyzing multiple discovery related pleadings, responses, and objections.

(h) Adversary Proceeding (Project Category 209)

(Fees: $114,517.60; Hours: 151.80)

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

(Aggregate Fees: $114,517.60; Aggregate Hours: 151.80)

35. 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:

• Strategizing and coordinating discovery across multiple adversary proceedings;

• Preparing for and participating in multiple depositions in the Debtor’s 

adversary proceedings;

• Drafting discovery requests and responses in the Debtor’s adversary 

proceedings, and preparing for and participating in multiple meet-and-confer 

sessions involving discovery disputes;

• Coordinating document preservation and collection efforts; and

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• Performing document review and coordinating document production in 

response to discovery requests in multiple adversary proceedings.

(i) Analysis and Strategy (Project Category 210)

(Fees: $202,571.30; Hours: 271.80)

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

(Aggregate Fees: $202,571.30; Aggregate Hours: 271.80)

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

strategic approach to, the Debtor’s Title III case, 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) Non-Working Travel Time (Project Category 211)

(Fees: $10,777.80; Hours: 14.20)

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

(Aggregate Fees: $10,777.80; Aggregate Hours: 14.20)

37. 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%).

(k) General Administration (Project Category 212)

(Fees: $63,369.90; Hours: 239.70)

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

(Aggregate Fees: $63,369.90; Aggregate Hours: 239.70)

38. 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 

accessibility by the Proskauer team, the Debtor, and other parties in interest. Specifically, 

Proskauer attorneys and paraprofessionals spent time preparing and updating internal case 

management documents and case calendars.

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

(Fees: $7,348.10; Hours: 13.10)

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

(Aggregate Fees: $7,348.10; Aggregate Hours: 13.10)

39. 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 development 

of the Debtor’s fiscal plan.

(m) Plan of Adjustment and Disclosure Statement (Project Category 215)

(Fees: $16,090.80; Hours: 21.20)

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

(Aggregate Fees: $16,090.80; Aggregate Hours: 21.20)

40. This Project Category includes time spent related to the terms of a proposed Title 

III plan of adjustment and issues related thereto. Specifically, Proskauer attorneys and 

paraprofessionals spent time analyzing a potential sale of assets under a plan of adjustment and 

debt restructuring issues.

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

(Fees: $16,359.00; Hours: 39.70

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

(Aggregate Fees: $16,359.00; Aggregate Hours: 39.70)

41. 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 preparing Proskauer’s monthly fee statements and drafting

Proskauer’s second interim fee application. 

(o) Appeal (Project Category 219)

(Fees: $764,727.00; Hours: 1,039.30)

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

(Aggregate Fees: $764,727.00; Aggregate Hours: 1,039.30)

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42. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings to the extent not expressly covered by another Project Category. 

Specifically, Proskauer attorneys and paraprofessionals spent time: 

• Reviewing and analyzing pleadings, identifying appellate issues and standards 

of appellate review, developing appellate strategy, and drafting appellate 

briefs in opposition to the bondholders’ First Circuit appeal of the denial of 

the motion to appoint a receiver; and

• Researching and analyzing procedural matters, reviewing and analyzing 

pleadings, identifying appellate issues and standards of appellate review,

developing appellate strategy, and drafting an opposition to the petition for 

certiorari in the U.S. Supreme Court appeal of Vitol v. Autoridad de Energia 

Electrica. 

II. Matter No. 33260/054 PREPA Title III: PREC) and No. 33260/954 (PREPA Title 

III: PREC Puerto Rico)

43. These matter numbers cover time spent working on adversary proceedings 

involving the Puerto Rico Energy Commission (“PREC”), including PREPA v. PREC, Case No. 

17-AP-256, and PREC v. FOMB, Case No. 18-AP-021, and any appeals related thereto.

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

Commonwealth or its Instrumentalities (Project Category 205)

(Fees: $25,578.30; Hours: 33.70)

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

(Aggregate Fees: $25,578.30; Aggregate Hours: 33.70)

44. 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 Debtor 

regarding litigation strategy, including, among other things, mediation and 

discovery related matters, stay relief issues and privilege related disputes.

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

(Fees: $17,532.90; Hours: 23.10)

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

(Aggregate Fees: $17,532.90; Aggregate Hours: 23.10)

45. 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 dispositive motions and related briefs filed by 

claimholders and various parties in interest; and 

• Analyzing objections and responses filed by claimholders in response to the 

Debtor’s dispositive motions.

(c) Analysis and Strategy (Project Category 210)

(Fees: $28,083.00; Hours: 37.00)

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

(Aggregate Fees: $28,083.00; Aggregate Hours: 37.00)

46. 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. 

III. Matter No. 33260/055 PREPA Title III: Vitol) and No. 33260/955 (PREPA Title III: 

Vitol Puerto Rico)

47. These matter numbers cover time spent working on adversary proceedings and 

civil cases involving Vitol S.A., including PREPA v. Vitol S.A., et al., Case No. 17-AP-218, 

PREPA v. Vitol S.A., et al., Case No. 17-AP-221, and Vitol v. Autoridad de Energia Electrica, 

Case No. 17-951, and any appeals thereto.

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(a) Communications with Claimholders (Project Category 204)

(Fees: $13,434.30; Hours: 17.70)

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

(Aggregate Fees: $13,434.30; Aggregate Hours: 17.70)

48. This category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

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

respective advisors on various legal issues in preparation for court hearings;

and 

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

respective advisors on various procedural and scheduling issues.

(b) Analysis and Strategy (Project Category 210)

(Fees: $8,045.40; Hours: 10.60)

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

(Aggregate Fees: $8,045.40; Aggregate Hours: 10.60)

49. 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. 

(c) Appeal (Project Category 219)

(Fees: $106,563.60; Hours: 140.40)

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

(Aggregate Fees: $106,563.60; Aggregate Hours: 140.40)

50. This Project Category includes time spent on 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 case;

• Researching appellate strategies and drafting responsive pleadings in 

connection with petition for writ of certiorari filed by Vitol S.A. and Vitol, Inc.

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IV. Matter No. 33260/057 PREPA Title III: Rule 2004) and No. 33260/957 (PREPA Title 

III: Rule 2004 Puerto Rico)

51. These matter numbers cover time spent working on Rule 2004 motions filed in the 

Debtor’s Title III case and any appeals thereto.

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

(Fees: $1,248,506.30; Hours: 1,733.20)

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

(Aggregate Fees: $1,248,506.30; Aggregate Hours: 1,733.20)

52. 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 for and drafting dispositive and responsive motions in 

connection with the pending Rule 2004 motion.

V. Matter No. 33260/058 PREPA Title III: Receiver Motions) and No. 33260/958 

(PREPA Title III: Receiver Motions Puerto Rico)

53. These matter numbers cover time spent working on motions to appoint a receiver 

at PREPA filed in the Debtor’s Title III case, and any appeals thereto, including PREPA v. Ad 

Hoc Group of PREPA Bondholders, Case No. 17-2079.

(a) Appeal (Project Category 219)

(Fees: $138,660.80; Hours: 200.90)

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

(Aggregate Fees: $138,660.80; Aggregate Hours: 200.90)

54. This Project Category includes time spent on 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;

• Researching appellate strategies and drafting appellate briefs. 

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• Reviewing and analyzing pleadings and identifying appellate issues, standards 

of appellate review, and related issues in the Debtor’s appellate cases; and

• Researching, preparing for and attending oral arguments before the First 

Circuit.

VI. Matter No. 33260/059 PREPA Title III: Miscellaneous) and No. 33260/959 (PREPA 

Title III: Miscellaneous Puerto Rico)

55. These matter numbers cover time spent working on miscellaneous motions and 

adversary proceedings, including, for example, motions for relief from the Title III stay, and any 

appeals thereto.

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

(Fees: $63,554.80; Hours: 88.60)

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

(Aggregate Fees: $63,554.80; Aggregate Hours: 88.60)

56. 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 for and drafting dispositive and responsive motions and 

briefs in multiple Debtor’s adversary proceedings; and 

• Analyzing and drafting multiple status reports in various of the Debtor’s 

contested adversary proceedings;

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

(Fees: $10,864.20; Hours: 15.30)

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

(Aggregate Fees: $10,864.20; Aggregate Hours: 15.30)

57. 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 dispositive motions and related briefs filed by 

claimholders and various parties in interest; and 

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• Analyzing objections and responses filed by claimholders in response to the 

Debtor’s dispositive motions.

(c) Stay Matters (Project Category 208)

(Fees: $8,275.20; Hours: 11.10)

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

(Aggregate Fees: $8,275.20; Aggregate Hours: 11.10)

58. 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:

• Conducting research and analyzing stay and intervention issues in pending 

cases;

• Conducting research for and drafting filings relating to stay proceedings and 

motions for reconsideration of the same, and drafting and analyzing 

oppositions to such motions; and 

• Drafting and analyzing stipulations permitting modifications of the stay.

(d) Analysis and Strategy (Project Category 210)

(Fees: $9,715.20; Hours: 12.80)

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

(Aggregate Fees: $9,715.20; Aggregate Hours: 12.80)

59. 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. 

* * * *

60. The foregoing professional services performed by Proskauer as attorneys for 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 

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creditors, Commonwealth’s 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.

61. 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

62. 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.

63. In accordance with paragraph C.13 of the Appendix B Guidelines and as more 

fully described Schedule 4, Proskauer seeks reimbursement for its necessary and reasonable 

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

(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, (j) conference services, and (k) 

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 self-explanatory; in compliance with Appendix B Guidelines paragraph C.13, the 

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requested expenses are of the kind customarily charged to Proskauer’s non-bankruptcy clients and 

by other comparable professionals. 

64. 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. As Schedule 4 reflects, all expenditures are of the type customarily billed to 

clients.

65. During the Compensation Period, Proskauer has disbursed $169,316.96 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 use 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. 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

66. 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 

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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.

67. 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 

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.” 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;

(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.

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48 U.S.C. § 2176(c).

68. 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. Proskauer worked diligently to anticipate or 

respond to the Oversight Board’s needs and assist 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

69. 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

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

filed in PREPA’s and the jointly-administered Commonwealth of Puerto Rico’s Title III cases 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 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);

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(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. MariniBiaggi, 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-

(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, 

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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 enter an order (a) allowing 

interim compensation for professional services rendered during the Compensation Period in the 

amount of $3,246,887.10 (which includes the 10% professional compensation holdback amount), 

$3,228,367.50 of which represents fees earned outside of Puerto Rico and $18,519.60 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 $169,316.96; (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 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.

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Dated: July 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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