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 

THE EMPLOYEES RETIREMENT SYSTEM OF 

THE GOVERNMENT OF PUERTO RICO,

Debtor.

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

PROMESA

Title III

Case No. 17 BK 3566-LTS

This Application relates only to 

ERS and shall be filed in the 

Lead Case No. 17 BK 3283-LTS 

and ERS’s Title III Case (Case 

No. 17 BK 3566-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, THE EMPLOYEES RETIREMENT SYSTEM OF THE GOVERNMENT OF 

PUERTO RICO, 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: $445,503.70

Amount of Expense Reimbursement Sought: $16,638.88

Total Fees and Expenses 

Sought for Compensation Period: $462,142.58

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

Tenth

6/13/18

2/1/18 to 

2/28/18 $116,891.50 $105,202.35 $1,754.83 Pending Pending

Eleventh

6/20/18

3/1/18 to 

3/31/18 $272,591.50 $245,332.35 $14,841.45 Pending Pending

Eleventh

(Puerto 

Rico)

6/20/18

3/1/18 to 

3/31/18 $3,111.90 $2,800.71 $0.00 Pending $0.00

Twelfth

7/03/18

4/1/18 to 

4/30/18 $43,724.90 $39,352.41 $42.60 Pending Pending

Thirteenth

07/10/18

5/1/18 to 

5/31/18 $9,183.90 $8,265.51 $0.00 Pending $0.00

Totals: $445,503.70 $400,953.33 $16,638.88 Pending Pending

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

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

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

Trustee:

Blended Rate in This Application for All 

Attorneys

$759.002

Blended Rate in This Application for All 

Timekeepers

$724.00

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

30

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

21

Any Rates Higher than Those Approved or 

Disclosed when Retained? If yes, calculate 

and disclose the total compensation sought in 

this Application using the rates originally 

disclosed at retention.

No. As explained in the Second Interim 

Application (as defined below), rates increased 

in accordance with Proskauer’s engagement 

letter on January 1, 2018. Rates have not 

increased during the Compensation Period.

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

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

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

Compensation Period was 33, and thus the actual number of timekeepers was 3 fewer than anticipated.

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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

Barak, Ehud BSGR&B6 – 2010 $759 2.40 $1,821.60

Bienenstock, Martin 

J. BSGR&B – 1978 $759 11.20 $8,500.80

Ferrara, Ralph C. Litigation – 1970 $759 .50 $379.50

Firestein, Michael A. Litigation – 1983 $759 .60 $455.50

Hamburger, Paul M

Labor & 

Employment –

1985

$759 .30 $227.70

Levitan, Jeffrey W. BSGR&B – 1983 $759 39.70 $30,132.30

Mungovan, Timothy

W. Litigation – 1994 $759 9.00 $6,831.00

Perra, Kevin J. Litigation – 1995 $759 24.10 $18,291.90

Possinger, Paul V. BSGR&B – 1993 $759 54.30 $41,213.70

Ratner, Stephen L. Litigation – 1975 $759 4.60 $3,491.40

 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

Richman, Jonathan E. Litigation – 1984 $759 .60 $455.40

Rosen, Brian S. BSGR&B – 1983 $759 130.90 $99,353.10

Weise, Steven O. Corporate – 1974 $759 102.30 $77,645.70

Total for Partners: 380.50 $288,799.50

ASSOCIATES

Dalsen, William D. Litigation – 2011 $759 22.00 $16,698.00

Desatnik, Daniel BSGR&B – 2016 $759 .10 $75.90

Esses, Joshua A. Corporate – 2017 $759 3.20 $2,428.80

Hackett, Michael R. Litigation – 2009 $759 80.40 $61,023.60

Kim, Mee R. Litigation – 2016 $759 6.80 $5,161.20

Rochman, Matthew I. Litigation – 2010 $759 .20 $151.80

Webb, Jeramy D. BSGR&B – 2015 $759 2.80 $2,125.20

Wolf, Lucy Litigation – 2017 $759 3.30 $2,504.70

Zajac, Jared BSGR&B – 2009 $759 73.00 $55,407.00

Total for Associates: 191.80 $145,576.20

LAW CLERKS

Stevens, Elliot R.

7 BSGR&B Law 

Clerk – N/A $260 10.80 $2,808.00

Total for Law Clerks: 10.80 $2,808.00

PARAPROFESSIONALS

Giddens, Magali BSGR&B 

Paralegal – N/A $260 3.40 $884.00

Miller, Tiffany Labor & 

Employment

Paralegal – N/A

$260 1.10 $286.00

 7 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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7

NAME OF 

PROFESSIONAL

(in alphabetical 

order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Moller, Rachael H. Library – N/A $260 .80 $208.00

Petrov, Natasha BSGR&B 

Paralegal – N/A

$260 21.00 $5,460.00

Sherman, Tayler M. Litigation 

Paralegal – N/A $260 1.80 $468.00

Silvestro, Lawrence 

T.

Litigation 

Paralegal – N/A $260 3.60 $936.00

Williams, Selena F. Litigation 

Paralegal – N/A $260 .30 $78.00

Totals for Paraprofessionals: 32.00 $8,320.00

PROFESSIONALS

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Attorneys, Law Clerks, and 

Paraprofessional Totals: 615.10 $445,503.70

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8

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 1.70 $1,290.30

202 Legal Research 30.60 $20,331.20

203 Hearings and Other Non-Filed Communications 

with the Court 1.00 $759.00

204 Communications with Claimholders 163.40 $123,671.30

205

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

4.20 $3,187.80

206 Documents Filed on Behalf of the Board 227.00 $172,293.00

207 Non-Board Court Filings 48.60 $36,887.40

209 Adversary Proceeding 1.10 $834.90

210 Analysis and Strategy 12.40 $9,411.60

211 Non-Working Travel Time 2.20 $1,669.80

212 General Administration 9.10 $2,366.00

213 Labor, Pension Matters 3.90 $2,960.10

215 Plan of Adjustment and Disclosure Statement 72.40 $54,951.60

216 Confirmation .70 $531.30

218 Employment and Fee Applications 36.80 $14,358.40

Total for All Project Categories: 615.10 $445,503.70

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Schedule 4

Summary of Actual and Necessary Expenses Incurred 

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

EXPENSE CATEGORY AMOUNTS

Airplane $735.69

Lexis/ Westlaw $11,225.00

Lodging $3,898.43

Out of Town Meals $116.86

Printing, Binding, etc. $99.49

Reproduction $53.90

Taxi, Carfare, Mileage and Parking $203.45

Taxicab/Car Service $306.06

Total: $16,638.88

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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 application8

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 $724

 8 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 

THE EMPLOYEES RETIREMENT SYSTEM OF 

THE GOVERNMENT OF PUERTO RICO,

Debtor.

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

PROMESA

Title III

Case No. 17 BK 3566-LTS

This Application relates only to 

ERS and shall be filed in the 

Lead Case No. 17 BK 3283-LTS 

and ERS’s Title III Case (Case 

No. 17 BK 3566-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, THE EMPLOYEES RETIREMENT SYSTEM OF THE OVERNMENT OF 

PUERTO RICO, 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 

Employees Retirement System of the Government of Puerto Rico (the “Debtor” or “ERS”)

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 

$445,503.70, $442,391.80 of which represents fees earned outside of Puerto Rico and 

$3,111.90 of which represents fees earned in Puerto Rico, and (b) reimbursement of its actual 

and necessary expenses in the amount of $16,638.88 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 May 21, 2017, the Oversight Board issued a restructuring certification 

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

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

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4

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

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

9. Background information regarding the Debtor and the commencement of the 

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

Connection with PROMESA Title III Petition [ECF No. 1, Case No. 17 BK 3283-LTS], 

attached to the Commonwealth of Puerto Rico’s Title III petition.

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

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

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

Representative of the Debtor, the Employees Retirement System of the Government of Puerto 

Rico, for the Period May 21, 2017 through September 30, 2017 [ECF No. 2045] (the “First 

Interim Application”). 

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

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

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

Representative of the Debtor, the Employees Retirement System of the Government of Puerto 

Rico, for the Period May 21, 2017 through September 30, 2017 [ECF No. 2872] (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 

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5

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.

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

foregoing summary, Proskauer has requested an aggregate payment of $417,592.21 (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.

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6

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 

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.

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• 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 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

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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 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.

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• 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 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 

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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 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 

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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.

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

Compensation Order, of $445,503.70 as compensation for professional services rendered, 

$442,391.80 of which represents fees earned outside of Puerto Rico and $3,111.90 of which 

represents fees earned in Puerto Rico, and $16,638.88 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 $12,314.70 and $1,551.33, 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

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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 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 380.50 recorded hours by Proskauer’s partners and counsel; 191.80 recorded 

hours by associates; 10.80 recorded hours by law clerks; 7 and 32.00 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 

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

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

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

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

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

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

the ordinary course to attorneys throughout the firm due to advancing seniority and promotion.” Appendix B 

Guidelines ¶ B.2.d, n.2. Annual step increases are awarded by Proskauer in the ordinary course throughout the 

firm on May 1. Proskauer’s November 25, 2016 engagement letter with the Oversight Board (a copy of which 

is available on the Oversight Board’s website at https://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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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 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:

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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 

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 13.80 hours for a total charge of 

approximately $6,981.20 in performing activities relating to such

preparation, or approximately 1.57% 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 

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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.

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 inperson) 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.

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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 

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

Barak, Ehud

March

April

Mr. Barak is a partner in Proskauer’s BSGR&B 

group who analyzed and advised on litigation 

strategy in an adversary proceeding.

Bienenstock, Martin J. March 

Mr. Bienenstock is a partner in Proskauer’s 

BSGR&B group who analyzed and advised on

multiple issues related to litigation strategy in the 

Debtor’s adversary proceedings.

Dalsen, William D. April

Mr. Dalsen is an associate in Proskauer’s litigation 

department who assisted with the analysis of ERS 

bond related issues.

Desatnik, Daniel March

Mr. Desatnik is an associate in Proskauer’s 

BSGR&B group who assisted with the analysis of

issues related to court-ordered mediation.

Esses, Joshua A. February

Mr. Esses is an associate in Proskauer’s BSGR&B 

group who assisted with the analysis of issues 

related to court-ordered mediation.

Ferrara, Ralph C. March

April

Mr. Ferrara is a partner in Proskauer’s litigation 

department who analyzed and advised on litigation 

strategy in bondholder disputes. 

 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

Firestein, Michael A. March

Mr. Firestein is a partner in Proskauer’s litigation 

department who advised on litigation strategy in 

bondholder disputes.

Giddens, Magali March

April

Ms. Giddens is a paralegal in BSGR&B group who 

assisted with various administrative tasks.

Hamburger, Paul M. April

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

employment department who analyzed and advised 

on litigation strategy in adversary proceedings.

Kim, Mee R. February

March

Ms. Kim is an associate in Proskauer’s litigation 

department who assisted with the review and 

preparation of monthly fee statements. 

Levitan, Jeffrey W. April

May

Mr. Levitan is a partner in Proskauer’s BSGR&B 

group who analyzed and advised on multiple issues 

related to litigation strategy in the Debtor’s

adversary proceedings.

Miller, Tiffany April

Ms. Miller is a paralegal in Proskauer’s labor & 

employment department who assisted with various 

administrative tasks.

Moller, Rachael Hope February

Ms. Moller is a research specialist in Proskauer’s 

library department who assisted with legal research 

related to expert depositions.

Mungovan, Timothy W.

February

April

May

Mr. Mungovan is a partner in Proskauer’s litigation 

department who advised on issues related to courtordered mediation and on discovery related issues.

Perra, Kevin J. April

Mr. Perrais a partner in Proskauer’s litigation 

department who advised on issues related to 

litigation strategy and court-ordered mediation.

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.

Possinger, Paul May

Mr. Rappaport is a partner in Proskuauer’s 

BSGR&B group who analyzed and advised on ERS 

bondholder litigation issues.

Ratner, Stephen L. February

April

Mr. Ratner is a partner in Proskauer’s litigation 

department who advised on issues related to 

litigation strategy and court-ordered mediation.

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Professional

Month(s) in 

which less 

than 5 hours 

were billed

Explanation of Why Services 

Were Reasonable and Necessary

Richman, Jonathan E. March 

Mr. Richman is a partner in Proskauer’s litigation 

department who analyzed and advised on 

dispositive motions in an adversary proceeding.

Rochman, Matthew I. March

Mr. Rochman is an associate in Proskauer’s 

litigation department who analyzed and advised on 

litigation strategy in the Debtor’s adversary 

proceedings.

Tayler M. Sherman February

Ms. Sherman is a paralegal in Proskauer’s litigation 

department who assisted with various 

administrative tasks.

Silvestro, Lawrence T. March

Mr. Silvestro is a paralegal in Proskauer’s litigation

department who assisted with various 

administrative tasks.

Stevens, Elliot R. February

Mr. Stevens is an associate in Proskauer’s 

BSGR&B group who assisted with the analysis of 

issues related to court-ordered mediation.

Webb, Jeramy D. April

Mr. Webb is an associate in Proskauer’s BSGR&B 

group who assisted with the drafting of Proskauer’s 

interim fee applications.

Williams, Selena F. March

Ms. Williams is a paralegal in Proskauer’s litigation 

department who assisted with various 

administrative tasks.

Weise, Steven O. April

May

Mr. Weise is a partner in Proskauer’s BSGR&B 

group who analyzed and advised on multiple issues 

related to litigation strategy in the Debtor’s

adversary proceedings.

Wolf, Lucy March Ms. Wolfe is an associate in Proskauer’s litigation 

department who assisted with legal research. 

Zajac, Jared February

April

Mr. Zajac is an associate in Proskauer’s BSGR&B 

group who assisted with the analysis of issues 

related to court-ordered mediation.

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. Only Project 

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

summarized below.

9

I. Matter No. 33260/007 (PROMESA Title III: ERS) and No. 33260/025 (PROMESA 

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

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

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

disclosure statements or plans of adjustment.

(a) Legal Research (Project Category 202)

(Fees: $19,799.90; Hours: 29.90)

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

(Aggregate Fees: $19,799.90; Aggregate Hours: 29.90)

28. 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:

• Conducting research in connection with security interest issues, preparing 

for court-ordered supplemental briefing thereon relating to the bondholders’ 

motion to dismiss, partaking in drafting a stipulation prohibiting filing UCC3 continuation statements pending a ruling on perfection issues; and

• Conducting research in connection with court-ordered mediation sessions.

(b) Communications with Claimholders (Project Category 204)

(Fees: $123,671.30; Hours: 163.40)

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

(Aggregate Fees: $123,671.30; Aggregate Hours: 163.40)

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

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

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

this case Matter Nos 33260/007 (for fees incurred outside of Puerto Rico) and 33260/025 (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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• Conferring with bondholders’ and the retiree committee’s counsel and 

advisors on issues relating to mediation, drafting mediation statements, 

reviewing mediation materials, and otherwise preparing for and participating 

in the court-ordered mediation process concerning ERS bond disputes;

• Communications with bondholders’ and the retiree committee’s counsel in 

connection with securities interest supplemental briefing directed by the 

Court in furtherance of motion to dismiss briefing; and

• Conferring with bondholders and other stakeholders regarding the Debtor’s 

assets and liabilities.

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

(Fees: $159,162.30; Hours: 209.70)

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

(Aggregate Fees: $159,162.30; Aggregate Hours: 209.70)

30. 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 briefs and declarations in support of 

court-ordered supplemental motion to dismiss briefing relating to securities 

issues

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

(Fees: $32,333.40; Hours: 42.60)

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

(Aggregate Fees: $32,333.40; Aggregate Hours: 42.60)

31. 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 order of the Court directing the parties to the 

motion to dismiss briefing to submit informative supplemental briefing in 

connection with securities issues; and

• Reviewing pleadings and analyzing issues raised by parties in adversary 

proceedings and other legal disputes involving the Debtor.

(e) Analysis and Strategy (Project Category 210)

(Fees: $9,411.60; Hours: 12.40)

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

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(Aggregate Fees: $9,411.60; Aggregate Hours: 12.40)

32. 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.

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

(Fees: $51,839.70; Hours: 68.30)

(Fees for work performed in Puerto Rico: $3,111.90; Hours: 4.10)

(Aggregate Fees: $54,951.60; Aggregate Hours: 72.40)

33. This Project Category includes time spent on issues related to the terms of a 

proposed Title III plan. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Reviewing and revising memorandum regarding structure and treatment of 

claims in connection with plan of adjustment;

• Advising Oversight Board regarding various issues relating to the plan of 

adjustment;

• Analyzing documentation in connection with plan of adjustment and 

participating; and 

• Reviewing and revising a term sheet for a plan of adjustment.

(g) Employment and Fee Applications (Project Category 218

(Fees: $14,358.40; Hours: 36.80)

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

(Aggregate Fees: $14,358.40; Aggregate Hours: 36.80)

34. 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. 

II. Matter No. 33260/045 (PROMESA Title III: Altair) and No. 33260/945

(PROMESA Title III: Altair (Puerto Rico Time/Expenses))

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

civil cases involving Altair, including Altair v. Commonwealth, Case No. 17-AP-219, Altair v. 

Commonwealth, Case No. 17-AP-220, Altair v. USA, Case No. 1:17-CV-00970-SGB, and ERS 

v. Altair, Case No. 17-ap-213, and any appeals relating thereto.

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

 (Fees: $13,130.70; Hours: 17.30)

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

(Aggregate Fees: $13,130.70; Aggregate Hours: 17.30)

36. 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 briefs and declarations in support of 

court-ordered supplemental motion to dismiss briefing relating to securities 

issues

* * * *

37. The foregoing professional services performed by Proskauer on behalf of the 

Oversight Board as representative of the Debtor during the Compensation Period were 

reasonable, necessary, appropriate, and beneficial when rendered, facilitated the effective 

administration of the Debtor’s Title III case, and were in the best interests of the Oversight 

Board and the Debtor’s creditors, 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.

38. 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 

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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

39. 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.

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

fully described in 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, (f) out-of-town meals (g) 

transcription services, (h) telephone, (i) litigation support, and (k) conference services. All 

expense entries detailed in Exhibit B comply with the requirements set forth in the Guidelines, 

including an itemization of the expenses by category, the date the expense was incurred, and 

the individual incurring the expense, where available. The reasons for the expenses are selfexplanatory; in compliance with Appendix B Guidelines paragraph C.13, the requested 

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

other comparable professionals. 

41. 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 

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

clients.

42. During the Compensation Period, Proskauer has disbursed $16,638.88 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

43. All services for which Proskauer seeks compensation, and expenses for which it 

seeks reimbursement, were performed on behalf of the Oversight Board as representative of the 

Debtor. In connection with the matters covered by this Application, Proskauer received no 

payment and no promises of payment for services rendered, or to be rendered, from any source 

other than the Debtor. There is no agreement or understanding between Proskauer and any 

other person, other than members of the firm, for the sharing of compensation received for 

services rendered in this Title III case.

44. 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, 

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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.

48 U.S.C. § 2176(c).

45. 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 

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of the nature, extent, and value of such services to the Oversight Board. The Oversight Board

has reviewed and approved this Application. 

Reservations

46. 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

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

filed in ERS’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);

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

Authority, O’Melveny & Myers LLP, Times Square Tower, 7 Times 

Square, New York, NY 10036, Attn: John J. Rapisardi, Esq. 

(jrapisardi@omm.com), Suzzanne Uhland, Esq.

(suhland@omm.com),, and Diana M. Perez, Esq. (dperez@omm.com);

(d) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory 

Authority, Marini Pietrantoni Muniz LLC, MCS Plaza, Suite 500, 

255 Ponce de León Ave., San Juan P.R. 00917, Attn.: Luis C. 

Marini-Biaggi, Esq. (lmarini@mpmlawpr.com) and Carolina VelazRivero Esq. (cvelaz@mpmlawpr.com); 

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(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. BennazarZequeira, Esq. (ajb@bennazar.org); 

(j) the Puerto Rico Department of Treasury, PO Box 9024140, San 

Juan, PR 00902-4140, Attn: Reylam Guerra Goderich, Deputy 

Assistant of Central Accounting (Reylam.Guerra@hacienda.pr.gov); 

Omar E. Rodríguez Pérez, CPA, Assistant Secretary of Central 

Accounting (Rodriguez.Omar@hacienda.pr.gov); Angel L. Pantoja 

Rodríguez, Deputy Assistant Secretary of Internal Revenue and Tax 

Policy (angel.pantoja@hacienda.pr.gov); Francisco Parés Alicea, 

Assistant Secretary of Internal Revenue and Tax Policy 

(francisco.pares@hacienda.pr.gov); and Francisco Peña Montañez, 

CPA, Assistant Secretary of the Treasury 

(Francisco.Pena@hacienda. pr.gov);

(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.

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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 $445,503.70 (which includes the 10% professional compensation 

holdback amount), $442,391.80 of which represents fees earned outside of Puerto Rico and 

$3,111.90 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 $16,638.88; (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.

[Remainder of Page Intentionally Left Blank]

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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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