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

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

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

PROMESA

Title III

Case No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO SALES TAX FINANCING 

CORPORATION, et al.,

Debtor.

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

PROMESA

Title III

Case No. 17-BK-3284-LTS

This Application relates only to 

COFINA, and shall be filed in 

the lead Case No. 17 BK 3283-

LTS, and COFINA’s Title III 

Case (Case No. 17 BK 3284-

LTS)

SUMMARY SHEET 

TO FOURTH INTERIM FEE APPLICATION OF PROSKAUER 

ROSE LLP FOR COMPENSATION FOR SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES INCURRED AS ATTORNEYS FOR THE 

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO,

AS REPRESENTATIVE OF THE DEBTOR, PUERTO RICO SALES TAX FINANCING

CORPORATION, FOR THE PERIOD JUNE 1, 2018 THROUGH SEPTEMBER 30, 2018

 1

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

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

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

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

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

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

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

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

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

software limitations.)

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1

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 as Representative of the Debtor 

Pursuant to PROMESA section 315(b)

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

“Compensation Period”)

Amount of Fees Sought: $1,177,407.10

Amount of Expense Reimbursement Sought: $59,541.78

Total Fees and Expenses 

Sought for Compensation Period: $1,236,948.88

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

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

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

herein, as additional time was expended after the Compensation Period.

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2

Fourth Interim Compensation Period

June 1, 2018 – September 30, 2018

Statement 

and Date 

Served

Period 

Covered

Total Fees 

Incurred

Total Fees 

Requested 

(90%)

Expenses 

Requested

Fees Paid 

(90%)

Expenses 

Paid

Fourteenth

7/20/18

6/1/18 to 

6/30/18 $18,127.20 $16,314.48 $17.10 $16,314.48 $17.10

Fifteenth

9/418

7/1/18 to 

7/31/18 $48,115.30 $43,303.77 $149.08 $43,303.77 $149.08

Sixteenth

9/24/18

8/1/18 to 

8/31/18 $490,549.00 $441,494.10 $8,620.11 $441,494.10 $8,620.11

Seventeenth

10/4/18

9/1/18 to 

9/30/18 $599,667.20 $539,700.48 $50,755.49 $539,700.48 $50,755.49

Seventeenth

(Puerto 

Rico)

10/4/18

9/1/18 to 

9/30/18 $20,948.40 $18,853.56 $0.00 $18,853.56 0.00

Totals: $1,177,407.10 $1,059,666.39 $59,541.78 $1,059,666.39 $59,541.78

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3

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

$742.14

Compensation Sought in this Application 

Already Paid Pursuant to Monthly 

Compensation Statements but Not Yet 

Allowed

$1,059,666.39

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed

$59,541.78

Number of Professionals Included in this 

Application3

33

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

18

Any Rates Higher than Those Approved or 

Disclosed when Retained? If yes, calculate 

and disclose the total compensation sought in 

this Application using the rates originally 

disclosed at retention.

No. As explained in the Second Interim 

Application (as defined below), rates increased 

in accordance with Proskauer’s engagement 

letter on January 1, 2018. Rates have not 

increased during the Compensation Period.

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

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

Application, only includes non-attorneys.

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

Compensation Period was 36, and thus the actual number of timekeepers was 3 fewer than anticipated.

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4

Schedule 2

Summary of Professional Services Rendered by 

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

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this

application)

FEES 

BILLED

PARTNERS

Barak, Ehud BSGR&B6 – 2010 $759 6.00 $4,554.00

Bienenstock, Martin J. BSGR&B – 1978 $759 1.20 $910.80

Corn, Richard M. Tax - 2005 $759 50.80 $38,557.20

Ferrara, Ralph C. Litigation – 1970 $759 5.50 $4,174.50

Firestein, Michael A. Litigation – 1983 $759 1.20 $910.80

Gerkis, James P. Corporate – 1984 $759 77.60 $58,898.40

Hamilton, Martin T. Tax - 2004 $759 63.00 $47,817.00

Levitan, Jeffrey W. BSGR&B – 1983 $759 82.00 $62,238.00

Mungovan, Timothy W. Litigation – 1994 $759 1.00 $759.00

Possinger, Paul V. BSGR&B – 1993 $759 7.30 $5,540.70

Ratner, Stephen L. Litigation – 1975 $759 2.40 $1,821.60

Richman, Jonathan E. Litigation – 1984 $759 0.20 $151.80

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

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

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

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

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

B.2.d, n.2. Annual step increases are awarded by Proskauer in the ordinary course throughout the firm on May 1. 

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

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

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

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

are a blended rate (currently $759) for all attorneys and another, lower blended rate (currently $260) for all 

paraprofessionals, no annual step increases will be applicable to the rates charged in this matter. As detailed in the 

Second Interim Application, Proskauer’s rates under the Engagement Letter increased from $730 per hour for 

attorneys and $250 per hour for paraprofessionals to $759 per hour for attorneys and $260 per hour for 

paraprofessionals on January 1, 2018, during the second interim compensation period. Rates have not increased 

during this Compensation Period.

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

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5

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this

application)

FEES 

BILLED

Rosen, Brian S. BSGR&B – 1983 $759 509.00 $386,331.00

Total for Partners: 807.20 $612,664.80

SENIOR COUNSEL

Forman, Daniel L. Corporate - 2009 $759 38.40 $29,145.60

Total for Senior Counsel: 38.40 $29,145.60

ASSOCIATES

Clark, Brandon C. Litigation – 2014 $759 2.10 $1,593.90

Desatnik, Daniel S. BSGR&B – 2016 $759 3.00 $2,277.00

Habenicht, Yomarie S. Tax – 2017 $759 157.70 $119,694.30

Hayes, Christopher M. BSGR&B – 2013 $759 6.20 $4,705.80

Kim, Mee R. Litigation – 2016 $759 11.10 $8,424.90

Ma, Steve BSGR&B – 2014 $759 221.30 $167,966.70

Park, Sejin Tax – 2018 $759 69.50 $52,750.50

Pellegrino, Nicholas Corporate – 2017 $759 37.10 $28,158.90

Pollick, Daniel C. Corporate – 2018 $759 6.00 $4,554.00

Simon, David V. Corporate – 2016 $759 83.00 $62,997.00

Stevens, Elliot R. BSGR&B – 2018 $759 33.70 $25,578.30

Theodoridis, Chris BSGR&B – 2011 $759 43.60 $33,092.40

Webb, Jeramy D. BSGR&B – 2015 $759 0.80 $607.20

Zerjal, Maja BSGR&B – 2012 $759 12.20 $9,259.80

Total for Associates: 687.30 $521,660.70

PARAPROFESSIONALS

Geary, Laura M. Litigation 

Paralegal – N/A $260 1.40 $364.00

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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

Giddens, Magali BSGR&B 

Paralegal – N/A $260 3.80 $988.00

Miller, Tiffany 

Labor & 

Employment

Paralegal – N/A

$260 0.40 $104.00

Petrov, Natasha

BSGR&B 

Paralegal – N/A

$260 28.80 $7,488.00

Tarrant, Christopher M. BSGR&B 

Paralegal – N/A $260 19.20 $4,992.00

Totals for Paraprofessionals: 53.60 $13,936.00

PROFESSIONALS

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Attorneys, Law Clerks, and 

Paraprofessional Totals: 1,586.50 $1,177,407.10

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7

Schedule 3

Summary of Professional Services Rendered by Project 

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

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT

201

Tasks Relating to the Board, its 

Members, its Staff, its Advisors or its 

Consultants

2.90 $2,201.10

202 Legal Research 8.20 $6,223.80

204 Communications with Claimholders 277.30 $205,580.50

205

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

0.50 $379.50

206 Documents Filed on Behalf of the Board 25.60 $19,430.40

207 Non-Board Court Filings 5.10 $3,870.90

210 Analysis and Strategy 21.70 $16,470.30

211 Non-Working Travel Time 10.20 $7,741.80

212 General Administration 1.80 $468.00

215 Plan of Adjustment and Disclosure Statement 934.90 $704,100.10

216 Confirmation 10.20 $7,741.80

217 Tax 250.30 $189,977.70

218 Employment and Fee Applications 37.80 $13,221.20

Total for All Project Categories: 1,586.50 $1,177,407.10

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8

Schedule 4

Summary of Actual and Necessary Expenses Incurred 

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

EXPENSE CATEGORY AMOUNTS

Airplane $1,544.12 

Dinner Voucher/SWeb $432.03 

Food Service/Conf. Dining $46,576.17

Lexis/ Westlaw $6,262.00

Litigation Support/Docketing $146.38 

Local Meals $432.03 

Lodging $2,171.42 

Out of Town Meals $116.70 

Out of Town Transportation $159.88 

Printing, Binding, etc. $258.95 

Reproduction $1,367.80 

Taxi, Carfare, Mileage and Parking $74.30 

Total: $59,541.78

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9

Schedule 5

Blended Rate Chart

CATEGORY OF 

TIMEKEEPER

BLENDED HOURLY RATE

BILLED 

Domestic offices in which timekeepers 

collectively billed at least 10% of 

the hours to the bankruptcy case 

during the application period, for 

preceding year, excluding bankruptcy

BILLED

In this fee application7

Partners $1,144 $759

Senior Counsel $978 $759

Associates (7 or more years 

since first admission) $852 $759

Associates (4-6 years since 

first admission) $820 $759

Associates (1-3 years since 

first admission) $690 $759

Law Clerks $545 N/A

Paraprofessionals $320 $260

Other $491 $260

All Timekeepers 

Aggregated: $860 $742

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

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

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

January 1, 2018, partners, counsel, and associates are billed at $759 per hour, and all other staff are billed at $260 per hour. 

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

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

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

PROMESA

Title III

Case No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO SALES TAX FINANCING 

CORPORATION, et al.,

Debtor.

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

PROMESA

Title III

Case No. 17 BK 3284-LTS

This Application relates only to 

COFINA, and shall be filed in 

the lead Case No. 17 BK 3283-

LTS, and COFINA’s Title III 

Case (Case No. 17 BK 3284-

LTS)

FOURTH INTERIM FEE APPLICATION OF PROSKAUER 

ROSE LLP FOR COMPENSATION FOR SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES INCURRED AS ATTORNEYS FOR THE 

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO,

AS REPRESENTATIVE OF THE DEBTOR, PUERTO RICO SALES TAX FINANCING

CORPORATION, FOR THE PERIOD JUNE 1, 2018 THROUGH SEPTEMBER 30, 2018

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

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

 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

Sales Tax Financing Corporation (the “Debtor” or “COFINA”), pursuant to section 315(b) of the 

Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”), 2 hereby 

submits this fourth interim application (the “Application”),3 pursuant to PROMESA sections 316 

and 317, Rule 2016 of the 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 [Case No. 17 BK 3283-LTS, ECF No. 3269] (the 

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

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

September 30, 2018 (the “Compensation Period”) in the amount of $1,177,407.10,

$1,156,458.70 of which represents fees earned outside of Puerto Rico and $20,948.40 of which 

represents fees earned in Puerto Rico, and (b) reimbursement of its actual and necessary 

expenses in the amount of $59,541.78 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.” 

PROMESA § 315(a), (b).

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

entity” under PROMESA section 101(d).

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

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

above.

8. On May 5, 2017, the Oversight Board issued a restructuring certification pursuant 

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

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

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

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4

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 [Case No. 17 BK 3283-LTS, ECF No. 1], 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, Puerto Rico Sales Tax Financing Corporation, for the Period May 

5, 2017 through September 30, 2017 [Case No. 17 BK 3283-LTS, ECF No. 2043] (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, Puerto Rico Sales Tax Financing Corporation, for the Period

October 1, 2017 through January 31, 2018 [Case No. 17 BK 3283-LTS, ECF No. 2870] (the 

“Second Interim Application”). 

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

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

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

Representative of the Debtor, Puerto Rico Sales Tax Financing Corporation, for the Period

February 1, 2018 through May 31, 2018 [Case No. 17 BK 3283-LTS, ECF No. 3571] (the 

“Third Interim Application”). 

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5

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

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

through June 30, 2018. On September 4, 2018, Proskauer served on the Notice Parties its 

fifteenth monthly fee statement for the period July 1, 2018 through July 31, 2018. On September 

24, 2018, Proskauer served on the Notice Parties its sixteenth monthly fee statement for the 

period August 1, 2018 through August 31, 2018. On October 4, 2018, Proskauer served on the 

Notice Parties its seventeenth monthly fee statement for the period September 1, 2018 through 

September 30, 2018.

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

foregoing summary, Proskauer has requested an aggregate payment of $1,119,208.17 (payment 

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

(100%) of expenses incurred) and has received $1,119,208.17 with respect to fee statements filed 

during the Compensation Period.

Summary of Services Rendered by Proskauer During the Compensation Period

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

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

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

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

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

seventy lawsuits brought mostly by creditors, but also by the government or legislature in two 

instances, (b) formulating confirmable debt restructurings, (c) negotiating resolutions of debt and 

other issues, and (d) counselling the Oversight Board on the carrying out of its duties to 

restructure debt and spearhead economic growth. The Compensation Period (which ended 

September 30, 2018) continued and manifested significant progress achieved during the first, 

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6

second, and third interim compensation periods. In the first interim period, Proskauer 

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

things, proposed and negotiated a mechanism to resolve the Commonwealth-COFINA dispute 

over which entity owns billions of dollars of sales and use tax revenues, and successfully 

defended against attempts by creditors to (a) seize the toll revenues HTA needed to maintain the 

Commonwealth’s transportation system and (b) seize PREPA and its revenues by putting 

PREPA in the hands of a receiver. In the second interim period, in the face of the devastation 

wrought by Hurricanes Irma and Maria, Proskauer worked with the Oversight Board’s officers 

and other professionals to assess the situation, take actions to ensure the provision of basic 

services, and reformulate restructuring initiatives to reflect the changing economic landscape. 

Proskauer also successfully defended against numerous creditor efforts to enjoin the Oversight 

Board from proceeding toward a plan of adjustment based on the certified fiscal plan and to seize 

many revenue streams. In the third interim period, Proskauer secured emergency authorization 

for the Commonwealth to lend $300 million to PREPA on a superpriority basis, despite 

significant opposition by creditor groups, and continued its leading role in assisting the Oversight 

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

blueprint for Puerto Rico’s future prosperity and fiscal responsibility. Proskauer also successfully 

defended against numerous creditor efforts to delay or frustrate the debtors’ restructurings during 

these periods. 

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

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

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

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

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

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

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

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

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

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

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

over $20 billion of the $74 billion of bond debt in need of restructuring. PREPA accounts for 

over $9 billion more. Thus, substantial progress is being made. Additionally, Proskauer 

vigorously protected the Oversight Board’s fiscal plan and budgetary powers, as well as the 

certified fiscal plan and budget themselves, in adversary proceedings commenced by the 

Governor and Legislature challenging the Oversight Board’s authority. Proskauer also drafted 

appellate briefs and presented oral arguments before the First Circuit defending orders in this 

Court and protecting HTA and PREPA from creditor attempts to seize their revenues, and 

worked with several of the Title III Debtors and their related advisors in opposing a multitude of 

motions seeking to terminate the automatic stay.

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

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

Puerto Rico include, among others: 

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

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

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

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

disputed pledged sales tax revenue. The dispute has been an overarching and gating 

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

During the Compensation Period, Proskauer devoted a large amount of resources and 

hours to settling the dispute, including researching, formulating and drafting pleadings 

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

settlement motion between the Commonwealth and COFINA (the “Settlement 

Motion”); (ii) a disclosure statement for COFINA; (iii) a plan of adjustment for 

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COFINA; and (iv) a motion to approve the disclosure statement. The Settlement 

Motion and the consensual resolution to the dispute it embodies are the culmination of 

over a year of negotiations and litigation relating to the Commonwealth-COFINA 

dispute. They form a key milestone in the Debtor’s Title III Case and in the overall 

economic recovery of the island. 

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

instrumental and substantive role in the development and defense of new and revised

fiscal plans and budgets for the Commonwealth and its instrumentalities, recertified to 

account for ongoing economic and fiscal developments in Puerto Rico. While the 

Oversight Board worked closely with the Commonwealth in trying to certify plans and 

budgets submitted by the Puerto Rican government, it ultimately rejected the fiscal 

plans and budgets proposed by the Governor as noncompliant with PROMESA and 

developed and certified several of its own fiscal plans and budgets. Proskauer assisted 

the Oversight Board in this regard, working with the Oversight Board’s financial 

advisors to rigorously analyze data, assess the economic and structural impact of 

proposed fiscal plans, and ultimately assist the Oversight Board in drafting and 

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

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

When the Governor and the Legislature challenged the Oversight Board’s certified 

Commonwealth fiscal plan by commencing adversary proceedings, Proskauer worked 

on a very short deadline to research and draft responses to these complaints. The Court 

adopted many of the positions Proskauer presented in its briefs and dismissed the 

majority of the counts in the Governor’s case and the entirety of the Legislature’s 

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

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

economic growth to the island of Puerto Rico.

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

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

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

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

overseeing the consensual modification of GDB’s bonded debt pursuant to PROMESA 

Title VI. While the Title VI case was awaiting approval, the Official Committee of 

Unsecured Creditors (the “UCC”) commenced a multi-front assault on the GDB 

restructuring, initiating no less than five separate actions to halt the process and stop 

the modification of GDB’s debt. Proskauer expended significant effort opposing the 

UCC’s challenges to GDB’s restructuring. Proskauer’s defense of the UCC’s 

derivative standing motion was of particular importance. The UCC sought to usurp the 

Oversight Board’s role as the sole representative of the Commonwealth and to assert 

the purported rights of the Commonwealth against GDB. The UCC’s actions were 

resolved by a stipulation that increased the Commonwealth’s recoveries from the GDB 

Title VI case while at the same time resulting in the UCC’s various actions being 

withdrawn with prejudice. 

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

motion by the UCC seeking to undertake an expansive discovery program pursuant to 

Rule 2004. Following Judge Dein’s order affirming the Oversight Board’s position 

that a wholesale production of documents relating to the development of fiscal plans 

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was unwarranted and would be counterproductive, the Oversight Board’s independent 

investigator released its comprehensive report pursuant to PROMESA section 104(o). 

During the Compensation Period, Proskauer worked with the various interested 

stakeholders in an attempt to resolve the pending issues related to this massive 

discovery process. 

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

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

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

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

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

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

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

public services on the island in the wake of the hurricanes. Proskauer has defended against these 

challenges and raised numerous legal issues, many of first impression, involving, among other 

things, creditor challenges to the constitutionality of various PROMESA provisions, the correct 

interpretation of various sections of PROMESA and the Bankruptcy Code, and the validity of 

certain creditors’ asserted liens. The following is a summary of major litigation matters. 

Proskauer served as lead counsel for the Title III debtors in the following cases:

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

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

Rosselló Nevares, in his official capacity as the Governor of the Commonwealth of 

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

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

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

on the Government through certified fiscal plans and/or budgets as well as an 

injunction against the Oversight Board prohibiting them from implementing and 

enforcing policy recommendations contained in a certified fiscal plan or budget. This 

action threatened to substantially curtail the Oversight Board’s authority under 

PROMESA and significantly jeopardize the restructuring of Puerto Rico and the 

island’s economic and fiscal future. 

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

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

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

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also had to respond to the Rivera-Schatz Complaint discussed below). Over the course 

of the next few weeks, Proskauer responded to the Rosselló Complaint, devoting 

significant time and energy to research and draft a motion to dismiss the complaint, 

while at the same time opposing motions to intervene in the proceedings filed by 

various parties-in-interest. On July 12, 2018, Proskauer filed a motion to dismiss the 

Rosselló Complaint. This motion was opposed by plaintiffs, and on July 20, 2018 

Proskauer filed a reply in support of its motion on a severely truncated timeline. On 

July 25, 2018, Proskauer argued the merits of its motion to dismiss. 

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

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

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

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

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

responsibility once more. 

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

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

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

appeal. 

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

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

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

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

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

Oversight Board overreached its powers by demanding the Legislative Assembly 

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

Commonwealth’s budget and (ii) an injunction prohibiting the Oversight Board from 

implementing its FY 2018-19 budget and requiring it to instead certify the FY 2018-19 

budget approved by the Legislative Assembly.

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

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

Proskauer worked day and night researching responses, formulating arguments in 

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

Complaint (as well as responses to certain motions to intervene filed by various 

parties-in-interest). On July 18, 2018, Proskauer filed a motion to dismiss the RiveraSchatz Complaint. On July 21, 2018, the Legislative Assembly filed an opposition to 

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

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

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

On August 7, 2018, the Court issued a ruling dismissing all counts of the RiveraSchatz Complaint and adopting many of the positions argued by Proskauer on behalf 

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

AAFAF and the Governor, Proskauer’s success in disposing of the Rivera-Schatz 

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Complaint is critical in ensuring the Oversight Board can carry out its statutory 

mandate and restore Puerto Rico’s fiscal responsibility. 

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

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

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

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

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

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

against the Oversight Board, the Commonwealth, and its instrumentalities, among 

others, seeking (i) a declaratory judgment that their claims are nondischargeable on the 

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

plan of adjustment; (iii) a declaratory judgment that their claims are nondischargeable 

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

Commonwealth and federal securities laws and Commonwealth negligence, fiduciary 

duty, and fraud laws, and (vi) unspecified common law damages. Proskauer took the 

lead in defending the Oversight Board’s interest, filing a motion to dismiss the action

on August 6, 2018.

• Assured Guaranty Corp., et al. v. Commonwealth of Puerto Rico, et al., Adv. Proc. 

No. 18-00059: On May 24, 2018, plaintiffs filed a complaint alleging the revised fiscal 

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

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

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

United States Constitution, including the Contracts, Takings, and Due Process 

Clauses. The plaintiffs seek a declaratory judgment the Oversight Board cannot use 

the revised fiscal plan as a basis for proposing a plan of adjustment in the Debtor’s 

Title III Case. Proskauer, working with the other defendants, researched, prepared 

and filed an urgent motion to stay the litigation on June 25, 2018, arguing that the 

complaint in this adversary proceeding is substantially similar, if not identical, to that 

in Ambac Assurance Corp. v. Commonwealth of Puerto Rico, et. al., Adv. Proc. No. 

17-00159, in which the Court granted a motion to dismiss that is currently on appeal in 

the First Circuit. The Court granted the motion to stay the proceedings pending a 

decision from the First Circuit.

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

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

declaratory judgment that PROMESA is unlawful under various provisions of 

domestic and international law, including the United Nations Charter, the United 

States Declaration of Independence, the United Nations Declaration of Human Rights, 

and the International Covenant of Civil and Political Rights, as well as damages for the 

violation of these legal codes; (ii) a declaratory judgment that PROMESA is unlawful 

under the Declaration of Independence and the First, Fifth, and Fourteenth 

Amendments of the Constitution, as well as damages for the violation of these legal 

provisions; (iii) a forensic audit of Puerto Rico’s public debt; and (iv) an order 

prohibiting any sale of PREPA. The plaintiffs filed an amended complaint on July 26, 

2018. The firm led the charge in defending against the Pinto-Lugo complaint, 

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expending significant time and effort developing responses to plaintiffs’ arguments. 

Proskauer drafted a motion to dismiss plaintiffs’ original complaint and was 

substantially ready to file it when plaintiffs requested, and were granted, leave to 

amend their complaint. Proskauer had to substantially revise its motion to dismiss in 

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

dismiss the amended complaint.

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

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

Commonwealth of Puerto Rico whose only asset is beachfront land comprising 

approximately 1,300 acre located in the Municipality of Loíza. The Commonwealth 

commenced eminent domain proceedings in 2008, but eventually voluntarily 

dismissed the proceedings without prejudice due to a lack of resources to litigate or 

pay PFZ. PFZ seeks a declaration that the Commonwealth effected a regulatory taking 

of the property for which the Takings Clause of the Fifth Amendment of the U.S. 

Constitution requires just compensation in the amount of $75.55 million. PFZ also 

seeks interest plus attorney’s fees on account of the Commonwealth’s conduct. 

Proskauer spent considerable time and effort negotiating with PFZ in an attempt to 

obtain a consensual resolution of this case. Eventually, a stipulation was reached with 

PFZ under which PFZ agreed to dismiss its complaint with prejudice, on certain 

conditions.

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

00063: On May 29, 2018 plaintiff, a power company focused on renewable energy, 

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

contract with PREPA on December 20, 2011, pursuant to which PREPA agreed to (i) 

purchase all of plaintiff’s net electricity production, (ii) work together with the 

plaintiff to develop renewable energy projects, and (iii) cooperate in good faith to meet 

the requirements for establishing certain facilities. Plaintiff, alleging PREPA failed to 

meet its contractual obligations, seeks damages, as well as specific performance of the 

contract. In addition, plaintiff seeks a declaratory judgment that the contract is a 

“forward contract” that cannot be disallowed or avoided pursuant to Bankruptcy Code

section 546(e). The plaintiff additionally brings a claim under the Racketeer 

Influenced Corrupt Organizations Act seeking treble damages. After researching the 

issues raised in the complaint, Proskauer filed a motion to dismiss the case on October 

15, 2018.

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

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

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

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

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

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

property of plaintiffs, and (ii) plaintiffs have a security interest over “all contract rights 

and proceeds” of HTA. Proskauer filed a motion to dismiss the complaint on 

September 14, 2018.

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

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

30, 2018, plaintiffs, two labor unions and a labor association representing 

approximately 2,950 Puerto Rican citizens, brought an action seeking declaratory 

judgments holding that (i) PROMESA and certain acts taken by the Oversight Board 

pursuant to PROMESA are unconstitutional under the Thirteenth and Fifteenth 

Amendments of the United States Constitution, (ii) that PROMESA violates one or 

more international agreements on human rights, (iii) and that the various defendants in 

the case should be enjoined from pursuing any Title III cases or exercising any 

authority under PROMESA. Proskauer expended considerable effort analyzing the 

complaint, coordinating with the other defendants, and researching and preparing a 

response to plaintiffs’ allegations. Proskauer has drafted and twice had to revise its 

response to the plaintiffs’ complaint, which has been substantially amended two times. 

The deadline to file an answer to the second amended complaint is November 30, 

2018.

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

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

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

complaint seeking a declaratory judgment (i) that PROMESA violates the 

Appointments Clause of the United States Constitution, and (ii) that the Oversight 

Board overstepped its statutory authority by certifying fiscal plans and budgets 

containing certain provisions. The Court issued an order certifying matters arising 

from the alleged violations of the United States Constitution to the Attorney General 

of the United States. During the Compensation Period, Proskauer has researched the 

issues raised by the plaintiffs and prepared a motion to dismiss the complaint, which 

was filed on October 4, 2018.

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

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

hearings that included both contested and uncontested matters; (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.

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

Compensation Order, of $1,177,407.10 as compensation for professional services rendered, 

$1,156,458.70 of which represents fees earned outside of Puerto Rico and $20,948.40 of which 

represents fees earned in Puerto Rico, and $59,541.78 as reimbursement for actual and necessary 

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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 $12,321.80 and $2,958.99, respectively, on top of the sizeable discount embedded 

in its engagement letter with the Oversight Board, in which it fixed hourly rates at levels 

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

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

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

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

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

attached hereto as Exhibit B.

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

hereto as Exhibit D.

5

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

paraprofessionals performing services for the Oversight Board is set forth on Schedule 2. 

During the Compensation Period, Proskauer billed the Oversight Board for time expended by 

attorneys based on a set rate of $759.6 The professional services performed by Proskauer on 

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

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

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

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

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

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

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

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

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

available on the Oversight Board’s website at https://oversightboard.pr.gov/documents/) (the “Engagement 

Letter”) provides that Proskauer’s rates will be increased on January 1 (rather than on November 1) by the lower 

of the percentage rate increase announced as of November 1 and four percent. Because Proskauer’s fees under the 

Engagement Letter are a blended rate (currently $759) for all attorneys and another, lower blended rate (currently 

$260) for all paraprofessionals, no annual step increases will be applicable to the rates charged in this matter. As 

detailed in the Second Interim Application, Proskauer’s rates under the Engagement Letter increased from $730 

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

required an aggregate expenditure of 845.60 recorded hours by Proskauer’s partners and senior 

counsel; 687.30 recorded hours by associates; and 53.60 recorded hours by paraprofessionals. 

As required by the Guidelines, Exhibit C to this Application shows, for each Project Category 

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

the aggregate recorded hours each professional incurred. In accordance with Guidelines 

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

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

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

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

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

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

Commonwealth of Puerto Rico, its instrumentalities, and its residents. Schedules 2 and 5 show 

the rates Proskauer charges on an hourly basis are below the competitive, market rates for 

bankruptcy and 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.

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

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

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

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

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

 

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.

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

Proskauer did not bill time or expenses for that Project Category during the Compensation 

Period, but may bill time for that Project Category in the future.

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

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

Guidelines paragraph C.5:

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

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

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

please explain.

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

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

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

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

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

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

hour, and all other staff are billed at $260 per hour.

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

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

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

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

fees.

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

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

Response: No.

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

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

is limited to work involved in preparing and editing billing records that 

would not be compensable outside of bankruptcy and does not include 

reasonable fees for preparing a fee application.). If so, please quantify by 

hours and fees.

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

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

preparation of monthly fee statements. However, the Application does 

include time related to the preparation of the firm’s monthly fee 

statements. This work is unique and non-duplicative of the firm’s interim 

application efforts. Proskauer expended approximately 5.00 hours for a 

total charge of approximately $3,795.00 in performing activities relating to 

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such preparation, or approximately 0.32 % of total fees incurred.

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

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

quantify by hours and fees.

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

concerns. However, the Application does include time related to 

reviewing time records to redact time entries pursuant to Court-ordered 

mediation confidentiality.

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

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

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

increases? If not, did you inform your client that they need not agree to 

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

consistent with ABA Formal Ethics Opinion 11-458?

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

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

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

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

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

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

increased during this Compensation Period.

Hearings and Conferences

26. Proskauer attorneys attended hearings and participated in numerous 

teleconferences with the Oversight Board, the 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 

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when attendance by more than one attorney (telephonic and/or in-person) reduces the need for 

internal de-briefing meetings and therefore allows Proskauer to represent the Debtor in a more 

cost-efficient manner that avoids unnecessary duplication and expense. Proskauer limits 

multiple participation to the most critical work streams for which attendance by more than one 

professional is actually necessary to provide efficient and appropriate representation for the 

Debtor.

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

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

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

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

with meaningful speaking roles and (ii) one additional timekeeper per speaker, are presumed 

non-compensable. Likewise, for monitoring hearings (whether in person or by telephone) in 

which the professional has no meaningful speaking role, fees and expenses incurred by any more 

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

Compensation Period (June 2018 through September 2018), Proskauer continued to strive to 

staff hearings and events efficiently and leanly, utilizing timekeepers with actual or potential 

speaking roles, necessary supporting timekeepers, and, in some instances, additional timekeepers 

for the purposes of monitoring strategic issues. During the relevant time period, Proskauer 

staffed the following hearings as follows:

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

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

presented oral argument; (2) John E. Roberts provided strategic advising and logistical 

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

organizational support to Mr. Levitan. Given the scope of the arguments presented 

and the significance of the issues under discussion, it is Proskauer’s position that the 

variance from the presumptive standard – one additional supporting timekeeper – is 

justified. Ms. Wolf’s supporting role was not duplicative of Mr. Roberts’ strategic 

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advising role, and she had played a lead role in preparing the supporting materials 

relevant to the hearing.

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

Appeal. Five timekeepers invoiced efforts in connection with attending this 

event: (1) Martin J. Bienenstock presented the oral argument; (2) John E. Roberts 

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

provided additional logistical and organizational support to Mr. 

Bienenstock. Additionally, Jeffrey W. Levitan, who had presented argument to the 

First Circuit earlier in the day in the Peaje matter, invoiced for monitoring a portion of 

the oral argument, and Michael A. Firestein invoiced efforts for telephonically 

monitoring a portion of the oral argument. Given the scope of the arguments 

presented and the significance of the issues, it is Proskauer’s position that the variance 

from the presumptive standard – three additional supporting timekeepers – is 

justified. Ms. Wolf’s supporting role was not duplicative of Mr. Roberts’ strategic 

advising role, and she had played a lead role in preparing the supporting materials 

relevant to the hearing. Mr. Levitan’s attendance efforts were minimal (0.70 hours) 

and were directly related to monitoring the First Circuit’s handling of issues 

overlapping with his role in the Peaje matter. Mr. Firestein billed minimal efforts to 

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

broader strategic issues. Had the monitoring timekeepers not attended a portion of the 

hearing telephonically, each timekeeper would have incurred additional time 

reviewing the transcript of this proceeding.

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

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

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

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

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

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

complies with the presumptive standards.

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

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

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

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

-- complies with the presumptive standards.

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

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

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

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

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

presumptive standards.

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

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

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Rosen; and (4) Margaret A. Dale. The speaking timekeepers were supported in person 

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

and Daniel Desatnik. Four additional timekeepers invoiced minimal efforts to 

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

(2) Elliot Stevens (1.70 hours); (3) Guy Brenner (1.30 hours); and (4) Chris 

Theodoridis (0.90 hours). Given the scope of the hearing and the myriad of actual and 

potential issues under discussion, it is Proskauer’s position that the efforts of the 

additional timekeepers beyond the presumptive standards -- four additional 

timekeepers -- were reasonable, necessary, and justified. The additional monitoring 

efforts were minimal and tailored to inform strategic issues across other related 

matters.

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

support, and monitoring efforts in connection with this event: (1) Martin J. 

Bienenstock provided a meaningful speaking role during the hearing; and (2)-(7) Paul 

Possinger (2.90 hours), Daniel Desatnik (2.90 hours), Michael A. Firestein (2.90 

hours), Jeffrey W. Levitan (2. 30 hours), Ralph C. Ferrara (0.90 hours), and Steve Ma 

(0.70 hours) each monitored the hearing or a portion thereof. It is Proskauer’s position 

that the efforts of the additional timekeepers beyond the presumptive standard (which 

appears to allow for two of the seven total timekeepers) were reasonable and 

necessary, and justified under the circumstances given the scope and breadth of the 

hearing and issues under discussion. For example, the additional timekeepers 

monitored the hearing in real time (rather than waiting several days to review the 

hearing transcript) for purposes of informing and shaping strategic considerations 

across all matters. In fact, it would have been counterproductive and wasteful for the 

additional timekeepers to await the hearing transcript; their real-time ingestion of how 

the court and counsel addressed certain issues affected strategic issues 

contemporaneously facing each timekeeper.

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

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

where Proskauer’s attendance activities exceeded the presumptive standards adopted by the 

Court, such variances were necessary and justified under the circumstances.

Professionals Billing Fewer Than Five Hours per Month

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

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

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

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

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complexity of the Debtor’s Title III Case, it was reasonable and necessary to consult with 

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

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

Moreover, it was often necessary to consult with professionals more familiar with other aspects 

of the restructuring of Puerto Rico and with specific adversary proceedings to ensure that 

positions taken by the Oversight Board are consistent across all the Title III cases, as well as to 

deal with global strategic issues. Furthermore, occasionally the urgency of certain briefing 

schedules requires pulling in professionals from different work streams to assist on timesensitive matters.7

Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Barak, Ehud July, August

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

group who advised on sales and use tax (“SUT”)-

related issues and participated in court-ordered 

mediation.

Bienenstock, Martin J. August

Mr. Bienenstock is a partner in Proskauer’s 

BSGR&B group who advised on multiple issues 

related to the Debtor’s proposed plan of adjustment 

and plan support agreement.

Clark, Brandon C. September

Mr. Clark is an associate in Proskauer’s litigation

department who assisted with researching and 

drafting an omnibus claims objections procedure 

motion, and with analyzing claims against 

COFINA.

Desatnik, Daniel S. July -

September

Mr. Desatnik is an associate in Proskauer’s 

BSGR&B group who assisted with analyzing SUTrelated issues and with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment.

 7 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

Ferrara, Ralph C. August, 

September

Mr. Ferrara is a partner in Proskauer’s litigation 

department who advised on litigation issues related 

to the Debtor’s proposed plan of adjustment and 

the Debtor’s fiscal plan. 

Firestein, Michael A. June, August, 

September

Mr. Firestein is a partner in Proskauer’s litigation 

department who advised on SUT-related issues and 

on the Debtor’s proposed plan of adjustment.

Geary, Laura M. September

Ms. Geary is a paralegal in Proskauer’s litigation 

department who assisted with various case 

management related tasks.

Giddens, Magali July

Ms. Giddens is a paralegal in Proskauer’s 

BSGR&B group who assisted with various case 

management related tasks.

Kim, Mee R. June -

September

Ms. Kim is an associate in Proskauer’s litigation 

department who assisted with the preparation of 

Proskauer’s monthly fee statements and with 

drafting the disclosure statement for the Debtor’s 

proposed plan of adjustment.

Miller, Tiffany September

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

employment department who assisted with various 

case management related tasks.

Mungovan, Timothy 

W.

August, 

September

Mr. Mungovan is a partner in Proskauer’s litigation 

department who advised on litigation issues related 

to the Debtor’s proposed plan of adjustment.

Pellegrino, Nicholas August

Mr. Pellegrino is an associate in Proskauer’s 

corporate department who analyzed bond-related 

issues for the Debtor’s proposed plan of 

adjustment.

Petrov, Natasha July

Ms. Petrov is a paralegal in Proskauer’s BSGR&B 

group who assisted with drafting Proskauer’s

interim fee applications.

Possinger, Paul V. June -

September 

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

group who advised on the COFINA/Deutsche 

Bank settlement and on restructuring issues and 

timing. Mr. Possinger also participated in courtordered mediation relating to the Debtor.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Ratner, Stephen L. August, 

September

Mr. Ratner is a partner in Proskauer’s litigation 

department who advised on litigation issues related 

to the Debtor’s proposed plan of adjustment.

Richman, Jonathan E. August

Mr. Richman is a partner in Proskauer’s litigation 

department who advised on the litigation strategy 

in the COFINA/BNYM dispute. 

Stevens, Elliot R. June, July

Mr. Stevens is an associate in Proskauer’s 

BSGR&B group who assisted with drafting 

Proskauer’s interim fee applications.

Webb, Jeramy D. July

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

group who assisted with drafting Proskauer’s

interim fee applications.

Zerjal, Maja August, 

September

Ms. Zerjal is an associate in Proskauer’s BSGR&B 

group who assisted with drafting the disclosure 

statement for the Debtor’s proposed plan of 

adjustment.

Summary Description of Professional Services

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

professional services rendered by Proskauer during the Compensation Period.

8 Only Project 

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

summarized below.

I. Matter No. 33260/010 (PROMESA Title III: COFINA) and No. 33260/027 

(PROMESA Title III: COFINA Puerto Rico)

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

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

disclosure statements or plans of adjustment.

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

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

only to services rendered in Puerto Rico.

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(a) Communications with Claimholders (Project Category 204) 

(Fees: $205,125.10; Hours: 276.70)

(Fees for work performed in Puerto Rico: $455.40; Hours: 0.60)

(Aggregate Fees: $205,580.50; Aggregate Hours: 277.30)

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

various claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating and participating in meetings with advisors to COFINA’s

bondholders and to statutory committees on a variety of legal issues in 

preparation for court-ordered mediation sessions and court hearings; and

• Preparing for and participating in court-ordered mediation sessions and 

drafting related memoranda to Judge Houser.

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

(Fees: $19,430.40; Hours: 25.60)

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

(Aggregate Fees: $19,430.40; Aggregate Hours: 25.60)

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 spent time conducting research and analysis for and drafting 

the proposed motion to approve the settlement of the Commonwealth-COFINA dispute.

(c) Analysis and Strategy (Project Category 210)

(Fees: $14,800.50; Hours: 19.50)

(Fees for work performed in Puerto Rico: $1,669.80; Hours: 2.20)

(Aggregate Fees: $16,470.30; Aggregate Hours: 21.70)

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

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

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

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

Project Category. 

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

(Fees: $7,741.80; Hours: 10.20)

(Fees for work performed in Puerto Rico: $48,727.80; Hours: 0.00)

(Aggregate Fees: $7,741.80; Aggregate Hours: 10.20)

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35. 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%).

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

(Fees: $685,580.50; Hours: 910.50)

(Fees for work performed in Puerto Rico: $18,519.60; Hours: 24.40)

(Aggregate Fees: $704,100.10; Aggregate Hours: 934.90)

36. 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: 

• Conferring with the Oversight Board, statutory committees, bondholders, and 

their respective advisors;

• Drafting the Debtor’s proposed disclosure statement, plan of adjustment, plan 

support agreement, term sheets, and other plan documents;

• Conducting research and analysis of various plan of adjustment-related issues, 

including, among other things, potential plan structures, voting rights, and 

solicitation and confirmation procedures, tax issues, restructuring fees, swap 

issues, and the standards for disclosure statements, and drafting related 

memoranda to the Oversight Board and creditors;

• Conferring with Prime Clerk regarding the logistics of solicitation and voting 

on the Debtor’s plan of adjustment. 

(f) Confirmation (Project Category 216)

(Fees: $7,741.80; Hours: 10.20)

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

(Aggregate Fees: $7,741.80; Aggregate Hours: 10.20)

37. This Project Category includes time spent reviewing materials relating to plan 

confirmation. Specifically, Proskauer attorneys and paraprofessionals spent time researching and 

analyzing confirmation requirements, standards, and other confirmation-related issues for the 

Debtor’s anticipated plan of adjustment, and drafting related memoranda for the Oversight 

Board.

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(g) Tax (Project Category 217) 

(Fees: $189,977.70; Hours: 250.30)

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

(Aggregate Fees: $189,977.70; Aggregate Hours: 250.30)

38. This Project Category includes time spent on tax matters involving the Debtor. 

Specifically, Proskauer attorneys and paraprofessionals spent time:

• Conferring with the Oversight Board and its other advisors;

• Researching and analyzing tax-related issues in connection with the Debtor’s 

proposed plan of adjustment, and drafting tax-related sections of the plan 

documents and related memoranda for the Oversight Board;

• Reviewing the proposed disclosure statement, plan of adjustment, plan 

support agreement, term sheets, and other plan related documents to assess the 

adequacy of their tax-related disclosures. 

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

(Fees: $13,221.20; Hours: 37.80)

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

(Aggregate Fees: $13,221.20; Aggregate Hours: 37.80)

39. This Project Category includes time spent on issues related to the compensation of 

Proskauer, and the retention and compensation of other Oversight Board professionals. 

Specifically, Proskauer attorneys and paraprofessionals spent time preparing Proskauer’s 

monthly fee statements and drafting Proskauer’s third and fourth interim fee applications.

* * * *

40. 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, the 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.

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41. 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

42. 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.

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

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

expenses, including: (a) reproduction, (b) online research, (c) local travel to and from airports, 

(d) out-of-town travel and lodging, (e) out-of-town meals, (f) litigation support, and (g) 

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

clients and by other comparable professionals. 

44. 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 

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requested reimbursement of expenses related to overhead charges, such as secretarial services 

and proofreading. The expenditures Proskauer is seeking reimbursement for and which are 

detailed on Schedule 4 are all of the type customarily billed to clients.

45. During the Compensation Period, Proskauer has disbursed $59,541.78 as 

necessary and reasonable expenses. These charges cover Proskauer’s direct operating costs, 

which costs are not incorporated into the firm’s hourly billing rates (because to do so would 

impose that cost upon clients who do not require extensive photocopying and other facilities and 

services). Only clients who actually benefit from services of the kind set forth in Exhibit B are 

separately charged for such services. Proskauer has made every effort to minimize its expenses 

in the Debtor’s Title III Case. 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

46. 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.

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

professionals and govern the Court’s award of such compensation. PROMESA section 316 

provides that a court may award a professional person employed by the Debtor or the Oversight 

Board under PROMESA “(1) reasonable compensation for actual, necessary services rendered 

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by the professional person, or attorney and by any paraprofessional person employed by any 

such person; and (2) reimbursement for actual, necessary expenses.” PROMESA § 316(a). 

Section 316 also sets forth the criteria for the award of such compensation and reimbursement:

In determining the amount of reasonable compensation to be 

awarded ... the court shall consider the nature, the extent, and the 

value of such services, taking into account all relevant factors, 

including—

(1) the time spent on such services;

(2) the rates charged for such services;

(3) whether the services were necessary to the administration of, 

or beneficial at the time at which the service was rendered 

toward the completion of, a case under this chapter;

(4) whether the services were performed within a reasonable 

amount of time commensurate with the complexity, importance, 

and nature of the problem, issue, or task addressed;

(5) with respect to a professional person, whether the person is 

board certified or otherwise has demonstrated skill and 

experience in the bankruptcy field; and

(6) whether the compensation is reasonable based on the 

customary compensation charged by comparably skilled 

practitioners in cases other than cases under this subchapter or 

title 11.

PROMESA § 316(c).

48. As noted above, the professional services and expenditures for which Proskauer 

seeks compensation and reimbursement in this Application were necessary and beneficial to the 

Oversight Board as representative of the Debtor, and included, among other things, anticipating 

or responding to the Oversight Board’s needs and assisting in the Oversight Board’s navigation 

of the Debtor’s very complex Title III case. The compensation requested herein is reasonable in 

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

Board has reviewed and approved this Application. 

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Reservations

49. 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

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

filed in the Debtor’s Title III Case and the jointly-administered Commonwealth of Puerto Rico’s 

Title III case and served upon:

(a) the Financial Oversight and Management Board, 40 Washington 

Square South, Office 314A, New York, NY 10012, Attn: Professor 

Arthur J. Gonzalez, Oversight Board Member;

(b) attorneys for the 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. 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);

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(f) attorneys for the Official Committee of Unsecured Creditors, Paul 

Hastings LLP, 200 Park Ave., New York, NY 10166, Attn: Luc A. 

Despins, Esq. (lucdespins@paulhastings.com);

(g) attorneys for the Official Committee of Unsecured Creditors, Casillas, 

Santiago & Torres LLC, El Caribe Office Building, 53 Palmeras 

Street, Ste. 1601, San Juan, PR 00901, Attn: Juan J. Casillas Ayala, 

Esq. (jcasillas@cstlawpr.com) and Alberto J.E. Añeses Negrón, Esq.

(aaneses@cstlawpr.com);

(h) attorneys for the Official Committee of Retired Employees, Jenner & 

Block LLP, 919 Third Ave., New York, NY 10022, Attn: Robert 

Gordon, Esq. (rgordon@jenner.com) and Richard Levin, Esq. 

(rlevin@jenner.com); and Jenner & Block LLP, 353 N. Clark Street, 

Chicago, IL 60654, Attn: Catherine Steege, Esq. (csteege@jenner.

com) and Melissa Root, Esq. (mroot@jenner.com);

(i) attorneys for the Official Committee of Retired Employees, Bennazar, 

García & Milián, C.S.P., Edificio Union Plaza, PH-A, 416 Ave. Ponce 

de León, Hato Rey, PR 00918, Attn: A.J. Bennazar- Zequeira, Esq. 

(ajb@bennazar.org); 

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

PR 00902-4140, Attn: Reylam Guerra Goderich, Deputy Assistant of 

Central Accounting (Reylam.Guerra@hacienda.pr.gov); Omar E. 

Rodríguez Pérez, CPA, Assistant Secretary of Central Accounting 

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

Deputy Assistant Secretary of Internal Revenue and Tax Policy 

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

Secretary of Internal Revenue and Tax Policy 

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

CPA, Assistant Secretary of the Treasury (Francisco.Pena@hacienda. 

pr.gov);

(k) attorneys for the Fee Examiner, EDGE Legal Strategies, PSC, 252 

Ponce de León Avenue, Citibank Tower, 12th Floor, San Juan, PR 

00918, Attn: Eyck O. Lugo (elugo@edgelegalpr.com); and

(l) attorneys for the Fee Examiner, Godfrey & Kahn, S.C., One East Main 

Street, Suite 500, Madison, WI 53703, Attn: Katherine Stadler 

(KStadler@gklaw.com).

Proskauer submits that, in light of the foregoing, no other or further notice need be provided.

WHEREFORE Proskauer respectfully requests that the Court issue an order (a) allowing 

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

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amount of $1,177,407.10 (which represents 100% of compensation sought for the Compensation 

Period, including the 10% professional compensation holdback amount), $1,156,458.70 of which 

represents fees earned outside of Puerto Rico and $20,948.40 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 $59,541.78; (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: November 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com 

 ebarak@proskauer.com 

 mzerjal@proskauer.com 

-and-

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

/s/ Ubaldo M. Fernández

Ubaldo M. Fernández

USDC No. 224807

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Attorneys for the Financial Oversight and

Management Board as Representative of the 

Debtor

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