UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO 

RICO, et al., 

Debtors. 

PROMESA 

Title III 

No. 17-bk-3283-LTS 

(Jointly Administered) 

SUMMARY SHEET 

FIRST INTERIM APPLICATION OF CITIGROUP GLOBAL 

MARKETS INC. FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT 

OF EXPENSES INCURRED AS INVESTMENT BANKER AND FINANCIAL ADVISOR

TO FINANCIAL OVERSIGHT AND MANAGEMENT BOARD, AS REPRESENTATIVE 

OF THE DEBTORS, FROM JANUARY 2017-JANUARY 2018 

Applicant: Citigroup Global Markets Inc. 

Authorized to provide services to: Financial Oversight and Management Board 

Effective date of retention: January 27, 2017 

Compensation period: January 27, 2017-January 31, 2018 

Compensation sought: $625,000 

Expense reimbursement sought: $60,971.21 

Total sought: $685,971.21 

Compensation sought herein that has already 

been paid under Interim Compensation Order

$0 

Expenses sought herein that have already 

been paid under Interim Compensation Order

$0 

This is a: _ monthly X interim _final application 

 

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SUMMARY OF TIME RECORDED FROM DECEMBER 2017-JANUARY 20181

Name Title Hours Recorded Hourly Rate 

Green, Thomas H. Managing Director 165.83 N/A 

Gavin, John C. Managing Director 136 N/A 

Castiglioni, James Vice President 154.34 N/A 

Total Hours Recorded: 456.17 

 

1

 Citigroup Global Markets Inc. did not commence recording time until December 2017, as guidance from 

the Fiscal Agency and Financial Advisory Authority and Fee Examiner indicating it had to record time, 

notwithstanding that it is a non-attorney professional that is not compensated based on time billed, was 

not issued until November 2017. 

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UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO 

RICO, et al., 

Debtors.1

PROMESA 

Title III 

No. 17-bk-3283-LTS 

(Jointly Administered) 

FIRST INTERIM APPLICATION OF CITIGROUP GLOBAL 

MARKETS INC. FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT 

OF EXPENSES INCURRED AS INVESTMENT BANKER AND FINANCIAL ADVISOR

TO FINANCIAL OVERSIGHT AND MANAGEMENT BOARD, AS REPRESENTATIVE 

OF THE DEBTORS, FROM JANUARY 2017-JANUARY 2018 

Citigroup Global Markets Inc. (“Citi”), as investment banker and financial advisor to the 

Financial Oversight and Management Board for Puerto Rico (“Oversight Board”), as 

representative of the Debtors pursuant to PROMESA section 315(b), submits its first interim 

application for allowance of compensation for services rendered from January 27, 2017 through 

January 31, 2018 (“Compensation Period”) in the amount of $625,000 and reimbursement of 

actual and necessary expenses incurred during the Compensation Period in the amount of 

$60,971.21, pursuant to PROMESA sections 316-17, Rule 2016, and Local Rule 2016-1, and 

respectfully states: 

 

1

 The Debtors in these Title III Cases, along with the last four digits of their respective Federal Tax ID 

numbers, are: (i) Commonwealth of Puerto Rico (“Commonwealth”) (3481); (ii) Puerto Rico Sales Tax 

Financing Corporation (“COFINA”) (8474); (iii) Puerto Rico Highways and Transportation Authority 

(“HTA”) (3808); (iv) Employees Retirement System of the Government of the Commonwealth of Puerto 

Rico (“ERS”) (9686); and (v) Puerto Rico Electric Power Authority (“PREPA”) (3747). 

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JURISDICTION

1. This Court has subject matter jurisdiction to consider this application, pursuant to 

PROMESA section 306(a). Venue is proper in this district, pursuant to PROMESA section 

307(a). 

BACKGROUND

2. The Commonwealth commenced its Title III case on May 3, 2017; COFINA 

commenced its Title III case on May 5, 2017; HTA and ERS commenced their Title III cases on 

May 21, 2017; and PREPA commenced its Title III case on July 2, 2017. Pursuant to PROMESA 

section 315(b), the Oversight Board is the representative of each Debtor in its respective Title III 

case. 

3. The Oversight Board employed Citi as investment banker and financial advisor, 

under an engagement letter, dated January 27, 2017, which was amended and restated February 

13, 2018, copies of which are annexed hereto as Exhibit 1 and Exhibit 2, respectively. Under its 

agreement, Citi is entitled to a fixed monthly fee and a success fee equal to a percentage of par 

amount of bonds issued by specified entities or restructured as part of a PROMESA-related 

restructuring, subject to a cap, payable on closing of the relevant transaction(s). Citi is also 

entitled to the reimbursement of reasonable, documented out-of-pocket expenses incurred in 

connection with its engagement, subject to a cap. 

4. Citi was engaged to serve as investment banker and financial advisor to the 

Oversight Board in connection with its statutory duties under PROMESA, and its task of 

working with the Commonwealth to create the necessary foundation for economic growth and to 

restore opportunity to the people of the Commonwealth. The scope of its services include 

serving as M&A advisor to the Oversight Board to render strategic advisory and investment 

banking services related to PREPA’s potential restructuring. 

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5. Citi was engaged because of, among other things, its expertise in municipal 

finance, capital markets, in- and out-of-court restructurings, and infrastructure and utility 

finance, and is uniquely situated to assist the Oversight Board in seeking to provide the Debtors 

with the necessary tools to restructure debt, access capital markets, and get back on the path to 

economic recovery. 

6. Citi incurred expenses for this engagement beginning January 2017.2 Its postMay 2017 monthly invoices for the period ending January 2018 are annexed hereto as Exhibit 3. 

7. Citi served a consolidated monthly fee statement covering the Compensation 

Period on April 16, 2018, under the First Amended Interim Compensation Order, entered 

November 8, 2017 [ECF No. 1715] (“Interim Compensation Order”). No payment has been 

received as of the date hereof. 

BASIS FOR RELIEF REQUESTED 

8. PROMESA section 316(a) provides that this Court “may award to a professional 

person employed by ... the Oversight Board (in the Oversight Board’s sole discretion) ... (1) 

reasonable compensation for actual, necessary services rendered by the professional, or attorney 

and by any paraprofessional employed by any such person; and (2) reimbursement for actual, 

necessary expenses.” 

9. Pursuant to subdivision (c): 

In determining the amount of reasonable compensation to be 

awarded to a professional person, the court shall consider the 

nature, the extent, and the value of such services, taking into

account all relevant factors, including— 

 

2

 Citi sought reimbursement for expenses incurred prior to the commencement of these cases prior to 

May 2017, but was advised pre-Title III expenses need to be reviewed and approved by the Fee Examiner 

(appointed by order, entered October 6, 2017, ECF No. 1416) before reimbursement can be made in 

accordance with Citi’s engagement letter. 

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(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 restructuring 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 title or title 11, 

United States Code. 

10. PROMESA section 317 and the Interim Compensation Order permit professionals 

to apply for allowance of compensation and reimbursement of expenses on an interim basis. 

11. Each factor set forth in section 316(c) supports allowance of the compensation 

sought herein on an interim basis. 

(a) Time spent on services rendered. During the two-month period December 

2017-January 2018, Citi spent over 456 hours rendering services on behalf of the Oversight 

Board.3

 Time detail for that period is annexed hereto as Exhibit 4. 

(b) Fees charged. As set forth in the Leffler Certification (defined below), the 

fees charged for this engagement are consistent with those customarily employed by Citi in other 

municipal restructuring engagements. 

 

3

 As noted in the summary sheet, Citi did not commence recording time until December 2017, as 

guidance from the Fiscal Agency and Financial Advisory and Fee Examiner indicating it had to record 

time, notwithstanding that it is a non-attorney professional that is not compensated based on time billed, 

was not issued until November 2017. 

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(c) Whether Services were necessary or beneficial. The services rendered 

were necessary to the administration of these Title III cases, and beneficial when rendered. The 

Oversight Board engaged Citi for the express purpose of providing these services. 

(d) Timeliness of services rendered. No issue has been raised concerning the 

timeliness of services rendered by Citi. 

(e) Restructuring Experience. Citi has extensive municipal restructuring 

experience. Citi is one of the largest municipal securities dealers in the United States, and has 

played an active role in most major municipal restructurings in the United States for at least the 

past two decades. It was extremely well versed with complex issues facing the Debtors long 

before commencing this engagement. 

12. Citi incurred reasonable and necessary expenses in connection with this 

engagement during the Compensation Period. A detailed itemization is annexed hereto as Exhibit 

5. Citi submits those expenses for which reimbursement is sought are reasonable and justified 

under the circumstances to effectively serve the needs of the Oversight Board. 

13. The certification required by Local Rule 2016-1(a)(4) and Rule 2016 is annexed 

hereto as Exhibit 6 (“Leffler Certification”). 

NOTICE 

14. Notice hereof has been served by CM/ECF and on the Master Service List posted 

on the website of the Debtors’ claims and noticing agent, by e-mail or by first class mail. 

15. No prior request for the relief sought herein has been made to this Court or to any 

other court. 

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WHEREFORE, Citi requests an order allowing interim compensation for services 

rendered during the Compensation Period in the amount of $625,000 and reimbursement for 

actual and necessary expenses incurred during such period in the amount of $60,971.21, 

authorizing and directing payment of the foregoing amounts, and granting such other and further 

relief as this Court deems just and proper. 

Dated: April 23, 2018 Respectfully submitted, 

/s/ Mike Leffler 

Mike Leffler 

Director 

Citigroup Global Markets Inc. 

/s/ Jeffrey Chubak 

Jeffrey Chubak 

STORCH AMINI PC 

140 East 45th Street, 25th Floor 

New York, New York 10017 

(212) 490-4100 

jchubak@storchamini.com 

Attorneys for Citigroup Global Markets Inc.

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