Hearing Date: June 6, 2018 at 9:30 a.m. AST

Objection Deadline: April 9, 2018 (for parties other than the Fee Examiner)

IN THE UNITED STATES DISTRICT COURT

FOR THE 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)

SUMMARY COVER SHEET TO THE SECOND INTERIM 

APPLICATION OF JENNER & BLOCK LLP AS COUNSEL TO THE 

OFFICIAL COMMITTEE OF RETIRED EMPLOYEES OF THE 

COMMONWEALTH OF PUERTO RICO FOR ALLOWANCE OF 

COMPENSATION FOR SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES INCURRED 

FROM OCTOBER 1, 2017 THROUGH JANUARY 31, 2018

Name of Applicant: Jenner & Block LLP

Authorized to Provide Services To: The Official Committee of Retired 

Employees of the Commonwealth of Puerto 

Rico

Retention Date: June 16, 2017

 1

The Debtors in these jointly-administered PROMESA title III cases, along with each Debtor’s respective 

title III case number listed as a bankruptcy case number due to software limitations and the last four (4) 

digits of each Debtor’s federal tax identification number, as applicable, are: (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 (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (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 (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax 

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

Four Digits of Federal Tax ID: 3747).

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ii

Period for which compensation and 

reimbursement is sought:

October 1, 2017–January 31, 2018

Amount of interim compensation sought as 

actual, reasonable, and necessary: $2,054,446.59

Amount of interim expense reimbursement 

sought as actual, reasonable, and necessary: $100,461.26

Are your fee or expense totals different from 

the sum of previously served monthly 

statements? Yes2

Petition Date: May 3, 2017

Blended rate in this application for all 

attorneys:

$926.61 ($787.62 following 15% fee 

discount)

Blended rate in this application for all 

timekeepers:

$826.42 ($708.17 following 15% fee 

discount)

This is an interim application. 

The total time expended for Jenner’s fee application preparation for the Interim Fee Period is 

approximately 25 hours and the corresponding compensation requested is approximately 

$20,000.

Total compensation approved by interim 

order to date:

$2,030,996.12

Total expenses approved by interim order to 

date:

$60,485.71

Total compensation paid to date: $3,222,715.11

Total expenses paid to date: $107,303.20

Total compensation subject to objection: None

Total expenses subject to objection: None

Number of Professionals Included in this 

Application:

34

 2 Jenner voluntarily reduced its request for reimbursement of expenses before it submitted monthly fee 

statements. In addition, $11,024.75 of fees and $63.70 of expenses that were incurred in January 2018 were 

not included in the monthly statement. Those fees and expenses are reflected in this application. 

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iii

Difference Between Fees Budgeted and 

Compensation Sought: $335,581.46 less than budget.3

Number of Professionals Billing Fewer than 

15 Hours to this Case: 15

Rates Higher than Those Disclosed at 

Retention:

Jenner adjusted its scheduled hourly rates as 

of January 1, 2018. All time recorded in 

January is at 2018 rates, which are reflected 

herein.

Objection Deadline: April 9, 2018 (for parties other than the Fee 

Examiner)

Name of 

Professional

Title Year 

Admitted

Department Hourly 

Billing 

Rate 

(2017)

Total 

Billed 

Hours 

(2017)

Hourly 

Billing 

Rate 

(2018)

Total 

Billed 

Hours 

(2018)

Total Fees 

Requested

ELIZABETH A. 

EDMONDSON Partner 2007

Complex 

Commercial 

Litigation

$840 0.50 $890 0 $420.00

IAN HEATH 

GERSHENGORN Partner 1993

Appellate & 

Supreme Court 

Practice

$1,100 45.70 $1,150 55.10 $113,635.00

ROBERT D. 

GORDON Partner 1989 Restructuring & Bankruptcy $1,025 361.10 $1,100 85.00 $463,627.50

LINDSAY C. 

HARRISON Partner 2003

Appellate & 

Supreme Court 

Practice

$850 47.60 $890 37.90 $74,191.00

JESSICA R. 

HERTZ Partner 2007

Complex 

Commercial 

Litigation

$785 20.20 $825 1.60 $17,177.00

CARTER H. 

KLEIN Partner 1972 Corporate $775 77.40 $775 0 $59,985.00

RICHARD B. 

LEVIN Partner 1975 Restructuring & Bankruptcy $1,250 237.30 $1,300 63.90 $379,695.00

LANDON S. 

RAIFORD Partner 2008 Restructuring & Bankruptcy $785 42.60 $850 11.50 $43,216.00

MELISSA M. 

ROOT Partner 2003 Restructuring & Bankruptcy $840 364.40 $890 145.40 $435,502.00

CATHERINE L. 

STEEGE Partner 1982 Restructuring & Bankruptcy $1,025 199.90 $1,100 51.10 $261,107.50

NICHOLAS E. 

BALLEN Associate 2015 Restructuring & Bankruptcy N/A 0 $605 3.2 $1,936.00

WILLIAM K. 

DREHER Associate 2013

Appellate & 

Supreme Court 

Practice

$625 47.60 $725 36.80 $56,430.00

OLIVIA G. 

HOFFMAN Associate 2015 Litigation $535 .90 $640 0 $481.50

KATHERINE B. 

JOHNSON Associate 2014

Complex 

Commercial 

Litigation

$565 10.40 $675 5.40 $9,521.00

KATHERINE A. 

ROSOFF Associate 2018 Litigation $470 66.90 $490 12.80 $37,715.00

 3

Jenner began providing monthly budgets to the U.S. Trustee and Fee Examiner in January 2018. This 

calculation only reflects the difference between the January 2018 budget and January 2018 fee request. 

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iv

JOHN D. 

VANDEVENTER Associate 2014 Restructuring and Bankruptcy $565 12.60 $675 0 $7,119.00

CARL N. 

WEDOFF Associate 2010 Restructuring and Bankruptcy $785 339.20 $845 114.10 $362,686.50

MATTHEW J. 

WILKINS Associate 2016 Litigation $470 21.20 $570 0 $9,964.00

LOGAN J. 

GOWDEY

Law 

Clerk

2016 Law 

School 

Graduate4 Litigation $350 54.40 N/A 0 $19,040.00

AMANDA E. 

FACTOR Paralegal N/A Litigation $335 42.30 $340 7.6 $16,754.50

TOI D. HOOKER Paralegal N/A Restructuring and 

Bankruptcy $365 72.80 $370 11.90 $30,975.00

CHERYL L. 

OLSON Paralegal N/A Litigation $365 13.40 $370 0.50 $5,076.00

JON C. SIMS Paralegal N/A Corporate $335 5.20 $340 0 $1,742.00

STEPHEN S. 

MELLIN

Library 

Services N/A Information Services $335 1.00 $340 1.00 $675.00

TRICIA J. 

PEAVLER 

Library 

Services N/A Information Services $335 0.30 $340 0.60 $304.50

PAUL S. 

RAMONAS

Library 

Services N/A Information Services $335 0.50 $335 0 $167.50

MARY E. 

RUDDY 

Library 

Services N/A Information Services $335 1.40 $335 0 $469.00

JOCELYN C. 

CARREONCRAWFORD

Project 

Assistant N/A Patent Litigation & Counseling $215 4.5 $220 0 $967.50

ASHLEIGH N. 

HONESTY 

Project 

Assistant N/A Litigation $205 6.50 $210 0 $1,332.50

KATERINA 

LAHR-PASTOR

Project 

Assistant N/A Litigation $205 1.0 N/A 0 $205.00

MARC A. 

PATTERSON 

Project 

Assistant N/A Restructuring and Bankruptcy $215 87.10 $220 46.50 $28,956.50

NICHOLAS T. 

TURNER

Project 

Assistant N/A Litigation $205 5.5 $210 0 $1,127.50

ADAM H. 

WEIDMAN

Project 

Assistant N/A Litigation N/A 0 $210 2.5 $525.00

ANNETTE M. 

YOUNG 

Project 

Assistant N/A Litigation $215 67.70 $220 26.70 $20,429.50

Sub-Total* 2259.1 721.1 $2,463,156.00

Less 15% Fee 

Discount on all 

matters except the 

Non-working 

Travel Matter

$2,110,497.84

Less 50% 

Discount on Nonworking Travel 

Matter

$56,051.25

Total 2980.20 Hours $2,054,446.59

 4

Mr. Gowdey graduated from law school in 2016 and joined Jenner after completing a federal clerkship. 

Mr. Gowdey is currently completing a second federal clerkship and is not yet admitted to practice. 

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v

FEE EXAMINER’S REQUESTED ATTACHMENTS TO FEE APPLICATIONS

List of Professionals – Exhibit E

Compensation by Project Category – Exhibit G

Expense Summary – Exhibit F

List of Professionals by Matter – Exhibit H

Detailed Time Records – Exhibit H

Detailed Expense Records – Exhibit I; additional detail submitted to the Fee Examiner under 

separate cover

Customary and Comparable Disclosures – Exhibit D

Budget & Staffing Plan – Submitted to the Fee Examiner under separate cover

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Hearing Date: June 6, 2018 at 9:30 a.m. AST

Objection Deadline: April 9, 2018 (for parties other than the Fee Examiner)

IN THE UNITED STATES DISTRICT COURT

FOR THE 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)

SECOND INTERIM APPLICATION OF JENNER & BLOCK LLP 

FOR ALLOWANCE OF COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS 

COUNSEL TO THE OFFICIAL COMMITTEE OF RETIRED 

EMPLOYEES OF THE COMMONWEALTH OF PUERTO RICO

FROM OCTOBER 1, 2017 THROUGH JANUARY 31, 2018

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

Jenner & Block, LLP (“Jenner”), attorneys for The Official Committee of Retired 

Employees of the Commonwealth of Puerto Rico (the “Retiree Committee”) in the abovecaptioned Title III cases (“Title III Cases”), hereby submits this second application (the 

 1

The Debtors in these jointly-administered PROMESA title III cases, along with each Debtor’s respective 

title III case number listed as a bankruptcy case number due to software limitations and the last four (4) 

digits of each Debtor’s federal tax identification number, as applicable, are: (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 (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 

8474); (iii) Puerto Rico Highways and Transportation Authority (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 (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax 

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

Four Digits of Federal Tax ID: 3747).

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2

“Application”) for an award of interim compensation for professional services rendered, and 

reimbursement for actual and necessary expenses incurred in connection with such services, for 

the period from October 1, 2017 through January 31, 2018 (the “Interim Period”). Jenner submits 

this Application pursuant to sections 316 and 317 of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),248 U.S.C. §§ 2176, 2177; sections 105(a) and 503(b) of 

the Bankruptcy Code,3 11 U.S.C. § 503(b); Rule 2016(a) of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”)4

; Rule 2016-1 of the Bankruptcy Rules for the United States 

Bankruptcy Court for the District of Puerto Rico (the “Local Rules”)5; the Court’s Order 

Authorizing the Employment of Jenner & Block LLP as Attorneys for the Committee of Retired 

Employees (the “Retention Order”) [Dkt. No. 1002]; the Court’s First Amended Order Setting 

Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (the 

“Interim Compensation Order”) [Dkt. No. 1715]; the United States Trustee’s Guidelines for 

Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 

§ 330 by Attorneys in Large Chapter 11 Cases Effective as of November 1, 2013 (the “UST 

Guidelines”); and the Fee Examiner’s November 10, 2017 Memorandum (the “Fee Examiner 

Memorandum”). In support of the Application, Jenner submits the Certification of Robert D. 

 2

PROMESA is codified at 48 U.S.C. §§ 2101–2241.

3

The Bankruptcy Code is codified at 11 U.S.C. §§ 101–1532. Unless otherwise noted, all Bankruptcy 

Code sections cited in the Application are made applicable to these Title III Cases pursuant to section 301(a) 

of PROMESA. 

4

All Bankruptcy Rules referenced in this Application are made applicable to these Title III Cases pursuant 

to section 310 of PROMESA.

5

The Local Rules are made applicable here by the Court’s Order (A) Imposing and Rendering Applicable 

Local Bankruptcy Rules to These Title III Cases, (B) Authorizing Establishment of Certain Notice, Case 

Management, and Administrative Procedures, and (C) Granting Related Relief [Dkt. No. 249].

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3

Gordon (the “Gordon Certification”), attached hereto as Exhibit A, and respectfully represents 

as follows: 

Preliminary Statement

1. On August 10, 2017 this Court approved the Retiree Committee’s employment of 

Jenner, effective as of June 16, 2017. A copy of Jenner’s engagement letter is attached hereto as 

Exhibit B. The Retiree Committee represents approximately 167,000 retired employees of the 

Commonwealth of Puerto Rico (“Commonwealth” or “Puerto Rico”) and various governmental 

bodies and their surviving beneficiaries, including Puerto Rico’s retired teachers, police officers, 

firefighters, judges, municipal clerks, engineers, and other government workers of all categories 

(the “Retirees”). The Retirees’ pensions are underfunded by at least $49 billion. They are the 

largest group of creditors in these Title III Cases. 

2. During the Interim Period, Jenner performed a variety of legal services that were 

necessary and appropriate for the effective advancement of the Retirees’ interests in the Title III 

Cases, including, among other things: meeting and conferring with the Retiree Committee; 

advising the Retiree Committee of its powers and duties; advising the Retiree Committee regarding 

proposed modifications to Retirees’ pension, healthcare, and other accrued retirement benefits; 

representing the Retiree Committee at court hearings and mediation sessions involving matters 

pertaining to the benefits of the Retirees; preparing on behalf of the Retiree Committee motions, 

applications, orders, and other legal papers; advocating for Retirees in adversary proceedings and 

contested matters; and advising the Retiree Committee with respect to bankruptcy, labor, employee 

benefits, and litigation issues concerning the Retirees’ benefits.

3. Jenner’s work during the Interim Period was necessary for, and beneficial to, the 

Retirees and served to ensure that the Retirees’ interests were properly represented and 

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4

safeguarded in these Title III Cases. Jenner respectfully requests that the Court award the fees and 

expenses requested in this Application. 

Jurisdiction

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

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

5. Venue is proper pursuant to PROMESA section 307(a).

6. Jenner makes this Application pursuant to PROMESA sections 316 and 317, 

Bankruptcy Code sections 105(a) and 503(b), Bankruptcy Rule 2016, Local Rule 2016-1, the 

Retention Order, the Interim Compensation Order, and the UST Guidelines. 

Background

7. On May 3, 2017, Puerto Rico, by and through the Financial Oversight and 

Management Board for Puerto Rico (“FOMB”), as Puerto Rico’s representative pursuant to 

section 315(b) of PROMESA, filed a petition with the Court under title III of PROMESA.

8. On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (“COFINA”), 

by and through the FOMB, as COFINA’s representative pursuant to PROMESA section 315(b), 

filed a petition with the Court under title III of PROMESA.

9. On May 21, 2017, the Puerto Rico Highways and Transportation Authority 

(“HTA”), by and through the FOMB, as HTA’s representative pursuant to PROMESA section 

315(b), filed a petition with the Court under title III of PROMESA.

10. On May 21, 2017, the Employees Retirement System for the Commonwealth of 

Puerto Rico (“ERS”), by and through the FOMB, as ERS’s representative pursuant to PROMESA 

section 315(b), filed a petition with the Court under title III of PROMESA.

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5

11. On July 3, 2017, the Puerto Rico Electric Power Authority (“PREPA”), by and 

through the FOMB, as PREPA’s representative pursuant to PROMESA section 315(b), filed a 

petition with the Court under title III of PROMESA.

12. Through Orders of this Court, the Commonwealth, COFINA, HTA, ERS, and 

PREPA Title III Cases are jointly administered for procedural purposes only, pursuant to 

PROMESA section 304(g) and Bankruptcy Rule 1015. [See Dkt. Nos. 242, 537, 1417.]

13. On June 15, 2017, the U.S. Trustee, pursuant to section 1102(a)(1) of the 

Bankruptcy Code, appointed the Retiree Committee, consisting of the following nine individuals: 

Blanca Paniagua, Carmen Nunez, José Marin, Juan Ortiz, Lydia Pellot, Marcos A. Lopez, Miguel 

Fabre, Milagros Acevedo, and Rosario Pacheco. [Dkt. No. 340.]

Jenner’s Retention and Fee Request

14. On June 16, 2017, the Retiree Committee elected to employ Jenner to represent the 

Retiree Committee. 

15. On July 19, 2017, the Retiree Committee filed its Application for an Order 

Approving the Employment of Jenner & Block LLP [Dkt. No. 670] (the “Retention Application”) 

pursuant to sections 105(a) and 1103 of the Bankruptcy Code.6

16. On August 10, 2017, the Court entered the Retention Order approving Jenner’s 

retention as counsel to the Retiree Committee, effective June 16, 2017, on the terms and conditions 

identified in the Retention Application. A copy of the Retention Order is attached hereto as 

Exhibit C. Pursuant to the Retention Order, Jenner is entitled to compensation for reasonable, 

 6

In a chapter 11 case, a committee appointed under section 1102 of the Bankruptcy Code ordinarily would 

seek authority to employ counsel pursuant to section 327. Because PROMESA does not incorporate section 

327 of the Bankruptcy Code, the Retiree Committee moved for approval of its Retention Application 

pursuant to sections 105(a) and 1103(a). See PROMESA § 301(a) (omitting Bankruptcy Code sections 327 

and 328 from incorporation into PROMESA).

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6

actual, and necessary professional services rendered and reimbursement of expenses incurred in 

connection with the Title III Cases.

17. On October 6, 2017 the Court entered an Order appointing Brady Williamson as 

the fee examiner (the “Fee Examiner”) in these Title III Cases. [Dkt. No. 1416.]

18. On December 15, 2017, Jenner filed its First Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From June 16, 

2017 Through September 30, 2017 (the “First Interim Application”) [Dkt. No. 2050], seeking 

$2,051,975.37 in compensation and $60,916.21 in expenses. On March 7, 2018, the Court entered 

an Order approving the First Interim Application (the “First Interim Order”) [Dkt. No. 2685] in 

the amount of $2,030,996.12 in compensation and $60,485.71 in expenses, reflecting certain 

reductions recommended by the Fee Examiner and agreed to by Jenner. Payment of $183,737.90 

approved in the First Interim Order is due, but has not been made by AAFAF

19. Jenner has received 90% of the fees requested and 100% of the expense 

reimbursement requested in its October 2017, November 2017, and December 2017 monthly 

statements, for a total of $1,376,386.24 in compensation and $46,386.99 in expenses. Payment is 

due for 90% of the fees requested and 100% of the expense reimbursement requested in Jenner’s 

January 2018 statement, but payment has not been made by AAFAF. 

20. Jenner’s fees are based upon hours charged, recorded in tenth of an hour 

increments, at Jenner’s ordinary and customary hourly rates in effect as of January 1 of the calendar 

year in which the services are rendered, plus reimbursement of actual, necessary, out-of-pocket 

expenses and other charges incurred by Jenner on behalf of the Retiree Committee. Jenner adjusts 

its rates annually at the start of each calendar year. The rates set forth herein include Jenner’s 2017 

rates (for time recorded between October 1, 2017 and December 31, 2017) and Jenner’s 2018 rates 

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7

(for time recorded between January 1, 2018 and January 31, 2018). These rates are consistent with 

the rates charged to other clients, including outside of bankruptcy. Jenner has shared its 2018 rates 

with the Retiree Committee, and the Retiree Committee has approved these rates. For this matter, 

Jenner agreed to discount its fee rates, but not out-of-pocket expenses and internal charges, to 15% 

off of its rates in effect at the time the services are rendered. 

21. The cover sheet to this Application contains a schedule setting forth all Jenner 

professionals and paraprofessionals who have performed services in the Title III Cases during the 

Interim Period, the capacity in which each individual is employed by Jenner, the hourly billing 

rates charged for services performed by such individual, the aggregate number of hours expended 

in this case and fees billed therefore, and, for attorneys, the year in which each professional was 

first licensed to practice law. 

22. By this Application, Jenner seeks allowance of compensation in the amount of 

$2,054,446.59 and reimbursement of expenses in the amount of $100,461.26. As of the date of 

this Application, Jenner has received of $1,376,386.24 in compensation for services performed 

and $46,386.99 in reimbursement for expenses incurred during the Interim Period. 

23. This is Jenner’s second request for interim compensation in these Title III Cases. 

As set forth in the Gordon Certification, all of the services for which interim compensation is 

sought herein were rendered for and on behalf of the Retiree Committee in connection with these 

Title III Cases. To the best of Jenner’s knowledge and as disclosed in the Declaration of Robert 

D. Gordon in Support of Application of the Official Committee of Retired Employees of the 

Commonwealth of Puerto Rico for Order Approving the Employment of Jenner and Block LLP

[Dkt. No. 670-2], the First Supplemental Declaration of Robert Gordon in Support of Application 

for Order Approving the Employment of Jenner & Block LLP [Dkt. No. 1766], and the Verified 

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Certification of Robert Gordon in Support of the First Interim Application of Jenner & Block LLP 

for Allowance of Compensation and Reimbursement of Expenses [Dkt. 2050-1] (together, the 

“Gordon Declarations”), Jenner is a “disinterested person” as defined in section 101(14) of the 

Bankruptcy Code, and except as otherwise specified in the Gordon Declarations, Jenner’s partners, 

associates, and special attorneys do not hold or represent any interest adverse to the Retiree 

Committee.

24. Jenner might have in the past represented, might currently represent, and likely in 

the future will represent parties in interest in these cases in connection with matters unrelated to 

the Retiree Committee or the Title III Cases. In the Gordon Declarations, Jenner disclosed its 

connections to parties in interest in the Title III Cases that it has been able to ascertain using 

reasonable efforts. Jenner will update such disclosures, as appropriate, if Jenner becomes aware 

of relevant and material new information.

25. Jenner performed the services for which it is seeking compensation on behalf of the 

Retiree Committee and not on behalf of any other committee, creditor, or other entity.

26. Jenner has not received payment or promise of payment from any source other than 

the Commonwealth for its services rendered and expenses incurred on behalf of the Retiree 

Committee or to be provided in any capacity whatsoever in connection with the Title III Cases. 

27. Jenner does not share fees with any attorneys except to the extent permitted by 

section 504 of the Bankruptcy Code. 

Fees and Expenses Incurred During Interim Period

A. Customary Billing Disclosures

28. Jenner’s hourly rates are set at a level designed to compensate Jenner fairly for the 

work of its attorneys and paraprofessionals and to cover fixed and routine expenses. The hourly 

rates and corresponding rate structure utilized by Jenner in the Title III Cases are equivalent to the 

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9

hourly rates and corresponding rate structure used by Jenner for similar complex corporate, 

securities, litigation, and restructuring matters, whether in court or otherwise, regardless of 

whether a fee application is required. The rates and rate structure reflect that such complex matters 

typically are national in scope and typically involve great complexity, high stakes, and intense 

time pressures. 

29. Exhibit D to this Application is a summary of blended hourly rates for timekeepers 

who billed to non-bankruptcy matters and blended hourly rates for timekeepers for which Jenner 

is seeking hourly compensation in this Application, as required by the UST Guidelines.

B. Fees Incurred During Interim Period

30. In the ordinary course of Jenner’s practice, Jenner maintains records of the time 

spent on the professional services provided to the Retiree Committee. Exhibit E to this 

Application is a summary of fees incurred and hours worked during the Interim Period for which 

compensation is sought on an hourly basis in this Application, setting forth the following 

information:

• the name of each attorney and paraprofessional for whose work compensation is 

sought;

• each attorney’s year of bar admission and area of practice concentration;

• the aggregate time worked and fees billed by each attorney and each paraprofessional 

during the Interim Period;

• the hourly billing rates for each such attorney and paraprofessional at Jenner’s 

applicable billing rates; and

• a calculation of total compensation requested using the rates disclosed in the Jenner 

Application.

C. Expenses Incurred During Interim Period

31. In the ordinary course of Jenner’s practice, Jenner maintains a record of expenses 

incurred in rendering professional services to the Retiree Committee and for which reimbursement 

is sought. Exhibit F to this Application is a summary of the total amount of expenses for which 

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10

Jenner seeks reimbursement with respect to each category of expenses for the Interim Period. The 

out-of-pocket disbursement sum is broken down into categories of charges.

Summary of Legal Services Provided During the Interim Period

32. During the Interim Period, Jenner provided important professional services to the 

Retiree Committee in connection with the Title III Cases. A summary of the services Jenner 

provided to the Retiree Committee during the Interim Period is set forth in paragraphs 35 through 

58 below.

33. Jenner has established, in accordance with its internal billing procedures, subject 

matter categories (each, a “Matter Category”) for keeping time records of the work performed 

for the Retiree Committee. A schedule setting forth a description of each Matter Category utilized 

in this case, the number of hours worked by Jenner attorneys and paraprofessionals for each Matter 

Category, and the aggregate fees associated with each Matter Category is attached as Exhibit G. 

In addition, subject to redaction for attorney-client privilege, work product, and confidentiality 

where necessary to protect the Retiree Committee, Jenner’s records of time worked providing 

professional services to the Retiree Committee are attached hereto as Exhibit H, and Jenner’s 

records of expenses incurred in the rendition of professional services to the Retiree Committee 

during the Interim Period are attached as Exhibit I. 

34. The following is a summary, by Matter Category, of the professional services 

provided by Jenner during the Interim Period. This summary is organized in accordance with 

Jenner’s internal system of matter numbers.

Adversary Proceeding – ACP Master Ltd. v. Commonwealth

Total Hours: 87.40 Fees: $72,306.00

35. Jenner’s recorded time entries in this category reflect (a) preparing a reply brief in 

support of motion to dismiss and supporting papers in the ACP Master Ltd. adversary proceeding 

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(Adv. Proc. No. 17-189); (b) delivering oral argument at the December 5, 2017 hearing on the 

motion to dismiss the adversary proceeding and preparing for same; (c) researching and analyzing 

the legal issues presented in the adversary proceeding; and (d) reviewing and analyzing pleadings 

and court decisions in the adversary proceeding relevant to Retiree Committee constituents. 

Adversary Proceeding – ERS v. Altair Global Credit Opportunities Fund 

Total Hours: 225.70 Fees: $201,770.50

36. Jenner’s recorded time entries in this category reflect (a) preparing a motion to 

intervene, summary judgment pleadings, and various supporting papers in the ERS v. Altair

declaratory judgment adversary proceeding (Adv. Proc. No. 17-213); (b) attending and delivering 

oral argument at the December 13, 2017 hearing on the parties’ cross-motions for summary 

judgment and preparing for same; (c) researching and analyzing the legal issues presented in the 

adversary proceeding; and (d) reviewing and analyzing pleadings and court decisions in the 

adversary proceeding relevant to Retiree Committee constituents.

Adversary Proceeding – Altair Global Credit Opportunities Fund v. ERS 

Total Hours: 143.10 Fees: $113,050.50

37. Jenner’s recorded time entries in this category reflect (a) preparing a joinder in 

support of a motion to dismiss the adversary proceeding and supporting papers in the Altair v. ERS

adversary proceedings (Adv. Proc. Nos. 17-219, 17-220); (b) researching and analyzing the legal 

issues presented in the adversary proceedings; and (c) reviewing and analyzing pleadings and court 

decisions in the adversary proceedings relevant to Retiree Committee constituents.

Adversary Proceeding – UTIER v. Commonwealth

Total Hours: 14.60 Fees: $11,037.00

38. Jenner’s recorded time entries in this category reflect (a) preparing a motion to 

intervene in the UTIER v. Commonwealth appointments clause adversary proceeding (Adv. Proc. 

No. 17-228); (b) researching and analyzing the legal issues presented in the UTIER adversary 

proceedings (Adv. Proc. Nos. 17-228, 17-229); (c) delivering oral argument on motion to dismiss 

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the Title III cases at the January 10, 2018 hearing and preparing for same; and (d) reviewing and 

analyzing pleadings and court decisions in the adversary proceedings relevant to Retiree 

Committee constituents.

Adversary Proceeding – Unsecured Creditors Committee v. Whyte

Total Hours: 101.40 Fees: $99,124.50

39. Jenner’s recorded time entries in this category reflect (a) preparing a joinder 

regarding the scope of the UCC v. Whyte adversary proceeding (Adv. Proc. No. 17-257); 

(b) preparing for and attending the January 10, 2018 court hearing concerning scope of the 

adversary proceeding; (c) preparing summary judgment briefing; (d) communicating with counsel 

to other parties in interest regarding discovery, preparation of an expert report, and other 

developments in the adversary proceeding; (e) communicating with the Retiree Committee’s 

financial advisors regarding preparation of an expert report and financial analysis relevant to the 

adversary proceeding; (f) consulting with the Commonwealth Agent regarding strategy in the 

adversary proceeding; (g) researching and analyzing the legal issues presented in the adversary 

proceeding; and (h) reviewing and analyzing pleadings and court decisions in the adversary 

proceeding relevant to Retiree Committee constituents.

Adversary Proceeding – Peaje v. HTA

Total Hours: 11.90 Fees: $9,153.00

40. Jenner’s recorded time entries in this category reflect (a) preparing draft pleadings 

in the Peaje v. HTA adversary proceedings (Adv. Proc. Nos. 17-151, 17-152); and (b) reviewing 

and analyzing pleadings and court decisions in the adversary proceedings relevant to Retiree 

Committee constituents. 

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Adversary Proceeding – Assured Guaranty Corp. v. Commonwealth and Ambac v. 

Commonwealth

Total Hours: 6.50 Fees: $5,929.00

41. Jenner’s recorded time entries in this category reflect reviewing and analyzing 

pleadings and court decisions in the Assured and Ambac v. Commonwealth adversary proceedings 

(Adv. Proc. Nos. 17-155, 17-156, 17-159) relevant to Retiree Committee constituents.

Case Administration/Miscellaneous

Total Hours: 669.50 Fees: $405,010.50

42. Jenner’s recorded time entries in this category reflect (a) communicating with 

Retiree Committee members about developments in the Title III Cases; (b) reviewing and 

preparing pleadings and court submissions not attributable to another Matter Category; 

(c) conferring with counsel to other parties in interest and other constituents regarding 

developments in the Title III Cases; (d) reviewing case developments and litigation activity 

generally; (e) meeting internally; (f) time entries not attributable to another Matter Category; 

(g) communicating with the FOMB, AAFAF, the UCC, and other parties-in-interest in the Title 

III Cases regarding general matters; and (h) case and project management. Jenner conducts a 

weekly call among Jenner professionals and a weekly call among Jenner and the Retiree 

Committee’s other retained professionals to discuss the case status, delegate work, and collaborate 

on strategy. These calls are designed to promote efficiency, coordinate the work plan, and 

eliminate duplication of effort among the Retiree Committee’s retained professionals. 

Challenges to PROMESA

Total Hours: 352.50 Fees: $311,030.00

43. Jenner’s recorded time entries in this category reflect (a) reviewing and analyzing 

pleadings and other submissions challenging the constitutionality and implementation of 

PROMESA; (b) preparing memoranda concerning PROMESA’s constitutionality and the 

propriety of its implementation; (c) preparing a brief opposing motions to dismiss the Title III 

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Cases; and (d) delivering oral argument on motions to dismiss the Title III cases at the January 10, 

2018 hearing and preparing for same. 

Claims Issues 

Total Hours: 2.90 Fees: $3,070.00

44. Jenner’s recorded time entries in this category reflect time spent (a) reviewing and 

providing comments on the bar date motion, proposed order, and notices filed by the FOMB; 

(b) working with the FOMB to ensure all bar date materials clearly communicated that Retirees 

do not need to file proofs of claim for accrued pension or other post-employment benefits; and 

(c) working with the FOMB regarding its efforts to provide appropriate notice of the bar date to 

Retirees.

Committee Governance and Meetings

Total Hours: 110.20 Fees: $106,483.00

45. Jenner’s recorded time entries in this category reflect (a) counseling and assisting 

the Retiree Committee in the proper performance of its duties; (b) conducting and participating in 

all meetings of the Retiree Committee; (c) assisting the Retiree Committee in preparing agendas 

and minutes for those meetings; and (d) drafting written summaries of developments in the Title 

III Cases and the Retiree Committee professionals’ work. For each committee meeting, the Jenner 

and Bennazar attorneys attending the meeting divide up responsibility for presenting to the Retiree 

Committee the various agenda items and updates. Jenner conducted telephonic meetings with the 

Retiree Committee on a regular basis. 

Communications with Retirees 

Total Hours: 48.10 Fees: $43,283.00

46. Jenner’s recorded time entries in this category reflect (a) coordinating with the 

Retiree Committee’s Information Agent and other professionals to develop and launch a Retiree 

Committee website; (b) working with the Retiree Committee’s Information Agent to develop and 

review content for the Retiree Committee website; (c) developing frequently asked questions and 

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answers as well as other materials to provide information about the Title III Cases to Retirees 

through the Retiree Committee website, social media, and other digital properties; and 

(d) communicating with Retirees regarding the Title III Cases. 

Court Hearings

Total Hours: 59.70 Fees: $54,654.00

47. Jenner’s recorded time entries in this category reflect (a) attending and representing 

the Retiree Committee at Court hearings; (b) preparing for Court hearings; and (c) reviewing 

pleadings and other submissions considered at or relevant to Court hearings. 

Economic and Disaster Recovery Analysis

Total Hours: 23.90 Fees: $22,562.50

48. Jenner’s recorded time entries in this category reflect (a) reviewing and analyzing 

congressional proposals for economic recovery and disaster relief; (b) reviewing and analyzing 

expert economic analysis of Commonwealth recovery prospects; (c) reviewing and analyzing 

Commonwealth recovery initiatives; and (d) communicating with the Retiree Committee’s 

financial advisors and actuaries regarding federal and Commonwealth economic recovery 

initiatives.

Employment of Professionals/Fee Applications (Jenner Professionals)

Total Hours: 177.90 Fees: $131,038.50

49. Jenner’s recorded time entries in this category reflect (a) preparing Jenner’s First 

Interim Application and monthly fee statements; (b) reviewing Jenner’s invoices to protect 

confidentiality and mediation privilege; (c) engaging in motion practice to compel AAFAF to 

comply with the Court’s Interim Compensation Order; and (d) communicating with the U.S. 

Trustee’s office and the Fee Examiner and his team concerning appropriate compensation 

procedures. 

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Employment of Professionals/Fee Applications (Non-Jenner Professionals)

Total Hours: 61.50 Fees: $44,899.50

50. Jenner’s recorded time entries in this category reflect (a) assisting the Retiree 

Committee’s financial advisors, actuaries, Information Agent, and Retiree Committee members 

with their first interim compensation and expense applications and preparing their monthly 

statements, and (b) communicating with the U.S. Trustee’s office and the Fee Examiner and his 

team concerning appropriate compensation procedures for the Retiree Committee’s financial 

advisors, actuaries, Information Agent, and members. 

ERS Bond Issues

Total Hours: 52.30 Fees: $50,146.00

51. Jenner’s recorded time entries in this category reflect (a) reviewing and analyzing 

the priority, secured status, and entitlement to adequate protection of ERS bond debt; (b) preparing 

a joinder in opposition to ERS bondholders’ motion for continued protection payments; and 

(c) preparing research memoranda regarding ERS bondholder claims. 

Fiscal Plan/Plan of Adjustment

Total Hours: 45.10 Fees: $45,860.50

52. Jenner’s recorded time entries in this category reflect (a) reviewing and analyzing 

the certified Fiscal Plan and related documents; (b) communicating with the Retiree Committee 

and the Retiree Committee’s advisors and actuaries regarding the certified Fiscal Plan; 

(c) reviewing the FEMA presentation on disaster relief and implication for the Fiscal Plan; 

(d) reviewing and analyzing the revised Fiscal Plan released on January 24, 2018; 

(e) communicating with the Retiree Committee and the Retiree Committee’s advisors and 

actuaries regarding the revised Fiscal Plan and attending Commonwealth listening sessions 

regarding the revised Fiscal Plan; (f) reviewing analyses regarding the revised Fiscal Plan prepared 

by the Retiree Committee’s advisors and actuaries; (g) conducting legal and factual research 

concerning potential challenges to the revised Fiscal Plan; and (h) conducting legal and factual 

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research concerning potential plan of adjustment issues relevant to the Retiree Committee’s 

constituents. 

GO Bonds Issues

Total Hours: 84.50 Fees: $61,680.50

53. Jenner’s recorded time entries in this category reflect (a) reviewing and analyzing 

general obligation (“GO”) bond documents; (b) reviewing and analyzing competing bondholder 

claims and court submissions; (c) conducting legal research regarding priority and clawback 

disputes; and (d) communicating with the Retiree Committee and the Retirees Committee’s 

advisors and actuaries regarding GO bondholders’ claims. 

GO-COFINA Issues

Total Hours: 46.40 Fees: $44,030.00

54. Jenner’s recorded time entries in this category reflect (a) reviewing and analyzing 

COFINA bonds; (b) reviewing and analyzing comparable bond offerings; (c) reviewing and 

analyzing competing bondholder claims and court submissions; (d) reviewing and analyzing Court 

orders regarding same; and (e) communicating with the Retiree Committee and the Retirees 

Committee’s advisors and actuaries regarding bondholders’ claims.

Mediation

Total Hours: 369.70 Fees: $349,974.50

55. Jenner’s recorded time entries in this category reflect time spent representing the 

Retiree Committee in all aspects of the confidential mediation process. Due to the confidential 

nature of the mediation the time entries have been redacted. Jenner provided unredacted copies of 

its time to the Fee Examiner subject to the confidentiality protections set forth in paragraph 9 of 

the Fee Examiner Order.

Pension Analysis

Total Hours: 127.50 Fees: $121,961.00

56. Jenner’s recorded time entries in this category reflect (a) reviewing and analyzing 

retiree pension plans and proposed modifications to the Retiree Committee’s constituents’ accrued 

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benefits; (b) communicating with other parties in interest, including the FOMB and AAFAF, 

regarding pension treatment; (c) reviewing and analyzing pension analysis prepared by the Retiree 

Committee’s financial advisors and actuaries and third parties; and (d) communicating with 

Retiree Committee’s financial advisors and actuaries regarding pension treatment. 

Rule 2004 Investigation

Total Hours: 50.50 Fees: $42,999.50

57. Jenner’s recorded time entries in this category reflect (a) reviewing, analyzing, and 

preparing court documents concerning Rule 2004 discovery relating to bond offerings by Puerto 

Rico and its instrumentalities; (b) communicating with counsel to the FOMB, the AAFAF, and the 

UCC regarding Rule 2004 discovery; (c) communicating with the FOMB’s special investigator 

regarding access to discovery; (d) the attending December 14, 2017 Rule 2004 hearing and 

preparing for that hearing; (e) reviewing and analyzing documents and subpoenas issued by the 

special investigator; and (f) coordinating preparation of witness interviews with the special 

investigator. 

Non-Working Travel Time 

Total Hours: 107.40 Fees: $112,102.50

58. This time entry reflects non-working travel time, including travel for court 

appearances, committee meetings, and mediation sessions. Pursuant to Local Rule 2016-1(a), 

Jenner is seeking compensation at one-half of its normal rate for time spent traveling in connection 

with its representation of the Retiree Committee.

Actual and Necessary Expenses Incurred by Jenner During the Interim Period

59. As summarized in Exhibit F and as set forth in detail in Exhibit I, Jenner has 

incurred a total of $100,461.26 in expenses on behalf of the Retiree Committee during the Interim 

Period. Jenner’s expenses include a payment of $40,560.00 to The Marketing Center, a Puerto 

Rico-based research firm that has been retained to provide analysis regarding the Retirees’ 

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pensions and the Retirees generally. The expenses identified in Exhibit F are intended to reimburse 

Jenner’s direct costs that are not included in Jenner’s hourly billing rates. Only clients who 

actually use services of the types set forth in Exhibit F of this Fee Application are separately 

charged for such services.

Jenner’s Requested Compensation and Reimbursement Should be Allowed

60. The services for which Jenner seeks compensation in this Application were, at the 

time provided, necessary for and beneficial to the Retiree Committee. Jenner performed these 

services economically, effectively, and efficiently. Jenner submits that the compensation 

requested is reasonable in light of the nature, extent, and value of such services to the Retiree 

Committee. Accordingly, Jenner submits that the compensation sought in this Application is 

warranted and should be approved.

A. Compensation Under Sections 316 and 317 of PROMESA.

61. Section 317 of PROMESA authorizes interim compensation of professionals and 

incorporates the substantive standards of section 316 of PROMESA to govern the Court’s award 

of interim compensation. Section 316 of PROMESA provides that a court may award a 

professional employed under section 1103 of the Bankruptcy Code “reasonable compensation for 

actual, necessary services rendered,” and “reimbursement for actual, necessary expenses.” 48 

U.S.C. § 2176(a)(1), (2). Section 316(c) sets forth the criteria for such an award:

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—

(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 

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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 subchapter 

or Title 11.

48 U.S.C. § 2176(c). 

62. As analyzed below, Jenner submits the elements governing awards of 

compensation under PROMESA justify the allowance requested.

1. The Time and Labor Required

63. During the Interim Period, Jenner’s partners, associates, and paraprofessionals 

spent 2,980.20 hours providing professional services to the Retiree Committee for which Jenner 

seeks compensation on an hourly basis. Jenner coordinated its efforts with co-counsel to prevent 

duplication of efforts and thereby not spend more time than required. Jenner required this amount 

of time to conduct its investigations, research and analyze numerous, complex, novel issues arising 

from the Title III Cases, advise the Retiree Committee with respect to these issues, participate in 

resolution of these issues, and the other tasks described herein.

2. The Rates Charged for Such Services

64. During the Interim Period, Jenner’s hourly billing rates ranged from $635.00 to 

$1,300.00 per hour for partners, from $405.00 to $845.00 for associates, from $295.00 to $370.00 

for paraprofessionals, and from $200.00 to $220.00 for project assistants. Based on the recorded 

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hours expended by Jenner’s attorneys and paraprofessionals, the average hourly billing rate was 

$926.61 for Jenner attorneys and $826.51 for all Jenner timekeepers prior to application of the 

15% discount for fees in these Title III Cases.

65. Jenner’s hourly rates are set at a level designed to compensate Jenner fairly for the 

work of its attorneys and paraprofessionals and to cover certain fixed and routine overhead 

expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These 

hourly rates are subject to periodic adjustments to reflect economic and other conditions and are 

consistent with the rates charged elsewhere. 

66. The hourly rates and corresponding rate structure that Jenner charges in these cases 

are equivalent to or less than the hourly rates and corresponding rate structure that Jenner charges 

for similar complex corporate, securities, litigation, and restructuring matters, whether in court or 

otherwise, regardless of whether a fee application is required.

3. The Necessity of the Services and the Benefit to the Estate’s Retirees

67. As described herein, the services rendered by Jenner were necessary for the 

efficient and economical resolution of the Retiree Committee’s interests in the Title III Cases. All 

of those services directly benefitted the Retiree Committee and the Retirees.

68. The Retiree Committee has reviewed the Application and has approved the 

compensation and reimbursement of expenses requested herein. 

4. The Reasonableness of the Time Spent, Based on the Complexity, 

Importance, and Nature of the Issues

69. Jenner’s work involved the representation of the Title III Cases’ largest creditor 

constituency—Puerto Rico’s 167,000 retired teachers, police officers, firefighters, judges, 

municipal clerks, engineers, and other government workers of all categories. Jenner’s professional 

services during the Interim Period were necessary to ensure that the interests of the Retirees were 

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properly represented and safeguarded and that all matters relevant to the Retiree Committee were 

handled in an appropriate manner. The Title III Cases present complex and vital issues of first 

impression. In light of the foregoing, Jenner submits that the compensation requested is 

reasonable. 

5. The Experience, Reputation, and Ability of the Attorneys Providing Services

70. As set forth in the Retention Application, the Retiree Committee selected Jenner as 

its counsel because its attorneys have extensive experience, knowledge, and resources in the areas 

of complex restructuring and bankruptcy, municipal finance, employee benefits and litigation, and 

Jenner has the ability to commit substantial resources to the representation of the Retiree 

Committee. The attorneys representing the Retiree Committee have particular expertise in the 

areas of municipal bankruptcies and retiree committee representation. Jenner attorneys have 

achieved a high degree of expertise and positive reputations in their respective fields. Jenner’s 

Restructuring and Litigation departments frequently receive recognition for their skill and 

achievements, and Jenner is frequently cited as one of the leading U.S. law firms in these fields.

6. Customary Compensation

71. The work for which Jenner seeks compensation in this Application is of the type 

and nature for which Jenner customarily would seek compensation at the rates identified in this 

Application. In addition, the compensation Jenner seeks in this Application is comparable to the 

compensation it would have sought for comparable work outside of the Title III Cases. 

72. Jenner submits that the compensation requested is reasonable under all the factors 

considered under sections 316 and 317 of PROMESA and that the factors justify allowing in full 

Jenner’s compensation and reimbursement request.

73. In view of the foregoing, Jenner respectfully requests that it be allowed interim 

compensation in the amount of $2,054,446.59 for services rendered during the Interim Period.

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B. Reasonable and Necessary Expenses Incurred in Providing Services to the Retiree 

Committee.

74. For the Interim Period, Jenner requests reimbursement of $100,461.26 for 

reasonable and necessary costs and expenses incurred on behalf of the Retiree Committee. 

75. Jenner’s normal billing rates do not take these costs and expenses into 

consideration. Rather, Jenner bills each cost and expense to the applicable client. Because of the 

disparity between different clients’ requirements for expenses such as travel, computer-assisted 

research, teleconference services, postage, courier and messenger services, and photocopying, it is 

difficult to charge costs and expenses fairly and equitably by including them in Jenner’s ordinary 

billing rates. Accordingly, Jenner generally charges each client for such costs and expenses 

separately, in each case, at Jenner’s costs. 

76. Jenner does not include the amortization of the cost of any investment, equipment, 

or capital outlay in its charges for these services. 

77. Jenner represents that its rate for duplication for black-and-white copies is $0.11 

per page and for color copies the rate is $0.25 per page. In accordance with the Fee Examiner’s 

guidance, Jenner is seeking reimbursement for black-and-white copies at the rate of $0.10 per 

page. Jenner does not charge for telecopier transmissions.

78. Any services billed by a third-party vendor, with the exception of certain computerassisted research charges, are charged to the Retiree Committee in the amount billed to and paid 

by Jenner. Like many large law firms, Jenner has negotiated a special arrangement with 

computerized research companies under which Jenner pays a flat rate monthly fee for 

computerized research services. Consistent with its general policy of billing out-of-pocket 

expenses only to clients for which the use of such services is required, Jenner separately charges 

each client for computer-assisted research. To account for such charges while passing through 

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Jenner’s cost savings resulting from its special arrangements, Jenner charges those clients for 

which such services are required at a reduced rate that is less than the rate charged by the 

computerized research companies to the general public for such services. These charges are 

intended to cover Jenner’s direct costs for computerized research.

79. Pursuant to Local Rule 2016-1(b)(7), Jenner seeks reimbursement for air travel 

limited to the amount spent on coach fare. 

80. Jenner has made reasonable efforts to minimize its costs and expenses in connection 

with its representation of the Retiree Committee. Prior to the submission of this Application, 

Jenner voluntarily reduced its request for reimbursement of expenses by $1,180.59 in order to 

comply with the Fee Examiner Memorandum. Each of the costs and expenses Jenner has incurred 

in providing professional services to the Retiree Committee was necessary, reasonable, and 

justified under the circumstances to serve the needs of the Retiree Committee.

Statement by Jenner Under Paragraph C(5) of the UST Guidelines

81. This engagement involves variations from Jenner’s standard and customary billing 

rates. Jenner has agreed to discount its fee rates, but not out-of-pocket expenses and internal 

charges, by 15% off of its rates in effect at the time the services are rendered. 

82. None of the professionals included in this Application varied their hourly rate based 

on the geographic location of their cases.

83. The Application does not include time or fees related to reviewing or revising time 

records or preparing, reviewing, or revising invoices. 

84. The Application does not include time or fees for reviewing time records to redact 

any privileged or other confidential information. 

85. The hourly rates specified in the Retention Application were effective January 1, 

2017, and increased on January 1, 2018. Jenner’s engagement letter with the Retiree Committee 

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provides that Jenner periodically adjusts its scheduled hourly rates, generally at the beginning of a 

calendar year.

86. Consistent with the UST Guidelines and the Fee Examiner Memorandum, Jenner 

began submitting budgets to the Fee Examiner for the period beginning January 2018. Jenner’s 

January 2018 budget estimated fees for the month at $860,710.00. Jenner is requesting 

compensation of $525,128.54 for January 2018—$335,581.46 less than the amount budgeted.

Reservation of Rights and Notice

87. It is possible that some professional time expended or expenses incurred during the 

Interim Period are not reflected in the Application. Jenner reserves the right to include such 

amounts in future fee applications. 

88. Pursuant to the Interim Compensation Order, the Retiree Committee has provided 

notice of this Application to: (a) the U.S. Trustee; (b) counsel to the FOMB; (c) counsel to 

AAFAF; (d) counsel to the UCC; (e) the Fee Examiner; and (f) all parties that have filed a notice 

of appearance with the Clerk of this Court, pursuant to Bankruptcy Rule 2002 and applicable 

provisions of the Local Rules, and requested such notice.

No Prior Request

89. No prior application for the relief requested by this Application has been made to 

this or any other court. 

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WHEREFORE, Jenner respectfully requests that the Court enter an order: (a) awarding 

Jenner compensation for professional and paraprofessional services provided during the Interim 

Period in the amount of $2,054,446.59; (b) reimbursement of actual, reasonable, and necessary 

expenses incurred in the Interim Period in the amount of $100,461.26; (c) granting such other relief 

as is appropriate under the circumstances. 

Dated: March 19, 2018 Respectfully submitted,

/s/ Robert Gordon 

Robert Gordon (admitted pro hac vice)

Richard Levin (admitted pro hac vice)

919 Third Ave

New York, NY 10022-3908

rgordon@jenner.com

rlevin@jenner.com

212-891-1600 (telephone)

212-891-1699 (facsimile) 

Catherine Steege (admitted pro hac vice)

Melissa Root (admitted pro hac vice)

353 N. Clark Street

Chicago, IL 60654

csteege@jenner.com

mroot@jenner.com

312-222-9350 (telephone)

312-239-5199 (facsimile)

Counsel for The Official Committee of Retired 

Employees of Puerto Rico

Case:17-03283-LTS Doc#:2741 Filed:03/19/18 Entered:03/19/18 18:57:52 Desc: Main

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