UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re 

) 

) 

PROMESA 

Title III 

) 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

) 

) 

) 

) 

No. 17 BK 3283-LTS 

(Jointly Administered) 

As a representative of ) 

) 

Re: ECF No. 1416 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

Hearing date: July 25, 2018 at 9:30 a.m. 

(Atlantic Standard Time) 

) 

FEE EXAMINER’S SUPPLEMENTAL REPORT, STATUS REPORT, AND 

INFORMATIVE MOTION ON UNCONTESTED FEE APPPLICATIONS FOR THE 

FIRST(MAY 3-SEPTEMBER 30, 2017) AND SECOND (OCTOBER 1, 2017-

JANUARY 31, 2018) INTERIM COMPENSATION PERIODS—ALL 

RECOMMENDED FOR COURT APPROVAL AT OR BEFORE THE 

OMNIBUS HEARING ON JULY 25, 2018 AT 9:30 A.M. (AST) 

TO: HON. LAURA TAYLOR SWAIN, 

UNITED STATES DISTRICT JUDGE 

SUPPLEMENTAL REPORT 

On May 30, 2018, the Fee Examiner filed the Fee Examiner’s Second Report on 

Professional Fees and Expenses: I. Summary of Uncontested Fee Applications for the Second 

Interim Compensation Period (October 1, 2017-January 31, 2018); and II. Notice of Deferral of 

 

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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17 Second Interim Fee Applications and Five First Interim Period Applications for 

Consideration at the July 25, 2018 Omnibus Hearing or a Later Date [Dkt. No. 3193] (the 

“Second Interim Fee Period Report”). The report recommended the approval of 26 interim fee 

applications for the First (May 3-September 30, 2017) and Second (October 1, 2017-January 31, 

2018) Interim Fee Periods and notified the Court, the parties and the public of the deferral of a 

group of First and Second Interim Fee Period applications for consideration at the July 25, 2018 

omnibus hearing or a later date (the “Deferred First and Second Interim Fee Applications”). 

On June 6, 2018, the Court held a hearing on the report, and on June 8, 2018 the Court 

entered the Omnibus Order Awarding Interim Allowance of Compensation for Professional 

Services Rendered and Reimbursement of Expenses for the Second Interim Compensation Period 

From October 1, 2017 Through January 31, 2018 [Dkt. No. 3279] (the “Second Interim 

Compensation Order”). This supplement (the “Supplemental Report”) recommends for 

approval, on an uncontested basis, nine of the Deferred First and Second Interim Fee 

Applications as set forth in detail on the attached Exhibit A. The remaining Deferred First and 

Second Interim Fee Applications listed on the attached Exhibit B will, with the continued 

consent of the applicants and with the Court’s permission, be deferred for consideration to the 

September 12, 2018 omnibus hearing or a later date.

The fee review process and findings outlined in the Fee Examiner’s previous reports 

apply with equal force to the Deferred First and Second Interim Fee Applications now 

recommended for Court approval, as adjusted. These include:

1. First Interim Fee Application of Proskauer Rose, LLP for Compensation for 

Services Rendered and Reimbursement of Expenses Incurred as Attorneys for the 

Financial Oversight and Management Board for Puerto Rico, as Representative 

of the Debtor, the Commonwealth of Puerto Rico, for the Period May 3, 2017 

Through September 30, 2017 [Dkt. No. 2068]. 

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2. 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 [Dkt. No. 2043-1]. 

3. First Interim Fee Application of Proskauer Rose, LLP for Compensation for 

Services Rendered and Reimbursement of Expenses Incurred as Attorneys for the 

Financial Oversight and Management Board for Puerto Rico, as Representative 

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

Rico, for the Period May 21, 2017 Through September 30, 2017 [Dkt. 

No. 2045-1]. 

4. First Interim Fee Application of Proskauer Rose, LLP for Compensation for 

Services Rendered and Reimbursement of Expenses Incurred as Attorneys for the 

Financial Oversight and Management Board for Puerto Rico, as Representative 

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

Through September 30, 2017 [Dkt. No. 2053]. 

5. First Interim Fee Application of Proskauer Rose, LLP for Compensation for 

Services Rendered and Reimbursement of Expenses Incurred as Attorneys for the 

Financial Oversight and Management Board for Puerto Rico, as Representative 

of the Debtor, The Puerto Rico Highways & Transportation Authority, for the 

Period May 21, 2017 Through September 30, 2017 [Dkt. No. 2066]. 

Proskauer serves as counsel to the Financial Oversight and Management Board for Puerto 

Rico (the “Board”), as representative of each of the five Debtors in these Title III cases, 

providing services at a capped hourly rate of $730.00 for attorneys. To reach his 

recommendation, the Fee Examiner and counsel reviewed Proskauer’s engagement agreements 

with the Board, all five fee applications and the supporting fee and expense data in detail. This 

review identified significant issues, including: 

• Concerns about potential overlap between the work of counsel for the Board and 

counsel for AAFAF;

• Fees charged for tasks or timekeepers more appropriately characterized as 

administrative;

• Transitory timekeepers whose minimal work on the cases was not regarded as 

contributing a significant benefit to the estates;

• Excessive attendees at hearings and depositions;

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• Interoffice travel time and expenses inappropriately billed to the Board; 

• Inconsistently recorded meetings, calls and conferences;

• Duplication of efforts within the firm on routine docket monitoring;

• Travel, in-house catering, research, and other expenses over the caps or not permitted 

under the established standards; and

• Overstaffing, both overall and with respect to dozens of individual adversary 

proceedings.

The Fee Examiner and counsel engaged in extensive good faith discussions with the 

Applicant about these issues providing, in many instances, explanatory or supporting material 

that resolved the Fee Examiner’s concerns. In other instances, Proskauer has agreed to the 

adjustments outlined on the attached Exhibit A in response to those concerns. The Fee 

Examiner now recommends Court approval of all five Proskauer fee applications, as adjusted 

and outlined on Exhibit A.

6. Second Interim Application of O’Neill & Borges LLC for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

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

Representative of Debtors, for the Period of October 1, 2017 Through 

January 31, 2017 [Dkt. No. 2075].

O’Neill & Borges, Puerto Rico counsel for the Board, requested approval of $296,952.30 

in fees and $10,003.46 in expense reimbursements. The Fee Examiner identified 

non-compensable billing activities, transitory timekeepers, inconsistently recorded meetings, 

excessive hearing attendance, several minor billing errors and expenses that exceeded applicable 

caps. O’Neill & Borges either accepted recommended reductions or provided adequate 

explanatory information to address the concerns. The Fee Examiner now recommends Court 

approval of this application, as adjusted and outlined on Exhibit A. 

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7. First Interim Application of DLA Piper for Allowance of Compensation for 

Services Rendered and Reimbursement of Expenses Incurred as Counsel to the 

Puerto Rico Fiscal Agency and Financial Advisory Authority and the Puerto Rico 

Treasury Department for the Period From June 1, 2017 Through January 31, 

2018 [Dkt. No. 2753]. 

DLA Piper requested $1,507,737.15 in fees and $14,969.63 in expense reimbursements 

for services provided during both the First and Second Interim Fee Periods. The Fee Examiner 

reviewed DLA Piper’s engagement agreements with AAFAF, the fee application itself, and the 

supporting fee and expense data in detail, identifying computation errors, inconsistently recorded 

meetings, calls and conferences, transitory timekeepers, and excessive time spent reviewing 

media coverage. DLA Piper either accepted recommended reductions or provided adequate 

explanatory information to address the concerns. The Fee Examiner now recommends Court 

approval of this application, as adjusted and outlined on the attached Exhibit A. 

8. Second Interim Application of Marchand ICS Group for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred as 

Information Agent to the Official Committee of Retired Employees of the 

Commonwealth of Puerto Rico From October 1, 2017 Through January 31, 2018

[Dkt. No. 2736]. 

Marchand ICS Group (“Marchand”) requested approval of $68,402.25 in fees and 

$6,534.29 in expense reimbursements for services provided during the Second Interim Fee 

Period. The Fee Examiner identified very minor guideline issues about which it has advised 

Marchand, and now recommends this fee application for approval as filed and outlined on 

Exhibit A. 

9. Second Interim Application of Segal Consulting for Allowance of Compensation 

for Services Rendered and Reimbursement of Expenses Incurred as Actuaries and 

Consultants to the Official Committee of Retired Employees of the Commonwealth 

of Puerto Rico from October 1, 2017 Through January 31, 2017 [Dkt. No. 2742].

Segal Consulting requested approval of $482,920.00 in fees and $4,405.59 in expense 

reimbursements. The Fee Examiner identified excessive meeting attendance, time improperly 

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recorded in increments of .5 rather than .1 hour, transitory timekeepers, and several expense 

items that exceeded applicable caps. Segal either accepted recommended reductions or provided 

adequate explanatory information to address the concerns. The Fee Examiner now recommends 

Court approval of this application, as adjusted and outlined on Exhibit A. 

STATUS REPORT

The Fee Examiner provides this brief update on specific aspects of the fee review process 

that the Fee Examiner, his counsel, and the Court discussed on the record at the June 6, 2018 

omnibus hearing. 

Alternative Fee Review Protocol for McKinsey & Company, Inc., Washington, D.C. 

The Fee Examiner and counsel met in person with McKinsey representatives in mid-June 

to discuss the development of an appropriate protocol for the Fee Examiner’s review and 

comment on McKinsey’s two pending interim fee applications [Dkt. Nos. 2073 and 2076], as 

well as its subsequent applications. On July 12, 2018, McKinsey sent the Fee Examiner a list of 

action items arising from the meeting that, in addition to other measures and metrics, should 

allow the Fee Examiner access to sufficient materials, personnel and resources to make a 

recommendation to the Court on McKinsey’s compliance with sections 316 and 317 of 

PROMESA. The Fee Examiner expects these measures to address most, if not all, of his 

concerns, and he will present the Court with a status report and proposed protocol prior to the 

September 12, 2018 omnibus hearing date. 

De Minimis Professionals 

Rather than expend estate resources to draft, negotiate, and implement revised procedures 

for the review of professionals billing only modest flat or hourly fees in these cases, the Fee 

Examiner’s counsel will implement an abridged procedure for review and reporting on 

de minimis professionals. This process is designed to identify expense errors and unusual or 

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extraordinary billing practices that are inconsistent with the norms generally accepted for 

Chapter 11 professionals retained pursuant to 11 U.S.C. § 328(a). That provision allows for 

departure from the parties’ agreed fee arrangements if the terms and conditions “prove to have 

been improvident in light of developments not capable of being anticipated at the time of the 

fixing of such terms and conditions.” Id. The Fee Examiner will report on flat fee and 

de minimis professionals under this standard as part of the subsequent reports and 

recommendations to the Court. 

Pre-Appointment or Pre-Petition Services 

The Court entered the First Amended Order Pursuant to PROMESA Sections 316 

and 317 and Bankruptcy Code Section 105(a) Appointing a Fee Examiner and Related Relief

[Dkt. No. 3324] to expressly extend the Fee Examiner’s authority to review services performed 

prior to a professional’s official employment or retention. That order further provides that the 

review authority extends to all fees requested through the compensation process in these Title III 

proceedings, whether or not those fees were incurred for work performed on Title III matters. 

The Fee Examiner already had completed review and reporting on most, if not all, such fees in 

connection with Second Interim Fee Period applications, and the Second Interim Compensation 

Order authorized their payment, some with adjustments. 

Additional Fee “Measures” 

The Fee Examiner is developing a set of standards or “presumptions” for the Court’s 

consideration, consistent with the June 6, 2018 hearing colloquy and the need for continuing and 

additional cost containment. These presumptions and standards are consistent with the standards 

the Fee Examiner has provided to the professionals from the outset through the confidential letter 

reporting process, but the motion will make explicit the additional guidelines and standards in 

the interest of continued transparency and economy of administration. The Fee Examiner will 

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present those measures by motion no later than August 21, 2018, with a notice for hearing at the 

September 12, 2018 omnibus. 

INFORMATIVE MOTION 

Pursuant to the Order Regarding Procedures for Attendance, Participation and 

Observation of July 25-26, 2018 Omnibus Hearing [Dkt. No. 3472], the Fee Examiner notifies 

the Court that: 

1. Pursuant to the Second Amended Order Setting Procedures for Interim 

Compensation and Reimbursement of Expenses of Professionals [Dkt. No. 3269], the Court may 

grant an Interim Fee Application without a hearing if the Fee Examiner files a Fee Examiner 

Report recommending approval of the Interim Fee Application(s) in full or in part, and there are 

no objections from a party in interest. Id. at ¶ 2(j). 

2. The Fee Examiner and/or his counsel, Katherine Stadler of Godfrey & Kahn, 

S.C., may appear in person if necessary to respond to any matters raised by the Court or to any 

statements made by any party in connection with this Supplemental Report in Courtroom 17C of 

the United States District Court for the Southern District of New York, Daniel Patrick Moynihan 

Courthouse, 500 Pearl Street, New York, New York 10007. No additional persons representing 

the Fee Examiner will attend the New York hearing. 

3. The Fee Examiner’s Puerto Rico counsel, Eyck O. Lugo, may appear at the 

United States District Court for the District of Puerto Rico, 150 Carlos Chardón Street, Federal 

Building, San Juan, Puerto Rico 00918-1767, as the pro hac vice sponsor of the Fee Examiner 

and his counsel to participate in any hearing on the Deferred First and Second Interim Fee Period 

applications recommended in this Report. 

4. Attached to this Supplemental Report as Exhibit C is a proposed Supplemental 

Omnibus Order Awarding Interim Allowance of Compensation for Professional Services 

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Rendered and Reimbursement of Expenses for the First and Second Interim Compensation 

Periods From May 3 Through September 30, 2017 and From October 1, 2017 Through 

January 31, 2018. 

5. In the event that the Court enters the proposed order attached as Exhibit C prior 

to July 25, 2018, the Fee Examiner and his counsel will not plan to attend the hearing in person 

or by videoconference unless their attendance and participation is requested by the Court. 

Dated: July 18, 2018. 

WE HEREBY CERTIFY that on this date, we electronically filed the foregoing motion 

with the Clerk of the Court using the CM/ECF system that will send notification of such filing to 

all attorneys of record registered in the use of the CM/ECF system. 

EDGE LEGAL STRATEGIES, PSC 

 s/Eyck O. Lugo 

Eyck O. Lugo 

252 Ponce de León Avenue 

Citibank Tower, 12th Floor 

San Juan, PR 00918 

Telephone: (787) 522-2000 

Facsimile: (787) 522-2010 

Puerto Rico Counsel for Fee Examiner 

GODFREY & KAHN, S.C. 

One East Main Street, Suite 500 

Madison, WI 53703 

Telephone: (608) 257-3911 

Facsimile: (608) 257-0609 

Brady Williamson (Pro Hac Vice) 

Fee Examiner 

Katherine Stadler (Pro Hac Vice) 

Counsel for the Fee Examiner 

19222414.1 

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EXHIBIT A 

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In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

First and Second Interim Fee Period Applications: UncontestedApplicant Compensation Period Interim Fees Requested 

 Fee Examiner's 

Recommended 

Fee 

Adjustments 

Interim Expenses 

Requested 

 Fee Examiner's 

Recommended 

Expense 

Adjustments 

Voluntary 

Discounts

R

1-a Proskauer Rose LLP [Dkt. No. 2068] 5/3/2017 - 9/30/2017 7,075,033.00 $ 193,864.35 $ 233,148.09 $ 28,943.37 $ yes 

$ 

1-b Proskauer Rose LLP [Dkt. No. 2043] 5/5/2017 - 9/30/2017 1,672,746.00 $ 45,835.24 $ 16,605.84 $ 2,061.48 $ yes 

$ 

1-c Proskauer Rose LLP [Dkt. No. 2045] 5/21/2017 - 9/30/2017 1,586,156.00 $ 43,462.57 $ 24,131.76 $ 2,995.75 $ yes 

$ 

1-d Proskauer Rose LLP [Dkt. No. 2053] 7/2/2017 - 9/30/2017 1,099,888.00 $ 30,138.24 $ 67,275.25 $ 8,351.66 $ yes 

$ 

1-e Proskauer Rose LLP [Dkt. No. 2066] 5/21/2017 - 9/30/2017 4,483,783.00 $ 122,861.01 $ 154,512.19 $ 19,181.39 $ yes 

$ 

2 O'Neill & Borges LLC [Dkt. No.2859] 10/01 - 01/31/2018 296,952.30 $ 5,901.32 $ 10,003.46 $ 1,105.55 $ yes 

3 DLA Piper LLP [Dkt. No. 2753 & amended 2778] 6/01 - 1/31/2018 1,507,737.15 $ 107,000.00 $ 14,969.63 $ 800.00 $ 

$ 

4 Marchand ICS Group [Dkt. No. 2736] 10/01 - 1/31/2018 68,402.25 $ - $ 6,534.29 $ - $ 

5 Segal Consulting [Dkt. No. 2742] 10/01 - 1/31/2018 482,920.00 $ 6,732.20 $ 4,405.59 $ 664.01 $ 

Bankruptcy Counsel to DebtorsBankruptcy Counsel to Debtors CommonwealthBankruptcy Counsel to Debtors COFINABankruptcy Counsel to Debtors ERSBankruptcy Counsel to Debtors PREPABankruptcy Counsel to Debtors HTAInformation Agent for the Official Committee of Retired EmployeesBankruptcy Counsel to the Puerto Rico Fiscal Agency and Financial Advisory Authority and the Puerto Rico Treasury DepartmentActuaries and Consultants to the Official Committee of Retired Employees

 19060423.1

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EXHIBIT B 

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In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PEOMESA Title III No. 17 BK 3283-LTS

First and Second Interim Fee Period Applications: Unresolved and DeferredApplicant Compensation Period Interim Fees Requested Fee Examiner's Recommended Fee Adjustments Interim Expenses Requested Fee Examiner's Recommended Expense Adjustments Voluntary Discounts Inte

Recomm

Ap

1-a Proskauer Rose LLP [Dkt. No. 2868] 10/01 - 01/31/2018 5,453,686.60 $ 294,582.75 $ yes

1-b Proskauer Rose LLP [Dkt. No.2870] 10/01 - 01/31/2018 562,239.80 $ 5,584.22 $ yes

1-c Proskauer Rose LLP [Dkt. No. 2872] 10/01 - 01/31/2018 2,121,996.20 $ 52,896.53 $ yes

1-d Proskauer Rose LLP [Dkt. No. 2876] 10/01 - 01/31/2018 2,062,304.20 $ 37,003.99 $ yes

1-e Proskauer Rose LLP [Dkt. No. 2874] 10/01 - 01/31/2018 1,256,420.60 $ 39,216.07 $ yes

2-a McKinsey & Company, Inc. [Dkt. No. 2073] 05/03 - 09/30/2017 5,120,000.00 $ - $ 

2-b McKinsey & Company, Inc. [Dkt. No.2756] 10/01 - 1/31/2018 6,550,000.00 $ - $ 

3 Luskin Stern & Eisler LLP [Dkt. No. 2729] 10/01 - 1/31/2018 91,237.50 $ 1,329.64 $ 

4 Citigroup Global Markets Inc. [Dkt. No. 2944] 1/27/2017 - 1/31/2018 625,000.00 $ 60,971.21 $ 

5 Andrew Wolfe [Dkt. No. 2718] 10/01 - 1/31/2018 100,000.00 $ 12,391.30 $ 

6 Deloitte Financial Advisory Services LLP [Dkt. No. 3017] 10/01 - 01/31/2018 882,513.00 $ 85,109.86 $ yes

7-a Ankura Consulting Group, LLC [Dkt. No. 2751] 10/01 - 1/31/2018 3,937,979.00 $ 175,457.10 $ 

Financial Advisors to PREPA

7-b Ankura Consulting Group, LLC [Dkt. No. 2755] 10/01 - 1/31/2018 3,475,283.50 $ 153,684.90 $ 

8 Zolfo Cooper, LLC [Dkt. No. 2739] 10/01 - 1/31/2018 1,965,880.50 $ 9,725.67 $ 

Financial Advisor to Official Committee of Unsecured CreditorsFinancial Advisors to the Puerto Rico Fiscal Agency and Financial Advisory AuthorityBankruptcy Counsel to Debtors CommonwealthBankruptcy Counsel to Debtors COFINABankruptcy Counsel to Debtors ERSBankruptcy Counsel to Debtors PREPABankruptcy Counsel to Debtors HTA

Financial Advisors to Government of Puerto RicoStrategic Consultants to DebtorsStrategic Consultants to DebtorsMacroeconomic Consultant to DebtorsSpecial Counsel to DebtorsInvestment Banker and Financial Advisor to FOMB

 19060423.1

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EXHIBIT C 

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UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

 

In re 

) 

) 

PROMESA 

Title III 

) 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

) 

) 

) 

) 

No. 17 BK 3283-LTS 

(Jointly Administered) 

As a representative of ) 

) 

Re: Dkt. Nos. 2068, 2043,2045, 2053, 2066, 

2859, 2753, 2778, 2736, and 2742 

THE COMMONWEALTH OF PUERTO RICO

et al., 

Debtors.1

) 

) 

) 

) 

Hearing date: July 25, 2018 at 9:30 a.m. 

(Atlantic Standard Time) 

) 

SUPPLEMENTAL OMNIBUS ORDER AWARDING INTERIM ALLOWANCE OF 

COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES FOR THE FIRST AND SECOND INTERIM 

COMPENSATION PERIODS FROM MAY 3 THROUGH SEPTEMBER 30, 2017 AND 

FROM OCTOBER 1, 2017 THROUGH JANUARY 31, 2018 

This matter coming before the Court on the interim fee applications (together Dkt. 

Nos. 2068, 2043, 2045, 2053, 2066, 2859, 2753, 2778, 2736, and 2742, the (“Applications”)) 

indicated as “Recommended for Approval” on the attached Exhibit A, pursuant to sections 316 

and 317 of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA), 

Pub. L. No. 114-187, §§ 316, 317, 130 Stat., 549, 584-85 (2016), and Rule 2016 of the Local 

 

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 

Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of 

Puerto Rico, for the interim allowance of certain fees, including all holdbacks and expenses 

incurred by the Applicants for the specific period of time set forth in each of the Applications 

(the “Compensation Periods”); filed in accordance with the Order Setting Procedures for 

Interim Compensation and Reimbursement of Expenses for Professionals [Dkt. No. 1150] (the 

“Interim Compensation Order”); the First Amended Order Setting Procedures for Interim 

Compensation and Reimbursement of Expenses of Professionals [Dkt. No. 1715] (the “First 

Amended Interim Compensation Order”); the Second Amended Order Setting Procedures for 

Interim Compensation and Reimbursement of Expenses of Professionals [Dkt. No. 3269] (the 

“Second Amended Interim Compensation Order”); the Order Pursuant to PROMESA 

Sections 316 and 317 and Bankruptcy Code Section 105(A) Appointing a Fee Examiner and 

Related Relief [Dkt. No. 1416] (the “Fee Examiner Order”); and the First Amended Order 

Pursuant to PROMESA Sections 316 and 317 and Bankruptcy Code Section 105(A) Appointing a 

Fee Examiner and Related Relief [Dkt. No. 3324] (the “First Amended Fee Examiner 

Order”); and the Court having reviewed the Applications and/or the supplemental report filed by 

the Fee Examiner with respect to the Applications [see Dkt. No. ____]; and the Court finding 

that: (a) the Court has jurisdiction over this matter pursuant to PROMESA section 306(a); and 

(b) notice of the Applications and the hearing thereon being adequate under the circumstances; 

and (c) all parties with notice of the Applications having been afforded the opportunity to be 

heard on the Applications, and no objections having been filed; now therefore 

IT IS HEREBY ORDERED THAT: 

1. The Applications are GRANTED on an interim basis, to the extent set forth on the 

attached Exhibit A. 

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3 

2. Each of the Applicants is allowed (a) interim compensation for services rendered 

during the Compensation Periods and (b) interim reimbursement for actual and necessary 

expenses incurred during the Compensation Periods, each in the respective amounts set forth on 

the attached Exhibit A, including, except as otherwise indicated, any and all holdbacks. 

3. To the extent not already paid pursuant to the Interim Compensation Order, the 

Debtors are hereby authorized and directed to pay each of the Applicants 100 percent of the fees 

and 100 percent of the expenses listed on Exhibit A under the columns “Interim Fees 

Recommended for Approval” and “Interim Expenses Recommended for Approval,” respectively, 

for services rendered and expenses incurred during the Compensation Periods. 

4. Pursuant to the Fee Examiner’s supplemental report, the interim fee applications 

listed on Exhibit B of the supplemental report, [Dkt. Nos. 2868, 2870, 2872, 2876, 2874, 2073, 

2756, 2729, 2944, 2718, 3017, 2751, 2755, and 2739] remain adjourned for consideration at a 

later hearing date. 

SO ORDERED. 

Dated: July ____, 2018 

________________________________________ 

LAURA TAYLOR SWAIN 

United States District Judge 

19226559.2 

Case:17-03283-LTS Doc#:3613 Filed:07/18/18 Entered:07/18/18 17:41:49 Desc: Main

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EXHIBIT A 

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In re: The Financial Oversight and Management Board for Puerto Rico, as a representative of

The Commonwealth of Puerto Rico, et al.

PROMESA Title III No. 17 BK 3283-LTS

First and Second Interim Fee Period Applications: UncontestedApplicant Compensation Period Interim Fees Requested 

 Fee Examiner's 

Recommended 

Fee 

Adjustments 

Interim Expenses 

Requested 

 Fee Examiner's 

Recommended 

Expense 

Adjustments 

Voluntary 

Discounts

R

1-a Proskauer Rose LLP [Dkt. No. 2068] 5/3/2017 - 9/30/2017 7,075,033.00 $ 193,864.35 $ 233,148.09 $ 28,943.37 $ yes 

$ 

1-b Proskauer Rose LLP [Dkt. No. 2043] 5/5/2017 - 9/30/2017 1,672,746.00 $ 45,835.24 $ 16,605.84 $ 2,061.48 $ yes 

$ 

1-c Proskauer Rose LLP [Dkt. No. 2045] 5/21/2017 - 9/30/2017 1,586,156.00 $ 43,462.57 $ 24,131.76 $ 2,995.75 $ yes 

$ 

1-d Proskauer Rose LLP [Dkt. No. 2053] 7/2/2017 - 9/30/2017 1,099,888.00 $ 30,138.24 $ 67,275.25 $ 8,351.66 $ yes 

$ 

1-e Proskauer Rose LLP [Dkt. No. 2066] 5/21/2017 - 9/30/2017 4,483,783.00 $ 122,861.01 $ 154,512.19 $ 19,181.39 $ yes 

$ 

2 O'Neill & Borges LLC [Dkt. No.2859] 10/01 - 01/31/2018 296,952.30 $ 5,901.32 $ 10,003.46 $ 1,105.55 $ yes 

3 DLA Piper LLP [Dkt. No. 2753 & amended 2778] 6/01 - 1/31/2018 1,507,737.15 $ 107,000.00 $ 14,969.63 $ 800.00 $ 

$ 

4 Marchand ICS Group [Dkt. No. 2736] 10/01 - 1/31/2018 68,402.25 $ - $ 6,534.29 $ - $ 

5 Segal Consulting [Dkt. No. 2742] 10/01 - 1/31/2018 482,920.00 $ 6,732.20 $ 4,405.59 $ 664.01 $ 

Bankruptcy Counsel to DebtorsBankruptcy Counsel to Debtors CommonwealthBankruptcy Counsel to Debtors COFINABankruptcy Counsel to Debtors ERSBankruptcy Counsel to Debtors PREPABankruptcy Counsel to Debtors HTAInformation Agent for the Official Committee of Retired EmployeesBankruptcy Counsel to the Puerto Rico Fiscal Agency and Financial Advisory Authority and the Puerto Rico Treasury DepartmentActuaries and Consultants to the Official Committee of Retired Employees

 19060423.1

Case:17-03283-LTS Doc#:3613 Filed:07/18/18 Entered:07/18/18 17:41:49 Desc: 

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