Estimated Hearing Date: February 15, 2019 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: December 6, 2018 at 4:00 p.m. (Atlantic Standard Time)

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

Re: ECF Nos. 1063, 1150, 1715, 

3269

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY (“HTA”),

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

SUMMARY OF FOURTH INTERIM APPLICATION OF O’MELVENY & MYERS LLP 

FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR 

REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE PUERTO RICO FISCAL 

AGENCY AND FINANCIAL ADVISORY AUTHORITY FOR THE PERIOD FROM

JUNE 1, 2018 THROUGH SEPTEMBER 30, 2018

 

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

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

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

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

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

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

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

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

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

limitations.)

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Name of Applicant: O’Melveny & Myers LLP

Authorized to Provide Professional Services 

to:

Puerto Rico Fiscal Agency and Financial 

Advisory Authority (“AAFAF”) as the entity 

authorized to act on behalf of the 

Commonwealth of Puerto Rico

Period for which compensation and 

reimbursement are sought:

June 1, 2018 through September 30, 2018

Amount of Compensation sought as actual, 

reasonable, and necessary:

$54,282.40

Amount of Expense Reimbursement sought as 

actual, reasonable, and necessary:

$1,225.20

This is a(n): __ monthly X interim final application

 Blended Rate in this application for attorneys: $794/hr

 Blended Rate in this application for all timekeepers: $700/hr

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Prior Monthly Fee Statements Filed: 

Compensation Period Fees Requested Expenses Requested

May 21, 2017 - May 31, 2017 $126,501.60 None.

June 1, 2017 - June 30, 2017 $560,943.36 $8,141.88

July 1, 2017 - July 31, 2017 $778,916.62 $31,702.26

August 1, 2017 - August 31, 2017 $436,882.81 $25,743.41

September 1, 2017 - September 30, 2017 $127,555.42 $1,945.58

October 1, 2017 - October 31, 2017 $68,365.17 $794.84

November 1, 2017 - November 30, 2017 $70,728.57 $41.90

December 1, 2017 - December 31, 2017 $48,669.61 $5.20

January 1, 2018 - January 31, 2018 $185,536.05 $2,005.95

February 1, 2018 - February 28, 2018 $38,152.78 $247.40

March 1, 2018 - March 31, 2018 $38,537.81 $25.60

April 1, 2018 - April 30, 2018 $56,110.68 $12.50

May 1, 2018 - May 31, 2018 $33,298.81 $165.60

June 1, 2018 - June 30, 2018 $19,837.78 $2.30

July 1, 2018 - July 31, 2018 $17,164.11 $8.00

August 1, 2018 - August 31, 2018 $10,855.80 $89.90

September 1, 2018 - September 30, 2018 $16,715.27 $1,125.00

TOTAL INCURRED: $2,634,772.25 $72,057.32

Payments Made to Date:2

Compensation Period Fees Paid Expenses Paid

May 5, 2017 - May 31, 2017 $113,851.44 None.

June 1, 2017 - June 30, 2017 $504,849.02 $8,141.88

July 1, 2017 - July 31, 2017 $701,024.96 $31,702.26

August 1, 2017 - August 31, 2017 $393,194.53 $25,743.41

September 1, 2017 - September 30, 2017 $114,799.88 $1,945.58

October 1, 2017 - October 31, 2017 $61,528.65 $794.84

November 1, 2017 - November 30, 2017 $63,655.71 $41.90

December 1, 2017 - December 31, 2017 $43,802.65 $5.20

January 1, 2018 - January 31, 2018 $166,982.45 $2,005.95

February 1, 2018 - February 28, 2018 $38,152.78 $247.40

March 1, 2018 - March 31, 2018 $38,537.81 $25.60

April 1, 2018 - April 30, 2018 $56,110.68 $12.50

May 1, 2018 - May 31, 2018 $33,298.81 $165.60

TOTAL PAID: $2,329,789.37 $70,832.12

 

2 This payment chart does not include any holdback amounts paid to date.

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TABLE OF SCHEDULES AND EXHIBITS

Schedule A - List and Summary of Hours by Professional

Schedule B - Summary of Hours and Compensation by Matter Code

Schedule C - Expense Summary

Schedule D - Customary and Comparable Disclosures

Exhibit A - Attorney Certification

Exhibit B - Detailed Time and Expense Records

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Schedule A

LIST AND SUMMARY OF HOURS AND COMPENSATION BY PROFESSIONAL3

Name Title or 

Position

Hourly Rate 

Billed in this 

Application

Hours Billed in 

this Application

Total 

Compensation

AMALIA Y. SAX-BOLDER Associate $624.75 22.6 $14,119.39 

ASHLEY PAVEL Counsel $692.75 10.4 $7,204.63 

DIANA M. PEREZ Counsel $739.50 4.5 $3,327.75 

MICHAEL F. LOTITO Counsel $709.75 24.5 $17,388.93 

SUZZANNE UHLAND Partner $1,062.50 8.6 $9,137.50 

VALERIE SMITH Counsel $705.50 4.4 $3,104.20 

TOTAL 75.0 $54,282.40

 

3 Prior to the submission of this Interim Fee Application, OMM has voluntarily wrote off 23.6 hours and $16,769.71 

in fees incurred by all timekeepers billing less than 4 hours during this Compensation Period.

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Schedule B

SUMMARY OF HOURS AND COMPENSATION BY MATTER CODE

Task Code Total Billed

Hours

Total Amount

ASSET ANALYSIS AND RECOVERY 3.0 $2,537.25 

ASSET DISPOSITION 14.1 $10,698.97 

ASSUMPTION AND REJECTION OF LEASES AND 

CONTRACTS 3.3 $2,683.88 

BUSINESS OPERATIONS 6.2 $4,516.48 

CASE ADMINISTRATION 5.7 $4,144.61 

CLAIMS ADMINISTRATION AND OBJECTIONS 0.2 $147.90 

CORPORATE GOVERNANCE AND BOARD MATTERS 22.4 $15,369.74 

FEE APPLICATIONS 0.7 $288.58 

LITIGATION 11.9 $7,713.36 

MEDIATION 5.4 $3,679.24 

PLAN OF ADJUSTMENT 10.7 $8,087.35 

RELIEF FROM STAY AND ADEQUATE PROTECTION 5.2 $3,801.63 

PEAJE INVESTMENTS LLC V. PUERTO RICO HIGHWAYS & 

TRANSPORTATION AUTHORITY, ET AL. 9.8 $7,383.12

SUBTOTAL 98.6 $71,052.11

LESS ADJUSTMENTS FOR TRANSITORY TIMEKEEPERS4

(23.6) ($16,769.71)

GRAND TOTAL 75.0 $54,282.40

 

4 See footnote 4.

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Schedule C

EXPENSE SUMMARY

Category Amount

Printing $95.90 

Online Research $4.30 

Other Professional Services $1,125.00 

Grand Total $1,225.20

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Schedule D

CUSTOMARY AND COMPARABLE DISCLOSURES

Category of 

Timekeeper Blended Hourly Rate

Billed OMM’s Domestic Offices 

for FY2018 (Excluding 

Restructuring Matters)

Billed This Case During the 

Compensation Period

Partner 1,030 960

Counsel/Associate 659 628

Paralegal/Other 281 249

Aggregated 738 700

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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

Re: ECF Nos. 1063, 1150, 1715, 

3269

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY (“HTA”),

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

FOURTH INTERIM APPLICATION OF O’MELVENY & MYERS LLP FOR 

ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR 

REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE PUERTO RICO FISCAL 

AGENCY AND FINANCIAL ADVISORY AUTHORITY FOR THE PERIOD FROM

JUNE 1, 2018 THROUGH SEPTEMBER 30, 2018

 

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

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

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

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

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

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

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

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

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

limitations.)

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O’Melveny & Myers LLP (“OMM”), as counsel to the Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF”) as the entity authorized to act on behalf of the 

Commonwealth of Puerto Rico, the Puerto Rico Sales Tax Financing Corporation, the Puerto Rico 

Highways and Transportation Authority, the Employees Retirement System of the Government of 

the Commonwealth of Puerto Rico, the Puerto Rico Electric Power Authority (collectively, 

the “Debtors”), and certain other public corporations and instrumentalities of the Government of 

Puerto Rico, pursuant to the authority granted to it under the Enabling Act of the Fiscal Agency 

and Financial Advisory Authority, Act 2-2017, makes its fourth interim application 

(this “Application”) for allowance of compensation, under sections 316 and 317 of PROMESA, 

of $54,282.40 and reimbursement of expenses of $1,225.20 for the period from February 1, 2018 

through May 31, 2018 (the “Compensation Period”) in accordance with the First Amended Order 

Setting Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, 

dated November 8, 2017 [ECF No. 1150], as amended [ECF Nos. 1715, 3269] (the “Interim 

Compensation Order”) and the Memorandum regarding Fee Review – Timeline and Process, dated 

November 10, 2017, (the “Fee Examiner Guidelines”). In support of this Application, OMM 

respectfully states as follows:

BACKGROUND

1. On May 3, 2017, the Commonwealth of Puerto Rico (the “Commonwealth”), by 

and through the Financial Oversight and Management Board for Puerto Rico (the “Oversight 

Board”), as the Commonwealth’s representative pursuant to section 315(b) of PROMESA, filed a 

petition with the Court under title III of PROMESA.

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

by and through the Oversight Board, as COFINA’s representative pursuant to PROMESA section 

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

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

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

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

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

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

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

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

through the Oversight Board, as PREPA’s representative pursuant to PROMESA section 315(b), 

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

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

PREPA Title III Cases (together, the “Title III Cases”) are jointly administered for procedural 

purposes only, pursuant to PROMESA section 304(g) and Bankruptcy Rule 1015 [ECF Nos. 242, 

537, 1417].

7. On October 6, 2017, the Court entered the Order Pursuant to PROMESA Sections 

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

[ECF No. 1416], which appointed Brady Williamson of Godfrey & Kahn, S.C. to serve as Fee 

Examiner in the Title III Cases. To date, OMM has worked cooperatively with the Fee Examiner 

to ensure that AAFAF is provided with cost-effective and efficient services.

8. On December 15, 2017, OMM filed the First Interim Application of O’Melveny & 

Myers LLP for Allowance of Compensation for Services Rendered and for Reimbursement of 

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Expenses as Counsel to the Puerto Rico Fiscal Agency and Advisory Authority for the Period From 

May 3, 2017 through September 30, 2017 [ECF No. 2065] for matters related to the HTA Title III 

matter (“OMM HTA First Interim Fee Application”) seeking compensation in the amount of 

$2,028,863.49, and reimbursement of expenses in the amount of $67,533.13.

9. Pursuant to the Fee Examiner’s Initial Report, filed on March 1, 2018 (the “Initial 

Report”), the Fee Examiner recommended approval for $2,028,863.49 in fees and $67,533.13 in 

expenses in connection with the OMM HTA First Interim Fee Application [ECF No. 2645]. On 

March 7, 2018, such fees and expenses were approved pursuant to the Omnibus Order Award 

Interim Allowance of Compensation for Professional Services Rendered and Reimbursement of 

Expenses for the First Interim Compensation Period from May 3, 2017 through September 30, 

2017 [ECF No. 2685] (the “First Omnibus Compensation Order”).

10. On March 19, 2018, OMM filed the Second Interim Application of O’Melveny & 

Myers LLP for Allowance of Compensation for Services Rendered and for Reimbursement of 

Expenses as Counsel to the Puerto Rico Fiscal Agency and Advisory Authority for the Period From 

October 1, 2017 through January 31, 2018 [ECF No. 2761] for matters related to the HTA Title 

III matter (“OMM HTA Second Interim Fee Application”) seeking compensation in the amount 

of $373,329.40, and reimbursement of expenses in the amount of $2,847.89.

11. Pursuant to the Fee Examiner’s Second Report on Professional Fees and Expenses 

(October 1, 2017–January 31, 2018), filed on May 30, 2018 (the “Second Report”), the Fee 

Examiner recommended approval for $323,511.03 in fees and $1,552.83 in expenses in connection 

with the OMM HTA Second Interim Fee Application [ECF No. 3193]. On June 8, 2018, such fees 

and expenses were approved pursuant to the Omnibus Order Awarding Interim Allowance of 

Compensation for Professional Services Rendered and Reimbursement of Expenses for the First 

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Interim Compensation Period from October 1, 2017 through January 31, 2018 [ECF No. 3279] 

(the “Second Omnibus Compensation Order”).

12. On July 16, 2018, OMM filed the Third Interim Application of O’Melveny & Myers 

LLP for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses 

as Counsel to the Puerto Rico Fiscal Agency and Advisory Authority for the Period From February

1, 2018 through May 31, 2018 [ECF No. 3579] for matters related to the HTA Title III matter 

(“OMM HTA Third Interim Fee Application”) seeking compensation in the amount of 

$155,651.42, and reimbursement of expenses in the amount of $451.10.

13. This application seeks allowance of compensation and reimbursement of expenses 

incurred by OMM solely in connection with the HTA related matters described below.

COMPENSATION REQUESTED BY OMM

14. During the Compensation Period, OMM executed (i) an engagement letter with 

AAFAF and the Puerto Rico Treasury Department for all work related to the pending Title III 

cases during Puerto Rico’s 2019 fiscal year (the “Title III Engagement Letter”), and (ii) a separate 

engagement letter with AAFAF for all work unrelated to the pending Title III cases during Puerto 

Rico’s 2019 fiscal year (the “Non-Title III Engagement Letter” and together with the Title III 

Engagement Letter, the “Engagement Letters”). OMM has also (i) agreed to be paid directly by 

the Government Development Bank (“GDB”) for all OMM work related to the GDB Title VI 

restructuring during Puerto Rico’s 2019 fiscal year,2and (ii) signed engagement letters with both 

the Puerto Rico Electric Power Authority (“PREPA”) and the Puerto Rico Aqueduct and Sewer 

Authority (“PRASA”) for services to be provided to these agencies during Puerto Rico’s 2019 

fiscal year (hereinafter, the “PREPA Engagement Letter” and the “PRASA Engagement Letter”). 

 

2

 As a result of OMM’s agreement with GDB, OMM will no longer be including its invoices related to GDB work in 

its interim fee applications or monthly fee statements.

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

work of its attorneys and paraprofessionals and are disclosed in detail in the Engagement Letter. 

In light of the unique facts and circumstances of Puerto Rico’s debt restructuring, OMM agreed to 

provide a 15% discount on all fees incurred under the Engagement Letters, which is reflected in 

all Monthly Fee Statements submitted during the Compensation Period.

16. OMM’s rates are appropriate for complex corporate, securities, litigation, and 

restructuring matters, whether in court or otherwise. The rates and rate structure reflect that such 

complex matters typically involve great complexity, high stakes, and intense time pressures. 

OMM submits that the compensation requested is reasonable in light of the nature, extent, and 

value of such services provided to AAFAF.

17. During the Compensation Period, OMM did not receive any payments or promises 

of payment from any other source for services rendered or to be rendered in any capacity 

whatsoever in connection with the matters covered by this Application. There is no agreement or 

understanding between OMM and any other person, other than partners of the firm, for sharing of 

compensation to be received for services rendered in these cases.3

SUMMARY OF SERVICES

18. The Compensation Period was an extremely busy and productive time for OMM in 

connection with both the Title III Cases and out-of-court restructuring efforts related to other 

entities and instrumentalities. Detailed descriptions of the specific services provided and the time 

expended performing such services are attached as Exhibit B, and a summary of the services 

 

3 At AAFAF’s request, OMM engaged contract attorneys to provide document review services in connection with 

certain litigation matters at discounted rates. The fees for such contract attorneys were billed to AAFAF at cost and 

disclosed in OMM’s fee applications.

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OMM provided during the Compensation Period is set forth below and in the summaries for each 

of the main invoice tasks codes.

Achievement of COFINA Plan Support Agreement

19. At the beginning of the Compensation Period, an agreement in principle (the 

“Agent Agreement”) was reached between the agents appointed by the Oversight Board to litigate 

the “Commonwealth-COFINA Dispute” regarding ownership of the sales and use taxes 

purportedly transferred by the Commonwealth to COFINA to secure repayment of certain 

COFINA indebtedness. OMM worked with AAFAF’s other professional advisors to analyze the 

Agent Agreement, present related recommendations to the Government of Puerto Rico, and 

prepare for the July mediation sessions that were scheduled to attempt to expand the Agent 

Agreement into an agreement on the terms of a COFINA plan of adjustment supported by 

COFINA’s key constituencies. With the invaluable assistance of the mediation panel, and after 

several weeks of intense, good faith mediation sessions in which OMM was a key participant, the 

mediation sessions resulted in an agreement in principle announced on August 8, 2018 on the high 

level terms of a COFINA plan of adjustment. OMM was also at the forefront of several weeks of 

in-person negotiation sessions that further expanded the August 8, 2018 agreement in principle 

into the COFINA Plan Support Agreement and accompanying plan term sheet signed on August 

29, 2018 (the “COFINA PSA”) by the Oversight Board, AAFAF, COFINA, and key holders and 

insurers of COFINA’s outstanding bond debt. The COFINA PSA was subsequently amended on 

September 20, 2018 to include several additional large creditors as signatories.

20. Following execution of the COFINA PSA, OMM played a key role in preparation 

of the COFINA plan of adjustment (the “COFINA Plan”), the related disclosure statement, the 

motion to approve the Commonwealth-COFINA settlement incorporated into the COFINA PSA, 

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and the various other documents contemplated under the COFINA PSA (including a draft of new 

COFINA legislation required under the PSA and the indenture for the new bond debt contemplated 

under the COFINA Plan). These complex and voluminous documents were negotiated on a 

compressed time frame and filed by the deadlines set forth in the COFINA PSA.

21. If the transactions contemplated under the COFINA PSA and the COFINA Plan are 

implemented, COFINA’s debt restructuring will represent a one-third reduction in the aggregate 

debt of COFINA and savings of $17.5 billion in future debt service payments. The COFINA PSA 

also provides the framework for a historic consensual restructuring transaction, which will allow 

both COFINA and the Commonwealth to avoid the substantial costs and uncertainties associated 

with continued litigation in the absence of a consensual deal.

Fiscal Plan

22. During the Compensation Period, OMM also worked extensively with AAFAF and 

other government officials endeavoring to bridge the gap with the Oversight Board with respect to 

Fiscal Plan and Budget issues — and where agreement could not be reached, OMM worked with 

AAFAF to protect the important policy making functions of the Puerto Rico government. OMM 

worked extensively with AAFAF and its other professional advisors not only in preparation of the 

revised Fiscal Plan submitted to the Oversight Board on August 20, 2018 but also in connection 

with:

 Preparation and submission of a written statement to the U.S. Congress pursuant to 

section 205 of PROMESA regarding certain policy initiatives in the Oversight 

Board’s June 29 Fiscal Plan.

 The filing an adversary complaint against the Oversight Board, each individual 

board member, and the Executive Director, challenging whether the Oversight 

Board has the authority to impose policy initiatives on the government through a 

fiscal plan and/or budget.

 Defense against the Oversight Board’s motion to dismiss the adversary complaint 

on an expedited basis, including filing response and reply briefs.

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 Preparation for and attendance at the hearing on motion to dismiss before Judge 

Swain on July 25, 2018.

 Preparation and filing of a motion requesting that the Court certify its order 

granting, in part, the Oversight Board’s motion to dismiss. 

 Preparation and filing of a petition with the United States Court of Appeals for the 

First Circuit requesting that the First Circuit accept an interlocutory appeal from 

the Court’s order.

 Responding to extensive Rule 2004 discovery requests from creditors related to the 

fiscal plan.

Financial Statements and Reporting Obligations

23. During the Compensation Period, OMM reviewed and revised the 

Commonwealth’s 2015 audited financial statements, which were publically released on June 30, 

2018. As part of this process, O’Melveny updated the Management’s Discussion and Analysis 

section, added analysis regarding the Commonwealth’s going concern, uncertainties and liquidity 

risk, and updated the Subsequent Events note to include all material developments through June 

29, 2018. These updates included a detailed description of PROMESA, the filing of the Title III 

cases and key developments therein, the status of key creditor litigation, and the developments 

related to consensual restructuring agreements under Title VI. OMM also continued to assist 

AAFAF on the monthly reports provided to the Oversight Board and uploaded to the creditor data 

room.

Other Restructuring Efforts

24. Finally, OMM successfully advanced the out-of-court restructuring efforts of 

several other entities and instrumentalities. For example, during the Compensation Period OMM:

 Analyzed potential restructuring transactions for the Puerto Rico Public Building 

Authority (“PBA”), continued discussions with two different ad hoc creditor groups 

regarding a potential forbearance agreement, and assisted PBA in responding to 

various due diligence inquiries from such groups. 

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 Negotiated a six month forbearance with an ad hoc group of University of Puerto 

Rico (“UPR”) bondholders, prepared for and attended mediation regarding the 

suspension of lump-sum payments to participants in UPR’s deferred compensation 

plan, and, following the successful completion of mediation, assisted in negotiating 

and finalizing a related settlement agreement; and 

 Engaged in dialogue regarding potential loan modifications for the Puerto Rico 

Metropolitan Bus Authority and the General Services Administration and conferred 

with Scotia Bank regarding the same

25. As a result of all of these various work streams, OMM submits that the fees and 

expenses for which its seeks approval were reasonable and necessary. All fees were also billed at 

a 15% discount to OMM’s 2017 hourly rates.

26. Additionally, OMM has established subject matters categories (each, a “Matter 

Category”) for keeping time records of the work performed for the Debtors. The following is a 

summary, by Matter Category, of the professional services provided by OMM during the 

Compensation Period.4

a) Case Administration 

27. This category includes all matters relating to general case administration and 

coordination, and assisting HTA in fulfilling its duties as debtor in possession, and serves as a 

general code for services performed that do not fit under any other specific code. During the 

Compensation Period, OMM attorneys reviewed proposed EMMA notices, prepared client 

summaries, responded to payment demands, and researched issues related to UCC filings.

b) Corporate Governance and Board Matters

28. This category includes all matters relating to corporate governance matters and 

communications with the FOMB. During the Compensation Period, OMM attorneys drafted a 

 

4 Several of the matter categories do not appear in this summary because OMM did not bill a substantial amount 

of time under those categories during the Compensation Period. Exhibit B provides a complete summary of hours 

billed and total compensation requested by matter category.

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written statement to the FOMB and U.S. Congress pursuant to section 205 of PROMESA 

regarding certain policy initiatives in the HTA fiscal plan. OMM attorneys also prepared materials 

for the HTA budget presentation and worked with local counsel to analyze outstanding fiscal plan 

and budget issues.

c) Litigation 

29. This category includes analysis, preparation, and prosecution of adversary 

proceedings or other litigation. During the Compensation Period, OMM reviewed and analyzed 

various complaints filed against HTA, analyzed UCC filings, and researched various legal issues.

d) Peaje Investments, LLC v. Puerto Rico Highways & Transportation Authority

30. This category includes all work done in connection with the Peaje-HTA adversary 

proceeding. During the Compensation Period, OMM attorneys reviewed and analyzed the First 

Circuit decision in the adversary proceeding, drafted memoranda regarding the impact of that 

decision, and formulated a going forward strategy regarding the adversary proceeding.

e) Relief From Stay and Adequate Protection 

31. This category includes all matters relating to requests for relief from the automatic 

stay or for adequate protection, including assisting HTA to respond, defend, and settle such 

requests. During the Compensation Period, OMM analyzed the applicability of the automatic stay 

to pending federal and state litigation against HTA and responded to requests to lift the Title III 

Stay, either by motion or lift stay notice.

f) Plan of Adjustment

32. This category includes all work done in preparation for an eventual plan of 

adjustment for HTA. During the Compensation Period, OMM attorneys researched and drafted 

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memoranda regarding various issues related to HTA’s plan of adjustment and prepared strategy 

memoranda and presentations for AAFAF regarding the same.

ATTORNEY CERTIFICATION

33. In accordance with Puerto Rico Local Bankruptcy Rule 2016-1(a)(4), the 

undersigned has reviewed the requirements of Puerto Rico Local Bankruptcy Rule 2016-1(a)(4) 

and certifies to the best of his information, knowledge, and belief that this Application complies 

with Puerto Rico Local Bankruptcy Rule 2016-1(a)(4). In this regard, and incorporated herein by 

reference, the Certification of John J. Rapisardi in accordance with the U.S. Trustee Guidelines is 

attached hereto as Exhibit A.

NO PRIOR APPLICATION

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

this or any other court.

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

OMM compensation for professional and paraprofessional services provided during the 

Compensation Period in the amount of $54,282.40; (b) reimbursement of actual, reasonable and 

necessary expenses incurred in the Compensation Period in the amount of $1,225.20; and (c) 

granting such other relief as is appropriate under the circumstances.

Dated: November 16, 2018

New York, NY

Respectfully submitted,

/s/ John J. Rapisardi

John J. Rapisardi 

Nancy Mitchell 

Suzzanne Uhland 

(Admitted Pro Hac Vice)

O’MELVENY & MYERS LLP

7 Times Square 

New York, NY 10036 

Tel: (212) 326-2000 

Fax: (212) 326-2061 

Peter Friedman 

(Admitted Pro Hac Vice) 

O’MELVENY & MYERS LLP

1625 Eye Street, NW 

Washington, DC 20006 

Tel: (202) 383-5300 

Fax: (202) 383-5414 

Attorneys for the Puerto Rico Fiscal Agency 

and Financial Advisory Authority 

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Exhibit A

ATTORNEY CERTIFICATION

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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.5

PROMESA

Title III

No. 17 BK 3283-LTS

Re: ECF Nos. 1063, 1150, 1715, 

3269

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO HIGHWAYS AND 

TRANSPORTATION AUTHORITY (“HTA”),

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

CERTIFICATION OF JOHN J. RAPISARDI PURSUANT TO PUERTO RICO LOCAL 

BANKRUPTCY RULE 2016-1(a)(4)

 

5 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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John J. Rapisardi, under penalty of perjury, certifies as follows:

1. I am a partner with the law firm of O’Melveny & Myers LLP (“OMM”). I make 

this certification in accordance with Rule 2016-1(a)(4) of the Local Rules of Bankruptcy Practice 

and Procedure of the United States Bankruptcy Court for the District of Puerto Rico (the “Local 

Rules”) regarding the contents of applications for compensation and expenses. 

2. I am familiar with the work performed by OMM for Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF”), acting for or on behalf of the Debtors.

3. I have read the Fourth Interim Application of O’Melveny & Myers LLP for 

Allowance of Compensation for Services Rendered and for Reimbursement of Expenses As 

Counsel to the Debtors for the Period From June 1, 2018 through September 30, 2018

(the “Application”), and the facts set forth therein are true and correct to the best of my knowledge, 

information, and belief. 

4. To the best of my knowledge, information, and belief, formed after reasonable 

inquiry, the fees and disbursements sought in the Application are permissible under the Fee 

Examiner Guidelines, PROMESA, the Bankruptcy Code, the Federal Rules of Bankruptcy 

Procedure, the Interim Compensation Order, the Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses by Attorneys in Larger Chapter 11 Cases, effective 

November 1, 2013 (the “Guidelines”), and the Local Rules of Bankruptcy Practice and Procedure 

of the United States Bankruptcy Court for the District of Puerto Rico.

Dated: November 16, 2018 /s/ John J. Rapisardi

John J. Rapisardi

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Exhibit B

DETAILED TIME AND EXPENSE RECORDS

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