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

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

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

PROMESA

Title III

Case No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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

PROMESA

Title III

Case No. 17 BK 4780-LTS

This Application relates only to 

PREPA, and shall be filed in the

lead Case No. 17 BK 3283-LTS,

and PREPA’s Title III Case 

(Case No. 17 BK 4780-LTS)

SUMMARY SHEET TO FOURTH

INTERIM FEE APPLICATION OF PROSKAUER 

ROSE LLP FOR COMPENSATION FOR SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES INCURRED AS ATTORNEYS FOR THE

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO,

AS REPRESENTATIVE OF THE DEBTOR, PUERTO RICO ELECTRIC POWER 

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

 1

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

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

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

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

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

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

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

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

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

due to software limitations.)

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2

Schedule 1

Summary of Fees and Expenses Paid to Date and the Balance of Fees and 

Expenses for which Allowance and Payment is Requested for the Compensation Period

Name of Applicant: Proskauer Rose LLP (“Proskauer”)

Retained to Provide

Professional Services to:

The Financial Oversight and Management 

Board for Puerto Rico as Representative of the 

Debtor Pursuant to PROMESA section 315(b)

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

“Compensation Period”)

Amount of Fees Sought: $1,081,438.70

Amount of Expense Reimbursement Sought: $28,931.16

Total Fees and Expenses 

Sought for Compensation Period: $1,110,369.86

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

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

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

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

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3

Fourth Interim Compensation Period

June 1, 2018 – September 30, 2018

Statement 

and Date 

Served

Period 

Covered

Total Fees 

Incurred

Total Fees 

Requested 

(90%)

Expenses 

Requested

Fees Paid 

(90%)

Expenses 

Paid

Twelfth 

7/20/18

6/1/18 to 

6/30/18 $254,453.50 $229,008.15 $6,088.63 $229,008.15 $6,088.63

Twelfth 

(Puerto 

Rico)

7/20/18

6/1/18 to 

6/30/18 $5,768.40 $5,191.56 $0.00 $5,191.56 $0.00

Thirteenth

9/4/18

7/1/18 to 

7/31/18 $184,947.20 $166,452.48 $2,634.02 $166,452.48 $2,634.02

Thirteenth

(Puerto 

Rico)

9/4/18

7/1/18 to 

7/31/18 $15,407.70 $13,866.93 $0.00 $13,866.93 $0.00

Fourteenth

9/24/18

8/1/18 to 

8/31/18 $295,969.50 $266,372.55 $10,718.74 $266,372.55 $10,718.74

Fifteenth

10/4/18

9/1/18 to 

9/30/18 $308,498.00 $277,648.20 $9,489.77 $277,648.20 $9,489.77

Fifteenth

(Puerto 

Rico)

10/4/18

9/1/18 to 

9/30/18 $16,394.40 $14,754.96 $0.00 $14,754.96 $0.00

Totals: $1,081,438.70 $973,294.83 $28,931.16 $973,294.83 $28,931.16

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4

Additional information required pursuant to the United States Trustee Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by 

Attorneys in Larger Chapter 11 Cases issued by the Executive Office for the United States 

Trustee:

Blended Rate in This Application for All 

Attorneys

$759.002

Blended Rate in This Application for All 

Timekeepers

$733.78

Compensation Sought in this Application 

Already Paid Pursuant to Monthly 

Compensation Statements but Not Yet 

Allowed

$973,294.83

Expenses Sought in this Application Already 

Paid Pursuant to Monthly Compensation 

Statements but Not Yet Allowed

$28,931.16

Number of Professionals Included in this 

Application3

56

Number of Professionals in This Application 

NOT Included in Staffing Plan Approved by 

Client4

N/A

If Applicable, the Difference Between Fees 

Budgeted and Compensation Sought for This 

Application Period

N/A

Number of Professionals Billing Fewer than 15

Hours to the Case During This Application 

Period

34

Any Rates Higher than Those Approved or 

Disclosed when Retained? If yes, calculate 

and disclose the total compensation sought in 

this Application using the rates originally 

disclosed at retention.

No. As explained in the Second Interim 

Application (as defined below), rates increased 

in accordance with Proskauer’s engagement 

letter on January 1, 2018. Rates have not 

increased during the Compensation Period.

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

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

Application, only includes non-attorneys. 

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

Compensation Period was 59, and thus the actual number of timekeepers was 3 fewer than anticipated.

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5

Schedule 2

Summary of Professional Services Rendered by 

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

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

PARTNERS

Ashton, Ann M. Litigation – 1980 $759 2.50 $1,897.50

Barak, Ehud BSGR&B6 – 2010 $759 303.80 $230,584.20

Bienenstock, Martin J. BSGR&B – 1978 $759 44.40 $33,699.60

Brenner, Guy Labor & 

Employment – 2002 $759 0.80 $607.20

Campana, Kristen V. Corporate – 2000 $759 30.20 $22,921.80

Corn, Richard M. Tax - 2005 $759 8.90 $6,755.10

Dale, Margaret A. Litigation – 1990 $759 13.00 $9,867.00

Faust, Scott A. Labor & 

Employment – 1985 $759 2.80 $2,125.20

Febus, Chantel L. Litigation – 2003 $759 4.00 $3,036.00

Ferrara, Ralph C. Litigation – 1970 $759 40.30 $30,587.70

Firestein, Michael A. Litigation – 1983 $759 15.00 $11,385.00

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

increased during this Compensation Period.

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

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6

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Hamburger, Paul M. Labor & 

Employment – 1985 $759 0.30 $227.70

Hamilton, Martin T. Tax - 2004 $759 1.60 $1,214.40

Harris, Mark Litigation – 1992 $759 2.40 $1,821.60

Levitan, Jeffrey W. BSGR&B – 1983 $759 36.40 $27,627.60

Mashberg, Gregg M. Litigation – 1978 $759 8.70 $6,603.30

Mungovan, Timothy W. Litigation – 1994 $759 15.90 $12,068.10

Possinger, Paul V. BSGR&B – 1993 $759 214.40 $162,729.60

Rappaport, Lary Alan Litigation – 1979 $759 27.20 $20,644.80

Ratner, Stephen L. Litigation – 1975 $759 5.00 $3,795.00

Richman, Jonathan E. Litigation – 1984 $759 2.90 $2,201.10

Weise, Steven O. Corporate – 1974 $759 71.90 $54,572.10

Total for Partners: 852.40 $646,971.60

SENIOR COUNSEL

Galler, Jonathan Litigation – 2004 $759 0.60 $455.40

Total for Senior Counsel: 0.60 $455.40

ASSOCIATES

Bargoot, Alexandra V. Litigation – 2016 $759 6.60 $5,009.40

Bowman, Courtney M. Litigation – 2013 $759 16.80 $12,751.20

Chalett, Zachary Litigation – 2017 $759 7.30 $5,540.70

Clark, Brandon C. Litigation – 2014 $759 2.00 $1,518.00

Desatnik, Daniel S. BSGR&B – 2016 $759 148.40 $112,635.60

Esses, Joshua A. Corporate – 2017 $759 0.40 $303.60

Kim, Mee R. Litigation – 2016 $759 35.30 $26,792.70

Kurland, Zachary R. Corporate – 2009 $759 27.90 $21,176.10

Ma, Steve BSGR&B – 2014 $759 45.10 $34,230.90

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7

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Ma, Xiaoyang Tax – 2018 $759 3.70 $2,808.30

Morris, Matthew J. Litigation – 2000 $759 41.30 $31,346.70

Rainwater, Shiloh Litigation – 2017 $759 4.50 $3,415.50

Roberts, John E. Litigation – 2009 $759 3.30 $2,504.70

Simon, David V. Corporate – 2016 $759 0.90 $683.10

Skellet, Alexandra K. Litigation – 2003 $759 1.50 $1,138.50

Stafford, Laura Litigation – 2012 $759 29.50 $22,390.50

Stevens, Elliot R. BSGR&B – 2018 $759 109.90 $83,414.10

Theodoridis, Chris BSGR&B – 2011 $759 33.80 $25,654.20

Webb, Jeramy D. BSGR&B – 2015 $759 1.10 $834.90

Wolf, Lucy Litigation – 2017 $759 4.10 $3,111.90

Zajac, Jared BSGR&B – 2009 $759 0.30 $227.70

Zerjal, Maja BSGR&B – 2012 $759 22.60 $17,153.40

Total for Associates: 546.30 $414,641.70

LAW CLERKS

Carino, Elisa Litigation Law 

Clerk – N/A $260 3.40 $884.00

Mazurek, Carl Litigation Law 

Clerk – N/A $260 0.30 $78.00

Total for Law Clerks: 3.70 $962.00

PARAPROFESSIONALS

Dillon, Emma Litigation

Paralegal – N/A $260 5.10 $1,326.00

Geary, Laura M. Litigation

Paralegal – N/A $260 0.60 $156.00

Giddens, Magali

BSGR&B

Paralegal – N/A

$260 12.00 $3,120.00

Henderson, Laurie A. Professional 

Resources – N/A $260 0.60 $156.00

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8

NAME OF 

PROFESSIONAL

(in alphabetical order)

DEPARTMENT

AND YEAR 

ADMITTED

HOURLY 

RATE5

TOTAL 

HOURS 

BILLED

(in this 

application)

FEES 

BILLED

Monforte, Angelo Litigation 

Paralegal – N/A

$260 3.80 $988.00

Petrov, Natasha

BSGR&B 

Paralegal – N/A $260 19.40 $5,044.00

Sherman, Tayler M. Litigation

Paralegal – N/A

$260 0.50 $130.00

Silvestro, Lawrence T. Litigation 

Paralegal – N/A $260 1.10 $286.00

Tarrant, Christopher M.

BSGR&B 

Paralegal – N/A

$260 27.70 $7,202.00

Totals for Paraprofessionals: 70.80 $18,408.00

PROFESSIONALS

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Attorneys, Law Clerks, and 

Paraprofessional Totals: 1,473.80 $1,081,438.70

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9

Schedule 3

Summary of Professional Services Rendered by Project 

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

PROJECT 

CATEGORY DESCRIPTION HOURS FEES SOUGHT

201

Tasks Relating to the Board, its 

Members, its Staff, its Advisors or its 

Consultants

78.30 $59,429.70

202 Legal Research 30.10 $22,696.20

203 Hearings and Other Non-Filed 

Communications with the Court 3.20 $2,428.80

204 Communications with Claimholders 226.90 $172,217.10

205

Communications with the Commonwealth, its 

Instrumentalities or Representatives of the 

Commonwealth or its Instrumentalities

65.70 $49,866.30

206 Documents Filed on Behalf of the Board 180.80 $134,981.70

207 Non-Board Court Filings 38.90 $29,525.10

208 Stay Matters 44.30 $33,623.70

209 Adversary Proceeding 0.90 $683.10

210 Analysis and Strategy 271.50 $205,769.10

211 Non-Working Travel Time 9.50 $7,210.50

212 General Administration 13.90 $3,813.60

213 Labor, Pension Matters 22.70 $17,229.30

214 Legal/Regulatory Matters 1.40 $1,062.60

215 Plan of Adjustment and Disclosure Statement 328.20 $245,111.80

216 Confirmation 4.30 $3,263.70

217 Tax 12.70 $9,639.30

218 Employment and Fee Applications 78.70 $38,176.50

219 Appeal 61.80 $44,710.60

Total for All Project Categories: 1,473.80 $1,081,438.70

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10

Schedule 4

Summary of Actual and Necessary Expenses Incurred 

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

EXPENSE CATEGORY AMOUNTS

Airplane $2,578.69 

Food Service/Conf. Dining $2,234.11 

Lexis/Westlaw $19,737.00 

Litigation Support/Docketing $613.36 

Lodging $2,618.17

Other Database Research $43.82 

Out of Town Meals $51.81 

Out of Town Transportation $55.47 

Printing, Binding, etc. $109.75 

Reproduction $480.60 

Taxi, Carfare, Mileage and Parking $242.85 

Taxicab/Car Service $165.53 

Total: $28,931.16

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11

Schedule 5

Blended Rate Chart

CATEGORY OF 

TIMEKEEPER

BLENDED HOURLY RATE

BILLED 

Domestic offices in which timekeepers 

collectively billed at least 10% of 

the hours to the bankruptcy case 

during the application period, for 

preceding year, excluding bankruptcy

BILLED

In this fee application7

Partners $1,153 $759

Senior Counsel $978 $759

Associates (7 or more years 

since first admission) $879 $759

Associates (4-6 years since 

first admission) $824 $759

Associates (1-3 years since 

first admission) $685 $759

Law Clerks $545 $260

Paraprofessionals $301 $260

Other $472 $260

All Timekeepers 

Aggregated: $854 $734

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

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

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

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

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Document Page 11 of 54
Estimated Hearing Date: March 13, 2019 at 9:30 a.m. (Atlantic Standard Time)

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

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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

PROMESA

Title III

Case No. 17 BK 3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

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

PROMESA

Title III

Case No. 17 BK 4780-LTS

This Application relates only to 

PREPA, and shall be filed in the

lead Case No. 17 BK 3283-LTS,

and PREPA’s Title III Case 

(Case No. 17 BK 4780-LTS)

FOURTH INTERIM FEE APPLICATION OF PROSKAUER 

ROSE LLP FOR COMPENSATION FOR SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES INCURRED AS ATTORNEYS FOR THE 

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO,

AS REPRESENTATIVE OF THE DEBTOR, PUERTO RICO ELECTRIC POWER 

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

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

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

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

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

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

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

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

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

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

software limitations.)

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2

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

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

Electric Power Authority (the “Debtor” or “PREPA”) pursuant to section 315(b) of the Puerto 

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

2 hereby submits this 

fourth interim application (the “Application”),3 pursuant to PROMESA sections 316 and 317, 

Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),4 Rule 2016-1 

of the Local Bankruptcy Rules for the United States Bankruptcy Court for the District of Puerto 

Rico (the “Local Rules”), and the United States Trustee Guidelines for Reviewing Applications 

for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in 

Larger Chapter 11 Cases issued by the Executive Office for the United States Trustee, 28 CFR 

Part 58, Appendix B (the “Guidelines”), and in accordance with this Court’s Second Amended 

Order Setting Procedures for Interim Compensation and Reimbursement of Expenses of 

Professionals [Case No. 17 BK 3283-LTS, ECF No. 3269] (the “Interim Compensation Order”), 

for (a) allowance of interim compensation for professional services performed by Proskauer for 

the period commencing June 1, 2018 through and including September 30, 2018 (the 

“Compensation Period”) in the amount of $1,081,438.70, $1,043,868.20 of which represents fees 

earned outside of Puerto Rico and $37,570.50 of which represents fees earned in Puerto Rico, and 

(b) reimbursement of its actual and necessary expenses in the amount of $28,931.16 incurred 

during the Compensation Period. In support of the Application, Proskauer respectfully avers as 

follows:

 2 PROMESA has been codified in 48 U.S.C. §§ 2101-2241.

3 The Application solely pertains to fees and expenses incurred with respect to the Debtor’s Title III Case and does 

not address fees or expenses incurred with respect to other services performed for the Oversight Board (a) on 

behalf of other Title III debtors, or (b) outside the Title III process.

4 The Bankruptcy Rules are made applicable to the Debtor’s Title III Case pursuant to PROMESA section 310.

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3

Jurisdiction

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

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

2. Venue is proper in this district pursuant to PROMESA section 307(a).

3. The statutory predicates for the relief requested herein are PROMESA sections 316 

and 317. 

Background

4. On June 30, 2016, the Oversight Board was established under PROMESA section 

101(b). On August 31, 2016, President Obama appointed the Oversight Board’s seven voting 

members.

5. Pursuant to PROMESA section 315, “[t]he Oversight Board in a case under this 

subchapter is the representative of the debtor” and “may take any action necessary on behalf of 

the debtor to prosecute the case of the debtor, including filing a petition under section [304] of 

[PROMESA] . . . or otherwise generally submitting filings in relation to the case with the court.” 

PROMESA § 315(a), (b).

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

entity” under PROMESA section 101(d).

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

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

above.

8. On July 2, 2017, the Oversight Board issued a restructuring certification pursuant 

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

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

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4

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

representative in the Debtor’s Title III Case.

9. Background information regarding the Debtor and the commencement of the 

Debtor’s Title III Case is contained in the Notice of Filing of Statement of Oversight Board 

Regarding PREPA’s Title III Case [Case No. 17 BK 4780-LTS, ECF No. 2].

10. On December 15, 2017, Proskauer filed the First Interim Fee Application of 

Proskauer Rose LLP for Compensation for Services Rendered and Reimbursement of Expenses 

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

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

through September 30, 2017 [Case No. 17 BK 3283-LTS, ECF No. 2053] (the “First Interim 

Application”). 

11. On April 9, 2018, Proskauer filed the Second 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 October 1, 

2017 through January 31, 2018 [Case No. 17 BK 3283-LTS, ECF No. 2876] (the “Second

Interim Application”). 

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

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

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

of the Debtor, Puerto Rico Electric Power Authority, for the Period February 1, 2018 through 

May 31, 2018 [Case No. 17 BK 3283-LTS, ECF No. 3582] (the “Third Interim Application”). 

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

Compensation Order) its twelfth monthly fee statement for the period June 1, 2018 through June 

30, 2018. On September 4, 2018, Proskauer served on the Notice Parties its thirteenth monthly 

fee statement for the period July 1, 2018 through July 31, 2018. On September 24, 2018, 

Proskauer served on the Notice Parties its fourteenth monthly fee statement for the period August 

1, 2018 through August 31, 2018. On October 4, 2018, Proskauer served on the Notice Parties its 

fifteenth monthly fee statement for the period September 1, 2018 through September 30, 2018.

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

foregoing summary, Proskauer has requested an aggregate payment of $1,002,225.99 (payment of

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

(100%) of expenses incurred) and has received $1,002,225.99 with respect to fee statements filed 

during the Compensation Period.

Summary of Services Rendered by Proskauer During the Compensation Period

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

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

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

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

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

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

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

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

and spearhead economic growth. The Compensation Period (which ended September 30, 2018) 

continued and manifested significant progress achieved during the first, second, and third interim 

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compensation periods. In the first interim period, Proskauer transitioned the Commonwealth and 

certain of its instrumentalities to Title III, and, among other things, proposed and negotiated a 

mechanism to resolve the Commonwealth-COFINA dispute over which entity owns billions of 

dollars of sales and use tax revenues, and successfully defended against attempts by creditors to 

(a) seize the toll revenues HTA needed to maintain the Commonwealth’s transportation system 

and (b) seize PREPA and its revenues by putting PREPA in the hands of a receiver. In the second 

interim period, in the face of the devastation wrought by Hurricanes Irma and Maria, Proskauer 

worked with the Oversight Board’s officers and other professionals to assess the situation, take 

actions to ensure the provision of basic services, and reformulate restructuring initiatives to reflect 

the changing economic landscape. Proskauer also successfully defended against numerous 

creditor efforts to enjoin the Oversight Board from proceeding toward a plan of adjustment based 

on the certified fiscal plan and to seize many revenue streams. In the third interim period, 

Proskauer secured emergency authorization for the Commonwealth to lend $300 million to 

PREPA on a superpriority basis, despite significant opposition by creditor groups, and continued 

its leading role in assisting the Oversight Board with the development, certification, and defense 

of revised fiscal plans that provide the blueprint for Puerto Rico’s future prosperity and fiscal 

responsibility. Proskauer also successfully defended against numerous creditor efforts to delay or 

frustrate the debtors’ restructurings during these periods. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

seeking to terminate the automatic stay.

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

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

Puerto Rico include, among others: 

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

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

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

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

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

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

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

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

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

settlement motion between the Commonwealth and COFINA (the “Settlement 

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

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

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

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

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

economic recovery of the island. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Commonwealth fiscal plan by commencing adversary proceedings, Proskauer worked 

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

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

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

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

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

economic growth to the island of Puerto Rico.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

withdrawn with prejudice. 

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

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

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

wholesale production of documents relating to the development of fiscal plans was 

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

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

During the Compensation Period, Proskauer worked with the various interested 

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

discovery process. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

against the Oversight Board prohibiting them from implementing and enforcing policy 

recommendations contained in a certified fiscal plan or budget. This action threatened 

to substantially curtail the Oversight Board’s authority under PROMESA and 

significantly jeopardize the restructuring of Puerto Rico and the island’s economic and 

fiscal future. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

responsibility once more. 

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

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

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

appeal. 

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

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

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

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

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

Oversight Board overreached its powers by demanding the Legislative Assembly 

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

budget and (ii) an injunction prohibiting the Oversight Board from implementing its FY 

2018-19 budget and requiring it to instead certify the FY 2018-19 budget approved by 

the Legislative Assembly.

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

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

Proskauer worked day and night researching responses, formulating arguments in 

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

Complaint (as well as responses to certain motions to intervene filed by various partiesin-interest). On July 18, 2018, Proskauer filed a motion to dismiss the Rivera-Schatz 

Complaint. On July 21, 2018, the Legislative Assembly filed an opposition to the 

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

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

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

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On August 7, 2018, the Court issued a ruling dismissing all counts of the Rivera-Schatz 

Complaint and adopting many of the positions argued by Proskauer on behalf of the 

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

the Governor, Proskauer’s success in disposing of the Rivera-Schatz Complaint is

critical in ensuring the Oversight Board can carry out its statutory mandate and restore 

Puerto Rico’s fiscal responsibility. 

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

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

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

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

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

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

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

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

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

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

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

Commonwealth and federal securities laws and Commonwealth negligence, fiduciary 

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

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

on August 6, 2018.

• Assured Guaranty Corp., et al. v. Commonwealth of Puerto Rico, et al., Adv. Proc. No. 

18-00059: On May 24, 2018, plaintiffs filed a complaint alleging the revised fiscal plan

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

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

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

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

The plaintiffs seek a declaratory judgment the Oversight Board cannot use the revised 

fiscal plan as a basis for proposing a plan of adjustment in the Debtor’s Title III Case. 

Proskauer, working with the other defendants, researched, prepared and filed an urgent 

motion to stay the litigation on June 25, 2018, arguing that the complaint in this 

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

Assurance Corp. v. Commonwealth of Puerto Rico, et. al., Adv. Proc. No. 17-00159, in 

which the Court granted a motion to dismiss that is currently on appeal in the First 

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

the First Circuit.

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

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

declaratory judgment that PROMESA is unlawful under various provisions of domestic 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

amended complaint.

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

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

of Puerto Rico whose only asset is beachfront land comprising approximately 1,300 

acre located in the Municipality of Loíza. The Commonwealth commenced eminent 

domain proceedings in 2008, but eventually voluntarily dismissed the proceedings 

without prejudice due to a lack of resources to litigate or pay PFZ. PFZ seeks a 

declaration that the Commonwealth effected a regulatory taking of the property for 

which the Takings Clause of the Fifth Amendment of the U.S. Constitution requires just 

compensation in the amount of $75.55 million. PFZ also seeks interest plus attorney’s 

fees on account of the Commonwealth’s conduct. Proskauer spent considerable time 

and effort negotiating with PFZ in an attempt to obtain a consensual resolution of this 

case. Eventually, a stipulation was reached with PFZ under which PFZ agreed to 

dismiss its complaint with prejudice, on certain conditions.

• PBJL Energy Corp. v. Puerto Rico Electric Power Authority, Adv. Proc. No. 18-00063: 

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

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

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

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

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

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

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

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

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

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

Corrupt Organizations Act seeking treble damages. After researching the issues raised 

in the complaint, Proskauer filed a motion to dismiss the case on October 15, 2018.

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

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

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

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

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

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

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

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

14, 2018.

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

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

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

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

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

pursuant to PROMESA are unconstitutional under the Thirteenth and Fifteenth 

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

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

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

authority under PROMESA. Proskauer expended considerable effort analyzing the 

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

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

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

The deadline to file an answer to the second amended complaint is November 30, 2018.

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

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

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

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

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

Board overstepped its statutory authority by certifying fiscal plans and budgets 

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

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

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

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

on October 4, 2018.

19. As part of Proskauer’s involvement in the above matters, Proskauer

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

prepared for hearings; (c) researched jurisprudence regarding proposed plan issues, including 

bankruptcy and U.S. Constitutional issues; and (d) performed a myriad of other professional 

services as described in this Application and reflected in Schedule 3 and Exhibit B.

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

Compensation Order, of $1,081,438.70 as compensation for professional services rendered, 

$1,043,868.20 of which represents fees earned outside of Puerto Rico and $37,570.50 of which 

represents fees earned in Puerto Rico, and $28,931.16 as reimbursement for actual and necessary 

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expenses incurred during the Compensation Period in connection with such professional services. 

Notably, the Application reflects aggregate voluntary reductions made during the Compensation 

Period to Proskauer’s request for compensation and reimbursement of expenses in the amount of 

$15,730.20 and $11,881.07 respectively, on top of the sizeable discount embedded in its 

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

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

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

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

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

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

attached hereto as Exhibit B.

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

hereto as Exhibit D.

5

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

paraprofessionals performing services for the Oversight Board with respect to the Debtor during 

the Compensation Period is set forth on Schedule 2. During the Compensation Period, Proskauer 

billed the Oversight Board for time expended by attorneys based on a set rate of $759 per hour.6 

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

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

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

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

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

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

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

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

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

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

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

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

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

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The professional services performed by Proskauer on behalf of the Oversight Board as 

representative of the Debtor during the Compensation Period required an aggregate expenditure 

of 853.00 recorded hours by Proskauer’s partners and counsel; 546.30 recorded hours by 

associates; 3.70 recorded hours by law clerks;7 and 70.80 recorded hours by paraprofessionals. 

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

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

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

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

Proskauer, as set forth in Schedule 2, are in accordance with the firm’s existing billing rates and 

procedures in effect during the Compensation Period, as revised to reflect Proskauer’s 

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

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

reflect the unique circumstances of PROMESA and the position of the Commonwealth of Puerto 

Rico, its instrumentalities, and its residents. Schedules 2 and 5 show the rates Proskauer charges 

on an hourly basis are below the competitive market rates for bankruptcy and non-bankruptcy 

matters charged by the other professionals representing the Commonwealth and statutory 

committees. No Proskauer rates are increased as a result of the geographic location of a 

bankruptcy case.

 

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

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

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

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

during this Compensation Period.

7 Law clerks are incoming attorneys who have not yet been admitted or sworn into the bar. Once admitted and 

sworn into the bar, the timing of which varies on an individual- and jurisdictional-basis, such individuals are 

reclassified and billed as associates beginning on the first day of the month following such admission.

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

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

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

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

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

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

not bill time or expenses for that Project Category during the Compensation Period, but may bill 

time for that Project Category in the future.

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

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

Guidelines paragraph C.5:

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

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

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

please explain.

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

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

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

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

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

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

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

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

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

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

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

fees.

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

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

Response: No.

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

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

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

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would not be compensable outside of bankruptcy and does not include 

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

hours and fees.

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

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

preparation of monthly fee statements. However, the Application does 

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

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

application efforts. Proskauer expended approximately 26.10 hours for a 

total charge of approximately $19,809.90 in performing activities relating 

to such preparation, or approximately 1.83% of total fees incurred.

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

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

quantify by hours and fees.

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

concerns. However, the Application does include time related to 

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

mediation confidentiality.

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

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

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

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

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

consistent with ABA Formal Ethics Opinion 11-458?

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

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

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

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

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

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

increased during this Compensation Period.

Hearings and Conferences

26. Proskauer attorneys attended hearings and participated in numerous 

teleconferences with the Oversight Board, the Board’s other professional advisors, AAFAF and 

its professional advisors, the Unsecured Creditors’ Committee and its professional advisors, the 

Official Committee of Retired Employees and its professional advisors, and the Debtor’s creditors

and their professional advisors. Proskauer attorneys also participated in internal meetings and 

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conferences. The Debtor’s Title III Case poses complex, often interrelated issues that frequently 

require the attendance of more than one professional at hearings and conferences. This facilitates 

the sharing of information among professionals handling different but related work streams and 

possessing different areas of expertise that is brought to bear on a multitude of issues. Having 

more than one Proskauer attorney participate in hearings and conferences is often essential when 

one attorney is not handling every issue, and is beneficial to the Oversight Board when attendance 

by more than one attorney (telephonic and/or in-person) reduces the need for internal de-briefing 

meetings and therefore allows Proskauer to represent the Debtor in a more cost-efficient manner 

that avoids unnecessary duplication and expense. Proskauer limits multiple participation to the 

most critical work streams for which attendance by more than one professional is actually 

necessary to provide efficient and appropriate representation for the Debtor.

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

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

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

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

with meaningful speaking roles and (ii) one additional timekeeper per speaker, are presumed noncompensable. Likewise, for monitoring hearings (whether in person or by telephone) in which 

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

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

Period (June 2018 through September 2018), Proskauer continued to strive to staff hearings and 

events efficiently and leanly, utilizing timekeepers with actual or potential speaking roles, 

necessary supporting timekeepers, and, in some instances, additional timekeepers for the purposes 

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of monitoring strategic issues. During the relevant time period, Proskauer staffed the following 

hearings as follows:

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

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

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

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

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

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

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

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

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

relevant to the hearing.

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

Appeal. Five timekeepers invoiced efforts in connection with attending this event: (1) 

Martin J. Bienenstock presented the oral argument; (2) John E. Roberts provided 

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

additional logistical and organizational support to Mr. Bienenstock. Additionally, 

Jeffrey W. Levitan, who had presented argument to the First Circuit earlier in the day in 

the Peaje matter, invoiced for monitoring a portion of the oral argument, and Michael 

A. Firestein invoiced efforts for telephonically monitoring a portion of the oral 

argument. Given the scope of the arguments presented and the significance of the 

issues, it is Proskauer’s position that the variance from the presumptive standard – three 

additional supporting timekeepers – is justified. Ms. Wolf’s supporting role was not 

duplicative of Mr. Roberts’ strategic advising role, and she had played a lead role in 

preparing the supporting materials relevant to the hearing. Mr. Levitan’s attendance 

efforts were minimal (0.70 hours) and were directly related to monitoring the First 

Circuit’s handling of issues overlapping with his role in the Peaje matter. Mr. 

Firestein billed minimal efforts to telephonically monitor a portion of the hearing (0.60 

hours) for purposes of assessing broader strategic issues. Had the monitoring 

timekeepers not attended a portion of the hearing telephonically, each timekeeper 

would have incurred additional time reviewing the transcript of this proceeding.

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

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

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

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

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

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

with the presumptive standards.

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

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

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

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

- complies with the presumptive standards.

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

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

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

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

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

presumptive standards.

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

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

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

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

and Daniel Desatnik. Four additional timekeepers invoiced minimal efforts to 

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

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

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

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

additional timekeepers beyond the presumptive standards -- four additional timekeepers 

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

minimal and tailored to inform strategic issues across other related matters.

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

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

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

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

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

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

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

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

and justified under the circumstances given the scope and breadth of the hearing and 

issues under discussion. For example, the additional timekeepers monitored the 

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

for purposes of informing and shaping strategic considerations across all matters. In 

fact, it would have been counterproductive and wasteful for the additional timekeepers 

to await the hearing transcript; their real-time ingestion of how the court and counsel 

addressed certain issues affected strategic issues contemporaneously facing each 

timekeeper.

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

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

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

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

Professionals Billing Fewer Than Five Hours per Month

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

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

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

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

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

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

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

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

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

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

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

requires pulling in professionals from different work streams to assist on time-sensitive matters.8

Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Ashton, Ann M. June - August

Ms. Ashton is a partner in Proskauer’s 

litigation department who advised on

mediation strategy in the Vitol adversary 

proceeding.

Bargoot, Alexandra V. July

Ms. Bargoot is an associate in Proskauer’s 

litigation department who assisted with 

analyzing litigation strategy in the PBJL 

Energy adversary proceeding.

 8 Many of the professionals listed below have billed substantially more time on other matters related to Proskauer’s 

representation of the Oversight Board, including matters within and without PROMESA Title III.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Bowman, Courtney M. July -

September

Ms. Bowman is an associate in Proskauer’s 

litigation department who assisted with legal 

research and with analyzing an intervention 

motion in the Rivera adversary proceeding. 

Brenner, Guy September

Mr. Brenner is a partner in Proskauer’s labor & 

employment department who advised on the 

litigation strategy in the UTIER v. PREPA

adversary proceeding.

Campana, Kristen V. September

Ms. Campana is a partner in Proskauer’s 

corporate department who advised on the 

proposed restructuring support agreement.

Carino, Elisa September

Ms. Carino is a law clerk in Proskauer’s 

litigation department who assisted with 

drafting an answer to the amended complaint 

in the UTIER v. PREPA CBA adversary 

proceeding.

Chalett, Zachary August,

September

Mr. Chalett is an associate in Proskauer’s 

litigation department who assisted with

analyzing appellate issues in the Debtor’s cases

pending in the First Circuit Court of Appeals.

Clark, Brandon C. September 

Mr. Clark is an associate in Proskauer’s 

litigation department who assisted with legal 

research and analysis related to the remand 

motion in the Vitol adversary proceeding. 

Corn, Richard M. August

Mr. Corn is a partner in Proskauer’s tax 

department who advised on tax-related issues 

in connection with the proposed restructuring 

and transformation of the Debtor. 

Dale, Margaret A. June - August

Ms. Dale is a partner in Proskauer’s litigation 

department who advised on the litigation 

strategy in the PREC and PBLJ Energy

adversary proceedings. 

Esses, Joshua A. August 

Mr. Esses is an associate in Proskauer’s 

corporate department who assisted with 

analyzing collective bargaining agreements in 

connection with the proposed restructuring and 

transformation of the Debtor.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Faust, Scott A. August

Mr. Faust is a partner in Proskauer’s labor & 

employment department who advised on 

collective bargaining related issues.

Febus, Chantel L. August, 

September

Ms. Febus is a partner in Proskauer’s litigation 

department who advised on the appellate 

strategy in the UTIER Appointments Clause 

proceeding in the First Circuit Court of 

Appeals.

Ferrara, Ralph C. June, August

Mr. Ferrara is a partner in Proskauer’s 

litigation department who advised on litigation 

and appellate strategy in multiple of the 

Debtor’s adversary proceedings.

Firestein, Michael A. June - August

Mr. Firestein is a partner in Proskauer’s 

litigation department who advised on litigation 

and appellate strategy in multiple of the 

Debtor’s adversary proceedings.

Galler, Jonathan September

Mr. Galler is a senior counsel in Proskauer’s 

litigation department who advised on the 

discovery strategy and on response to UTIER’s

Rule 2004 request.

Giddens, Magali June, August

Ms. Giddens is a paralegal in Proskauer’s 

BSGR&B group who assisted with various

case management related tasks.

Geary, Laura M. September

Ms. Geary is a paralegal in Proskauer’s 

litigation department who assisted with various 

case management related tasks.

Hamburger, Paul M. June

Mr. Hamburger is a partner in Proskauer’s 

labor & employment department who advised 

on the Debtor’s pension liabilities issues.

Hamilton, Martin T. September

Mr. Hamilton is a partner in Proskauer’s tax 

department who advised on tax implications of 

the proposed restructuring support agreement

and related transactions.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Harris, Mark June, August

Mr. Harris is a partner in Proskauer’s litigation 

department who advised on the appellate 

strategy in connection with the receiver 

motions and the UTIER Appointments Clause 

proceedings in the First Circuit Court of 

Appeals.

Henderson, Laurie A. June, 

September

Ms. Henderson is a docketing administrator in 

Proskauer’s litigation department who assisted 

with docket research and filing.

Kim, Mee R. August, 

September

Ms. Kim is an associate in Proskauer’s 

litigation department who assisted with an 

Oversight Board call relating to PREPA’s

transformation and with analyzing a proposed 

response to UTIER’s Rule 2004 request. 

Kurland, Zachary P. July

Mr. Kurland is an associate in Proskauer’s 

corporate group who assisted with analyzing

the Debtor’s financing and with drafting 

amendments to related agreements.

Ma, Steve August

Mr. Ma is an associate in Proskauer’s 

BSGR&B group who assisted with the analysis 

of lift-stay matters relating to the Debtor. 

Ma, Xiaoyang September

Ms. Ma is an associate in Proskauer’s tax 

department who assisted with analyzing taxrelated issues in connection with the Debtor’s 

proposed disclosure statement. 

Mashberg, Gregg M. June -

September

Mr. Mashberg is a partner in Proskauer’s 

litigation department who advised on litigation 

strategy in multiple of the Debtor’s adversary 

proceedings.

Mazurek, Carl June

Mr. Mazurek is a law clerk in Proskauer’s 

litigation department who assisted with legal 

research on the Debtor’s pension issues.

Monforte, Angelo June, August, 

September

Mr. Monforte is a paralegal in Proskauer’s 

litigation department who assisted with various 

case management related tasks.

Morris, Matthew J. August

Mr. Morris is an associate in Proskauer’s 

litigation department who assisted with 

analyzing collective bargaining issues.

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Mungovan, Timothy 

W.

July -

September

Mr. Mungovan is a partner in Proskauer’s 

litigation department who advised on appellate 

and litigation strategy in multiple of the 

Debtor’s adversary proceedings. 

Petrov, Natasha July, August

Ms. Petrov is a paralegal in Proskauer’s 

BSGR&B group who assisted with drafting 

Proskauer’s interim fee applications.

Rainwater, Shiloh July

Mr. Rainwater is an associate in Proskauer’s 

corporate department who assisted with 

research and analysis in the PREC adversary 

proceeding. 

Rappaport, Lary Alan August

Mr. Rappaport is a partner in Proskauer’s 

litigation department who advised on the 

litigation strategy the Rivera adversary 

proceeding.

Ratner, Stephen L. June -

September

Mr. Ratner is a partner in Proskauer’s litigation 

department who advised on appellate and 

litigation strategy in multiple of the Debtor’s 

adversary proceedings.

Richman, Jonathan E. July -

September

Mr. Richman is a partner in Proskauer’s 

litigation department who advised on the 

appellate and litigation strategy in multiple of 

the Debtor’s adversary proceedings.

Roberts, John E. June, August

Mr. Roberts is an associate in Proskauer’s 

litigation department who assisted with oral 

argument on the receiver motion in the First 

Circuit Court of Appeals and with the analysis 

of related appellate issues.

Sherman, Tayler M. June

Ms. Sherman is a paralegal in Proskauer’s 

litigation department who assisted with various 

case management related tasks.

Silvestro, Lawrence T. June

Mr. Silvestro is a paralegal in Proskauer’s 

litigation department who assisted with various 

case management related tasks.

Simon, David September

Mr. Simon is an associate in Proskauer’s 

corporate department who assisted with

drafting the Debtor’s proposed disclosure 

statement and related plan support agreement. 

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Professional

Month(s) in 

which less than 

5 hours were 

billed

Explanation of Why Services 

Were Reasonable and Necessary

Skellet, Alexandra K. August, 

September

Ms. Skellet is an associate in Proskauer’s 

litigation department who assisted with 

analyzing appellate issues in connection with 

the receiver motions and the UTIER

Appointments Clause proceedings in the First 

Circuit Court of Appeals.

Stafford, Laura August 

Ms. Stafford is an associate in Proskauer’s 

litigation department who assisted with 

analysis and research in the PBJL Energy

adversary proceeding. 

Tarrant, Christopher 

M. September

Mr. Tarrant is a paralegal in Proskauer’s 

BSGR&B group who assisted with various 

case management related tasks.

Webb, Jeramy D. June, July

Mr. Webb is an associate in Proskauer’s 

BSGR&B group who assisted with research 

regarding the impairment of the Debtor’s 

bonds.

Wolf, Lucy June, August

Ms. Wolf is an associate in Proskauer’s 

litigation department who assisted during oral 

argument on the receiver motion in the First 

Circuit Court of Appeals and with the analysis 

of related appellate issues.

Zajac, Jared June

Mr. Zajac is an associate in Proskauer’s 

BSGR&B group who advised on appellate 

strategy in connection with the receiver 

motions in the First Circuit Court of Appeals.

Zerjal, Maja July

Ms. Zerjal is an associate in Proskauer’s 

BSGR&B group who assisted with various liftstay motions.

Summary Description of Professional Services

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

professional services rendered by Proskauer during the Compensation Period.

9 Only Project 

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

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

rendered in Puerto Rico.

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

summarized below.

I. Matter No. 33260/022 (PROMESA Title III: PREPA) and No. 33260/030 

(PROMESA Title III: PREPA Puerto Rico)

31. These matter numbers cover time spent relating to the core PREPA Title III case, 

including, for example, time spent relating to mediation, fiscal plan issues, and working on 

disclosure statements or plans of adjustment.

(a) Tasks Relating to the Board, its Members, its Staff, its Advisors or its Consultants 

(Project Category 201)

(Fees: $46,602.60; Hours: 61.40)

(Fees for work performed in Puerto Rico: $8,652.60; Hours: 11.40)

(Aggregate Fees: $55,255.20; Aggregate Hours: 72.80)

32. This Project Category includes time spent communicating with the Oversight 

Board, the Debtor, and their respective representatives, agents, and consultants. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

• Preparing for and participating in weekly calls with the Oversight Board and its 

advisors regarding the status of the Debtor’s restructuring;

• Communicating with the Oversight Board and its other advisors regarding 

proposed revisions to the Debtor’s fiscal plan;

• Communicating with the Oversight Board, the PREPA Subcommittee, and 

with other Oversight Board advisors regarding the Debtor’s transformation 

plan and restructuring, the proposed timeline for the same, and related issues; 

• Communicating with the Oversight Board and its other advisors regarding the 

proposed restructuring support agreement (“RSA”), the status of RSA

negotiations, and related issues;

• Communicating with the Oversight Board and its other advisors regarding 

litigation strategy in the Debtor’s Title III Case, litigation developments, and

related issues; and

• Advising the Oversight Board and its professionals on the progress of 

discussions with creditors.

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(b) Legal Research (Project Category 202)

(Fees: $16,472.40; Hours: 21.90)

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

(Aggregate Fees: $16,472.40; Aggregate Hours: 21.90)

33. This Project Category includes time spent researching and analyzing legal issues 

and drafting internal memoranda analyzing legal issues and/or briefs showing the legal issues 

researched and analyzed, to the extent not expressly covered by another Project Category. 

Specifically, Proskauer attorneys and paraprofessionals spent time researching and analyzing a 

variety of issues related to the Debtor’s proposed restructuring and transformation, including, 

among other things, issues relating to the treatment of retirees, best interest analyses, the 

enforcement of contracts, and definition and impairment of property rights. 

(c) Communications with Claimholders (Project Category 204)

(Fees: $141,477.60; Hours: 186.40)

(Fees for work performed in Puerto Rico: $10,853.70; Hours: 14.30)

(Aggregate Fees: $152,331.30; Aggregate Hours: 200.70)

34. This category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Preparing for and participating in meetings with creditors and other Oversight 

Board professionals regarding PREPA’s transformation and restructuring

options;

• Preparing for and participating in creditor mediation sessions and in bi-weekly 

update calls with the mediator and creditors, as well as reviewing creditors’ 

restructuring proposals and analyzing the potential for settlement;

• Communicating with bondholders and their advisors regarding the Debtor’s 

proposed RSA, conducting analyses and research and relating to the same, and 

revising the preliminary RSA and related press-releases.

(d) Communications with the Commonwealth, its Instrumentalities or Representatives of 

the Commonwealth or its Instrumentalities (Project Category 205)

(Fees: $38,405.40; Hours: 50.60)

(Fees for work performed in Puerto Rico: $1,290.30; Hours: 1.70)

(Aggregate Fees: $39,695.70; Aggregate Hours: 52.30)

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

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representatives in various Title III related matters, to the extent not expressly covered by another 

Project Category. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Communicating with counsel and other advisors to AAFAF regarding 

PREPA’s transformation, RSA, and related restructuring issues;

• Communicating with counsel and other advisors to AAFAF regarding litigation 

strategies in various adversary proceedings; and

• Participating in weekly calls with other advisors to the Debtor regarding the 

Debtor’s Title III Case status, strategy, and related issues.

(e) Analysis and Strategy (Project Category 210)

(Fees: $172,221.30; Hours: 227.30)

(Fees for work performed in Puerto Rico: $4,174.50; Hours: 5.50)

(Aggregate Fees: $176,395.80; Aggregate Hours: 232.80)

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

strategic approach to, the Debtor’s Title III Case, including meetings to discuss strategic case 

considerations, the status of various work streams, and next steps, and (b) all Proskauer internal

meetings, except those specifically dealing with an issue covered by another Project Category. 

(f) Labor, Pension Matters (Project Category 213)

(Fees: $13,662.00; Hours: 18.00)

(Fees for work performed in Puerto Rico: $3,567.30; Hours: 4.70)

(Aggregate Fees: $17,229.30; Aggregate Hours: 22.70)

37. This Project Category includes time spent reviewing employee and retiree benefits 

issues. Specifically, Proskauer attorneys and paraprofessionals spent time:

• Conducting research relating to, analyzing, and discussing issues relating to the 

Debtor’s pension obligations and employees, including among other things, 

issues relating to the Debtor’s collective bargaining agreements and the 

representation of retirees in connection with the Debtor’s proposed 

restructuring and transformation;

• Preparing for and participating in meetings with PREPA’s Retirees’ Trust.

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

(Fees: $245,111.80; Hours: 328.20)

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

(Aggregate Fees: $245,111.80; Aggregate Hours: 328.20)

38. This Project Category includes time spent related to the terms of a proposed plan 

of adjustment for the Debtor, and issues related thereto. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Conferring with the Oversight Board’s and the Debtor’s other advisors;

• Researching various plan of adjustment and transformation related issues, 

including, among other things, issues relating to the potential plan structure, 

debt restructuring proposals, the classification of bonds, and restructuring and 

transformation timelines;

• Conferring with the Oversight Board’s and the Debtor’s other advisors and 

with counsel to bondholders relating to the RSA, as well as revising the RSA 

and related term sheets; and

• Reviewing best-interest analyses, conducting further research, and drafting 

memoranda related to the same.

(h) Tax (Project Category 217)

(Fees: $9,639.30.00; Hours: 12.70)

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

(Aggregate Fees: $9,639.30; Aggregate Hours: 12.70)

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

Specifically, Proskauer attorneys and paraprofessionals spent time reviewing tax-related issues in 

connection with the proposed disclosure statement for the Debtor’s plan of adjustment. 

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

(Fees: $38,176.50; Hours: 78.70)

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

(Aggregate Fees: $38,176.50; Aggregate Hours: 78.70)

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

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

the preparation of monthly fee applications. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Reviewing and analyzing previously submitted Proskauer monthly fee 

statements for compliance with the updated certification requirements of the 

Second Interim Compensation Order and drafting related retroactive principal 

certification letters and sworn declarations regarding tax withholding in Puerto 

Rico; and 

• Preparing Proskauer’s monthly fee statements and drafting Proskauer’s third 

and fourth interim fee applications.

II. Matter No. 33260/031 (PROMESA Title III: PREPA – Appointments Clause) and 

No. 33260/931 (PROMESA Title III: PREPA – Appointments Clause Puerto Rico)

41. These matter numbers cover time spent working on the Appointments Clause 

motions and adversary proceedings filed in the Debtor’s Title III Case, including UTIER v. 

PREPA, Case No. 17-AP-228, and on any appeals related thereto.

(a) Appeal (Project Category 219)

(Fees: $10,818.50; Hours: 15.70)

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

(Aggregate Fees: $10,818.50; Aggregate Hours: 15.70)

42. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the 

extent not expressly covered by another category. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Researching and analyzing procedural matters in the UTIER Appointments 

Clause appellate case in the First Circuit Court of Appeals;

• Reviewing and analyzing appellate briefs, researching appellate strategies, and 

identifying appellate issues and standards of appellate review.

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III. Matter No. 33260/032 (PROMESA Title III: PREPA – Financing Motion) and No. 

33260/932 (PROMESA Title III: PREPA – Financing Motion Puerto Rico)

43. These matter numbers cover time spent working on financing motions in the 

Debtor’s Title III Case.

(b) Analysis and Strategy (Project Category 210)

(Fees: $9,563.40; Hours: 12.60)

(Fees for work performed in Puerto Rico: $303.60; Hours: 0.40)

(Aggregate Fees: $9,867.00; Aggregate Hours: 13.00)

44. This Project Category includes time spent analyzing status reports and financing 

issues in connection with the Debtor’s postpetition financing, as well as reviewing and revising 

related credit agreements, among other things.

IV. Matter No. 33260/054 PREPA Title III: PREC) and No. 33260/954 (PREPA Title III: 

PREC Puerto Rico)

45. These matter numbers cover time spent working on adversary proceedings 

involving the Puerto Rico Energy Commission (“PREC”), including PREPA v. PREC, Case No. 

17-AP-256, and PREC v. FOMB, Case No. 18-AP-021, and any appeals related thereto.

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

(Fees: $8,880.30; Hours: 11.70)

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

(Aggregate Fees: $8,880.30; Aggregate Hours: 11.70)

46. This Project Category includes time spent drafting various pleadings filed on 

behalf of the Debtor in the applicable adversary proceedings, to the extent not expressly covered 

by another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent time

drafting pleadings related to extension of deadlines and other procedural and scheduling issues.

V. Matter No. 33260/055 PREPA Title III: Vitol) and No. 33260/955 (PREPA Title III: 

Vitol Puerto Rico)

47. These matter numbers cover time spent working on adversary proceedings and 

civil cases involving Vitol S.A., including PREPA v. Vitol S.A., Case No. 17-AP-218, PREPA v. 

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Vitol S.A., Case No. 17-AP-221, and Vitol v. Autoridad de Energia Electrica, Case No. 17-AP951, and any appeals thereto.

(a) Communications with Claimholders (Project Category 204) 

(Fees: $12,447.60; Hours: 16.40)

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

(Aggregate Fees: $12,447.60; Aggregate Hours: 16.40)

48. This category includes time spent communicating with the Debtor’s various 

claimholders. Specifically, Proskauer attorneys and paraprofessionals spent time preparing for 

court-ordered mediation of issues relating to the Vitol adversary proceedings.

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

(Fees: $22,390.50; Hours: 29.50)

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

(Aggregate Fees: $22,390.50; Aggregate Hours: 29.50)

49. This Project Category includes time spent drafting various pleadings filed on 

behalf of the Debtor, to the extent not expressly covered by another Project Category. 

Specifically, Proskauer attorneys and paraprofessionals spent time reviewing and analyzing Vitol 

pleadings, conducting research, and drafting a reply to Vitol’s opposition to the Debtor’s motion 

to remand Vitol adversary cross-claims in the PREPA v. Vitol S.A. adversary proceedings.

(c) Non-Board Court Filings (Project Category 207) 

(Fees: $8,424.90; Hours: 11.10)

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

(Aggregate Fees: $8,424.90; Aggregate Hours: 11.10)

50. This Project includes time spent reviewing and commenting on Court orders and 

filings made by other parties in the Debtor’s Title III Case, to the extent not expressly covered by 

another Project Category. Specifically, Proskauer attorneys and paraprofessionals spent time

reviewing and analyzing Vitol’s opposition to the Debtor’s motion to remand Vitol adversary 

cross-claims in the PREPA v. Vitol S.A. adversary proceedings.

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VI. Matter No. 33260/058 PREPA Title III: Receiver Motions) and No. 33260/958 

(PREPA Title III: Receiver Motions Puerto Rico)

51. These matter numbers cover time spent working on motions to appoint a receiver 

at PREPA filed in the Debtor’s Title III Case, and any appeals thereto, including PREPA v. Ad 

Hoc Group of PREPA Bondholders, Case No. 17-2079.

(a) Appeal (Project Category 219)

(Fees: $32,222.30; Hours: 43.90)

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

(Aggregate Fees: $32,222.30; Aggregate Hours: 43.90)

52. This Project Category includes time spent preparing appeals and participating in 

appellate proceedings on behalf of the Oversight Board as representative of the Debtor, to the 

extent not expressly covered by another Project Category. Specifically, Proskauer attorneys and 

paraprofessionals spent time:

• Conducting research for and drafting a Rule 28(j) letter to the First Circuit

Court of Appeals;

• Conducting research preparing for and attending oral argument before the First 

Circuit Court of Appeals on the Debtor’s motion for the appointment of a 

receiver; and 

• Reviewing and analyzing the First Circuit Court of Appeal’s decision on the 

PREPA receiver motion and planning next steps in light of the decision. 

VII. Matter No. 33260/059 PREPA Title III: Miscellaneous) and No. 33260/959 (PREPA 

Title III: Miscellaneous Puerto Rico)

53. These matter numbers cover time spent working on miscellaneous motions and 

adversary proceedings, including, for example, motions for relief from the Title III stay, and any 

appeals thereto.

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

(Fees: $101,688.40; Hours: 134.70)

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

(Aggregate Fees: $101,688.40; Aggregate Hours: 134.70)

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54. This Project Category includes time spent drafting various pleadings filed on 

behalf of the Debtor, to the extent not expressly covered by another Project Category. 

Specifically, Proskauer attorneys and paraprofessionals spent time:

• Conducting research for and drafting an opposition to motions to remand in the 

adversary proceedings Santini v. Rosello Nevares, Case No. 18-AP-053, and 

Rivera v. Commonwealth, Case No. 18-AP-047;

• Conducting research for and drafting responses to intervention motions in the 

Rivera adversary proceeding; and 

• Conducting research for and drafting a motion to dismiss the complaint in the 

adversary proceeding PBJL Energy Corp. v. PREPA, Case No. 18-AP-063. 

(b) Non-Board Court Filings (Project Category 207) 

(Fees: $11,688.60; Hours: 15.40)

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

(Aggregate Fees: $11,688.60; Aggregate Hours: 15.40)

55. This Project Category includes time spent reviewing and commenting on Court 

orders and filings made by other parties in the Debtor’s Title III Case, to the extent not expressly 

covered by another Project Category. Specifically, Proskauer attorneys and paraprofessionals 

spent time:

• Reviewing and analyzing the PBJL Energy adversary complaint;

• Reviewing and analyzing the plaintiffs’ responses to the Debtor’s remand 

motions in the Santini and Rivera adversary proceedings; and

• Reviewing and analyzing intervention motions in the Rivera adversary 

proceeding and the related order from Judge Dein. 

(c) Stay Matters (Project Category 208)

(Fees: $31,270.80; Hours: 41.20)

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

(Aggregate Fees: $31,270.80; Aggregate Hours: 41.20)

56. This Project Category includes time spent analyzing and researching stay issues in 

the Debtor’s Title III Case and drafting various pleadings related to stay issues. Specifically, 

Proskauer attorneys and paraprofessionals spent time:

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• Conducting research for and drafting multiple objections to motions to lift stay 

in the Debtor’s adversary proceedings; and 

• Communicating with counsel for AAFAF and opposing counsel and drafting 

and analyzing stipulations permitting modifications of the stay.

(d) Analysis and Strategy (Project Category 210) 

(Fees: $8,652.60; Hours: 11.40)

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

(Aggregate Fees: $8,652.60; Aggregate Hours: 11.40)

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

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

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

steps, and (b) all Proskauer internal meetings, except those specifically dealing with an issue 

covered by another Project Category. 

* * * *

58. The foregoing professional services performed by Proskauer as attorneys for the 

Oversight Board as representative of the Debtor during the Compensation Period were reasonable, 

necessary, appropriate, and beneficial when rendered, facilitated the effective administration of 

the Debtor’s Title III Case, and were in the best interests of the Oversight Board and the Debtor’s 

creditors, the Commonwealth’s residents, and other stakeholders. Compensation for the 

foregoing services as requested is commensurate with the complexity, importance, and timesensitive nature of the problems, issues, and tasks involved. The professional services were 

performed with expedition and in an efficient manner.

59. In accordance with the factors enumerated in the Bankruptcy Code, the amount of 

fees requested is fair and reasonable given: (a) the complexity of the Debtor’s Title III Case; (b) 

the time expended; (c) the nature and extent of the services rendered; (d) the value of such 

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services; (e) Proskauer’s established expertise in the bankruptcy field; and (f) the costs of 

comparable services other than in a case under the Bankruptcy Code.

Actual and Necessary Expenses of Proskauer

60. Pursuant to the Guidelines, Schedule 4 is Proskauer’s summary of actual and 

necessary expenses incurred on behalf of the Oversight Board as representative of the Debtor 

during the Compensation Period.

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

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

expenses, including: (a) reproduction, (b) online research, (c) delivery services and couriers, 

(d) local travel to and from airports, (e) out-of-town travel and lodging, (f) out-of-town meals, (g) 

litigation support, (h) conference services, and (i) professional services. All expense entries 

detailed in Exhibit B comply with the requirements set forth in the Guidelines, including an 

itemization of the expenses by category, the date the expense was incurred, and the individual 

incurring the expense, where available. The reasons for the expenses are self-explanatory. In 

compliance with Appendix B Guidelines paragraph C.13, the requested expenses are of the kind 

customarily charged to Proskauer’s non-bankruptcy clients and by other comparable 

professionals. 

62. Proskauer generally charges from $0.10 (black and white) to $0.30 (color) per 

page for photocopying expenses. The rates charged by the firm for Westlaw and Lexis 

computerized research vary according to the type of research conducted and the specific files 

researched, but, in any event, Proskauer does not profit from the use of computer assisted legal 

research, as set forth in Schedule 4. As per the Appendix B Guidelines, Proskauer has not 

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

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

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

63. During the Compensation Period, Proskauer has disbursed $28,931.16 as necessary 

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

not incorporated into the firm’s hourly billing rates (because to do so would impose that cost upon 

clients who do not require extensive photocopying and other facilities and services). Only clients 

who actually benefit from services of the kind set forth in Exhibit B are separately charged for 

such services. Proskauer has made every effort to minimize its expenses in the Debtor’s Title III 

Case. The actual expenses incurred in providing professional services were necessary, 

reasonable, and justified under the circumstances to effectively serve the needs of the Debtor in 

its Title III case.

Compensation Paid and Its Source

64. All services for which Proskauer seeks compensation, and expenses for which it 

seeks reimbursement, were performed on behalf of the Oversight Board as representative of the 

Debtor. In connection with the matters covered by this Application, Proskauer received no 

payment and no promises of payment for services rendered, or to be rendered, from any source 

other than the Debtor. There is no agreement or understanding between Proskauer and any other 

person, other than members of the firm, for the sharing of compensation received for services 

rendered in this Title III case.

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

professionals and govern the Court’s award of such compensation. PROMESA §§ 316, 317. 

PROMESA section 316 provides that a court may award a professional person employed by the 

Debtor or the Oversight Board under PROMESA “(1) reasonable compensation for actual, 

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necessary services rendered by the professional person, or attorney and by any paraprofessional 

person employed by any such person; and (2) reimbursement for actual, necessary expenses.” 

PROMESA § 316(a). Section 316 also sets forth the criteria for the award of such compensation 

and reimbursement:

In determining the amount of reasonable compensation to be awarded ... the 

court shall consider the nature, the extent, and the value of such services, 

taking into account all relevant factors, including—

(1) the time spent on such services;

(2) the rates charged for such services;

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

beneficial at the time at which the service was rendered toward the 

completion of, a case under this chapter;

(4) whether the services were performed within a reasonable amount of 

time commensurate with the complexity, importance, and nature of the 

problem, issue, or task addressed;

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

certified or otherwise has demonstrated skill and experience in the 

bankruptcy field; and

(6) whether the compensation is reasonable based on the customary 

compensation charged by comparably skilled practitioners in cases other 

than cases under this subchapter or title 11.

PROMESA §316(c).

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

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

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

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

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

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

Board has reviewed and approved this Application.

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Reservations

67. To the extent time or disbursement charges for services rendered or expenses 

incurred relate to the Compensation Period but were not processed prior to the preparation of this 

Application, or Proskauer has for any other reason not yet sought compensation or reimbursement 

of expenses herein with respect to any services rendered or expenses incurred during the 

Compensation Period, Proskauer reserves the right to request compensation for such services and 

reimbursement of such expenses in a future application.

Notice

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

filed in PREPA’s and the jointly-administered Commonwealth of Puerto Rico’s Title III cases and 

served upon:

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

South, Office 314A, New York, NY 10012, Attn: Professor Arthur J. 

Gonzalez, Oversight Board Member;

(b) attorneys for the Financial Oversight and Management Board as 

representative of The Commonwealth of Puerto Rico, O’Neill & 

Borges LLC, 250 Muñoz Rivera Ave., Suite 800, San Juan, PR 00918-

1813, Attn: Hermann D. Bauer, Esq. (hermann.bauer@oneillborges. 

com);

(c) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory 

Authority, O’Melveny & Myers LLP, Times Square Tower, 7 Times 

Square, New York, NY 10036, Attn: John J. Rapisardi, Esq. 

(jrapisardi@omm.com), Suzzanne Uhland, Esq. (suhland@omm.com),

and Diana M. Perez, Esq. (dperez@omm.com);

(d) attorneys for the Puerto Rico Fiscal Agency and Financial Advisory 

Authority, Marini Pietrantoni Muniz LLC, MCS Plaza, Suite 500, 255 

Ponce de León Ave., San Juan P.R. 00917, Attn.: Luis C. MariniBiaggi, Esq. (lmarini@mpmlawpr.com) and Carolina Velaz-Rivero Esq. 

(cvelaz@mpmlawpr.com); 

(e) the Office of the United States Trustee for the District of Puerto Rico, 

Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re:

In re: Commonwealth of Puerto Rico);

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

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

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

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

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

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

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

(aaneses@cstlawpr.com);

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

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

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

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

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

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

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

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

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

(ajb@bennazar.org); 

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

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

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

Rodríguez Pérez, CPA, Assistant Secretary of Central Accounting 

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

Deputy Assistant Secretary of Internal Revenue and Tax Policy 

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

Secretary of Internal Revenue and Tax Policy 

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

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

pr.gov); 

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

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

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

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

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

(KStadler@gklaw.com).

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

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

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

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amount of $1,081,438.70 (which represents 100% of compensation sought for the Compensation 

Period, including the 10% professional compensation holdback amount), $1,043,868.20 of which 

represents fees earned outside of Puerto Rico and $37,570.50 of which represents fees earned in 

Puerto Rico, and reimbursement for actual and necessary expenses Proskauer incurred in 

connection with such services during the Compensation Period in the amount of $28,931.16; (b) 

directing the Debtor to pay promptly to Proskauer the difference between (i) the amount of 

interim compensation for professional services rendered and reimbursement of expenses incurred 

during the Compensation Period allowed hereunder, and (ii) the amounts for such compensation 

and expenses previously paid to Proskauer, consistent with the provisions of the Interim 

Compensation Order; (c) allowing such compensation for professional services rendered and 

reimbursement of actual and necessary expenses incurred without prejudice to Proskauer’s right 

to seek additional compensation for services performed and expenses incurred during the 

Compensation Period, which were not processed at the time of this Application; and (d) granting 

Proskauer such other and further relief as is just and proper.

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Dated: November 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock (pro hac vice)

Paul V. Possinger (pro hac vice)

Ehud Barak (pro hac vice)

Maja Zerjal (pro hac vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 mzerjal@proskauer.com

-and-

/s/ Hermann D. Bauer

Hermann D. Bauer

USDC No. 215205

/s/ Ubaldo M. Fernández

Ubaldo M. Fernández

USDC No. 224807

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Attorneys for the Financial Oversight and

Management Board as Representative of the 

Debtor

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