UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO 

RICO, et al., 

Debtors. 

PROMESA 

Title III 

No. 17-bk-3283-LTS 

(Jointly Administered) 

SUMMARY SHEET 

SECOND INTERIM APPLICATION OF CITIGROUP GLOBAL 

MARKETS INC. FOR ALLOWANCE OF COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS INVESTMENT 

BANKER AND FINANCIAL ADVISOR, FROM FEBRUARY-MAY 2018 

Applicant: Citigroup Global Markets Inc. 

Authorized to Provide Services to: The Financial Oversight and Management 

Board for Puerto Rico

Date of Retention: January 27, 2017 

Compensation Period: February 1, 2018-May 31, 2018 

Compensation Sought: $1,803,571.43 

Expense Reimbursement Sought: $40,912.98 

Total Sought: $1,844,484.41 

This is a: _ monthly X interim _final application 

 

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SUMMARY OF TIME RECORDED DURING COMPENSATION PERIOD 

Name Title Hours 

Green, Thomas H. Managing Director 591.2

Gavin, John C. Managing Director 336.5

Sen, Sandip Managing Director 209.0

Mehta, Shail Managing Director 67.5

Chapados, Frederic Director 257.5

Kantrowitz, Greg Director 52.5

Cho, Carl Director 15.5

Orendain, Jaime Director 36.5

Castiglioni, James Vice President 389.7

Law, Lisa Vice President 15.8

Iriarte, Joe Vice President 15.3

Shones, Mariah Associate 385.8

Seixas, Daniel Associate 8.0

Bond, Daniel Analyst 340.8

Yamato, Alan Analyst 15.0

Delgado, Daniel Analyst 16.0

Total Hours: 2,752.6 

SUMMARY OF EXPENSES INCURRED DURING COMPENSATION PERIOD 

Category Amount 

Airfare $13,712.94

Ground Transportation $7,919.17

Hotel/Lodging $11,920.77

Title III Legal Fees $7,360.10

Total: $40,912.98

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UNITED STATES DISTRICT COURT 

DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO, 

as representative of 

THE COMMONWEALTH OF PUERTO 

RICO, et al., 

Debtors.1

PROMESA 

Title III 

No. 17-bk-3283-LTS 

(Jointly Administered) 

SECOND INTERIM APPLICATION OF CITIGROUP GLOBAL 

MARKETS INC. FOR ALLOWANCE OF COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS INVESTMENT 

BANKER AND FINANCIAL ADVISOR, FROM FEBRUARY-MAY 2018 

Citigroup Global Markets Inc. (“Citi”) submits its second interim application for allowance 

of compensation for services rendered and reimbursement of expenses incurred as investment 

banker and financial advisor to The Financial Oversight and Management Board for Puerto Rico 

(“Oversight Board”), as representative of the Debtors pursuant to PROMESA section 315(b), from 

February 1, 2018-May 31, 2018 (“Compensation Period”), pursuant to PROMESA sections 316-

17, Rule 2016, and Local Rule 2016-1. By this application, Citi seeks allowance of compensation 

in the amount of $1,803,571.43, and reimbursement of expenses in the amount of $40,912.98. 

In support of this application, Citi states: 

 

1

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

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

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

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

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

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JURISDICTION

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

PROMESA section 306(a). Venue is proper in this district, pursuant to PROMESA section 307(a). 

BACKGROUND

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

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

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

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

case. 

3. Citi was originally employed as investment banker and financial advisor to the 

Oversight Board, pursuant to an engagement letter, dated January 27, 2017 [ECF No. 2944-1]. 

That agreement provided for Citi to be paid a fixed monthly retainer of $250,000, and a success 

fee equal to .0333% of the par amount of bonds issued by certain covered entities, or restructured 

as part of a PROMESA-related restructuring, subject to a cap and payable on closing of the relevant 

transaction(s), in addition to the reimbursement of reasonable out-of-pocket expenses, also subject 

to a cap. 

4. That agreement was superseded by an amended and restated engagement letter, 

dated February 13, 2018 [ECF No. 2944-2]. The amended agreement kept the foregoing 

compensation terms, but expanded the scope of services to be rendered to include identifying 

private sector solutions in connection with PREPA’s restructuring, and advising on long-term 

concessions for the utility’s transmission and distribution assets and privatization of its generation 

assets. The amended agreement also provided for Citi to receive, as additional compensation for 

the foregoing additional services, a fixed monthly retainer of $400,000 and a cash fee of $24 

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million, payable on closing of one or more qualifying transactions, subject to the limitation that up 

to $2.5 million of the foregoing additional fixed monthly retainer payments made may be credited 

against the additional cash fee. 

5. Citi was engaged as investment banker and financial advisor, and to perform the 

additional services, because of its expertise in municipal finance, capital markets, in- and out-ofcourt restructurings, and infrastructure and utility finance, and is uniquely situated to assist the 

Oversight Board in seeking to provide the Debtors with the necessary tools to restructure debt, 

access capital markets, and get back on the path to economic recovery. 

6. Citi’s monthly invoices for the Compensation Period are annexed hereto as Exhibit 

1.2

7. On April 16, 2018, Citi served a consolidated monthly fee statement covering the 

period ending February 28, 2018, seeking compensation of $947,321.43 (less a 10% holdback) 

and reimbursement of $65,782.87 in expenses. On July 19, 2018, Citi received payment of 

$671,121.27. 

8. On April 23, 2018, Citi filed its first interim fee application, covering the period 

ending January 31, 2018 [ECF No. 2944]. Consideration of that application has been deferred to 

the November 7, 2018 omnibus hearing, or a later date [ECF No. 3865, p.3 and Ex. B]. 

9. Citi served a consolidated monthly fee statement covering the period March 1, 

2018-June 30, 2018 contemporaneously with the filing hereof. 

 

2

 The above-mentioned $250,000/month fee is prorated between Title III Debtors and entities covered by 

Title VI on behalf of which Citi renders services. The $400,000/month additional fee provided under the 

amended and restated engagement letter is not prorated, as it is for additional services rendered on PREPA’s 

behalf. 

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BASIS FOR RELIEF REQUESTED 

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

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

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

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

necessary expenses.” 

11. Pursuant to subdivision (c): 

In determining the amount of reasonable compensation to be 

awarded to a professional person, the court shall consider the nature, 

the extent, and the value of such services, taking into account all 

relevant factors, including— 

(1) the time spent on such services; 

(2) the rates charged for such services; 

(3) whether the services were necessary to the administration of, or 

beneficial at the time at which the service was rendered toward the 

completion of, a case under this chapter; 

(4) whether the services were performed within a reasonable 

amount of time commensurate with the complexity, importance, and 

nature of the problem, issue, or task addressed; 

(5) with respect to a professional person, whether the person is 

board certified or otherwise has demonstrated skill and experience 

in the restructuring field; and 

(6) whether the compensation is reasonable based on the customary 

compensation charged by comparably skilled practitioners in cases 

other than cases under this title or title 11, United States Code. 

12. PROMESA section 317 and the interim compensation order permit professionals 

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

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

sought herein on an interim basis. 

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(a) Time spent on services rendered. Citi spent over 2,750 hours rendering 

services on behalf of the Oversight Board during the Compensation Period. Time detail for that 

period is annexed hereto as Exhibit 2. 

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

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

municipal restructuring engagements. 

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

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

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

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

timeliness of services rendered by Citi. 

(e) Restructuring Experience. Citi has a wealth of municipal restructuring 

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

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

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

before commencing this engagement. 

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

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

3. The expenses for which reimbursement is sought are reasonable and justified under the 

circumstances to effectively serve the needs of the Oversight Board. 

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

hereto as Exhibit 4 (“Leffler Certification”). 

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NOTICE 

16. Notice hereof has been served by CM/ECF and on the Master Service List, by email or by first class mail. 

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

other court. 

WHEREFORE, Citi requests an order allowing interim compensation for services rendered 

during the Compensation Period in the amount of $1,803,571.43 and reimbursement of expenses 

incurred during such period in the amount of $40,912.98 authorizing and directing payment of the 

foregoing, and granting such other and further relief as this Court deems just and proper. 

Dated: October 5, 2018 Respectfully submitted, 

/s/ Mike Leffler 

Mike Leffler 

Director 

Citigroup Global Markets Inc. 

/s/ Jeffrey Chubak 

Jeffrey Chubak 

STORCH AMINI PC 

140 East 45th Street, 25th Floor 

New York, New York 10017 

(212) 490-4100 

jchubak@storchamini.com 

Attorneys for Citigroup Global Markets Inc.

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