Hearing Date: November 7, 2018 at 9:30 a.m. AST 

Objection Deadline: August 6, 2018 (for parties other than the Fee Examiner)

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO, 

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, 

et al.

 Debtors.1

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

SUMMARY COVER SHEET TO THE THIRD INTERIM APPLICATION 

OF JENNER & BLOCK LLP AS COUNSEL TO THE OFFICIAL 

COMMITTEE OF RETIRED EMPLOYEES OF THE 

COMMONWEALTH OF PUERTO RICO FOR ALLOWANCE OF 

COMPENSATION FOR SERVICES RENDERED AND 

REIMBURSEMENT OF EXPENSES INCURRED 

FROM FEBRUARY 1, 2018 THROUGH MAY 31, 2018 

Name of Applicant: Jenner & Block LLP 

Authorized to Provide Services To: The Official Committee of Retired 

Employees of the Commonwealth of Puerto 

Rico 

Retention Date: June 16, 2017 

 

1

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

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

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

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

Sales Tax Financing Corporation (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 

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

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

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

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

Four Digits of Federal Tax ID: 3747). 

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ii 

Period for which compensation and 

reimbursement is sought: 

February 1, 2018–May 31, 2018 

Amount of interim compensation sought as 

actual, reasonable, and necessary: $1,969,909.52 

Amount of interim expense reimbursement 

sought as actual, reasonable, and necessary: $71,940.52 

Are your fee or expense totals different from 

the sum of previously served monthly 

statements? No. 

Petition Date: May 3, 2017 

Blended rate in this application for all 

attorneys: 

$966 ($821 following 15% fee discount) 

Blended rate in this application for all 

timekeepers: 

$904 ($768 following 15% fee discount) 

This is an interim application. 

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

approximately 15 hours and the corresponding compensation requested is approximately 

$12,500. 

Total compensation approved by interim 

order to date: 

$4,035,385.23 

Total expenses approved by interim order to 

date: 

$157,899.60 

Total compensation paid to date: $4,407,563.02 

Total expenses paid to date: $210,295.50 

Total compensation subject to objection: None 

Total expenses subject to objection: None 

Number of Professionals Included in this 

Application: 

21 

Difference Between Fees Budgeted and 

Compensation Sought: 

$1,222,010.48 less than budget 

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iii 

Number of Professionals Billing Fewer than 

15 Hours to this Case: 6 

Rates Higher than Those Disclosed at 

Retention: 

Jenner adjusted its scheduled hourly rates as 

of January 1, 2018. All time recorded is at 

2018 rates, which are reflected herein. 

Objection Deadline: August 6, 2018 (for parties other than the Fee 

Examiner) 

Name of 

Professional Title Year Admitted Department 

Hourly 

Billing 

Rate 

(2018) 

Total 

Billed 

Hours 

(2018) 

Total Fees 

Requested 

IAN HEATH 

GERSHENGORN Partner 1993 Appellate & Supreme 

Court Practice $1,150 7.80 $8,970.00 

ROBERT D. 

GORDON Partner 1989 Restructuring & 

Bankruptcy $1,100 543.30 $597,630.00 

LINDSAY C. 

HARRISON Partner 2003 Appellate & Supreme Court Practice $890 82.80 $73,692.00 

CARTER H. 

KLEIN Partner 1972 Corporate $775 0.20 $155.00 

RICHARD B. 

LEVIN Partner 1975 Restructuring & 

Bankruptcy $1,300 294.50 $382,850.00 

LANDON S. 

RAIFORD Partner 2008 Restructuring & Bankruptcy $850 96.60 $82,110.00 

MELISSA M. 

ROOT Partner 2003 Restructuring & 

Bankruptcy $890 532.30 $473,747.00 

CATHERINE L. 

STEEGE Partner 1982 Restructuring & 

Bankruptcy $1,100 197.20 $216,920.00 

NICHOLAS E. 

BALLEN Associate 2015 Restructuring & Bankruptcy $605 3.20 $1,936.00 

SAMUEL C. 

BIRNBAUM Associate 2018 Complex Commercial Litigation $675 22.70 $15,322.50 

WILLIAM K. 

DREHER Associate 2013 Appellate & Supreme 

Court Practice $725 48.00 $34,800.00 

KATHERINE B. 

JOHNSON Associate 2014 Complex Commercial Litigation $675 2.00 $1,350.00 

NATACHA Y. 

LAM Associate 2018 Litigation $605 26.60 $16,093.00 

KATHERINE A. 

ROSOFF Associate 2018 Litigation $490 119.20 $58,408.00 

CARL N. 

WEDOFF Associate 2010 Restructuring and 

Bankruptcy $845 412.00 $348,140.00 

WILLIAM A. 

WILLIAMS Associate 2018 Restructuring & 

Bankruptcy $465 12.20 $5,673.00 

AMANDA E. 

FACTOR Paralegal N/A Litigation $340 28.60 $9,724.00 

TOI D. HOOKER Paralegal N/A Restructuring and 

Bankruptcy $370 59.30 $21,941.00 

TRICIA J. 

PEAVLER 

Library 

Services N/A Information Services $340 0.30 $102.00 

MARC A. 

PATTERSON 

Project 

Assistant N/A Restructuring and Bankruptcy $220 108.10 $23,782.00 

ANNETTE M. 

YOUNG 

Project 

Assistant N/A Litigation $220 37.60 $8,272.00 

Sub-Total* 2,381,617.50 

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iv 

Less 15% Fee 

Discount on all 

matters except the 

Non-working 

Travel Matter 

 

 $333.900.48 

Less 50% 

Discount on Nonworking Travel 

Matter 

 

 $77,807.50 

Total 2634.50 1,969,909.52 

FEE EXAMINER’S REQUESTED ATTACHMENTS TO FEE APPLICATIONS 

List of Professionals – Exhibit E 

Compensation by Project Category – Exhibit G 

Expense Summary – Exhibit F 

List of Professionals by Matter – Exhibit H 

Detailed Time Records – Exhibit H 

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

separate cover 

Customary and Comparable Disclosures – Exhibit D 

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

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Hearing Date: November 7, 2018 at 9:30 a.m. AST 

Objection Deadline: August 6, 2018 (for parties other than the Fee Examiner)

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO 

RICO, 

 as representative of 

THE COMMONWEALTH OF PUERTO RICO, 

et al.

 Debtors.1

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

 THIRD INTERIM APPLICATION OF JENNER & BLOCK LLP AS 

COUNSEL TO THE OFFICIAL COMMITTEE OF RETIRED 

EMPLOYEES OF THE COMMONWEALTH OF PUERTO RICO FOR 

ALLOWANCE OF COMPENSATION FOR SERVICES 

RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED 

FROM FEBRUARY 1, 2018 THROUGH MAY 31, 2018 

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

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

Employees of the Commonwealth of Puerto Rico (the “Retiree Committee”) in the abovecaptioned Title III case (“Title III Case”), hereby submits this third application (the 

 

1

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

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

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

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

Sales Tax Financing Corporation (Bankruptcy Case No. 17 BK 3284) (Last Four Digits of Federal Tax ID: 

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

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

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

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

Four Digits of Federal Tax ID: 3747). 

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2 

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

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

the period from February 1, 2018 through May 31, 2018 (the “Interim Period”). Jenner submits 

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

Economic Stability Act (“PROMESA”),2

 48 U.S.C. §§ 2176, 2177; sections 105(a) and 503(b) of 

the Bankruptcy Code,3

 11 U.S.C. §§ 105(a), 503(b); Rule 2016(a) of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”)4; Rule 2016-1 of the Bankruptcy Rules for the 

United States Bankruptcy Court for the District of Puerto Rico (the “Local Rules”)5

; the Court’s 

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

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

Setting Procedures for Interim Compensation and Reimbursement of Expenses of Professionals

(the “Interim Compensation Order”) [Dkt. No. 3269]; the United States Trustee’s Guidelines 

for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 

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

Guidelines”); the First Amended Order Pursuant to PROMESA §§ 316 and 317 and Bankruptcy 

Code Section 105(a) Appointing a Fee Examiner and Related Relief (“Amended Fee Examiner 

Order”) [Dkt. No. 3324]; and the Fee Examiner’s November 10, 2017 Memorandum (the “Fee 

 

2

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

3

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

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

of PROMESA. 

4

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

to section 310 of PROMESA. 

5

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

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

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

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3 

Examiner Memorandum”). In support of this Application, Jenner submits the Certification of 

Robert D. Gordon (the “Gordon Certification”), attached hereto as Exhibit A, and respectfully 

represents as follows: 

Preliminary Statement 

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

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

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

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

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

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

(the “Retirees”). The Retirees’ pensions are underfunded by approximately $58 billion. They are 

the largest group of creditors in these title III cases. 

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

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

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

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

matters pertaining to or likely to affect Retirees’ pension, healthcare, and other accrued retirement 

benefits; representing the Retiree Committee at court hearings and mediation and negotiation 

sessions involving matters pertaining to or likely to affect the benefits of the Retirees; preparing 

on behalf of the Retiree Committee motions, applications, orders, and other legal papers; and 

advocating for Retirees in adversary proceedings and contested matters. 

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

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

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4 

safeguarded in this Title III Case. Jenner respectfully requests that the Court award the fees and 

expenses requested in this Application. 

Jurisdiction 

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

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

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

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

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

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

Background 

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

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

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

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

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

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

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

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

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

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

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

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

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5 

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

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

petition with the Court under title III of PROMESA. 

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

PREPA title III cases (collectively, the “Title III Cases”) are jointly administered for procedural 

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

242, 537, 1417.] 

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

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

Blanca Paniagua, Carmen Nuñez, Juan Ortiz, Lydia Pellot, Marcos A. Lopez, Miguel Fabre, 

Milagros Acevedo, Rosario Pacheco, and José Marin.6

 [Dkt. No. 340.] 

Jenner’s Retention and Fee Request 

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

Retiree Committee. 

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

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

pursuant to sections 105(a) and 1103 of the Bankruptcy Code.7

 

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

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

 

6

 José Marin resigned from the Retiree Committee effective April 12, 2018. 

7

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

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

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

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

and 328 from incorporation into PROMESA). 

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6 

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

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

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

connection with the Title III Cases. 

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

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

18. On June 20, 2018, the Court entered the Amended Fee Examiner Order. 

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

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

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

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

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

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

reductions recommended by the Fee Examiner and agreed to by Jenner. Payment of $53,047.92 

approved in the First Interim Order is due but has not been made by the Puerto Rico Department 

of Treasury (“Hacienda”). 

20. On March 19, 2018, Jenner filed its Second Interim Application for Allowance of 

Compensation for Services Rendered and Reimbursement of Expenses Incurred From October 1, 

2017 Through January 1, 2018 (the “Second Interim Application”) [Dkt. No. 2741], seeking 

$2,054,446.59 in compensation and $100,461.26 in expenses. On June 8, 2018, the Court entered 

an Order approving the Second Interim Application (the “Second Interim Order”) [Dkt. No. 

3279] in the amount of $2,004,389.11 in compensation and $97,413.89 in expenses, reflecting 

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7 

certain reductions recommended by the Fee Examiner and agreed to by Jenner. Payment of 

$349,611.73 approved in the Second Interim Order is due, but has not been made by Hacienda.

21. Beginning in January 2018, and without any warning, Hacienda began applying a 

29% withholding tax to all amounts due to Jenner. The application of this withholding tax is 

inappropriate for several reasons, including: (a) any withholding tax should be applied only to time 

billed in Puerto Rico; (b) Jenner is a registered Foreign for Profit Limited Liability Partnership 

under the laws of the Government of Puerto Rico and therefore not subject to a 29% withholding 

tax; and (c) Jenner has obtained a partial waiver of the withholding, such that the maximum amount 

AAFAF should withhold is 3% of the fees billed in Puerto Rico. Jenner is continuing to work with 

Hacienda to resolve these issues and reserves its right to seek the Court’s intervention if it is unable 

to do so. 

22. As a result of Hacienda’s improper application of the 29% withholding tax, with 

respect to fees owed for the Interim Period covered by this Application, Jenner has received only 

71% of the fees requested, plus 100% of the expense reimbursement requested, in its February 

2018 and March 2018 monthly statements, for a total of $725,215.11 in compensation and 

$49,412.23 in expenses. Payment is due for 90% of the fees requested and 100% of the expense 

reimbursement requested in Jenner’s April 2018 and May 2018 monthly statements, but payment 

has not been made by Hacienda. 

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

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

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

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

its rates annually at the start of each calendar year. The rates set forth herein are Jenner’s 2018 

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8 

rates. These rates are consistent with the rates charged to other clients, including outside of 

bankruptcy. Jenner has shared its 2018 rates with the Retiree Committee, and the Retiree 

Committee has approved these rates. For this matter, Jenner agreed to provide a 15% discount off 

of its fee rates in effect at the time the services are rendered, but no discounting of its out-of-pocket 

expenses and internal charges. 

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

professionals and paraprofessionals who have performed services on behalf of the Retiree 

Committee during the Interim Period, the capacity in which each individual is employed by Jenner, 

the hourly billing rate charged for services performed by each such individual, the aggregate 

number of hours expended by all such professionals and paraprofessionals, the aggregate fees 

billed, and, for attorneys, the year in which each professional was first licensed to practice law. 

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

$1,969,909.52 and reimbursement of expenses in the amount of $71,940.52. As of the date of this 

Application, Jenner has received of $725,215.11 in compensation for services performed and 

$49,412.23 in reimbursement for expenses incurred during the Interim Period. 

26. This is Jenner’s third request for interim compensation in this Title III Case. As set 

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

herein were rendered for and on behalf of the Retiree Committee in connection with this Title III 

Case. To the best of Jenner’s knowledge and as disclosed in the Declaration of Robert D. Gordon 

in Support of Application of the Official Committee of Retired Employees of the Commonwealth 

of Puerto Rico for Order Approving the Employment of Jenner and Block LLP [Dkt. No. 670-2], 

the First Supplemental Declaration of Robert Gordon in Support of Application for Order 

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

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9 

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

of Compensation and Reimbursement of Expenses [Dkt. No. 2050-1], and the Verified Certification 

of Robert Gordon in Support of the Second Interim Application of Jenner & Block LLP for 

Allowance of Compensation and Reimbursement of Expenses [Dkt. No. 2741-1] (together, the 

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

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

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

Committee. 

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

the future will represent parties that are parties in interest in these cases in connection with matters 

unrelated to the Retiree Committee or the Title III Cases. In the Gordon Declarations, Jenner 

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

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

aware of relevant and material new information. 

28. Jenner performed the services for which it is seeking compensation solely on behalf 

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

29. Jenner has not received payment or a promise of payment from any source other 

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

Committee or to be rendered or incurred in any capacity whatsoever in connection with the Title 

III Cases. 

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

section 504 of the Bankruptcy Code. 

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10 

Fees and Expenses Incurred During Interim Period 

A. Customary Billing Disclosures 

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

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

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

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

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

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

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

time pressures. 

32. Exhibit D to this Application is a summary of blended hourly rates for (i) Jenner 

professionals (excluding Restructuring and Bankruptcy attorneys) and (ii) blended hourly rates for 

timekeepers for which Jenner is seeking hourly compensation in this Application, as required by 

the UST Guidelines. 

B. Fees Incurred During Interim Period 

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

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

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

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

information: 

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

sought; 

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

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

during the Interim Period; 

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11 

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

applicable billing rates; and 

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

Application. 

C. Expenses Incurred During Interim Period 

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

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

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

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

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

Summary of Legal Services Provided During the Interim Period 

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

Retiree Committee in connection with this Title III Case. A summary of the various services 

Jenner provided to the Retiree Committee during the Interim Period is set forth in paragraphs 38 

through 63 below. 

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

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

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

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

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

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

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

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

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

during the Interim Period are attached as Exhibit I. 

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12 

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

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

Jenner’s internal system of matter numbers. 

Adversary Proceeding – ACP Master Ltd. v. Commonwealth 

Total Hours: 117.7 Fees: $99,762.50 

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

materials and filings related to First Circuit appeal in the ACP Master Ltd. adversary proceeding 

(Adv. Proc. No. 17-189); (b) preparing notices of appearance for participating attorneys; 

(c) drafting motion for joinder in intervention motion; (d) drafting the Retiree Committee’s appeal 

brief to highlight issues unique to retirees; (e) researching and analyzing the legal issues presented 

in the appeal; and (f) reviewing and analyzing pleadings and court decisions in the adversary 

proceeding relevant to Retiree Committee constituents. 

Adversary Proceeding – ERS v. Altair Global Credit Opportunities Fund 

Total Hours: 102.80 Fees: $93,626.00 

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

brief and reply in support of the supplemental brief in the ERS v. Altair declaratory judgment

adversary proceeding (Adv. Proc. No. 17-213); (b) researching and analyzing the legal issues 

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

decisions in the adversary proceeding relevant to Retiree Committee constituents. 

Adversary Proceeding – Altair Global Credit Opportunities Fund v. ERS 

Total Hours: 2.60 Fees: $998.00 

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

pleadings and court decisions in the Altair v. ERS adversary proceedings (Adv. Proc. Nos. 17-219, 

17-220) relevant to Retiree Committee constituents. 

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Adversary Proceeding – UTIER v. Commonwealth 

Total Hours: 0.30 Fees: $147.00 

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

pleadings and court decisions in the UTIER adversary proceedings (Adv. Proc. Nos. 17-228, 17-

229) relevant to Retiree Committee constituents. 

Adversary Proceeding – Unsecured Creditors Committee v. Whyte 

Total Hours: 530.10 Fees: $523,075.00 

42. Jenner’s recorded time entries in this category regarding the “CommonwealthCOFINA Dispute” reflect (a) preparing summary judgment briefing in the UCC v. Whyte

adversary proceeding (Adv. Proc. No. 17-257); (b) preparing for and attending the April 10, 2018 

oral argument for summary judgment motions (c) preparing for and attending depositions; 

(d) communicating with counsel to other parties in interest regarding settlement, discovery, 

preparation of an expert deposition and other developments in the adversary proceeding; (e) 

reviewing and analyzing briefing regarding a motion to certify questions to the Puerto Rico 

Supreme Court; (f) researching and analyzing the legal issues presented in the adversary 

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

proceeding relevant to Retiree Committee constituents. 

Adversary Proceeding – Peaje v. HTA 

Total Hours: 1.90 Fees: $1,417.00 

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

pleadings and court decisions in the Peaje v. HTA adversary proceedings (Adv. Proc. Nos. 17-151, 

17-152) relevant to Retiree Committee constituents. 

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

Commonwealth 

Total Hours: 1.60 Fees: $784.00 

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

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

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

 Case Administration/Miscellaneous 

 Total Hours: 274.6 Fees: $150,343.50 

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

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

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

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

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

generally; (e) meeting internally on strategy and other matters; (f) time entries not attributable to 

another Matter Category; (g) communicating with the FOMB, AAFAF, the UCC, and other 

parties-in-interest in the Title III Cases regarding general matters; (h) reviewing legal and political 

developments that may affect matters in and/or the status of the Title III Cases; and (i) case and 

project management. Jenner conducts periodic calls among Jenner professionals and a weekly call 

among Jenner and the Retiree Committee’s other retained professionals to discuss the case status, 

delegate work, and collaborate on strategy. These calls are designed to promote efficiency, 

coordinate the work plan, and eliminate duplication of effort among the Retiree Committee’s 

retained professionals. 

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Challenges to PROMESA 

Total Hours: 4.5 Fees: $3,863.00 

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

pleadings and other submissions challenging the constitutionality and implementation of 

PROMESA. 

Claims Issues 

Total Hours: 21.80 Fees: $19,991.50 

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

evaluating the entered claims procedures and bar date order; (b) working with the FOMB to ensure 

that all bar date materials were clearly communicated to Retirees; and (c) preparing Retiree 

Committee global proofs of claim and riders for filing in the Title III Cases of the Commonwealth, 

ERS, and HTA. 

 Committee Governance and Meetings 

 Total Hours: 157.50 Fees: $148,045.00 

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

assisting the Retiree Committee in the proper performance of its duties; (b) preparing for, 

conducting and participating in all meetings of the Retiree Committee; (c) assisting the Retiree 

Committee in preparing agendas and minutes for those meetings; (d) drafting written summaries 

of developments in the Title III Cases and the Retiree Committee professionals’ work; and 

(e) rendering other services related to Committee governance. For each committee meeting, the 

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

Retiree Committee the various agenda items and updates. Some of the Committee meetings were 

conducted by Jenner in-person and some were conducted telephonically, as determined in 

consultation with the Committee Chairperson. 

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 Communications with Retirees 

 Total Hours: 56.20 Fees: $50,791.50 

49. Jenner’s recorded time entries in this category reflect (a) working with the Retiree 

Committee’s Information Agent and other professionals to develop and review content for the 

Retiree Committee website; (b) developing and disseminating answers to frequently asked 

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

through the Retiree Committee website, social media, and other digital properties; (c) monitoring 

press coverage regarding issues in the Title III Cases affecting Retirees and developing responses 

to and other information for the media regarding Retiree Committee issues; and (d) communicating 

to Retirees regarding claims procedures. 

 Court Hearings 

 Total Hours: 33.60 Fees: $32,182.00 

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

the Retiree Committee at Court hearings; and (b) preparing for Court hearings, including 

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

 Economic and Disaster Recovery Analysis 

 Total Hours: 5.90 Fees: $5,640.00 

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

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

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

Commonwealth recovery initiatives, all as it ultimately relates to the Commonwealth’s prospective 

plan of adjustment. 

 Employment of Professionals/Fee Applications (Jenner Professionals) 

 Total Hours: 102.60 Fees: $68,703.50 

52. Jenner’s recorded time entries in this category reflect (a) preparing Jenner’s Second 

Interim Application and monthly fee statements and ensuring compliance with UST Guidelines 

and those of the Fee Examiner; (b) reviewing Jenner’s invoices to protect confidentiality and 

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mediation privilege; (c) drafting a motion to compel Hacienda’s compliance with the Interim 

Compensation Order; and (d) communicating with the U.S. Trustee’s office and the Fee Examiner 

and his team. 

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

 Total Hours: 120.40 Fees: $94,491.00 

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

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

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

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

concerning appropriate compensation procedures for the Retiree Committee’s financial advisors, 

actuaries, Information Agent, and members; (c) reviewing fee statements submitted by other 

parties in the Title III Cases; and (d) generating summary information and communicating with 

third parties regarding past-due payments and inappropriate tax withholdings. 

ERS Bond Issues 

Total Hours: 0.40 Fees: $440.00

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

responding to ERS bondholders’ court filings. 

Fiscal Plan/Plan of Adjustment 

Total Hours: 261.30 Fees: $234,478.50 

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

the various proposed and certified Fiscal Plans and related documents in this Title III Case as 

applicable during the Interim Period and, as appropriate, in the other Title III 

Cases; (b) communicating with the Retiree Committee and the Retiree Committee’s advisors and 

actuaries regarding the Fiscal Plans; (c) in particular, reviewing and analyzing the Fiscal Plans; (d) 

reviewing and analyzing challenges to the Fiscal Plans; (e) communicating and meeting with the 

Retiree Committee and the Retiree Committee’s advisors and actuaries regarding the Fiscal Plans; 

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(f) conducting legal and factual research concerning potential challenges to the revised Fiscal Plans 

[what does this mean?]; and (g) conducting legal and factual research concerning potential plan of 

adjustment issues relevant to the Retiree Committee’s constituents. 

GO Bonds Issues 

Total Hours: 4.40 Fees: $2,851.00 

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

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

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

disputes. 

Healthcare/OPEB Analysis 

Total Hours: 1.50 Fees: $1,768.00 

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

healthcare issues as they apply to Retiree Committee constituents; and (b) consulting with Retiree 

Committee professionals and advisors regarding healthcare issues affecting Retiree Committee 

constituents. 

GO-COFINA Issues 

Total Hours: 0.20 Fees: $98.00 

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

bondholder court submissions. 

 Mediation 

 Total Hours: 499.10 Fees: $516,874.50 

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

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

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

of its time to the Fee Examiner subject to the confidentiality protections set forth in paragraph 10 

of the Amended Fee Examiner Order. 

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PREPA 

Total Hours: 119.80 Fees: $114,557.00 

60. Jenner’s recorded time entries in this category reflect (a) briefing on a motion to 

ensure adequate representation of PREPA retirees and, as appropriate, for the appointment of an 

official retiree committee in the PREPA title III case; (b) analyzing and researching issues affecting 

PREPA retirees; (c) corresponding with the U.S. Trustee’s office regarding representation of 

PREPA retirees; (d) corresponding with counsel for other parties in the Title III Cases regarding 

PREPA retirees; (e) reviewing and analyzing pleadings and other submissions in adversary 

proceedings affecting PREPA and its retirees; and (f) reviewing and analyzing the Revised PREPA 

Fiscal Plan as it relates to retirees. 

 Pension Analysis 

 Total Hours: 39.90 Fees: $41,637.00 

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

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

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

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

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

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

 Rule 2004 Investigation 

 Total Hours: 21.30 Fees: $19,438.00 

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

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

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

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

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regarding access to discovery; and (d) reviewing and analyzing documents and subpoenas issued 

by the special investigator. 

 Non-Working Travel Time 

 Total Hours: 152.50 Fees: $155,615.00 

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

appearances, depositions, Retiree Committee meetings, and mediation sessions. Pursuant to Local 

Rule 2016-1(a), Jenner is seeking compensation at one-half of its normal rate for time spent 

traveling in connection with its representation of the Retiree Committee. 

Actual and Necessary Expenses Incurred by Jenner During the Interim Period 

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

incurred a total of $71,940.52 in expenses on behalf of the Retiree Committee during the Interim 

Period. The expenses identified in Exhibit F are intended to reimburse Jenner’s direct costs that 

are not included in Jenner’s hourly billing rates. Only clients who actually use services of the 

types set forth in Exhibit F of this Fee Application are separately charged for such services. 

Jenner’s Requested Compensation and Reimbursement Should be Allowed 

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

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

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

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

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

warranted and should be approved. 

A. Compensation Under Sections 316 and 317 of PROMESA. 

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

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

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

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

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

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

In determining the amount of reasonable compensation to be 

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

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

relevant factors, including— 

 (1) the time spent on such services; 

 (2) the rates charged for such services; 

(3) whether the services were necessary to the 

administration of, or beneficial at the time at which the 

service was rendered toward the completion of, a case under 

this chapter; 

 (4) whether the services were performed within a 

reasonable amount of time commensurate with the 

complexity, importance, and nature of the problem, issue, or 

task addressed; 

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

person is board certified or otherwise has demonstrated skill 

and experience in the restructuring field; and 

(6) whether the compensation is reasonable based on the 

customary compensation charged by comparably skilled 

practitioners in cases other than cases under this subchapter 

or Title 11. 

48 U.S.C. § 2176(c). 

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

compensation under PROMESA justify the allowance requested. 

1. The Time and Labor Required 

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

spent 2634.50 hours providing professional services to the Retiree Committee for which Jenner 

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

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

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

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

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

2. The Rates Charged for Such Services 

69. During the Interim Period, Jenner’s hourly billing rates ranged from $775.00 to 

$1,300.00 per hour for partners, from $465.00 to $845.00 for associates, from $340.00 to $370.00 

for paraprofessionals, and $220.00 for project assistants. Based on the recorded hours expended 

by Jenner’s attorneys and paraprofessionals, the average hourly billing rate was $966 for Jenner 

attorneys and $904 for all Jenner timekeepers prior to application of the 15% fee-rate discount 

provided by Jenner to the Retiree Committee, and $821 for Jenner attorneys and $768 for all Jenner 

timekeepers after accounting for the 15% discount. 

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

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

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

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

consistent with the rates charged elsewhere. 

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

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

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

otherwise, regardless of whether a fee application is required. 

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

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

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

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

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

compensation and reimbursement of expenses requested herein. 

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

Importance, and Nature of the Issues 

74. Jenner’s work involved the representation of the Commonwealth’s largest creditor 

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

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

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

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

handled in an appropriate manner. Failure of the FOMB and the Commonwealth to properly 

consider and protect Retiree interests in this Title III Case will undoubtedly cause the failure of 

any attempt to successfully reorganize and rehabilitate Puerto Rico and its economy. Moreover, 

this Title III Case presents complex and vital issues of first impression. In light of the foregoing, 

Jenner submits that the compensation requested is reasonable. 

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

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

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

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

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

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

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

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

Restructuring and Litigation departments frequently receive recognition for their skill and 

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

In this complex and high-stakes Title III Case, the unique and specialized skills of Jenner’s 

attorneys are critically important. 

6. Customary Compensation 

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

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

Application, even before applying the 15% discount here. In addition, the compensation Jenner 

seeks in this Application is comparable to the compensation it would have sought for comparable 

work outside of the Title III Cases. 

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

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

Jenner’s compensation and reimbursement request. 

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

compensation in the amount of $1,969,909.52 for services rendered during the Interim Period. 

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

Committee. 

79. For the Interim Period, Jenner requests reimbursement of $71,940.52 for reasonable 

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

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

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

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

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

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

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

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

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

or capital outlay in its charges for these services. 

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

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

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

page. Jenner does not charge for telecopier transmissions. 

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

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

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

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

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

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

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

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

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

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

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

limited to the amount spent on coach fare. 

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

with its representation of the Retiree Committee. Prior to the submission of its monthly fee 

statements, Jenner voluntarily reduced its request for reimbursement of expenses by $236.13 in 

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

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

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

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

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

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

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

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

on the geographic location of their cases. 

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

records or preparing, reviewing, or revising invoices. 

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

any privileged or other confidential information. 

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

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

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

calendar year. 

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

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

budgets estimated fees for the Interim Period at $3,191,920. Jenner is requesting compensation of 

$1,969,909.52 for the Interim Period—$1,222,010.48 less than the amount budgeted. 

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Reservation of Rights and Notice 

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

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

amounts in future fee applications. 

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

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

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

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

provisions of the Local Rules, and requested such notice. 

No Prior Request 

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

this or any other court. 

 

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

Jenner compensation for professional and paraprofessional services provided during the Interim 

Period in the amount of $1,969,909.52; (b) reimbursement of actual, reasonable, and necessary 

expenses incurred in the Interim Period in the amount of $71,940.52; (c) granting such other relief 

as is appropriate under the circumstances. 

Dated: July 16, 2018 Respectfully submitted, 

/s/ Robert Gordon 

Robert Gordon (admitted pro hac vice) 

Richard Levin (admitted pro hac vice) 

919 Third Ave 

New York, NY 10022-3908 

rgordon@jenner.com 

rlevin@jenner.com 

212-891-1600 (telephone) 

212-891-1699 (facsimile) 

Catherine Steege (admitted pro hac vice) 

Melissa Root (admitted pro hac vice) 

353 N. Clark Street 

Chicago, IL 60654 

csteege@jenner.com 

mroot@jenner.com

312-222-9350 (telephone) 

312-239-5199 (facsimile) 

Counsel for The Official Committee of Retired 

Employees of Puerto Rico

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