Proposed Order

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UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

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In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of 

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

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PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

ORDER APPROVING 

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, THE COMMONWEALTH 

OF PUERTO RICO, FOR THE PERIOD FEBRUARY 1, 2018 THROUGH MAY 31, 2018

Upon the application (the “Application”) 2 of Proskauer Rose LLP (“Proskauer”), as 

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

Board”) acting as representative of the Commonwealth of Puerto Rico (the “Debtor”) under section 

315(b) of the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”),3

seeking, pursuant to (a) PROMESA sections 316 and 317, (b) Rule 2016 of the Federal Rules of 

Bankruptcy Procedure, (c) Local Rule 2016-1, (d) the United States Trustee Guidelines for 

 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.)

2 Capitalized terms not defined in this order will have the meanings ascribed to them in the Application.

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

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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, and (e) this Court’s Second Amended Order Setting 

Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [ECF No. 

3269], an allowance of interim compensation for professional services rendered by Proskauer for 

the period commencing February 1, 2018 through and including May 31, 2018 in the amount of 

$5,434,013.80, $5,318,721.70 of which represents fees earned outside of Puerto Rico and 

$115,292.10 of which represents fees earned in Puerto Rico, and for reimbursement of its actual 

and necessary expenses in the amount of $286,122.56 incurred during the Compensation Period; 

and, this Court having determined that the legal and factual bases set forth in the Application 

establish just cause for the relief granted herein; and after due deliberation and sufficient cause 

appearing therefore, it is hereby ORDERED that:

1. The Application is APPROVED as set forth herein.

2. Compensation to Proskauer for professional services rendered during the 

Compensation Period is allowed on an interim basis in the amount of $5,434,013.80, 

$5,318,721.70 of which represents fees earned outside of Puerto Rico and $115,292.10 of which 

represents fees earned in Puerto Rico.

3. Reimbursement to Proskauer for expenses incurred during the Compensation 

Period is allowed on an interim basis in the amount of $286,122.56.

4. The Debtor is authorized to pay Proskauer all fees and expenses allowed pursuant 

to this order, including those that were previously held back pursuant to the Interim Compensation 

Order, less any amounts previously paid for such fees and expenses under the terms of the Interim 

Compensation Order.

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5. The Debtor is authorized to take all actions necessary to effectuate the relief granted 

pursuant to this order in accordance with the Application.

Dated: , 2018

San Juan, Puerto Rico Honorable Laura Taylor Swain 

United States District Judge

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