Flag of the Commonwealth of Puerto Rico in front of Capitolio, San Juan, Puerto Rico. Photo: Wangkun Jia/Shutterstock.com

Roughly 45 firms working on Puerto Rico's debt restructuring, including top-tier firms such as Proskauer Rose, Norton Rose Fulbright, DLA Piper and Greenberg Traurig, have billed more than $400 million collectively in the two years since the restructuring began.

Firms in the Am Law 100 account for more than $160 million in fees and expenses.

Analysts estimate the total amount of debt tied to Puerto Rico's restructuring totals more than $100 billion, far exceeding the second-largest municipal reorganization—Detroit—estimated at $18 billion.

The $160 million figure does not include fees billed by several Am Law 100 firms that were not required to report expenses, as they do not represent the government. Those include Foley & Lardner; Gibson, Dunn & Crutcher; Dechert; Holland & Knight; and Skadden, Arps, Slate, Meagher & Flom.

In total, at least a quarter of the Am Law 100 is in some way involved in Puerto Rico's debt restructuring, according to an independent analysis of court filings by The American Lawyer and filings from Puerto Rico's Financial and Management Oversight Board.

The board was created to oversee Puerto Rico's restructuring. Because a territorial insolvency is unprecedented, Congress passed the Puerto Rico Oversight, Management, and Economic Stability Act, or PROMESA, in 2016, creating a framework for debt restructuring similar to other municipal bankruptcies.

The seven-person board appointed a fee examiner, Godfrey & Kahn partner Brady Williamson, who was fee committee counsel on the Lehman Brothers Chapter 11 proceedings—the largest bankruptcy in U.S. history. The examiner is tasked with carefully watching spending, and firms representing the commonwealth or otherwise required by statute must regularly submit their fees for Williamson's review.

Proskauer Rose has billed the lion's share—$63 million—as primary counsel to the commonwealth of Puerto Rico, the entity most analogous to a trustee in a typical bankruptcy. Martin Bienenstock, chair of Proskauer's restructuring and bankruptcy group, leads the team, and the total amount billed includes fees generated from the firm's representation of Puerto Rico's highway, tax financing, retirement and electric power authorities.

According to its most recent fee application, Proskauer had 99 attorneys, law clerks and paraprofessionals billing more than 10,000 hours on behalf of the commonwealth over a three- month period alone. As with many of the firms involved, Prokskauer discounted its rate and bills a blended hourly rate for its attorneys at $765, according to court filings—still three times more than the $245 on average charged by Puerto Rican firms.

Other prominent representatives include O'Melveny & Myers, which primarily represents the territory's Fiscal Agency and Financial Advisory Authority, and Paul Hastings, who represents the Unsecured Creditor's Committee.

O'Melveny's team, led by firm restructuring chair John Rapisardi, has applied for nearly $37 million in fees since May of 2017, deploying at least 30 attorneys at $812 an hour, according to the most recent court filings.

Rapisardi said that O'Melveny discounted their typical rate and has waived rate increases in the case.

“We thought that given the situation that Puerto Rico's in and how we can stay competitive to what other firms are doing, the discounts were appropriate,” he said. “We also thought we're going a step beyond other firms by halting rate increases.”

Paul Hastings has applied for $35 million in fees at an average hourly rate of $812, a 20% discount from their typical rate of $1,015, according to court filings. The firm's team is led by global restructuring chair Luc Despins.

Willkie Farr & Gallagher, in its representation of Puerto Rico's Sales Tax Financing Corp., billed $13.8 million at an average hourly rate of $888. DLA Piper, charging among the lowest hourly rates at $641, billed nearly $3 million as counsel to the Puerto Rico Fiscal Agency and Financial Advisory Authority.

Paul Hastings, Willkie, Proskauer and DLA Piper did not immediately respond to a request for comment.

Robert Rasmussen, a University of Southern California Gould School of Law professor who has researched Puerto Rico's restructuring, said the several hundred million dollar figure is “not surprising at all.”

“This is one if not the most complicated cases we've ever seen,” Rasmussen said. “These are world-class lawyers. You can't get somebody better than Martin Bienenstock.”

Rasmussen pointed to the fact that most, if not all, of the Big Law attorneys are charging a discounted hourly rate—a nod to sensitivity in restructuring a territory long stricken by poverty, and more recently, Hurricane Maria, which has cost Puerto Rico tens of billions of dollars.

“Unfortunately, you can't expect attorneys to devote so many hours for free,” he said.

Still, as fee examiner, Williamson has been somewhat critical of the fees being charged. Early in the process, he chided firms, without disclosing their names, for devoting unnecessary resources preparing for congressional hearings tied to the restructuring.

“Congressional oversight is important but not to the extent 11 lawyers and other advisors spend more than 400 hours responding to Congressional inquiries and preparing for and attending oversight hearings,” Williamson wrote in a 2018 filing.

While never filing an objection to a fee application, Williamson has also filed two presumptive motions. One sought to cap rate increases at 5% for partners and 10% for associates per year, pointing out that rate increases for two attorneys at a single firm accounted for $277,000 in additional billing.

Another preemptive motion looked to deny reimbursement for expert witnesses and other sub-retained professionals. Such recommendations must get the green light from U.S. District Court Judge Laura Taylor Swain of the Southern District of New York, who is presiding over the case. She approved the rate increase motion and denied the expert witness motion.

The sprawling case is far from over. Just last week, the Oversight Board sued Gov. Ricardo Antonio Rosselló Nevares and the Puerto Rico Fiscal Agency and Financial Advisory Authority, pitting Proskauer against O'Melveny.

There's also a U.S. Supreme Court case concerning the constitutionality of the Oversight Board. Bondholders led by Aurelius Investment LLC allege that, because the board members appointed by former President Barack Obama were not confirmed by the Senate, the appointments violated the U.S. Constitution. If Aurelius prevails, it could scrap much of the work the board has done over the past two years.

This chart depicts some of the firms involved and their fees:

 

 

 

Related Reading:

Daily Dicta: The Docket That Ate the Am Law 100

Miami Firm Joins Paul Hastings in Handling Puerto Rico Bankruptcy

Proskauer Among Many Firms Drawn to Puerto Rico's Pseudo-Bankruptcy

Bankruptcy Judge Approves Massive Puerto Rico Debt Restructuring Deal