You are on page 1of 16

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER'S INC.

, 1 Debtors, Chapter 11 Case No. 11-11795 (KG) Jointly Administered

FOURTH MONTHLY FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES OF DELOITTE TAX LLP AS TAX SERVICES PROVIDER TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD OF OCTOBER 1, 2011 THROUGH OCTOBER 31, 2011

Name of Applicant: Authorized to Provide Professional Services as: Date of Retention:

Deloitte Tax LLP Tax Services Provider Effective Nunc Pro Tunc to June 15, 2011 by Order Entered July 29, 2011

Period for which Compensation and Reimbursement is Sought: October 1, 2011 through October 31, 2011 Amount of Compensation Sought as Actual, Reasonable, and Necessary 80% of Compensation Sought as Actual, Reasonable, and Necessary Amount of Expense Reimbursement Sought: Total Amount of Fees and Expense Reimbursement Sought as Actual, Reasonable and Necessary (100%): $ 56,361.00

$ $

45,088.80 -

$

56,361.00

This is the Applicant's Fourth Monthly Fee Application.

1

The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Perkins & Marie Callender’s Inc. (4388); Perkins & Marie Callender’s Holding Inc. (3999); Perkins & Marie Callender’s Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.

Prior Fee Applications Summary:
Date Filed 11/08/11 11/09/11 11/14/11 TOTAL Period Covered 06/15/2011 - 7/31/2011 08/01/2011 - 08/31/2011 09/01/2011 - 09/30/2011 Requested Requested Fees Expenses $ 86,713.00 $ 160.18 $ 128,571.50 $ 2,323.37 $ 78,208.50 $ 90.84 $ 293,493.00 $ 2,574.39 Approved Approved Fees Expenses $ 69,370.40 $ 160.18 $ 102,857.20 $ 2,323.37 $ 62,566.80 $ 90.84 $ 234,794.40 $ 2,574.39

CUMULATIVE TIME SUMMARY For the Period of October 1, 2011 through October 31, 2011

Tax Services Provider to Perkins & Marie Callender's Inc. Reflecting Fees for the Period of October 1, 2011 through October 31, 2011

Name Sullivan, Brian Harrison, Steve Reiff, Chris Rhone, Tiffany DeGutis, Vincent Boyd, Chad Cunningham, Julia Velarde, Jose Austin, Carisa Wysocki, Kristen

Title Bankruptcy Tax Director Bankruptcy Tax Senior Manager National Tax Senior Manager Bankruptcy Tax Manager Tax Partner Tax Senior Manager Bankruptcy Manager Bankruptcy Tax Staff Bankruptcy Paraprofessional Tax Staff

Billable Hours 0.7 6.7 4.9 31.1 1.0 1.0 0.7 50.7 14.4 3.1 114.3

Hourly Rate 900.00 770.00 770.00 675.00 650.00 560.00 490.00 380.00 285.00 285.00 Hours

Total Fees 630.00 5,159.00 3,773.00 20,992.50 650.00 560.00 343.00 19,266.00 4,104.00 883.50 $ 56,361.00 $ 56,361.00
$ 493.10

TOTAL AMOUNT REQUESTED Average Hourly Rate

CUMULATIVE FEES BY CATEGORY SUMMARY For the Period of October 1, 2011 through October 31, 2011
Project Categories Total Hours Total Fees

Tax Advisory Services Preparation of Fee Applications SUBTOTAL TOTALS

94.1 20.2 114.3

$48,317.00 $8,044.00 $56,361.00 $56,361.00

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER'S INC., 1 Debtors, Chapter 11 Case No. 11-11795 (KG) Jointly Administered

FOURTH MONTHLY FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES OF DELOITTE TAX AS TAX SERVICES PROVIDER TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD OF OCTOBER 1, 2011 THROUGH OCTOBER 31, 2011
Deloitte Tax LLP (“Deloitte Tax”), tax services provider to Perkins & Marie Callender's Inc. and its debtor subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”) in this chapter 11 case, hereby seeks allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy Code”), Rules 2013 and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2016-2 of the Local Bankruptcy Rules of Bankruptcy Court for the District of Delaware (the “Local Rules”), for the period commencing October 1, 2011 through and including October 31, 2011 (the “Application Period”). In support of this Application (the “Application”), Deloitte Tax respectfully represents as follows: JURISDICTION 1. The Court has subject matter jurisdiction to consider and determine this matter pursuant

to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Perkins & Marie Callender’s Inc. (4388); Perkins & Marie Callender’s Holding Inc. (3999); Perkins & Marie Callender’s Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.

1

1

STATUTORY BASIS 2. The statutory predicates for the relief requested herein are: (i) sections 328, 330 and 331

of the Bankruptcy Code; (ii) Rule 2016 of the Bankruptcy Rules; (iii) Rule 2016-2 of the Local Rules; and (iv) the Compensation Order (as defined below).

BACKGROUND 3.
On June 13, 2011 (the “Petition Date”) each of the Debtors commenced a voluntary case

under chapter 11 of title 11 of the Bankruptcy Code. The Debtors are authorized to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors’ cases are being jointly administered pursuant to Rule 1015(b) of the Bankruptcy Rules.

4.

On July 9, 2011, the Court signed the Order Pursuant to 11 U.S.C. §§ 105(a) and 331 ,

Bankruptcy Rule 2016 and Local Rule 2016-1 Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals (the “Compensation Order”) [Docket No. 169].

RETENTION OF DELOITTE TAX 5.
On July 15, 2011, the Debtors filed the Debtors’ Application Pursuant to 11 U.S.C. §§

327, 328 and 330, Fed. R. Bankr. P. 2014 and 2016 and Del. Bankr. L.R. 2014-1 and 2016-1 for an Order Authorizing the Retention and Employment of Deloitte Tax LLP as Tax Services Provider, Nunc Pro Tunc to June 15, 2011(“Original Application”) [Docket No. 226]. On July 29, 2011, this Court entered an order approving the Original Application. [Docket No. 471].

6.

On August 17, 2011, the Debtors filed the Debtors’ Supplemental Application Pursuant

to Sections 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1 For An Order Expanding The Scope of the Retention and Employment of Deloitte Tax LLP as the Tax Services Provider to Include Further Tax Services, Nunc Pro Tunc to July 18, 2011 (“Supplemental Application”) [Docket No. 755]. On September 14, 2011, this Court entered an order approving the Supplemental Application. [Docket No. 961]. The Supplemental Application expanded the scope of Deloitte services to include the review and execution of certain 2010 federal income tax returns for the Debtors (the “Tax Compliance Services”), Deloitte Tax agreed to provide the Tax Compliance

2

Services for compensation of an amount not to exceed $24,000.00 for fees and expenses in consideration of such services.

RELIEF REQUESTED 7.
By this Application, Deloitte Tax seeks compensation of 80% of its reasonable and

necessary fees incurred, in the amount of $45,088.80 for the Application Period. Deloitte Tax submits this Application in accordance with the Compensation Order. All services for which Deloitte Tax requests compensation were performed for, or on behalf of, the Debtors.

BASIS FOR RELIEF 8.
This Application is the fourth monthly fee statement filed by Deloitte Tax in these cases.

In connection with the professional services rendered, by this Application, Deloitte Tax seeks compensation in the amount of $45,088.80 representing 80% of $56,361.00. A detailed statement of hours spent rendering professional services to the Debtors, in support of Deloitte Tax’s request for compensation for fees incurred during the Application Period, is attached hereto as Exhibit A. Exhibit A (i) identifies the professionals and paraprofessionals that rendered services in each project category; (ii) describes each service such professional or paraprofessional performed; and (iii) sets forth the number of hours in increments of one-tenth of an hour spent by each individual providing the services.

9.

In accordance with the factors enumerated in section 330 of the Bankruptcy Code, the

amount of fees requested is fair and reasonable given: (i) the complexity of these cases; (ii) the time expended; (iii) the nature and extent of the services rendered; (iv) the value of such services; and (v) the costs of comparable services other than in a case under the Bankruptcy Code.

DESCRIPTION OF SERVICES RENDERED 10.
Deloitte Tax provides below an overview of the services it rendered as tax services

provider to the Debtors during the Application Period. Detailed descriptions of these services, the amount of fees incurred, and the amount of hours spent providing services throughout the Application Period are also provided in the attached Exhibits.

3

12.

Deloitte Tax served or advised the Debtors in the following areas throughout the

Application Period: • Continued review and discussion with Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including preparation of a tax work plan. • Undertook various meetings and calls with the Debtors regarding plan of reorganization tax costs, modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring. • • • Modeled tax effects of various actions in bankruptcy. Reviewed case developments and related court filings with tax implications. Prepared the second monthly fee application and initiated preparation of the third monthly fee application. Deloitte Tax filed its Second Monthly Fee Application on November 9, 2011 [Docket No. 1305]. ALLOWANCE OF COMPENSATION 13. Compensation Sought. Because of the benefits realized by the Debtors, the nature of

services provided, the amount of work done, the time consumed and the skill required, Deloitte Tax requests that it be allowed, on an interim basis, compensation for the professional services rendered during the Application Period in the sum of $45,088.80.

14.

No agreement or understanding exists between Deloitte Tax and any other nonaffiliated

person or persons for the sharing of compensation received or to be received for professional services rendered in or in connection with these cases. CERTIFICATE OF COMPLIANCE AND WAIVER

16.

Finally, the undersigned representative of Deloitte Tax certifies that Deloitte Tax has

reviewed the requirements of Rule 2016-2 of the Local Rules and that the Application substantially complies with that Local Rule. To the extent that the Application does not comply in all respects with the requirements of Local Rule 2016-2 Deloitte Tax believes that such deviations are not material and respectfully requests that any such requirement be waived.

4

Perkins & Marie Callender's Inc., et al. Deloitte Tax LLP Fees Sorted by Category for the Fee Period October 01, 2011 - October 31, 2011
Date Description Rate Hours Fees Preparation of Fee Applications
10/01/2011 DeGutis, Vincent 10/06/2011 Austin, Carisa 10/07/2011 Austin, Carisa 10/10/2011 Austin, Carisa Austin, Carisa Austin, Carisa Boyd, Chad Perform revisions to August monthly fee application. Prepare for and call with C. Boyd and S. Harrison regarding billing status. Perform revisions to September monthly fee application. Review Perkins billing matters, including call and updates to C. Austin and S. Harrison for breakout between tax related services and additional tax services. Review Perkins July monthly fee application and provide comments. Fee application call with C. Austin and C. Boyd. $285.00 $285.00 $285.00 $560.00 2.0 0.5 1.6 1.0 $570.00 $142.50 $456.00 $560.00 Continue to prepare September monthly fee application. $285.00 4.1 $1,168.50 Begin to prepare September monthly fee application. $285.00 0.8 $228.00 Review billing summary. $650.00 1.0 $650.00

Harrison, Steve Harrison, Steve 10/11/2011 Austin, Carisa 10/12/2011 Austin, Carisa

$770.00 $770.00

1.2 0.5

$924.00 $385.00

Review additional comments for July monthly fee application and make changes.

$285.00

1.6

$456.00

Make revisions received for July monthly fee application and incorporate changes into August monthly fee application. Review draft of September monthly, identify suggested edits, and return to C. Austin for follow-up.

$285.00

2.3

$655.50

Cunningham, Julia

$490.00

0.7

$343.00

10/19/2011 Harrison, Steve 10/20/2011 Harrison, Steve 10/21/2011 Austin, Carisa Harrison, Steve 10/24/2011 Austin, Carisa Revise July and August monthly fee applications and re-circulate draft to S. Harrison and C. Boyd. $285.00 1.1 20.2 $313.50 $8,044.00 Review status updates and emails regarding monthly applications. Review August monthly fee application. $285.00 $770.00 0.4 0.4 $114.00 $308.00 Review July monthly fee application. $770.00 0.4 $308.00 Review August monthly fee application and provide comments. $770.00 0.6 $462.00

Subtotal for Preparation of Fee Applications:

Perkins & Marie Callender's Inc., et al. Deloitte Tax LLP Fees Sorted by Category for the Fee Period October 01, 2011 - October 31, 2011
Date Tax Advisory Services
10/03/2011 Velarde, Jose Velarde, Jose 10/04/2011 Harrison, Steve Rhone, Tiffany Rhone, Tiffany Velarde, Jose Velarde, Jose Update income tax issues listing for Perkins bankruptcy. Research tax consequences of publicly traded partnerships as it relates to the restructuring steps. Review attributes summary schedules. Update bankruptcy diagram with new review points for new entity positions in the tax model. Continue to make updates throughout model including cancellation of debt, attribute reduction, tax basis balance sheets, and assumptions tab. $770.00 $675.00 $675.00 $380.00 $380.00 0.8 0.6 2.4 0.9 0.7 $616.00 $405.00 $1,620.00 $342.00 $266.00 Clear review points for tax basis balance sheet adjustments. Clear review points for cancellation of debt and attribute reduction in tax model. $380.00 $380.00 3.2 2.8 $1,216.00 $1,064.00

Description

Rate

Hours

Fees

10/05/2011 Rhone, Tiffany Discuss with J. Velarde new review points regarding latest bankruptcy model updates. Discuss any questions regarding my updates and comments. Draft changes to issue memo. Research downstream merger and other issues for the issue memo. Review changes made to the tax bankruptcy model for the tax basis balance sheet adjustments. Review changes to the organization chart for the restructuring steps. Discuss with T. Rhone new review points regarding latest bankruptcy model updates. Discuss any questions regarding her updates and comments. Update Perkins diagram model with revisions for entity structure. $675.00 0.8 $540.00

Rhone, Tiffany Rhone, Tiffany Rhone, Tiffany Rhone, Tiffany Velarde, Jose

$675.00 $675.00 $675.00 $675.00 $380.00

0.6 2.9 1.8 0.3 0.8

$405.00 $1,957.50 $1,215.00 $202.50 $304.00

Velarde, Jose 10/06/2011 Rhone, Tiffany Rhone, Tiffany Velarde, Jose Velarde, Jose Velarde, Jose 10/07/2011 Rhone, Tiffany Rhone, Tiffany

$380.00

1.2

$456.00

Provide feedback to J. Velarde on bankruptcy model. Research tax issues and revise memo. Clear review points on bankruptcy model covering attribute reduction summary and calculations. Research corporation-to-LLC conversions and the tax consequences relating to insolvency. Work on calculations for insolvency in the bankruptcy model for all entities.

$675.00 $675.00 $380.00 $380.00 $380.00

0.3 2.7 3.1 1.8 3.3

$202.50 $1,822.50 $1,178.00 $684.00 $1,254.00

Review tax attributes summary tabs in the model. Review tax attributes and research proper reduction methods from the Internal Revenue Code.

$675.00 $675.00

2.9 2.3

$1,957.50 $1,552.50

Perkins & Marie Callender's Inc., et al. Deloitte Tax LLP Fees Sorted by Category for the Fee Period October 01, 2011 - October 31, 2011
Date Tax Advisory Services
10/07/2011 Velarde, Jose Clear review points on bankruptcy model regarding which entities have actual cancellation of debt income versus deemed cancellation of debt income. Update tax basis balance sheet regarding negative liabilities-to-assets modification. $380.00 2.3 $874.00

Description

Rate

Hours

Fees

Velarde, Jose 10/10/2011 Rhone, Tiffany Velarde, Jose

$380.00

3.6

$1,368.00

Review the solvency of the individual entities. Review updated cancellation of debt calculations. Update new calculations and format to include all liabilities, not just the liabilities subject to compromise. Clear review points on balance sheets and update tax basis balance sheet by properly reclassifying negative assets and liabilities. Clear review points regarding cumulative tax deferreds. Update our tax basis balance sheet by plugging in client provided values into its corresponding cumulative deferred asset or liability. Clear review points on updated bankruptcy model regarding deemed cancellation of debt income in the attribute reduction sections.

$675.00 $380.00

2.9 2.7

$1,957.50 $1,026.00

Velarde, Jose

$380.00

3.1

$1,178.00

Velarde, Jose

$380.00

1.8

$684.00

Velarde, Jose

$380.00

3.5

$1,330.00

10/11/2011 Rhone, Tiffany Review the representation letter and net operating loss carryback workpapers to track net operating losses previously utilized. Review the solvency and research issues around nonrecourse debt for solvency purposes. Gather federal tax return data to properly use tax information on the bankruptcy model. Update bankruptcy model by updating entity balance sheet accounts to be consistent with the entities that had accounts that were reclassified. $675.00 2.3 $1,552.50

Rhone, Tiffany Velarde, Jose Velarde, Jose

$675.00 $380.00 $380.00

1.3 1.1 3.0

$877.50 $418.00 $1,140.00

10/12/2011 Rhone, Tiffany Discuss latest bankruptcy model with J. Velarde regarding updated review points, missing items on model, and proper method of listing tax attributes. Review solvency calculations in the bankruptcy tax model. Discuss latest bankruptcy model with T. Rhone regarding updated review points, missing items on model, and proper method of listing tax attributes. $675.00 1.0 $675.00

Rhone, Tiffany Velarde, Jose

$675.00 $380.00

1.8 1.0

$1,215.00 $380.00

10/13/2011 Velarde, Jose Update bankruptcy diagram with new revisions regarding public partnership and tax consequences. $380.00 1.3 $494.00

10/14/2011 Reiff, Chris Rhone, Tiffany Review various emails regarding 2010 rollforward of Perkins stock basis calculations. Read the disclosure document to determine who secured which specifics debt. $770.00 $675.00 0.3 1.4 $231.00 $945.00

Perkins & Marie Callender's Inc., et al. Deloitte Tax LLP Fees Sorted by Category for the Fee Period October 01, 2011 - October 31, 2011
Date Tax Advisory Services
10/14/2011 Velarde, Jose Clear review points regarding tax attributes such as alternative minimum tax tracking from earliest available tax year. Clear review points regarding net operating loss allocation. Add net operating losses for years prior to 2007 tax year and determine the order of losses allocated. $380.00 2.6 $988.00

Description

Rate

Hours

Fees

Velarde, Jose

$380.00

2.2

$836.00

10/17/2011 Reiff, Chris Wysocki, Kristen Wysocki, Kristen 10/18/2011 Reiff, Chris Reiff, Chris Wysocki, Kristen Wysocki, Kristen 10/19/2011 Harrison, Steve Discuss Perkins bankruptcy model with T. Rhone and J. Velarde regarding general updates, carryback claims, Separate Return Limitation Year carrybacks, substitute agent, and insolvency calculations. Prepare for meeting with T. Rhone and J. Velarde to discuss carryback claims, insolvency calculations, and other related tax matters. Finalize transmittal letter. Prepare for status meeting with S. Harrison and J. Velarde to discuss carryback claim and insolvency calculations. Discuss Perkins bankruptcy model with J. Velarde and S. Harrison regarding general updates, carryback claims, Separate Return Limitation Year carrybacks, substitute agent, and insolvency calculations. Discuss Perkins bankruptcy model with J. Velarde regarding general updates and revisions for updating insolvency tabs within the model. Also, discuss new revisions on tax attribute tabs. Review attributes for income calculations. Discuss Perkins bankruptcy model with T. Rhone and S. Harrison regarding general updates, carryback claims, Separate Return Limitation Year carrybacks, substitute agent, and insolvency calculations. Discuss Perkins bankruptcy model with T. Rhone regarding general updates and revisions for updating insolvency tabs within the model. Also, discuss new revisions on tax attribute tabs. $770.00 1.1 $847.00 Review 2010 stock basis rollforward. Begin to prepare transmittal letter. Correct amounts in the 2010 software to determine Perkin's basis. Prepare Perkins tax stock basis reports. $770.00 $770.00 $285.00 $285.00 1.3 2.6 0.6 0.4 $1,001.00 $2,002.00 $171.00 $114.00 Discuss updates related to Perkins 2010 stock basis rollforward data with K. Wysocki. Discuss updates related to Perkins 2010 stock basis rollforward data with C. Reiff. Update the 2010 data for purposes of calculating Perkin's stock basis as of 12/31/2010. $770.00 $285.00 $285.00 0.2 0.2 1.9 $154.00 $57.00 $541.50

Harrison, Steve

$770.00

0.5

$385.00

Reiff, Chris Rhone, Tiffany

$770.00 $675.00

0.5 0.6

$385.00 $405.00

Rhone, Tiffany

$675.00

1.1

$742.50

Rhone, Tiffany

$675.00

0.5

$337.50

Rhone, Tiffany Velarde, Jose

$675.00 $380.00

0.6 1.1

$405.00 $418.00

Velarde, Jose

$380.00

0.5

$190.00

Perkins & Marie Callender's Inc., et al. Deloitte Tax LLP Fees Sorted by Category for the Fee Period October 01, 2011 - October 31, 2011
Date Tax Advisory Services
10/21/2011 Velarde, Jose Clear review points and update new calculations for insolvency in the bankruptcy model for each entity. Establish new calculation for insolvency and leave placeholder to plug stock basis once it is received. $380.00 3.1 $1,178.00

Description

Rate

Hours

Fees

10/31/2011 Harrison, Steve Sullivan, Brian Subtotal for Tax Advisory Services: Total Prepare for Perkins tax meetings in Memphis. Prepare for meeting with P. Schifani and B. Payne related to state tax issues workplan. $770.00 $900.00 1.2 0.7 94.1 114.3 $924.00 $630.00 $48,317.00 $56,361.00

Name
Sullivan, Brian Harrison, Steve Reiff, Chris Rhone, Tiffany DeGutis, Vincent Boyd, Chad Cunningham, Julia Velarde, Jose Austin, Carisa Wysocki, Kristen Total

Recapitulation Rate
$900.00 $770.00 $770.00 $675.00 $650.00 $560.00 $490.00 $380.00 $285.00 $285.00

Hours
0.7 6.7 4.9 31.1 1.0 1.0 0.7 50.7 14.4 3.1 114.3

Fees
$630.00 $5,159.00 $3,773.00 $20,992.50 $650.00 $560.00 $343.00 $19,266.00 $4,104.00 $883.50 $56,361.00

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: December 15, 2011 at 4:00 p.m. (ET) Hearing Date: N/A

NOTICE OF APPLICATION TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE COMMITTEE; (III) COUNSEL TO THE AGENT FOR THE DEBTORS’ PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-IN-POSSESSION FINANCING FACILITY; (IV) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VI) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; AND (VII) ALL PARTIES THAT, AS OF THE FILING OF THE APPLICATION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.

PLEASE TAKE NOTICE that the Fourth Monthly Fee Application for Compensation for Services Rendered and Reimbursement of Expenses of Deloitte Tax LLP as Tax Services Provider to the Debtors and Debtors-in-Possession for the Period from October 1, 2011 Through October 31, 2011 (the “Application”) has been filed with the Court. The Application seeks allowance of monthly fees in the amount of $56,361.00 and no monthly expenses. PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, must be filed on or before December 15, 2011 at 4:00 p.m. (ET) (the “Objection Deadline”) with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, you must also serve a copy of your objection upon the following so as to be received on or before the Objection Deadline: (i) the Debtors, Perkins & Marie Callender’s Inc., 6075 Poplar Avenue, Suite 800, Memphis, TN 38119 (Attn: Joseph F. Trungale); (ii) counsel to the Debtors, Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, NY 10174 (Attn: Mitchel H. Perkiel and Brett D. Goodman) and Young Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West Street, 17th Floor, Wilmington, DE 19801 (Attn: Robert F. Poppiti, Jr.); (iii) counsel to the agent
The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Perkins & Marie Callender’s Inc. (4388); Perkins & Marie Callender’s Holding Inc. (3999); Perkins & Marie Callender’s Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.
1

01: 11639636.1

070242.1001

for the Debtors’ pre-petition Credit Facility and post-petition debtor-in-possession financing facility, Paul Hastings LLP, 600 Peachtree Street, N.E., Twenty-Fourth Floor, Atlanta, GA 30308 (Attn: Jesse H. Austin, III); (iv) counsel to the indenture trustee for the Senior Secured Notes, Emmet, Marvin & Martin, LLP, 120 Broadway, 32nd Floor, New York, NY 10271 (Attn: Edward P. Zujkowski); (v) counsel to the indenture trustee for the Senior Notes, Foley & Lardner LLP, 90 Park Avenue, New York, NY 10016-1314 (Attn: Douglas Spelfogel); (vi) counsel to the Restructuring Support Parties, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036 (Attn: Ira Dizengoff) and 1333 New Hampshire Avenue, N.W., Washington, DC 20036 (Attn: Scott L. Alberino); (vii) counsel to the Committee, Ropes and Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704 (Attn: Mark R. Somerstein); and (viii) the Office of the United States Trustee for the District of Delaware, 844 North King Street, Room 2207, Wilmington, DE 19801 (Attn: Richard Schepacarter). PLEASE TAKE FURTHER NOTICE THAT UNDER THE ORDER PURSUANT TO 11 U.S.C. §§ 105(a) AND 331, BANKRUPTCY RULE 2016 AND LOCAL RULE 2016-1 ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS [DOCKET NO. 169], IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THIS NOTICE, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF REQUESTED FEES AND 100% OF REQUESTED EXPENSES IN THE APPLICATION WITHOUT FURTHER ORDER OF THE COURT. ONLY IF AN OBJECTION TO THE APPLICATION IS PROPERLY AND TIMELY FILED AND SERVED IN ACCORDANCE WITH THIS NOTICE WILL A HEARING BE HELD ON THE APPLICATION. ONLY THOSE PARTIES PROPERLY AND TIMELY FILING AND SERVING OBJECTIONS WILL RECEIVE NOTICE AND BE HEARD AT SUCH HEARING. Dated: November 30, 2011 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building, 1000 West Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Hollace T. Cohen Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR PERKINS & MARIE CALLENDER’S INC., ET AL., Debtors and Debtors-in-Possession 2
01: 11639636.1 070242.1001