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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.

CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER APPROVING STIPULATION BETWEEN THE CHARTIS COMPANIES AND THE REORGANIZED DEBTORS REGARDING CERTAIN CLAIMS OF THE CHARTIS COMPANIES On June 13, 2011 (the “Petition Date”), each of the Debtors2 filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), and each thereby commenced chapter 11 cases (collectively, the “Chapter 11 Cases”) in the Court. On November 1, 2011, the Court entered an order [Docket No. 1287] (the “Confirmation Order”) confirming the Plan pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. The Effective Date of the Plan occurred on November 30, 2011 [Docket No. 1370]. Pursuant to the terms of the Plan, the Reorganized Debtors have the right to object to claims filed against the Debtors’ estates up to and including 60 days after the Effective Date, which deadline was initially extended through and including April 30, 2012 by an order entered by the Court on February 21, 2012 [Docket No. 1584], and which deadline the Reorganized
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. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the “Plan”).
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Debtors have since sought to further extend [Docket No. 1669]. From and after the Effective Date, the Reorganized Debtors may settle claim objections without further order of the Court; provided, however, that except as provided in Article VII.L.1 of the Plan, the Claims Administrator has consent rights over any settlement of objections to General Unsecured Claims to the extent that (i) such General Unsecured Claim is settled for an amount equal to or greater than $150,000 and (ii) such claimant is a Cash Eligible Claimant and has not made the Class 5 Equity Election. Subsequent to the Petition Date, AIU Insurance Company, Chartis Excess Limited, Commerce and Industry Insurance Company, Illinois National Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh PA, New Hampshire Insurance Company, and certain other entities related to Chartis Inc. (collectively, the “Chartis Companies,” and together with the Reorganized Debtors, the “Parties”) timely filed various proofs of claim against the Debtors and their estates in the Chapter 11 Cases on account of the Chartis Insurance Program.3 These proofs of claim were subsequently assigned Claim Numbers 1210, 1212, 1213, 1214, 1215, 1216, 1217, 1218, 1220, 1221, 1222 and 1224 (collectively, and together with any other proofs of claim filed by the Chartis Companies in the Chapter 11 Cases, the “Chartis Claims”) by the claims and noticing agent in the Chapter 11 Cases. Since the filing of the Chartis Claims, the Parties have entered into discussions regarding such claims. As a result of these discussions, the Parties have reached an agreement with respect thereto, the full terms and conditions of which are set forth in the Stipulation Between the Chartis Companies and the Reorganized Debtors Regarding Certain Claims of the
For purposes of the Stipulation (as defined below), “Chartis Insurance Program” means all insurance policies and all agreements, documents or instruments relating thereto that have been issued or entered into by the Chartis Companies (or any of them) to or with one or more of the Debtors and their respective predecessors and/or affiliates.
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Chartis Companies (the “Stipulation”).4 A copy of the Stipulation is attached as Exhibit 1 to the proposed form of order (the “Proposed Order”) attached hereto as Exhibit A. The Reorganized Debtors submit that the Stipulation and the Proposed Order are appropriate and consistent with the Parties’ discussions, and that entry of the Proposed Order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. Notwithstanding the Reorganized Debtors’ authority under the Plan to settle claim objections without further order of the Court, the Parties agreed that the Stipulation would be subject to the Court’s approval. The Chartis Companies have consented to the entry of the Proposed Order. Accordingly, the Reorganized Debtors respectfully request the Court to enter the Proposed Order, attached hereto as Exhibit A, without further notice or a hearing. Dated: May 16, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR THE REORGANIZED DEBTORS

To the extent there is any inconsistency between the summary provided herein and the actual terms and conditions of the Stipulation, the latter shall control.

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EXHIBIT A Proposed Order

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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.

ORDER APPROVING STIPULATION BETWEEN THE CHARTIS COMPANIES AND THE REORGANIZED DEBTORS REGARDING CERTAIN CLAIMS OF THE CHARTIS COMPANIES Upon consideration of the Stipulation Between the Chartis Companies and the Reorganized Debtors Regarding Certain Claims of the Chartis Companies (the “Stipulation”),2 a copy of which is attached hereto as Exhibit 1; and it appearing that the Stipulation is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors and other parties in interest in these chapter 11 cases; and after due deliberation and sufficient cause appearing therefor, it is hereby: ORDERED that the Stipulation is approved and the terms, conditions and provisions of the Stipulation are incorporated in this Order by reference as if fully set forth herein; and it is further ORDERED that the claims agent in these chapter 11 cases, Omni Management Group, LLC, is hereby authorized and empowered to amend the claims register in these chapter

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. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Stipulation.
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11 cases as necessary to comport with the entry of this Order and the terms, conditions and provisions of the Stipulation; and it is further ORDERED that the Reorganized Debtors are authorized and empowered to take any and all necessary steps to carryout and otherwise effectuate the terms, conditions and provisions of the Stipulation; and it is further ORDERED that this Court shall retain jurisdiction to interpret and enforce this Order; provided, however, any action, controversy, dispute, claim or question arising out of or relating to the Chartis Insurance Program, including, without limitation, its interpretation, performance or non-performance by any party, any breach thereof or any claims arising thereunder shall be referred to and resolved solely in accordance with the terms and conditions of the Chartis Insurance Program, including, but not limited to, any choice of law, forum or jurisdiction provision therein; provided, further, that to the extent any action, controversy, dispute, claim or question involves, in any way, the terms of this Order and the terms of the Chartis Insurance Program, the Parties agree that the terms of the Chartis Insurance Program shall govern. Date: May _____, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT 1 Stipulation

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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.

STIPULATION BETWEEN THE CHARTIS COMPANIES AND THE REORGANIZED DEBTORS REGARDING CERTAIN CLAIMS OF THE CHARTIS COMPANIES This Stipulation Between the Chartis Companies (as defined below) and the Reorganized Debtors Regarding Certain Claims of the Chartis Companies (this “Stipulation”) is entered into by and among Perkins & Marie Callender’s, LLC and its affiliated Reorganized Debtors,2 on the one hand, and AIU Insurance Company, Chartis Excess Limited, Commerce and Industry Insurance Company, Illinois National Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh PA, New Hampshire Insurance Company, and certain other entities related to Chartis Inc. (collectively, the “Chartis Companies”), on the other hand, by and through their respective undersigned counsel. RECITALS A. On June 13, 2011 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et

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. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the “Plan”).
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seq. (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Court”). Subsequent to the Petition Date, the Debtors continued to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. B. On or about August 11, 2011, the Chartis Companies timely filed various proofs

of claim against the Debtors and their Estates in the Chapter 11 Cases on account of the Chartis Insurance Program.3 These proofs of claim were subsequently assigned Claim Numbers 1210, 1212, 1213, 1214, 1215, 1216, 1217, 1218, 1220, 1221, 1222 and 1224 (collectively with any other proofs of claim filed by the Chartis Companies in the Chapter 11 Cases on account of the Chartis Insurance Program, the “Chartis Claims”) by the claims and noticing agent in the Chapter 11 Cases. C. On or about November 1, 2011, the Court entered an order [Docket No. 1287]

(the “Confirmation Order”) confirming the Plan pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. D. E. On or about November 30, 2011, the Effective Date occurred. The Reorganized Debtors and the Chartis Companies (each, a “Party,” and

collectively, the “Parties”) have agreed to resolve the Chartis Claims as provided for herein. NOW, THEREFORE THE UNDERSIGNED STIPULATE AND AGREE AS FOLLOWS: AGREEMENT 1. The recitals set forth in Paragraphs A through E above are incorporated

herein by this reference.
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For purposes of this Stipulation, “Chartis Insurance Program” shall mean all insurance policies and all agreements, documents or instruments relating thereto that have been issued or entered into by the Chartis Companies (or any of them) to or with one or more of the Debtors and their respective predecessors and/or affiliates.

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2.

The Parties hereby acknowledge and agree that nothing in the Plan, the

Confirmation Order, any exhibit to the Plan, the Plan Supplement or any other Plan document (including, without limitation, any provision that purports to be preemptory or supervening) shall in any way operate to, or have the effect of, expanding the scope of, altering, or impairing in any respect the prepetition legal, equitable or contractual rights, obligations and defenses of the insured or insurer under the Chartis Insurance Program and applicable non-bankruptcy law, and the Chartis Companies shall retain any and all defenses to coverage that the Chartis Companies may have, including, without limitation, the right to contest and/or litigate with any party, including, without limitation, the Debtors and the Reorganized Debtors, the existence, primacy and/or scope of available coverage under any alleged applicable policy and related agreements. With respect to the Chartis Insurance Program, the rights and obligations of the insured and the insurer shall be determined under the Chartis Insurance Program, including, without limitation, all terms, conditions, limitations and exclusions thereof, which shall remain in full force and effect, and applicable non-bankruptcy law. 3. Immediately upon the Court’s entry of an order approving this Stipulation,

the Chartis Claims shall be deemed withdrawn with prejudice without the need for further action on the part of either of the Parties. 4. Pursuant to Paragraph 2 of this Stipulation, the valid claims of the Chartis

Companies arising under the Chartis Insurance Program (a) shall be due and payable in the ordinary course of business by the Reorganized Debtors pursuant to the Chartis Insurance Program without the need or requirement for the Chartis Companies to file proofs of claim in the Chapter 11 Cases and (b) shall not be discharged or released by the Plan or the Confirmation Order.

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5.

Nothing in this Stipulation is intended to, or shall be deemed to, amend or

otherwise alter the terms and conditions of the Plan and the Confirmation Order. 6. Any ambiguities are not to be construed against either Party solely due to

the identity of the drafter. 7. This Stipulation shall not be modified, altered or amended without the

proper written consent of all Parties hereto. 8. Each person signing this Stipulation represents and warrants that such

person has been duly authorized and has the requisite authority to execute and deliver this Stipulation on behalf of such person’s respective Party and to bind such person’s respective Party to the terms and conditions of the Stipulation. Each Party shall bear its own attorneys’ fees and costs with respect to the execution and delivery of this Stipulation. 9. This Stipulation may be executed in counterparts, each of which when so

executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Stipulation. Delivery of an executed counterpart of a signature page of this Stipulation by telecopy shall be as effective as delivery of a manually executed copy of this Stipulation. 10. This Stipulation is governed by and shall be construed in accordance with

the laws of the State of Delaware, without regard to its conflict of laws provisions. 11. The Court shall retain jurisdiction to interpret and enforce this Stipulation;

provided, however, any action, controversy, dispute, claim or question arising out of or relating to the Chartis Insurance Program, including, without limitation, its interpretation, performance or non-performance by any party, any breach thereof or any claims arising thereunder shall be referred to and resolved solely in accordance with the terms and conditions of the Chartis

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Insurance Program, including, but not limited to, any choice of law, forum or jurisdiction provision therein; provided, further, that to the extent any action, controversy, dispute, claim or question involves, in any way, the terms of this Stipulation and the terms of the Chartis Insurance Program, the Parties agree that the terms of the Chartis Insurance Program shall govern. AGREED TO: Dated: May 16, 2012 By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) YOUNG CONAWAY STARGATT & TAYLOR LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - and Mitchel H. Perkiel Brett D. Goodman TROUTMAN SANDERS LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 Counsel for the Reorganized Debtors Dated: May 16, 2012 By: /s/ Ryan G. Foley Ryan G. Foley Chartis 5 Wood Hollow Rd., 3rd Floor Parsippany, NJ 07054 Telephone: (973) 402-2841 Facsimile: (973) 331-8598 On Behalf of the Chartis Companies

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