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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 RESOLVING DISPUTES CONCERNING PROOF OF CLAIM NUMBERED 2190 FILED BY GEORGE CALLAS 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 this Court. Subsequent to the Petition Date, on November 30, 2011, George Callas, on behalf of himself, his affiliates and other persons or entities directly or indirectly owned or controlled by George Callas (“Callas”), filed proof of claim number 2190 (the “Callas Claim”) in the Chapter 11 Cases against Perkins & Marie Callender’s Inc. in the amount of $5,856,110.00 based on amounts allegedly owed to Callas as a result of the Debtors’ rejection, pursuant to section 365 of the Bankruptcy Code, of that certain Development Agreement (as may have been amended

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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from time to time) entered into by and between Callas and Perkins Restaurants, Inc., a predecessor to the Reorganized Debtors, on or about June 1985. By an order dated September 28, 2011 [Docket No. 1057] (the “Standing Order”), the Court authorized the Official Committee of Unsecured Creditors (the “Committee”) in the Chapter 11 Cases to, inter alia, prosecute claims and causes of action against Callas relating to the Callas Claim, including, without limitation, causes of action arising under chapter 5 of the Bankruptcy Code. 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 Rule 3020 of the Federal Rules of Bankruptcy Procedure. The Effective Date of the Plan occurred on November 30, 2011 [Docket No. 1370]. Prior to the filing of any formal objection to the Callas Claim, the Reorganized Debtors, the Claims Administrator, and Callas (collectively, the “Parties”) engaged in arm’slength negotiations based upon the specific facts and circumstances at issue and agreed to resolve any and all remaining disputes relating to the Callas Claim pursuant to the terms of that certain Stipulation Resolving Disputes Concerning Proof of Claim Numbered 2190 Filed by George Callas (the “Stipulation”).3 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
To the extent that 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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without further order of the Court, pursuant to the terms of the Stipulation, the Parties agreed that the Stipulation is subject to the approval of the Court. The Claims Administrator, the

Restructuring Support Parties, and Callas have each consented to the entry of the Proposed Order. Accordingly, the Debtors respectfully request the Court to enter the Proposed Order, attached hereto as Exhibit A, without further notice or a hearing. Dated: June 6, 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 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 THE REORGANIZED DEBTORS

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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. Ref. Docket No. __________ ORDER APPROVING STIPULATION RESOLVING DISPUTES CONCERNING PROOF OF CLAIM NUMBERED 2190 FILED BY GEORGE CALLAS Upon consideration of the Stipulation Resolving Disputes Concerning Proof of Claim Numbered 2190 Filed by George Callas (the “Stipulation”), a copy of which is attached hereto as Exhibit 1; and it appearing that the Stipulation is in the best interests of the Debtors, their estates and creditors, Perkins & Marie Callender’s, LLC and its affiliated Reorganized Debtors, 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 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

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.

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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 enforce this Order and the Stipulation and to hear any matters or disputes arising from or relating to this Order and the Stipulation. Date: June ___, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT 1 Stipulation

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) Chapter 11 ) ) Case No. 11-11795 (KG) ) ) ) Jointly Administered )

In re: PERKINS & MARIE CALLENDER’S INC., et al.,1 Debtors and Reorganized Debtors.

STIPULATION RESOLVING DISPUTES CONCERNING PROOF OF CLAIM NUMBERED 2190 FILED BY GEORGE CALLAS This stipulation (the “Stipulation”) is made by and among (i) Perkins & Marie Callender’s, LLC (“PMCL”) and its affiliated Reorganized Debtors
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(collectively, the

“Reorganized Debtors”), (ii) the Claims Administrator (as defined below) and (iii) George Callas, on behalf of himself, his affiliates and other persons or entities directly or indirectly owned or controlled by George Callas (“Callas” and, together with the Reorganized Debtors and the Claims Administrator, the “Parties”); WHEREAS, on June 13, 2011 (the “Petition Date”), Perkins & Marie Callender’s Inc. (“PMCI”) and each of the other Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), in the

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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. Upon the Plan Effective Date (defined below), the Debtors became the Reorganized Debtors (defined in text). 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”).

United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) commencing chapter 11 cases which are jointly administered; WHEREAS, on June 24, 2011, the Office of the United States Trustee appointed the official committee of unsecured creditors (the “Committee”); WHEREAS, Callas entered into that certain Development Agreement with Perkins Restaurants, Inc., a predecessor to the Reorganized Debtors, on or about June 1985 (as may have been amended from time to time, the “Development Agreement”); WHEREAS, on November 30, 2011, Callas filed proof of claim number 2190 (the “Callas Claim”) against PMCI in the amount of $5,856,110.00 based on amounts allegedly owed to Callas as a result of the Debtors’ rejection of the Development Agreement pursuant to Bankruptcy Code section 365; WHEREAS, by an order dated September 28, 2011 [D.I. 1057] (the “Standing Order”), the Bankruptcy Court authorized the Committee to, inter alia, prosecute claims and causes of action against Callas relating to the Callas Claim, including, without limitation, causes of action arising under chapter 5 of the Bankruptcy Code; WHEREAS, by an order dated November 1, 2011 [D.I. 1287] (the “Confirmation Order”), the Bankruptcy Court confirmed the Plan; WHEREAS, the effective date of the Plan occurred on November 30, 2011 (the “Plan Effective Date”); WHEREAS, pursuant to the terms of the Plan, the Debtors had the right to object to claims filed against the Debtors’ estates up to and including 60 days after the Plan Effective Date (the “Claims Objection Deadline”), which deadline was extended through and including April 30, 2012 by an order entered by the Bankruptcy Court on February 21, 2012 [D.I. 1584]. On

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April 27, 2012, the Reorganized Debtors filed a motion to request a further extension of the Claims Objection Deadline up through and including July 2, 2012 [D.I. 1669]. From and after the Plan Effective Date, the Debtors may settle claim objections without further order of the Bankruptcy Court; provided, however, that except as provided in Article VII.L.1 of the Plan, the Claims Administrator (as defined below) has consent rights over any settlement of objections to General Unsecured Claims (as defined in the Plan) 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 (as such terms are defined in the Plan); WHEREAS, notwithstanding the Debtors’ authority to settle claim objections without further order of the Bankruptcy Court, the Parties have agreed to seek approval of this Stipulation by the Bankruptcy Court; WHEREAS, pursuant to the terms of the Plan, a claims administrator was appointed on the Plan Effective Date (the “Claims Administrator”), and the Claims Administrator became the successor in interest to the Committee on the Plan Effective Date with respect to any objections to claims or other actions brought by the Committee during the pendency of the Chapter 11 Cases; and WHEREAS, prior to the filing of any formal objection to the Callas Claim, the Parties engaged in arm’s-length negotiations based upon the specific facts and circumstances at issue and agreed to resolve any and all remaining disputes relating to the Callas Claim pursuant to the terms of this Stipulation.

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NOW, THEREFORE, IT IS STIPULATED AND AGREED AS FOLLOWS: 1. Except as otherwise provided herein, the Parties hereby agree that entry into this

Stipulation will fully and finally resolve any and all issues, disputes or controversies related to the Callas Claim and the Development Agreement. 2. In full and final satisfaction of the Callas Claim, PMCL will pay to the order of

George Callas $110,000 in cash (the “Callas Distribution”), which shall be made in eight (8) quarterly payments of $13,750 (each, a “Quarterly Payment”). The Quarterly Payments shall be issued to George Callas and sent to the following address: 632 Valley Road, Brielle, New Jersey 08730 (the “Callas Payment Address”). Callas (or a duly appointed representative of Callas) shall immediately inform the Reorganized Debtors of any changes to the Callas Payment Address. 3. The first Quarterly Payment shall be mailed and post-marked within five (5)

business days of the Stipulation Effective Date (as defined below) (the “Initial Distribution Date”). All subsequent Quarterly Payments shall be shall be mailed and post-marked by March 15, June 15, September 15 and December 15 of each year until the entire Callas Distribution shall have been paid in full in cash; provided, however, that the first Quarterly Distribution following the Initial Distribution Date shall not occur less than 3 months after the Initial Distribution Date; provided, further, however, that if any scheduled distribution date falls on a weekend or holiday, the distribution of such Quarterly Payment shall occur on the next business day. 4. A default shall be deemed to occur under this Stipulation if any Quarterly

Payment is not mailed and post-marked within the time periods prescribed in paragraph 3 above. In the event of a default, Callas shall give written notice to the Chief Executive Officer of PMCL

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at its then-current business address. In the event that any such default is not cured within ten (10) business days of receipt by PMCL of such written notice (the “Notice Date”), Callas may, at its option, declare the entire unpaid balance of the Callas Distribution to be immediately due and payable in full without further notice or demand (the “Acceleration Option”). Failure to exercise this option shall not constitute a waiver of the right to exercise this option at a later date; provided, however, that Callas may not exercise the Acceleration Option if there is no thencurrent default pursuant to the terms of this Stipulation. 5. The treatment of the Callas Claim as set forth herein shall be of no force or effect

unless and until it is approved by a Final Order (defined below) of the Bankruptcy Court (the date upon which the Stipulation is approved by a Final Order of the Bankruptcy Court, the “Stipulation Effective Date”). In the event that this Stipulation is not approved by the

Bankruptcy Court, nothing contained herein shall be deemed to be a waiver of any claims or objections of, or an admission of liability by, any Party hereto and, in such event, all rights of the Parties shall be preserved. For the purposes of this Stipulation, “Final Order” shall mean an order or judgment of a court, as entered on the docket of such court, the operation or effect of which has not been stayed, reversed, vacated or amended, and as to which order or judgment (or any revisions, modification, or amendment thereof) the time to appeal, petition for certiorari, or seek review or rehearing has expired or, if such proceedings were filed, it no longer remains pending or subject to further timely petition for appeal or other review; provided, however, that, if the Stipulation Effective Date has not occurred by the close of business on August 1, 2012 (the “Stipulation Termination Date”), this Stipulation shall be of no force and effect. The Parties may jointly agree, in writing, to extend the Stipulation Termination Date.

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6.

Upon the Stipulation Effective Date, the Callas Claim shall receive the treatment

as provided for in this Stipulation (and shall be entitled to receive no other treatment or distribution, including under the Plan). 7. Except as otherwise provided herein with respect to the Callas Distribution, and

subject to the approval of this Stipulation by the Bankruptcy Court, Callas shall not be entitled to receive any distribution on account of the Callas Claim, the Development Agreement or any other claims in connection with, arising out of or relating to the Callas Claim or the Development Agreement. 8. This Stipulation and all the provisions hereof shall be binding upon and shall

inure to the benefit of all the Parties hereto, each of their respective executors, heirs, successors and assigns, and all entities claiming by or through any of the Parties with respect to the subject matter hereof and relating to this Stipulation. The Parties agree to prosecute, support and defend all terms of this Stipulation to the extent necessary and to comply with all terms hereof, including defending this Stipulation against any third parties or other parties in interest in the Debtors’ Chapter 11 Cases. 9. Upon the Stipulation Effective Date, except as provided herein and except with

respect to the rights and obligations under this Stipulation, the Debtors shall be deemed to have forever waived, released, acquitted and discharged Callas, including Callas’ current, former or future officers, managers, directors, governors, employees, stockholders, agents, servants, assigns, successors, predecessors, representatives, members, financial advisors, industry experts/advisors, attorneys, trustees, beneficiaries, partners, subsidiaries, parent entities, affiliates and other professionals, each in their capacity as such and in no other capacity, and Callas shall be deemed to have forever waived, released, acquitted and discharged the Debtors and the

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Reorganized Debtors, including the Debtors’ and Reorganized Debtors’ current, former or future officers, managers, directors, governors, employees, stockholders, agents, servants, assigns, successors, predecessors, representatives, members, financial advisors, industry experts/advisors, attorneys, trustees, beneficiaries, partners, subsidiaries, parent entities, affiliates and other professionals, each in their capacity as such and in no other capacity, from any and all claims, demands, debts, objections to claims, obligations, damages, losses or liabilities whatsoever of any nature, type or description, whether known or unknown, suspected or unsuspected, concealed or hidden, direct or indirect, patent or latent, or fixed or contingent, arising out of or relating to any cause, matter or thing from the beginning of time through the date of this Stipulation, pertaining in any way to the Development Agreement or the Callas Claim. 10. The Parties agree that nothing in this Stipulation is intended or shall be deemed to

limit or otherwise affect the discharge, injunction, release, and related provisions provided for in the Plan and the Confirmation Order. 11. Callas shall not pursue any claims or causes of action, assert defenses, or seek or

assert any other form of legal or equitable relief, against the Reorganized Debtors, the Debtors, their estates or any franchisee relating to the ownership or franchising of any Debtor or Reorganized Debtor restaurants based on the Development Agreement or the Callas Claims on any basis, including the basis of any purported territorial exclusivity granted to Callas. 12. Subject to the approval of this Stipulation by the Bankruptcy Court, Callas agrees

that (i) the payment of the Callas Distribution to Callas shall be in lieu of any distributions that Callas would otherwise be entitled to receive on account of the Callas Claim pursuant to the terms of the Plan; (ii) Callas shall not be entitled to any distribution from the Cash Cap Amount (as defined in the Plan); (iii) Callas’ sole recourse with respect to the Callas Claim and the Callas

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Distribution is against the Debtors only, as set forth herein, and Callas will not seek to obtain a recovery from any other party on account of the Callas Claim, the Development Agreement or the Callas Distribution; and (iv) as of the Stipulation Effective Date, the Development Agreement shall be deemed terminated without any further action by the Parties, and Callas shall not be entitled to any claims or causes of actions against the Debtors or the Reorganized Debtors in connection with such termination and shall be entitled to no further rights under the Development Agreement. 13. This Stipulation constitutes the entire agreement between the Parties relating to

the subject matter hereof, and supersedes all prior negotiations or agreements, oral or written, between the Parties with respect to all or any part of the subject matter hereof, which negotiations or agreements shall be of no further force or effect. It is expressly understood and agreed by the Parties that this Stipulation may not be altered, amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by each of the Parties or their authorized representatives. 14. This Stipulation shall not be construed as an admission of liability or wrongdoing

by any of the Parties. 15. This Stipulation shall be construed and interpreted in accordance with the laws of

the State of Delaware, without regard to the choice of law principles of the State of Delaware. The Parties have each cooperated in drafting this Stipulation. Therefore, in any action or proceeding concerning this Stipulation, the provisions hereof shall be construed as if jointly drafted by the Parties. 16. By their signatures hereto, each of the undersigned (a) represents that it has been

duly authorized to enter into this Stipulation on behalf of its client(s), and (b) requests that the

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Bankruptcy Court approve this Stipulation as an order of the Bankruptcy Court. In addition, Callas represents that it is the holder of the Callas Claim and has not sold, assigned, pledged or otherwise transferred the Callas Claim and has authority to enter into this Stipulation. 17. The Bankruptcy Court shall retain jurisdiction to enforce this Stipulation and to

hear any matters or disputes arising from or relating to this Stipulation. An action to enforce the terms of this Stipulation may be brought in any court with appropriate jurisdiction over the subject matter and the Parties. 18. Facsimile or electronic copies (i.e. PDF) of signatures on this Stipulation are

acceptable and shall have the same force and effect as original signatures. 19. This Stipulation may be executed in identical counterparts, each of which is

deemed an original, but when taken together constitute one and the same document. 20. This Stipulation and all the provisions hereof shall be binding upon and shall

inure to the benefit of the Parties, each of their respective executors, heirs, successors and assigns, and all entities claiming by or through any of the Parties. 21. No modification, cancellation, discharge or waiver of, or with respect to, any

provision of this Stipulation, or consent to any departure from any of the terms or conditions hereof, shall in any event be effective unless it is in writing and signed by each of the Parties.

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ROPES & GRAY LLP /s/ Mark R. Somerstein Mark R. Somerstein, Esq. 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 Steven T. Hoort, Esq Andrew G. Devore, Esq. Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Telephone: (617) 951-7618 Facsimile: (617) 951-7050 Counsel to the Claims Administrator

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