In re:
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELA WAREc
Chapter 11
LAST CALL GUARANTOR, LLC, et al.,1 Case No. 16-11844 (KG) Debtors.
Al?Ffl t\ IT IN SUPP STA TE OF TEXAS
COUNTY OF DALLAS
(Jointly Administered)
• R JfTF.NTI 01
ss:
The undersigned hereby declares, under penalty of pe1jury, as follows:
1. I am a member, partner or similar representative of the following finn (the
"Firm"), which maintains offices at the address and phone number listed below:
.Eirm:
BOO USA, LLPt\clrlr . s ancl Pht>11<' N11n1IH·r: 700 No1th Pearl, Suite 2000; Dallas, TX 75201 (214) 969-7007
2. This Affidavit is submitted in connection with an Order of the United States Bankruptcy Court for the District of Delaware, dated
tCp.\e.Mber
.lJ.aoJ4LDocket No~ (the"Order") authorizing Last Call Guarantor, LLC and the other above-captioned debtors and debtors-in-possession (collectively, the "Debtors") to retain certain professionals in the ordinary
se1·vices (or continue to pl'Ovicle services) to the Debtors, and the Firn~ has agreed to pl'Ovide such se1·vices.
3. The Firm, through me, and other members, partners, associates or employees of the Finn, has provided, and/or plans to provide, the following legal or other services to the Debtors from and after the Petition Date:
Income tax 1·eturn cornpl innce services for the 2015 tax year and 2016 tax year (either date of sale, l iquidcilion date or 12/31/2016. T f there wi II be lwo Jil ing periods in 2016, lhe 2016 fee shown is only for one filing period. lf there will be an C1dditional filing period for the 20 l 6 tax year, a separnte motion will be tiled to obtain approvals as needed). Income tax return comp! iance services wi 11 be rendered for a fixed fee in the amount of $60,000 for the 2015 tax returns, and
$62,000 for the 2016 tax returns (see note above for 2016). Please see attached Schedule l for a list of the tax retmns that are included in the fixed fee. If any additional state tax return filings are needed, those will be billed at $850 per additional state tax return.
Tax consulting services, including responding to state and local income tax notices, will be billed Ill BDO's standard hourly rates as shown below.
Audit services to complete the audit of the Last Call Opernting Co. I, lnc. 40 I (k) Plan for year ending December 31, 2015 will not exceed $9,500. The hourly billing rates for BDO services described above is as follows (plus out of pocket expenses):
Partners/Directors Senior Managers Managers Seniors Staff
$600 - $700
$425 - $450
$300 - $375
$200 - $285
$150 - $205
except for the proposed retenlion of the Firm in these Chapter 11 Cases, the Firm does not Clll'l'cntly provide services to any pal'ty in any matter related to these Chapter 11 Cases; 1111d (ii) the Firm does not represent or hold an interest adverse to the Debto1·s, except as follows:
• Ben E. Keith Co Inc. (Vendor; valuation services)
• Gateway Center Associutes (Vendor; lax compliance and consldting services)
• LG 75 Campbell, LLC (Landlord; tax compliance and consulting services
0 Sanderlin Centre Co, GP (Landlord; income tax preparation services)
5. Now or in the fllture, the Firm may provide services to certain creditors of the Debtors or other interested parties in matters L111related to the Debtors, but in th is regard the Firm's work for these clients will not include the provision of services on any matters relating to the Debtors or these Chapter 11 Cases.
6. The Firm is owed apprnximately $21, 174.67 on account of services rendered and expenses incurred prior to the Petition Date in connection with the Firm's employment by the Debtors.
7. [FOR FIRMS HOLDING A RETAINER AS OF THE PETITION DATE] As
of the Petition Date, the Firm holds a retainer in the amount of $0 Pursuant Lo the terms of the Ordet·, the Fim1 will apply this retainer against prepetition claims. Any sums remaining shall lhen be applied against poslpetition fees.
8. [FOR ACCOUNTANTS ONLY] The Firm has agreed that it (i) shall waive all amounts due and owing to the Firm on account of se1·vices rendered and expenses incurred prior
lo the Petition Date in connection with the Firm's e111ploy111ent by the Debtors, and (ii) shall not file a proof of claim in these Chapter 11 Cases against the Debtors on account of any such amounts. To the extent the Firm, or a rep1·esentative of the Firm, filed a proof of claim in these Chapter 11 Cases, the Firm hereby irrevocably withdraws the filed proof of claim.
9. The Firm Further states that it has not shared, has not agreed to share, nor will it agree to share, any compensation received in connection with these Chapter I I Cases with any party 01· person except to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules, although such compensation may be shared with any member or partner ol', or any person employed by, the Firm.
I 0. The Finn has read the Ot·der and understands the limitations on compensation for professional sel'viccs rendered and reimbursement of actual and necessary expenses allowed lo
be paid by the Debtors to the Ordinary Course Professiona Is without an order of the Courl.
[~Concluded on Following Page]
l I. [f, at any time during its employment by the Debtors, the Firm should discover any facts bearing 011 the matters described herein, the Firm will supplement the information contained in this Affidavit.
I declare under pencilly of perjury under the laws of the United States of America that the .foregoing is lrue and correct.
,,···~t··~~'.·« GIUTTA R. 8ROAO
iY.~J:<.,. Notary Public. Stole or Texas L,!.,)"~)"] My Comml~~lon Ei1plres
\;., ... -,,:.-· June 20, 2019
' 11u'f:ti"'
~ " ;4. cfA
Paul Trepagnie
,~~...,._, ~-~----
Partner
BDO USA, LLP 700 North Pearl, Suite 2000 Dallas, TX 7520 l
Notary Public
. (
Schec!11!c I
LIST OF TAX RETURNS TO BE PREPARED BY BDO USA, LLP
La. t Cnll flolding
Federal Arizona Colorado Illinois Kansas Michigan Nt:braska New Mexico North Carolina Texas
o I', Inc.
U.S. Corporation Income Tax Return Ariz.ona Corporation Income Tax Return Colorado Income Tax Return
Illinois Corporation Income and Replacement Tax Kansas Corporate Income Tax Return
Michigan Corporate Income Tax Return Nebraska Corporale Income Tux Rt:lurn
New Mexico Corporation Income & Franchise Tax Return North Carolina Corpornte Income Tax Return
Texas Franchise Tax Report
L11.~l :ill 011crntl11!! 'o I, Inc.
Arkansas Indiana Louisiana Mississippi Missouri New Jersey North Carolil1a City of Canton, Ohio City of Mason, Ohio City of Parma, Ohio R.l.T.A. (Ohio) Oklahoma Oklahoma Pennsylvania
Arkansas Corporation Income Tax Return Indiana Corpornte Income Tax Return Louisiana Corporate Income Tax Retl1rn Mississippi Corporate Income Tux Return Missouri Corporate Income Tax Return New Jersey Corporate Income Tax Return North Carolina Corporate Income Tax Return City of Canton, Ohio Income Tax Return City of Mason, Oh'io Income T11x Return City of Parma, Ohio Income Tax Return R.I.T,A. (Ohio) Corporate Income Tax Return Oklahoma Corporate Income Tax Return Ok.lahoma Franchise Tax Return
Pennsylvania Corporate Income Tax Report
L:1st '1111 II old i11 ~ ~o 11, 111 c.
Federal Illinois Michigan Minnesota Texas
Schedule 1 (COil 1 t)
U. S. Corporation Income Tux Return
Illinois Corpol'lltion Income and Replacement Tax Michigan Corporate Income Tax Return
Minnesota Corporate Income Tax Return Texas Franchise Tax Report
l.n~I C:1ll Opl'rnlit1[! 'n 11. l11t.
Florida lncliana Iowa Kentucky Maryland New Jersey New York North Carolina City ofCincinnnli, 01-1 City. of Columbus, OH R.l.T.A. (Ohio) Pennsylvania Virginia Wisconsin
Fox and Hound Club
Federal Texas
Florida Corporate Income T11x Return Indiana Corporate Income Tax Return Iowa Corporate Income Tax Return Kentucky Corporate Income Tax Return Maryland Corporate Income Tax Return New Jersey Corporate Income Tax Return New York Corporate Income Tax Return North Carolina Co1·porate Income Tax Return City ofCincinnnti, Ohio .Business Tax Return City ofColt11nbus Corporate lncome Tax Return R.l.T.A. (Ohio) Corporate Income Tax Return Penllsylvania Corporate Income Tax Return Virginia Corporate Income Tax Return Wisconsin Corporate [ncomc Tax Return
U.S. Corporation Income Tax Return Texas Franchise Tax Report
