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Exhibit C Desisto Declaration: Rlf1 19493060V.2
Exhibit C Desisto Declaration: Rlf1 19493060V.2
Exhibit C Desisto Declaration: Rlf1 19493060V.2
EXHIBIT C
DeSisto Declaration
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 2 of 20
_________________________________________
)
In re: ) Chapter 11
)
THE ROCKPORT COMPANY, LLC, et al., ) Case No. 18-11145 (LSS)
)
1
Debtors. ) (Jointly Administered)
)
)
)
_________________________________________ )
1. I am a partner of the firm of Deloitte Tax LLP (“Deloitte Tax”), which has an
office at 200 Berkeley Street, 10th Floor, Boston, Massachusetts. I am duly authorized to make
and submit this declaration (the “Declaration”) on behalf of Deloitte Tax in accordance with
Section 327(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Bankruptcy
Rule 2014(a) in support of the Application of Debtors for an Order Authorizing the Debtors to
Retain and Employ Deloitte Tax LLP as Tax Services Provider for the Debtors Nunc Pro Tunc to
1
The debtors and debtors in possession in these cases and the last four digits of their respective Employer
Identification Numbers are: Rockport Blocker, LLC (5097), The Rockport Group Holdings, LLC (3025), TRG 1-P
Holdings, LLC (4756), TRG Intermediate Holdings, LLC (8931), TRG Class D, LLC (4757), The Rockport Group,
LLC (5559), The Rockport Company, LLC (5456), Drydock Footwear, LLC (7708), DD Management Services LLC
(8274), and Rockport Canada ULC (3548). The debtors’ mailing address is 1220 Washington Street, West Newton,
Massachusetts 02465.
RLF1 19493060v.2
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2. The Debtors seek to (i) retain Deloitte Tax pursuant to the terms and conditions
set forth in those certain engagement letters, (a) dated February 14, 2018, for tax return
preparation services (the “Tax Preparation Services Engagement Letter”), (b) dated January
10, 2017, for global employer tax services (the “Global Employer Tax Engagement Letter”)
and, (c) dated January 19, 2018 for tax advisory services related to federal, foreign, state and
local tax matters, including the related work order, dated on or about January 22, 2018, and any
other work orders issued thereunder (the “Tax Advisory Engagement Letter,” and, together
with the Tax Preparation Services Engagement Letter and the Global Employer Tax Engagement
Letter, the “Engagement Letters”), attached to the Application as Exhibits B1-B3, (ii) approve
the terms of Deloitte Tax’s employment, including the proposed compensation arrangements and
the indemnification provisions set forth in the Engagement Letters, and (iii) obtain related relief.
3. The statements set forth in this Declaration are based upon my personal
knowledge, upon information and belief, and/or upon client matter records kept in the ordinary
course of business that were reviewed by me or other personnel of Deloitte Tax or its affiliates.
4. Deloitte Tax is a tax services firm with offices across the United States. Deloitte
Tax has significant experience in providing tax services and has performed similar services in
large and complex chapter 11 cases on behalf of debtors throughout the United States, including
numerous cases in this district. Such experience renders Deloitte Tax well-qualified and able to
provide services to the Debtors during the pendency of these chapter 11 cases (the “Chapter 11
Cases”). Deloitte Tax’s services fulfill an important need and are not provided by any of the
2
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 4 of 20
5. In addition, since approximately October 2015, Deloitte Tax has provided some of
the services (as described below) to the Debtors. In providing such prepetition professional
services to the Debtors, Deloitte Tax has become familiar with the Debtors and their business,
including the Debtors’ financial affairs, debt structure, operations, and related matters. Having
worked with the Debtors’ management, Deloitte Tax has developed relevant experience and
knowledge regarding the Debtors that will assist it in providing effective and efficient services
during these Chapter 11 Cases. Accordingly, Deloitte Tax is both well-qualified and able to
provide the services for the Debtors in these Chapter 11 Cases in an efficient and timely manner.
Disinterestedness
based on reasonable inquiry: (a) neither I, Deloitte Tax, nor any partner, principal, or managing
director of Deloitte Tax that is anticipated to provide the services for which Deloitte Tax is to be
retained (the “Deloitte Tax Engagement Personnel”) holds any interest adverse to the Debtors
with respect to the matters on which Deloitte Tax is to be retained in these Chapter 11 Cases; and
(b) Deloitte Tax and the Deloitte Tax Engagement Personnel have no relationship to the Debtors,
their significant creditors, certain other parties-in-interest, or to the attorneys that are known to be
assisting the Debtors in these Chapter 11 Cases, except as stated herein or in any attachment
hereto.
Cases, Deloitte Tax undertook a search to determine, and to disclose, whether it or its affiliates is
or has been employed by or has other relationships with the Debtors or their affiliates,
subsidiaries, directors, or officers, or any of the Debtors’ significant creditors, customers, equity
security holders, professionals, or other entities with significant relationships with the Debtors
3
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 5 of 20
(the “Potential Parties-in-Interest”), whose specific names were provided to Deloitte Tax by
the Debtors. To check upon and disclose possible relationships with significant Potential Parties-
in-Interest in these Chapter 11 Cases, Deloitte Tax researched its client databases and performed
reasonable due diligence to determine whether it or its affiliates had any relationships with the
Debtors or their affiliates, subsidiaries, directors, or officers, or any other significant Potential
Parties-in-Interest.
8. Deloitte Tax and/or its affiliates have relationships with thousands of clients,
Accordingly, Deloitte Tax and/or its affiliates have had, currently have and/or may have in the
future banking or other relationships with such parties, or provided, may currently provide,
and/or may provide in the future professional services in matters unrelated to these Chapter 11
Cases to certain of the Potential Parties-in-Interest. From time to time, Deloitte Tax and its
affiliates have provided or may currently provide services, and likely will continue to provide
services, to certain creditors of the Debtors and various other parties potentially adverse to the
Debtors in matters unrelated to these Chapter 11 Cases, except as set forth herein or in the
have provided goods or services, may currently provide goods or services, and/or may in the
future provide goods or services to Deloitte Tax and/or its affiliates and the Deloitte Tax
Engagement Personnel in matters unrelated to these Chapter 11 Cases. A listing of such parties
9. Despite the efforts described above to identify and disclose Deloitte Tax’s
connections with the significant Potential Parties-in-Interest in these Chapter 11 Cases, because
Deloitte Tax is a nationwide firm with thousands of personnel, and because the Debtors are a
4
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 6 of 20
large enterprise, Deloitte Tax is unable to state with certainty that every client relationship or
other connection has been disclosed. In this regard, if Deloitte Tax discovers additional material
information that it determines requires disclosure, it will file a supplemental disclosure promptly
10. To the best of my knowledge, based on the internal search discussed above,
Deloitte Tax has determined that certain relationships should be disclosed as follows:
a. Deloitte Tax and its affiliates provide services in matters unrelated to these
Chapter 11 Cases to certain of the Debtors’ largest unsecured and secured
creditors and other Potential Parties-in-Interest or their affiliates listed on
Schedule 1.
c. In the ordinary course of its business, Deloitte Tax and its affiliates have
business relationships in unrelated matters with its principal competitors,
which together with their affiliates may be Potential Parties-in-Interest in their
Chapter 11 Cases. For example, from time to time, Deloitte Tax and one or
more of such entities may work on assignments for the same client or may
otherwise engage each other for various purposes.
5
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 7 of 20
f. Certain firms around the world, including affiliates of Deloitte Tax, are
members of Deloitte Touche Tohmatsu Limited (“DTTL”), a United
Kingdom company limited by guaranty. Certain of the non-US member firms
of DTTL or their affiliates (the “DTT Member Firms”) have provided,
currently provide or may in the future provide professional services to certain
of the non-debtor affiliates of the Debtors.2 In particular, the DTT Member
Firms located in the Canada, Japan, the United Kingdom have performed,
currently perform, or may in the future perform, tax services for certain of the
Debtors and/or their non-debtor affiliates.
g. Deloitte & Touche LLP (“Deloitte & Touche”), an affiliate of Deloitte Tax,
has provided, currently provides, and will continue to provide audit services to
certain Potential Parties-in-Interest and/or their affiliates in matters unrelated
to these Chapter 11 Cases. In its capacity as independent auditor, Deloitte &
Touche also provides such clients with ordinary course auditing services and
conducts typical audit procedures that may arise from such Potential Parties-
in-Interests’ business arrangements with the Debtors.
11. Furthermore, through reasonable inquiry, I do not believe there is any connection
between the personnel of Deloitte Tax or its affiliates who are anticipated to provide services to
the Debtors and the United States Bankruptcy Judge presiding in these Chapter 11 Cases, the
U.S. Trustee for Region 3, the Assistant United States Trustee for the District of Delaware, and
12. Except as may be disclosed herein, to the best of my knowledge, information, and
belief, Deloitte Tax and the Deloitte Tax Engagement Personnel do not hold or represent any
interest adverse to the Debtors, and I believe that Deloitte Tax and the Deloitte Tax Engagement
Personnel are “disinterested persons” as that term is defined in Section 101(14) of the
2
Each of the DTT Member firms is a separate and independent legal entity. It is not Deloitte Tax’s practice
to undertake conflicts checks with DTT Member Firms for the purpose of identifying relationships that they may
have with the Debtors and other parties-in-interest and Deloitte Tax does not maintain a database for the purpose of
identifying all such relationships.
6
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 8 of 20
Scope of Services
13. As set forth more fully in the Engagement Letters, Deloitte Tax will provide
certain tax services for the Debtors in accordance with the terms and conditions set forth in the
Application and the Engagement Letters, and as requested by the Debtors and agreed to by
(c) Tax Advisory Engagement Letter: Deloitte Tax will assist the
Debtors by providing services on federal, foreign, state, and local
tax matters on an as-requested basis, which may include, among
other things, assisting the Debtors with analysis of the tax impact
of a sale of a partnership interest (pursuant to a statement of work
issued thereunder.
14. Subject to the Court’s approval of the Application, Deloitte Tax is willing to serve
as the Debtors’ tax services provider and to perform the services described above pursuant to the
Professional Compensation
15. Deloitte Tax’s retention by the Debtors is conditioned upon its ability to be
retained in accordance with its terms and conditions of employment, including the proposed
7
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16. Pursuant to the Tax Preparation Services Engagement Letter, Deloitte Tax will
bill the Debtors for tax return and extension request preparation services are outlined in Exhibit
A to the Tax Preparation Services Engagement Letter. Specifically, the fees for U.S. federal,
state and local tax returns are to be billed in the amount of $563,000, of which $295,575 was
invoiced prior to the Petition Date as an advance payment for services under such engagement
letter.
17. For services rendered pursuant to the Global Employer Tax Engagement Letter,
the fees will primarily be fixed fee pursuant to the fee schedule attached as Exhibit A thereto.
Certain other services under that engagement letter will be billed at the following hourly rates:
18. For services rendered pursuant to the Tax Advisory Engagement Letter, Deloitte
Tax will bill the Debtors for tax consulting services based upon the amount of professional time
19. In the event Deloitte Tax uses a DTT Member Firm as a subcontractor to perform
services under one or more of the Engagement Letters, Deloitte Tax will pay the applicable DTT
Member Firm a portion of the fees Deloitte Tax bills and receives from the Debtors for services
8
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 10 of 20
Deloitte Tax has subcontracted to such DTT Member Firm pursuant to the terms and conditions
20. In the normal course of business, Deloitte Tax revises its hourly rates to reflect
doing business. Changes in the foregoing rates will be noted on the statements for the first time
services, and other expenses incurred in providing Deloitte Tax’s services, will be included in the
total amount billed. The Engagement Letters also provide that Deloitte Tax is entitled to
administrative charges ranging from 4% to 5% of professional fees incurred under the applicable
Engagement Letter. Notwithstanding anything to the contrary in the Engagement Letters, with
respect to administrative and technology costs incurred, Deloitte Tax will only bill the Debtors
for actual expenses incurred. For the avoidance of doubt, Deloitte Tax shall seek compensation
and reimbursement of its actual and necessary fees and expenses incurred in connection with
22. Deloitte Tax intends to apply to the Court for allowance of compensation and
reimbursement of expenses consistent with the terms of the Engagement Letters, the Application
and this Declaration, the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules,
the Bankruptcy Local Rules, the U.S. Trustee Guidelines, if applicable, and the orders of this
Court.
23. Deloitte Tax requests that it be permitted to submit monthly invoices for services
rendered and expenses incurred. Such invoices will contain reasonable detail consistent with any
rules, guidelines and/or administrative orders promulgated by the Court that apply to these
9
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 11 of 20
Chapter 11 Cases. Deloitte Tax requests that the invoices, after appropriate review, be paid in a
manner consistent with the payment of other retained professionals in this matter, consistent with
any administrative orders, if any, that would apply to interim payments. All payments rendered
pursuant to Deloitte Tax’s retention by the Debtors must be approved by an order of this Court
and based upon the filing by Deloitte Tax of appropriate interim and final applications for
24. Deloitte Tax provided prepetition services to the Debtors. In the ninety (90) days
prior to the Petition Date, the Debtors paid Deloitte Tax approximately $322,000 for services
performed. As of the Petition Date, $301,000 was due under invoices issued by Deloitte Tax to
the Debtors prior to such date, including approximately $296,000 that was due under a
prepayment invoice for services to be performed under the Tax Preparation Services Engagement
Letter. This $296,000 invoice will be cancelled and fees for the post-petition services performed
under such engagement letter will be billed in accordance with the compensation protocols in
these Chapter 11 Cases. Subject to approval of the Application, Deloitte Tax agrees not to seek
any recovery against the Debtors will respect to the remaining $5,000 invoice. Accordingly,
subject to the Court’s approval of the Application, as of the Petition Date, the Debtors do not
owe Deloitte Tax any fees and/or expenses for prepetition services.
25. Some services incidental to the tasks to be performed by Deloitte Tax in these
Chapter 11 Cases may be performed by personnel now employed by or associated with these
affiliates of Deloitte Tax or their respective subsidiaries, including subsidiaries located outside
the United States. The fees and expenses with respect to such services by Deloitte Tax’s
10
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Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 12 of 20
26. In particular, Deloitte Tax may subcontract a portion of tax services performed
under one or more of the Engagement Letters to its indirect wholly-owned subsidiary, Deloitte
Tax India Private Limited (“Deloitte Tax India”). In such case, a specifically assigned team of
personnel from Deloitte Tax India assists in such services under the supervision, and with the
input, of personnel of Deloitte Tax. The connections of Deloitte Tax India (along with the
connections of Deloitte Tax and its other affiliates) to the parties in interest searched by Deloitte
27. Deloitte Tax has received no promises regarding compensation in these Chapter
11 Cases other than in accordance with the Bankruptcy Code and as set forth in this Declaration.
Except as set forth above, Deloitte Tax has no agreement with any nonaffiliated or unrelated
11
RLF1 19493060v.2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 13 of 20
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 14 of 20
Schedule 1
Potential parties-in-interest or their affiliates for whom Deloitte Tax LLP or its affiliates has
provided or is currently providing services in matters unrelated to the Chapter 11 Cases, except
as set forth above, or with whom such parties have other relationships, including banking
relationships.
6PM.COM LLC
ABC-MART
ACE AMERICAN FIRE AND MARINE INSURANCE COMPANY KOREA
ADAPTIVE INSIGHTS INC
ADIDAS
ADVANTAGE SALES & MARKETING LLC D/B/A BRAND CONNECTIONS
ADVENT
AEA
AEGON INC
AETREX WORLDWIDE, INC.
AFCO
ALDO
ALTAMONT CAPITAL PARTNERS
ALVAREZ & MARSAL
AMAZON MEDIA GROUP, LLC
AMERICAN ALTERNATIVE INSURANCE CORPORATION
AMERICAN EXPRESS
APAX PARTNERS
APTOS, INC.
ARCHE
ATELIER
AUDAX
AUTHENTIC BRANDS GROUP
AVALARA INC
BAIN CAPITAL
BANK OF AMERICA
BANK OF TOKYO MITSUBISHI
BAZAARVOICE INC
BDO USA LLP
BEAZLEY INSURANCE COMPANY, INC.
BELK
BERKELEY RESEARCH GROUP LLC
BERKSHIRE HATHAWAY
BGP INC
BIRKENSTOCK
BLUE CROSS AND BLUE SHIELD
BLUECORE INC
BORDEN LADNER GERVAIS LLP
BORN
BOSCOVS DEPT STORES INC
BRENTWOOD ASSOCIATES
BRINKS CANADA LIMITED
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 15 of 20
BURLINGTON MERCHANDISING
C. BANNER
CALERES
CALIFORNIA FRANCHISE TAX BOARD
CALZADOS ROCKPORT S.L.
CAMERON CORPORATION
CANADA REVENUE AGENCY
CANON FINANCIAL SERVICES
CARLYLE
CASSIDY TURLEY COMMERCIAL REAL
CASTANEA
CCMP
CENTURY 21 INC
CFGI HOLDINGS LLC
CHARLES SCHWAB TRUST COMPANY
CHARLESBANK CAPITAL PARTNERS, LLC.
CHEROKEE
CHINOOK (2014) INC.
CHUBB EUROPEAN GROUP LIMITED
CHUBB INSURANCE COMPANY LIMITED
CITIBANK NA
CITIC
CITIZENS BANK, N.A.
CLARKS
CLEARLAKE
COLE HAAN
COLLIERS MACAULAY NICOLLS INC. ITF
COMCAST ENTERPRISE SERVICES
COMCAST OF MASSACHUSETTS I INC
COMERCIAL MADISON S.A.
COMMISSION JUNCTION
COMVEST
CONCUR TECHNOLOGIES INC.
COROC/REHOBOTH I, LLC
CORPORATE CAPITAL TRUST, INC.
CORPORATE EXPRESS CANADA INC
CORTLAND CAPITAL MARKET SERVICES LLC,
CRESCENT CAPITAL GROUP, LP
CRITEO CORP
CROCS
CYBERSOURCE CORPORATION
DD MANAGEMENT SERVICES LLC
DEACONS
DEBEVOISE & PLIMPTON LLP
DECKERS
DELL MARKETING LP
DEMANDWARE, INC.
DENTONS CANADA LLP
DEPART OF HOMELAND SECURITY, U.S. CUSTOMS AND BORDER PROTECTION
DESJARDINS FINANCIAL SECURITY LIFE ASSURANCE COMPANY
DESTINATION XL GROUP INC
2
Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 16 of 20
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Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 17 of 20
INNOCON LLC
INSIGHT GLOBAL, LLC
INTERBRAND LLC
INTERNATIONAL BUSINESS MACHINES
INTERTRUST B V
INVESTCORP
IRVING PLACE CAPITAL
J CALNAN & ASSOCIATES INC
J. BARBOUR & SONS LIMITED
JOS A. BANK CLOTHIERS
JUGGERNAUT
JW CHILDS
KELSO
KENTUCKY STATE TREASURER
KKR & CO. LP
KOHLBERG
KPMG LLP
KPS
L CATTERTON
LE CARREFOUR LAVAL LEASEHOLDS INC.
LEE EQUITY
LIGHTBAY
LINKEDIN CORPORATION
LION CAPITAL
LITTLEJOHN
LLOYD'S SYNDICATE
LNK PARTNERS
LORD & TAYLOR OPERATING
LUCKY BRAND
MACYS INC
MAERSK AGENCY U.S.A., INC.
MAERSK LINE A/S
MAERSK LOGISTICS
MALL IN COLUMBIA BUSINESS TRUST, THE
MARC FISHER LLC
MARKET MALL LEASEHOLDS, INC.
MARK'S WORK WEARHOUSE LTD
MARLIN
MARSH
MICROSOFT CORPORATION
MIDOCEAN PARTNERS
MID-SOUTH OUTLET SHOPS, LLC
MMC SECURITIES CORP
MONOMOY
MOORES CLOTHING (REMCO)
MORGAN STANLEY
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.
NAVEX GLOBAL INC
NEW BALANCE ATHLETIC SHOE INC
NEW PLAN REALTY TRUST
NEW YORK LIFE
4
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Case 18-11145-LSS Doc 296-4 Filed 06/27/18 Page 19 of 20
SHOEBUY.COM INC
SIMON PROPERTY GROUP LP
SKECHERS
STATE OF NEW JERSEY, DEPARTMENT OF LABOR AND WORKFORCE DEVELOPMENT
STELLA FOOTWEAR CO. LTD. (SAMPLES)
STELLA INTERNATIONAL LTD.
STEVE MADDEN
STIKEMAN ELLIOTT LLP
SUN CAPITAL PARTNERS GROUP VI, LLC
SUN LIFE ASSURANCE COMPANY OF CANADA
SWANDER PACE
SYCAMORE
T.E.C LEASEHOLDS LIMITED
TANGER PROPERTIES LIMITED PARTNERSHIP
TIMBERLAND
TM MACARTHUR CENTER LP
TOWER THREE
TOWERBROOK
TOWN SHOES LIMITED
TRADEGLOBAL, LLC
TRANSPERFECT TRANSLATIONS INTENATIO
TRG 1-P HOLDINGS, LLC
TRG CLASS D, LLC
TRG INTERMEDIATE HOLDINGS, LLC
TRILANTIC CAPITAL PARTNERS
TRIVE CAPITAL
TRUE ALLIANCE TRADING PTY LTD
TRUE PARTNERS CONSULTING HOLDINGS
TRUSTWAVE HOLDINGS INC
TSG CONSUMER
TWMB ASSOCIATES, LLC
TYSONS CORNER HOLDINGS, LLC
ULTIMATE SOFTWARE GROUP OF CANADA, THE
UPS SUPPLY CHAIN SOLUTIONS, INC.
VERIZON WIRELESS SERVICES LLC
VERSA
VF CORP
VON MAUR INC
WALKING COMPANY INC., THE
WARBURG PINCUS
WARSON GROUP
WEBSTER CAPITAL
WELLS FARGO
WELLSPRING
WEST EDMONTON MALL PROPERTY, INC.
WEST MONROE PARTNERS LLC
WESTLAND GARDEN STATE PLAZA LIMITED PARTNERSHIP
WEYCO GROUP, INC.
WILLIAMS LEA INC
WINNERS MERCHANTS INC
WOLVERINE
6
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