Case LSS Doc 1856 Filed 04/20/18 Page 1 of 11 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE. Jointly Administered

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1 Case LSS Doc 1856 Filed 04/20/18 Page 1 of 11 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Chapter 11 VRG Liquidating, LLC, et al., 1 Debtors. Case No (LSS) Jointly Administered SIXTH MONTHLY FEE APPLICATION OF KPMG LLP PROVIDING TAX COMPLIANCE AND CONSULTING SERVICES TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH MARCH 31, 2018 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: KPMG LLP Debtors and Debtors in Possession March 21, 2017 Nunc Pro Tunc to January 18, 2017 January 1, 2018 through March 31, 2018 Amount of Compensation sought as actual, reasonable and necessary: $ 22, Amount of Expense Reimbursement sought as actual, reasonable and necessary: $ 0.00 This is a: X Monthly Interim Final Application The Application does not request compensation at this time for services rendered in preparing this Application. The Applicant intends to seek such compensation at a later date. 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT 06450

2 Case LSS Doc 1856 Filed 04/20/18 Page 2 of 11 Prior Applications: Requested Approved by Court to Date Date Filed / Docket No. Period Covered Fees Expenses Fees Expenses 4/20/17 / Docket # 1287 (First Interim Fee Application) 1/18/17 to 3/31/17 $9, $0.00 $9, $0.00 7/20/17 / Docket # 1416 (Second Interim Fee Application) 4/1/17 to 6/30/17 $8, $42.54 $8, $ /18/17 / Docket # 1568 (Third Interim Fee Application) 1/19/18 / Docket # 1732 (Fourth Interim Fee Application) 7/1/17 to 9/30/17 $86, $0.00 $86, $ /1/17 to 12/31/17 $16, $0.00 $16, $0.00 2

3 Case LSS Doc 1856 Filed 04/20/18 Page 3 of 11 ATTACHMENT B TO FEE APPLICATION Discounted Hourly Billing Rate Total Hours Billed Name of Professional Person Position Total Compensation Leighanne Scott Managing Director SALT $1, $4, Lorena Lencina Senior Associate SALT $ $2, Sarika Bakshi Senior Manager SALT $ $14, Wendy Shaffer Senior Associate Bankruptcy $ $ Total Hours and Discounted Fees 28.5 $22, Blended Hourly Rate $

4 Case LSS Doc 1856 Filed 04/20/18 Page 4 of 11 COMPENSATION BY PROJECT CATEGORY Project Category Total Hours Billed Total Fees Requested Tax Compliance Services 23.8 $ 21, Retention Services $ Fee Statement and Fee Application Preparation Services 4.7 $ Tax Consulting Services $ 28.5 $ 22, EXPENSE SUMMARY Service Description Amount Airfare $ Lodging $ Travel Meals $ Ground Transportation $ Miscellaneous $ Total $ 4

5 Case LSS Doc 1856 Filed 04/20/18 Page 5 of 11 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re Chapter 11 VRG Liquidating, LLC, et al., Debtors. Case No (LSS) Jointly Administered SIXTH MONTHLY FEE APPLICATION OF KPMG LLP PROVIDING TAX COMPLIANCE AND CONSULTING SERVICES TO THE DEBTORS FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH MARCH 31, 2018 KPMG LLP, ( KPMG ), providing Tax Compliance and Consulting services to the abovecaptioned debtors and debtorsinpossession (collectively, the Debtors ) files this Sixth Monthly Fee Application (the Application ), pursuant to sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ). By this Application, KPMG seeks the allowance of compensation for professional services performed and actual and necessary expenses incurred by KPMG for the period from January 1, 2018 through and including March 31, 2018 (the Compensation Period ), in the amount of $22, and respectfully represents: Background 1. On April 18, 2016 (the Petition Date ), each of the Debtors filed a voluntary petition with the Court under chapter 11 of the Bankruptcy Code. The Debtors are 5

6 Case LSS Doc 1856 Filed 04/20/18 Page 6 of 11 operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2. On March 1, 2017 the Debtors filed an Application to retain and employ KPMG LLP to provide tax compliance and consulting services to the Debtors (the Retention Application ) [D.I. 1209] and in support of the Retention Application, the Debtors submitted the Declaration of Johnathan Woehrle (the Woehrle Declaration ). 3. By this Court s Order, dated March 21, 2017 [D.I. 1248] (the Retention Order ), the Debtors were authorized to retain and employ KPMG LLP to provide tax compliance and consulting services to the Debtors Nunc Pro Tunc to January 18, The Retention Order authorizes the Debtors to compensate KPMG in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and such other procedures as were fixed by order of the Court. Jurisdiction 4. The United States Bankruptcy Court for the District of Delaware (the Court ) has jurisdiction over these chapter 11 matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012 (the Amended Standing Order ). This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C and The statutory bases for the relief requested herein are sections 327(a) and 330 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2014(a) and 2016 of 6

7 Case LSS Doc 1856 Filed 04/20/18 Page 7 of 11 the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Local Bankruptcy Rules and Summary of Application 6. During the Compensation Period, KPMG performed the services for which it is seeking compensation on behalf of or for the Debtors and their estates and not on behalf of any committee, creditor or other person. By this Application, KPMG requests allowance of monthly compensation of professional fees totaling $22,131.50, and payable in accordance with the Interim Compensation Order at eighty percent (80%) of fees or $17, and reimbursement of one hundred percent (100%) of necessary and actual outofpocket expenses in the amount of $0.00. Summary of Services Rendered During the Compensation Period 7. This Application is KPMG s Sixth Monthly Fee Application for compensation and expense reimbursement filed in these chapter 11 cases, as referenced in Attachment B. During the Compensation Period, KPMG provided significant professional services to the Debtors in their efforts to navigate their business through the chapter 11 process. 8. Set forth below is a summary of the significant professional services that KPMG rendered to the Debtors during the Compensation Period and annexed hereto as Exhibit A is a chart depicting KPMG professionals who rendered these services. Tax Compliance Services Finalized taxable income calculation for EMSOC Liquidating, LLC, BS Liquidating, LLC, and SC Liquidating 2, LLC Prepared and finalized tax basis balance sheet for EMSOC Liquidating, LLC, BS Liquidating, LLC, and SC Liquidating 2, LLC in order to determine the tax gain or loss on liquidation. 7

8 Case LSS Doc 1856 Filed 04/20/18 Page 8 of 11 Prepared and finalized income tax returns for EMSOC Liquidating, LLC, BS Liquidating, LLC, and SC Liquidating 2, LLC. Fee Statement and Fee Application Preparation The billing procedures required by the US Trustee Guidelines differ from KPMG s normal billing procedures and as such, the Local Rules and the Interim Compensation Order entered in these cases required effort to inform the timekeepers of their responsibilities, compile the detailed time and expenses entries, and to begin preparation of the detailed and summary schedules of fees and expenses incurred. 9. During the Compensation Period, KPMG billed the Debtors for time expended by professionals based on hourly rates ranging from $195 to $1,125 per hour. The rates reflected in this Application represent a discount of up to 35% from KPMG s standard rates. Of the aggregate time expended, 4.0 hours were expended by managing directors, 15.8 hours were expended by senior managers, and 8.7 hours were expended by senior associates. KPMG s blended hourly rate for services provided during the Compensation Period is $ In addition to Attachment B, a summary of the hours and fees incurred by professional and category is annexed hereto as Exhibit A and Exhibit B, respectively, and described in detail in the time records annexed hereto as Exhibits C1 C4. KPMG maintains contemporaneous records of the time expended for the professional services and expenses related hereto performed in connection with these chapter 11 cases and such records are maintained in the ordinary course of business. 11. KPMG charges its fees in these cases in accordance with the terms set forth in the Retention Application and the corresponding Woehrle Declaration. The fees applied for herein are based on the usual and customary fees KPMG charges to tax clients and are commensurate with the usual and customary rates charged for services performed. 8

9 Case LSS Doc 1856 Filed 04/20/18 Page 9 of KPMG respectfully submits that the amounts applied for herein for professional services rendered on behalf of the Debtors in these cases to date are fair and reasonable given: (a) the time expended; (b) the nature and extent of the services performed at the time at which such services were rendered; (c) the value of such services; and (d) the costs of comparable services other than in these chapter 11 cases. 13. The time and labor expended by KPMG during the Compensation Period has been commensurate with the size and complexity of these cases. In rendering these services, KPMG has made every effort to maximize the benefit to the Debtors estates, to work efficiently with the other professionals employed in these cases, and to leverage staff appropriately in order to minimize duplication of effort. 14. During the Compensation Period, KPMG provided a focused range of professional services as requested by the Debtors. KPMG respectfully submits that these services: (a) were necessary and beneficial to the successful and prompt administration of these cases; and (b) have been provided in a cost efficient manner. 15. Except as provided in section 504(b) of the Bankruptcy Code, KPMG has not shared, or agreed to share, any compensation received as a result of these cases with any person, firm or entity. Except as set forth in the Retention Order, no promises concerning compensation have been made to KPMG by any firm, person or entity. Summary of Actual and Necessary Expenses During the Compensation Period 16. As set forth on Exhibit D and D1, KPMG is not seeking reimbursement of actual and necessary expenses incurred by KPMG during the Compensation Period. 9

10 Case LSS Doc 1856 Filed 04/20/18 Page 10 of 11 Reservation To the extent that time for services rendered or disbursements incurred relate to the Compensation Period, but were not processed prior to the preparation of this Application, KPMG reserves the right to request additional compensation for such services and reimbursement of such expenses in a future application. Furthermore, KPMG reserves the right to seek final approval of the fees and expenses requested herein. [The remainder of this page is intentionally left blank] 10

11 Case LSS Doc 1856 Filed 04/20/18 Page 11 of 11 Conclusion WHEREFORE, subject to the terms of the Interim Compensation Order, KPMG respectfully requests that the Court approve the compensation of $22, as compensation for professional services rendered during the Compensation Period and reimbursement for actual and necessary expenses totaling $0.00 that KPMG incurred in rendering such services. Dated: April 20, 2018 Respectfully submitted Jonathan Woehrle Partner, KPMG LLP 1676 International Drive McLean, Virginia

12 Case LSS Doc Filed 04/20/18 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re VRG Liquidating, LLC, et al., 1 Debtors. Chapter 11 Case No.: (LSS) (Jointly Administered) Objection Deadline: May 10, 2018 at 4:00 p.m. (ET) NOTICE OF FEE APPLICATION TO: (I) THE DEBTORS; (II) THE U.S. TRUSTEE; (III) COUNSEL TO THE COMMITTEE; AND (IV) COUNSEL TO THE BUYER PLEASE TAKE NOTICE that KPMG LLP (the Applicant ) has filed its Sixth Monthly Fee Application of KPMG LLP Providing Tax Compliance and Consulting Services to the Debtors for Allowance of Compensation for Services Rendered and Reimbursement of Expenses for the Period from January 1, 2018 through March 31, 2018 (the Application ) with the Court. The Application seeks allowance of interim fees in the amount of $22, and interim expenses in the amount of $0.00. PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, are required to be filed on or before May 10, 2018 at 4:00 p.m. (ET) (the Objection Deadline ) with the Clerk of the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 N. Market Street, Wilmington, Delaware You must also serve any such objection so as to be received by the following on or before the Objection Deadline: (i) the Debtors, Berkeley Research Group, LLC, 75 State Street, Suite 1805, Boston, Massachusetts 02109; Attn: Robert J. Duffy and Anna O Reilly; (ii) counsel to the Debtors, Klee, Tuchin, Bogdanoff & Stern LLP, 1999 Avenue of the Stars, 39 th Floor, Los Angeles, California 90067, Attn: Michael L. Tuchin, Esq. and David M. Guess, Esq., and Young Conaway Stargatt & Taylor, LLP, 1000 N. King St., Rodney Square, Wilmington, Delaware 19801, Attn: Robert S. Brady, Esq. and Robert F. Poppiti, Jr., Esq.; (iii) counsel to Vestis BSI Funding II, LLC (the Buyer ), Klehr Harrison Harvey Branzburg LLP, 1835 Market Street, Suite 1400, Philadelphia, Pennsylvania 19103, Attn: Morton R. Branzburg, Esq.; (iv) the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ), J. Caleb Boggs Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Jane M. Leamy, Esq. and Timothy Fox, Esq.; and (v) counsel to the Official Committee of Unsecured Creditors (the Committee ), Cooley LLP, The Grace Building, 1114 Avenue of the Americas, New York, New York, 10036, Attn: Jay R. Indyke, Esq. and Evan Lazerowitz, Esq., and 01: The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT

13 Case LSS Doc Filed 04/20/18 Page 2 of 2 Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, Delaware 19801, Attn: Christopher A. Ward, Esq. and Shanti M. Katona, Esq. PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE ORDER ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS [DOCKET NO. 249], IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF REQUESTED INTERIM FEES AND 100% OF REQUESTED INTERIM EXPENSES, WITHOUT FURTHER ORDER OF THE COURT. PLEASE TAKE FURTHER NOTICE THAT ONLY IF AN OBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE PROCEDURES AND CANNOT BE CONSENSUALLY RESOLVED WILL A HEARING BE HELD ON THE APPLICATION. Dated: April 20, 2018 /s/ Robert F. Poppiti, Jr. Robert S. Brady, Esq. (DE Bar No. 2847) Robert F. Poppiti, Jr., Esq. (DE Bar No. 5052) YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware Tel: (302) Fax: (302) rbrady@ycst.com rpoppiti@ycst.com and Michael L. Tuchin, Esq. David M. Guess, Esq. Sasha M. Gurvitz, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39 th Floor Los Angeles, California Tel: (310) Fax: (310) mtuchin@ktbslaw.com dguess@ktbslaw.com sgurvitz@ktbslaw.com Counsel to the Debtors and Debtors in Possession 01:

14 Case LSS Doc Filed 04/20/18 Page 1 of 12 EXHIBIT A VRG Liquidating, LLC, et al., Summary Of Hours and Fees Incurred By Professional January 1, 2018 through March 31, 2018 Professional Position Current Hours Billed Discounted Hourly Rate Discounted Fees Billed Leighanne Scott Managing Director SALT 4.0 $ 1,125 $ 4, Lorena Lencina Senior Associate SALT 4.0 $ 525 $ 2, Sarika Bakshi Senior Manager SALT 15.8 $ 925 $ 14, Wendy Shaffer Senior Associate Bankruptcy 4.7 $ 195 $ Total Hours and Discounted Fees 28.5 $ 22, Discounted Fees $ 22, Out of Pocket Expenses $ Subtotal of Fees and Out of Pocket Expenses $ 22, Less Holdback Adjustment (20%) $ (4,426.30) Net Requested Fees & Out of Pocket Expenses $ 17, Blended Hourly Rate $ KPMG LLP Monthly Fee Statement Page 1 of 10

15 Case LSS Doc Filed 04/20/18 Page 2 of 12 EXHIBIT B VRG Liquidating, LLC, et al., Summary of Hours and Fees Incurred by Category January 1, 2018 through March 31, 2018 Category Exhibit Hours Fees Tax Compliance Services C $ 21, Retention Services C2 0.0 $ Fee Statement and Fee Application Preparation Services C3 4.7 $ Tax Consulting Services C4 0.0 $ Total Fees 28.5 $ 22, KPMG LLP Monthly Fee Statement Page 2 of 10

16 Case LSS Doc Filed 04/20/18 Page 3 of 12 EXHIBIT C1 VRG Liquidating, LLC, et al., Tax Compliance Services January 1, 2018 through March 31, 2018 (includes time not previously billed) Name Date Description Hours Rate Amount Lorena Lencina 11/14/17 Completed UT Form TC880 to request copies of the sales tax return filed by Sports Chalet in California in the periods from 2012 to Lorena Lencina 11/14/17 Call the Utah Tax Commission to request information regarding procedures to obtain copies of the sales tax return filed by Sports Chalet in the state in the periods from 2012 to Lorena Lencina 11/14/17 Called the California Franchise Tax Board to receive information on how to obtain copies of the sales tax return filed in the state in the periods from 2012 to Lorena Lencina 11/15/17 Complete AZ Form 450 to request copies of the sales tax return filed by Sports Chalet in Arizona in the periods from 2012 to Lorena Lencina 11/15/17 Call to the Arizona Tax Office to request information on how to obtain copies of the sales tax return filed in the state in the periods from 2012 to Leighanne Scott 12/29/17 exchange with D. Horii (RHCC) regarding California sales tax audit specifically related to status of our request to retrieve separate sales tax returns from other states (.8). Reviewed UT Sales Tax return received from the jurisdiction in order to determine actual sales tax paid to the jurisdiction. (1.2). Sarika Bakshi 01/09/18 correspondence with J. Fantano from Bob Stores regarding City of Peoria property tax check copies for FY 2015 and retail gross income breakdown per city for Arizona (0.5); Draft to send update on both notices to S. Gurvitz (Klee, Tuchin, Bogdanoff & Stern LLP) (0.4). Sarika Bakshi 01/15/18 Call with Nevada Department of Taxation to follow up on status of requested tax returns copies for California audit Sarika Bakshi 01/15/18 Call with California Franchise Board to follow up on status of requested tax return documentation for the California audit. Sarika Bakshi 01/16/18 Call with City of Meridian to discuss missing property tax returns and the check payment copies to remove assessment on Claim #774 Sarika Bakshi 01/23/18 Performed follow up with City of Meridian related to Claim #774 property tax assessment. Sarika Bakshi 01/23/18 Review AZ tax returns to verify City of Peoria sales tax assessment calculation on Claim #1365 Sarika Bakshi 02/12/18 Call with the city of Meridian employee to discuss cancellation of Claim #774 (0.3). Call with S. Gurvitz (Klee, Tuchin, Bogdanoff & Stern LLP) to discuss cancellation of Claim #774 and the documentation required from City of Meridian to cancel claim (0.3). Sarika Bakshi 02/13/18 Complete Utah sales tax return request forms required as supporting documentation for California audit. Sarika Bakshi 02/14/18 Complete Arizona sales tax return request forms required as supporting documentation for California audit. 0.1 $ $ $ $ $ $ $ $ $ $ $1, $ 2, $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ KPMG LLP Monthly Fee Statement Page 3 of 10

17 Case LSS Doc Filed 04/20/18 Page 4 of 12 EXHIBIT C1 VRG Liquidating, LLC, et al., Tax Compliance Services January 1, 2018 through March 31, 2018 (includes time not previously billed) Name Date Description Hours Rate Amount Sarika Bakshi 02/16/18 Call with State of Utah representative to follow up on sales tax return request and estimated time to completion. (.5) Call with State of Arizona representative to follow up on sales tax return request and estimated time to completion. (.5) Lorena Lencina 02/28/18 Call the Utah Tax Divisions in the Apache Junction (.2), Avondale (.3), Chandler (.2), Mesa (.2), Phoenix (.3), Scottsdale (.3) and Tempe (.2) to determine if Sport Chalet filed Transaction Privilege (sales) Tax returns in these cities of Maricopa county, AZ, in the periods of October 2015 to March Lorena Lencina 03/05/18 Call the County of Orange regarding whether specific Property tax assessments are still outstanding. Lorena Lencina 03/06/18 Followup call with the County of Orange to provide further details about initial query on 3/5/18 related to property tax assessments still outstanding. Lorena Lencina 03/07/18 Call the City of Scottsdale Tax Division to follow up on question related to whether Sport Chalet had filed any tax returns with the City (0.1) and draft letter for the City of Chandler in relation Transaction Privilege (sales) Tax returns in these cities of Maricopa county, AZ, in the periods of October 2015 to March 2016 for the Peoria assessment (0.2) Lorena Lencina 03/09/18 Correspondence with J. Fantano (Bob Store) in relation to the business offices and employees location (city/county) for the Peoria assessment (0.2). Sarika Bakshi 03/09/18 Prepared updated Arizona sales tax return request form to request copies of returns for the period covering 01/1209/12 (we had previously requested tax returns for the period covering 10/125/16) per client request. Sarika Bakshi 03/12/18 Discussion with L. Lencina (KPMG US) on New Hampshire (Claim No. 1639), San Diego (Claim No. 836), City of Warwick (Claim No. 1514), and Sagus (Claim No. 1200). Lorena Lencina 03/12/18 Discussion with S. Bakshi (KPMG US) regarding New Hampshire (Claim No. 1639), San Diego (Claim No. 836), City of Warwick (Claim No. 1514), and Sagus (Claim No. 1200). Sarika Bakshi 03/12/18 Update City of Peoria claim (No. 1365) reconciliation spreadsheet with information received from other city sales tax returns. (0.5) Call with Nevada Department of Taxation (0.5) and California Department of Tax (0.2) to discuss estimated completion date of sales tax return request for California audit. Lorena Lencina 03/13/18 Call with San Diego County representative to determine whether Claim No. 836 was still outstanding. Sarika Bakshi 03/13/18 Call the City of Scottsdale Tax Division (0.4) and City of Chandler (0.5) and City of Tempe (0.5) for return copies related to City of Peoria Claim No. 1365; review and concurrently update the sales tax return request letter for the City of Chandler (0.6) 1.0 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1, $ $ $ $ 1, KPMG LLP Monthly Fee Statement Page 4 of 10

18 Case LSS Doc Filed 04/20/18 Page 5 of 12 EXHIBIT C1 VRG Liquidating, LLC, et al., Tax Compliance Services January 1, 2018 through March 31, 2018 (includes time not previously billed) Name Date Description Hours Rate Amount Leighanne Scott 03/13/18 State Sales Tax Assistance: Review of return documentation received from Utah or assist in our response to a notice received (1.3). Provision of same to Mr. D. Horii (RHCC) (.1). Review of Arizona correspondence regarding no record of filing on Taxpayer's behalf and determined the necessary subsequent action (.6). Lorena Lencina 03/14/18 Discussion with S. Bakshi (KPMG) to discuss next steps in relation to claims San Diego (Claim No. 836), City of Warwick (Claim No. 1514), Sagus (Claim No. 1200) (.1). Prepare correspondence to J. Fantano (Bob Stores) requesting information for Claims No. 836, 1514 and 1200 (0.1). Discussion with S. Bakshi regarding (KPMG) information needed for Claim No (0.1). Sarika Bakshi 03/14/18 Discussion with L. Lorena (KPMG) to discuss next steps in relation to claims San Diego (Claim No. 836), City of Warwick (Claim No. 1514), and Sagus (Claim No. 1200) (0.1). Senior Manager review of draft to J. Fantano (Bob Stores), initially prepared by L. Lencina (KPMG), regarding Claim No. 836, 1514, 1200 (0.1). Discussion with L. Lorena (KPMG) regarding information needed for Claim No (0.1). Communication with N. Mikdadi (KPMG) in relation to payroll information for New Hampshire (Claim No.1639) (0.1). Call with New Hampshire Revenue Department to discuss Claim No and supporting documentation needed to cancel claim (.9). Sarika Bakshi 03/19/18 Reviewed payroll workpapers provided by Vestis for FY 2016 in order to determine validity of tax amount assessed on New Hampshire Claim No Sarika Bakshi 03/20/18 Call with New Hampshire Department of Taxation to discuss discrepancy between payroll calculation on Claim No and client provided payroll workpapers (0.5) Call the City of Scottsdale Tax Division (0.5) and City of Avondale (0.4) and City of Phoenix (0.5) regarding return copies related to City of Peoria Claim No Sarika Bakshi 03/21/18 Resend Power of Attorney to Nevada Department of Taxation (.2); discuss validity of Power of Attorney / sales tax return request with Department for California audit (1.3). Follow up with J. Mucci (Bob Stores) in relation to claims San Diego (Claim No. 836), City of Warwick (Claim No. 1514), Sagus (Claim No. 1200) (.5) 2.0 $1, $ 2, $ $ $ $ 1, $ $ 1, $ $ 1, $ $ 1, Total Tax Compliance Services 23.8 $ 21, KPMG LLP Monthly Fee Statement Page 5 of 10

19 Case LSS Doc Filed 04/20/18 Page 6 of 12 EXHIBIT C2 VRG Liquidating, LLC, et al., Retention Services January 1, 2018 through March 31, 2018 Name Date Description Hours Rate Amount no fees billed for these services in current month Total Retention Services 0.0 $ KPMG LLP Monthly Fee Statement Page 6 of 10

20 Case LSS Doc Filed 04/20/18 Page 7 of 12 EXHIBIT C3 VRG Liquidating, LLC, et al., Fee Statement and Fee Application Preparation Services January 1, 2018 through March 31, 2018 Name Date Description Hours Rate Amount Wendy Shaffer 01/12/18 Prepared Vestis 5th monthly fee application documents in preparation for Management review. Wendy Shaffer 01/16/18 Finalized Vestis 5th monthly fee application in preparation for management review. Wendy Shaffer 01/17/18 (.3) Updated Vestis 5th monthly fee application documents based on review comments received from M. Plangman (KPMG Director); (.1) Draft to J. Woehrle and N. Mikdadi (both KPMG) to request review/approval of Vestis 5th monthly fee application prior to filing. 2.5 $ $ $ $ $ $ Wendy Shaffer 01/18/18 (.3) Finalized Vestis 5th monthly fee application (PDF) in preparation to send to debtors counsel for filing and service; (.1) Draft to C. Corazza (YCS&T) to request filing and service of KPMG's 5th monthly fee application. Wendy Shaffer 02/12/18 Reviewed work in process reports for Vestis to confirm billable hours for January (.1) and communication with N. Mikdadi (KPMG) regarding go forward to prepare 6th monthly fee application (.1). Wendy Shaffer 02/15/18 Reviewed 7th Interim application draft sent by C. Corazza (YCS&T) to confirm amounts for KPMG prior to filing. Wendy Shaffer 03/14/18 (.1) Reviewed Work in Progress reports to confirm billable hours to be included in Vestis 6th monthly fee application; (.4) Updated exhibits in Vestis 6th monthly fee application to include data received from professionals as of 3/14/18). 0.4 $ $ $ $ $ $ $ $ Total Fee Statement and Fee Application Preparation Services 4.7 $ KPMG LLP Monthly Fee Statement Page 7 of 10

21 Case LSS Doc Filed 04/20/18 Page 8 of 12 EXHIBIT C4 VRG Liquidating, LLC, et al., Tax Consulting Services January 1, 2018 through March 31, 2018 Name Date Description Hours Rate Amount no fees billed for these services in current month Total Tax Consulting Services 0.0 $ KPMG LLP Monthly Fee Statement Page 8 of 10

22 Case LSS Doc Filed 04/20/18 Page 9 of 12 EXHIBIT D VRG Liquidating, LLC, et al., Summary of Out of Pocket Expenses January 1, 2018 through March 31, 2018 Category Amount Airfare $ Lodging $ Meals $ Ground Transportation $ Miscellaneous $ Total $ KPMG LLP Monthly Fee Statement Page 9 of 10

23 Case LSS Doc Filed 04/20/18 Page 10 of 12 EXHIBIT D1 VRG Liquidating, LLC, et al., Detail of Out of Pocket Expenses January 1, 2018 through March 31, 2018 Name Date Description Amount Air Fare Subtotal $ Lodging Subtotal $ Meals Subtotal $ Ground Transportation Subtotal $ Miscellaneous Subtotal $ Total Out of Pocket Expenses $ KPMG LLP Monthly Fee Statement Page 10 of 10

24 Case LSS Doc Filed 04/20/18 Page 11 of 12 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 VRG Liquidating, LLC, et al., 1 Case No (LSS) Debtors. Jointly Administered DECLARATION PURSUANT TO RULE OF THE LOCAL RULES OF BANKRUPTCY PROCEDURE FOR THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE I, Johnathan Woehrle, being duly sworn, deposes and says: 1. I am a Certified Public Accountant and a Partner of KPMG LLP ( KPMG ), a professional services firm. 2. By Order dated March 21, 2017, KPMG was retained to provide tax compliance and tax consulting services to the above captioned debtors and debtors in possession (the Debtors ). I submit this Declaration in conjunction with KPMG s application, dated April 20, 2018 (the Application ) for KPMG s sixth monthly fee application for compensation and allowance of expenses for the period January 1, 2018 through March 31, The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/k/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob s Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors executive headquarters are located at 160 Corporate Court, Meriden, CT

25 Case LSS Doc Filed 04/20/18 Page 12 of I am familiar with the other work performed on behalf of the Debtors by the professionals of KPMG. 4. I have reviewed the foregoing Application and the facts set forth therein are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Rule of the Local Rules of Bankruptcy Procedure for the United States Bankruptcy Court for the District of Delaware, and submit that the Application substantially complies with such Rule. I declare under the penalty of perjury that the foregoing is true and correct. Executed this 20th day of April Jonathan Woehrle Partner, KPMG LLP 1676 International Drive McLean, Virginia