Order Authorizing Retention of Weil, Gotshal & Manges LLP as Debtors' Attorneys — In re KServicing (Bankr. D. Del., 2022-10-21)

Record facts

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 137 · 2022-10-21 · Docket on CourtListener

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WEIL:\98851960\2\55894.0003 
UNITED STATES BANKRUPTCY COURT 
DISTRICT OF DELAWARE 
------------------------------------------------------------ x 
 
In re 
: 
Chapter 11 
 
: 
 
KABBAGE, INC. d/b/a KSERVICING et al., 
: 
Case No. 22-10951 (CTG) 
 
: 
 
 
: 
(Jointly Administered) 
 
 
Debtors.1 
: 
 
------------------------------------------------------------ x 
Re: Docket No. 15 
 
ORDER AUTHORIZING RETENTION AND 
EMPLOYMENT OF WEIL, GOTSHAL & MANGES LLP AS 
ATTORNEYS FOR DEBTORS EFFECTIVE AS OF PETITION DATE 
 
Upon the application, dated October 3, 2022 (the “Application”),2 of Kabbage, Inc. 
d/b/a KServicing et. al. and its debtor affiliates, as debtors and debtors in possession in the above-
captioned Chapter 11 Cases (collectively, the “Debtors”), for entry of an order pursuant to sections 
327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 
2014-1 and 2016-1 authorizing the Debtors to retain and employ Weil, Gotshal & Manges LLP 
(“Weil”) as attorneys for the Debtors, effective as of the Petition Date, all as more fully set forth 
in the Application; and upon the consideration of the Schrock Declaration and the Loiseau 
Declaration; and the Court being satisfied, based on the representations made in the Application 
and the Schrock Declaration, that Weil is “disinterested” as such term is defined in section 101(14) 
of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and as required 
 
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 
number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings, LLC (N/A); Kabbage 
Asset Securitization LLC (N/A); Kabbage Asset Funding 2017-A LLC (4803); Kabbage Asset Funding 2019-A 
LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark of American Express used under license; 
Kabbage, Inc. d/b/a KServicing is not affiliated with American Express. The Debtors’ mailing and service address 
is 925B Peachtree Street NE, Suite 383, Atlanta, GA 30309.  
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the 
Application.   
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WEIL:\98851960\2\55894.0003 
under section 327(a) of the Bankruptcy Code, and that Weil represents no interest adverse to the 
Debtors’ estates with respect to the matters upon which it is to be engaged; and the Court having 
jurisdiction to  consider the Application and the relief requested therein pursuant to 28 U.S.C. 
§§ 157 and 1334, and the Amended Standing Order of Reference entered by the United States 
District Court for the District of Delaware, dated February 29, 2012; and consideration of the 
Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and 
venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper 
notice of the Application having been provided; and such notice having been adequate and 
appropriate under the circumstances, and it appearing that no other or further notice need be 
provided; and this Court having reviewed the Application; and upon any hearing held on the 
Application; and all objections, if any, to the Application having been withdrawn, resolved, or 
overruled; and this Court having determined that the legal and factual bases set forth in the 
Application establish just cause for the relief granted herein; and it appearing that the relief 
requested in the Application is in the best interests of the Debtors, their estates, creditors, and all 
parties in interest; and upon all of the proceedings had before this Court and after due deliberation 
and sufficient cause appearing therefor, 
IT IS HEREBY ORDERED THAT 
1. 
The Application is granted as set forth herein. 
2. 
The Debtors are authorized, but not directed, pursuant to section 327(a) of 
the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1, to 
employ and retain Weil as their attorneys on the terms and conditions set forth in the Application 
and the Schrock Declaration, effective as of the Petition Date. 
3. 
Weil is authorized to render the following professional services: 
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a 
take all necessary actions to protect and preserve the Debtors’ estates, 
including the prosecution of actions on the Debtors’ behalves, the defense 
of any actions commenced against the Debtors, the negotiation of disputes 
in which the Debtors are involved and the preparation of objections to 
claims filed against the Debtors’ estates; 
b 
prepare on behalf of the Debtors, as debtors in possession, all necessary 
motions, applications, answers, orders, reports and other papers in 
connection with the administration of the Debtors’ estates; 
c 
take all necessary actions in connection with any chapter 11 plan and related 
disclosure statement and all related documents, and such further actions as 
may be required in connection with the administration of the Debtors’ 
estates;   
d 
take all necessary actions to protect and preserve the value of the Debtors’ 
estates and all related matters; and  
e 
perform all other necessary legal services in connection with the 
prosecution of these Chapter 11 Cases; provided, however, that, to the 
extent Weil determines that such services fall outside of the scope of 
services historically or generally performed by Weil as lead Debtors’ 
counsel in a bankruptcy case, Weil will file a supplemental declaration.  
4. 
Weil shall be compensated in accordance with, and shall file interim and 
final fee applications for allowance of its compensation and expenses pursuant to, sections 330 
and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local 
Rules, and any other applicable procedures and orders of the Court.  Weil shall make reasonable 
efforts to comply with the U.S. Trustee’s requests for information and additional disclosures set 
forth in the Fee Guidelines. 
5. 
Weil shall be reimbursed for reasonable and necessary expenses as provided 
by the Fee Guidelines. 
6. 
Weil shall use its best efforts to avoid any duplication of services provided 
by any of the Debtors’ other retained professionals in these Chapter 11 Cases. 
7. 
Weil shall first apply the Fee Advance in satisfaction of its prepetition 
invoice, and any balance of the Fee Advance shall be held by Weil throughout the Debtors’ Chapter 
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11 Cases and shall be applied to Weil’s fees and expenses as may be awarded and payable to Weil 
on a final basis. 
8. 
Weil shall provide reasonable notice to the Debtors, the U.S. Trustee, and 
any statutory committee appointed in these Chapter 11 Cases in connection with any increase of 
the hourly rates listed in the Schrock Declaration. 
9. 
Notwithstanding anything to the contrary in the Application, any order 
entered in connection therewith, or any agreement entered into in connection with the Debtors’ 
retention of Weil, Weil shall not seek reimbursement of expenses for office supplies. 
10. 
Notwithstanding anything in the Application to the contrary, Weil shall (i) 
to the extent that Weil uses the services of independent contractors or subcontractors (collectively, 
the “Contractors”) in these cases, pass through the cost of such Contractors at the same rate that 
Weil pays the Contractors; (ii) seek reimbursement for actual costs only; (iii) ensure that the 
Contractors are subject to the same conflicts checks as required for Weil; and (iv) file with this 
Court such disclosures required by Bankruptcy Rule 2014. 
11. 
Notwithstanding the applicability of Bankruptcy Rules 6004(h), 7062, or 
9014, the terms and conditions of this Order shall be immediately effective and enforceable upon 
its entry. 
12. 
To the extent there is any inconsistency between this Order and the 
Application, the provisions of this Order shall govern. 
13. 
The Debtors are authorized to take all actions necessary or appropriate to 
effectuate the relief granted in this Order. 
 
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14. 
This Court shall retain jurisdiction to hear and determine all matters arising 
from or related to the implementation, interpretation, or enforcement of this Order.   
Dated: October 21st, 2022 
Wilmington, Delaware
CRAIG T. GOLDBLATT 
UNITED STATES BANKRUPTCY JUDGE
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