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Home Court filings In re KServicing Wind Down Corp., et al. Final Order — NOL Stock Transfer Restrictions — In re KServicing

Court filing

Final Order — NOL Stock Transfer Restrictions — In re KServicing

Filed November 2, 2022 in Kservicing Bankruptcy; one of 140 filings from this case.

Record facts

CourtU.S. Bankruptcy Court for the District of Delaware
Filed2022-11-02

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 193 · 2022-11-02 · Docket on CourtListener

Full text

RLF1 28023334v.1 
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 Nos. 6 & 71 
FINAL ORDER ESTABLISHING  
NOTIFICATION PROCEDURES AND APPROVING  
RESTRICTIONS ON CERTAIN TRANSFERS OF INTERESTS IN THE DEBTORS  
Upon the motion, dated October 3, 2022 (the “Motion”)2 of Kabbage, Inc. d/b/a 
KServicing 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 105(a) 
and 362 of the Bankruptcy Code authorizing the Debtors to establish procedures to protect the Tax 
Attributes, all as more fully set forth in the Motion; and this Court having jurisdiction to consider 
the Motion and the relief requested therein 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; and consideration of the Motion 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 Motion having been 
provided as required by the Interim Order Establishing Notification Procedures and Approving 
 
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 Motion. 
Case 22-10951-CTG    Doc 193    Filed 11/02/22    Page 1 of 5

 
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RLF1 28023334v.1 
Restrictions on Certain Transfers of Interests in the Debtors [Docket No. [•]] (the “Interim 
Order”); and such notice having been adequate and appropriate under the circumstances and it 
appearing that no other or further notice need be provided; and the Court having reviewed the 
Motion; and the Court having held a hearing to consider the relief requested in the Motion on an 
interim basis (the “Interim Hearing”); and the Court having entered the Interim Order; and the 
Court having held a hearing to consider the relief requested in the Motion on a final basis (the 
“Final Hearing”); and upon the First Day Declaration and the record of the Interim Hearing and 
the Final Hearing; and the Court having determined that the legal and factual bases set forth in the 
Motion establish just cause for the relief granted herein; and it appearing that the relief requested 
in the Motion is in the best interests of the Debtors, their estates, their creditors, and all parties in 
interest; and upon all of the proceedings had before the Court and after due deliberation and 
sufficient cause appearing therefor, 
IT IS HEREBY ORDERED THAT: 
1. 
The Motion is granted on a final basis to the extent set forth herein. 
2. 
The provisions of this Final Order shall be effective as of the Petition Date. 
3. 
The Debtors’ Tax Attributes are property of the Debtors’ estates and are 
protected by section 362(a) of the Bankruptcy Code. 
4. 
The restrictions, notification requirements, and other procedures annexed 
hereto as Exhibit 1 (the “Procedures”) are hereby approved and shall apply on or after the Petition 
Date to all trading and transfers in the beneficial ownership of Common Stock (including directly 
and indirectly, and including Options to acquire beneficial ownership of Common Stock), as 
provided therein; provided, that, the Debtors may, in their sole discretion, waive in writing, any 
and all restrictions, stays, and notification procedures set forth in the Procedures. 
Case 22-10951-CTG    Doc 193    Filed 11/02/22    Page 2 of 5

 
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RLF1 28023334v.1 
5. 
Any acquisition, disposition, or trading in the beneficial ownership of 
(including directly and indirectly, and including Options to acquire beneficial ownership of 
Common Stock) on or after the Petition Date, in violation of the Procedures shall be null and void 
ab initio pursuant to this Court’s equitable powers under section 105(a) of the Bankruptcy Code 
and as an act in violation of the automatic stay under section 362 of the Bankruptcy Code (other 
than, for the avoidance of doubt, the Disregarded Transfer Notice). 
6. 
Any person or Entity that acquires, disposes of, or trades in the beneficial 
ownership of Common Stock (including directly and indirectly, and including Options to acquire 
beneficial ownership of Common Stock) on or after the Petition Date, in violation of this Final 
Order or the Procedures or that otherwise fails to comply with their requirements shall be subject 
to such sanctions as this Court may consider appropriate pursuant to this Court’s equitable power 
under section 105(a) of the Bankruptcy Code. 
7. 
The notices substantially in the forms annexed hereto as Exhibit 2, 
Exhibit 3, and Exhibit 4 are hereby approved. 
8. 
Within five (5) business days of the entry of this Order, the Debtors shall 
serve the notice of this Final Order (the “Notice of Final Order”) substantially in the form annexed 
hereto as Exhibit 5, via first class mail and email or fax (if applicable), to (i) all parties that were 
served with notice of the Motion; and (ii) all registered holders of the Debtors debt and/or equity 
securities.  In addition, as soon as practicable after entry of the Final Order, the Debtors will publish 
the Notice of Final Order once in the national edition of The New York Times.  The Debtors will 
also post the Procedures to the website established by Omni Agent Solutions, Inc. for these Chapter 
11 Cases (which website address shall be identified in the Notice of Final Order), such notice being 
Case 22-10951-CTG    Doc 193    Filed 11/02/22    Page 3 of 5

 
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RLF1 28023334v.1 
reasonably calculated to provide notice to all parties that may be affected by the Procedures, 
whether known or unknown, and no further notice of the Procedures shall be necessary. 
9. 
Nothing herein shall preclude any person or Entity desirous of acquiring or 
transferring any beneficial ownership of Common Stock (including directly and indirectly, and 
including Options to acquire beneficial ownership of Common Stock) from requesting relief from 
this Final Order from this Court, subject to the Debtors’ rights to oppose such relief. 
10. 
Notice of the Motion as provided therein shall be deemed good and 
sufficient notice of the Motion. 
11. 
The relief granted in this Final Order is intended solely to permit the Debtors 
to protect, preserve, and maximize the value of their Tax Attributes; accordingly, other than to the 
extent that this Final Order expressly conditions or restricts trading in the beneficial ownership of 
Common Stock (including directly and indirectly, and including Options to acquire beneficial 
ownership of Common Stock), nothing in this Final Order or in the Motion shall, or shall be 
deemed to, prejudice, impair, or otherwise alter or affect the rights of any holders of interests in 
the Debtors, including in connection with the treatment of any such interests under the Debtors’ 
chapter 11 plan or any applicable bankruptcy court order. 
12. 
Notwithstanding entry of this Final Order, nothing herein shall create, nor 
is intended to create, any rights in favor of or enhance the status of any claim held by any party. 
13. 
The requirements set forth in this Final Order are in addition to the 
requirements of applicable securities, corporate and other laws and do not excuse noncompliance 
therewith. 
14. 
The Debtors are authorized to take all action necessary or appropriate to 
effectuate the relief granted in this Final Order. 
Case 22-10951-CTG    Doc 193    Filed 11/02/22    Page 4 of 5

 
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RLF1 28023334v.1 
15. 
This Court shall retain jurisdiction to hear and determine all matters arising 
from or related to the implementation, interpretation and/or enforcement of this Final Order. 
 
 
Dated: November 2nd, 2022 
Wilmington, Delaware
CRAIG T. GOLDBLATT 
UNITED STATES BANKRUPTCY JUDGE
Case 22-10951-CTG    Doc 193    Filed 11/02/22    Page 5 of 5

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archive.org
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  2. Objection — Cross River Bank Opposes Customers Bank Settlement — In re KServicingsame case · 2022-11-04
  3. Periodic Report — Controlled Non-Debtor Entities (Form 426) — In re KServicingsame case · 2022-11-03
  4. Order — Employ Ordinary Course Professionals — In re KServicingsame docket · 2022-11-02
  5. Final Order — Prepetition Employee Wages & Benefits — In re KServicing (Bankr. D. Del.)same docket · 2022-11-02
  6. Order — Retain Greenberg Traurig as Special Counsel to Board — In re KServicingsame docket · 2022-11-02
  7. Order — Retain Jones Day as Special Counsel to Debtors — In re KServicing (Bankr. D. Del.)same docket · 2022-11-02
  8. Second Interim Order — Cash Management System — In re KServicingsame docket · 2022-11-02
  9. PLEASE TAKE NOTICE that, pursuant to that certain Final Ordersame docket · 2022-11-02
  10. OCP Declarationsame docket · 2022-11-02
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  12. Schedule 2-A, Greenberg Traurig Supplemental Disclosures — In re KServicing (Dkt. 177-1)same docket · 2022-11-01
  13. Further Revised Ordersame docket · 2022-11-01
  14. Second Interim Ordersame docket · 2022-11-01
  15. Order Authorizing Debtors To Employsame docket · 2022-11-01
  16. Motion to Approve Disclosure Statement and Solicitation Procedures — In re KServicingsame case · 2022-10-31
  17. Order Shortening Notice — Customers Bank Settlement Hearing — In re KServicing (Bankr. D. Del.)same case · 2022-10-28
  18. Order Authorizing Retention of Richards, Layton & Finger as Co-Counsel — In re KServicing (Bankr. D. Del.)same case · 2022-10-28
  19. Motion to Shorten Notice — Customers Bank Settlement — In re KServicing (Bankr. D. Del.)same case · 2022-10-28
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Part of: In re KServicing Wind Down Corp., et al. — U.S. Bankruptcy Court, D. Del. · U.S. Bankruptcy Court for the District of Delaware · Paycheck Protection Program (PPP) · Bankruptcies · Orders and opinions · 2022 · Court filings

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