Order — Retain Jones Day as Special Counsel to Debtors — In re KServicing (Bankr. D. Del.)

Record facts

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 198 · 2022-11-02 · Docket on CourtListener

Full text

RLF1 28187365V.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) 
 
: 
 
 
: 
 
Debtors.1 
: 
(Jointly Administered) 
 
 
 
: 
 
------------------------------------------------------------ x 
Re: Docket Nos. 108 & 162 
ORDER AUTHORIZING DEBTORS TO EMPLOY AND RETAIN JONES DAY AS  
SPECIAL COUNSEL TO THE DEBTORS EFFECTIVE AS OF THE PETITION DATE   
 
Upon the application (the “Application”)2 of Kabbage, Inc. d/b/a KServicing and 
its debtor affiliates, as debtors and debtors in possession in the Chapter 11 Cases (collectively, 
the “Debtors”), for entry of an order (i) authorizing the Debtors to employ and retain Jones Day 
as special counsel to the Debtors effective as of the Petition Date, and (ii) granting certain related 
relief, all as more fully set forth in the Application; and upon consideration of the Debtors’ 
Declaration, the Lelling Declaration, the Supplemental Declaration of Andrew E. Lelling in 
Support of Debtors’ Application to Employ and Retain Jones Day as Special Counsel to the 
Debtors Effective as of the Petition Date [Docket No. 162] (the “Supplemental Declaration”), 
and the Disclosure of Compensation; and the Court having jurisdiction over this matter pursuant 
to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United 
 
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 have the meanings ascribed to them in the Application. 
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RLF1 28187365V.1 
States District Court for the District of Delaware, dated as of February 29, 2012; and this matter 
being a core proceeding pursuant to 28 U.S.C. § 157(b); 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 this Court having held a hearing, if necessary, on the 
Application; and this Court being satisfied based on the representations made in the Application 
and in the Debtors’ Declaration, the Lelling Declaration, the Supplemental Declaration, and the 
Disclosure of Compensation that Jones Day does not hold or represent an interest adverse to the 
Debtors’ estates with respect to the matters for which Jones Day is to be retained as required by 
section 327(e) of the Bankruptcy Code; 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 after due 
deliberation and sufficient cause appearing therefor, 
IT IS HEREBY ORDERED THAT: 
1. 
The Application is approved as set forth herein. 
2. 
The Debtors are authorized to employ and retain Jones Day as their special 
counsel in these Chapter 11 Cases, in accordance with section 327(e) of the Bankruptcy Code, 
Bankruptcy Rule 2014(a) and Local Rule 2014-1 on the terms and conditions set forth in the 
Application and the Engagement Letter, effective as of the Petition Date. 
3. 
Jones Day is authorized to render the professional services set forth in the 
Application, the Lelling Declaration, and the Engagement Letter, as of the Petition Date. 
4. 
Jones Day shall apply for compensation for professional services rendered 
and reimbursement of expenses incurred in connection with the Chapter 11 Cases in compliance 
with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy 
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RLF1 28187365V.1 
Rules, the Local Rules, the Order Establishing Procedures for Interim Compensation and 
Reimbursement of Expenses for Professionals [Docket No. 95], and any other applicable 
procedures and orders of the Court.  Jones Day also intends to make a reasonable effort to comply 
with the U.S. Trustee's requests for information and additional disclosures as set forth in the 
Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed 
under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013, 
both in connection with the Application and the interim and final fee applications to be filed by 
Jones Day in these Chapter 11 Cases. 
5. 
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 Jones Day, Jones Day shall not seek reimbursement of expenses for office supplies. 
6. 
Jones Day shall: (a) complete its reconciliation of prepetition fees and 
expenses actually incurred on behalf of the Debtors for the period prior to the Petition Date no 
later than the filing of its first interim fee application in the Chapter 11 Cases; (b) make a 
corresponding adjustment to the amount of the Fee Advance on or about that date, as described in 
the Application and the exhibits thereto; and (c) disclose such adjustment in its first interim fee 
application.  Subject to the foregoing adjustment, Jones Day is authorized to hold any remaining 
amount of the Fee Advance following such reconciliation throughout these Chapter 11 Cases and 
such amount shall be applied to Jones Day’s fees and expenses as may be awarded by final order 
of this Court and payable to Jones Day on a final basis. 
7. 
Jones Day shall not charge a markup to the Debtors with respect to fees 
billed by contract attorneys who are employed by outside agencies that contract with Jones Day to 
provide services to Jones Day on behalf of the Debtors without prior agreement of the U.S. Trustee 
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RLF1 28187365V.1 
or further order of this Court.  Jones Day shall ensure that any such contract attorneys are subject 
to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code 
and the Bankruptcy Rules.  For the avoidance of doubt, Jones Day shall not share fees with existing 
or future contract attorneys who are employed by outside agencies that contract with Jones Day 
and that advise on the Debtors’ Chapter 11 Cases or enter into fee sharing arrangements with such 
contract attorneys without prior agreement of the U.S. Trustee or further order of this Court. 
8. 
Jones Day shall provide reasonable notice to the Debtors, the Court, the U.S. 
Trustee and any statutory committee appointed in these Chapter 11 Cases of any annual increases 
in the rates set forth in the Application. 
9. 
Jones Day shall use its reasonable efforts to avoid any duplication of 
services provided by any of the Debtors’ other retained professionals in these Chapter 11 Cases. 
10. 
The Debtors are authorized to take all actions necessary to effectuate the 
relief granted in this Order in accordance with the Application. 
11. 
This Order shall be immediately effective and enforceable upon its entry. 
12. 
To the extent that this Order is inconsistent with the Engagement Letter, the 
terms of this Order shall govern. 
13. 
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: November 2nd, 2022 
Wilmington, Delaware
CRAIG T. GOLDBLATT 
UNITED STATES BANKRUPTCY JUDGE
Case 22-10951-CTG    Doc 198    Filed 11/02/22    Page 4 of 4

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