Court filing

Cross River Bank's Objection to Disclosure Statement Approval Motion — In re KServicing (Bankr. D. Del.)

Filed January 12, 2023 in Kservicing Bankruptcy; one of 140 filings from this case.

Record facts

Court	U.S. Bankruptcy Court for the District of Delaware
Filed	2023-01-12

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 437 · 2023-01-12 · Docket on CourtListener

Full text

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re

KABBAGE, INC. d/b/a KSERVICING, et al.,

Debtors.1

Chapter 11

Case No. 22-10951 (CTG)

(Jointly Administered)

Re: Dkt. Nos. 176 & 396

Objection Deadline: Jan. 12, 2023 at 12:00
p.m. (ET), as extended for Cross River Bank

Hearing Date: Jan. 19, 2023 at 10:00 a.m. (ET)

CROSS RIVER BANK’S OBJECTION TO MOTION OF DEBTORS FOR ENTRY
OF ORDER (I) APPROVING THE DISCLOSURE STATEMENT OF THE
DEBTORS, (II) ESTABLISHING SOLICITATION, VOTING, AND RELATED
PROCEDURES, (III) SCHEDULING CONFIRMATION HEARING, (IV)
ESTABLISHING NOTICE AND OBJECTION PROCEDURES FOR
CONFIRMATION OF PLAN, (V) APPROVING SPECIAL ELECTRONIC
NOTICING PROCEDURES, (VI) APPROVING DEBTORS’ PROPOSED CURE
PROCEDURES FOR UNEXPIRED LEASES AND EXECUTORY CONTRACTS,
AND (VII) GRANTING RELATED RELIEF

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) (collectively, the “Debtors”).
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Cross River Bank (“Cross River”) hereby objects to the Motion of Debtors for Entry of
Order (I) Approving the Disclosure Statement of the Debtors, (II) Establishing Solicitation,
Voting, and Related Procedures, (III) Scheduling Confirmation Hearing, (IV) Establishing
Notice and Objection Procedures for Confirmation of Plan, (V) Approving Special Electronic
Noticing Procedures, (VI) Approving Debtors’ Proposed Cure Procedures for Unexpired Leases
and Executory Contracts, and (VII) Granting Related Relief [ECF 176] (the “Motion”).2
INTRODUCTION
1.
The Debtors’ Disclosure Statement is deficient, and the Plan it describes cannot be
confirmed.3
2.
Cross River is likely the Debtors’ largest unsecured creditor, by far. The Small
Business Administration (“SBA”) has held up payment or forgiveness of hundreds of millions of
dollars of Cross River Paycheck Protection Program (“PPP”) loans that were originated and/or
serviced by the Debtors. This hold up, according to the SBA, is based on the Debtors’ alleged
actions and inactions in originating the loans. The Debtors have done virtually nothing to address
the SBA’s asserted issues and claim they lack the resources to do so. They also apparently have
no money to pay Cross River and other unsecured creditors anything (let alone to fulfill Kabbage’s
obligations to make Cross River whole), and the Debtors’ only chance of having the money is
pursuing estate cause of action against the parties that created this mess, including shareholders
who took out hundreds of millions of dollars less than two years before the Petition Date. Thus, it
is Cross River and the other unsecured creditors that have been left holding the bag. The

2 References to the “Plan” are to the Amended Joint Chapter 11 Plan of Liquidation [ECF 395],
and references to the “Disclosure Statement” are to the Amended Disclosure Statement for the
Amended Joint Chapter 11 Plan of Liquidation [ECF 396].
3 Capitalized terms are as defined in the Plan and Disclosure Statement.
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Disclosure Statement fails to provide adequate information to Cross River and other creditors, and
the Plan underlying it is fatally flawed.
Deficient Disclosures
3.
Inadequate Disclosure Regarding Creditor Recoveries. The Disclosure Statement
tells Cross River and other unsecured creditors nothing about what they will receive under the
Plan, or when they might receive it. Months into this case—and more than two years into their
self-described “wind down”—all the Debtors can tell creditors is that their recoveries are “TBD,”
“unknown,” and “cannot be estimated with any degree of certainty.” Disclosure Statement at 13
& n.11. This is not adequate information—it is no information at all. Section 1125 requires that
a disclosure statement contain “adequate information” so creditors may make an informed decision
on the Plan, but the Debtors’ Disclosure Statement just leaves creditors guessing (or often
scratching their heads).
4.
Nor does the Disclosure Statement adequately describe how Plan distributions will
be funded, other than that they may be made from vaguely described “Causes of Action.”
Disclosure Statement at 13 & n.11. Creditors are left to guess as to what claims might be pursued,
who will control those claims, and whether or not the Debtors will stay in business and continue
servicing some loans (for an undisclosed period of time)
5.
The liquidation analysis in the Disclosure Statement is similarly deficient. It is
premised on nonsensical assumptions with no explanation, including that somehow the SBA will
approve virtually all loans in a chapter 11, and virtually none of those same loans in a chapter 7.
6.
Inadequate Disclosures Regarding The AmEx Transaction And Causes Of
Action. The Disclosure Statement makes insufficient disclosures about what are undoubtedly the
Debtors’ largest assets—claims against shareholders and management. The Disclosure Statement
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makes quick reference to the fact that when the “substantial majority of the Company’s business”
was transferred to American Express (“American Express” or “AmEx”) in 2020 for $750 million,
nearly all of the money went to the Debtors’ shareholders and management. Disclosure Statement
at 17. Barely anything went to the Debtors, which were left as a shell with substantial, unsatisfied
liabilities, and whose main purpose was to “wind down.”
7.
Nowhere does the Disclosure Statement mention that the AmEx Transaction and
accompanying shareholder distribution was clearly a fraudulent transfer, but for which the Debtors
would not be in a liquidating chapter 11 now, and their unsecured creditors would not be facing
the real prospect of zero recoveries.4 The Debtors would not have had to work hard to find this
information to put in their Disclosure Statement—it is on the first page of a congressional report:
“After Kabbage’s acquisition by American Express in October 2020, PPP borrowers were left at
the mercy of an underfunded and understaffed spin-off company that failed to properly service
their loans and would later file for bankruptcy.” How Fintechs Facilitated Fraud In The
Paycheck Protection Program, U.S. House of Representatives Select Subcommittee on the
Coronavirus Crisis Staff Report, Dec. 2022 (“Subcommittee Report”), at 1 (emphasis added).5 In
other words, the AmEx Transaction, which stripped the Debtors of their most valuable assets and
transferred all of the value of those assets to AmEx and the shareholders, left the Debtors woefully
undercapitalized and unable to continue their business—the hallmarks of a fraudulent transfer.

4 The Debtors provided Cross River with certain documents related to the AmEx Transaction
that Cross River had previously requested four-and-a-half hours before the deadline to file this
Objection. Cross River’s review of such documents is ongoing. Cross River respectfully
reserves the right to supplement this Objection following the completion of its review of those
documents.
5 The
Subcommittee
Report
is
available
at:
https://coronavirus.house.gov/sites/democrats.coronavirus.house.gov/files/2022.12.01%20Ho
w%20Fintechs%20Facilitated%20Fraud%20in%20the%20Paycheck%20Protection%20Progr
am_0.pdf
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Inexplicably, causes of action relating to the AmEx Transaction, which are likely the estates’
largest assets, receive short shrift in the Disclosure Statement.
8.
Inadequate Disclosures Regarding The Board, The Wind Down Officer, And
Conflicts Of Interest. The Disclosure Statement also does not disclose that the parties who are
running this chapter 11 now—including the Debtors’ Board of Directors—are serving at the behest
of the very parties who orchestrated the AmEx Transaction and received the fraudulent transfers.
The shareholders who got all of the money in 2020 are the ones who picked the Board of Directors
that is serving in 2022. The Debtors tout that “an entirely new leadership team and board,
including independent directors, is in place today,”6 but they say nothing about their connections
to (i.e., that they were put in place by) the very parties responsible for the Debtors’ financial
difficulties.
9.
It gets worse. The Plan purports to cancel existing, out-of-the-money equity
interests, but it doesn’t really. Rather, the Plan provides that the Debtors’ equity (the “Single
Share”) will be held in trust by a Wind Down Officer “for the benefit of” existing equity—the
same existing equity that (1) received fraudulent transfers, and (2) is totally out of the money now.
Thus, all shareholder rights—including the right to call shareholder meetings, elect directors, and
vindicate breaches of duty—will be held by the Wind Down Officer (selected by the existing Board
of Directors) and will be subject to a “Wind Down Agreement” that nobody has seen. The Wind
Down Officer will be accountable to virtually no one except himself, while holding stock for the
existing equity, who are a primary target of estate claims that the Wind Down Officer is supposed
to bring for the benefit of creditors. It will be the perfect circle of conflict and non-accountability.

6 Disclosure Statement at 3 n.3.
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10.
Inadequate Disclosures Regarding Creditors’ Rights As To Causes Of Action.
Nor does the Disclosure Statement adequately explain to creditors what if any say they will have
in how—or even if—these causes of action are prosecuted. To the extent there are “consultation”
rights, they are indecipherable in the Plan and Disclosure Statement. What is clear, however, is
that critical decisions will be made by the existing Board of Directors (i.e., people who the
fraudulent transfer recipients picked), or by people selected by the existing Board of Directors.
11.
The Plan proposes that the Debtors (i.e., the existing Board of Directors) will select
the Wind Down Officer. See Plan § 1.121, at 11. The Plan and Disclosure Statement make vague
references to certain “consent” and “approval” rights that the Reserve Bank (as secured creditor)
will have, and to certain unclear “consultation” rights (whatever that means) that Cross River and
a few other creditors might have. Otherwise, creditors—whose money is actually at stake—have
no say in (let alone control over) the selection of the Wind Down Officer or the prosecution of
causes of action. Subject only to the vague consent and consultation rights, the Wind Down Officer
will control the estates’ liquidation, including prosecution of causes of action against, among
others, AmEx, the existing shareholders, and other present and former management and other
insiders. Neither creditors nor the Court will have any meaningful say in the decision to sue, or
not to sue, anyone, and settlements will not be subject to Rule 9019 approval.
12.
Inadequate Disclosures Regarding Releases. The Disclosure Statement fails to
adequately explain why releases are being provided to management, professionals, and others.
These include both Debtor-releases and third-party releases by creditors (with deficient opt-out
rights). As described further below, the Debtors are subject to multiple governmental
investigations and class actions, including for actions taken while the Debtors’ existing
management was in charge, and including serious issues identified in the Subcommittee Report.
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Although the releases carve out intentional wrongdoing, nothing in the Disclosure Statement
explains why even claims for negligence should be released (let alone whether such claims have
been investigated, and what the findings were of any such investigation).
Flaws That Make Debtors’ Plan Patently Unconfirmable
13.
The foregoing disclosure problems also relate to defects that render the Debtors’
Plan patently unconfirmable. The Plan gives the creditors no meaningful say in post-confirmation
governance, including how valuable causes of action are prosecuted or settled. The Debtors thus
will have all of the benefit of debtors in possession, without any of the burdens. The Plan thus
violates Bankruptcy Code sections 1123(a)(6), 1123(a)(7), and 1129(a)(5) because it deprives
creditors of any voting rights with respect to their interests in the reorganized Debtors, and gives
the insolvent, conflicted Debtors control over the post-Effective Date management of the estates.
14.
The Plan also violates the absolute priority rule, because the Reorganized Debtors’
equity will be held “for the benefit of” out-of-the-money shareholders in violation of Bankruptcy
Code section 1129(b)(2)(B) and Norwest Bank Worthington v. Ahlers, 485 U.S. 197, 199-200
(1988), rather than being distributed to creditors who are the only real economic parties in interest.
Improper Solicitation Procedures
15.
The Debtors’ confirmation procedures are also flawed. First, the Debtors’
proposed procedures improperly limit the rights of creditors to opt out of the Plan’s third-party
releases. Second, the procedures improperly disregard contingent claim amounts for voting
purposes. And third, the procedures provide insufficient time for executory contract counterparties
to challenge the Debtors’ assumption and rejection decisions and proposed cure amounts.
16.
Cross River is engaged with, and will continue to engage with, the Debtors and
other constituents in an attempt to resolve the foregoing issues and move towards a consensual
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confirmation.7 But the Disclosure Statement currently remains deficient, and the Plan underlying
it remains unconfirmable.
FACTUAL BACKGROUND
17.
Debtor Kabbage, Inc. d/b/a KServicing (“Kabbage”) was at one time a fintech
darling. Founded in 2008, Kabbage used proprietary “machine-learning algorithms, data from
public profiles, and other factors to quickly and efficiently evaluate the financial health of loan
applications, significantly shortening loan approval and disbursement processes as compared to
traditional banks.” Disclosure Statement at 17.
18.
Kabbage subsequently “added several lines of business, providing, among other
things, access to flexible lines of credit, business checking accounts, online bill payment, cash flow
visualization tools, and e-gift certificates through its website and app.” Id.
19.
Following the start of the COVID epidemic, the SBA commenced the PPP.
Kabbage further expanded its business by becoming an authorized PPP lender pursuant to an
agreement with the SBA. Declaration of Deborah Rieger-Paganis ¶ 11 [ECF 13] (“First Day
Declaration”). From April 2020 to September 2021, the Debtors originated over $7 billion in PPP
loans. Id. ¶¶ 12, 14. But while the PPP program was high-volume at the time, it was short-lived
by design, expiring when the country began to recover from the initial disruptions caused by
COVID. Moreover, as discussed further below, the Debtors’ participation in the PPP program has
led to numerous governmental investigations, consumer lawsuits, and allegations of wrongdoing
by the Debtors both before and after the Amex Transaction.

7 Other issues raised by Cross River to the Debtors appear to have been resolved by language
proposed but not yet filed by the Debtors. Accordingly, Cross River reserves its rights to
amend this objection in the event the Debtors do not amend their Disclosure Statement as has
been agreed.
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20.
As the first wave of PPP loans were running out, the Debtors’ management and
controlling shareholders hatched a plan to sell most of the Debtors’ assets and to keep the proceeds
for themselves. In October 2020, the Debtors transferred the substantial majority of their assets to
affiliates of American Express. Disclosure Statement at 3. American Express, for its part,
obtained, among other things, the Debtors’ valuable lending and servicing platform, and the
Kabbage IP, including the “Kabbage” name. Id. at 38. American Express now runs “Kabbage
Funding From American Express.”
21.
The Debtors’ management and shareholders pocketed virtually all of the $750
million that American Express purportedly paid for the Debtors’ assets.8 American Express and
the shareholders left behind “a small portfolio of Legacy Loans and the Company’s PPP business.”
Id. at 17. They also left behind a lot of unsatisfied creditor claims. The American Express
transaction left Kabbage as a mere shell, which the Debtors admit has been in “wind down” since
the AmEx Transaction closed. Id. at 26. Indeed, the Debtors filed for bankruptcy less than two
years after the transaction under the weight of the numerous investigations and claims for
wrongdoing leveled against them.
22.
There were reasons why American Express and the Debtors’ management and
shareholders left the PPP business behind. Following the Amex Transaction, the Debtors have
been embroiled in numerous disputes concerning their participation in the PPP, including
investigations by the Department of Justice in the Districts of Massachusetts and Texas (“DOJ”).
First Day Decl. ¶ 16. The DOJ’s investigations have focused on whether the Debtors violated the
False Claims Act and the Financial Institutions Reform, Recovery, and Enforcement Act with

8 According to the Disclosure Statement, $38 million of the purchase price remains, and is held
in escrow “for the benefit of the selling shareholders,” but also may remain “subject to certain
unresolved claims by AmEx under the documents related to the AmEx Transaction.” Id. at 38.
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respect to the PPP loans. Id. ¶ 44. Specifically, the DOJ has alleged that the Debtors improperly
included ineligible individuals in payroll calculated, and failed to exclude certain ineligible
expenses. Id. ¶ 47. The DOJ has also alleged that the Debtors originated loans in amounts
involving duplicate counting of state and local taxes. Id. ¶ 48.
23.
The Debtors also have been subject to investigation by the United States House of
Representatives Select Subcommittee on the Coronavirus Crisis, and the Federal Trade
Commission (“Congressional Subcommittee”). Id. ¶ 16. The investigation is focused on issues of
potential waste, fraud, and abuse in connection with PPP loans. Id. ¶ 50.
24.
The Congressional Subcommittee discussed the Amex Transaction on the first page
of its report, stating that “[a]fter Kabbage’s acquisition by American Express in October 2020,
PPP borrowers were left at the mercy of an underfunded and understaffed spin-off company that
failed to properly service their loans and would later file for bankruptcy.” Subcommittee Report
at 1. As the Subcommittee Report noted, “[w]hile American Express obtained Kabbage’s PPP
profits, KServicing [the shell entity left behind] was left with its responsibilities to service
borrowers’ loans and the portfolio’s liabilities, including multiple Department of Justice
investigations . . . .” Id. at 73. Incredibly, notwithstanding that Kabbage was left “with a skeleton
staff,” and only “one . . . employee . . . dedicated full time and exclusively to AML, BSL or fraud
compliance,” Kabbage still “continued to fund loans” after the Amex Transaction. Id. at 72
(emphasis added). The Subcommittee Report concluded: “While Kabbage’s sale left the company
with fewer staff to prevent fraudulent loans and protect taxpayer dollars, and borrowers with
limited assistance with forgiveness servicing, American Express, Kabbage, and its executives
were left free from liability and responsibility.” Id. (emphasis added).
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25.
In addition to the DOJ and the Congressional Subcommittee, the Debtors are being
investigated by the Federal Trade Commission (“FTC”), with respect to allegations of deceptive
and/or unfair acts concerning the Debtors’ advertising, marketing, underwriting, originating, and
servicing of PPP loans. First Day Declaration ¶ 51.
26.
Further, the SBA has held up PPP loans for forgiveness or guarantee on multiple
grounds, including that the Debtors may not have followed proper procedures at the time of
origination, and that the Debtors should be liable for loan amounts paid to borrowers exceeding
what the borrowers were entitled to receive. Id. ¶ 16.
27.
The Debtors also have had numerous disputes with lenders and borrowers. Id.
¶¶ 52-54. Customers Bank, one of the lenders that the Debtors service loans on behalf of, has
alleged that the Debtors failed to adhere to PPP guidelines. Id. ¶ 16. Cross River also has asserted
claims, including indemnification rights to the extent the Debtors failed to adhere to PPP
guidelines. Id. ¶¶ 16, 55. Cross River asserted contractual putback (repurchase) and indemnity
rights against Kabbage before the bankruptcy, but Kabbage failed to repurchase the loans.
Moreover, PPP borrowers filed a class action suit against the Debtors, alleging that they did not
properly process loan forgiveness applications. Id. ¶ 56.
28.
On October 3, 2022, the Debtors and certain of its affiliates filed chapter 11
petitions. ECF 1. One day later, the Debtors filed the Plan. ECF 14. The Debtors filed the
Disclosure Statement the next day. ECF 63. They have since amended both. ECF 395, 396.
29.
The Debtors’ Plan offers creditors no certainty as to the timing or amount of
distributions.
30.
It appears that general unsecured claims will receive nothing or near nothing unless
causes of action are successfully pursued. See Disclosure Statement at 13, n. 11 (“At this time, it
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is anticipated that the primary source of recovery for Allowed General Unsecured Claims … will
be any proceeds that may be recovered on account of any Causes of Action.”). The Disclosure
Statement, however, says nothing about what claims might be pursued, the merits of those claims,
or potential recoveries that creditors might receive. Unsecured creditor recoveries are—literally—
“TBD.”
31.
Notwithstanding the fact that unsecured creditors may receive nothing, the Debtors’
out-of-the-money existing equity holders will receive one (and the only) share of the post-
confirmation Debtors’ common stock, to be held in trust “for the benefit of” the out-of-the-money
equity holders by the Wind Down Officer. Id. at 14-15; Plan § 4.8. The Wind Down Officer, for
its part, will be selected by the Debtors. Plan § 1.121. In other words, the Debtors, despite being
woefully insolvent, will allow their existing equity holders to retain their equity interests, to be
held by a Wind Down Officer that is handpicked by the Debtors (i.e., the shareholders). Other
than some vague consent rights for Reserve Bank (as secured creditor), creditors, who are the real
parties in interest, will have no say in the Debtors’ post-confirmation management, including in
the pursuit of claims against insiders.9
32.
The Plan also envisions the transfer of servicing to third party servicers on an
unspecified date or continuation of servicing with the Debtors if the Debtors decide to offer it (with

9 The Plan and Disclosure Statement reference certain unclear “consultation” rights for CRB and
certain other creditors in the appointment of the Wind Down Officer and certain decisions by
the Wind Down Officer. See Plan § 1.121; Disclosure Statement at 54. Beyond not providing
any disclosure about what that actually means, such consultation rights are not nearly
sufficient. Moreover, the Disclosure Statement and Plan are inconsistent. The Plan states that
the Debtors will select the Wind Down Officer (subject to the aforementioned vague
consultation or consent rights). Plan § 1.121. The Disclosure Statement, however, states that
“additional information regarding the go forward corporate governance process in connection
with the identity of the Wind Down Officer is set forth in the Plan Supplement.” Disclosure
Statement at 50, n. 44.
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no information as to when the Debtors would make such a decision). Disclosure Statement at 5.
But the Disclosure Statement does not explain how the Debtors will accomplish the servicing
transfer given their apparent difficulties in obtaining cooperation from American Express, which
took the Debtors’ systems and data, and which has apparently refused in the past to provide
documents necessary for the Debtors to properly service the loans. See First Day Declaration ¶ 16
(citing “AmEx’s refusal to honor its obligations under a Transition Services Agreement [ ] between
the Company and AmEx entered into in connection with the AmEx Transaction, which has
affected the Company’s ability to perform a number operational functions”); see also
Subcommittee Report at 72 (describing that Kabbage retained “only contractual use” of the data
and systems, and had to “request access” from American Express just to “perform forgiveness
services for borrowers”).
ARGUMENT
I.
THE
DISCLOSURE
STATEMENT
FAILS
TO
PROVIDE
ADEQUATE
INFORMATION
33.
Section 1125(b) requires that a disclosure statement contain adequate information
to enable creditors “to make an informed judgment about the plan.” See Century Glove, Inc. v.
First Am. Bank of New York, 860 F.2d 94, 100 (3d Cir. 1988) (“[Section] 1125 seeks to guarantee
a minimum amount of information to the creditor asked for its vote.”). It is critical that a disclosure
statement contain sufficient information because creditors and the Bankruptcy Court rely upon the
disclosure statement as the basis upon which to evaluate the proposed plan. See Oneida Motor
Freight, Inc. v. United Jersey Bank, 848 F.2d 414, 417 (3d Cir. 1988) (“Given this reliance, we
cannot overemphasize the debtor’s obligation to provide sufficient data to satisfy the Code
standard of ‘adequate information.’”); see also Ryan Operations G.P. v. Santiam-Midwest Lumber
Co., 81 F.3d 355, 362 (3d Cir. 1996) (“[D]isclosure requirements are crucial to the effective
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functioning of the federal bankruptcy system [because] creditors and the bankruptcy court rely
heavily on the debtor’s disclosure statement in determining whether to approve a proposed
reorganization plan . . . .”). The Third Circuit has called the filing of a disclosure statement with
adequate information a “pivotal concept in reorganization under the Code.” Onieda Motor
Freight, 848 F.2d at 417.
A.
The Disclosure Statement Fails To Disclose, Or Even Estimate, What
Creditors Will Receive Under The Plan (If Anything)
34.
The Disclosure Statement says nothing meaningful about what creditors will
receive under the Plan.
35.
According to a chart on page 13 of the Disclosure Statement, general unsecured
creditors will receive pro rata shares of “GUC Pool Class B Interests.” Nothing in the Disclosure
Statement, however, provides any hint whatsoever as to what these interests might be worth, or
when creditors might expect to recover that value. Instead, the value and timing depend entirely
on causes of action that the Debtors disclose virtually nothing about, and which the Debtors
propose to administer in a deeply conflicted structure controlled by shareholders who are out of
the money and the very targets of the litigation. This plainly is not “adequate information”; it is
no information. And this is not a confirmable Plan, it is a fatally flawed Plan.10

10 The Debtors also fail to disclose the impact that certain governmental claims may have on the
Plan. The Debtors recently entered into a stipulation with the United States to extend the
government’s deadline to bring a nondischargeability complaint, premised on, among other
things, potential violations of the False Claims Act (“FCA”). ECF 426. And the Plan provides
that the Plan and Confirmation Order shall not “grant the Debtors a discharge pursuant to
1141(d) of the Bankruptcy Code as to the United States.” Plan § 10.3(f). The Disclosure
Statement contains no discussion concerning what consequences exempting such FCA
proceedings and resulting liabilities or other remedies may have on the Debtors’ ability to
successfully consummate the Plan, the ability to implement the transactions and other actions
contemplated by the Plan, or creditor recoveries under the Plan.
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36.
The liquidation analysis in the Disclosure Statement is no better. As with the rest
of the Disclosure Statement, the liquidation analysis simply assumes zero recovery on causes of
action in both a “high recovery” and “low recovery” scenario. Disclosure Statement, Ex. C at 7.
37.
Moreover, the Pledged PPPLF Loans (i.e., the loans securing the Reserve Bank’s
claims) in the liquidation analysis do not include “excess amounts” associated with certain issues
that are purportedly unresolved with the SBA. Id. But, the Disclosure Statement also states that
the SBA, without any justification or rationale, is distinguishing certain PPP Loans pledged by the
Reserve Bank from the exact same PPP Loans held by Cross River (and not pledged), by honoring
excess amounts for the Reserve Bank (but for nobody else). Disclosure Statement at 39. Thus,
there appears to be no basis to subtract those excess amounts from the collateral available to satisfy
the Reserve Bank’s claims. This is important, because the Reserve Bank is the only party that has
been granted “consent” rights in connection with the Wind Down, including the prosecution of
causes of action. But the Reserve Bank is projected to recover between 90.5% and 99% on its
claims without ascribing any value to those causes of action. In actuality, the Reserve Bank’s
recovery range should be even higher and it should have no need to look to the causes of action
or, at the very least, would likely be willing to settle any causes of action for a much lower amount
than unsecured creditors would. The Reserve Bank’s “consent” rights thus fail to protect general
unsecured creditors who can look only to those causes of action for recovery.
38.
The Debtors’ liquidation analysis also makes nonsensical assumptions about the
SBA’s treatment of loans in a chapter 11 vs. a chapter 7. The Debtors assume that in a chapter 7,
Cross River’s claims include certain costs and the full outstanding principal of all Cross River
loans as of the Conversion Date. Disclosure Statement, Ex. C at 9. In other words, the Debtors
assume that in a chapter 7 the SBA will not honor any of its guarantees of the PPP loans. But the
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Debtors assume that in a chapter 11 Cross River’s claims only include costs and the “excess
amounts” associated with certain issues unresolved with the SBA (and not the full outstanding
principal). Id. The Debtors fail to explain why Cross River’s claims would be so drastically
different in a chapter 7 as opposed to a chapter 11. The Debtors thus offer no basis for their
assumption that General Unsecured Claims will total nearly $578 million in a chapter 7 and less
than $32 million in a chapter 11. Disclosure Statement, Ex. C at 5.
39.
The liquidation analysis is a critical part of the Disclosure Statement, and it too is
subject to the “adequate information” requirements of section 1125. The Debtors’ liquidation
analysis fails this requirement and does not allow a creditor to make heads or tails of it.
B.
The Disclosure Statement Fails To Adequately Disclose Valuable Estate
Claims Against Insiders And Others
40.
As described above, in October 2020 Kabbage transferred substantially all of its
assets, other than the liability-plagued PPP business, to American Express in exchange for having
its management and shareholders pocket virtually all of the $750 million for those assets.11
Claims, including those relating to these transactions, are likely the estates’ largest assets and, as
the Debtors acknowledge (Disclosure Statement at 13, n. 11) the only hope of unsecured creditors
receiving anything in this case. But, the Disclosure Statement gives no meaningful information
about the Debtors’ claims or the their purported investigation of them. Indeed, the Debtors claim
that they are seeking information from certain entities (Disclosure Statement at 38-39), but say

11 The Disclosure Statement provides that “$38 million of the purchase price is currently in
escrow … for the benefit of the selling shareholders, and to the Debtors’ knowledge, remains
subject to certain unresolved claims by AmEx under the documents related to the AmEx
Transaction.” Disclosure Statement at 38 (emphasis added). But the Disclosure Statement
does not explain what the “unresolved claims by AmEx” are, and whether the shareholders’
remaining payment from AmEx is dependent in any way upon what the Debtors may (or may
not) do in these chapter 11 cases, including potentially pursuing claims against American
Express.
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 16 of 28

nothing about whether they sought information from the very shareholders who received hundreds
of millions of dollars for the transfer of the Debtors’ business, leaving the Debtors with virtually
nothing. Either the Disclosure Statement is insufficient or the Debtors have inexplicably failed to
do anything to investigate the transferee shareholders.
41.
The Disclosure Statement is inadequate because it fails to disclose information
about estate claims, including the AmEx Transaction and related claims. “The Code requires that
a debtor list potential causes of action” and that “the importance of full and honest disclosure
cannot be overstated.” Krystal Cadillac-Oldsmobile GMC Truck, Inc. v. Gen. Motors Corp., 337
F.3d 314, 322-23 (3d Cir. 2003) (internal quotations omitted); see also In re Sierra-Cal, 210 B.R.
168, 176 (Bankr. E.D. Cal. 1997) (disclosure statement was inadequate where it “fail[ed] to reveal
that an entity being paid under the plan had received transfers that would, as a matter of law,
require disallowance of all its claims pending disgorgement” and “[t]his inaccuracy negatively
affected the ability of a hypothetical reasonable investor holding an unsecured claim to make an
informed judgment about the plan”).
42.
Here, the Disclosure Statement dedicates no more than a page to causes of action,
and provides nothing more than a surface level discussion of the AmEx Transaction and a bare
bones statement about the Debtors’ investigation (which can be summed up as essentially saying:
“we have sought informal discovery and have received some documents from some parties”). See
Disclosure Statement at 38-39. It says nothing meaningful about (a) what claims or causes of
action the Debtors are investigating in connection with the AmEx Transaction, (b) who those
causes of action would be against, or (c) any other causes of action the Debtors may have. Indeed,
the Disclosure Statement dedicates the same amount of space (and the Debtors appear to have
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 17 of 28

dedicated more effort) to a $3 million dispute with Customers Bank (Disclosure Statement at 35-
36) than to pursuing the more than $700 million in value taken by AmEx and the shareholders.
43.
The Debtors have apparently had new directors in place for months (if not years)
after the AmEx Transaction,12 and they retained Weil Gotshal in April 2022.13 And yet, after
months and months, the Debtors cannot tell creditors anything meaningful about the AmEx
Transaction and the causes of action related thereto.
C.
The Disclosure Statement Fails To Adequately Disclose That Claims Against
Insiders Will Be Controlled By Those Very Insiders And Their Designees,
Rather Than By Creditors
44.
As described (supra ¶¶ 8-9, 31), the Plan provides that the Debtors themselves will
select the Wind Down Officer, who will have control over pursuing—or not pursuing—causes of
action, including against the insider shareholders and management. The Debtors, in turn, are
currently controlled by a board chosen by the very same insiders who should be the targets of
causes of action related to the AmEx Transaction, and potentially other causes of action related to
the shareholders’ controlling roles viz a viz the Debtors.
45.
As described, the causes of action relating to the AmEx Transaction, and who
controls those causes of action, are critical to creditors. There appear to be no other assets that
could be used to satisfy creditor claims beyond those causes of action. Moreover, creditors can
take no comfort from the Debtors’ statements that there is “an entirely new leadership team and
board” in place, because the Disclosure Statement fails to explain what connections there are
between that new leadership and the existing equity that should be the targets of the litigation.

12 See Disclosure Statement at 5.
13 See ECF 15 ¶ 8 (Weil Retention Application).
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 18 of 28

46.
The selection of who will control the post-confirmation Debtors is also of utmost
importance to creditors. Bankruptcy Code section 1129(a)(5) requires that plan proponents
disclose the identity and affiliations of individuals proposed to serve as directors, officers, or
voting trustees of the debtors, and that the “appointment to, or continuance in, such office of such
individual, is consistent with the interests of creditors and equity security holders and with public
policy.” Section 1123(a)(7) similarly requires that the Plan contain “only provisions that are
consistent with the interests of creditors and equity security holders and with public policy with
respect to the manner of selection of any officer, director, or trustee under the plan and any
successor to such officer, director, or trustee.” Nonetheless, the Disclosure Statement says nothing
about who the Wind Down Officer will be, let alone why his or her selection (whoever they are)
would be in the best interests of creditors.
47.
Nor does the Disclosure Statement adequately disclose the significance of the
Debtors’ handpicking of their own Wind Down Officer. The Debtors are deeply insolvent,
liquidating chapter 11 debtors, and yet creditors will have no meaningful say in management going
forward. At a minimum, the Disclosure Statement should clearly warn creditors that they will
have no real say in the prosecution—or non-prosecution of insider claims—and that instead
decisions about such claims will be made by persons whom the insiders themselves have selected,
and without any supervision whatsoever by this Court.14
48.
The Plan provides for broad releases by the Debtors and third-parties of the
Debtors’ insiders, Plan §§ 10.5, 10.6, but the Disclosure Statement contains no discussion about

14 The Disclosure Statement also does not address what (if any) funding will be available to the
Wind Down Officer for investigation and pursuit of causes of action. Indeed, the liquidation
analysis provides for “Wind Down Costs” and “Reserves/Contingencies” in the chapter 11
scenario, and the notes make no mention of investigation and funding causes of action.
Disclosure Statement, Ex C.
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 19 of 28

why the Debtors believe such releases are appropriate. This is insufficient. See, e.g., In re Lower
Bucks Hosp., 471 B.R. 419, 462 (Bankr. E.D. Pa. 2012), aff’d, 488 B.R. 303 (E.D. Pa. 2013), aff’d,
571 F. App’x 139 (3d Cir. 2014) (disclosure statement was inadequate where third party releases
were not sufficiently separated from debtor releases and there was lack of information about merits
of claims being released). That is particularly so, given that, as described above (supra ¶ 24), the
Congressional Subcommittee found that the Debtors continued to fund loans after the AmEx
transaction notwithstanding the lack of resources to properly implement the PPP. It is unclear
what officers and directors were in place at the Debtors during that time, and there is no basis
described in the Disclosure Statement to justify releases, either by the estates or by non-opting out
creditors.
II.
THE
PLAN
UNDERLYING
THE
DISCLOSURE
STATEMENT
IS
UNCONFIRMABLE
49.
The Third Circuit has held that “if it appears that there is a defect that makes a plan
inherently or patently unconfirmable, the Court may consider and resolve that issue at the
disclosure stage before requiring the parties to proceed with solicitation of acceptances and
rejections and a contested confirmation hearing.” In re Am. Capital Equip., LLC, 688 F.3d 145,
153 (3d Cir. 2012); see also In re Moshe, 567 B.R. 438, 447 (Bankr. E.D.N.Y. 2017) (declining to
approve disclosure statement where objecting creditor’s intention to vote against the plan would
make it unconfirmable); In re Arnold, 471 B.R. 578, 614 (Bankr. C.D. Cal. 2012) (declining to
approve disclosure statement where plan violated the absolute priority rule).
A.
The Plan Cannot Be Confirmed Because It Is Inconsistent With The Interests
Of Creditors And Public Policy
50.
As described (supra ¶¶ 13, 46), section 1123(a)(7) mandates that the selection of
any officer, director, or trustee under the plan be “consistent with the interests of creditors,” and
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 20 of 28

section 1129(a)(5) requires that the appointment of such persons be “consistent with the interests
of creditors and equity security holders and with public policy.”
51.
The Plan is inconsistent with these provisions because it provides for the Debtors
to hand-pick the Wind Down Officer in a deeply insolvent, liquidating chapter 11, and creditors
will have no real say in management going forward. Under the undisputed facts of this case, this
proposal is egregious. The principal remaining assets in this case are causes of action, including
those in connection with the October 2020 AmEx Transaction against insiders of the Debtors. Yet,
the Wind Down Officer, who will have the authority to prosecute or settle such claims, will be
picked by the board that was put in place by the potential targets of that litigation. The Wind
Down Officer has no accountability to general unsecured creditors, for whose benefit the litigation
must be pursued.
52.
Moreover, the Debtors are under investigation by multiple governmental agencies
for alleged wrongdoing that occurred while the Debtors’ current and former management were in
control. Any investigation and pursuit of potential claims by the estate to remedy any such
wrongdoing should not be connected to the very people who are the potential targets.
B.
The Plan Cannot Be Confirmed Because The Single Share To Be Distributed
To Current Equity Violates The Absolute Priority Rule
53.
As described (supra ¶¶ 9-11, 31), the Plan contemplates the issuance of a Single
Share of equity to be held in trust by the Wind Down Officer for the benefit of existing, out-of-
the-money, shareholders. See Plan § 4.8. This violates the absolute priority rule, thus rendering
the Plan unconfirmable.
54.
Bankruptcy Code section 1129(b) requires that in order for a plan to be fair and
equitable with respect to an impaired and dissenting class of unsecured claims, the Plan must:
(1) pay the class’s claims in full, or (2) not allow holders of any junior claims or interests to receive
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 21 of 28

or retain “any property” on account of such claims or interests. 11 U.S.C. § 1129(b)(2)(B)(ii); In
re Armstrong World Indus., Inc., 432 F.3d 507, 513 (3d Cir. 2005) (“The plain language of the
statute makes it clear that a plan cannot give property to junior claimants over the objection of a
more senior class that is impaired ….”); see Norwest Bank Worthington v. Ahlers, 485 U.S. 197,
199-200 (1988) (reversing order confirming plan because the plan provided that equity holders
would retain their equity interests over impaired dissenting claimholders and thus violated the
absolute priority rule).
55.
The Plan provides that one share of new common stock (the “Single Share”) will
be held in trust by the Wind Down Officer “for the benefit of the former [equity holders] consistent
with their former relative priority and economic entitlements.” Plan § 4.8(b). This violates the
absolute priority rule. First, the Single Share indisputably is property. Further, it is property with
significant value, given the virtually unfettered control that the Wind Down Officer will have over,
among other things, the abandonment, prosecution and settlement of the Debtors’ and the Estates’
Causes of Action, including Avoidance Actions.15 Second, it is highly unlikely that the unsecured
creditor class will approve the Plan, because Cross River is the largest general unsecured creditor
in the case, and is unlikely to vote in favor of the current formulation of the Plan. See 11 U.S.C.
§ 1126(c). Third, the class of general unsecured claims is impaired, and currently there is no

15 Moreover, if the Plan deems the Wind Down Officer to hold the Single Share “for the benefit
of” the former holders of KServicing Equity Interests, it has troubling implications for the
Wind Down Officer’s ability to faithful fulfill their duties in that capacity. Section 5.4(c) of
the Plan refers to the Wind Down Officer’s fiduciary duties in such capacity. But “fiduciary
duties” owed to whom? Certainly, the Wind Down Officers should owe duties to the Debtors’
creditors, who should be the primary beneficiaries of the Plan. However, Section 4.8(b)
suggests that the also will owe duties to KServicing’s former equity holders. How is the Wind
Down Officer to reconcile these conflicting roles in a manner consistent with the absolute
priority rule and other applicable provisions of the Bankruptcy Code? The Disclosure
Statement and Plan contain no answers to these questions.
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 22 of 28

indication that it will receive anything under the Plan. Disclosure Statement at 13. Thus, the
Debtors cannot show that the Plan is “fair and equitable” under section 1129(b) because, on its
face, the Plan provides that equity holders will retain their equity interests while dissenting
unsecured creditors will not be paid in full. Ahlers, 485 U.S. at 202 (“There is little doubt that a
reorganization plan in which respondents retain an equity interest in the farm is contrary to the
absolute priority rule”).
56.
The Debtors claim that the equity holders “shall neither receive nor retain any
property of the Estate or direct interest in property of the Estate on account of such KServicing
stock” except “in the event that all Allowed Claims have been satisfied in full … each former
holder of a KServicing Existing Equity Interests may receive its share of any remaining assets of
KServicing.” Plan § 4.8(b). But this is belied by other provisions in the Plan. In particular, the
Wind Down Officer will hold the Single Share of stock in trust for the benefit of existing equity.
Id. Thus, the Wind Down Officer will be exercising all rights of a shareholder on behalf of the
out-of-the-money equity holders, including, for example, electing directors, exercising shareholder
voting and consent rights, and having standing to vindicate breaches of duty by the New Board.
This constitutes a property interest under the absolute priority rule. In re Mangia Pizza Invs., 480
B.R. 669, 700 (Bankr. W.D. Tex. 2012) (“[C]ontrol may be considered a property interest when
applying the absolute priority rule.”).
57.
In any event, even if the Single Share did not effectively grant control to the existing
equity holders (through the Wind Down Officer as their trustee), the Plan would still violate the
absolute priority rule because “a debtor who retains his equity interest in the enterprise retains
‘property.’ Whether the value is ‘present or prospective, for dividends or only for purpose of
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 23 of 28

control’ a retained equity interest is a property interest to ‘which the creditors [are] entitled …
before the stockholders [can] retain it for any purpose whatsoever.” Id. (emphases added).
C.
The Plan Cannot Be Confirmed Because It Violates Section 1123(a)(6)
58.
Although the Single Share will have a vote, as noted, that vote will be vested in the
Wind Down Officer as trustee, not for creditors, but rather for the out-of-the-money existing equity
holders. The creditors—who are entitled to the residual value of the insolvent estate—will be
completely disenfranchised from any power to vote the share that should rightfully be theirs, or to
exercise their other rights as shareholders (including to vindicate breaches of duty). The creditors
will receive “GUC Pool Class B Interests,” which essentially are “nonvoting equity securities”
because they purport to entitle the creditors to some share of the residual value but without any
right to vote.
59.
Section 1123(a)(6) protects against this result. Indeed, the section ensures that
“‘participation in, and control of, the selection of management of a reorganized debtor must be
considered as part of a fair and equitable plan and provided for accordingly,’” and that “‘securities
must be distributed so that the allocation of voting power—i.e., the control of the company—
properly recognizes the respective position of the claimants and stockholders according to their
rank and the rights they surrender.’” In re Ahead Commc’ns Sys., Inc., 395 B.R. 512, 517–20 (D.
Conn. 2008) (quoting 7 Collier on Bankruptcy P.1123.01).
60.
Similarly, in In re Acequia, Inc., the Ninth Circuit recognized that section
1123(a)(6) must be read together with section 1123(a)(7), which requires a plan to contain only
provisions that are consistent with the interests of creditors and public policy with respect to the
manner of selection of officers, directors, or trustees. 787 F.3d 1352, 1361-62 (9th Cir. 1986)
Taken together, these provisions mean that creditors whose rights “are modified or altered so that
they assume some risk of the success of the reorganized corporation, are entitled to an allocation
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 24 of 28

of voting power and a voice in the selection of management that will protect their interests.” 7
Collier on Bankruptcy ¶ 1123.01[6][a] (2020) (emphasis added).16 The Plan violates this principle
by vesting post-confirmation power in the Debtors and their out-of-the-money equity holders.
III.
OBJECTIONS TO SOLICITATION PROCEDURES
61.
The Debtors’ solicitation procedures are also flawed.
62.
First, the Debtors’ proposed procedures improperly limit the rights of creditors to
opt out of the Plan’s third party releases. The Plan and proposed form of ballot provide that “all
holders of Claims or Interests who vote to accept the Plan” are “Releasing Parties.” Plan § 1.100,
at 9. In other words, if a creditor votes to accept the Plan, the creditor cannot opt out of the third-
party releases. There is no justification for that here. Consistent with this Court’s September 22,
2022 ruling in TPC Group (Case No. 22-10493), all creditors should have the right to opt out of
releases without affecting their ability to accept or reject the plan. Ex. A at 69:2-15, 71:5-72:3.
63.
Second, the procedures improperly disregard contingent claim amounts for voting
purposes. The Debtors’ motion to approve the Disclosure Statement states that contingent claims
are deemed to be allowed in the amount of $1 for voting purposes. ECF 176 ¶ 32(d), at 15-16.
That is improper. Bankruptcy Code section 1126(a) provides: “The holder of a claim or interest
allowed under section 502 of this title may accept or reject a plan.” (emphasis added). A “claim”
of course includes a contingent claim. See 11 U.S.C. § 101(5) (defining “claim” to include a
“right to payment, whether or not such right is . . . contingent”). There is no exception for

16 The Debtors’ counsel has acknowledged that “various lower courts have continued to follow
the principles set forth in” Acequia, the issue “has not been seriously contested since,” and that
the reason it has not been seriously contested is because “perhaps it is a reflection that this is
now settled case law.” Weil Restructuring, The Bankruptcy Voting Rights Act – Does the
Bankruptcy
Code
Require
Universal
Suffrage
(Mar.
28,
2013)
available
at
https://restructuring.weil.com/chapter-11-plans/the-bankruptcy-voting-rights-act-does-the-
bankruptcy-code-require-universal-suffrage/.
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 25 of 28

contingent claims in section 1126(a). Indeed, section 1126(c) counts claims based on the allowed
amount of the claim, and similarly has no exception for contingency.
64.
Moreover, a claim is allowed unless an actual objection to it is filed. See 11 U.S.C.
§ 502(a) (“A claim or interest, proof of which is filed under section 501 of this title, is deemed
allowed, unless a party in interest . . . objects.”). And the fact that a claim is contingent is not a
basis upon which to object to a claim. See 11 U.S.C. § 502(b) (providing that a claim that is
“unenforceable . . . under any agreement or applicable law for a reason other than because such
claim is contingent or unmatured” is not to be allowed) (emphasis added).
65.
The drafters of the Bankruptcy Code certainly knew what contingent claims are
(see 11 U.S.C. § 101(5)), and they also knew how to limit the ability of a contingent-claim holder
to take certain actions. See 11 U.S.C. § 303(b) (requiring non-contingent claims to support filing
of involuntary petition); § 502(e) (disallowing reimbursement or contribution claims to the extent
they are contingent at the time of allowance). But the drafters of the Code did not restrict the rights
of contingent claim holders to vote based on the fact that their claims where contingent in whole
or in part. The Debtors’ imposition such a restriction is improper and inconsistent with the plain
language of the Bankruptcy Code.17
66.
Third, the Plan states that the Debtors will file with the plan supplement a notice of
assumption of executory contracts or unexpired leases, and that any objection to the proposed
assumption, assignment, or related cure must be received by the Debtors within 10 days of service
of the assumption notice. Plan § 8.2, at 33. This time period is insufficient. As the Debtors
acknowledge, the servicing agreements are the Debtors most significant current relationships, and

17 At an absolute minimum, in the event that claims objections are filed, any creditor should have
the ability to bring a motion under Rule 3018 for temporary allowance of the claim for voting
purposes.
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 26 of 28

there may be significant cure amounts and other issues to be determined upon the assumption or
rejection of the contracts. Cross River requests an objection deadline of 14 days, and that any
notice of assumption or rejection be served on counsel through the ECF system or other electronic
means so as to provide Cross River sufficient time to respond.
IV.
RESERVATION OF RIGHTS
67.
Cross River reserves the right to raise any and all other objections to the Disclosure
Statement at the hearing. This objection is not limited to all of the issues that may be raised in
opposing confirmation of the Plan, and Cross River reserves the right to make additional arguments
opposing confirmation of any plan in this case.
CONCLUSION
68.
For the reasons stated above, Cross River requests that the Court deny the Motion.
Dated: January 12, 2023

Respectfully submitted,
Wilmington, Delaware
BENESCH, FRIEDLANDER, COPLAN &
ARONOFF LLP

/s/ Gregory W. Werkheiser
Gregory W. Werkheiser (No. 3553)
1313 N. Market Street, Suite 1201
Wilmington, Delaware 19801
Telephone: (302) 442-7010
gwerkheiser@beneschlaw.com

-and-

QUINN EMANUEL URQUHART &
SULLIVAN, LLP

Susheel Kirpalani
Isaac Nesser
51 Madison Avenue, 22nd Floor
New York, NY 10010
Telephone: (212) 849-7000
susheelkirpalani@quinnemanuel.com
isaacnesser@quinnemanuel.com
Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 27 of 28

Erika Morabito
1300 I Street NW, Suite 900
Washington, D.C. 20005
Telephone: (202) 538-8000
erikamorabito@quinnemanuel.com

Matthew R. Scheck
300 West 6th Street, Suite 2010
Austin, TX 78701
Telephone: (737) 667-6100
matthewscheck@quinnemanuel.com

Counsel to Cross River Bank

Case 22-10951-CTG Doc 437 Filed 01/12/23 Page 28 of 28

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Cross River Bank's Objection to Disclosure Statement Approval Motion — In re KServicing (Bankr. D. Del.)

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