Order Approving Disclosure Statement and Establishing Solicitation Procedures — In re KServicing (Bankr. D. Del.)

Record facts

U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 470 · 2023-01-19 · Docket on CourtListener

Full text

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)
: 
: 
Re: Docket Nos. 14, 63, 98, 176, 246, 
252, 313 & 468 
------------------------------------------------------------ x 
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 
Upon the motion (the “Motion”)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) approving the Debtors’ disclosure statement, 
(ii) establishing solicitation, voting, and related procedures, (iii) scheduling confirmation hearing,
(iv) establishing notice and objection procedures for plan confirmation, (v) approving special
electronic noticing procedures, (vi) approving Debtors’ proposed cure procedures for unexpired 
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 respective meanings ascribed to such terms 
in the Motion, Plan, or Disclosure Statement as applicable.  
RLF1 28500942v.1 
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leases and executory contracts, and (vii) granting related relief, all as more fully set forth in the 
Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein 
pursuant to 28 U.S.C. §§ 157(a)–(b) and 1334(b), 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; 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 Motion; and upon any hearing held on the Motion; 
and all objections, if any, to the Motion having been withdrawn, resolved, or overruled; and this 
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, 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 FOUND AND DETERMINED THAT 
A. 
Notice of the Disclosure Statement Hearing and Disclosure Statement Objection 
Deadline.  Notice of the Motion, the Disclosure Statement Hearing, and the Disclosure Statement 
Objection Deadline, provided due, proper, and adequate notice, comport with due process and 
complied with Bankruptcy Rules 2002 and 3017 and Local Rules 2002-1, 3017-1, and 9006-1.  No 
further notice is required.   
B. 
Disclosure Statement.  The Disclosure Statement contains adequate information 
within the meaning of section 1125 of the Bankruptcy Code, as well as adequate disclosure of the 
Plan release, injunction, and exculpation provisions.  No further information is necessary.  
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C. 
Parties Entitled to Vote.  Pursuant to the Plan, holders of Claims in Class 3 (Reserve 
Bank Claims) and Class 4 (General Unsecured Claims) are impaired under the Plan and entitled to 
receive or retain property under the Plan.  Accordingly, holders of Allowed Claims in such classes 
are entitled to vote on account of such Claims.  
D. 
Parties Not Entitled to Vote.  Pursuant to the Plan, holders of Claims in Class 1 
(Priority Non-Tax Claims) and Class 2 (Other Secured Claims) are unimpaired, and therefore 
deemed to accept the Plan.  Holders of Claims or Interests in Class 5 (Intercompany Claims), Class 
7 (Subordinated Securities Claims), and Class 8 (KServicing Equity Interests) are impaired and 
not receiving or retaining any property under the Plan, and therefore, deemed to reject the Plan.  
Class 6 (Intercompany Interests) is either impaired or unimpaired and deemed to accept or reject.  
Accordingly, holders of Interests in such class are conclusively presumed to accept or reject the 
Plan and not entitled to vote on account of such Interests.   
E. 
Balloting and Voting Procedures.  The procedures set forth in the Motion for the 
solicitation and tabulation of votes to accept or reject the Plan provide for a fair and equitable 
voting process and are consistent with section 1126 of the Bankruptcy Code.   
F. 
Ballots.  The ballots substantially in the forms annexed hereto as  
Exhibits 2-A and 2-B (collectively, the “Ballots”), including all voting instructions provided 
therein, are consistent with Official Bankruptcy Form No. B 314, address the particular needs of 
these Chapter 11 Cases, and provide adequate information and instructions for each individual 
entitled to vote to accept or reject the Plan.  No further information or instructions are necessary.   
G. 
Solicitation.  The proposed distribution and contents of the Solicitation Packages 
comply with Bankruptcy Rules 2002 and 3017 and Local Rule 9006-1 and constitute sufficient 
notice to all interested parties of the Voting Deadline, Plan Objection Deadline, Confirmation 
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Hearing, and other related matters. The period proposed by the Debtors during which the Debtors 
may solicit votes to accept or reject the Plan, as set forth in this Order, is a reasonable and sufficient 
period of time for the holders of Claims in the Voting Classes to make an informed decision 
regarding whether to accept or reject the Plan and timely return Ballots evidencing such decision. 
H. 
Notice of Confirmation Hearing and Plan Objection Deadline.  The procedures set 
forth in the Motion, including the Special Electronic Noticing Procedures, regarding notice to 
parties of the time, date, and place of the Confirmation Hearing and for filing objections or 
responses to the Plan, provide due, proper, and adequate notice, comport with due process, and 
comply with Bankruptcy Rules 2002 and 3017 and Local Rule 9006-1.  No further notice is 
required.   
I. 
Cure Procedures.  The Cure Procedures are reasonable and provide a sufficient 
timeline for filing objections relating to assumption or assumption and assignment of executory 
contracts and leases pursuant to the Plan.   
J. 
Notice.  All other notices to be provided pursuant to the procedures set forth in the 
Motion are good and sufficient notice to all parties in interest of all matters pertinent hereto and of 
all matters pertinent to the Confirmation Hearing.  No further notice is required. 
K. 
Relief is Warranted.  The legal and factual bases set forth in the Motion establish 
just and sufficient cause to grant the relief requested therein.   
IT IS HEREBY ORDERED THAT: 
1. 
The Motion is granted to the extent set forth herein.   
2. 
The following dates and deadlines are hereby established (subject to modification) 
with respect to solicitation of the Plan, voting on the Plan, and confirmation of the Plan:  
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Disclosure Statement 
 
3. 
The Disclosure Statement contains adequate information in accordance with 
section 1125 of the Bankruptcy Code and is APPROVED.  
4. 
All objections, if any, to the Disclosure Statement or procedures described therein 
and approved by this Order that have not been withdrawn or resolved as provided for in the record 
of the Disclosure Statement Hearing are overruled.  
 
 
  
Voting Record Date 
January 19, 2023 
Solicitation Date 
No later than three business days after entry of 
Proposed Order 
Deadline to file an Objection to or a Request for 
Estimation of a Claim for Voting Purposes 
February 14, 2023  
Plan Supplement Filing Deadline 
February 14, 2023 
Rule 3018 Motion Deadline 
February 21, 2023 at 4:00 p.m. (Prevailing 
Eastern Time) 
Voting Deadline 
February 21, 2023 at 5:00 p.m. (Prevailing 
Eastern Time) 
Plan Objection Deadline 
February 21, 2023 at 4:00 p.m. (Prevailing 
Eastern Time) 
Rule 3018 Objection Deadline 
February 28, 2023 
Deadline to File (i) Reply to Plan Objection(s), 
(ii) Brief in Support of Plan Confirmation, (iii) 
Declarations in Support of Confirmation, and (iv) 
Voting Certification 
March 9, 2023 at 12:00 p.m.  
(Prevailing Eastern Time) 
Confirmation Hearing 
March 13, 2023 at 10:00 a.m. (Prevailing 
Eastern Time) 
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Solicitation and Voting Procedures 
 
 
Parties Entitled to Vote 
 
5. 
Holders of Claims in the Voting Classes are entitled to vote to accept or reject the 
Plan, subject to certain exceptions set forth in the Motion.   
6. 
The Non-Voting Creditors and Interest Holders in Class 1 (Priority Non-Tax 
Claims), Class 2 (Other Secured Claims), and Class 6 (Intercompany Interests) (if so treated) are 
presumed to accept the Plan.  
7. 
The Non-Voting Creditors and Interest Holders in Class 5 (Intercompany Claims), 
Class 6 (Intercompany Interests) (if so treated), Class 7 (Subordinated Securities Claims), and 
Class 8 (KServicing Equity Interests) are deemed to reject the Plan. 
Temporary Allowance / Disallowance of Claims 
 
8. 
Solely for purposes of voting to accept or reject the Plan and not for the purpose of 
the allowance of, or distribution on account of, a Claim, and without prejudice to the rights of the 
Debtors and other parties in interest in any other context, each Claim held by a holder of a Claim 
within a Voting Class is temporarily Allowed in an amount equal to the amount of such Claim 
either as set forth in the Schedules or in a properly and timely filed proof of claim, subject to the 
Temporary Allowance Exceptions as provided by the Motion.  
9. 
 February 21, 2023 by or before 4:00 p.m. (Prevailing Eastern Time) (the “Rule 
3018(a) Motion Deadline”) shall be the deadline to file and serve any motion requesting 
temporary allowance of a Claim for purposes of voting pursuant to Bankruptcy Rule 3018(a) 
(the “Rule 3018(a) Motion(s)”).  Rule 3018(a) Motions must be filed with the Court and served 
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on the Objection Notice Parties3 so as to be actually received not later than the Rule 3018(a) 
Motion Deadline.   
10. 
Any objection to a Rule 3018(a) Motion must be filed by February 28, 2023.  Any 
Rule 3018(a) Motion and related objections shall be considered by the Court at the Confirmation 
Hearing.   
11. 
The deadline to object to or file a request to estimate any Claim solely for purposes 
of voting on the Plan shall be February 14, 2023. 
12. 
Nothing in this Order shall affect or limit any party’s rights to object to any Proof 
of Claim or Rule 3018(a) Motion.   
Voting Record Date 
13. 
The Voting Record Date shall be January 19, 2023.  Only holders of Claims in the 
Voting Classes as of the Voting Record Date shall be entitled to vote to accept or reject the Plan.   
14. 
The record holders of Claims and Interests shall be determined, as of the Voting 
Record Date, based upon the records of the Debtors and Omni.   
15. 
With respect to transfers of Claims and Interests filed pursuant to Bankruptcy Rule 
3001(e), the transferee shall be entitled to receive a Solicitation Package and, if the holder of such 
Claim or Interest is entitled to vote with respect to the Plan, cast a Ballot on account of such Claim 
or Interest only if: (i) all actions necessary to transfer such Claim or Interest  are completed by the 
Voting Record Date; or (ii) the transferee files by the Voting Record Date (a) all documentation 
 
3 The Objection Notice Parties shall include:  (a) the Debtors, Kabbage, Inc. d/b/a KServicing, 925B Peachtree Street 
NE, Suite 383, Atlanta, GA 30309, Attn: Holly Loiseau, General Counsel (hloiseau@kservicecorp.com); (b) Counsel 
to Debtors, (i) Weil, Gotshal & Manges LLP, Attn: Ray C. Schrock (ray.schrock@weil.com), Candace M. Arthur 
(candace.arthur@weil.com), 
Natasha 
Hwangpo 
(natasha.hwangpo@weil.com), 
and 
Chase 
Bentley 
(chase.bentley@weil.com) and (ii) Richards, Layton & Finger, P.A., Attn: Daniel J DeFranceschi 
(defranceschi@rlf.com), Amanda R. Steele (steele@rlf.com), and Zachary I. Shapiro (shapiro@rlf.com); (c) the 
Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Wilmington, DE 19801, 
Attn: Richard Schepacarter (richard.schepacarter@usdoj.gov) and Rosa Sierra-Fox (rosa.sierra-fox@usdoj.gov); and 
(d) counsel to any official committee appointed in these Chapter 11 Cases. 
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required by Bankruptcy Rule 3001(e) to evidence the transfer, and (b) a sworn statement of the 
transferor supporting the validity of the transfer.  In the event a Claim is transferred after the Voting 
Record Date the transferee of such Claim shall be bound by any vote on the Plan made by the 
holder of such Claim as of the Voting Record Date.   
Solicitation Packages 
16. 
The Solicitation Packages are APPROVED.   
17. 
The Debtors shall mail by first class mail the Solicitation Packages to holders of 
Claims in the Voting Classes entitled to vote on the Plan as of the Voting Record Date, as required 
by Bankruptcy Rule 3017(d), no later than three (3) business days following the date of entry 
of the Disclosure Statement Order (the “Solicitation Date”).  
18. 
Solicitation Packages shall contain: 
(a) 
a USB flash drive containing this Order (without attachments), the 
Disclosure Statement, and the Plan; 
(b) 
a paper copy of the Confirmation Hearing Notice; and 
(c) 
a paper copy of the Ballot for the applicable Class.   
19. 
Any eligible holder of a Claim in the Voting Classes that received documents in the 
Solicitation Package on a USB flash drive may request paper copies of this Order, without 
attachments, the Disclosure Statement and the Plan, at no cost to the creditor, by contacting Omni 
by email at kservicinginquiries@omniagnt.com or by telephone at 866-956-2138 (U.S. & Canada 
toll free) or 747-226-5953 (international).   
20. 
The Debtors shall not be required to send Solicitation Packages to creditors that 
held Claims that have already been paid in full.  However, if any such creditor would be entitled 
to receive a Solicitation Package for any other reason, then the Debtors shall send such creditor a 
Solicitation Package in accordance with the procedures set forth herein.  Such creditors are entitled 
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to receive any other notices they may be entitled to receive in connection with the Plan and 
Confirmation Hearing. 
21. 
With respect to addresses from which Solicitation Packages are returned as 
undeliverable by the United States Postal Service, the Debtors are excused from mailing 
Solicitation Packages or any other materials related to voting or confirmation of the Plan to each 
Person (as defined in the Plan) listed at such addresses unless the Debtors are provided with 
accurate addresses for such Persons before the Voting Deadline, and failure to mail Solicitation 
Packages or any other materials related to voting or confirmation of the Plan to such Persons will 
not constitute inadequate notice of the Confirmation Hearing or the Voting Deadline and shall not 
constitute a violation of Bankruptcy Rule 3017 unless otherwise ordered by the Court.   
22. 
On the Solicitation Date, the Debtors shall mail by first class mail the Confirmation 
Hearing Notice to the Non-Voting Creditors and Interest Holders in Class 1 (Priority Non-Tax 
Claims), Class 2 (Other Secured Claims), Class 5 (Intercompany Claims), Class 6 (Intercompany 
Interests), Class 7 (Subordinated Securities Claims), and Class 8 (KServicing Equity Interests).   
Ballots 
23. 
The Ballots, substantially in the form annexed hereto as Exhibits 2-A and 2-B are 
APPROVED.   
24. 
The Debtors are authorized to make non-substantive changes to the Ballots and 
related documents without further order of the Court, including ministerial changes to correct 
typographical and grammatical errors, and to make conforming changes among the Ballots and 
any other materials in the Solicitation Packages.   
25. 
The Voting Deadline shall be February 21, 2023 by or before 5:00 p.m. 
(Prevailing Eastern Time). 
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26. 
The Debtors, in their sole discretion, are authorized to grant an extension of the 
Voting Deadline in writing with respect to any Ballot received after the Voting Deadline.   
27. 
All Ballots must be properly executed, completed, and delivered to Omni by first 
class mail, overnight courier, or hand delivery so that they are actually received by Omni no later 
than the Voting Deadline.  In addition to accepting hard copy Ballots via first class mail, overnight 
courier, and hand delivery, the Debtors are authorized to accept Ballots from holders of Claims 
via electronic, online transmissions, solely through a customized online balloting portal on the 
Debtors’ Case Website to be maintained by Omni (the “E- Ballot Portal”).  Parties entitled to vote 
may cast an electronic Ballot and electronically sign and submit the Ballot by utilizing the E-Ballot 
Portal (which allows a holder to submit an electronic signature).  The encrypted ballot data and 
audit trail created by such electronic submission shall become part of the record of any Ballot 
submitted in this manner and the creditor’s electronic signature will be deemed to be immediately 
legally valid and effective.   
Tabulation Procedures 
28. 
The Tabulation Procedures are APPROVED.   
Confirmation Hearing 
29. 
The Confirmation Hearing shall be held on March 13, 2023 at 10:00 a.m. 
(Prevailing Eastern Time).  The Confirmation Hearing may be adjourned or continued from time 
to time by the Court or the Debtors without further notice, including adjournments announced in 
open Court, or as indicated in any notice of agenda of matters scheduled for hearing filed by the 
Debtors with the Court.  
 
 
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Plan Supplement 
30. 
The Debtors shall file with the Court and post to the Case Website the Plan 
Supplement by no later than February 14, 2023, and are authorized to supplement or amend such 
Plan Supplement as necessary thereafter.  If the Plan Objection Deadline or the Voting Deadline 
is extended and such extension is reflected on a notice filed on the docket, the Debtors shall be 
authorized to file the Plan Supplement by the earlier of seven (7) days prior to such extended Plan 
Objection Deadline or Voting Deadline, as applicable. 
Plan Objections and Reply 
31. 
The deadline to object or respond to confirmation of the Plan shall be February 21, 
2023 at 4:00 P.M. (Prevailing Eastern Time) (the “Plan Objection Deadline”).   
32. 
Objections and responses, if any, to confirmation of the Plan, must: (i) be in writing; 
(ii) conform to the Bankruptcy Rules and the Local Rules; (iii) set forth the name of the objecting 
party, the nature and amount of Claims or Interests held or asserted by the objecting party against 
the Debtors’ estates or property; (iv) set forth the basis for the objection and the specific grounds 
therefor; and (v) be filed with the Court.   
33. 
Any objection or response also must be served by email and received by the 
Objection Notice Parties no later than the Plan Objection Deadline.   
34. 
Objections to confirmation of the Plan that are not timely filed, served, and actually 
received in the manner set forth above shall not be considered and shall be deemed overruled 
unless otherwise ordered by the Court.   
35. 
The Debtors are authorized to file and serve replies or an omnibus reply to any such 
objections along with their brief in support of confirmation of the Plan either separately or by a 
single, consolidated reply, the Voting Certification, and any affidavits or declarations in support 
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of confirmation of the Plan by March 9, 2023 at 12:00 p.m. (Prevailing Eastern Time) 
(the “Reply Deadline”).  In addition, any party in interest may file and serve a statement in support 
of confirmation of the Plan or a reply to any objections to confirmation of the Plan by the Reply 
Deadline.  The Voting Certification shall include, among other things, (i) a certification of the 
amount and number of holders of Claims who actually voted in the Voting Classes and the results 
of such votes, (ii) a list of each Ballot that did not conform to the voting instructions or that contains 
any defect or irregularity, (iii) a list of each Ballot in which the Debtors waived any defect or 
irregularity as to any such Ballot, (iv) a list of holders of Claims in the Voting Classes that opted 
out of the third-party releases in Section 10.6 of the Plan, and (v) a list of any agreements with a 
creditor to allow any Claim solely for voting purposes. 
Confirmation Hearing Notice 
36. 
The Confirmation Hearing Notice, substantially in the form annexed hereto as 
Exhibit 1 is APPROVED.   
37. 
The Debtors shall not be required to send the Confirmation Hearing Notice or the 
Solicitation Package, as applicable, to holders of Claims or Interests that are non-Debtor affiliates.   
38. 
The Debtors are authorized to publish the Publication Notice in the national edition 
of USA Today.  The Debtors shall also publish the Confirmation Hearing Notice on the Debtors’ 
case management website. 
39. 
The Debtors’ Special Electronic Noticing Procedures are APPROVED. 
40. 
For the avoidance of doubt, the Special Electronic Noticing Procedures shall not 
apply to any Borrower in Class 4 (General Unsecured Claims), and consistent with the Creditor 
Matrix Order, the named plaintiffs (or their counsel) in the putative class action filed as Jason 
Carr, Vicki LeMaster, Edward Ford Services LLC, Carlton Morgan¸ 365 Sun LLC and Candice 
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Worthy, individually and on behalf of all others similarly situated v. Kabbage, Inc. d/b/a K 
Servicing, Case No. 1:22-cv-01249-VMC (N.D. Ga. Mar. 30, 2022). 
41. 
To the extent the Debtors do not have an email address on file for a Borrower, the 
Debtors have received a “bounce-back” email in response to the electronic service of the notices 
served in these Chapter 11 Cases, or a Borrower has indicated to the Debtors that it wishes to 
receive notices by physical mail as provided in the Creditor Matrix Order, the Debtors will serve 
the Confirmation Hearing Notice via first-class mail directed to the last known physical address, 
if available, maintained in their books and records for such Borrower, or the address at which they 
have indicated they wish to receive service of physical notices. 
Cure Procedures 
42. 
 The Cure Procedures are APPROVED.   
General 
43. 
The Debtors are authorized to make non-substantive changes to the Disclosure 
Statement, the Plan, the Ballots, and related documents without further order of the Court, 
including changes to correct typographical and grammatical errors, and to make conforming 
changes among the Disclosure Statement, the Plan, and any other materials in the Solicitation 
Packages.   
44. 
The Debtors are authorized to take all steps necessary or appropriate to carry out 
this Order.   
45. 
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: January 19th, 2023 
Wilmington, Delaware
CRAIG T. GOLDBLATT 
UNITED STATES BANKRUPTCY JUDGE
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