Court filing
Third monthly fee application — Greenberg Traurig, LLP — In re KServicing (Bankr. D. Del.)
Filed January 30, 2023 in Kservicing Bankruptcy; one of 140 filings from this case.
Record facts
| Court | U.S. Bankruptcy Court for the District of Delaware |
|---|---|
| Filed | 2023-01-30 |
U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 494 · 2023-01-30 · 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
-------------------------------------------------------------
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x
Chapter 11
Case No. 22-10951 (CTG)
(Jointly Administered)
Obj. Deadline: February 20, 2023 at 4:00 p.m. (ET)
Hearing Date: To be determined if any objection filed
SUMMARY OF THIRD MONTHLY APPLICATION OF GREENBERG TRAURIG,
LLP, AS SPECIAL COUNSEL TO THE BOARD OF DIRECTORS OF KABBAGE, INC.
d/b/a KSERVICING, FOR ALLOWANCE OF COMPENSATION FOR SERVICES
RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM
DECEMBER 1, 2022 THROUGH DECEMBER 31, 2022
Name of Applicant:
Greenberg Traurig, LLP
Authorized to Provide Professional Services to:
Board of Directors of Kabbage, Inc.
Date of Retention:
November 2, 2022
(Nunc Pro Tunc to October 3, 2022)
Period for Which Compensation and
Reimbursement sought:
December 1, 2022 through December 31, 2022
Amount of Compensation Sought as Actual,
Reasonable and Necessary:
$99,826.00
Amount of Compensation for Which Payment is
Sought Pursuant to this Application:
$79,860.80
(80% of fees)
Amount of Expense Reimbursement
Sought as Actual, Reasonable and Necessary:
$0.00
This is a(n):
_X_ Monthly
__ Interim
__ Final Application
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.
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 1 of 11
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This Application does not include any hours incurred in connection with preparation of this
Application.
COMPENSATION BY PROFESSIONAL
DECEMBER 1, 2022 THROUGH DECEMBER 31, 2022
The attorneys who rendered professional services in these chapter 11 cases from December 1, 2022
through December 31, 2022 (the “Fee Period”) are:
Name of Professional
Position; Date of Bar
Admission; Area of
Expertise
Hourly
Billing Rate
Total
Billed
Hours
Total Compensation
Tony W. Clark
Shareholder; Member of
Delaware Bar since 1982;
Member of Pennsylvania Bar
since 1979. Area of expertise:
Restructuring and Bankruptcy
$1,565.00
1.1
$1,721.50
Brian E. Greer
Shareholder; Member of New
York Bar since 1999. Area of
expertise: Restructuring and
Bankruptcy
$1,125.00
1.6
$1,800.00
David B. Kurzweil
Shareholder; Member of New
York Bar since 2012; Member
of Georgia Bar since 1987.
Area of expertise:
Restructuring and Bankruptcy
$1,540.00
33.4
$51,436.00
Dennis A. Meloro
Shareholder; Member of
Delaware Bar since 2003.
Area of expertise: Bankruptcy
$1,255.00
0.2
$251.00
Matthew A. Petrie
Associate; Member of Florida
Bar since 2007; Member of
Georgia Bar since 2020. Area
of expertise: Restructuring and
Bankruptcy
$870.00
39.0
$33,930.00
Eric J. Howe
Shareholder; Member of
Minnesota Bar since 2013.
Member of the Illinois Bar
since 2007. Area of expertise:
Bankruptcy.
$1,050.00
2.1
$2,205.00
Total for Attorneys:
77.4
$91,343.50
The paraprofessionals and other non-legal staff who rendered professional services during the Fee
Period are:
Name of
Paraprofessional and
Other Non-Legal Staff
Position; Area of Expertise
Hourly
Billing
Rate
Total Billed
Hours
Total
Compensation
Sandy Bratton
Paralegal; 27 years of
experience.
$435.00
19.5
$8,482.50
Total:
19.5
$8,482.50
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 2 of 11
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The total fees for the Fee Period are:
Professional Categories
Blended Rate
Total Billed
Hours
Total Compensation
Shareholders
$1,495.14
38.4
$57,413.50
Associates
$870.00
39.0
$33,930.00
Paralegals
$435.00
19.5
$8,482.50
Total:
$1,030.20
96.9
$99,826.00
COMPENSATION BY PROJECT CATEGORY
DECEMBER 1, 2022 THROUGH DECEMBER 31, 2022
Task
Code
Project Category
Total Hours
Total Fees
KS003
Employment and Fee Applications
3.7
$2,714.00
KS005
Board Governance
54.9
$55,422.50
KS006
Plan and Disclosure Statement
38.3
$41,689.50
EXPENSE SUMMARY
DECEMBER 1, 2022 THROUGH DECEMBER 31, 2022
Expense Category
Total Expenses
N/A
$0
Total Disbursements:
$0
PRIOR APPLICATIONS FILED
DATE
PERIOD
DOCKET NO.
FEES
EXPENSES
December 2, 2022
(CNO filed December 27,
2022, Docket No. 377)
October 3, 2022 through
October 31, 2022
326
$84,604.00
$411.25
December 29, 2022
(CNO filed January 20,
2023, Docket No. 476)
November 1, 2022 through
November 30, 2022
392
$38,666.50
$0.00
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 3 of 11
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
-------------------------------------------------------------
In re
KABBAGE, INC. d/b/a KSERVICING, et al.,
Debtors.1
-------------------------------------------------------------
x
:
:
:
:
:
:
x
Chapter 11
Case No. 22-10951 (CTG)
(Jointly Administered)
Obj. Deadline: February 20, 2023 at 4:00 p.m. (ET)
THIRD MONTHLY APPLICATION OF GREENBERG TRAURIG, LLP, AS SPECIAL
COUNSEL TO THE BOARD OF DIRECTORS OF KABBAGE, INC. d/b/a
KSERVICING, FOR ALLOWANCE OF COMPENSATION FOR SERVICES
RENDERED AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM
DECEMBER 1, 2022 THROUGH DECEMBER 31, 2022
Greenberg Traurig, LLP (“Greenberg Traurig”), special counsel to the Board of Directors
of Kabbage, Inc. d/b/a/ KServicing (the “Board”), hereby files its third monthly application (the
“Application”) for allowance and payment of compensation for professional services rendered to
the Board and for reimbursement of actual and necessary expenses incurred in connection
therewith for the period commencing December 1, 2022 through and including December 31, 2022
(the “Fee Period”), pursuant to sections 105(a), 330, and 331 of title 11 of the United States Code
(the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure
(the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure
of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), and the
Court’s Order Establishing Procedures for Interim Compensation and Reimbursement of
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.
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 4 of 11
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Expenses of Professionals [Docket No. 136] (the “Interim Compensation Order”). In support of
this Application, Greenberg Traurig respectfully represents as follows:
Background
1.
On October 3, 2022 (the “Petition Date”), the Debtors each commenced with this
Court a voluntary case under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). The
Debtors are authorized to continue to operate their business as debtors in possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee
of creditors has been appointed in these Chapter 11 Cases.
2.
Pursuant to Bankruptcy Rule 1015(b), the Chapter 11 Cases are being jointly
administered under the above captioned case.
3.
Additional information regarding the Debtors’ business, capital structure, and the
circumstances leading to the commencement of these Chapter 11 Cases is set forth in the
Declaration of Deborah Rieger-Paganis in Support of Debtors’ Chapter 11 Petitions and First
Day Relief [Docket No. 13] (the “First Day Declaration”).
4.
On November 2, 2022, the Court entered the Order Authorizing Debtors to Employ
and Retain Greenberg Traurig, LLP as Special Counsel to the Board of Directors of Kabbage,
Inc. d/b/a KServicing Effective as of the Petition Date [Docket No. 197] authorizing the Debtors
to retain Greenberg Traurig as special counsel to the Board.
Jurisdiction
5.
The Court has jurisdiction to consider this matter 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. This is a core proceeding pursuant to 28 U.S.C.
§ 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 5 of 11
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6.
Pursuant to Local Rule 9013-1(f), Greenberg Traurig consents to the entry of a final
order by the Court in connection with this Application to the extent that it is later determined that
the Court, absent consent of the parties, cannot enter final orders or judgments consistent with
Article III of the United States Constitution.
Compensation Paid and its Source
7.
All services performed during the Fee Period for which Greenberg Traurig is
requesting compensation were performed for or on behalf of the Board.
8.
During the Fee Period, Greenberg Traurig has not received any payment or any
promise of payment for the services in connection with the matters covered by this Application,
nor is there an agreement in place between Greenberg Traurig and any other person for the sharing
of compensation to be received for services rendered in these Chapter 11 Cases.
Summary of Services
9.
This Application is the third monthly fee application filed by Greenberg Traurig in
these cases. In connection with the professional services described below, by this Application,
Greenberg Traurig seeks compensation in the amount of $99,826.00 for the Fee Period.
10.
The services rendered during this Fee Period by Greenberg Traurig professionals
and paraprofessionals (the “Professionals”) are described below. The Professionals in these cases
have all been involved in some capacity with drafting, reviewing/revising, and filing of various
documents with this Court, advising the Board with respect to various matters involving these
cases, and performing various services as described within this Application.
11.
Each of the following is set forth in the invoice attached hereto as Exhibit A: (i) a
description of the professional or paraprofessional performing the services; (ii) the date the
services were performed; (iii) a detailed description of the nature of the services and the related
time expended; and (iv) a summary of the fees and hours of each professional and other
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 6 of 11
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timekeepers listed by project category (which applicable categories are set forth below).
Specifically, Greenberg Traurig rendered the following services during the Fee Period as counsel
to the Board:
a) Fee/Employment Applications (KS003)
Fees: $2,714.00; Hours: 3.7
This category includes services related to drafting, reviewing, revising, and finalizing
Greenberg Traurig’s first and second monthly fee applications.
b) Board and Corporate Governance (KS005)
Fees: $55,422.50; Hours: 54.9
This category includes services related to reviewing materials and presentations prepared
for the Board, attending meetings of the Board, reviewing minutes of meetings of the Board and
monitoring case pleadings and important deadlines for the Board.
c) Plan and Disclosure Statement (KS006)
Fees: $41,689.50; Hours: 38.3
This category includes services related to reviewing and analyzing materials and
presentations prepared for the Board relating to the Plan and Disclosure Statement and Plan
Confirmation negotiations involving stakeholders.
Summary of Expenses
12.
During the Fee Period, Greenberg Traurig did not incur or disburse costs and
expenses related to these cases, and therefore no reimbursement of expenses is sought by this
Application.
Valuation Of Services
13.
Greenberg Traurig expended a total of 96.9 hours in connection with this matter
during the Fee Period. A list of the Professionals who billed time during the Fee Period is set forth
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 7 of 11
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below. The nature of the work performed by the Professionals is detailed in Exhibit A of this
Application.
Professional
Hourly Rate
Hours
Tony W. Clark
$1,565.00
1.1
Brian E. Greer
$1,125.00
1.6
David B. Kurzweil
$1,540.00
33.4
Dennis A. Meloro
$1,255.00
0.2
Eric J. Howe
$1,050.00
2.1
Matthew A. Petrie
$870.00
39.0
Sandy Bratton
$435.00
19.5
The above hourly rates are Greenberg Traurig’s normal hourly rates for work of this character.
The reasonable value of the services rendered by Greenberg Traurig to the Board during the Fee
Period is $99,826.00.
14.
In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
the amounts requested herein for compensation and expense reimbursement are fair and reasonable
given (a) the complexity of these cases, (b) the time expended by the attorneys and
paraprofessionals at Greenberg Traurig, (c) the nature and extent of the services rendered, (d) the
value of such services, and (e) the costs of comparable services other than in a case under this title.
15.
Greenberg Traurig hereby certifies that (i) it has reviewed the requirements of Local
Rule 2016-2 and (ii) this Application complies with such rule.
Reservation of Rights
16.
To the extent time or disbursement charges for services rendered or disbursements
incurred relate to the Fee Period but were not processed prior to the preparation of this Application,
or Greenberg Traurig has for any other reason not sought compensation or reimbursement of
expenses herein with respect to any services rendered or expenses incurred during the Fee Period,
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 8 of 11
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Greenberg Traurig reserves the right to request additional compensation for such services and
reimbursement of such expenses in a future application.
Notice
17.
Notice of this Application will be provided in accordance with the Interim
Compensation Order on the Fee Notice Parties (as defined in the Interim Compensation Order).
No further notice is required.
Conclusion
WHEREFORE Greenberg Traurig respectfully requests (a) interim allowance of
compensation for professional services rendered to the Debtors during the Fee Period in the
amount of $99,826.00 for actual and necessary costs; (b) that, in accordance with the Interim
Compensation Order, the Debtors pay Greenberg Traurig a total of $79,860.80 (representing 80%
of the total amount of fees allowed) if no objections are timely filed and Greenberg Traurig files a
certificate of no objection with the Court in accordance with the Interim Compensation Order;
(c) that the interim allowance of such compensation for professional services rendered be without
prejudice to Greenberg Traurig’s right to seek such further compensation for the full value of
services performed and expenses incurred; and (d) that the Court grant Greenberg Traurig such
other and further relief as is just.
[Remainder of Page Intentionally Left Blank]
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 9 of 11
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Dated:
January 30, 2023
Respectfully submitted,
GREENBERG TRAURIG, LLP
/s/ Dennis A. Meloro
Anthony W. Clark (DE Bar No. 2051)
Dennis A. Meloro (DE Bar No. 4435)
222 Delaware Avenue, Suite 1600
Wilmington, Delaware 19801
Telephone: (302) 661-7000
Email: anthony.clark@gtlaw.com
melorod@gtlaw.com
– and –
David B. Kurzweil (admitted pro hac vice)
Matthew A. Petrie (admitted pro hac vice)
3333 Piedmont Road NE, Suite 2500
Atlanta, Georgia 30305
Telephone: (678) 553-2259
Email: kurzweild@gtlaw.com
petriem@gtlaw.com
Counsel to the Board of Directors of Kabbage, Inc.
d/b/a KServicing
Case 22-10951-CTG Doc 494 Filed 01/30/23 Page 10 of 11
CERTIFICATION OF COMPLIANCE WITH LOCAL RULE 2016-2
I, David B. Kurzweil, declare, pursuant to 28 U.S.C. § 1746, under penalty of perjury:
1.
I am a shareholder in the applicant firm, Greenberg Traurig, LLP, and have been
admitted to the bar of the States of Georgia and New York.
2.
I have personally performed some of the legal services rendered by Greenberg
Traurig, LLP as counsel to the Board and am generally familiar with all other work performed on
behalf of the Board by the lawyers and paraprofessionals in the firm.
3.
The facts set forth in the foregoing Application are true and correct to the best of
my knowledge, information and belief. Moreover, I have reviewed the requirements of Rule
2016-2 of the Local Rules of Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware and submit that the Application complies with such requirements.
Dated: January 30, 2023
/s/ David B. Kurzweil
David B. Kurzweil
3333 Piedmont Road NE, Suite 2500
Atlanta, Georgia 30305
Telephone: (678) 553-2259
Email: kurzweild@gtlaw.com
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