Court filing
Monthly Fee Application (AlixPartners — January 2023) — In re KServicing (Bankr. D. Del.)
Filed March 3, 2023 in Kservicing Bankruptcy; one of 140 filings from this case.
Record facts
| Court | U.S. Bankruptcy Court for the District of Delaware |
|---|---|
| Filed | 2023-03-03 |
U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 601 · 2023-03-03 · Docket on CourtListener
Full text
1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
KABBAGE, INC. d/b/a KSERVICING, et. al.,1
Debtors.
Chapter 11
Case No. 22-10951 (CTG)
(Jointly Administered)
Hearing Date: Only if objections are filed
Objections Due: March 23, 2023 at 4:00 p.m. (ET)
FOURTH MONTHLY APPLICATION OF ALIXPARTNERS, LLP,
FINANCIAL ADVISOR TO THE CHAPTER 11 DEBTORS, FOR
ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES
RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED
FOR THE PERIOD FROM JANUARY 1, 2023 THROUGH JANUARY 31, 2023
Name of Applicant:
ALIXPARTNERS, LLP
Authorized to provide professional services to:
The Chapter 11 Debtors
Date of Retention:
October 21, 2022 effective as of
October 3, 2022 [Docket No. 135]
Period for which compensation
and reimbursement is sought:
January 1, 2023 through January 31, 2023
Amount of compensation sought as actual,
reasonable and necessary:
$536,741.00
Amount of payment sought:
$429,392.80 (80% of $536,741.00)
Amount of expense reimbursement sought as
actual, reasonable and necessary:
$1,143.16
This is a(n): Monthly Interim Final application
The total time expended for fee application preparation is approximately 22.0 hours and the
corresponding compensation requested is approximately $12,499.00.
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 601 Filed 03/03/23 Page 1 of 13
2
ALIXPARTNERS, LLP
SUMMARY OF MONTHLY FEE APPLICATIONS
Requested
Paid
Fees
Expenses
Fees
Expenses
12/02/2022
Docket #323
10/03/2022 -
10/31/2022
731,257.25
$
5,925.18
$
585,005.80
$
5,925.18
$
12/27/2022
Docket #374
$ 146,251.45
12/29/2022
Docket #391
11/1/2022 -
11/30/2022
619,173.50
$
2,406.51
$
495,338.80
$
2,406.51
$
1/20/2023
Docket #475
$ 123,834.70
01/30/2023
Docket #496
12/1/2022 -
12/31/2022
604,901.00
$
1,788.77
$
483,920.80
$
1,788.77
$
2/22/2023
Docket #565
$ 120,980.20
3/3/2023
Docket #N/A
1/1/2023 -
1/31/2023
536,741.00
$
1,143.16
$
-
$
-
$
$ 537,884.16
2,492,072.75
$
11,263.62
$
1,564,265.40
$
10,120.46
$
$ 928,950.51
Total
Date Filed;
Docket No.
Period
Certificate of
No Objection
Amount
Outstanding
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 2 of 13
3
ALIXPARTNERS, LLP
SUMMARY OF HOURS AND FEES BY PROFESSIONAL
JANUARY 1, 2023 THROUGH JANUARY 31, 2023
____________________
1 AlixPartners’ standard hourly rates are reviewed semi-annually and certain professionals’ rates were adjusted as of
January 1, 2023. Adjustments included reasonable, routine, across-the-board rate increases to reflect promotions and
general market increases comparable to market rates of comparable firms performing similar services.
Professional
Title
Rate1
Hours
Fees
Deborah Rieger-Paganis
Partner & Managing Director
$1,220
30.8
$ 37,576.00
James Nelson
Director
$1,020
126.7
129,234.00
Thora B Thoroddsen
Director
$950
136.9
130,055.00
John M Katsigeorgis
Senior Vice President
$860
68.2
58,652.00
Heather E Saydah
Senior Vice President
$550
0.2
110.00
Anthony Perrella
Vice President
$605
127.1
76,895.50
Nicholas LoBiondo
Vice President
$605
163.7
99,038.50
Lisa Marie Bonito
Vice President
$500
17.5
8,750.00
671.1
$ 540,311.00
(3,570.00)
$ 536,741.00
(107,348.20)
$ 429,392.80
$
799.79
Total Hours and Fees for Professionals
Less: 50% Travel Fees
Total Fees for Professionals
Less: 20% Holdback
Total Fees for Professionals
Average Billing Rate
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 3 of 13
4
ALIXPARTNERS, LLP
SUMMARY OF HOURS AND FEES BY MATTER CATEGORY
JANUARY 1, 2023 THROUGH JANUARY 31, 2023
Code
Matter Category
Hours
Fees
1.1
Chapter 11 Process / Case Management
54.9 $ 50,028.50
1.3
Cash / Liquidity Matters
152.4 114,926.50
1.5
U.S. Trustee / Court Reporting Requirements
169.6 118,184.00
1.6
CFO Support
2.1
2,142.00
1.9
Plan & Disclosure Statement
101.4 86,619.00
1.10
Transaction Support
33.4 30,203.00
1.13
Vendor Management
14.1 12,636.00
1.14
Executory Contracts
23.5 21,462.50
1.15
Claims Process / Avoidance Actions
67.9 61,096.00
1.16
Adversary Proceedings & Contested Matters
3.3
3,686.00
1.17
Preparation & Attend Court Hearing
6.1
6,359.00
1.20
Fee Applications & Fee Applications
22.0 12,499.00
1.21
Loan Transfer Activities
13.4 13,329.50
1.31
Travel Time
7.0
3,570.00
Total Hours and Fees By Matter Category
671.1 $ 536,741.00
Average Billing Rate $
799.79
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 4 of 13
5
ALIXPARTNERS, LLP
SUMMARY OF EXPENSES
JANUARY 1, 2023 THROUGH JANUARY 31, 2023
Expense Category
Amount
Airfare
$
462.98
Ground Transportation
220.23
Lodging
350.00
Meals
60.00
Phone & Internet
49.95
Total Expenses
$
1,143.16
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 5 of 13
1
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
KABBAGE, INC. d/b/a KSERVICING, et al.,1
Debtors.
Chapter 11
Case No. 22-10951 (CTG)
(Jointly Administered)
Hearing Date: Only if objections are filed
Objections Due: March 23, 2023 at 4:00 p.m. (ET)
FOURTH MONTHLY APPLICATION OF ALIXPARTNERS, LLP,
FINANCIAL ADVISOR TO THE CHAPTER 11 DEBTORS, FOR
ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES
RENDERED AND FOR REIMBURSEMENT OF EXPENSES INCURRED
FOR THE PERIOD FROM JANUARY 1, 2023 THROUGH JANUARY 31, 2023
AlixPartners, LLP (“AlixPartners”), as financial advisor to the above-captioned debtors (the
“Debtors”), hereby submits its fourth monthly application (the “Application”) for allowance of
compensation for professional services rendered and reimbursement of out-of-pocket expenses
incurred for the period from January 1, 2023 through January 31, 2023 (the “Compensation Period”).
AlixPartners respectfully states as follows:
Jurisdiction and Venue
1.
The United States Bankruptcy Court for the District of Delaware (the “Court”) has
jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant
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 601 Filed 03/03/23 Page 6 of 13
2
to 28 U.S.C. § 157(b)(2).
2.
Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
Relief Requested
3.
The bases for the relief requested herein are Sections 330 and 331 of Title 11 of the
United States Bankruptcy 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”), the United States Trustee Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed Under 11 U.S.C. § 330, adopted June 11, 2013 (the “U.S. Trustee
Guidelines”) and the Order Establishing Procedures for Interim Compensation and Reimbursement
of Expenses of Professionals [Docket No. 136] (the “Interim Compensation Order”).
Background
4.
On October 3, 2022 (the “Petition Date”), the Debtors each filed a voluntary petition
for relief under chapter 11 of the Bankruptcy Code, thereby commencing the above-captioned Chapter
11 Cases (the “Chapter 11 Cases”) in this Court.
5.
No trustee or examiner has been appointed in these Chapter 11 Cases.
AlixPartners’ Retention
6.
On October 3, 2022, the Debtors filed their Application of Debtors for Entry of Order
Authorizing Employment and Retention of AlixPartners, LLP as Financial Advisor to the Debtors
Effective as of the Petition Date [Docket No. 16].
7.
On October 21, 2022, the Court entered the Order Authorizing Debtors to Employ and
Retain AlixPartners, LLP as Financial Advisor Effective as of the Petition Date [Docket No. 135] (the
“Retention Order”).
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 7 of 13
3
8.
AlixPartners is currently holding a retainer in the amount of $476,344.64 (the
“Retainer”). Pursuant to the Retention Order, the Retainer shall be treated as an evergreen retainer
and held by AlixPartners as security throughout these Chapter 11 Cases until AlixPartners’ fees and
expenses are fully paid.
9.
The Retention Order approved the terms of AlixPartners’ hourly fee and expense
structure set forth in the engagement letter dated April 25, 2022 (the “Engagement Letter”) and
authorized AlixPartners to be compensated and reimbursed pursuant to section 327 of the Bankruptcy
Code in accordance with the terms of the Engagement Letter, subject to the procedures set forth in the
Bankruptcy Code, Bankruptcy Rules, Local Rules, U.S. Trustee Guidelines and the Interim
Compensation Order, and any other applicable orders of this Court.
10.
AlixPartners’ standard hourly rates are reviewed semi-annually and certain
professionals’ rates were adjusted as of January 1, 2023. Adjustments included reasonable, routine,
across-the-board rate increases to reflect promotions and general market increases comparable to
market rates of comparable firms performing similar services.
11.
Pursuant to the Engagement Letter, Deborah Rieger-Paganis is the managing director
responsible for this engagement, assisted by a staff of consultants at various levels with a wide range
of relevant skills and abilities.
12.
The Interim Compensation Order provides that upon the expiration of the objection
deadline (the “Objection Deadline”), a professional may file a certificate of no objection (a “CNO”)
with the Court with respect to any professional fees and out-of-pocket expenses not subject to
objection. After a professional files a CNO, the Debtors are authorized and directed to pay the
professional 80% of the fees and 100% of the expenses not subject to an objection that are requested
in the applicable Monthly Fee Application.
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 8 of 13
4
Fees and Expenses During the Compensation Period
13.
During the Compensation Period, AlixPartners provided an aggregate of 671.1 hours
of professional services in the amount of $536,741.00 and incurred out-of-pocket expenses in the
amount of $1,143.16. After applying a 20% holdback of fees in the amount of $107,348.20,
AlixPartners seeks payment of 80% of fees for services rendered in the amount of $429,392.80 and
100% of expenses incurred in the amount of $1,143.16, for a total payment of $430,535.96 for the
Compensation Period.
14.
Detailed descriptions of the professional services performed by each professional,
organized by matter category and by date, and the aggregate hours of services provided (in tenths of
an hour) during the Compensation Period are attached hereto as Exhibit A.
15.
A detailed list of the out-of-pocket expenses incurred during the Compensation Period
are attached hereto as Exhibit B.
Services By Category Provided During the Compensation Period
16.
AlixPartners classified the services performed into separate categories. The
descriptions below summarize the services provided by AlixPartners to the Debtors during the
Compensation Period.
Matter Code 1.1: Chapter 11 Process/Case Management
54.9 hours - $50,028.50
This category includes: (i) organizing and managing the Debtors’ resources to effectively
and efficiently plan, coordinate and manage the Chapter 11 process; (ii) reviewing and
maintaining dockets and case calendars; and (iii) holding working sessions to keep the
engagement team informed of the latest case developments, remain aligned on the many
workstreams, verify that resources are properly allocated to meet deadlines, and ensure all
matters and issues are addressed in an efficient and timely manner.
Matter Code 1.3: Cash/Liquidity Matters
152.4 hours - $114,926.50
This category includes: (i) maintaining a rolling weekly cash forecasting model; (ii)
preparing daily cash balance reporting; (iii) analyzing actual weekly cash receipts and
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 9 of 13
5
disbursements; (iv) negotiating required reporting format and content for the cash collateral
order; (v) reconciling loan-related receipts to determine Debtors’ portion of borrower and
SBA collections; (vi) advising management on complying with post-petition cash
management and cash reporting requirements as defined in the cash management and cash
collateral orders; (vii) assisting management with reviewing disbursements; and (viii)
assisting management with information requests related to liquidity, cash reporting, and
cash forecasting.
Matter Code 1.5: U.S. Trustee/Court Reporting Requirements
169.6 hours - $118,184.00
This category includes: (i) preparing the monthly operating reports; (ii) holding working
sessions with management and other advisors to keep the remain aligned on the bankruptcy
process workstreams and verify that resources are properly allocated to meet deadlines;
(iii) reviewing bankruptcy court filings and coordinate analysis as needed; (iv) attending
Board meetings to present analysis and coordinate on bankruptcy case priorities; and (v)
assisting management with adherance to the requirements of the Court, the U.S. Trustee,
and/or the Bankruptcy Code.
Matter Code 1.6: CFO Support
2.1 hours - $2,142.00
This category includes reviewing monthly financial statements; and preparing updates to
the professional fee forecast.
Matter Code 1.9: Plan & Disclosure Statement
1014 hours - $86,619.00
This category includes: (i) developing the hypothetical liquidation analysis model for best-
interest test; (ii) preparing liquidation analysis exhibits for the disclosure statement; (iii)
analyzing the value waterfall to various creditor classes under the plan of reorganization
(the “Plan”); (iv) preparing the cost-per-loan analysis; and (v) providing edits to the Plan
and disclosure statement and Plan supplement based on stakeholder comments.
Matter Code 1.10: Transaction Support
33.4 hours - $30,203.00
This category includes assisting the Debtors with various transaction and closing-related
tasks, including researching and responding to inquiries and information requests from
parties in interest, coordinating and managing closing mechanics, and preparing and
managing the emergence day funds flow.
Matter Code 1.13: Vendor Management
14.1 hours - $12,636.00
This category includes assisting the Debtors with vendor management, including
performing claims analyses, communicating with vendors, negotiating payment terms, and
developing and customizing numerous vendor payment proposals.
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 10 of 13
6
Matter Code 1.14: Executory Contracts
23.5 hours - $21,462.50
This category includes identifying executory contracts and calculating related cure
amounts in order to file cure schedules with the Court, resolving cure disputes, and
analyzing leases and other contracts with respect to assumption and rejection.
Matter Code 1.15: Claims Process/Avoidance Actions
67.9 hours - $61,096.00
This category includes reviewing, analyzing and reconciling filed claims, including
administrative and priority claims, and assisting Debtors’ counsel in negotiating with
various claimants.
Matter Code 1.16: Adversary Proceedings & Contested Matters
3.3 hours - $3,686.00
This category includes preparing reports and analyses, and attending meetings related to
adversary proceedings and other contested matters.
Matter Code 1.17: Preparation for & Attend Court Hearing
6.1 hours - $6,359.00
This category includes preparing for and attending Court hearings in person, by video
conference, or telephonically.
Matter Code 1.20: Fee Statements & Fee Applications
22.0 hours - $12,499.00
This category includes managing the fee application process, and preparing and reviewing
monthly fee applications, including all required supporting documentation, in accordance
with requirements of the U.S. Trustee and/or the Court.
Matter Code 1.21: Loan Transfer Activities
13.4 hours - $13,329.50
This category includes: (i) holding working sessions with management team and other
advisors to coordinate on multiple loan transfer projects; and (ii) assist with responses to
due diligence requests from loan servicing partners.
Matter Code 1:31: Travel Time
7.0 hours – 3,570.00
This category includes traveling to meetings outside of consultants’ respective “home”
office region. Hours billed under this category were billed at 50% of AlixPartners’
standard rates.
17.
AlixPartners believes that the fees and out-of-pocket expenses requested are
reasonable, actual and for necessary services rendered or expenses incurred on behalf of the Debtors
during the Compensation Period.
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 11 of 13
7
18.
AlixPartners has not entered into any agreement, express or implied, with any other
party for the purpose of fixing or sharing fees or other compensation to be paid for professional
services rendered in these Chapter 11 Cases. No promises have been received by AlixPartners or any
member thereof as to compensation in connection with these Chapter 11 Cases other than in
accordance with the provisions of the Bankruptcy Code.
Certification
19.
A Certification of Deborah Rieger-Paganis is attached hereto as Exhibit C and
incorporated herein.
No Prior Request
20.
No prior request for the relief sought in this Application has been made to this or any
other Court. This Application is made without prejudice to further or final applications based upon
all relevant criteria, including the results achieved in the case as a whole.
Notice
21.
Notice of this Application has been or will be provided to those parties entitled to
receive notice hereof in accordance with any applicable order of this Court.
[Remainder of page intentionally left blank.]
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 12 of 13
8
Conclusion
WHEREFORE, AlixPartners, as financial advisor to the Debtors, respectfully requests: (i)
an interim allowance of compensation for professional services in the amount of $536,741.00 and
reimbursement of out-of-pocket expenses in the amount of $1,143.16 for the Compensation Period;
(ii) that, upon the expiration of the Objection Deadline and entry of a CNO, the Debtors are authorized
and directed to pay AlixPartners fees in the amount of $429,392.80 (80% of $536,741.00) and 100%
of out-of-pocket expenses in the amount of $1,143.16, for a total amount of $430,535.96; and (iii)
such other and further relief as this Court deems proper.
Dated: March 3, 2023
ALIXPARTNERS, LLP
909 Third Avenue, 28th Floor
New York, New York 10022
/s/ Deborah Rieger-Paganis
By: Deborah Rieger-Paganis
Partner & Managing Director
Case 22-10951-CTG Doc 601 Filed 03/03/23 Page 13 of 13File and source
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