Court filing
Second Plan Supplement (Revised Assumption and Rejection Schedule) — In re KServicing
Record facts
| Court | U.S. Bankruptcy Court for the District of Delaware |
|---|---|
| Filed | 2023-03-06 |
U.S. Bankruptcy Court for the District of Delaware · No. 22-10951 · Doc. 611 · 2023-03-06 · Docket on CourtListener
Summary
A notice of filing of the second supplement to the Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its affiliated debtors, filed March 6, 2023 as Doc 611 in Case No. 22-10951 (CTG) in the U.S. Bankruptcy Court for the District of Delaware. The debtors file a Revised Assumption Schedule as Exhibit A, which replaces the Initial Assumption Schedule, with a redline comparison as Exhibit A-1. They also file as Exhibit F the list of intellectual property agreements to be rejected under the Confirmation Order, and state that Exhibits B, C, D and E of the original Plan Supplement are unchanged. The notice states that the Confirmation Hearing will be held before Judge Craig T. Goldblatt on March 13, 2023 at 10:00 a.m. It is signed by counsel at Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP for the debtors.
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Full text
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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:
Chapter 11
In re
:
:
Case No. 22-10951 (CTG)
KABBAGE, INC. d/b/a KSERVICING, et al., :
:
(Jointly Administered)
:
Debtors.1
:
Re: Docket Nos. 466, 467 & 561
:
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NOTICE OF FILING OF SECOND SUPPLEMENT
TO THE AMENDED JOINT CHAPTER 11 PLAN OF LIQUIDATION
OF KABBAGE, INC. (d/b/a KSERVICING) AND ITS AFFILIATED DEBTORS
PLEASE TAKE NOTICE that on October 3, 2022 (the “Petition Date”),
Kabbage, Inc. (d/b/a KServicing) and its debtor affiliates, as debtors and debtors in possession in
the above-captioned chapter 11 cases (collectively, the “Debtors”), commenced cases under
chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the
District of Delaware (the “Court”).
PLEASE TAKE FURTHER NOTICE that, on January 19, 2023, the Debtors
filed the solicitation versions of the Amended Joint Chapter 11 Plan of Liquidation of Kabbage,
Inc. (d/b/a KServicing) and its Affiliated Debtors [Docket No. 466] (as may be amended, further
supplemented, or modified from time to time, the “Plan”) and the Amended Disclosure Statement
for the Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and Its
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 611 Filed 03/06/23 Page 1 of 5
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Affiliated Debtors [Docket No. 467] (as may be amended, further supplemented, or modified from
time to time the “Disclosure Statement”) with the Court.2
PLEASE TAKE FURTHER NOTICE that the Plan and Disclosure Statement
contemplate the submission of certain documents, schedules, and exhibits in advance of the
hearing on Confirmation of the Plan (the “Confirmation Hearing”).
PLEASE TAKE FURTHER NOTICE that on February 21, 2023, the Debtors
filed the Notice of Filing of Supplement to the Amended Joint Chapter 11 Plan of Liquidation of
Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors [Docket No. 561] (as such documents,
schedules, and exhibits contained therein may be modified, amended, or supplemented from time
to time, collectively, the “Plan Supplement”) in support of the Plan.
PLEASE TAKE FURTHER NOTICE that included in the Plan Supplement was,
among other things, the initial Assumption Schedule (the “Initial Assumption Schedule”).
PLEASE TAKE FURTHER NOTICE that the Debtors hereby file the following
Plan Supplement documents:3
Exhibit
Plan Supplement Document
A
Revised Assumption Schedule4
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan or
Disclosure Statement, as applicable.
3 For the avoidance of doubt, no changes have been made to Exhibit B (Non-Exclusive Schedule of Causes of Action),
Exhibit C (Wind Down Budget), Exhibit D (Selection of Wind Down Officer), or Exhibit E (Wind Down
Agreement) that were included with the original Plan Supplement.
4 The revised Assumption Schedule (the “Revised Assumption Schedule”) is being filed for informational
purposes. Counterparties to any contracts or leases that are identified on the Revised Assumption Schedule that
were not identified on the Initial Assumption Schedule will receive separate notice of the deadline to object to the
assumption of their contracts or leases and the related cure amount. The Debtors further reserve the right to assume
or assume and assign any contracts or leases not identified on the Revised Assumption Schedule with the consent of
the non-Debtor counterparty to such contract or lease.
Case 22-10951-CTG Doc 611 Filed 03/06/23 Page 2 of 5
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Exhibit
Plan Supplement Document
F
Rejection Schedule5
PLEASE TAKE FURTHER NOTICE that the Debtors hereby file the Revised
Assumption Schedule as Exhibit A, which replaces and supersedes the Initial Assumption
Schedule. A redline comparison of the Revised Assumption Schedule marked against the Initial
Assumption Schedule is attached hereto as Exhibit A-1.
PLEASE TAKE FURTHER NOTICE that, pursuant to section 8.6 of the Plan,
all intellectual property contracts, licenses, royalties, or other similar agreements (each, an “IP
Agreement”) to which the Debtors have any rights or obligations in effect as of the date of the
Confirmation Order shall be deemed assumed by the Debtors unless such IP Agreement is
specifically rejected pursuant to a separate order of the Court or is the subject of a separate rejection
motion filed by the Debtors in accordance with section 8.1 of the Plan.
PLEASE TAKE FURTHER NOTICE that the list of IP Agreements to be
rejected by the Debtors pursuant to the Confirmation Order as of the Effective Date is attached
hereto as Exhibit F.
PLEASE TAKE FURTHER NOTICE that certain documents, or portions
thereof, contained in the Plan Supplement remain subject to continuing negotiations among the
Debtors and other interested parties. Subject to the terms and conditions of the Plan and the
Disclosure Statement Order, the Debtors reserve all rights to amend, revise, or supplement the Plan
Supplement, and any of the documents and designations contained therein, at any time before the
5 The appearance of a contract or lease on the Revised Assumption Schedule or the Rejection Schedule is not an
admission by the Debtors that such contract or lease is executory or unexpired, as applicable.
Case 22-10951-CTG Doc 611 Filed 03/06/23 Page 3 of 5
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Effective Date of the Plan, or any such other date as may be provided for by the Plan, the Disclosure
Statement Order, or by order of the Court.
PLEASE TAKE FURTHER NOTICE that the Plan Supplement, including the
documents therein, may be viewed free of charge by visiting the website maintained by the
Debtors’ claims, noticing and solicitation agent, Omni Agent Solutions, Inc. (“Omni”), at
http://www.omniagentsolutions.com/kservicing. Additionally, copies of the Plan Supplement and
the documents therein may be obtained by contacting Omni (i) in writing at Kabbage, Inc. d/b/a
KServicing, et al., c/o Omni Agent Solutions, Solicitation Team, 5955 De Soto Ave., Suite 100,
Woodland Hills, CA 91367, (ii) by email at kservicinginquiries@omniagnt.com, or (iii) by
telephone at 866-956-2138 (U.S. & Canada toll free) or 747-226-5953 (international). You may
also obtain copies of any pleadings filed in these chapter 11 cases, including the Plan Supplement,
for a fee via PACER at http://www.deb.uscourts.gov.
PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing will be held
before The Honorable Craig T. Goldblatt, United States Bankruptcy Judge for the District of
Delaware, 824 North Market Street, Third Floor, Courtroom 7, Wilmington, Delaware 19801, on
March 13, 2023 at 10:00 a.m. (prevailing Eastern Time). Please be advised that the
Confirmation Hearing may be continued from time to time without further notice other than an
adjournment announced in open court or a notice of agenda filed with the Court.
Case 22-10951-CTG Doc 611 Filed 03/06/23 Page 4 of 5
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Dated: March 6, 2023
Wilmington, Delaware
/s/ Matthew P. Milana
RICHARDS, LAYTON & FINGER, P.A.
Daniel J. DeFranceschi (No. 2732)
Amanda R. Steele (No. 5530)
Zachary I. Shapiro (No. 5103)
Matthew P. Milana (No. 6681)
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
E-mail: defranceschi@rlf.com
steele@rlf.com
shapiro@rlf.com
milana@rlf.com
-and-
WEIL, GOTSHAL & MANGES LLP
Ray C. Schrock (admitted pro hac vice)
Candace M. Arthur (admitted pro hac vice)
Natasha S. Hwangpo (admitted pro hac vice)
Chase A. Bentley (admitted pro hac vice)
767 Fifth Avenue
New York, New York 10153
Telephone:
(212) 310-8000
E-mail:
ray.schrock@weil.com
candace.arthur@weil.com
natasha.hwangpo@weil.com
chase.bentley@weil.com
Attorneys for Debtors and Debtors in
Possession
Case 22-10951-CTG Doc 611 Filed 03/06/23 Page 5 of 5File and source
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