Court filing
Monthly Fee Statement (Weil, Gotshal & Manges, Sixth) — In re KServicing
Summary
The sixth monthly fee statement of Weil, Gotshal & Manges LLP, counsel to the debtors and debtors in possession, filed May 10, 2023 as Doc 813 in In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), in the U.S. Bankruptcy Court for the District of Delaware. It seeks compensation of $1,667,778.20, being 80% of $2,084,722.75, and expense reimbursement of $16,126.83 for the period March 1, 2023 through March 31, 2023, with an objection deadline of May 30, 2023 at 4:00 p.m. (ET). The statement tabulates each professional's position, department, hourly rate and billed hours, totalling 1,676.10 hours at a blended attorney rate of $1,267.48. It also breaks the fees down by project category, the largest being Chapter 11 Plan/Plan Confirmation at 849.50 hours and $1,048,774.00. The 18-page filing ends with a declaration of a member of the firm.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
No. 22-10951 · Doc. 813 · Docket on CourtListener
Full text
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 1 of 18
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)
:
------------------------------------------------------------ x Obj. Deadline: May 30, 2023 at 4:00 p.m. (ET)
SUMMARY OF SIXTH MONTHLY FEE STATEMENT OF WEIL, GOTSHAL &
MANGES LLP FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT OF
EXPENSES FOR PERIOD MARCH 1, 2023 THROUGH MARCH 31, 2023
Name of Applicant: Weil, Gotshal & Manges LLP
Authorized to Provide Professional Services to: Debtors and Debtors in Possession
Date of Retention: October 21, 2022 effective as of October 3, 2022
Period for which compensation and March 1, 2023 through March 31, 2023
reimbursement are sought:
Amount of compensation sought as actual, $1,667,778.20 (80% of $2,084,722.75)
reasonable, and necessary:
Amount of expense reimbursement sought as $16,126.83
actual, reasonable, and necessary:
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 813 Filed 05/10/23 Page 2 of 18
COMPENSATION BY PROFESSIONAL
MARCH 1, 2023 THROUGH MARCH 31, 2023
The attorneys who rendered professional services in these chapter 11 cases from March 1, 2023 through
March 31, 2023 (the “Fee Period”) are:
NAME OF POSITION DEPARTMENT YEAR HOURLY TOTAL TOTAL
PROFESSIONAL ADMITTED1 BILLING BILLED COMPENSATION
RATE2 HOURS
Slack, Richard W. Partner Litigation 1987 $1,695.00 83.00 140,685.00
Slack, Richard W. Partner Litigation 1987 $847.50† 9.20 $7,797.00
Sullivan, Kevin J. Partner Corporate 1994 $1,595.00 5.00 $7,975.00
Tsekerides, Theodore
Partner Litigation 1994 $1,395.00 111.40 $177,683.00
E.
Tsekerides, Theodore
Partner Litigation 1994 $797.50† 3.20 $2,552.00
E.
Schrock, Ray C. Partner Restructuring 1998 $2,095.00 4.50 $9,427.50
Arthur, Candace Partner Restructuring 2010 $1,695.00 138.60 $234,927.00
Arthur, Candace Partner Restructuring 2010 $847.50† 5.00 $4,237.50
Hwangpo, Natasha Partner Restructuring 2014 $1,575.00 209.60 $330,120.00
Hwangpo, Natasha Partner Restructuring 2014 $787.50 † 1.00 $787.50
Margolis, Steven M. Counsel Tax 1990 $1,425.00 3.60 $5,130.00
Fliman, Ariel Counsel Corporate 2009 $1,375.00 2.10 $2,887.50
Bonk, Cameron Mae Counsel Litigation 2016 $1,375.00 60.60 $83,325.00
Friedman, Julie T. Associate Restructuring 2003 $775.00 9.40 $7,285.00
Bentley, Chase A. Associate Restructuring 2018 $1,345.00 187.20 $251,784.00
Bentley, Chase A. Associate Restructuring 2018 $672.50† 2.50 $1,681.25
Labate, Angelo G. Associate Litigation 2019 $1,225.00 19.20 $23,520.00
Friedman, Jonathan R. Associate Restructuring 2019 $1,170.00 149.50 $174,915.00
Friedman, Jonathan R. Associate Restructuring 2019 $585.00† 5.10 $2,983.50
Kleiner, Adena Associate Corporate 2020 $1,170.00 7.00 $8,190.00
McMillan, Jillian A. Associate Restructuring 2021 $1,170.00 47.10 $55,107.00
Jones, Taylor Associate Restructuring 2022 $1,065.00 173.70 $184,990.50
Jones, Taylor Associate Restructuring 2022 $532.50† 4.40 $2,343.00
Ollestad, Jordan
Associate Litigation 2022 $1,065.00 103.80 $110,547.00
Alexandra
1
* – Not Yet Admitted to Practice
2
† – Non-working travel is billed at 50% of regular hourly rates.
2
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 3 of 18
Cazes, Catherine Associate Litigation 2022 $910.00 13.40 $12,194.00
Suarez, Ashley Associate Restructuring 2022 $910.00 128.10 $116,571.00
Gross, Nathan Associate Tax * $910.00 2.00 $1,820.00
Castillo, Lauren Associate Restructuring * $750.00 135.10 $101,325.00
Castillo, Lauren Associate Restructuring * $375.00† 4.50 $1,687.50
Total for Attorneys 1,628.80 $2,064,477.75
The paraprofessionals and other non-legal staff who rendered professional services during the Fee Period
are:
NAME OF POSITION DEPARTMENT HOURLY TOTAL TOTAL
PARAPROFESSIONAL AND BILLING BILLED COMPENSATION
OTHER NON-LEGAL RATE HOURS
STAFF
Lee, Kathleen Anne Paralegal Restructuring $530.00 4.60 $2,438.00
Stauble, Christopher A. Paralegal Restructuring $530.00 3.80 $2,014.00
Wong, Sandra Paralegal Litigation $495.00 6.50 $3,217.50
Gilchrist, Roy W. Paralegal Litigation $475.00 6.50 $3,087.50
Haiken, Lauren C. Litigation Support LSS $465.00 3.80 $1,767.00
Chan, Herbert Paralegal Litigation $440.00 3.00 $1,320.00
Chavez, Miguel Litigation Support LSS $405.00 4.20 $1,701.00
Penne, Travis J. Paralegal Restructuring $325.00 5.40 $1,755.00
Mason, Kyle Paralegal Restructuring $310.00 9.50 $2,945.00
Total: 47.30 $20,245.00
3
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 4 of 18
The total fees for the Fee Period are:
PROFESSIONALS BLENDED RATE TOTAL TOTAL COMPENSATION
BILLED
HOURS
Partners and Counsel $1,582.18 636.80 $1,007,534.00
Associates $1,065.47 992.00 $1,056,943.75
Paraprofessionals and Other Non-Legal Staff $428.01 47.30 $20,245.00
Blended Attorney Rate $1,267.48
Total: 1,676.10 $2,084,722.75
4
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 5 of 18
COMPENSATION BY PROJECT CATEGORY
MARCH 1, 2023 THROUGH MARCH 31, 2023
TASK PROJECT CATEGORY TOTAL BILLED TOTAL
CODE HOURS COMPENSATION
003 AmEx Transaction Investigation 4.60 $5,080.00
004 Asset Disposition/363 Asset Sales 13.30 $13,569.50
006 Bar Date and Claims Matters 13.20 $11,632.50
008 Case Administration (WIP List & Case Calendar) 12.70 $12,003.00
009 Chapter 11 Plan/Plan Confirmation/Implementation 849.50 $1,048,774.00
010 Corporate Governance/Securities 46.80 $50,329.00
011 Customer (incl. Partner Banks)/Vendor/Supplier Matters 7.10 $10,104.00
013 Disclosure Statement/Solicitation/Voting 4.80 $5,074.00
014 Employee Matters 5.60 $7,017.50
016 Executory Contracts/Leases/Real Prop/Other 365 Matters 12.60 $14,843.00
017 General Case Strategy (incl Team and Client Calls) 60.60 $73,327.50
018 Government Investigation Matters (excl. Settlements) 15.40 $16,782.00
019 Hearings and Court Matters 79.60 $113,883.50
020 Insurance and Letters of Credit Matters 2.10 $2,887.50
021 Non-bankruptcy Litigation (incl. CB Dispute) 196.60 $276,737.00
022 Non-working Travel 34.90 $24,069.25
025 Retention/Billing/Fee Applications: OCP 6.70 $6,029.00
026 Retention/Fee Applications: Non-Weil Professionals 8.20 $7,938.00
027 Retention/Fee Applications: Weil 33.40 $33,468.50
028 Secured Creditors Issues/Meetings/Comms (excl. Settlements) 4.30 $6,427.50
029 Settlements (including 9019 matters) 53.10 $63,137.50
031 Tax Matters 0.30 $241.00
033 US Trustee/MORs/2015.3 Reports 4.90 $5,124.00
035 Servicing Transfer 205.80 $276,244.00
TOTAL 1,676.10 $2,084,722.75
5
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 6 of 18
EXPENSE SUMMARY
MARCH 1, 2023 THROUGH MARCH 31, 2023
EXPENSE CATEGORY AMOUNT
Computerized Research $3,401.69
Duplicating $1,692.30
Meals $200.00
Outside Messenger Service $767.93
Transportation $2,877.36
Travel $7,187.55
TOTAL $16,126.83
6
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 7 of 18
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)
:
------------------------------------------------------------ x Obj. Deadline: May 30, 2023 at 4:00 p.m. (ET)
SIXTH MONTHLY FEE STATEMENT OF
WEIL, GOTSHAL & MANGES LLP FOR PAYMENT OF
COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR
PERIOD MARCH 1, 2023 THROUGH MARCH 31, 2023
Weil, Gotshal & Manges LLP (“Weil” or the “Firm”), attorneys for 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”), hereby files its sixth monthly fee
statement (this “Fee Statement”) for payment of compensation for professional services rendered
to the Debtors and for reimbursement of actual and necessary expenses incurred in connection
therewith for the period commencing March 1, 2023 through and including March 31, 2023
(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 813 Filed 05/10/23 Page 8 of 18
Expenses of Professionals [Docket No. 136] (the “Interim Compensation Order”). In support
of this Fee Statement, Weil 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].2
4. This Court authorized Weil’s retention as attorneys for the Debtors pursuant
to the Order Authorizing Retention and Employment of Weil, Gotshal & Manges LLP As Attorneys
For Debtors Effective as of Petition Date [Docket No. 137] (the “Retention Order”), entered on
October 21, 2022.
5. On March 15, 2023, the Court entered the Order Confirming Amended Joint
Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors
[Docket No. 680].
2
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the
Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors
[Docket No. 627] (the “Plan”).
2
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 9 of 18
Jurisdiction
6. 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.
7. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final
order by the Court in connection with this Fee Statement 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.
Summary of Professional Compensation
and Reimbursement of Expense Requested
8. By this Fee Statement, Weil requests allowance and payment of
$1,667,778.20 (80% of $2,084,722.75) as compensation for professional services rendered to the
Debtors during the Fee Period and allowance and payment of $16,126.83 as reimbursement for
actual and necessary expenses incurred by Weil during the Fee Period. All services for which
compensation is requested by Weil were performed for or on behalf of the Debtors.
9. During the Fee Period, Weil received no payment and no promises of
payment from any source for services rendered or to be rendered in any capacity whatsoever in
connection with the matters covered by this Fee Statement. There is no agreement or
understanding between Weil and any other person, other than members of Weil, for the sharing of
compensation to be received for services rendered in these Chapter 11 Cases.
3
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 10 of 18
10. The fees charged by Weil in these Chapter 11 Cases are billed in accordance
with its existing billing rates and procedures in effect during the Fee Period, and in accordance
with the Retention Order.
11. Weil maintains computerized records of the time spent by all Weil
attorneys, paraprofessionals, and other non-legal staff in connection with the Firm’s representation
of the Debtors. Annexed hereto as Exhibit A are copies of Weil’s itemized time records for
professionals, paraprofessionals, and other non-legal staff performing services for the Debtors
during the Fee Period. Weil’s time records comply with the requirements set forth in Local
Rule 2016-2 and the Guidelines for Reviewing Applications for Compensation and Reimbursement
of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases
(the “Guidelines”), including the use of itemized time entries and separate matter numbers for
different project types, as hereinafter described in greater detail.
Summary of Services
12. The following is a summary of the significant professional services
rendered by Weil during the Fee Period. This summary is organized in accordance with the
internal system of task codes set up by Weil at the outset of these Chapter 11 Cases.3 If a task code
does not appear below, then Weil did not bill significant time for that task code during the Fee
Period, but may bill time for that task code in the future. Certain services performed may overlap
between, or appropriately be allocated to, more than one task code.
a. Chapter 11 Plan/Plan Confirmation/Implementation (Task Code 009)
Fees: $1,048,774.00; Total Hours: 849.50
Drafted, reviewed, and revised Debtors’ (I) Memorandum of Law
in Support of Confirmation of Amended Joint Chapter 11 Plan of
Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated
3
Exhibit A annexed hereto provides a more detailed description of the services provided during the Fee Period, and
reference should be made thereto for a complete recitation of such services.
4
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 11 of 18
Debtors and (II) Omnibus Rely to Objections Thereto [Docket
No. 637];
Drafted, reviewed, and revised Order Confirming Amended Joint
Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a
KServicing) and its Affiliated Debtors [Docket No. 655-1];
Reviewed, analyzed, and responded to objections to confirmation
of the Debtors’ joint chapter 11 Plan of liquidation;
Researched issues raised in objections to Plan confirmation;
Participated on calls with Debtors’ advisors, the U.S. Trustee,
and counsel to various creditors and other stakeholders regarding
the Plan, Plan Supplement, and Confirmation Order and related
settlements and negotiations;
Responded to Plan-related questions and comments from the
Debtors, the Debtors’ advisors, the U.S. Trustee, the Reserve
Bank, and other stakeholders;
Drafted, reviewed and revised Plan Supplement documents
[Docket Nos. 611, 630];
Drafted, reviewed, and revised declarations in support of
confirmation of amended joint chapter 11 Plan of liquidation
[Docket Nos. 633, 634, 636];
Reviewed materials and corresponded with Debtors and Debtors’
advisors and with certain stakeholders regarding the selection of
a wind down officer, prepared for and conducted wind down
officer interviews, and drafted side-by-side comparison of wind
down officer candidates;
Drafted, reviewed, and revised Plan confirmation work-in-
progress list;
Reviewed materials and corresponded with Debtors and Debtors’
advisors and with certain stakeholders regarding the loan
transition process for inclusion in Plan confirmation declarations
and briefing;
Prepared materials and prepared for Plan confirmation hearing;
Reviewed and revised Notice of Agenda, Amended Notice of
Agenda, and Second Amended Notice of Agenda for hearing
5
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 12 of 18
scheduled for March 13, 2023 at 10:00 a.m. [Docket Nos. 643,
656, 657];
Prepared for and attended witness preparation sessions with Plan
confirmation declarants;
Drafted, reviewed, and revised side letter agreement with the
Reserve Bank;
Corresponded with insurance broker regarding coverage for wind
down activities;
Drafted, reviewed, and revised wind down step plan and
corresponded with Debtors and Debtors’ advisors regarding the
wind down step plan;
Reviewed and revised wind down agreement; and
Corresponded with Debtors’ advisors, counsel to various
creditors, the wind down officer, and other stakeholders
regarding the effective date and transition progress.
b. Corporate Governance / Securities (Task Code 010)
Fees: $50,329.00; Total Hours: 46.80
Prepared materials and presentations for Board meetings
regarding the chapter 11 cases;
Attended the Debtors’ Board meetings and prepared minutes
thereof;
Corresponded with the Board and its counsel to provide regular
updates and answer questions therefrom; and
Corresponded with the Board’s counsel regarding critical
updates and ongoing workstreams to, among other things, avoid
duplication of services.
c. General Case Strategy (incl. Team and Client Calls) (Task Code 017)
Fees: $73,327.50; Total Hours: 60.60
Communicated with the Debtors, members of the various Weil
teams, and other advisors regarding case strategy, pending and
upcoming matters, filings, key dates, and deadlines; and
Drafted, reviewed, and revised calendar and communications
identifying key workstreams and matters for the upcoming week
for KServicing management;
6
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 13 of 18
d. Hearing and Court Matters (Task Code 019)
Fees: $113,883.50; Total Hours: 79.60
Prepared for and attended: March 13, 2023 Plan confirmation
hearing; March 20, 2023 hearing on CB settlement payment
dispute; and reconvened hearing on CB settlement payment
dispute for Bankruptcy Court’s ruling.
e. Non-Bankruptcy Litigation (incl. CB Dispute) (Task Code 021)
Fees: $276,737.00; Total Hours: 196.60
Drafted, reviewed, revised, and finalized Debtors’ Reply in
Further Support of Motion of Debtors for Entry of an Order
Enforcing the Settlement Order and the Settlement Agreement
Between KServicing and Customers Bank [Docket No. 670];
Drafted, reviewed, revised, and finalized declarations and
exhibits in further support of Debtors’ Reply in Support of
Motion of Debtors for Entry of an Order Enforcing the Settlement
Order and the Settlement Agreement Between KServicing and
Customers Bank [Docket Nos. 671, 672];
Drafted, reviewed, revised, and finalized demonstrative
presentation for CB settlement payment dispute hearing;
Corresponded with the Debtors, the Debtors’ advisors, and
advisors for CB regarding CB settlement payment dispute;
Researched and analyzed issues related to CB settlement
payment dispute;
Reviewed and analyzed joint motion for Rule 2004 examination
of American Express Kabbage Inc. by CB and CRB and
supporting declaration [Docket Nos. 622, 623];
Drafted, reviewed, revised, and finalized Statement of Debtors in
Support of Joint Motion of Cross River Bank and Customers
Bank for an Order, Pursuant to Section 105(a) of the Bankruptcy
Code, Bankruptcy Rule 2004, and Local Bankruptcy Rule 2004-
1, Authorizing and Directing the Examination of American
Express Kabbage Inc. [Docket No. 694] and motion to seal;
Conducted witness preparation and prepared for March 20, 2023
hearing on CB and CRB’s joint Rule 2004 motion; and
7
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 14 of 18
Drafted, reviewed, revised, and finalized Order Enforcing the
Settlement Order and the Settlement Agreement Between
KServicing and Customers Bank [Docket No. 732].
f. Settlements (including 9019 matters) (Task Code 029)
Fees: $63,137.50; Total Hours: 53.10
Corresponded with the Debtors and the Debtors’ advisors,
creditors, and other stakeholders regarding settlement proposals
with various parties;
Drafted, reviewed, and revised settlement proposals and term
sheets for the U.S. Small Business Administration, the U.S.
Department of Justice (“DOJ”), and CRB;
Corresponded with the Debtors and the Debtors’ advisors,
creditors, and other stakeholders regarding DOJ Civil
Investigative Demand (“CID”);
Reviewed documents for privilege and drafted, reviewed, and
revised privilege log related to DOJ CID; and
Reviewed and revised 9019 motions and proposed orders related
to potential settlements with governmental entities.
g. Servicing Transfer (Task Code 035)
Fees: $276,244.00; Total Hours: 205.80
Drafted, reviewed, revised, and finalized Debtors’ Motion for
Entry of an Order (I) Authorizing and Approving the Loan
Transfer Agreement Between KServicing, Lendistry SBLC, LLC,
and the Federal Reserve Bank of San Francisco; (II) Authorizing
Debtors to Take All Actions to Facilitate Transfer of Certain
Servicing Rights and Obligations; and (III) Granting Related
Relief [Docket No. 721] and related documents, including the
loan transfer agreement;
Drafted, reviewed, revised, and finalized declaration in support
of motion for approval of loan transfer agreement [Docket No.
722];
Corresponded with Weil team, the Debtors, and various parties
regarding the loan servicing transition plan;
Reviewed and analyzed documents and correspondence related
to the transitioning of the Debtors’ loan servicing obligations;
8
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 15 of 18
Discussed and conferred with Weil team, the Debtors, CB, CRB,
the Reserve Bank, and AmEx regarding servicing documents in
AmEx’s control and/or possession;
Drafted, reviewed, and revised loan servicing transition plan,
statement of work, and updates for each alternative servicer; and
Prepared for and attended KServicing transition task force
working group meetings.
13. The foregoing professional services performed by Weil were necessary
and appropriate to the administration of these Chapter 11 Cases and were in the best interests of
the Debtors’ estates and their stakeholders. Compensation for the foregoing services as requested
is commensurate with the complexity, importance, and nature of the problems, issues, and tasks
involved. The professional services were performed skillfully and efficiently.
Actual and Necessary Disbursements
14. Weil requests allowance of actual and necessary expenses incurred during
the Fee Period in the aggregate amount of $16,126.83. Annexed hereto as Exhibit B is a list of
Weil’s itemized actual and necessary expenses. Weil’s disbursement policies pass through all out-
of-pocket expenses at actual cost or an estimated actual cost when the actual cost is difficult to
determine. For example, with respect to duplication charges, Weil charges $0.10 per black and
white page and $0.50 per color page because the actual cost is difficult to determine. Similarly, as
it relates to computerized research, Weil believes that it does not make a profit on that service as
a whole, although the cost of any particular search is difficult to ascertain. Other reimbursable
expenses (whether the service is performed by Weil in-house or through a third-party vendor)
include, but are not limited to, overtime meals, deliveries, travel, and local transportation.
Reservation of Rights
15. 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
9
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 16 of 18
this Fee Statement, or Weil 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, Weil reserves the right to request additional compensation for such services and
reimbursement of such expenses in a future fee statement.
Notice
16. Notice of this Fee Statement 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.
[Remainder of Page Intentionally Left Blank]
10
Case 22-10951-CTG Doc 813 Filed 05/10/23 Page 17 of 18
WHEREFORE Weil respectfully requests (a) interim allowance of compensation
for professional services rendered to the Debtors during the Fee Period in the amount of
$2,084,722.75 for actual and necessary costs, and for expenses incurred by Weil during the Fee
Period in the amount of $16,126.83; (b) that, in accordance with the Interim Compensation Order,
the Debtors pay Weil a total of $1,683,905.03 consisting of $1,667,778.20 (representing 80% of
the total amount of fees allowed) and $16,126.83 (representing 100% of the expenses allowed), if
no objections are timely filed and Weil 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 and reimbursement of actual and necessary
expenses incurred be without prejudice to Weil’s right to seek such further compensation for the
full value of services performed and expenses incurred; and (d) that the Court grant Weil such
other and further relief as is just.
Dated: May 10, 2023
New York, New York
/s/ Candace M. Arthur
WEIL, GOTSHAL & MANGES LLP
Ray C. Schrock, P.C. (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 813 Filed 05/10/23 Page 18 of 18
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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:
In re : Chapter 11
:
KABBAGE, INC. d/b/a KSERVICING, et al., : Case No. 22-10951 (CTG)
:
:
Debtors.1 : (Jointly Administered)
:
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DECLARATION OF CANDACE M. ARTHUR
I, Candace M. Arthur, hereby declare the following under penalty of perjury:
1. I am a member with the applicant firm, Weil, Gotshal & Manges LLP
(“Weil” or the “Firm”), and have been admitted to appear before this Court, by order dated
October 4, 2022 [Docket No. 29].
2. I have personally performed many of the legal services rendered by Weil as
counsel to the Debtors and am thoroughly familiar with the other work performed on behalf of the
Debtors by the lawyers, paraprofessionals, and other non-legal staff in the Firm.
3. I have reviewed the foregoing Fee Statement, and the facts set forth therein
are true and correct to the best of my knowledge, information and belief. Moreover, I have
reviewed Local Rule 2016-2 and submit that the Fee Statement complies with such rule.
Dated: May 10, 2023
New York, New York /s/ Candace M. Arthur
Candace M. Arthur
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.
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