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Home Court filings Kservicing Bankruptcy Second Interim Fee Application (AlixPartners) — In re KServicing

Court filing

Second Interim Fee Application (AlixPartners) — In re KServicing

Summary

The second interim fee application of AlixPartners, LLP, financial advisor to the Chapter 11 debtors, in In re Kabbage, Inc. d/b/a KServicing, Case No. 22-10951 (CTG), filed May 15, 2023 as Doc 820 in the U.S. Bankruptcy Court for the District of Delaware. The application seeks allowance of $1,558,099.50 in compensation and $11,502.16 in expenses for the period from January 1, 2023 through March 31, 2023, and payment of $759,130.64 stated to remain outstanding. Summary tables report 1,978.9 hours at an average billing rate of $787.36, with fees broken out by professional and by matter category. It is brought under sections 330 and 331 of the Bankruptcy Code and Rule 2016 of the Federal Rules of Bankruptcy Procedure, and lists a hearing date of June 22, 2023 and an objection deadline of June 5, 2023. The document is 15 pages and states that a certification is attached as Exhibit A.

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. 820 · Docket on CourtListener

Full text

                 Case 22-10951-CTG              Doc 820       Filed 05/15/23        Page 1 of 15




                              UNITED STATES BANKRUPTCY COURT
                               FOR THE DISTRICT OF DELAWARE


In re:                                                         Chapter 11

KABBAGE, INC. d/b/a KSERVICING, et al., 1                      Case No. 22-10951 (CTG)

                             Debtors.                          (Jointly Administered)

                                                               Hearing Date: June 22, 2023 at 10:00 a.m. (ET)
                                                               Objection Deadline: June 5, 2023 at 4:00 p.m. (ET)

              SECOND INTERIM 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 MARCH 31, 2023

Name of Applicant:                                            ALIXPARTNERS, LLP
Authorized to provide professional services to:               The Chapter 11 Debtors
                                                              October 21, 2022 effective as of October 3, 2022
Date of Retention:                                            [Docket No. 135]
Period for which compensation and                               Beginning of Period              End of Period
reimbursement is sought:                                          January 1, 2023               March 31, 2023
         Summary of Total Fees and Expenses Requested During the Second Interim Period
Amount of compensation sought as actual,
                                                              $1,558,099.50
reasonable and necessary:
Amount of expense reimbursement sought as
                                                              $11,502.16
actual, reasonable and necessary:
Blended Hourly Rate:                                          $759.71


 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.



                                                          1
                Case 22-10951-CTG     Doc 820      Filed 05/15/23   Page 2 of 15




                    Summary of Prior Payments and Outstanding Amounts
                    Due to AlixPartners During the Second Interim Period:
Total allowed fees paid to AlixPartners during
                                                   $804,782.80
the Second Interim Period:
Total allowed expenses paid to AlixPartners
                                                   $5,688.22
during the Second Interim Period:
Total amount of fees and expenses due and
owing to AlixPartners during the Second            $759,130.64
Interim Period:
The total time expended for fee application preparation is 61.6 hours and the
corresponding compensation requested is $36,688.00.
This is a(n):      Monthly Application    X Interim Application ___ Final Application




                                               2
                       Case 22-10951-CTG                         Doc 820             Filed 05/15/23                    Page 3 of 15




                                                              ALIXPARTNERS, LLP

                                    SUMMARY OF MONTHLY FEE APPLICATIONS
                                      DURING THE SECOND INTERIM PERIOD

    Date Filed;                                    Requested                                    Paid                   Certificate of          Amount
                        Period
    Docket No.                              Fees          Expenses                   Fees                  Expenses    No Objection           Outstanding
     03/03/2023    01/1/2023 -                                                                                           03/24/2023
                                      $    536,741.00     $       1,143.16      $     429,392.80       $      1,143.16                       $      107,348.20
    Docket #601    01/31/2023                                                                                           Docket #725
     03/29/2023    02/1/2023 -                                                                                           04/19/2023
                                           469,237.50             4,545.06            375,390.00              4,545.06                                93,847.50
    Docket #736    02/28/2023                                                                                           Docket #772
    05/08/20231 03/01/2023 -
                                           552,121.00             5,813.94                      -                  -                                557,934.94
    Docket #809    03/31/2023
              Total                   $ 1,558,099.50      $ 11,502.16           $    804,782.80        $     5,688.22                        $     759,130.64




                                    SUMMARY OF INTERIM FEE APPLICATIONS

    Date Filed;      Period               Requested             Date Order Filed;              Awarded                          Paid                 Amount
    Docket No.       Covered          Fees        Expenses         Docket No.           Fees          Expenses           Fees          Expenses     Outstanding
     02/14/2023      10/03/2022 -                                  03/31/2023
                                  $ 1,955,331.75 $ 10,120.46                        $ 1,955,331.75 $ 10,120.46 $        1,955,331.75 $ 10,120.46    $             -
    Docket #532       12/31/2022                                  Docket #747
     05/15/2023      01/01/2023 -
                                      1,558,099.50  11,502.16                                                  -         804,782.80      5,688.22 $     759,130.64
    Docket #N/A       03/31/2023
               Total              $ 3,513,431.25 $ 21,622.62                        $ 1,955,331.75 $ 10,120.46 $ 2,760,114.55 $ 15,808.68 $ 759,130.64




______________________

1
    Pending Objection Deadline of May 30, 2023 at 4:00 p.m. (prevailing Eastern Time) for the Sixth 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 March 1, 2023 through
March 31, 2023 [Docket No. 809].



                                                                                3
               Case 22-10951-CTG              Doc 820        Filed 05/15/23        Page 4 of 15




                                          ALIXPARTNERS, LLP

                   SUMMARY OF HOURS AND FEES BY PROFESSIONAL
                        DURING THE SECOND INTERIM PERIOD


                                                                             1
          Professional                          Title                 Rate        Hours              Fees

Eric Koza                          Partner & Managing Director       $1,400             0.5    $            700.00
Deborah Rieger-Paganis             Partner & Managing Director       $1,220          123.5             150,670.00
James Horgan                       Partner                           $1,115             1.0              1,115.00
James Nelson                       Director                          $1,020          419.2             427,584.00
Thora B Thoroddsen                 Director                           $950           279.3             265,335.00
Elizabeth S Kardos                 Director                           $800              0.5                 400.00
John M Katsigeorgis                Senior Vice President              $860           196.4             168,904.00
Laura Capen Verry                  Senior Vice President              $540              6.2              3,348.00
Kaitlyn A Sundt                    Senior Vice President              $585              0.4                 234.00
Heather E Saydah                   Senior Vice President              $550              1.0                 550.00
Anthony Perrella                   Vice President                     $605           382.9             231,654.50
Nicholas LoBiondo                  Vice President                     $605           531.4             321,497.00
Lisa Marie Bonito                  Vice President                     $500            36.6              18,300.00
                 Total Hours and Fees for Professionals                            1,978.9     $     1,590,291.50
                           Less: 50% Travel Fees                                                      (32,192.00)
                       Total Fees for Professionals                                            $     1,558,099.50


                                                    Average Billing Rate                       $            787.36




____________________
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.

                                                         4
       Case 22-10951-CTG            Doc 820        Filed 05/15/23   Page 5 of 15




                               ALIXPARTNERS, LLP

       SUMMARY OF HOURS AND FEES BY MATTER CATEGORY
              DURING THE SECOND INTERIM PERIOD


Code                        Matter Category                         Hours              Fees

1.1      Chapter 11 Process / Case Management                           181.8 $         161,814.00
1.3      Cash / Liquidity Matters                                       463.4           342,007.00
1.5      U.S. Trustee / Court Reporting Requirements                    446.7           311,968.50
1.6      CFO Support                                                         9.4          8,924.00
1.9      Plan & Disclosure Statement                                    230.7           187,539.00
1.10     Transaction Support                                            155.1           140,185.50
1.12     Testimony                                                          11.1         13,542.00
1.13     Vendor Management                                                  42.9         34,027.50
1.14     Executory Contracts                                                63.3         54,177.50
1.15     Claims Process / Avoidance Actions                             112.7            97,515.00
1.16     Adversary Proceedings & Contested Matters                           7.6          8,072.00
1.17     Preparation & Attend Court Hearing                                 58.4         62,051.00
1.20     Fee Applications & Fee Applications                                61.6         36,688.00
1.21     Loan Transfer Activities                                           71.5         67,396.50
1.31     Travel Time                                                        62.7         32,192.00
               Total Hours and Fees By Matter Category                1,978.9      $   1,558,099.50


                                                           Average Billing Rate $             787.36




                                               5
    Case 22-10951-CTG         Doc 820     Filed 05/15/23   Page 6 of 15




                           ALIXPARTNERS, LLP

                    SUMMARY OF EXPENSES
              DURING THE SECOND INTERIM PERIOD


                   Expense Category                         Amount
Airfare                                               $            3,647.39
Ground Transportation                                              2,260.74
Lodging                                                            4,356.51
Meals                                                              1,016.27
Phone & Internet                                                     149.85
Postage & Carrier                                                     71.40
                    Total Expenses                    $           11,502.16




                                      6
                  Case 22-10951-CTG               Doc 820         Filed 05/15/23       Page 7 of 15




                                 UNITED STATES BANKRUPTCY COURT
                                  FOR THE DISTRICT OF DELAWARE


In re:                                                            Chapter 11

KABBAGE, INC. d/b/a KSERVICING, et. al.., 1                       Case No. 22-10951 (CTG)

                              Debtors.                            (Jointly Administered)

                                                                  Hearing Date: June 22, 2023 at 10:00 a.m. (ET)
                                                                  Objection Deadline: June 5, 2023 at 4:00 p.m. (ET)


              SECOND INTERIM 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 MARCH 31, 2023


          AlixPartners, LLP (“AlixPartners”), as financial advisor to the above-captioned debtors ( the

 “Debtors”), hereby submits its second interim 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 March 31, 2023 (the “Second Interim Period”).

 AlixPartners respectfully states as follows:

                                               Jurisdiction and Venue

           1.      The United States Bankruptcy Court for the Delaware (the “Court”) has jurisdiction

 over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28



 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.

                                                              1
              Case 22-10951-CTG         Doc 820          Filed 05/15/23   Page 8 of 15




U.S.C. § 157(b)(2).

        2.     Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

                                           Basis for Relief

        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 Bankruptcy Rules 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 4, 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”).

                                                     2
               Case 22-10951-CTG        Doc 820       Filed 05/15/23    Page 9 of 15




        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.

                    Monthly Fee Applications During the Second Interim Period

        12.     AlixPartners filed and served three (3) monthly fee applications (the “Monthly Fee

Applications”) during the Second Interim Period pursuant to the Interim Compensation Order. The

Monthly Fee Applications contain detailed descriptions of the services rendered in the amount of




                                                  3
                   Case 22-10951-CTG                  Doc 820         Filed 05/15/23           Page 10 of 15




$1,558,099.50 2 and out-of-pocket expenses incurred in the amount of $11,502.16 and are noted

below: 3

    Date Filed;                             Requested                          Paid                   Certificate of    Amount
                     Period
    Docket No.                       Fees          Expenses            Fees               Expenses    No Objection     Outstanding
     03/03/2023    01/1/2023 -                                                                          03/24/2023
                                 $   536,741.00   $    1,143.16   $     429,392.80    $      1,143.16                  $    107,348.20
    Docket #601    01/31/2023                                                                          Docket #725
     03/29/2023    02/1/2023 -                                                                          04/19/2023
                                     469,237.50        4,545.06         375,390.00           4,545.06                        93,847.50
    Docket #736    02/28/2023                                                                          Docket #772
     05/08/2023   03/01/2023 -
                                     552,121.00        5,813.94               -                  -                          557,934.94
    Docket #809    03/31/2023
              Total              $ 1,558,099.50   $ 11,502.16     $    804,782.80     $     5,688.22                   $   759,130.64


           13.       Detailed descriptions of the services performed by each professional, organized by

matter category and by date, the aggregate hours of services provided (in tenths of an hour), and a

detailed list of the out-of-pocket expenses incurred during the Second Interim Period are attached to

the Monthly Fee Applications.

           14.       AlixPartners received payments from the Debtors in the amount of $804,782.80 for

services rendered and $5,688.22 for out-of-pocket expenses incurred during the Second Interim

Period. The total amount of $759,130.64 remains outstanding as of the filing of this Application.

                     Summary of Services Rendered During the Second Interim Period

           15.       During the Second Interim Period, AlixPartners advised the Debtors on and assisted

the Debtors with (i) liquidity forecasting, cash management, and cash collateral compliance/reporting;

(ii) communications and/or negotiations with stakeholders and their representatives; (iii) coordination

of legacy loan transition and asset sale process; (iv) preparation of Monthly Operating Reports and



2
   This amount includes the 20% holdback of fees reflected in the Monthly Fee Applications, including $107,348.20 for
the Fourth Monthly Fee Application, $93,847.50 for the Fifth Monthly Fee Application, $110,424.20 for the Sixth Monthly
Fee Application, for a total holdback of $311,619.90 (the “Holdback”).
3
   Pending Objection Deadline of May 30, 2023 at 4:00 p.m. (prevailing Eastern Time) for the Sixth 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 March 1, 2023 through March 31, 2023
[Docket No. 809].

                                                                  4
                Case 22-10951-CTG          Doc 820       Filed 05/15/23   Page 11 of 15




other regular reports required by the Court; (v) refinement of the winddown budget scenarios for the

amended plan of liquidation; (vi) review of monthly financial statements; (vii) reconciliation of PPP

loan data in preparation for transfer; (viii) coordination of and responses to extensive diligence

requests from creditors and other interested parties; (ix) refinement of the servicing cost-per-loan

analysis; (x) court testimony in support of plan confirmation (xi) identification and review of

executory contracts; (xii) claims management; and (xiii) attendance at Board meetings to present

analysis and coordinate on case priorities.

                Summary of Services by Category During the Second Interim Period

          16.   AlixPartners classified the services performed into separate categories. The descriptions

below summarize the services provided by AlixPartners to the Debtors during the Second Interim

Period.

          Matter Code 1.1: Chapter 11 Process/Case Management
          181.8 hours - $161,814.00
          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
          463.4 hours - $342,007.00
          This category includes: (i) maintaining a rolling weekly cash forecasting model; (ii)
          preparing daily cash balance reporting; (iii) analyzing actual weekly cash receipts and
          disbursements; (iv) negotiating required reporting format and content for the cash collateral
          order; (v) reconciling loan-related receipts to determine Debtors’ portion; (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.




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      Case 22-10951-CTG           Doc 820         Filed 05/15/23    Page 12 of 15




Matter Code 1.5: U.S. Trustee/Court Reporting Requirements
446.7 hours - $311,968.50
This category includes: (i) preparing the monthly operating reports; (ii) holding working
sessions with management and other advisors to remain aligned on the bankruptcy process
workstreams and verify that resources are properly allocated to meet deadlines; (iii) reviewing
bankruptcy court filings and coordinating 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
9.4 hours - $8,924.00
This category includes reviewing monthly financial statements and preparing updates to
the professional fees forecast.

Matter Code 1.9: Plan & Disclosure Statement
230.7 hours - $187,539.00
This category includes: (i) analyzing the value waterfall to various creditor classes under the
plan of reorganization (the “Plan”); (ii) revising the cost-per-loan analysis; and (iii) providing
edits to the amended Plan, disclosure statement and Plan supplement based on stakeholder
comments.

Matter Code 1.10: Transaction Support
155.1 hours - $140,185.50
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 1.12: Testimony
11.1 hours - $13,542.00
This category includes assisting the Debtors with testimony.

Matter Code 1.13: Vendor Management
42.9 hours - $34,027.50
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.

Matter Code 1.14: Executory Contracts
63.3 hours - $54,177.50
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.




                                              6
             Case 22-10951-CTG         Doc 820        Filed 05/15/23   Page 13 of 15




       Matter Code 1.15: Claims Process/Avoidance Actions
       112.7 hours - $97,515.00
       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
       7.6 hours - $8,072.00
       This category includes preparing reports and analyses and attending meetings related to
       adversary proceedings and other contested matters.

       Matter Code 1.17: Preparation & Attend Court Hearing
       58.4 hours - $62,051.00
       This category includes preparing for and attending Court hearings in person, by video
       conference, or telephonically.

       Matter Code 1.20: Fee Statements & Fee Applications
       61.6 hours - $36,688.00
       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
       71.5 hours - $67,396.50
       This category includes: (i) holding working sessions with management and other advisors
       to coordinate on multiple loan transfer projects; and (ii) assisting with responses to due
       diligence requests from loan servicing partners.

       Matter Code 1:31: Travel Time
       62.7 hours - $32,192.00
       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 professional 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 Second Interim Period.

       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

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              Case 22-10951-CTG          Doc 820        Filed 05/15/23      Page 14 of 15




thereof as to compensation in connection with these Chapter 11 Cases other than in accordance with

the provisions of the Bankruptcy Code.

                                             Certification

       19.    The Certification of Deborah Rieger-Paganis is attached hereto as Exhibit A 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 the 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.]




                                                    8
             Case 22-10951-CTG         Doc 820        Filed 05/15/23   Page 15 of 15




                                            Conclusion

       WHEREFORE, AlixPartners, as financial advisor to the Debtors, respectfully requests that

the Court enter an order providing: (i) an interim allowance to AlixPartners in the amount of

$1,558,099.50 (including the Holdback in the amount of $311,619.90) as compensation for

professional services rendered and reimbursement of out-of-pocket expenses incurred in the amount

of $11,502.16 for the Second Interim Period; (ii) that the Debtors are authorized and directed to pay

AlixPartners the remaining outstanding balance of $759,130.64; and (iii) such other and further relief

as this Court deems proper.

Dated: May 15, 2023                          ALIXPARTNERS, LLP
                                             909 Third Avenue, 28th Floor
                                             New York, New York 10022


                                             /s/ Deborah Rieger-Paganis
                                             By: Deborah Rieger-Paganis
                                                  Partner & Managing Director




                                                  9


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