Court filing
Exhibit 2 — In re KServicing Wind Down Corp., et al. (f/k/a Kabbage, Inc. d/b/a KServicing) (Dkt. 130.2)
Summary
Exhibit 2 to a filing 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, filed October 20, 2022 as Doc 130-2. It is a six-page redline of a proposed order authorizing the debtors to retain and employ Weil, Gotshal & Manges LLP as their attorneys effective as of the petition date, under sections 327(a) and 328(a) of the Bankruptcy Code. The proposed order lists the legal services Weil is authorized to render and provides for compensation through interim and final fee applications under sections 330 and 331. Added terms address application of the Fee Advance as an evergreen retainer, notice of hourly rate increases, no reimbursement for office supplies, and pass-through of costs for independent contractors.
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No. 22-10951 · Doc. 130-2 · Docket on CourtListener
Full text
Case 22-10951-CTG Doc 130-2 Filed 10/20/22 Page 1 of 6
Exhibit 2
Redline
RLF1 28103013v.2
Case 22-10951-CTG Doc 130-2 Filed 10/20/22 Page 2 of 6
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
ORDER AUTHORIZING RETENTION AND
EMPLOYMENT OF WEIL, GOTSHAL & MANGES LLP AS
ATTORNEYS FOR DEBTORS EFFECTIVE AS OF PETITION DATE
Upon the application, dated October 3, 2022 (the “Application”),2 of Kabbage,
Inc. d/b/a KServicing et. al. and its debtor affiliates, as debtors and debtors in possession in the
above-captioned Chapter 11 Cases (collectively, the “Debtors”), for entry of an order pursuant to
sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local
Rules 2014-1 and 2016-1 authorizing the Debtors to retain and employ Weil, Gotshal & Manges
LLP (“Weil”) as attorneys for the Debtors, effective as of the Petition Date, all as more fully set
forth in the Application; and upon the consideration of the Schrock Declaration and the Loiseau
Declaration; and the Court being satisfied, based on the representations made in the Application
and the Schrock Declaration, that Weil is “disinterested” as such term is defined in section
101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and as
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.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Application.
WEIL:\98851960\1\55894.0003WEIL:\98851960\2\55894.0003
Case 22-10951-CTG Doc 130-2 Filed 10/20/22 Page 3 of 6
required under section 327(a) of the Bankruptcy Code, and that Weil represents no interest
adverse to the Debtors’ estates with respect to the matters upon which it is to be engaged; and the
Court having jurisdiction to consider the Application and the relief requested therein pursuant to
28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference entered by the United
States District Court for the District of Delaware, dated February 29, 2012; and consideration of
the Application and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b);
and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and
proper notice of the Application having been provided; and such notice having been adequate
and appropriate under the circumstances, and it appearing that no other or further notice need be
provided; and this Court having reviewed the Application; and upon any hearing held on the
Application; and all objections, if any, to the Application having been withdrawn, resolved, or
overruled; and this Court having determined that the legal and factual bases set forth in the
Application establish just cause for the relief granted herein; and it appearing that the relief
requested in the Application is in the best interests of the Debtors, their estates, creditors, and all
parties in interest; and upon all of the proceedings had before this Court and after due
deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT
1. The Application is granted as set forth herein.
2. The Debtors are authorized, but not directed, pursuant to section 327(a) of
the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1, to
employ and retain Weil as their attorneys on the terms and conditions set forth in the Application
and the Schrock Declaration, effective as of the Petition Date.
3. Weil is authorized to render the following professional services:
2
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Case 22-10951-CTG Doc 130-2 Filed 10/20/22 Page 4 of 6
a take all necessary actions to protect and preserve the Debtors’ estates,
including the prosecution of actions on the Debtors’ behalves, the defense
of any actions commenced against the Debtors, the negotiation of disputes
in which the Debtors are involved and the preparation of objections to
claims filed against the Debtors’ estates;
b prepare on behalf of the Debtors, as debtors in possession, all necessary
motions, applications, answers, orders, reports and other papers in
connection with the administration of the Debtors’ estates;
c take all necessary actions in connection with any chapter 11 plan and
related disclosure statement and all related documents, and such further
actions as may be required in connection with the administration of the
Debtors’ estates;
d take all necessary actions to protect and preserve the value of the Debtors’
estates and all related matters; and
e perform all other necessary legal services in connection with the
prosecution of these Chapter 11 Cases; provided, however, that, to the
extent Weil determines that such services fall outside of the scope of
services historically or generally performed by Weil as lead Debtors’
counsel in a bankruptcy case, Weil will file a supplemental declaration.
4. Weil shall be compensated in accordance with, and shall file interim and
final fee applications for allowance of its compensation and expenses pursuant to, sections 330
and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, the Local
Rules, and any other applicable procedures and orders of the Court. Weil shall make reasonable
efforts to comply with the U.S. Trustee’s requests for information and additional disclosures set
forth in the Fee Guidelines.
5. Weil shall be reimbursed for reasonable and necessary expenses as
provided by the Fee Guidelines.
6. Weil shall use its best efforts to avoid any duplication of services provided
by any of the Debtors’ other retained professionals in these Chapter 11 Cases.
3
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Case 22-10951-CTG Doc 130-2 Filed 10/20/22 Page 5 of 6
7. Weil shall first apply the Fee Advance in satisfaction of its prepetition
invoice, and any balance of the Fee Advance shall be treated as an evergreen retainer and shall
be held by Weil as security throughout the Debtors’ Chapter 11 Cases untiland shall be applied
to Weil’s fees and expenses areas may be awarded and payable to Weil on a final basis.
8. Weil shall provide reasonable notice to the Debtors, the U.S. Trustee, and
any statutory committee appointed in these Chapter 11 Cases in connection with any increase of
the hourly rates listed in the Schrock Declaration.
9. Notwithstanding anything to the contrary in the Application, any order
entered in connection therewith, or any agreement entered into in connection with the Debtors’
retention of Weil, Weil shall not seek reimbursement of expenses for office supplies.
10. Notwithstanding anything in the Application to the contrary, Weil shall (i)
to the extent that Weil uses the services of independent contractors or subcontractors
(collectively, the “Contractors”) in these cases, pass through the cost of such Contractors at the
same rate that Weil pays the Contractors; (ii) seek reimbursement for actual costs only; (iii)
ensure that the Contractors are subject to the same conflicts checks as required for Weil; and (iv)
file with this Court such disclosures required by Bankruptcy Rule 2014.
11. 9. Notwithstanding the applicability of Bankruptcy Rules 6004(h), 7062,
or 9014, the terms and conditions of this Order shall be immediately effective and enforceable
upon its entry.
12. 10. To the extent there is any inconsistency between this Order and the
Application, the provisions of this Order shall govern.
13. 11. The Debtors are authorized to take all actions necessary or appropriate
to effectuate the relief granted in this Order.
4
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Case 22-10951-CTG Doc 130-2 Filed 10/20/22 Page 6 of 6
14. 12. This Court shall retain jurisdiction to hear and determine all matters
arising from or related to the implementation, interpretation, or enforcement of this Order.
5
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