In re Kabbage, Inc. d/b/a KServicing — Proposed Order Retaining Jones Day as Special Counsel
- Date
- 2022-10-14
Summary
Doc 108-2, filed October 14, 2022 in In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), jointly administered Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware, marked Exhibit A, Proposed Order. The proposed order would authorize the debtors to employ and retain Jones Day as special counsel effective as of the Petition Date under section 327(e) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Rule 2014-1. Its numbered paragraphs provide that Jones Day be compensated under the applicable rules, not seek reimbursement for office supplies, reconcile prepetition fees and adjust the Fee Advance in its first interim fee application, give notice of annual rate increases, and avoid duplicating other professionals' services. It states that the order governs over any inconsistency with the Engagement Letter.
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Case 22-10951-CTG Doc 108-2 Filed 10/14/22 Page 1 of 4
Exhibit A
Proposed Order
Case 22-10951-CTG Doc 108-2 Filed 10/14/22 Page 2 of 4
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 DEBTORS
TO EMPLOY AND RETAIN JONES DAY AS
SPECIAL COUNSEL TO THE DEBTORS EFFECTIVE AS OF THE PETITION DATE
Upon the application (the “Application”)2 of Kabbage, Inc. d/b/a KServicing and
its debtor affiliates, as debtors and debtors in possession in the Chapter 11 Cases (collectively,
the “Debtors”), for entry of an order (i) authorizing the Debtors to employ and retain Jones Day
as special counsel to the Debtors effective as of the Petition Date, and (ii) granting certain related
relief, all as more fully set forth in the Application; and upon consideration of the Debtors’
Declaration, the Lelling Declaration, and the Disclosure of Compensation; and the Court having
jurisdiction over 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 as of
February 29, 2012; and this matter being a core proceeding pursuant to 28 U.S.C. § 157(b); and
due and proper notice of the Application having been provided; and such notice having been
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 have the meanings ascribed to them in the Application.
Case 22-10951-CTG Doc 108-2 Filed 10/14/22 Page 3 of 4
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 this Court having held a
hearing on the Application (the “Hearing”); and this Court being satisfied based on the
representations made in the Application and in the Debtors’ Declaration, the Lelling Declaration,
and the Disclosure of Compensation that Jones Day does not hold or represent an interest adverse
to the Debtors’ estates with respect to the matters for which Jones Day is to be retained as required
by section 327(e) of the Bankruptcy Code; 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 after
due deliberation and sufficient cause appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Application is approved as set forth herein.
2. The Debtors are authorized to employ and retain Jones Day as their special
counsel in these Chapter 11 Cases, in accordance with section 327(e) of the Bankruptcy Code,
Bankruptcy Rule 2014(a) and Local Rule 2014-1 on the terms and conditions set forth in the
Application and the Engagement Letter, effective as of the Petition Date.
3. Jones Day is authorized to render the professional services set forth in the
Application, the Lelling Declaration, and the Engagement Letter, as of the Petition Date.
4. Jones Day shall be compensated for its services and reimbursed for any
related expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Rules and any other applicable orders or procedures of the Court.
5. 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 Jones Day, Jones Day shall not seek reimbursement of expenses for office supplies.
2
Case 22-10951-CTG Doc 108-2 Filed 10/14/22 Page 4 of 4
6. Jones Day shall: (a) complete its reconciliation of prepetition fees and
expenses actually incurred on behalf of the Debtors for the period prior to the Petition Date no
later than the filing of its first interim fee application in the Chapter 11 Cases; (b) make a
corresponding adjustment to the amount of the Fee Advance on or about that date, as described in
the Application and the exhibits thereto; and (c) disclose such adjustment in its first interim fee
application. Subject to the foregoing adjustment, Jones Day is authorized to hold any remaining
amount of the Fee Advance following such reconciliation throughout these Chapter 11 Cases and
such amount shall be applied to Jones Day’s fees and expenses as may be awarded by final order
of this Court and payable to Jones Day on a final basis.
7. Jones Day shall provide reasonable notice to the Debtors, the Court, the U.S.
Trustee and any statutory committee appointed in these Chapter 11 Cases of any annual increases
in the rates set forth in the Application.
8. Jones Day shall use its reasonable efforts to avoid any duplication of
services provided by any of the Debtors’ other retained professionals in these Chapter 11 Cases.
9. The Debtors are authorized to take all actions necessary to effectuate the
relief granted in this Order in accordance with the Application.
10. This Order shall be immediately effective and enforceable upon its entry.
11. To the extent that this Order is inconsistent with the Engagement Letter, the
terms of this Order shall govern.
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.
3
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