Exhibit D, Jones Day Disclosure of Compensation — In re KServicing (Dkt. 108-5)
- Date
- 2022-10-14
Summary
Doc 108-5, 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 D, Jones Day Disclosure of Compensation. A Jones Day partner certifies the disclosure under section 329(a) of the Bankruptcy Code and Bankruptcy Rule 2016(b) in connection with the debtors' application to retain Jones Day as special counsel under section 327(e). It reports advance payments of $100,000.00 on September 29, 2022 and $75,000.00 on October 3, 2022, a Fee Advance balance of $108,907.06 after application to estimated prepetition fees, and a request to hold the balance as an evergreen retainer. Schedule 1 lists invoice payments received and total fee advance payments of $175,000.00.
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Case 22-10951-CTG Doc 108-5 Filed 10/14/22 Page 1 of 6
Exhibit D
Jones Day Disclosure of Compensation
Case 22-10951-CTG Doc 108-5 Filed 10/14/22 Page 2 of 6
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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DISCLOSURE OF COMPENSATION OF JONES DAY
Pursuant to section 329(a) of title 11 of the United States Code (the “Bankruptcy
Code”), Rule 2016(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),
and Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware (the “Local Rules”), I, Andrew E. Lelling, hereby
certify as follows:
40. I am a partner with the law firm of Jones Day and am duly authorized to
make this Disclosure of Compensation on behalf of Jones Day in connection with the application
(the “Application”) of the above-captioned debtors and debtors in possession pursuant to section
327(e) of title 11 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, Local Rules 2014-
1 and 2016-1, and consistent with the U.S. Trustee Guidelines, requesting entry of an
order (i) authorizing the Debtors to employ and retain Jones Day as special counsel to the Debtors
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 108-5 Filed 10/14/22 Page 3 of 6
effective as of the Petition Date and (ii) granting certain related relief.2 The facts set forth in this
Disclosure of Compensation are personally known to me and, if called as a witness, I could and
would competently testify thereto.
41. An accounting of prepetition payments made to Jones Day by the Debtors
in the one-year period preceding the Petition Date is attached hereto as Schedule 1.
42. In addition, prior to the Petition Date, the Debtors provided Jones Day with
the following advance payments for professional services and expenses to be provided to the
Debtors (together, the “Fee Advance”): (a) a payment of $100,000.00 on September 29, 2022;
and (b) a payment of $75,000.00 on October 3, 2022.
43. Subsequent thereto, Jones Day applied the Fee Advance to outstanding
estimated fees and expenses for the period through the Petition Date (the “Estimated Amount”).
After application of the Estimated Amount, the Fee Advance balance was $108,907.06.
44. Jones Day expects to: (a) complete its reconciliation of prepetition fees and
expenses actually incurred for the period prior to the Petition Date no later than the filing of its
first interim fee application in these Chapter 11 Cases; (b) make a corresponding adjustment to the
amount of the Fee Advance on or about that date; and (c) disclose such adjustment in its first
interim fee application. If Jones Day’s unbilled actual fees and expenses for the period prior to
the Petition Date are less than the Estimated Amount, the balance will be added to the Fee
Advance. Jones Day requests that it be permitted to hold any amounts comprising the Fee Advance
(following the reconciliation described above) as an evergreen retainer to be held by Jones Day as
security throughout the Debtors’ Chapter 11 Cases until Jones Day’s fees and expenses are
awarded and payable to Jones Day on a final basis. Jones Day will not apply any portion of the
2
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Application.
2
Case 22-10951-CTG Doc 108-5 Filed 10/14/22 Page 4 of 6
Fee Advance to fees and expenses incurred from and after the Petition Date unless and until
authorized to do so by a further order of this Court.
45. To the best of my knowledge, information, and belief, insofar as I have been
able to ascertain after reasonable inquiry, neither I nor Jones Day, nor any partner or associate
thereof, has received or been promised any compensation for legal services rendered or to be
rendered in any capacity in connection with these Chapter 11 Cases, other than as permitted by the
Bankruptcy Code. Jones Day has not agreed to share compensation received in connection with
these cases with any other person, except as permitted by section 504(b) of the Bankruptcy Code
and Bankruptcy Rule 2016(b) in respect of the sharing of compensation among Jones Day’s
partners.
3
Case 22-10951-CTG Doc 108-5 Filed 10/14/22 Page 5 of 6
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing
is true and correct to the best of my knowledge and belief.
Dated: October 14, 2022 /s/ Andrew E. Lelling
Atlanta, Georgia Andrew E. Lelling (MA 631859)
JONES DAY
100 High Street
21st Floor
Boston, Massachusetts 02110-1781
Telephone: (617) 960-3939
Facsimile: (617) 449-6999
Case 22-10951-CTG Doc 108-5 Filed 10/14/22 Page 6 of 6
Schedule 1
Accounting Summary of Payments
PAYMENTS RECEIVED FOR SERVICES PROVIDED TO THE DEBTOR
DATE INVOICE AMOUNT TRANSACTION PAYMENTS RECEIVED
May 24, 2022 $259,800.00 Payment of Invoices $259,800.00
July 25, 2022 $418,334.80 Payment of Invoices $418,334.80
September 19, 2022 $764.654.17 Payment of Invoices $764,654.17
September 29, 2022 $330,553.94 Payment of Invoices $330,553.94
October 3, 2022 $354,092.50 Payment of Invoices $354,092.50
FEE ADVANCE PAYMENTS RECEIVED FROM THE DEBTOR
DATE INVOICE AMOUNT TRANSACTION PAYMENTS RECEIVED
September 29, 2022 $100,000.00 Fee Advance $100,000.00
October 3, 2022 $75,000.00 Fee Advance $75,000.00
TOTAL FEE ADVANCE PAYMENTS RECEIVED FROM THE DEBTOR: $175,000.00
ESTIMATED FEE ADVANCE BALANCE
BALANCE OF THE FEE ADVANCE AS OF THE PETITION DATE: $108,907.06
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