Declaration of Andrew E. Lelling — In re Kabbage, Inc. d/b/a KServicing (Bankr. D. Del.)
- Date
- 2022-10-14
Summary
Doc 108-4, filed October 14, 2022 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, is Exhibit C: the declaration of Andrew E. Lelling, a partner of Jones Day. It supports the debtors' application under section 327(e) of the Bankruptcy Code to employ Jones Day as special counsel effective as of the petition date. The declaration states that Jones Day has represented the debtors since March 2022 in federal investigations of their paycheck protection program loan practices, and lists hourly rate ranges of $1075-$1300 for partners and $475-$950 for associates. It discloses Jones Day's connections to interested parties in unrelated matters, and Schedule 2 sets out those relationships party by party. The document is 35 pages.
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Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 1 of 35
Exhibit C
Lelling Declaration
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 2 of 35
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
DECLARATION OF ANDREW E. LELLING IN SUPPORT OF
DEBTORS’ APPLICATION TO EMPLOY AND RETAIN JONES DAY AS
SPECIAL COUNSEL TO THE DEBTORS EFFECTIVE AS OF THE PETITION DATE
Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure
(the “Bankruptcy Rules”), Rule 2014-1(a) of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”),
and in accordance with 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,
issued by the Executive Office of the United States Trustee (the “U.S. Trustee Guidelines”), I,
Andrew E. Lelling, declare:
21. I am an attorney at law admitted and in good standing to practice in the State
of Massachusetts and before the United States District Courts for the District of Massachusetts,
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 108-4 Filed 10/14/22 Page 3 of 35
the Southern and Eastern Districts of New York, and the Eastern District of Virginia and before
the United States Courts of Appeals for the First, Second, and Fourth Circuits.
22. I am a partner of the law firm of Jones Day and am duly authorized to make
this declaration (the “Declaration”) on behalf of Jones Day. I make this Declaration in support of
the application (the “Application”) of the above-captioned debtors and debtors in possession
pursuant to section 327(e) of title 11 of the United States Code (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 effective as of the Petition Date and (ii) granting
certain related relief.2 The facts set forth in this Declaration are personally known to me and, if
called as a witness, I could and would competently testify thereto.
Jones Day’s Qualifications
23. Jones Day is well qualified to serve as the Debtors’ special counsel in these
Chapter 11 Cases. Jones Day is one of the largest law firms in the world, with a national and
international practice, and has substantial experience serving as defense and investigative counsel.
Its investigation-and-white-collar-defense practice group consists of more than 160 attorneys who
handle complex, high-stakes, large-scale, and multi-jurisdictional investigation matters for clients
in various industries. Many of these lawyers previously have served in senior legal and
enforcement government positions, leading prosecution teams investigating an array of
allegations, and thus regularly play a leading role in significant investigations.
24. Jones Day has provided legal services to the Debtors since March 2022 in
connection with certain federal investigations (collectively, the “Federal Investigations”)
2
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Application.
2
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regarding the Debtors’ paycheck protection program loan practices and related matters.
The Federal Investigations include: (a) investigations by the Civil Division of the Department of
Justice in the District of Massachusetts and Eastern District of Texas; (b) an investigation by the
Federal Trade Commission; and (c) an investigation by the United States House of Representatives
Select Subcommittee on the Coronavirus Crisis. Accordingly, Jones Day has developed
substantial knowledge regarding the Debtors that will result in effective and efficient services in
these Chapter 11 Cases.
Services to Be Provided by Jones Day
25. As special counsel, Jones Day will continue to represent the Debtors with
respect to the Federal Investigations and will provide related services on the terms set forth in the
Application and the Engagement Letter. Jones Day will perform, among others, the following
legal services:
(a) representing the Debtors in the Federal Investigations and providing
advice to the Debtors related to the Federal Investigations;
(b) assisting the Debtors with responding to any information requests
and related matters in connection with the Federal Investigations;
and
(c) providing such other specific services as may be requested by the
Debtors from time to time relating to the Federal Investigations.
26. Jones Day will coordinate its work in these Chapter 11 Cases with the
Debtors and the Debtors’ other retained professionals to minimize duplication of effort among
these firms.
Professional Compensation and Expense Reimbursement
27. Pursuant to the terms of the Engagement Letter and subject to the Court’s
approval of the Application, Jones Day intends to: (a) charge for its legal services on an hourly
3
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basis in accordance with the ordinary and customary hourly rates in effect on the date services are
rendered; and (b) seek reimbursement of actual and necessary out-of-pocket expenses.
28. Jones Day will be compensated at its standard hourly rates, which are based
on the professionals’ level of experience. At present, the standard hourly rates charged by Jones
Day in the United States fall within the following ranges:
Billing Category U.S. Range
Partners $1075-$1300
Associates $475-$950
Paraprofessionals $350-600
29. Jones Day’s hourly billing rates are subject to periodic review and
adjustment in accordance with the terms of the Engagement Letter and Jones Day’s established
billing practices and procedures. Jones Day’s practice of periodically adjusting its billing rates
was disclosed to the Debtors in the Engagement Letter, and the Debtors have agreed to these
periodic adjustments pursuant to the Engagement Letter.
30. Jones Day’s hourly fees are comparable to those charged by attorneys of
similar experience and expertise for engagements of the scope and complexity similar to the
investigation matters handled by Jones Day. Further, I believe that Jones Day’s professionals are
subject to the same client-driven market forces, scrutiny, and accountability as its professionals in
non-bankruptcy engagements.
31. Jones Day will maintain detailed, contemporaneous time records in
six-minute intervals and apply to the Court for payment of compensation and reimbursement of
expenses in accordance with applicable provisions of the Bankruptcy Rules, the Local Rules, the
U.S. Trustee Guidelines, and any additional procedures that may be established by the Court in
these Chapter 11 Cases.
4
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32. Furthermore, Jones Day contemplates billing for its incurred expenses in
the following expense categories: (a) copies; (b) outside printing; (c) telephone; (d) facsimile;
(e) delivery services/couriers; (f) postage; (g) local travel; (h) out-of-town travel (including
subcategories for transportation, hotel, meals, ground transportation, other); (i) meals (local);
(j) court fees; (k) subpoena fees; (l) witness fees; (m) deposition transcripts; (n) trial transcripts;
(o) trial exhibits; (p) litigation support vendors; (q) experts; (r) investigators;
(s) arbitrators/mediators; and (t) other. Jones Day will consult with the United States Trustee for
the District of Delaware (the “U.S. Trustee”) regarding any suggested alterations to these fee and
expense categories.
33. Pursuant to Part D1 of the U.S. Trustee Guidelines, Jones Day is seeking
employment as special counsel for the Debtors under section 327(e) of the Bankruptcy Code and
it hereby provides the following responses:
Question: Did you agree to any variations from, or alternatives to,
your standard or customary billing arrangements for this
engagement?
Response: No variations or alternatives to Jones Day’s customary
billing arrangements were agreed to with respect to this
engagement, other than standard periodic rate
adjustments.
Question Do any of the professionals included in this engagement
vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months prepetition,
disclose your billing rates and material financial terms for
the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Response: As disclosed above, Jones Day represented the Debtors
during part of the 12-month period prior to the Petition
Date. During that time, Jones Day charged the Debtors its
5
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standard rates, and Jones Day continues to charge the
Debtors its standard rates
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Debtors and Jones Day expect to develop a
prospective budget and staffing plan to comply with the
U.S. Trustee’s requests for information and additional
disclosures, recognizing that in the course of these
Chapter 11 Cases, there may be unforeseeable fees and
expenses that will need to be addressed by the Debtors
and Jones Day.
Disclosure Concerning Disinterestedness
Interested Party List
34. The Debtors have provided Jones Day with a list of the names of individuals
or institutions that are potential significant parties in interest (collectively, the “Interested
Parties”). The identities of the Interested Parties, updated as of the Petition Date, are set forth on
Schedule 1 attached hereto.
Evaluation and Disclosure of Connections
35. To check and clear potential conflicts of interest in these Chapter 11 Cases,
as well as to determine all “connections” (as such term is used in Bankruptcy Rule 2014) to the
Debtors, their affiliates, their creditors, other parties in interest, and their respective attorneys,
Jones Day researched its client database to determine whether it had any relationships with the
Interested Parties. To the extent that Jones Day’s research of its relationships with the Interested
Parties indicates that Jones Day has represented in the past two years, or currently represents, any
of these entities in matters unrelated to these Chapter 11 Cases, the identities of these entities and
such entities’ relationship to the Debtors and connection to Jones Day, are set forth in Schedule 2
attached hereto.
6
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36. To the best of my knowledge and belief, insofar as I have been able to
ascertain after reasonable inquiry, neither I, nor Jones Day, nor any partner, associate or other
professional thereof has any connection with the Debtors, their creditors, or any other party with
an actual or potential interest in these Chapter 11 Cases or their respective attorneys or accountants,
except as set forth below and in Schedule 2 attached hereto:
(a) Jones Day has not represented, and does not and will not represent,
any entity in matters adverse to the Debtors or their estates with
respect to the matter on which Jones Day is to be employed.
(b) Prior to the Petition Date, Jones Day performed certain legal
services for the Debtors, as described herein, but the Debtors do
not owe Jones Day any amount for services performed prior to the
Petition Date.
(c) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
banks of the Debtors, or affiliates thereof, including Cross River
Bank. These relationships and others are set forth on the attached
Schedule 2. Jones Day, however, has not represented, and does
not and will not represent, any of these entities in matters relating
to the Debtors or their chapter 11 cases.
(d) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
entities affiliated with benefit providers of the Debtors, including
affiliates of Blue Cross and Blue Shield of California; Hawaii
Medical Service Association (HMSA) – Blue Cross and Blue
Shield of Hawaii; New York Life; New York Life (f/k/a Cigna);
and Optum Bank. These relationships and others are set forth on
the attached Schedule 2. Jones Day, however, has not represented,
and does not and will not represent, any of these entities in matters
relating to the Debtors or their chapter 11 cases.
(e) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
contract counterparties of the Debtors, or affiliates thereof,
including Altabank; Aprio LLP; Credit Suisse; Cross River Bank;
East West Bank; Ernst & Young LLP; Farm Credit East, ACA;
Farm Credit West, ACA; Five9, Inc.; Fortis Advisiors, LLC;
LexisNexis Risk Solutions FL Inc.; Macquarie; Mastercard
International Incorporated; PharmaCentra LLC; Redwood Growth
Capital, LLC; Sound Point Capital Management, LP; and Xact
7
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Data Discovery. These relationships and others are set forth on the
attached Schedule 2. Jones Day, however, has not represented,
and does not and will not represent, any of these entities in matters
relating to the Debtors or their chapter 11 cases.
(f) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
affiliations of the Debtors’ current officers and directors, or
affiliates thereof, including Emory Goizueta Business School;
Automatic Data Processing, Inc. (ADP); and Electrolux AB.
These relationships and others are set forth on the attached
Schedule 2. Jones Day, however, has not represented, and does
not and will not represent, any of these entities in matters relating
to the Debtors or their chapter 11 cases.
(g) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
professionals of the Debtors, or affiliates thereof, including
Dentons US LLP; and KPMG. These relationships and others are
set forth on the attached Schedule 2. Jones Day, however, has not
represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(h) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
affiliations of the Debtors’ former officers and directors, or
affiliates thereof, including Roadie. These relationships and others
are set forth on the attached Schedule 2. Jones Day, however, has
not represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(i) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
insurers or insurance providers of the Debtors, or affiliates thereof,
including Berkshire Hathaway Specialty Insurance Company; and
XL Specialty Insurance Company. These relationships and others
are set forth on the attached Schedule 2. Jones Day, however, has
not represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(j) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
landlords and parties to leases of the Debtors, or affiliates thereof,
including 730 Midtown SVP, LLC (Lincoln Property Company).
These relationships and others are set forth on the attached
Schedule 2. Jones Day, however, has not represented, and does
8
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not and will not represent, any of these entities in matters relating
to the Debtors or their chapter 11 cases.
(k) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
lenders, noteholders, administrative agents and/or indenture
trustees of the Debtors, or affiliates thereof, including Credit
Suisse; Macquarie; and U.S. Bank. These relationships and others
are set forth on the attached Schedule 2. Jones Day, however, has
not represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(l) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain of
the top 30 unsecured creditors of the Debtors, or affiliates thereof,
including Google Workspace; and KLD Discovery Ontrack LLC
d/b/a KLDiscovery, Inc.. These relationships and others are set
forth on the attached Schedule 2. Jones Day, however, has not
represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(m) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
counterparties to pending or threatened lawsuits involving the
Debtors, or affiliates thereof, including JP Morgan Chase Bank,
N.A.; and Strategic Elements, LLC. These relationships and others
are set forth on the attached Schedule 2. Jones Day, however, has
not represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(n) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
lenders, noteholders, administrative agents and/or indenture
trustees of the Debtors, or affiliates thereof, including Credit
Suisse; Macquarie; and U.S. Bank. These relationships and others
are set forth on the attached Schedule 2. Jones Day, however, has
not represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(o) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
entities related to regulatory and government authorities of the
Debtors, including entities related to the Delaware Attorney
General – Kathy Jennings; and the United States Attorney for the
District of Delaware – David C. Weiss. These relationships and
others are set forth on the attached Schedule 2. Jones Day,
however, has not represented, and does not and will not represent,
9
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any of these entities in matters relating to the Debtors or their
chapter 11 cases.
(p) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
significant customers of the Debtors, or affiliates thereof, including
Cross River Bank; and FleetCor Technologies, Inc. These
relationships and others are set forth on the attached Schedule 2.
Jones Day, however, has not represented, and does not and will not
represent, any of these entities in matters relating to the Debtors or
their chapter 11 cases.
(q) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day formerly represented certain entities affiliated with
significant shareholders of the Debtors, including an affiliate of
SoftBank PriceVille Investments, L.P.; and SoftBank Vision Fund
(AIV M2) L.P. These relationships and others are set forth on the
attached Schedule 2. Jones Day, however, has not represented,
and does not and will not represent, any of these entities in matters
relating to the Debtors or their chapter 11 cases.
(r) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
entities related to taxing authorities of the Debtors, including
entities related to the California Franchise Tax Board; the Georgia
Department of Revenue; the North Carolina Department of
Revenue; the New York State Department of Finance; the New
York City Department of Finance; and the Pennsylvania
Department of Revenue. These relationships and others are set
forth on the attached Schedule 2. Jones Day, however, has not
represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(s) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
entities appearing in UCC search results of the Debtors, or
affiliates thereof, including CIT; CIT Bank, N.A.; Cross River
Bank; Fulton County, Georgia Tax Commissioner; U.S. Bank; and
Wilmington Savings Fund Society, FSB. These relationships and
others are set forth on the attached Schedule 2. Jones Day,
however, has not represented, and does not and will not represent,
any of these entities in matters relating to the Debtors or their
chapter 11 cases.
(t) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
utility providers or brokers of the Debtors, or affiliates thereof,
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including Five9, Inc. These relationships and others are set forth
on the attached Schedule 2. Jones Day, however, has not
represented, and does not and will not represent, any of these
entities in matters relating to the Debtors or their chapter 11 cases.
(u) In matters unrelated to the Debtors or these Chapter 11 Cases,
Jones Day currently represents or formerly represented certain
vendors or suppliers of the Debtors, or affiliates thereof, including
Fusion Cloud Services LLC; Google Duo; and Willis Towers
Watson US LLC. These relationships and others are set forth on
the attached Schedule 2. Jones Day, however, has not represented,
and does not and will not represent, any of these entities in matters
relating to the Debtors or their chapter 11 cases.
No Adverse Interest
37. To the best of my knowledge, information, and belief, insofar as I have been
able to ascertain after reasonable inquiry, Jones Day does not: (a) hold or represent any interest
adverse to the Debtors or their estates with respect to the matters on which Jones Day is to be
employed, as required by section 327(e) of the Bankruptcy Code, and Jones Day will not represent
any interest adverse to the Debtors in these Chapter 11 Cases; or (b) have any connection with the
Debtors, any creditors or other parties in interest, their respective attorneys and accountants, or the
U.S. Trustee or any of its employees.
38. Despite the efforts described above to identify and disclose connections
with parties in interest in these Chapter 11 Cases, because the Debtors are a large enterprise and
have hundreds of creditors and other relationships, and because Jones Day is an international firm
with more than 2,500 attorneys in 42 offices around the globe, Jones Day is unable to state with
certainty that every client representation or other connection of Jones Day has been disclosed.
In this regard, if Jones Day discovers additional information that requires disclosure, Jones Day
will file supplemental disclosures with the Court.
39. In the event that Jones Day’s representation of the Debtors during these
Chapter 11 Cases would result in it becoming adverse to a party in interest that gives rise to a
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professional conflict of interest, the Debtors will retain separate counsel to represent their interests
with respect to such matter against such party.
12
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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 108-4 Filed 10/14/22 Page 15 of 35
Schedule 1
Schedule of Potentially Interested Parties
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 16 of 35
IN RE KABBAGE, INC., D/B/A KSERVICING, ET AL.
Interested Parties
Debtors Claire Brady
Demitra Yeager
Kabbage, Inc., d/b/a KServicing Jill Walker
Kabbage Canada Holdings, LLC, d/b/a KServicing Joan Ranieri
Corp. Laura Haney
Kabbage Asset Securitization LLC, d/b/a KServicing, Laurie Capp
Inc. Lora Johnson
Kabbage Asset Funding 2017-A LLC Marquietta Lopez
Kabbage Asset Funding 2019-A LLC Nickita Barksdale
Kabbage Diameter, LLC Paula Subda
Rachel Bello
Non-Debtor Affiliates and Subsidiaries Robert Cavello
(including any partnerships and JV partners)
Benefit Providers (Workers Compensation/
Kabbage Financial Services Limited (UK entity)
Pension Plans/Third Party Administrators)
Kabbage India Private Limited (India entity)
Blue Cross Blue Shield of California
Banks/Bank Accounts
Hawaii Medical Service Association (HMSA) - Blue
Cross Blue Shield of Hawaii
Celtic Bank
Insperity, Inc.
Primis Bank
Kaiser Permanente
Synovus Bank (Synovus Financial Corp.)
New York Life
New York Life (f/k/a Cigna)
Banks – Servicing
Optum Bank
UnitedHealthcare
Celtic Bank
UnitedHealthcare Dental
Cross River Bank
UnitedHealthcare of California
Customers Bank
VSP Choice
HCG (a/k/a Home Capital Group Inc.)
Stone Ridge
Committees and Committee Members
Bankruptcy Judges and Staff for the District of
[Unknown at this time]
Delaware
Non-Debtors Professionals (law firms,
Judges:
accountants, and other professionals)
Chief Judge Laurie Selber Silverstein
Judge Ashely M. Chan Cleary Gottlieb Steen & Hamilton LLP
Judge John T. Dorsey Holland & Knight LLP
Judge Craig T. Goldblatt Quinn Emmanuel Urquhart & Sullivan LLP
Judge Karen B. Owens [UCC Legal]
Judge Brendan L. Shannon [UCC Financial]
Judge J. Kate Stickles
Judge Mary F. Walrath Contract Counterparties (includes patents and
intellectual property)
Staff:
Abel Commercial Funding
Clerk of Court, Una O’Boyl Airbnb, Inc.
Al Lugano American Nation Bank
Alexandra Schieren
Cacia Batts A-Lign Assurance
Catherine Farrell A-Lign Compliance and Security, Inc.
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 17 of 35
Altabank Fortis Advisors, LLC
American Express Travel Related Services Fortis Private Bank
Company, Inc. Frank Sauer
Andy Mei Fraz Khalil
Anthony Gallucci GoDaddy.com, LLC
Apisero, Inc. Guggenheim Securities, LLC
Aprio, LLP Guideline
Automation Anywhere, Inc. Guillaume Poirier
Azlo Business, Inc. Hi Tech Capital
Bank of Bird in Hand Hyperion Bank
Become Technological Solutions, Inc. Innovative Funding Solutions, Inc.
Better Impression Ltd. Investar Bank, National Association
Bhayva Brundavanam Investment 360
Big Think Capital InscribeAI, Inc.
Biz2credit Insperity
BlackLine Systems, Inc. Invariant LLC
Bonduel State Bank iAdvance Now Inc.
Bradley Wells James Candalino
Carter Bank & Trust James Frohnhofer
Catherine Pargeter Jason Dolinger
Celtic Bank Corporation Jason Hwa
CentSai Jonathan Kelfer
Cobbs Allen Capital, LLC d/b/a CAC Specialty Jones Day
CommerceOne Bank Karrot
Community Financial Services Bank KLDiscovery Ontrack, LLC
Community National Bank Kroll Associates, Inc.
CoreCard Software, Inc. Legacy Bank Colorado
Credit Suisse Lendio, Inc.
Crestmont Capital, LLC Level Up Funding LLC
Cross River Bank LexisNexis Risk Solutions FL Inc.
CSC Lexolution, LLC
Cullum Financial LLC d/b/a Walloot Liam Von Thien
Customer Bank LIG International LLC
David Rodin Lincoln and Morgan, LLC
David Snitkof Llano National Bank
David Stein d/b/a Law Office of David Stein d/b/a Macquarie
David Stein Law Group Major, Lindsey & Africa
Daysmart Marqeta, Inc
Debt Settlement Info Bank MasterCard International Incorporated
Docusign Matt Burton
Dorado Real Estate, Inc d/b/a Host Financial Mechanics Bank
Dynamic Recovery Solutions, LLC Merchant and Manufacturers Bank
Endurance International Group, Inc. Mission Capital d/b/a SBG Funding
East West Bank Moore Colson & Company, P.C.
Emprise Bank MorganFranklin Consulting, LLC
Erik Goshin Mountainseed Real Estate Services, LLC
Evangelical Christian Credit Union (ECCU) National Check Resolution, Inc.
Ernst & Young LLP Natural Intelligence Ltd.
Farm Credit East, ACA Nicholas DelZingaro
Farm Credit West, ACA Northern California National Bank
Federal Reserve Northwest Farm Credit Services, FLCA
First Florida Credit Union Okta, Inc.
First National Bank of Syracuse OnCourse Learning d/b/a BankersEdge
Five9 Inc. Option 1 Partners, LLC
FNBC Bank and Trust Orchard App, Inc.
Forensic Risk Alliance Inc. P.A.R. Consulting d/b/a US Business Funding
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 18 of 35
People Bank
PharmaCentra LLC Current Directors
Prospera Credit Union
Providence Bank Laquisha Milner
Quick Funding Solutions LLC Robin Gregg
Radius Intelligence, Inc. Eric Hartz (dba CorporateHartz, LLC)
Redwood Growth Capital, LLC John Hebert
Red River Bank Lawrence X. Taylor
ReliaQuest Holdings, LLC
Resource Bank Current Independent Manager
Salesforce
Sam Zakalik John Hebert
Sound Point Capital Management, LP
South State Bank Affiliations of Current Officers and Directors
Stericycle Inc.
Strategic Capital Laquisha Milner
Synovus Solomon’s Temple
The Law Office of Hayes & Welsh Vector Solutions
The National Directory of Registered Tax Return M2 Business Group, LLC
Preparers & Professionals Ltd Point Predictive
The Poplar Grove State Bank DRUM Technologies
The Provident Bank
Robin Gregg
TransUnion Risk and Alternative Data Solutions, Inc.
Roadsync
(TRADS)
Trevelino/Keller and Groovy Studios Eric Hartz
TrustArc Inc. Lending Science
United Capital Source Inc PadSplit
United Resources Enterprise Corp. d/b/a Brickell Emory Goizueta Business School
Capital Finance American Chemistry Council
Upwise Capital, LLC Nexus Circular
URS Technologies Solutions LLC
John Hebert
Vaco LLC
Corporation Service Company (CSC)
Venture Lending & Leasing VII, Inc.
Venture Lending & Leasing VIII, Inc. Lawrence X. Taylor
Visa U.S.A. Inc. 1847 Holdings
Vital Outsourcing Services, Inc. Item 9 Labs
Walker Morris Barrie House Coffee Roasters
WeTravel, Inc. CLP Holdings III, LLC
Wheaten Financial, Inc. Taylor Strategy Group
Xact Data Discovery National Association of Corporate Directors
Yuhui Yang Arizona State University
Zendesk
Zip Capital Group, LLC Salim Kafiti
ZMC & Associates LLC Major Lindsey & Africa
Automatic Data Processing, Inc. (ADP)
Current Officers and Directors (include senior Clairvoyant Ventures, LLC
management) Kafiti Real Estate Group, Inc.
Electrolux AB
Current Officers Ian Cox
Libra Risk Management
Salim Kafiti
Ian Cox Donna Evans
Holly Loiseau Creative Essentials
David Walker Holly Loiseau
Laquisha Milner National Bar Association Executive
Donna Evans Committee, Commercial Law Section
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 19 of 35
David Walker Robert Frohwein
Moore Colson Keep Financial Technologies, Inc.
Magnolia Trust Company
Spencer Robinson
American Express
Debtors Professionals (law firms, accountants and
other professionals) Troy Deus
Keep Financial
AlixPartners, LLP DRUM Technologies
Forensic Risk Alliance Inc.
Greenberg Traurig, LLP Insurance/Insurance Providers
Jones Day
KPMG AIG Specialty Insurance Company
McGuireWoods LLP Atlantic Specialty Insurance Company
Omni Agent Solutions Berkshire Hathaway Specialty Insurance Company
Richard Layton & Finger Cobbs Allen Capital, LLC d/b/a CAC Specialty
Weil, Gotshal & Manges LLP Endurance American Insurance Company c/o
Sompro Pro
Former Officers and Directors (include senior Everest National Insurance Company
management if readily available) (3 years) Marsh USA Inc.
National Union Fire Insurance Company of
Daniel Scott Eidson Pittsburgh, Pa.
Jon Hoffman QBE Insurance Corporation
Julia McCullough XL Specialty Insurance Company
Kathryn Petralia
Kimberly Withrow Landlords and Parties to Leases
L. Scott Askins
Marc Gorlin 730 Midtown SVP, LLC (Lincoln Property
Oneal Bhambani Company)
Robert Frohwein
Spencer Robinson Lenders, Noteholders, Administrative Agents and
Troy Deus Indenture Trustees
Affiliation of Former Officers and Directors (as of Credit Suisse
last day with company) Guggenheim
Macquarie
Julia McCullough U.S. Bank
Corporation Service Company
List of Secured Creditors
Kathryn Petralia
Keep Financial
Reserve Bank of San Francisco
DRUM Technologies, Inc.
Tricolor Auto Group, LLC
30 Top Unsecured Creditors
PadSplit
Kimberly Withrow Allegis Group Holdings, Inc.
Kimberly F. Withrow Law Amazon Web Services
eCapital Corp. American Express Kabbage Inc.
Bibby Financial Services Biz2 Credit
Box
L. Scott Askins
Corporation Service Company
American Express
Cross River Bank
Marc Gorlin Customers Bank
Roadie Federal Reserve Bank of San Francisco
Federal Trade Commission
Oneal Bhambani
Goodwin Proctor
Flutterwave
Google Workspace
American Express
Kenny Ajetunmobi
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 20 of 35
KLD Discovery Ontrack LLC Lexington National Insurance Corporation
d/b/a KLDiscovery, Inc. Love Watch Hill & Sailors Haven, Inc.
Libra Risk Management Luxx Lashes by Lay, LLC
Marcell Birk Marco Bell
Marcus Carr MaryBeth V. Gibson
Moore Colson Melissa Davis Lowe
MorganFranklin Consulting, LLC Ogier, Rothschild & Rosenfeld P.C.
Moyin Omotayo Pia Hoyt Law Firm
Option 1 Partners LLC Power Bail Bonds
RSM US LLP Rice Pugatch Robinson Storfer & Cohen PLLC,
Slack Richard A. Marshack
Small Business Bureau Richard Storfer
TKCG, Inc. Shulman Bastian Friedman & Bui LLP
Thomas E. Austin, Jr. LLC SM Novelties
URS Technologies Solutions LLX Smooth & EZ Merchant Funding
U.S. Department of Justice Squeeze-It Corp.
VACO Strategic Elements, LLC
Vital Outsourcing Services Inc. Tamara Miles Ogier, Chapter 11
Subchapter V Trustee
Litigation Counterparties/Litigation Pending Tastetunup, LLC
Lawsuits – includes threatened litigation The Berglund Group
The Cardoza Law Corporation
365 Sun LLC The Finley Firm, P.C
Alison F. Kanne Vicki LeMaster
Bosco Seungchul Baek Wandro & Associates, P.C.
Calvin L. Erby, II White & Williams, LLP
Candice Worthy
Carlton Morgan Litigation - Governmental Investigations Agencies
Celtic Bank Corporation d/b/a Celtic Bank
Christina R. King U.S. Federal Trade Commission
Cole Ratias U.S. Department of Justice – Massachusetts
Customers Bank U.S. Department of Justice – Eastern District of
Douglas Biviano Texas
Edward Ford Services, LLC The Small Business Administration (SBA)
Eric L. Lifschitz The United States House Representatives Select
Eva Merian Spahn Subcommittee on the Coronavirus Crisis
First Home Bank
Florida Veterinary Behavior Service Other Parties in Interest
George Pullen (Notice of Appearance Parties,
Greenberg Traurig Ombudsman, any other person or group
Henry Anesthesia Associates, LLC appointed)
Holland & Knight, LLP
Jason Russell Carr [Unknown at this time]
Jennifer Pullen
Jeremy Sternberg Other Professionals
John P. Mertens
Joshua Borger Akin Gump Strauss Hauer & Feld LLP
JP Morgan Chase Bank, N.A. Bailey Duquette
Justin E. Proper Dentons US LLP
Keith W. Berglund Davis Polk & Wardwell LLP
LaDonna Wiggins Goodwin Procter LLP
Latoya Clark Green & Sklartz
Lauren B. Veggian Hayes & Welsh
Law Office of James A. Flanagan Mandelbaum Salsburg, P.C.
Law Offices of Eric L. Lifschitz RSM US LLP
Leslie K. Rinaldi Sidley Austin LLP
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 21 of 35
Thomas E. Austin Dog Training With Mario Holland LLC
Windham Brannon A One Roof Management & Construction Inc.
Koger Industrial Staffing, LLC
Regulatory and Government Provident Investment Realty, LLC
Authorities (Federal, State, and Local) Flair Group, Inc.
REX Therapeutics LLC
Delaware Attorney General – Kathy Jennings IMR Contracting Corp.
Federal Deposit Insurance Corporation Gods Anointed Youth Ministry
Federal Reserve Showtime On The Piers, LLC.
Federal Trade Commission Summit Truck Line
Internal Revenue Service K Weaver Properties LLC
Office of Foreign Assets Control ENCES Services, Inc.
Small Business Administration Federal Credit Union
U.S. Securities and Exchange Commission Heart Living Centers of Colorado, LLC
United States Attorney for the District of Delaware – Agee Construction Corporation
David C. Weiss 1 Ponce De Leon LLC
United States Department of Justice Bustro, Inc.
Francis Joseph Capital, Inc.
Significant Customers DataSync, Inc.
SMELifestyle, Inc.
Celtic Bank Crown Management Services, LLC
Cross River Bank SUITE Media Productions & Management LLC
Customers Bank Gourmet Nut, Inc.
HCG (a/k/a Home Capital Group Inc.) Propel Opportunity Fund, Inc.
Stone Ridge Keystrokes Transcription Service, Inc.
FleetCor Technologies, Inc. E. Mishan & Sons
Relief Without Borders LLC Russell Road Food and Beverage LLC
SJ Medical PLLC
Go Africa Global LLC Significant Shareholders (more than 5% of
Cuisane 365 Mobile, Inc. equity)
New Legend, Inc
JLITE MORTORS Blue Run Ventures IV, L.P.
Boom Rewards LLC Thomvest Ventures Ltd.
David Horvath PA MDV Ix, L.P. c/o Mohr Davidow Ventures
Wiggins & Graham Enterprise LLC SoftBank PriceVille Investments, L.P.
Pink Lady Line Softbank Vision Fund (AIV M2) L.P.
R and L Arcade, Inc.
Potomac Valley Operator LLC Taxing Authorities (Federal, State, and
Source Allies, Inc. Local;Trust Fund, Use Property, Franchise, Sales)
European Service at Home Inc
Tigris, LLC Alabama Department of Revenue
AREPII S.A. Hotel LLC California Franchise Tax Board
Aspen River Candle Company Georgia Department of Revenue
Big Shot LLC Internal Revenue Service
Wesley Aron Mock LLC North Carolina Department of Revenue
Club One Casino, Inc New York State Department of Finance
Brian Bui Inc New York City Department of Finance
repairo llc Pennsylvania Department of Revenue
California Freight Solutions Corp
Torque Power Equipment Repairs UCC Search Results/UCC Lien Search Results
PG Medical Lab
Energy Efficient Construction Solutions CHTD Company
TrustedCommunications LLC CIT
Horizon 5 Lakes LLC CIT Bank, N.A.
Wingfield Leigh Industries, Inc. Cross River Bank
Allegro School, Inc. CSC
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 22 of 35
Direct Capital Corporation American Express Kabbage Inc.
Federal Reserve Bank of San Francisco Biz2X LLC
Financial Agent Services BlackLine Systems, Inc.
Fulton County, Georgia Tax Commissioner Box
Secured Lender Solutions, LLC
DataBricks
U.S. Bank
Wilmington Savings Fund Society, FSB Five9
Fusion Cloud Services LLC
United States Attorney’s Office for the District of Google Duo
Delaware Google Workspace
HP Holdings, Inc. (dba Invariant LLC)
David C. Weiss InscribeAI, Inc.
KLDiscovery Ontrack, LLC
United States Trustee and Staff for the District of Kroll Associates, Inc.
Delaware Lexolution
Libra Risk Management
Andrew R. Vara
Joseph McMahon MLA
David Buchbinder Moore Colson
Linda Casey MorganFranklin Consulting, LLC
Joseph Cudia Option 1 Partners LLC
Timothy J. Fox, Jr. ReliaQuest Holdings, LLC
Benjamin Hackman Salesforce.com
Jane Leamy Sage Intacct, Inc.
Hannah M. McCollum Slack
Linda Richenderfer TLO
Juliet Sarkessian
Transunion Risk and Alternative Data Solutions
Richard Schepacarter
Rosa Sierra-Fox URS Technologies Solutions LLC
Lauren Attix Vaco LLC
Shakima L. Dortch Vital Outsourcing Services Inc.
Christine Green Willis Towers Watson US LLC
Ramona Harris Zendesk
Angelique Okita
Edith A. Serrano
Dion Wynn
Denis Cooke
Holly Dice
Nyanquoi Jones
James R. O'Malley
Michael Panacio
Diane Giordano
Utility Providers/Utility Brokers
Cogent Communications, Inc.
Five9 Inc.
Vendors/Suppliers (includes critical, foreign,
common carrier, shippers, warehousemen,
customs duties, brokers charges, facilities
provider, etc.)
A-Lign
Allegis Group Holdings Inc
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 23 of 35
Schedule 2
Disclosure Schedule
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 24 of 35
IN RE KABBAGE, INC., d/b/a KSERVICING, ET AL.
SCHEDULE OF INTERESTED PARTIES THAT CURRENTLY EMPLOY
OR HAVE FORMERLY EMPLOYED JONES DAY IN MATTERS
UNRELATED TO THE DEBTORS OR THEIR CHAPTER 11 CASES
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
PARTIES IN INTEREST (OR AFFILIATED ENTITIES) WHO ARE CURRENT CLIENTS OR WERE
CLIENTS WITHIN THE LAST TWO YEARS1
730 Midtown SPV, LLC (Lincoln Landlords and Parties to • Lincoln Property Company is a former
Property Company Leases client (closed 2021).
Altabank Contract Counterparties • Altabank and parent company
(includes patents and Altabancorp are current clients.
intellectual property)
Aprio LLP Contract Counterparties • Aprio LLP is a former client (closed 2021).
(includes patents and
intellectual property)
Automatic Data Processing (ADP) Affiliations of Current • Automatic Data Processing (ADP) is a
Officers and Directors former client (closed 2020).
Berkshire Hathaway Specialty Insurance/Insurance • Affiliate companies Clayton Homes
Insurance Company Providers Incorporated, Energy West Mining
Company, The Lubrizol Corporation,
Mouser Electronics, Inc. and Johns
Manville Corporation are current clients;
• Affiliate company BNSF Railway
Company is: (a) a current client;
(b) a member of current client California
Railroad Group; and (c) a member of
former client National Rail Group
(closed 2020); and
• Affiliate company Scott Fetzer Company is
a former client (closed 2021).
1
The parties listed herein are parties in interest (or affiliated entities) who are current clients of Jones Day or were
clients of Jones Day within the last two years. The names of current clients of Jones Day appear in bold and italics.
The disclosure of stockholder interests or other affiliate relationships among potentially related entities reflects only
information known to Jones Day through its conflict reporting system. Jones Day has not performed independent
research to identify all stockholder interests or other affiliate relationships with respect to interested parties. Moreover,
Jones Day has not disclosed representations of trade associations and similar industry or special interest organizations
in which interested parties are members.
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 25 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
Blue Cross Blue Shield of California Benefits Providers • Blue Cross Blue Shield entities, Blue
(Workers’ Compensation, Cross Blue Shield of Michigan, Blue
Hawaii Medical Service Association
Pension Plans, Third Party Cross Blue Shield of Massachusetts and
(HMSA) – Blue Cross Blue
Administrators) Blue Cross and Blue Shield of
Shield of Hawaii
Massachusetts HMO Blue, Inc.
(BCBSMA) are current clients;
• Blue Cross Blue Shield of Florida, Inc. is a
subsidiary of GuideWell Mutual Holding
Corporation, an entity related to former
client Special Committee of the Board of
Directors of GuideWell Mutual Holding
Corporation (closed 2020); and
• Blue Cross Blue Shield of Minnesota
(a/k/a BCBSM, Inc.) is a member of a
former group representation of lenders
closed in 2020.
California Franchise Tax Board Taxing Authorities • California state-governed entities Judicial
(Federal, State, Local); Council of California, State of California
Trust Fund, Use Property, Supreme Court, The Superior Court for
Franchise Sales) the State of California, County of Merced
and Superior Court of The State of
California, County of Ventura are current
clients;
• California state-governed entity, State of
California Teachers’ Retirement System
(CALSTERS), is a member of a former ad
hoc group representation of lenders closed
in 2022; and
• California state-governed entity, University
of California, Irvine, is the employer of an
individual who is a former client
(closed 2021).
CIT UCC Search Results/UCC • Affiliate companies CIT Group Partners
CIT Bank, N.A. Lien Search Results LLP, CIT Management Limited, CIT
(GGH) Limited and CIT Investments
Limited are current clients; and
• Affiliate companies CIT Developments
LLP (closed 2021) and CIT Bridge Park
Limited (closed 2020) are former clients.
Credit Suisse Contract Counterparties • Credit Suisse and affiliate companies
(includes patents and Credit Suisse Bank (Europe) S.A., Credit
intellectual property) Suisse (KH) Deutschland GmbH and
2
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 26 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
and Credit Suisse Securities (USA) LLC are
current clients;
Lenders, Noteholders,
Administrative Agents • Affiliate companies Credit Suisse
and Indenture Trustees (Singapore) Limited, Credit Suisse Asset
Management (Switzerland) Ltd. and Credit
Suisse Real Estate Fund Global are former
clients (all closed 2021);
• Affiliate company Credit Suisse Real
Estate Fund International (REFI) is:
(a) a former client (closed 2021); and
(b) the parent company of former client
Bedford Ave. Boston Real Estate Holding
LLC (closed 2021); and
• Affiliate company Credit Suisse Asset
Management and affiliated entity Credit
Suisse Syndicated Loan Fund are members
of a former defense group representation
closed in 2020.
Cross River Bank Significant Customers • Cross River Bank is a current client.
UCC Search Results/UCC
Lien Search Results
Banks - Servicing
and
Contract Counterparties
(includes patents and
intellectual property)
Office of the Delaware Attorney Regulatory and • Delaware state-governed entity, University
General Government Authorities of Delaware is a current client; and
United States Attorney for the (Local, State, Federal)
• Delaware state-governed entity, State of
District of Delaware Delaware Public Employees’ Retirement
System is a member of an ad hoc group
representation of bondholders closed in
2022.
Dentons US LLP Other Professionals • Dentons US LLP is a current client.
East West Bank Contract Counterparties • East West Bank is a former client
(includes patents and (closed 2022).
intellectual property)
Electrolux AB Affiliations of Current • Affiliate companies Electrolux North
Officers and Directors America, Inc., Electrolux Professionnel
SAS, Electrolux Home Products France
SAS, Electrolux Home Products Pty Ltd.
3
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 27 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
and Electrolux Deutschland GmbH are
current clients; and
• Affiliate companies Electrolux Laundry
Systems France, Electrolux Home Care
Products, Inc., Electrolux France,
Electrolux Logistics SAS, Electrolux
Professional SAS and Electrolux Rus LLC
are former clients (all closed 2020).
Emory Guizueta Business School Affiliations of Current • Parent Emory University is: (a) a current
Officers and Directors client; (b) a partner of former client The
Carter Center, Inc. (closed 2021); and
(c) the employer of an individual who is a
current client; and
• Two Jones Day attorneys have professional
relationships with affiliated entity Emory
University School of Law.
Ernst & Young, L.P. Contract Counterparties • Ernst & Young, L.P. is a current client.
(includes patents and
intellectual property)
Farm Credit East ACA Contract Counterparties • To the extent it may be related to the
Farm Credit West ACA (includes patents and named parties in interest, Farm Credit
intellectual property) Bank of Texas is a former client
(closed 2020).
Five9, Inc. Contract Counterparties • Five9, Inc. is a current client.
(includes patents and
intellectual property)
and
Utility Providers/Utility
Brokers
FleetCor Technologies, Inc. Significant Customers • FleetCor Technologies, Inc. is a current
client.
Fortis Advisors LLC Contract Counterparties • Parent company The PNC Financial
(includes patents and Services Group, Inc. is: (a) a current
intellectual property) client; and (b) the employer of an
individual who is a current client;
• Affiliate companies PNC Bank, N.A.,
PNC ARHPF 1 G.P., LLC, PNC Capital
Markets LLC, PNC Real Estate Tax
Credit Capital Fund 68, Inc. and PNC TC,
LLC are current clients; and
4
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 28 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
• Affiliate companies PNC Real Estate Tax
Credit Capital Fund 67, Inc. (closed 2020);
PNC Investment Company LLC
(closed 2021); and PNC Real Estate Tax
Credit Capital Institutional Fund 64, LLC
and PNC ARHPF Fund 2 Managing
Member, LLC (both closed 2022) are
former clients.
Fusion Cloud Services LLC Vendors/Suppliers • Parent company BCHI Holdings LLC and
(includes critical, foreign, affiliate company Birch Communications,
common carriers, Inc. are former clients (both closed 2020).
shippers, warehousemen,
customs duties, brokers
charges, facilities
provider, etc.)
Georgia Department of Revenue Taxing Authorities • Georgia state-governed entity Municipal
(Federal, State, Local); Electric Authority of the State of Georgia
Trust Fund, Use Property, is a current client.
Franchise Sales)
Fulton County, Georgia Tax UCC Search Results/UCC
Commissioner Lien Search Results
Google Duo Vendors/Suppliers • Parent company Google LLC and affiliate
(includes critical, foreign, companies Google Canada Corporation,
common carriers, Google Asia Pacific Pte Ltd., Google
shippers, warehousemen, Australia Pty Ltd., Google México, S. de
customs duties, brokers R.L. de C.V. and Google Germany GmbH
charges, facilities are current clients.
provider, etc.)
Google Workspace
Top 30 Unsecured
Creditors
JPMorgan Chase Bank, N.A. Litigation • JPMorgan Chase Bank, N.A. and affiliate
Counterparties/Litigation companies JPMorgan AG, JPMorgan
Pending Lawsuits – Chase Bank, N.A., London Branch,
includes threatened JPMorgan Securities LLC and JPMorgan
litigation Securities Plc are current clients;
• Parent company JPMorgan Chase & Co.
is: (a) a current client; (b) the employer of
an individual who is a current client;
(c) a member of a current ad hoc group
representation of unsecured noteholders;
(d) a member of a current joint defense
group; (e) a stockholder of Nine Point
Energy Holdings, Inc., the parent company
5
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 29 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
of former client Nine Point Energy LLC
(closed 2022); and (f) the employer and
indemnitor for an individual who is a
former client (closed 2020);
• Affiliated entity JPMorgan Chase
Retirement Plan Brigade Bank Loan is a
member of a former group representation
of lenders and noteholders closed in 2020;
• Affiliated entity JPMorgan Chase
Retirement Plan Brigade is a member of
two former group representations of
lenders and noteholders closed in 2020 and
2022, respectively;
• JPMorgan Securities LLC (with respect
only to its credit trading group) is a
significant equity holder of former client
Nine Point Energy LLC (closed 2022); and
• Affiliate companies JPMorgan Private
Bank, et al. and JPMorgan Whitefriars, Inc.
(both closed 2021); and JPMorgan Trust
Company of Delaware (closed 2022) are
former clients.
KLD Discovery Ontrack LLC, d/b/a 30 Top Unsecured • Parent company The Carlyle Group, Inc.
KLDiscovery, Inc. Creditors (f/k/a The Carlyle Group LP) is:
(a) a current client; and (b) the parent of
Project Diamant Bidco AG, a stockholder
of current client KAP AG;
• Affiliate companies Carlyle Global Credit
Investment Management LLC, NEP
Supershooters, L.P., BMC Holdings, L.P.
and Sedgewick International UK are
current clients;
• Affiliate companies Carlyle Group
Management LLC and Carlyle Investment
Management LLC (both closed 2022) and
CETP III Advisor S.a.r.l. (closed 2020) are
former clients;
• Affiliate company Claren Asset
Management LLC is a member of a current
ad hoc group representation of
bondholders;
• Affiliate companies Carlyle Energy
Coinvestment III, L.P. and
6
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 30 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
Carlyle/Riverstone Global Energy and
Power Fund III, L.P. are stockholders of
current client Foresight Reserves, L.P.;
and
• Affiliate company Carlyle Group, Inc. is a
stockholder of current client Medline
Industries L.P.
KPMG LLP Debtors’ Professionals • KPMG LLP is: (a) a former client
(law firms, accountants (closed 2021); (b) the employer of an
and other professionals) individual who is a current client in his
capacity as a member of a joint liquidators
group; and (c) the employer of an
individual who is a former client
(closed 2020);
• Affiliate company KPMG Australia is a
current client;
• Affiliate companies KPMG Australia
Technology Solutions Pty Limited
(closed 2020); and KPMG Australia
Investments (Holdings ) Pty Ltd., KPMG
Australia IP Holdings Pty Ltd. and KPMG
Australian Services Pty Ltd., et al.
(all closed 2021) are former clients; and
• Affiliate company KPMG Eastern
Caribbean is: (a) the employer of an
individual who is a current client in his
capacity as Interim Receiver/Receiver and
Manager of a company; and (b) the
employer of an individual or individuals
who are current clients as members of a
joint liquidators group;
Macquarie (name as given) Contract Counterparties • Parent company Macquarie Capital
(includes patents and (USA), Inc. is (a) a current client;
intellectual property) (b) a shareholder of former client Peel
and Logistics General Partner Limited
Lenders, Noteholders, (closed 2021); and (c) a shareholder of
Administrative Agents former client Modern Media Acquisition
and Indenture Trustees Corp. (closed 2020);
• Affiliate companies Macquarie Telecom
Group Limited, Macquarie European
Infrastructure Fund 7 SCSp, Macquarie
Capital (Singapore) Pte. Limited,
Macquarie International Finance
Limited, Macquarie Energy LLC,
7
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 31 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
Macquarie GIG Renewable Energy Fund
2 SCSp, Macquarie Infrastructure and
Real Assets Investments Limited,
Macquarie International Limited,
Macquarie Infrastructure and Real Assets
(Europe) Limited, Macquarie Global
Infrastructure Fund II A, Macquarie
Global Infrastructure Fund II B,
Macquarie Global Infrastructure Funds 2
S.a.r.l., Macquarie Capital Asia
Technology Investments Holdings GP,
Ltd., Macquarie European Infrastructure
Fund 6 SCSp, Macquarie Capital
Securities (Japan) Limited, Macquarie
Asean Technology Investments Holdings,
L.P., Macquarie Asean Technology
Investments Holdings GP, Ltd.,
Macquarie Specialised Asset
Management 2 Limited, Macquarie
Specialised Asset Management Limited
and Macquarie Euro Limited are current
clients;
• Affiliate company Macquarie Corporate
Holdings Pty Ltd. is: (a) a current client;
and (b) a stockholder of current client
Greystar Asia Pacific Pte Ltd.
• Affiliate company Macquarie Strategic
Storage Facilities Holdings S.a.r.l. is:
(a) a former client (closed 2021); and
(b) the immediate parent company of
current client MacqPisto SAS;
• Affiliate company Macquarie Super Core
Infrastructure Fund (MSCIF) is the
immediate parent company of current
client MSCIF SD Holdings S.a.r.l.;
• Affiliated entity The Trust Company
Limited, En SA Qualite de Depositare De
Macquarie Specialised is a stockholder of
current client MGIF2 LV S.a.r.l.;
• Affiliate company Macquarie Group Ltd.
is: (a) the ultimate parent company of
former client GLL Real Estate Partners
GmbH (closed 2020); (b) a joint venture
partner in former client México Tower
Partners, S.A.P.I. de C.V. (closed 2021);
and (c) a joint venture owner of M.D. Sass-
8
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 32 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
Macquarie Financial Strategies L.P., the
parent company of former client Amerra
Capital Management (closed 2021);
• Affiliate company Macquarie Real Estate
Investment Holding (Australia) Pty Ltd. is
a 50% owner of Investa Office
Management Holdings Pty Ltd., the parent
company of former client Investa Office
Management Pty Limited (closed 2021);
and
• Affiliate companies Macquarie (UK)
Group Services Limited and Macquarie
Energy Trading Limited
(both closed 2022); Macquarie Bank
Limited (London Branch) (closed 2021);
and Macquarie Bank Limited
(closed 2020) are former clients.
LexisNexis Risk Solutions FL, Inc. Contract Counterparties • Parent company RELX Group Plc and
(includes patents and affiliate company RELX, Inc. are former
intellectual property) clients (both closed 2020).
MasterCard International Contract Counterparties • MasterCard International Incorporated,
Incorporated (includes patents and parent company Mastercard, Inc.; and
intellectual property) affiliate companies MasterCard UK
Management Services Limited,
Mastercard / Europay UK Limited,
Mastercard Europe S.A., MasterCard
Jupiter Investments Srl and Mastercard
Europe Services Limited are current
clients; and
• Affiliate company Mastercard Asia/Pacific
Pte Ltd. is a former client (closed 2020).
New York City Department of Taxing Authorities • The City of New York is a current client;
Finance (Federal, State, Local);
Trust Fund, Use Property, • Several affiliated New York City Police
New York State Department of and Fire pension and retirement systems
Franchise Sales)
Finance and the Teachers’ Retirement System of
the City of New York are members of a
former ad hoc group representation of
bondholders closed in 2022; and
• City of New York Group Trust is a
member of a former group representation
of lenders closed in 2020.
9
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 33 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
New York Life Benefits Providers • Affiliate company Candriam Luxembourg
(Workers’ Compensation, is a current client;
New York Life (f/k/a Cigna)
Pension Plans, Third Party
Administrators) • Affiliate company Madison Capital
Funding LLC is a former client
(closed 2020); and
• New York state-governed entity, New
York State Common Retirement Fund is
the parent of current client Surgard Self
Storage SA.
North Carolina Department of Taxing Authorities • North Carolina state-governed entity,
Revenue (Federal, State, Local); North Carolina Central University School
Trust Fund, Use Property, of Law, is a current client; and
Franchise Sales)
• North Carolina state-governed entity,
University of North Carolina, is the parent
of current client UNC Health Care
System.
Optum Bank Benefits Providers • Affiliate company, Optum Ventures, is an
(Workers’ Compensation, investor in former client LetsGetChecked
Pension Plans, Third Party Inc. (closed 2021).
Administrators)
Pennsylvania Department of Taxing Authorities • Pennsylvania state-governed entities
Revenue (Federal, State, Local); Temple University and University of
Trust Fund, Use Property, Pittsburgh are current clients;
Franchise Sales)
• Pennsylvania state-governed entity The
Pennsylvania State University is:
(a) a current client; and (b) the ultimate
parent of current client Milton S. Hershey
Medical; and
• A Jones Day lawyer has a teaching
position at Pennsylvania state-governed
entity University of Pittsburgh School of
Law.
PharmaCentra LLC Contract Counterparties • Affiliate company Integrated Power
(includes patents and Services Holdings, Inc. is a current client.
intellectual property)
Redwood Growth Capital LLC Contract Counterparties • Affiliate company Redwood Drawdown
(includes patents and Master Fund, L.P. is a client in a current
intellectual property) group representation of lenders;
• Affiliate company Redwood Master Fund
Ltd. is: (a) a client in a current group
10
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 34 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
representation of lenders; (b) a client in a
current group representation of
bondholders; and (c) a former client in a
former investor group representation
closed in 2021;
• Affiliate company Redwood Capital
Management LLC is a client in a current
group representation of bondholders; and
• Affiliate companies Redwood Drawdown
Master Fund II, L.P. and Redwood
Opportunity Master Fund, Ltd. are former
clients in a former investor group
representation closed in 2021.
Roadie Affiliations of Former • Parent company United Parcel Service
Officers and Directors (as (UPS) is: (a) a current client; and (b) the
of last day with the parent company of former client Marken
company) Limited (closed 2021);
• Affiliate company UPS Capital
Corporation is a current client; and
• Affiliate company UPS Group Trust is a
member of a former ad hoc group
representation of lenders closed in 2022.
SoftBank PriceVille Investments, Significant Shareholders • Affiliate company Sprint Corporation is a
L.P. (more than 5% of equity) former client (closed 2020).
Softbank Vision Fund (AIV M2)
L.P.
Sound Point Capital Management, Contract Counterparties • Sound Point Capital Management, L.P. is:
L.P. (includes patents and (a) a member of a former lender group
intellectual property) representation closed in 2020; and
(b) a member of a former ad hoc group
representation of term lenders closed in
2022.
Strategic Elements LLC Litigation • Strategic Elements LLC is a current client.
Counterparties/Litigation
Pending Lawsuits –
includes threatened
litigation
U.S. Bank, N.A. UCC Search Results/UCC • U.S. Bank, N.A., parent company U.S.
Lien Search Results Bancorp; and affiliate companies U.S.
and Bancorp Investments, Inc., U.S. Bank
Trust Company, National Association and
11
Case 22-10951-CTG Doc 108-4 Filed 10/14/22 Page 35 of 35
RELATIONSHIP
INTERESTED PARTY TO THE CLIENTS AND THEIR AFFILIATES
DEBTORS
Lenders, Noteholders, U.S. Bank Corporate Trust Services are
Administrative Agents current clients.
and Indenture Trustees
Willis Towers Watson US LLC Vendors/Suppliers • Affiliate company Towers Watson
(includes critical, foreign, Netherlands B.V. is a current client.
common carriers,
shippers, warehousemen,
customs duties, brokers
charges, facilities
provider, etc.)
Wilmington Savings Fund Society, UCC Search Results/UCC • Wilmington Savings Fund Society, FSB is
FSB Lien Search Results a former client (closed 2021); and
• Parent company WSFS Financial
Corporation is a current client.
Xact Data Discovery (a/k/a Contract Counterparties • Xact Data Discovery (a/k/a Xcellence,
Xcellence, Inc. (includes patents and Inc.) is a current client.
intellectual property)
XL Specialty Insurance Company Insurance/Insurance • Affiliate companies AXA Home Loan
Providers SFH and AXA Banque are current clients;
• Affiliate company Vendome Immobilier
Commercial is a 50% owner of current
client Hauteville 2011; and
• Affiliate company ESI One is a joint
venture partner in former client Siresa
House SL (f/k/a Mirtocan Spain SL)
(closed 2021).
12
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