PLEASE TAKE NOTICE that, pursuant to that certain Final Order
- Date
- 2022-11-02
Summary
Exhibit 3, a form Notice of Intent to Purchase, Acquire, or Otherwise Accumulate Common Stock, filed November 2, 2022 as Doc 193-3 in In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), a jointly administered Chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware. The blank form is to be used under a Final Order establishing notification procedures and approving restrictions on certain transfers of interests in the Debtors, whose date and docket number are left blank. It provides tables for a filer to state the shares of Common Stock and Options it proposes to acquire, its beneficial ownership after the Proposed Transfer, and the effect on any Substantial Stockholder. The filer must declare under penalty of perjury that the notice is true, correct and complete. The form is four pages.
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Case 22-10951-CTG Doc 193-3 Filed 11/02/22 Page 1 of 4
Exhibit 3
Notice of Intent to Purchase, Acquire, or Otherwise Accumulate Common Stock
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Case 22-10951-CTG Doc 193-3 Filed 11/02/22 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
NOTICE OF INTENT TO PURCHASE,
ACQUIRE, OR OTHERWISE ACCUMULATE COMMON STOCK
PLEASE TAKE NOTICE that, pursuant to that certain Final Order
Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Interests
in the Debtors of the United States Bankruptcy Court for the District of Delaware, dated
[________], 2022, Docket No. [__] (with all exhibits thereto, the “Final Order”), [Name of Filer]
(the “Filer”) hereby provides notice of (i) its intention to purchase, acquire, or otherwise
accumulate beneficial ownership (including directly and indirectly) of one or more shares of
Common Stock2 and/or Options to acquire beneficial ownership of Common Stock and/or (ii) a
proposed purchase or acquisition in the beneficial ownership of Common Stock and/or Options to
acquire beneficial ownership of Common Stock that would result in an increase in the number of
shares of Common Stock and/or the number of shares of Common Stock underlying Options that
are beneficially owned by the Filer (any proposed transaction described in clauses (i) or (ii), a
“Proposed Transfer”).
PLEASE TAKE FURTHER NOTICE that the following table sets forth
the following information:
1. If the Proposed Transfer involves the purchase or acquisition by the Filer of
beneficial ownership of Common Stock and/or Options to acquire beneficial ownership of
Common Stock, the table sets forth (a) the number of shares of Common Stock and/or the number
of shares of Common Stock underlying Options proposed to be purchased or acquired and (b) the
date(s) of such Proposed Transfer (categorized by class, as applicable).
2. If the Proposed Transfer involves the purchase or acquisition in the beneficial
ownership of Common Stock and/or Options to acquire beneficial ownership of Common Stock
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 defined, herein, and the term “beneficial ownership” (and derivatives thereof), shall
have the meanings ascribed to them in Exhibit 1 to the Final Order.
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Case 22-10951-CTG Doc 193-3 Filed 11/02/22 Page 3 of 4
by a person or Entity other than the Filer, but the Proposed Transfer nonetheless would increase
the number of shares of Common Stock and/or the number of shares of Common Stock underlying
Options that are beneficially owned by the Filer, the table sets forth (a) the name(s) of each such
person or Entity that proposes to purchase or acquire such shares of Common Stock and/or
Options, (b) the number of shares of Common Stock and/or the number of shares of Common
Stock underlying Options proposed to be purchased or acquired (directly or indirectly), and (c) the
date(s) of such Proposed Transfer (categorized by class, as applicable).
Class Name of Shares to be Shares Underlying Date(s) of
Purchaser Purchased or Options to be Proposed
or Acquired (Directly Purchased or Acquired Transfer
Acquirer or Indirectly) (Directly or Indirectly)
Common Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that the following table
summarizes the Filer’s beneficial ownership of Common Stock and/or Options to acquire
beneficial ownership of Common Stock assuming that the Proposed Transfer is approved and
consummated as described above. The table sets forth, as of immediately following the
consummation of the Proposed Transfer, the number of shares of Common Stock and/or the
number of shares of Common Stock underlying Options (a) that would be owned directly by the
Filer and, (b) in the case of any beneficial ownership by the Filer of Common Stock and/or Options
that would be owned by another person or Entity as record or legal owner, the name(s) of each
prospective record or legal owner and the number of shares of Common Stock and/or the number
of shares of Common Stock underlying Options that would be owned by each such record or legal
owner (categorized by class, as applicable):
Class Name of Shares to Be Owned Shares Underlying
Owner Options to Be Owned
Common Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that if the Proposed Transfer
involves a purchase or acquisition of beneficial ownership of Common Stock and/or Options to
acquire beneficial ownership of Common Stock by the Filer and such Proposed Transfer would
result in (a) an increase in the beneficial ownership of Common Stock and/or Options to acquire
beneficial ownership of Common Stock by a person or Entity (other than the Filer) that currently
is a Substantial Stockholder or (b) a person or Entity (other than the Filer) becoming a Substantial
Stockholder, the following table sets forth (i) the name of each such person or Entity, (ii) the
number of shares of Common Stock and/or the number of shares of Common Stock underlying
Options that are beneficially owned by such person or Entity currently (i.e., prior to the Proposed
Transfer), and (iii) the number of shares of Common Stock and/or the number of shares of
Common Stock underlying Options that would be beneficially owned by such person or Entity
immediately following the Proposed Transfer (categorized by class, as applicable).
2
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Case 22-10951-CTG Doc 193-3 Filed 11/02/22 Page 4 of 4
Class Name of Shares Owned Shares Shares Shares
Beneficial Currently to Be Owned Underlying Underlying
Owner (Directly or Following Options Options to Be
Indirectly) Proposed Owned Owned
Transfer Currently Following
(Directly or (Directly or Proposed
Indirectly) Indirectly) Transfer
(Directly or
Indirectly)
Common
Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that the taxpayer identification
number of the Filer is ______________.
PLEASE TAKE FURTHER NOTICE that, under penalty of perjury, the
Filer hereby declares that it has examined this Notice and accompanying attachments (if any), and,
to the best of its knowledge and belief, this Notice and any attachments which purport to be part
of this Notice are true, correct, and complete.
[[IF APPLICABLE:] The Filer is represented by [name of law firm], [address],
[phone], (Attn: [name of attorney]).]
Respectfully submitted,
[Name of Filer]
By:
Name:
Address:
Telephone:
Facsimile:
Date: _____________________
3
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