Declaration Of Donna R. Evans In Support Of
- Date
- 2022-12-07
Source document: Declaration Of Donna R. Evans In Support Of; document type: Redacted declaration.
Full text
RLF1 28328697v.1
EXHIBIT 1
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 1 of 43
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x
In re
:
:
KABBAGE, INC. d/b/a KSERVICING, et al., :
:
:
Debtors.1
:
Chapter 11
Case No. 22-10951 (CTG)
(Jointly Administ ered)
Re: Docket Nos. 172, 173, 174 & 340
------------------------------------------------------------ x
DECLARATION OF DONNA R. EVANS IN SUPPORT OF
MOTION OF DEBTORS FOR ENTRY OF AN ORDER ENFORCING THE
SETTLEMENT ORDER AND THE SETTLEMENT AGREEMENT
BETWEEN KSERVICING AND CUSTOMERS BANK
I, Donna R. Evans, declare pursuant to 28 U.S.C. § 1746, under penalty of perjury
that the following is true and correct to the best of my knowledge, information, and belief:
1.
I am the Vice President of Operations of Kabbage, Inc. d/b/a KServicing
(the “Company” or “KServicing”) and its affiliated debtors in the above-captioned chapter 11
cases (the “Chapter 11 Cases”), as debtors and debtors-in-possession (collectively,
the “Debtors”).
2.
I have served in this role since September 30, 2022. As Vice President of
Operations, I develop, implement, and maintain an operational and team structure that supports
short- and long-term efforts to process the KServicing loan portfolio. In this capacity, I collaborate
and coordinate with internal stakeholders and twelve functional teams, including related third-
party vendors and consultants, in order to optimize workflows and processes that support loan
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 344-1 Filed 12/07/22 Page 2 of 43
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servicing efforts for the Kabbage legacy portfolio, and the SBA’s PPP loan program. Prior to this
role, I served as the Company’s Senior Director of Operations since October 2021, before which I
was an independent contractor to KServicing, starting in August 2021.
3.
I have over twenty years of experience serving in executive, director, and
management roles overseeing production and operations of various companies in the FinTech,
health, and media industries. Before joining the Company, for ten years I served as the Vice
President of Revenue Operations for Healthgrades, a digital health advertising platform, where I
established the revenue operations function and managed a more than 20-person revenue
operations team, which involved managing Healthgrades’ analytics, ad operations, content
marketing, data operations, distribution, and product operations efforts involved with delivering
sales revenue and partner commitments. In this role, I also evaluated and managed more than 10
publisher and vendor distribution relationships.
4.
Prior to 2010, I served as the Vice President of Publisher Services and
Operations at ShortTail Media for two years, and the Vice President of Publisher Operations, the
Director of Programming, and Managing Editor of American Online (“AOL”), for seven years.
As Vice President of Operations for the AOL/Platform A division, I managed various digital
advertising and promotional elements of the advertising-supported business, and managed a sales
integration team. Prior to 2001, I served as Operations and Production Managers for
Buzzsaw.com, Hanley-Wood LLC, Conde Nast, and American Express Publishing.
5.
I hold an MMBA from the Farmer School of Business at Miami University
and I am certified in digital transformation, finance and accounting, and project management.
6.
I submit this declaration in support of the Motion Of Debtors For Entry of
An Order Enforcing The Settlement Order And The Settlement Agreement Between KServicing
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 3 of 43
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And Customers Bank (the “Motion to Enforce Settlement”) filed contemporaneously herewith.2
I am knowledgeable about, and familiar with, the Settlement Agreement and subsequent
reconciliation process. Except as otherwise indicated, the facts set forth in this declaration are
based upon my personal knowledge, my review of relevant documents and databases, as well as
information provided to me by employees working under my supervision or direction. If called
upon to testify, I would testify to the facts set forth in this declaration.
The Settlement Agreement
7.
On October 27, 2022, the Debtors entered into a Settlement and Release
Agreement with Customer’s Bank (“CB”) (the “Settlement Agreement”), which was approved
by the Bankruptcy Court on November 9, 2022 [Docket No. 232] (the “Settlement Order”)
following a hearing on the matter that was held on November 7, 2022.
8.
Through the Settlement Agreement, CB and KServicing (collectively, the
“Parties”) agreed upon a Settlement Amount of $58 million to resolve, among other things, the
outstanding $65.5 million receivable due from CB to KServicing. A material component of the
Settlement Amount was a cash payment (the “Settlement Payment”) that CB was to make to
KServicing following this Court’s approval of the Settlement Agreement.
9.
The Settlement Agreement sets forth a formula by which the Settlement
Payment amount, which CB is obligated to pay to KServicing, is to be calculated. The Settlement
Payment is defined as “the Settlement Amount [of $58 million] less the amount of the Disputed
KServicing Holdbacks as of the Petition Date.”
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion
to Enforce Settlement.
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 4 of 43
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10.
The “Disputed KServicing Remittance Holdback” is defined in the
settlement agreement as consisting of two components: (i) funds “collected from borrowers that
KServicing is required to remit to CB,” and (ii) funds “held by KServicing on account of cancelled
loans.” The first component consists of a variety of funds, including payments on loans made by
borrowers, KServicing received from borrowers on account of loans for which CB is the issuer
and KServicing the servicer. The second component, the cancelled loan remittance amount,
consists of funds that were disbursed by CB to KServicing for loans that borrowers applied and
were approved for, but were either later cancelled and the funds were therefore not disbursed to
those borrowers and remained in the possession of KServicing or where the funds were disbursed
to the borrower but then the borrower returned to the funds to KServicing.
11.
As part of the Settlement Agreement, CB and KServicing were to engage in
a good faith reconciliation process (the “Reconciliation Process”) to jointly confirm the exact
amount of the Settlement Payment, which I understood to be approximately $23.2 million as set
forth in the Settlement Agreement. Section 3(A) of the Settlement Agreement provides that:
“Following the execution of this Agreement through the Effective Date, the Parties shall work
together in good faith to promptly reconcile the amounts of the Disputed KServicing Fee Holdback
and the Disputed KServicing Remittance Holdback as of the Petition Date to determine the
appropriate amount of the Settlement Payment.” Section 2 of the Settlement Agreement defines
the Effective Date as “the date on which the Bankruptcy Court approves this Agreement[,]” which
occurred when the Court entered the Settlement Order on November 9, 2022.
12.
Although the hope was to have the Reconciliation Process completed by
November 9, it was clear to me from ongoing open information requests from CB and statements
made by representatives of CB, that the parties would continue to work in good faith to confirm
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 5 of 43
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the amount of the Settlement Payment even after the Effective Date prior to such funds being
wired. At no time did I understand, or did CB ever claim to me during the Reconciliation Process,
that the amount of the Settlement Payment could be altered based on an artificial ending of the
Reconciliation Process as of November 9th—even if the Parties were still working together to
confirm the correct amount of that payment. It was expressly stated by CB on November 9th that
the parties would be using the weekend to continue its reconciliation efforts. I was the lead person
at KServicing responsible for interfacing with CB in connection with the Reconciliation Process
and worked closely with my colleague Tamica Williams, Controller at KServicing, as well as
others, to obtain the information necessary to calculate the Settlement Payment.
The Reconciliation Process
13.
Beginning on October 31, 2022, CB and KServicing typically met three
times a day for hours at a time in connection with the Reconciliation Process contemplated by the
Settlement Agreement. As discussed above, the purpose of the Reconciliation Process was to
jointly confirm the proper amount of the Settlement Payment which was chiefly comprised of the
following three calculations, which would be deducted from the agreed Settlement Amount of
$58,000,000 to calculate the Settlement Payment:
Calculating the amount of the “Disputed KServicing Fee Holdbacks,”
which are made up of SBA loan origination fees KServicing collected and
were due to CB.
Calculating the amount of the “Disputed KServicing Remittance Holdback”
which is comprised of two components:
o (i) funds “collected from borrowers that KServicing is required to
remit to CB,” and
o (ii) funds “held by KServicing on account of cancelled loans.”
14.
On Friday, November 4th, I emailed Michele Vervlied and Alyssa White at
CB, advising them that based on our then current information, the amount of the cancelled loan
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 6 of 43
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holdbacks was $3,617,304. A copy of my email to Michele Vervlied and Alyssa White is attached
hereto as Exhibit 1. The financial information I sent on that date originated with the Company’s
former Chief Financial Officer, Danny Eidson, who, prior to his departure from the Company in
June 2022, had been the person responsible for tracking funds KServicing had held back that were
otherwise due to CB but for their failure to pay our servicing fee. At that time, I expected that the
information that had been tracked by Mr. Eidson reflected the most complete and current
information. The spreadsheet detailing the cancelled loans listed 204 entries of loans containing,
among other information, borrower details, loan identification information, and loan amounts.
15.
On Monday, November 7th, via a phone call between myself, Tamica
Williams, and David Walker of KServicing, and Alyssa White, Michele Vervlied, and Albert
Merkin of CB, CB informed us that KServicing’s $3,617,304 figure for cancelled loans was
incorrect, and that CB calculated the cancelled loans amount to be approximately $1.6 million.
Alyssa White told us that the discrepancy resulted from the fact that some of the loans that were
listed in KServicing’s November 4th spreadsheet were not cancelled but actually in forgiveness or
had otherwise been disbursed (and not returned), and principal amounts associated with those loans
would then not be due to CB.
16.
Following the November 7th phone call and CB identifying the
discrepancy, it became clear that the amount of the cancelled loans needed to be investigated and
further reconciled based on the information received from CB. On November 7th, I emailed
Michele Vervlied and Alyssa White of CB informing them that KServicing would review the
discrepancy in the cancelled loan amounts to confirm CB’s figure and provide an updated number.
A copy of that email is attached hereto as Exhibit 2. The following day, on November 8th, Alyssa
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 7 of 43
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White responded to me that she was “looking forward to that information,” and asked, in the
interim, for KServicing’s wire transfer information. See id.
17.
My colleagues and I at KServicing, including Tamica Williams and others
at our direction and supervision, worked to reconcile the difference between CB’s and
KServicing’s calculation of the cancelled loan amounts. KServicing sought to use the most reliable
source of data to conduct that reconciliation and therefore utilized data directly from the SBA
website. KServicing looked up each loan on the spreadsheet provided to CB on November 4th on
a loan-by-loan basis (using their SBA Loan ID number) on the SBA website to determine whether
the loan was, in fact, cancelled, or, instead was actually funded, disbursed, and being repaid or in
the process of being forgiven by the SBA. As I discuss below, we sent the outcome of that work
to CB on November 14, 2022.
18.
On Wednesday, November 9th (the Effective Date under the Settlement
Agreement), and two days after I had indicated to Alyssa White by email that we would be working
to further reconcile the cancelled loan amounts, Salim Kafiti, KServicing’s Deputy General
Counsel, and I spoke by phone with CB’s General Counsel, Andrew Sachs, who was included on
most of the Parties’ correspondence during the Reconciliation Process. During this conversation,
Mr. Sachs stated that because this Court had just issued its Order approving the Settlement
Agreement, and CB accordingly had three business days to make payment by the terms of the
Settlement Agreement, the Parties would have the weekend to continue the Reconciliation Process
together to jointly confirm the Settlement Payment amount. This was perfectly agreeable to
KServicing because we did not view the Settlement Agreement as preventing the Parties from
continuing to work in good faith to jointly confirm the correct Settlement Payment.
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 8 of 43
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19.
KServicing and CB continued to communicate by email into the evening of
November 9th concerning the information exchanged during the Reconciliation Process. Alyssa
White emailed me at on November 9 at 4:02 p.m. that CB would “provide feedback” on one of
KServicing’s data files “by the end of the day tomorrow,” November 10th. A copy of that
November 9th email is attached hereto as Exhibit 3. Indeed, on November 10th, Gregg Anderson
of CB asked KServicing to send certain additional information (the October 3rd Loan Portfolio
file), which Chioma Ajagba, Program Manager for Partnerships at KServicing, shared with him.
A copy of Mr. Anderson’s email is attached hereto as Exhibit 4. These actions of CB, among
others, further supported KServicing’s understanding that the parties would continue to work
cooperatively to jointly confirm the correct amount of the Settlement Payment even after the
Effective Date.
20.
Although KServicing was still working through the Reconciliation
Process—including addressing the questions posed by CB—on Friday, November 11th, I sent wire
instructions to Michele Vervlied and Alyssa White of CB. On Monday, November 14 [at 7:56
a.m.], Alyssa White responded by emailing me and Joe Mullaney of KServicing asking to have a
phone call that day to verbally confirm the wire instructions. A copy of that email asking for a call
to discuss wire instructions is attached hereto as Exhibit 5.
21.
Later on November 14th, I emailed Alyssa White, Michele Vervlied, and
Albert Merkin of CB following up on the cancelled loan figure and notifying them that, after
additional review based on the SBA data, KServicing was able to confirm that 115 of the 204 loans
listed in the preliminary cancelled loan spreadsheet sent to CB on November 4th were cancelled,
meaning nearly half of those loans we originally thought had been cancelled were not, and that the
funds due to CB on account of cancelled loans was therefore significantly less than KServicing
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 9 of 43
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had initially estimated. In that email, I offered to have a call with CB to discuss the updated
amount for the cancelled loan population. That November 14, 2022 email is attached hereto as
Exhibit 6. The new figure aligned with what CB had previously indicated to us on November 7th,
and was based on our team’s cross referencing with the SBA’s data.
22.
Instead of acknowledging the corrected cancelled loan amount which was
in line with their prior representation, within an hour of my sending the update, CB sent to
KServicing an email reflecting an initiated wire transfer amounting to $19,469,355, indicating that,
despite their own records to the contrary they used KServicing’s older figures (prior to our cross
reference with the SBA’s data) to calculate the wire transfer amount as it relates to the cancelled
loan amount. It appeared that earlier emails from KServicing indicating that we were reconciling
the cancelled loan amounts and my email confirming that CB’s figure for the cancelled loan
amount was accurate, were summarily ignored. After we received CB’s notification of the wire
transfer on November 14th, CB and its counsel failed to respond to repeated outreach from
KServicing for over 24 hours. See Exhibit 7.
23.
The next day, on November 15th, CB revised the amount of the payment
and transferred an additional $1,030,328 to KServicing, yielding a total amount of $20,499,683.
That day, CB’s counsel explained by email that in calculating their payment of $19,469,355 on
November 14th, they had “mistakenly viewed” the $1,030,328 figure on account of interest in
KServicing’s data “as separate and distinct from the aggregate borrower remittance figure,” and
would therefore wire that amount to KServicing. A copy of that email from CB’s counsel, Jeremy
Sternberg, to KServicing and its counsel is attached hereto as Exhibit 7. Aside from this email
and its attachment, CB did not provide KServicing with CB’s own data or documentation to
support CB’s calculation of its payment.
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 10 of 43
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I declare under penalty of perjury that, to the best of my knowledge and after
reasonable inquiry, the foregoing is true and correct.
Date: December 7, 2022
Atlanta, Georgia
/s/ Donna R. Evans
Donna R. Evans
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 11 of 43
EXHIBIT 1
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 12 of 43
11/15/22, 8:54 PM
kservicecorp.com Mail - KServicing Update #2
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar-7940866453755967684&simpl=msg-a%3Ar2532691437281209704&simpl=msg-f%3A1748601512929849349
1/3
Donna Evans <devans@kservicecorp.com>
KServicing Update #2
2 messages
Donna Evans <devans@kservicecorp.com>
Fri, Nov 4, 2022 at 4:13 PM
To: "Vervlied, Michele L" <mvervlied@customersbank.com>, "White, Alyssa A" <awhite@customersbank.com>
Cc: Sal Kafiti <skafiti@kservicecorp.com>, "Sachs, Andrew" <asachs@customersbank.com>
Michele/Alyssa,
Attached are two files that include the detail for cancelled/missing/incomplete loans that KServicing has included as part of the holdback amount.
Total amount of cancelled/missing/incomplete loan holdback: $3,617,304
Cancelled Loan file includes list of 204 loans that KServicing owes Cubi remittance for.
Total amount: $3,479,453
Please note: the bottom of this file includes 22 files highlighted in yellow.
The yellow loans are also reflected on the remittance reporting; CUBI will need to back out these loans from remittance file total, so as not to
duplicate expected funds to receive.
Missing Loan file includes 3 files that KS owes CUBI
Total amount: $137,851
These loans were listed separately by former finance lead and are funds owed to CUBI
--
Donna Robinson Evans
Sr. Operations Director, KServicing
730 Peachtree St., Suite 470
Atlanta, GA 30308
https://www.kservicing.com/
2 attachments
CUBI Other Unremitted_11.4.22.xlsx
10K
CUBI Returned or Incomplete Loans_11.4.22.xlsx
43K
White, Alyssa A <awhite@customersbank.com>
Fri, Nov 4, 2022 at 5:12 PM
To: Donna Evans <devans@kservicecorp.com>, "Vervlied, Michele L" <mvervlied@customersbank.com>
Cc: Sal Kafiti <skafiti@kservicecorp.com>, "Sachs, Andrew" <asachs@customersbank.com>
Thank you. Looking at them now. Will let you know if I have any questions.
Alyssa A White
SVP, Director of Digital 7A Operations
40 General Warren Blvd, Suite 200
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 13 of 43
11/15/22, 8:54 PM
kservicecorp.com Mail - KServicing Update #2
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar-7940866453755967684&simpl=msg-a%3Ar2532691437281209704&simpl=msg-f%3A1748601512929849349
2/3
Malvern,
Pennsylvania 19355
(Cell) 484-334-5151
From: Donna Evans <devans@kservicecorp.com>
Sent: Friday, November 4, 2022 4:14 PM
To: Vervlied, Michele L <mvervlied@customersbank.com>; White, Alyssa A <awhite@customersbank.com>
Cc: Sal Kafiti <skafiti@kservicecorp.com>; Sachs, Andrew <asachs@customersbank.com>
Subject: KServicing Update #2
PLEASE NOTE: This email is not from a Customers Bank address.
Do not click on suspicious links. Do not give out personal or bank information to unknown senders.
Michele/Alyssa,
Attached are two files that include the detail for cancelled/missing/incomplete loans that KServicing has included as part of the holdback amount.
Total amount of cancelled/missing/incomplete loan holdback: $3,617,304
Cancelled Loan file includes list of 204 loans that KServicing
owes Cubi remittance for.
·
Total amount: $3,479,453
o
Please note: the bottom of this file includes 22 files highlighted in yellow.
§
The yellow loans are also reflected on the remittance reporting; CUBI will need to back out these loans from remittance file total, so as not to
duplicate expected funds to receive.
Missing Loan file includes 3 files that KS owes CUBI
Total amount: $137,851
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 14 of 43
11/15/22, 8:54 PM
kservicecorp.com Mail - KServicing Update #2
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar-7940866453755967684&simpl=msg-a%3Ar2532691437281209704&simpl=msg-f%3A1748601512929849349
3/3
These loans were listed separately by former finance lead and are funds owed to CUBI
--
Donna Robinson Evans
Sr. Operations Director, KServicing
730 Peachtree St., Suite 470
Atlanta, GA 30308
https://www.kservicing.com/
Notice of Confidentiality: This message and any attachments are solely for the intended recipient and may contain confidential or privileged
information. If you are not the intended recipient, any disclosure, copying, use, or distribution of the information
included in this message and any attachments is prohibited. If you have received this communication in error, please notify us by reply e-mail
and immediately and permanently delete this message and any attachments. Thank you.
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 15 of 43
EXHIBIT 2
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 16 of 43
11/15/22, 8:59 PM
kservicecorp.com Mail - KServicing Status Recon Update - 11/7/22
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar2462721618259986523&simpl=msg-a%3Ar-4541840931510683276&simpl=msg-a%3Ar7135857811348967256&simpl=…
1/3
Donna Evans <devans@kservicecorp.com>
KServicing Status Recon Update - 11/7/22
3 messages
Donna Evans <devans@kservicecorp.com>
Mon, Nov 7, 2022 at 4:53 PM
To: "Vervlied, Michele L" <mvervlied@customersbank.com>, "White, Alyssa A" <awhite@customersbank.com>
Cc: "Sachs, Andrew" <asachs@customersbank.com>, Sal Kafiti <skafiti@kservicecorp.com>
Alyssa and Michele,
Below is an update on the follow up items that we discussed earlier today:
Cancelled loan file/status discrepancies: the data team is reviewing the status that KS has access to with the SBA (vs etran that the team currently does not have
access to) to revisit where all of the loans stand, and provide an updated version. (ETA Tue)
Synovus file follow up: David Walker providing CB team with definitions of categories to allow CB to analyze the summary provided. (ETA tue)
Trial balance update: Updated trial balance file aligning 1) loan schedule raw file's loan population and original funding amount, with 2) supplemental report's loan
population and outstanding principal bank balance, and tying these amounts to the 3) remittance report.
Jason is working on #1 and #2 in the above overview of the trial balance update, using CB portfolio transaction data through 10/3 to demonstrate the alignment between
the loan raw schedule file and his supplemental file. (It'll take approx. 1/3 the time to build out this overview in tableau vs rebuilding the supplemental file structure with
data reflected through 10/3.)
Jason is pushing to build and complete, to share with the CUBi team by early Wed. (If it is ready sooner, we will schedule time to review with the CB team.)
After this step has been completed, I will then work with the financial team to confirm a timeline to provide an ETA for the trial balance file to include an update that ties
the remittance report to the loan raw schedule and supplemental file.
let me know if questions.
--
Donna Robinson Evans
Sr. Operations Director, KServicing
730 Peachtree St., Suite 470
Atlanta, GA 30308
https://www.kservicing.com/
Donna Evans <devans@kservicecorp.com>
Mon, Nov 7, 2022 at 4:57 PM
To: Laquisha Milner <lmilner@kservicecorp.com>, Sal Kafiti <skafiti@kservicecorp.com>
FYI for you both.
On the call with CUBI today, we outlined that there are bank filing deadlines that the finance/accounting team has to meet this week, that will impact this trial balance
reporting request.
I communicated that every request is being asked for completion in the same 72 hr timeline -- which is not possible.
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 17 of 43
11/15/22, 8:59 PM
kservicecorp.com Mail - KServicing Status Recon Update - 11/7/22
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar2462721618259986523&simpl=msg-a%3Ar-4541840931510683276&simpl=msg-a%3Ar7135857811348967256&simpl=…
2/3
While Michele did seem to get what I was saying -- they will keep pushing for all of this data to be aligned before a payment is paid on Thursday.
[Quoted text hidden]
--
--donna
White, Alyssa A <awhite@customersbank.com>
Tue, Nov 8, 2022 at 2:58 PM
To: Donna Evans <devans@kservicecorp.com>
Cc: "Sachs, Andrew" <asachs@customersbank.com>, Sal Kafiti <skafiti@kservicecorp.com>, "Vervlied, Michele L" <mvervlied@customersbank.com>
Hi Donna,
Looking forward to that information. With yesterday’s approval we are preparing to send a wire on Thursday. Having an accurate trial balance will be a critical piece of information to determining the amount of the payment.
In the interim, please provide KServicing’ s wire information. I will also need you confirm that information over the phone for security purposes. We can do that in one of our calls today or tomorrow if that works for you.
Thanks,
Alyssa A White
SVP, Director of Digital 7A Operations
40 General Warren Blvd, Suite 200
Malvern,
Pennsylvania 19355
(Cell) 484-334-5151
From: Donna Evans <devans@kservicecorp.com>
Sent: Monday, November 7, 2022 4:54 PM
To: Vervlied, Michele L <mvervlied@customersbank.com>; White, Alyssa A <awhite@customersbank.com>
Cc: Sachs, Andrew <asachs@customersbank.com>; Sal Kafiti <skafiti@kservicecorp.com>
Subject: KServicing Status Recon Update - 11/7/22
PLEASE NOTE: This email is not from a Customers Bank address.
Do not click on suspicious links. Do not give out personal or bank information to unknown senders.
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 18 of 43
11/15/22, 8:59 PM
kservicecorp.com Mail - KServicing Status Recon Update - 11/7/22
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar2462721618259986523&simpl=msg-a%3Ar-4541840931510683276&simpl=msg-a%3Ar7135857811348967256&simpl=…
3/3
Alyssa and Michele,
[Quoted text hidden]
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information. If you are not the intended recipient, any disclosure, copying, use, or distribution of the information
included in this message and any attachments is prohibited. If you have received this communication in error, please notify us by reply e-mail
and immediately and permanently delete this message and any attachments. Thank you.
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 19 of 43
EXHIBIT 3
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 20 of 43
11/15/22, 9:00 PM
kservicecorp.com Mail - RE: KS/CB: Review Loan Trial Balance Update: Part 1
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-f%3A1749026690257070098&simpl=msg-f%3A1749026690257070098&simpl=msg-f%3A1749065490753632436&simpl=msg…
1/4
Donna Evans <devans@kservicecorp.com>
RE: KS/CB: Review Loan Trial Balance Update: Part 1
6 messages
White, Alyssa A <awhite@customersbank.com>
Wed, Nov 9, 2022 at 8:50 AM
To: "devans@kservicecorp.com" <devans@kservicecorp.com>
Hi Donna,
Will Sal be on this call? Andrew was going to join, but wanted to be sure Sal would be there.
Thanks,
Alyssa A White
SVP, Director of Digital 7A Operations
40 General Warren Blvd, Suite 200
Malvern,
Pennsylvania 19355
(Cell) 484-334-5151
-----Original Appointment-----
From: devans@kservicecorp.com <devans@kservicecorp.com>
Sent: Tuesday, November 8, 2022 5:33 PM
To: devans@kservicecorp.com; Tim Keefe; jdods@kservicecorp.com; White, Alyssa A; Vervlied, Michele L; Merkin, Albert R
Subject: KS/CB: Review Loan Trial Balance Update: Part 1
When: Wednesday, November 9, 2022 11:30 AM-12:00 PM (UTC-05:00) Eastern Time (US & Canada).
Where:
PLEASE NOTE: This email is not from a Customers Bank address.
Do not click on suspicious links. Do not give out personal or bank information to unknown senders.
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 21 of 43
11/15/22, 9:00 PM
kservicecorp.com Mail - RE: KS/CB: Review Loan Trial Balance Update: Part 1
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-f%3A1749026690257070098&simpl=msg-f%3A1749026690257070098&simpl=msg-f%3A1749065490753632436&simpl=msg…
2/4
KS/CB: Review Loan Trial Balance Update: Part 1
Join with Google Meet – You have been invited by
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included in this message and any attachments is prohibited. If you have received this communication in error, please notify us by reply e-mail
and immediately and permanently delete this message and any attachments. Thank you.
Donna Evans <devans@kservicecorp.com>
Wed, Nov 9, 2022 at 10:40 AM
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 22 of 43
11/15/22, 9:00 PM
kservicecorp.com Mail - RE: KS/CB: Review Loan Trial Balance Update: Part 1
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-f%3A1749026690257070098&simpl=msg-f%3A1749026690257070098&simpl=msg-f%3A1749065490753632436&simpl=msg…
3/4
To: "White, Alyssa A" <awhite@customersbank.com>
Hey Alyssa -- I am with Sal today, and he will join us at 11.30.
[Quoted text hidden]
--
--donna
White, Alyssa A <awhite@customersbank.com>
Wed, Nov 9, 2022 at 4:02 PM
To: "devans@kservicecorp.com" <devans@kservicecorp.com>, Tim Keefe <tkeefe@kservicecorp.com>, "jdods@kservicecorp.com" <jdods@kservicecorp.com>
Cc: "Merkin, Albert R" <amerkin@customersbank.com>, "Vervlied, Michele L" <mvervlied@customersbank.com>, Sal Kafiti <skafiti@kservicecorp.com>, "Sachs, Andrew" <asachs@customersbank.com>
Hi Donna,
Just checking in to be sure you are still sending over the file. Friday is a bank holiday for us, so we’d like to have time to provide feedback by end of day tomorrow.
[Quoted text hidden]
Tim Keefe <tkeefe@kservicecorp.com>
Wed, Nov 9, 2022 at 4:47 PM
To: "White, Alyssa A" <awhite@customersbank.com>
Cc: "devans@kservicecorp.com" <devans@kservicecorp.com>, "jdods@kservicecorp.com" <jdods@kservicecorp.com>, "Merkin, Albert R" <amerkin@customersbank.com>, "Vervlied, Michele L" <mvervlied@customersbank.com>, Sal Kafiti
<skafiti@kservicecorp.com>, "Sachs, Andrew" <asachs@customersbank.com>
Hi Alyssa,
Pls find the file attached.
Thanks,
Tim
[Quoted text hidden]
CB-reconcile.xlsx
9698K
White, Alyssa A <awhite@customersbank.com>
Wed, Nov 9, 2022 at 7:07 PM
To: Tim Keefe <tkeefe@kservicecorp.com>
Cc: "devans@kservicecorp.com" <devans@kservicecorp.com>, "jdods@kservicecorp.com" <jdods@kservicecorp.com>, "Merkin, Albert R" <amerkin@customersbank.com>, "Vervlied, Michele L" <mvervlied@customersbank.com>, Sal Kafiti
<skafiti@kservicecorp.com>, "Sachs, Andrew" <asachs@customersbank.com>
Thanks Tim.
A few questions:
What is on the Comparison 103 to 103 tab vs Supplemental?
Is the principal balance the bank balance?
What date is this information as of? I see an 11/9 date referenced in column B of the Supplemental tab.
[Quoted text hidden]
Jason Dods <jdods@kservicecorp.com>
Wed, Nov 9, 2022 at 7:10 PM
To: "White, Alyssa A" <awhite@customersbank.com>
Cc: "Merkin, Albert R" <amerkin@customersbank.com>, "Sachs, Andrew" <asachs@customersbank.com>, Sal Kafiti <skafiti@kservicecorp.com>, Tim Keefe <tkeefe@kservicecorp.com>, "Vervlied, Michele L"
<mvervlied@customersbank.com>, "devans@kservicecorp.com" <devans@kservicecorp.com>
10/3 to 10/3 is the data we reviewed today in Tableau as an Excel. The supplemental tab is the full list of loans in todays supplemental file as comparison (see last column in 10/3 tab)
Principal balance in the first tab is the customer ledger balance, same as discussed today on the call
First tab is data as of 10/3, second tab is 11/9 supplemental file loans as comparison to show coverage
Please excuse any typos or brevity as this was sent by thumbs
Jason
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 23 of 43
11/15/22, 9:00 PM
kservicecorp.com Mail - RE: KS/CB: Review Loan Trial Balance Update: Part 1
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-f%3A1749026690257070098&simpl=msg-f%3A1749026690257070098&simpl=msg-f%3A1749065490753632436&simpl=msg…
4/4
[Quoted text hidden]
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 24 of 43
EXHIBIT 4
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 25 of 43
11/15/22, 8:42 PM
kservicecorp.com Mail - FW: CB Loan Portfolio + Supplemental - 2022-09-28 - Followup
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-f%3A1748205890428551948&simpl=msg-f%3A1748205890428551948&simpl=msg-f%3A1748217567734181604&simpl=msg…
1/4
Donna Evans <devans@kservicecorp.com>
FW: CB Loan Portfolio + Supplemental - 2022-09-28 - Followup
9 messages
Anderson, Gregg <ganderson@customersbank.com>
Mon, Oct 31, 2022 at 8:24 AM
To: Chioma Ajagba <cajagba@kservicecorp.com>, Jason Dods <jdods@kservicecorp.com>
Cc: Donna Evans <devans@kservicecorp.com>, "White, Alyssa A" <awhite@customersbank.com>
Hi. Can you provide an update on:
1. Reconciliation of Supplemental file with the Loan Schedule Raw?
2. Detailed logic for each balance field of the supplemental file?
Thanks.
Gregg Anderson
Account Manager (Contractor)
40 General Warren Blvd. Suite 200
Malvern, PA 19355
Anderson, Gregg <ganderson@customersbank.com>
Mon, Oct 31, 2022 at 11:29 AM
To: Chioma Ajagba <cajagba@kservicecorp.com>, Jason Dods <jdods@kservicecorp.com>
Cc: Donna Evans <devans@kservicecorp.com>, "White, Alyssa A" <awhite@customersbank.com>, "English, Jonathan" <jenglish@customersbank.com>, "Gannon, Gwenn" <ggannon@customersbank.com>, "Nagulur, Prakash"
<pnagulur@customersbank.com>, "Brown, Emily" <ebrown@customersbank.com>, "Mannebach, Pete" <pmannebach@customersbank.com>, "Merkin, Albert R" <amerkin@customersbank.com>
Hi. As we look at the files, can you also confirm the file names that we should be using to compare balances as of the end of September month end?
i.e. Loan Schedule Raw – Which file reflects the 9/30 Balances?
Supplemental File – Which file reflects the 9/30 Balances?
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 26 of 43
11/15/22, 8:42 PM
kservicecorp.com Mail - FW: CB Loan Portfolio + Supplemental - 2022-09-28 - Followup
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-f%3A1748205890428551948&simpl=msg-f%3A1748205890428551948&simpl=msg-f%3A1748217567734181604&simpl=msg…
2/4
Thanks.
Gregg Anderson
Account Manager (Contractor)
40 General Warren Blvd. Suite 200
Malvern, PA 19355
[Quoted text hidden]
Jason Dods <jdods@kservicecorp.com>
Mon, Oct 31, 2022 at 12:15 PM
To: "Anderson, Gregg" <ganderson@customersbank.com>
Cc: Chioma Ajagba <cajagba@kservicecorp.com>, Donna Evans <devans@kservicecorp.com>, "White, Alyssa A" <awhite@customersbank.com>, "English, Jonathan" <jenglish@customersbank.com>, "Gannon, Gwenn"
<ggannon@customersbank.com>, "Nagulur, Prakash" <pnagulur@customersbank.com>, "Brown, Emily" <ebrown@customersbank.com>, "Mannebach, Pete" <pmannebach@customersbank.com>, "Merkin, Albert R"
<amerkin@customersbank.com>
For the supplement please use the file marked 10/3
[Quoted text hidden]
Anderson, Gregg <ganderson@customersbank.com>
Mon, Oct 31, 2022 at 12:44 PM
To: Jason Dods <jdods@kservicecorp.com>
Cc: Chioma Ajagba <cajagba@kservicecorp.com>, Donna Evans <devans@kservicecorp.com>, "White, Alyssa A" <awhite@customersbank.com>, "English, Jonathan" <jenglish@customersbank.com>, "Gannon, Gwenn"
<ggannon@customersbank.com>, "Nagulur, Prakash" <pnagulur@customersbank.com>, "Brown, Emily" <ebrown@customersbank.com>, "Mannebach, Pete" <pmannebach@customersbank.com>, "Merkin, Albert R"
<amerkin@customersbank.com>
Thanks. Can you send that file? It was a Holiday, so I do not think we received the file.
Gregg Anderson
Account Manager (Contractor)
40 General Warren Blvd. Suite 200
Malvern, PA 19355
From: Jason Dods <jdods@kservicecorp.com>
Sent: Monday, October 31, 2022 12:16 PM
To: Anderson, Gregg <ganderson@customersbank.com>
Cc: Chioma Ajagba <cajagba@kservicecorp.com>; Donna Evans <devans@kservicecorp.com>; White, Alyssa A <awhite@customersbank.com>; English, Jonathan <jenglish@customersbank.com>; Gannon, Gwenn
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 27 of 43
11/15/22, 8:42 PM
kservicecorp.com Mail - FW: CB Loan Portfolio + Supplemental - 2022-09-28 - Followup
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-f%3A1748205890428551948&simpl=msg-f%3A1748205890428551948&simpl=msg-f%3A1748217567734181604&simpl=msg…
3/4
<ggannon@customersbank.com>; Nagulur, Prakash <pnagulur@customersbank.com>;
Brown, Emily <ebrown@customersbank.com>; Mannebach, Pete <pmannebach@customersbank.com>; Merkin, Albert R
<amerkin@customersbank.com>
Subject: Re: FW: CB Loan Portfolio + Supplemental - 2022-09-28 - Followup
PLEASE NOTE: This email is not from a Customers Bank address.
Do not click on suspicious links. Do not give out personal or bank information to unknown senders.
[Quoted text hidden]
[Quoted text hidden]
Notice of Confidentiality: This message and any attachments are solely for the intended recipient and may contain confidential or privileged
information. If you are not the intended recipient, any disclosure, copying, use, or distribution of the information
included in this message and any attachments is prohibited. If you have received this communication in error, please notify us by reply e-mail
and immediately and permanently delete this message and any attachments. Thank you.
Jason Dods <jdods@kservicecorp.com>
Mon, Oct 31, 2022 at 1:22 PM
To: "Anderson, Gregg" <ganderson@customersbank.com>
Cc: Chioma Ajagba <cajagba@kservicecorp.com>, Donna Evans <devans@kservicecorp.com>, "White, Alyssa A" <awhite@customersbank.com>, "English, Jonathan" <jenglish@customersbank.com>, "Gannon, Gwenn"
<ggannon@customersbank.com>, "Nagulur, Prakash" <pnagulur@customersbank.com>, "Brown, Emily" <ebrown@customersbank.com>, "Mannebach, Pete" <pmannebach@customersbank.com>, "Merkin, Albert R"
<amerkin@customersbank.com>
@Chioma Ajagba
[Quoted text hidden]
White, Alyssa A <awhite@customersbank.com>
Mon, Oct 31, 2022 at 1:32 PM
To: Jason Dods <jdods@kservicecorp.com>, "Anderson, Gregg" <ganderson@customersbank.com>
Cc: Chioma Ajagba <cajagba@kservicecorp.com>, Donna Evans <devans@kservicecorp.com>, "English, Jonathan" <jenglish@customersbank.com>, "Gannon, Gwenn" <ggannon@customersbank.com>, "Nagulur, Prakash"
<pnagulur@customersbank.com>, "Brown, Emily" <ebrown@customersbank.com>, "Mannebach, Pete" <pmannebach@customersbank.com>, "Merkin, Albert R" <amerkin@customersbank.com>
Do we have the correct file for the loan schedule raw? We only have a 9/29 file.
Alyssa A White
SVP, Director of Digital 7A Operations
40 General Warren Blvd, Suite 200
Malvern,
Pennsylvania 19355
(Cell) 484-334-5151
[Quoted text hidden]
Chioma Ajagba <cajagba@kservicecorp.com>
Mon, Oct 31, 2022 at 6:35 PM
To: Jason Dods <jdods@kservicecorp.com>
Cc: "Anderson, Gregg" <ganderson@customersbank.com>, Donna Evans <devans@kservicecorp.com>, "White, Alyssa A" <awhite@customersbank.com>, "English, Jonathan" <jenglish@customersbank.com>, "Gannon, Gwenn"
<ggannon@customersbank.com>, "Nagulur, Prakash" <pnagulur@customersbank.com>, "Brown, Emily" <ebrown@customersbank.com>, "Mannebach, Pete" <pmannebach@customersbank.com>, "Merkin, Albert R"
<amerkin@customersbank.com>
Hi Gregg.
See attached for the 10/3 supplemental file.
-Chioma
[Quoted text hidden]
--
Chioma Ajagba
Program Management, Bank Partners
KServicing
https://www.kservicing.com/
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 28 of 43
11/15/22, 8:42 PM
kservicecorp.com Mail - FW: CB Loan Portfolio + Supplemental - 2022-09-28 - Followup
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-f%3A1748205890428551948&simpl=msg-f%3A1748205890428551948&simpl=msg-f%3A1748217567734181604&simpl=msg…
4/4
CB Loan Portfolio_Supplemental-2022-10-03.csv
10047K
Anderson, Gregg <ganderson@customersbank.com>
Thu, Nov 10, 2022 at 2:13 PM
To: Chioma Ajagba <cajagba@kservicecorp.com>, Jason Dods <jdods@kservicecorp.com>
Cc: Donna Evans <devans@kservicecorp.com>, "White, Alyssa A" <awhite@customersbank.com>, "English, Jonathan" <jenglish@customersbank.com>, "Gannon, Gwenn" <ggannon@customersbank.com>, "Nagulur, Prakash"
<pnagulur@customersbank.com>, "Brown, Emily" <ebrown@customersbank.com>, "Mannebach, Pete" <pmannebach@customersbank.com>, "Merkin, Albert R" <amerkin@customersbank.com>
Chioma.
Can you send us the 10/3 CB Loan Portfolio file please?
Thanks.
Gregg Anderson
Account Manager (Contractor)
40 General Warren Blvd. Suite 200
Malvern, PA 19355
[Quoted text hidden]
Chioma Ajagba <cajagba@kservicecorp.com>
Thu, Nov 10, 2022 at 2:33 PM
To: "Anderson, Gregg" <ganderson@customersbank.com>
Cc: Jason Dods <jdods@kservicecorp.com>, Donna Evans <devans@kservicecorp.com>, "White, Alyssa A" <awhite@customersbank.com>, "English, Jonathan" <jenglish@customersbank.com>, "Gannon, Gwenn"
<ggannon@customersbank.com>, "Nagulur, Prakash" <pnagulur@customersbank.com>, "Brown, Emily" <ebrown@customersbank.com>, "Mannebach, Pete" <pmannebach@customersbank.com>, "Merkin, Albert R"
<amerkin@customersbank.com>
Hi Gregg,
Attached are the 10/3 CB loan files.
-Chioma
[Quoted text hidden]
2 attachments
CB Loan Portfolio-2022-10-03.xlsx
4978K
CB Loan Portfolio_Supplemental-2022-10-03.csv
10047K
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 29 of 43
EXHIBIT 5
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 30 of 43
11/15/22, 9:01 PM
kservicecorp.com Mail - KServicing Follow Up: Wire Instructions
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar-1837476492212484043&simpl=msg-a%3Ar-8084218401992397129&simpl=msg-a%3Ar4973998015116426475&simpl=…
1/3
Donna Evans <devans@kservicecorp.com>
KServicing Follow Up: Wire Instructions
4 messages
Donna Evans <devans@kservicecorp.com>
Fri, Nov 11, 2022 at 1:02 PM
To: "Vervlied, Michele L" <mvervlied@customersbank.com>, "White, Alyssa A" <awhite@customersbank.com>
Cc: Joe Mullaney <jmullaney@kservicecorp.com>
Michele and Alyssa,
Follow up from this week: wire instructions.
Attached is the routing number and account number for the KServicing Synovus account.
Joe Mullaney is the point of contact to verbally confirm the wire information with the Customers team. (He's cc'd.)
thank you!
--
Donna Robinson Evans
Sr. Operations Director, KServicing
730 Peachtree St., Suite 470
Atlanta, GA 30308
https://www.kservicing.com/
Synovus Operating Account Instructions.docx
13K
Donna Evans <devans@kservicecorp.com>
Fri, Nov 11, 2022 at 1:02 PM
To: Sal Kafiti <skafiti@kservicecorp.com>
fyi
[Quoted text hidden]
--
--donna
Synovus Operating Account Instructions.docx
13K
White, Alyssa A <awhite@customersbank.com>
Mon, Nov 14, 2022 at 7:56 AM
To: Donna Evans <devans@kservicecorp.com>, "Vervlied, Michele L" <mvervlied@customersbank.com>
Cc: Joe Mullaney <jmullaney@kservicecorp.com>
Thanks Donna.
Joe, please let me know when you are available today before 2:30 ET to talk live time to confirm the wire instructions.
Thanks,
Alyssa A White
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 31 of 43
11/15/22, 9:01 PM
kservicecorp.com Mail - KServicing Follow Up: Wire Instructions
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar-1837476492212484043&simpl=msg-a%3Ar-8084218401992397129&simpl=msg-a%3Ar4973998015116426475&simpl=…
2/3
SVP, Director of Digital 7A Operations
40 General Warren Blvd, Suite 200
Malvern,
Pennsylvania 19355
(Cell) 484-334-5151
From: Donna Evans <devans@kservicecorp.com>
Sent: Friday, November 11, 2022 1:03 PM
To: Vervlied, Michele L <mvervlied@customersbank.com>; White, Alyssa A <awhite@customersbank.com>
Cc: Joe Mullaney <jmullaney@kservicecorp.com>
Subject: KServicing Follow Up: Wire Instructions
PLEASE NOTE: This email is not from a Customers Bank address.
Do not click on suspicious links. Do not give out personal or bank information to unknown senders.
Michele and Alyssa,
[Quoted text hidden]
Notice of Confidentiality: This message and any attachments are solely for the intended recipient and may contain confidential or privileged
information. If you are not the intended recipient, any disclosure, copying, use, or distribution of the information
included in this message and any attachments is prohibited. If you have received this communication in error, please notify us by reply e-mail
and immediately and permanently delete this message and any attachments. Thank you.
Joe Mullaney <jmullaney@kservicecorp.com>
Mon, Nov 14, 2022 at 9:10 AM
To: "White, Alyssa A" <awhite@customersbank.com>
Cc: Donna Evans <devans@kservicecorp.com>, "Vervlied, Michele L" <mvervlied@customersbank.com>
Good morning Alyssa,
With the exception of a 1/2 hour meeting at 10:00, I am free to take a call.
Best Regards,
Joe Mullaney, CTP
FinOps
JMullaney@kservicing.com
(678) 908-6320
[Quoted text hidden]
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 32 of 43
11/15/22, 9:01 PM
kservicecorp.com Mail - KServicing Follow Up: Wire Instructions
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permthid=thread-a%3Ar-1837476492212484043&simpl=msg-a%3Ar-8084218401992397129&simpl=msg-a%3Ar4973998015116426475&simpl=…
3/3
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 33 of 43
EXHIBIT 6
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 34 of 43
11/21/22, 3:47 PM
kservicecorp.com Mail - KServicing Follow up: Updated cancelled loan analysis
https://mail.google.com/mail/u/0/?ik=7c839d628d&view=pt&search=all&permmsgid=msg-a%3Ar4628348850958008772&simpl=msg-a%3Ar4628348850958008772
1/1
Donna Evans <devans@kservicecorp.com>
KServicing Follow up: Updated cancelled loan analysis
Donna Evans <devans@kservicecorp.com>
Mon, Nov 14, 2022 at 6:06 PM
To: "White, Alyssa A" <awhite@customersbank.com>, "Vervlied, Michele L" <mvervlied@customersbank.com>, "Merkin, Albert R" <amerkin@customersbank.com>
Cc: Tim Keefe <tkeefe@kservicecorp.com>, Jason Dods <jdods@kservicecorp.com>
Alyssa, Albert and Michele,
We have a follow up analysis about the cancelled loan file that KS had forwarded to the CB team on 11.4.22. We conducted another analysis of the data last week, and
confirmed the cancelled loan population was different. Summary below (and analysis file attached.)
Let us know if a call would be helpful; we'd like to confirm if the updates noted below align with the CB cancelled loan amounts.
--donna
KServicing cancelled/incomplete analysis follow up:
KServicing forwarded a file on 11/4/22 that listed 204 loans with a total value of $3,479,453 in returned or incomplete loans.
CB highlighted discrepancies with the list on 11/7/22.
KServicing conducted additional analysis from the list last week, and confirmed that 115 of the 204 loans were confirmed as cancelled, totaling $1,665,641 in
cancelled loans.
In the attached file, the 204 loans KS had noted as cancelled have an updated status. The file includes KS data and also brought in SBA portal status data in
columns N, O and P.
56 loans, totalling $1,066,331 were confirmed as disbursed, and need to be removed from the cancelled/returned list
33 loans, totalling $747,381 were processed for GP and listed as "payment confirmed" in the SBA portal, and need to be removed from the cancelled/returned list
pls note: last week, these 33 loans were listed as "none" disbursed status in the SBA portal, along with GP status of "payment confirmed"
these loans were rechecked earlier today, the disbursed status was changed to "yes" from "none" on these loans
115 loans, totalling $1,665,641 are cancelled, confirmed as not appearing in the SBA's PPP portal
Updated hold back amounts:
KServicing had held $3,479,453 as hold back from these 204 loans
Updated cancelled loan amount is $1,665,641
--
Donna Robinson Evans
Sr. Operations Director, KServicing
730 Peachtree St., Suite 470
Atlanta, GA 30308
https://www.kservicing.com/
CUBI Returned or Incomplete Loans_11.4.22Updated.xlsx
37K
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 35 of 43
EXHIBIT 7
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 36 of 43
From:
Sternberg, Jeremy M (BOS - X71476)
To:
Arthur, Candace M.; Watkins, Philip S; Vervlied, Michele L; White, Alyssa A; Leibold, Carla; Monaghan, John (BOS
- X75834)
Cc:
Slack, Richard; Tsekerides, Theodore; Sal Kafiti; Schrock, Ray; Bentley, Chase; Donna Evans
Subject:
RE: Settlement Payment
Date:
Tuesday, November 15, 2022 10:22:43 PM
Attachments:
image002.png
Kabbage Settlement Payment Reconciliation FINAL UPDATED 11 15 22.pdf
Candace and team,
We write in response to your email from 9:26pm on Monday. Your email incorrectly asserts
that Customers Bank (“CB”) has not paid the “full Settlement Payment.”
Some history and context is required in light of your disappointing and errant accusations of
“bad faith and contempt of Court.”
The Settlement and Release Agreement obliges CB to pay $58MM less the amount of the
Disputed KServicing Holdbacks as of the Petition Date. Paragraph 3 of the Agreement
provides that following the execution of the Agreement “through the Effective Date, the
Parties shall work together in good faith to promptly reconcile the amounts of the Disputed
KServicing Fee Holdback and the Disputed KServicing Holdback as of the Petition Date to
determine the appropriate amount of the Settlement Payment.” Paragraph 2 of the Agreement
provides that the Effective Date is the date the Bankruptcy Court approves the Agreement.
That date was November 9, 2022.
An important part of the history of the Agreement is that KServicing wanted a term (see
10/25/22 DRAFT Agreement at paragraph 3(B)) that would continue the reconciliation
process from the Effective Date “through the Servicing Termination Date. . .” CB rejected
that term, and in a phone call on October 26, 2022, I explained the reasons that CB was
uncomfortable with and would not agree to that term, and by email dated October 26, 2022 at
5:14 pm your team responded that you had “discussed with KS the final two outstanding
points on the Settlement Agreement and are comfortable removing them, per your request.”
That same day your team circulated the final Agreement, CB signed it, and the next day
KServicing signed it and then filed it with the court with the 9019 motion. Based on an email
that Donna Evans of KServicing sent at 6:23pm on November 14, 2022 to the CB team stating
that “my understanding is we’d continue to work together to ensure data points align on both
sides. . .”, it does not seem that certain members of the KServicing team appreciate that the
reconciliation process had already ceased, per the terms of the final Settlement Agreement.
CB intends to abide by the Settlement Agreement it signed and that the Court entered, not an
earlier version that proposed an extended reconciliation process.
As part of its efforts to work “in good faith” with KServicing to reconcile the Disputed
KServicing Holdback, CB promptly and repeatedly sought basic source information from
KServicing. At every turn, these requests were either ignored, met with misdirection, or
resulted in KServicing providing information different from the basic information that any
servicer should have (trial balance and bank statements) and that any bank would want and
expect. In fact, at no time prior to the Effective Date did KServicing provide CB with the
figure that KServicing thought was the amount of the Disputed KServicing Remittance
Holdbacks. When we repeatedly asked for the data and calculations used by Alix Partners to
arrive at its estimate of that figure, KServicing refused to provide it. It certainly began to raise
a suspicion within the CB team that by refusing to provide basic information KServicing was
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 37 of 43
trying to hide something.
By way of a few examples of CB’s good faith requests for information and KServicing’s
stonewalling or inability to provide it:
1. On November 3, Andrew Sachs of CB made an email request to the KServicing team for:
(a) records evidencing total amounts received into the remittance account; (b) records
evidence total amounts CB paid KServicing for loans that were never funded or that were
canceled and repaid by the borrower; and (c) records evidencing total amounts withdrawn
from the remittance account and then returned to the borrowers or paid to the SBA.
KServicing refused to provide these documents. That same day, CB made a written request
for an updated trial balance. KServicing’s response via email from Donna Evans was that
KServicing would be unable to provide that information in a timely way.
2. As an alternative, I sought on multiple occasions from you (11/3/22 email at 6:56pm and
11/9/22 email at 8:36am) the information that Alix Partners reviewed and its calculations that
were the basis for the estimated figure of $26.6MM in paragraph 1(E) of the Settlement
Agreement for the Disputed KServicing Remittance Holdback. You did not provide that
information.
3. On Friday night (11/4/22) by email at 7:52pm, KServicing promised to provide remittance
reports and ACH information. On Monday evening (11/7/22), by email from Donna Evans at
4:54pm, KServicing announced that it was still working on providing the “Canceled loan
file/status discrepancies,” “Synovus file follow up,” and “Trial balance update.” Those
materials were not provided in full by the Effective Date.
KServicing’s inability to provide the basic information that would be expected in a good faith
reconciliation is emblematic of its processing and servicing failures that led to the dispute
between the parties. Though frustrated by KServicing’s inability to provide basic information
that would be required for a good faith reconciliation, CB worked hard and in good faith to
meet its obligations under the Settlement Agreement from both a substance and timing
perspective. Therefore, while KServicing’s data was incomplete as of the Effective Date, CB
reluctantly accepted it and used it to calculate the Settlement Payment.
In any event, each figure in the payment reconciliation provided by CB to KServicing on the
payment day (11/14/22) is accurate based on KServicing’s information, with one exception set
forth below.
The Settlement Agreement provides that the Settlement Amount = $58MM less Disputed
KServicing Holdbacks
Disputed KServicing Holdbacks are:
A. The amounts of the SBA loan origination fees due to CB under the Sale and
Servicing Agreement (Settlement Agreement at paragraph 1(C)) and were estimated at
$8.3 million. According to an email from Donna Evans of KServicing to CB on 11/4/22 at
4:25pm the amount of the Fee Holdback is $8,317,023. CB accepted that amount.
B. The amounts collected from borrowers that KServicing was required to remit
to CB (Settlement Agreement at paragraph 1(E)(i)). These total $26,608,962 according to
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 38 of 43
a spreadsheet provided by KServicing to CB by email on 11/4/22 at 7pm. CB accepted that
amount. That same spreadsheet describes a separate amount for interest in the amount of
$1,030,328.48. CB mistakenly viewed that as separate and distinct from the aggregate
borrower remittance figure, and will be wiring that amount ($1,030,328.48) to KServicing
tomorrow morning. The only other element of the borrower remittance figure is $497,900,
described in a spreadsheet called Synovus Account Analysis sent by KServicing to CB by
email on 11/4/22 at 7:38pm. After correcting its error noted above, the remittance amount
used by CB in calculating the Settlement Payment is the exact figure that KServicing reported
in the Synovus Account Analysis as having been collected from CB’s borrowers.
C. The amounts held by KServicing on account of cancelled loans (Settlement
Agreement at paragraph 1(E)(ii)). By email dated 11/4/22 at 4:14pm, Donna Evans of
KServicing wrote to the CB team that the “amount of cancelled/missing/incomplete loan
holdback: $3,617,304.” CB accepted that amount, but acting in the highest level of good faith
reduced it by $426,258 (in KServicing’s favor) based on payments that it found duplicated in
KServicing’s remittance report. It added back $35,899 based on loans that KServicing’s CFO
advised by email dated August 28, 2021 had been funded by CB but not disbursed. CB also
agreed with KServicing’s figure of $1,150,513 for fees owed to the SBA for borrower
overpayments, a figure provided by KServicing to CB by email on 11/4/22 at 8:33pm.
We have attached an updated and corrected reconciliation summary that includes all of these
figures.
Contrary to the accusation in your email, CB does not believe there is any “unilateral attempt
to pay millions of dollars less than what is owed. . .” Rather, CB made appropriate efforts to
pay what was owed and did so openly and transparently by providing the full calculation to
KServicing.
The time for reconciliation has ended, and it is time for KServicing to focus on its servicing
obligations in the Settlement Agreement. You should be aware that KServicing unilaterally
canceled its vital servicing meetings today with CB. CB entered into this settlement so as to
obtain important loan servicing from KServicing. If those commitments are not going to be
met, CB will be seeking relief from the court.
Jeremy Sternberg | Holland & Knight
Partner
Holland & Knight LLP
10 St. James Avenue, 11th Floor | Boston, Massachusetts 02116
Phone 617.854.1476 | Fax 617.523.6850
jeremy.sternberg@hklaw.com | www.hklaw.com
From: Arthur, Candace M. <Candace.Arthur@weil.com>
Sent: Monday, November 14, 2022 9:21 PM
To: Watkins, Philip S <pwatkins@customersbank.com>; Vervlied, Michele L
<mvervlied@customersbank.com>; White, Alyssa A <awhite@customersbank.com>; Leibold, Carla
<cleibold@customersbank.com>; Sternberg, Jeremy M (BOS - X71476)
<Jeremy.Sternberg@hklaw.com>; Monaghan, John (BOS - X75834) <john.monaghan@hklaw.com>
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 39 of 43
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 40 of 43
Sent: Monday, November 14, 2022 6:28 PM
To: Sachs, Andrew <asachs@customersbank.com>
Cc: Watkins, Philip S <pwatkins@customersbank.com>; Vervlied, Michele L
<mvervlied@customersbank.com>; White, Alyssa A <awhite@customersbank.com>; Leibold,
Carla <cleibold@customersbank.com>; devans@kservicecorp.com
<devans@kservicecorp.com>
Subject: Re: Settlement Payment
this doesn’t sound like our numbers. it sounds light. and it’s the first i’m hearing of it. i’m
going to fold in Weil — i know there was some reconciliation still happening on our end that
got sent over this afternoon.
Get Outlook for iOS
From: Sachs, Andrew <asachs@customersbank.com>
Sent: Monday, November 14, 2022 6:20 PM
To: Sal Kafiti <skafiti@kservicecorp.com>
Cc: Watkins, Philip S <pwatkins@customersbank.com>; Vervlied, Michele L
<mvervlied@customersbank.com>; White, Alyssa A <awhite@customersbank.com>; Leibold,
Carla <cleibold@customersbank.com>; devans@kservicecorp.com
<devans@kservicecorp.com>
Subject: Settlement Payment
Sal,
I hope you had a good weekend. We have initiated a wire for $19,469,355 to the following account.
Bank Name:
Synovus Bank
Routing Number:
Account Name:
Kabbage Operating Account
Account Number:
Fed Ref:
# 20221114 QMGFT007 002294
Attached you will find the calculations underlying this final tally. The attached numbers should look familiar to you, as they
are the same numbers you reported to us, but let me know if you have any questions.
Thanks,
Andrew
Andrew B. Sachs
EVP, General Counsel and Corporate Secretary
West Reading, Pennsylvania
(Cell) 336-493-2334
www.customersbank.com
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 41 of 43
NYSE: CUBI
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Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 42 of 43
Reurned/Cancelled Loans
$3,617,304
Reurned/Cancelled Loans in Remittance Report
($426,258)
Additional Loans not Disbursed (per Danny)
$35,899
Adjusted Returned/Canceled Loans
$3,226,945
Borrower Principal Repayments and Returns per Remittance File
$25,578,633
Interest Collected
$1,030,328
Reported Remittance Account Variance
$497,900
Total Borrower Remittance Payments (P&I)
$27,106,862
Adjusted Returned/Cancelled Loans
$3,226,945
Total Borrower Remittance Payments (P&I)
$27,106,862
Fees Owed to SBA (Borrower Overpayments)
($1,150,513)
Disputed KServicing Remittance Holdbacks
$29,183,294
Disputed KServicing Fee Holdbacks
$8,317,023
Disputed KServicing Remittance Holdbacks
$29,183,294
Disputed KServicing Fee Holdbacks
$8,317,023
Disputed KServicing Holdbacks
$37,500,317
Negotiated Receivable
$58,000,000
Disputed KServicing Holdbacks
($37,500,317)
Settlement Payment
$20,499,683
Case 22-10951-CTG Doc 344-1 Filed 12/07/22 Page 43 of 43File and source
- File
- gov.uscourts.deb.188293.344.1.pdf
- Size
- 2,653,428 bytes
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