Full text
RLF1 28745927V.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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:
In re
:
Chapter 11
:
KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (CTG)
:
Debtors.1
:
(Jointly Administered)
:
:
Re: Docket Nos. 340, 356 & 670
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DEBTORS’ EXHIBIT LIST FOR MARCH 20, 2023 HEARING
On December 7, 2022, Kabbage, Inc. d/b/a KServicing and its debtor affiliates, as
debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”) filed
the Motion of Debtors for Entry of an Order Enforcing the Settlement Order and the Settlement
Agreement Between KServicing and Customers Bank [Docket No. 340] (the “Motion”) with the
United States Bankruptcy Court for the District of Delaware. On December 21, 2022, Customers
Bank filed in response the Opposition of Customers Bank to Debtors’ Motion for Entry of an Order
Enforcing the Settlement Order and the Settlement Agreement Between KServicing and Customers
Bank [Docket No. 356]. On March 13, 2023, the Debtors filed the Debtors’ Reply in Further
Support of Motion of Debtors for Entry of an Order Enforcing the Settlement Order and the
Settlement Agreement Between KServicing and Customers Bank [Docket No. 670]. The hearing
on the Motion is scheduled for March 20, 2023 at 10:00 a.m. (ET) (the “Hearing”).
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 688 Filed 03/16/23 Page 1 of 6
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RLF1 28745927V.1
The Debtors respectfully submit the attached Exhibit List to be considered at the
Hearing. The Debtors reserve the right to introduce at the Hearing documents that are part of the
record of the above-captioned chapter 11 cases, including pleadings and other documents filed on
the docket, as well as to introduce any document, or to rebut the testimony of witnesses or evidence
presented by any other party, or for impeachment.
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EXHIBIT LIST
Exhibit No.
Document Description
1
Settlement and Release Agreement, dated October 27, 2022 (including all
exhibits thereto) [Docket No. 232-1 – filed November 9, 2022]
2
Motion of Debtors for Entry of an Order Enforcing the Settlement Order and
the Settlement Agreement Between KServicing and Customers Bank [Docket
No. 340 – filed December 7, 2022]
3
Declaration of Tamica M. Williams in Support of Motion of Debtors for Entry of
an Order Enforcing the Settlement Order and the Settlement Agreement Between
KServicing and Customers Bank [Docket No. 341 – filed December 7, 2022]
(FILED UNDER SEAL)
4
Exhibit 1 to the Declaration of Tamica M. Williams in Support of Motion of
Debtors for Entry of an Order Enforcing the Settlement Order and the Settlement
Agreement Between KServicing and Customers Bank [Docket No. 341-1 – filed
December 7, 2022] (FILED UNDER SEAL)
5
Exhibit 2 to the Declaration of Tamica M. Williams in Support of Motion of
Debtors for Entry of an Order Enforcing the Settlement Order and the Settlement
Agreement Between KServicing and Customers Bank [Docket No. 341-2 – filed
December 7, 2022] (FILED UNDER SEAL)
6
Exhibit 3 to the Declaration of Tamica M. Williams in Support of Motion of
Debtors for Entry of an Order Enforcing the Settlement Order and the Settlement
Agreement Between KServicing and Customers Bank [Docket No. 341-3 – filed
December 7, 2022] (FILED UNDER SEAL)
7
Exhibit 4 to the Declaration of Tamica M. Williams in Support of Motion of
Debtors for Entry of an Order Enforcing the Settlement Order and the Settlement
Agreement Between KServicing and Customers Bank [Docket No. 341-4 – filed
December 7, 2022] (FILED UNDER SEAL)
8
Exhibit 5 to the Declaration of Tamica M. Williams in Support of Motion of
Debtors for Entry of an Order Enforcing the Settlement Order and the Settlement
Agreement Between KServicing and Customers Bank [Docket No. 341-5 – filed
December 7, 2022] (FILED UNDER SEAL)
9
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 [Docket No. 342 – filed December 7, 2022]
(FILED UNDER SEAL)
10
Exhibit 1 to the 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 [Docket No. 342-1 – filed
December 7, 2022] (FILED UNDER SEAL)
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RLF1 28745927V.1
11
Exhibit 2 to the 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 [Docket No. 342-2 – filed
December 7, 2022] (FILED UNDER SEAL)
12
Exhibit 3 to the 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 [Docket No. 342-3 – filed
December 7, 2022] (FILED UNDER SEAL)
13
Exhibit 4 to the 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 [Docket No. 342-4 – filed
December 7, 2022] (FILED UNDER SEAL)
14
Exhibit 5 to the 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 [Docket No. 342-5 – filed
December 7, 2022] (FILED UNDER SEAL)
15
Exhibit 6 to the 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 [Docket No. 342-6 – filed
December 7, 2022] (FILED UNDER SEAL)
16
Exhibit 7 to the 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 [Docket No. 342-7 – filed
December 7, 2022] (FILED UNDER SEAL)
17
Opposition of Customers Bank to Debtors’ Motion for Entry of an Order
Enforcing the Settlement Order and the Settlement Agreement Between
KServicing and Customers Bank [Docket No. 356 – filed December 21, 2022]
18
Declaration of Alyssa White in Support of Opposition of Customers Bank to
Debtors’ Motion for Entry of an Order Enforcing the Settlement Order and the
Settlement Agreement Between KServicing and Customers Bank [Docket No. 358
– filed December 21, 2022] (FILED UNDER SEAL)
19
Exhibits 1-10 to the Declaration of Alyssa White in Support of Opposition of
Customers Bank to Debtors’ Motion for Entry of an Order Enforcing the
Settlement Order and the Settlement Agreement Between KServicing and
Customers Bank [Docket No. 358-1 – filed December 21, 2022] (FILED UNDER
SEAL)
20
Debtors’ Reply in Further Support of Motion of Debtors for Entry of an Order
Enforcing the Settlement Order and the Settlement Agreement Between
KServicing and Customers Bank [Docket No. 670 – filed March 13, 2023]
21
Declaration of Tamica M. Williams in Further Support of Debtors’ Reply in
Support of Motion of Debtors for Entry of an Order Enforcing the Settlement
Order and the Settlement Agreement Between KServicing and Customers Bank
Case 22-10951-CTG Doc 688 Filed 03/16/23 Page 4 of 6
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[Docket No. 671 – filed March 13, 2023], including Exhibits A-D
22
Exhibit A to the Declaration of Tamica M. Williams in Further Support of
Debtors’ Reply in Support of Motion of Debtors for Entry of an Order Enforcing
the Settlement Order and the Settlement Agreement Between KServicing and
Customers Bank [Docket No. 671-1 – filed March 13, 2023]
23
Exhibit B to the Declaration of Tamica M. Williams in Further Support of
Debtors’ Reply in Support of Motion of Debtors for Entry of an Order Enforcing
the Settlement Order and the Settlement Agreement Between KServicing and
Customers Bank [Docket No. 671-2 – filed March 13, 2023]
24
Exhibit C to the Declaration of Tamica M. Williams in Further Support of
Debtors’ Reply in Support of Motion of Debtors for Entry of an Order Enforcing
the Settlement Order and the Settlement Agreement Between KServicing and
Customers Bank [Docket No. 671-3 – filed March 13, 2023]
25
Exhibit D to the Declaration of Tamica M. Williams in Further Support of
Debtors’ Reply in Support of Motion of Debtors for Entry of an Order Enforcing
the Settlement Order and the Settlement Agreement Between KServicing and
Customers Bank [Docket No. 671-4 – filed March 13, 2023]
26
Declaration of Donna R. Evans in Further Support of Debtors’ Reply in Support
of Motion of Debtors for Entry of an Order Enforcing the Settlement Order and
the Settlement Agreement Between KServicing and Customers Bank [Docket No.
672 – filed March 13, 2023]
27
Synovus account analysis_11.4.22 (excel spreadsheet)
28
Customers Bank remittance file KService 10.03.22_11.4.22 (excel spreadsheet)
29
CUBI payment details 10212020 (excel spreadsheet)
30
Letter from Richard Slack to Jeremy Sternberg, dated January 30, 2023
31
Letter from Jeremy Sternberg to Richard Slack, dated February 3, 2023
32
Letter from Richard Slack to Jeremy Sternberg, dated March 3, 2023
33
Email from Ted Tsekerides to Jeremy Sternberg, dated February 16, 2023
34
Email chain between Ted Tsekerides and Jeremy Sternberg, dated February 17,
2023
35
Email from Jeremy Sternberg to Ted Tsekerides, dated February 17, 2023
36
Email from Jeremy Sternberg to Ted Tsekerides, dated February 22, 2023
Case 22-10951-CTG Doc 688 Filed 03/16/23 Page 5 of 6
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RLF1 28745927V.1
Dated: March 16, 2023
Wilmington, Delaware
/s/ Matthew P. Milana
RICHARDS, LAYTON & FINGER, P.A.
Daniel J. DeFranceschi, Esq. (No. 2732)
Amanda R. Steele, Esq. (No. 5530)
Zachary I. Shapiro, Esq. (No. 5103)
Matthew P. Milana, Esq. (No. 6681)
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: (302) 651-7700
E-mail: defranceschi@rlf.com
steele@rlf.com
shapiro@rlf.com
milana@rlf.com
-and-
WEIL, GOTSHAL & MANGES LLP
Ray C. Schrock (admitted pro hac vice)
Candace M. Arthur (admitted pro hac vice)
Theodore E. Tsekerides (admitted pro hac vice)
Richard W. Slack (admitted pro hac vice)
Natasha S. Hwangpo (admitted pro hac vice)
Chase A. Bentley (admitted pro hac vice)
767 Fifth Avenue
New York, New York 10153
Telephone:
(212) 310-8000
E-mail:
ray.schrock@weil.com
candace.arthur@weil.com
theodore.tsekerides@weil.com
richard.slack@weil.com
natasha.hwangpo@weil.com
chase.bentley@weil.com
Attorneys for Debtors and Debtors in Possession
Case 22-10951-CTG Doc 688 Filed 03/16/23 Page 6 of 6