Please see the attached letter and schedule listing the requests. Let’s discuss next week
- Date
- 2023-03-15
Summary
Doc 685-5, filed March 15, 2023 in In re Kabbage, Inc. d/b/a KServicing, Case 22-10951-CTG, is Exhibit 5, an email chain between counsel at Weil, Gotshal & Manges LLP and Sullivan & Cromwell LLP under the subject KServicing/Amex. The messages run from January 4, 2023 to January 19, 2023. They show counsel arranging calls about loan servicing options and American Express's role, a request for consent to share the Transition Services Agreement, merger agreement and a transfer agreement with Cross River Bank, and a reply that American Express consents to sharing them. In the latest message, counsel for American Express states it does not believe all requested documentation falls within Bankruptcy Rule 2004 or the TSA and cannot commit to providing it by February 17, 2023, but is willing to meet and confer. The exhibit is eight pages.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
Case 22-10951-CTG Doc 685-5 Filed 03/15/23 Page 1 of 8
Exhibit 5
Case 22-10951-CTG Doc 685-5 Filed 03/15/23 Page 2 of 8
From: Mehta, Suniti N.
Sent: Thursday, January 19, 2023 5:59 PM
To: Tsekerides, Theodore; Arthur, Candace M.
Cc: Bromley, James L.; Davidoff, Amanda Flug; Hwangpo, Natasha; Bentley, Chase; Ollestad,
Jordan; Trinity Litigation
Subject: RE: KServicing/Amex
Ted, Candace,
Thank you for sharing these requests. As we’ve discussed, American Express is open to discussing its role in assisting
KServicing with its transition plans, including the requests that you have outlined. We do not believe that all of the
documentation, access, and resources that have been requested constitute information within the scope of examination
under Bankruptcy Rule 2004 or that American Express is obligated under the TSA to provide all of the requested
documentation, access, and resources. However, we agree that it is in the best interests of the parties to work
cooperatively and that it would be helpful to meet and confer on the requests. American Express requires more
information to understand what is being requested and the ultimate goal with respect to transitioning servicing. Some of
these requests may require weeks or months of development or other work to accomplish and so should be discussed in
the context of KServicing’s broader transition plans. Based on such discussions between the parties, a more
comprehensive transition plan can be developed. In addition, to the extent that the requests seek documentation that
has not previously been provided to KServicing in response to prior requests, American Express will require time to
investigate whether such documentation exists. In light of the steps required to scope and respond to the requests, at
this time American Express cannot commit to providing all of the documentation, access, and resources requested by
February 17, 2023 but is willing to discuss a realistic timeframe for assisting KServicing.
Please let us know when you are available to discuss the requests next week.
Thanks,
Suni
Suniti N. Mehta
T: (212) 558‐4083 | F: (212) 558‐3588
mehtas@sullcrom.com
From: Tsekerides, Theodore
Sent: Friday, January 13, 2023 4:37 PM
To: Mehta, Suniti N. ; Arthur, Candace M.
Cc: Bromley, James L. ; Davidoff, Amanda Flug ; Hwangpo, Natasha ; Bentley, Chase ; Ollestad, Jordan ; Trinity Litigation
Subject: [EXTERNAL] RE: KServicing/Amex
Please see the attached letter and schedule listing the requests. Let’s discuss next week.
Thanks very much.
1
Case 22-10951-CTG Doc 685-5 Filed 03/15/23 Page 3 of 8
Theodore E. Tsekerides
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
theodore.tsekerides@weil.com
+1 212 310 8218 Direct
+1 516 398 0510 Mobile
+1 212 310 8007 Fax
From: Mehta, Suniti N. <mehtas@sullcrom.com>
Sent: Wednesday, January 11, 2023 2:41 PM
To: Tsekerides, Theodore <theodore.tsekerides@weil.com>; Arthur, Candace M. <Candace.Arthur@weil.com>
Cc: Bromley, James L. <bromleyj@sullcrom.com>; Davidoff, Amanda Flug <davidoffa@sullcrom.com>; Hwangpo,
Natasha <Natasha.Hwangpo@weil.com>; Bentley, Chase <Chase.Bentley@weil.com>; Ollestad, Jordan
<Jordan.Ollestad@weil.com>
Subject: RE: KServicing/Amex
Ted, Candace,
American Express consents to sharing the Merger Agreement, TSA, and Transfer, Assignment and Assumption
Agreement with Cross River Bank.
We will come back to you on the draft protective order as soon as possible. As discussed on Friday, it would be helpful to
see the list of requests that we discussed, including details about the data transfer that KServicing is interested in
pursuing.
Thanks,
Suni
Suniti N. Mehta
T: (212) 558‐4083 | F: (212) 558‐3588
mehtas@sullcrom.com
From: Tsekerides, Theodore <theodore.tsekerides@weil.com>
Sent: Wednesday, January 11, 2023 8:27 AM
To: Arthur, Candace M. <Candace.Arthur@weil.com>
Cc: Bromley, James L. <bromleyj@sullcrom.com>; Mehta, Suniti N. <mehtas@sullcrom.com>; Davidoff, Amanda Flug
<davidoffa@sullcrom.com>; Hwangpo, Natasha <Natasha.Hwangpo@weil.com>; Bentley, Chase
<Chase.Bentley@weil.com>; Ollestad, Jordan <Jordan.Ollestad@weil.com>
Subject: [EXTERNAL] Re: KServicing/Amex
Actually, upon further review, the only agreement of these 3 that requires Amex’s consent is the TSA.
Jim, please let us know about the TSA and also let us know if there were any comments on the proposed protective
order we sent around a while back.
Thanks very much.
Theodore E. Tsekerides
Partner
Weil, Gotshal & Manges LLP
212‐310‐8218 Office
2
Case 22-10951-CTG Doc 685-5 Filed 03/15/23 Page 4 of 8
516‐398‐0510 Mobile
On Jan 10, 2023, at 7:47 PM, Arthur, Candace M. <Candace.Arthur@weil.com> wrote:
Jim, Suniti, and Amanda
We wanted to see if you had a chance to speak to your client regarding our request for consent to share
the following documents with Cross River Bank:
1. The Transition Services Agreement;
2. Agreement and Plan of Merger among American Express Travel Related Services
Company, Inc., Green Acquisition Merger Sub, Inc., Kabbage, Inc., Alpha Kabbage,
Inc., and Fortis Advisors, LLC, dated August 16, 2020, including all exhibits and
schedules thereto, as may be amended from time to time;
3. The Transfer, Assignment and Assumption Agreement between Kabbage, LLC and
Alpha Kabbage;
Please advise. Subject to obtaining the requested consent we would like to provide Cross River with the
documents before their 4pm deadline to object to the Disclosure Statement.
Best
Candace
Candace M. Arthur
Partner
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
candace.arthur@weil.com
+1 212 310 8324 Direct
+1 212 310 8007 Fax
From: Bromley, James L. <bromleyj@sullcrom.com>
Sent: Friday, January 6, 2023 1:03 PM
To: Arthur, Candace M. <Candace.Arthur@weil.com>
Cc: Tsekerides, Theodore <theodore.tsekerides@weil.com>; Mehta, Suniti N. <mehtas@sullcrom.com>;
Davidoff, Amanda Flug <davidoffa@sullcrom.com>; Hwangpo, Natasha <Natasha.Hwangpo@weil.com>;
Bentley, Chase <Chase.Bentley@weil.com>
Subject: RE: [EXTERNAL] Re: KServicing/Amex
I can speak between 2:30 and 4
James L. Bromley
T: (212) 558‐4923 | F: (212) 291‐3588 | C: (973) 901‐6898
bromleyj@sullcrom.com
From: Arthur, Candace M. <Candace.Arthur@weil.com>
Sent: Friday, January 6, 2023 12:24 PM
3
Case 22-10951-CTG Doc 685-5 Filed 03/15/23 Page 5 of 8
To: Bromley, James L. <bromleyj@sullcrom.com>
Cc: Tsekerides, Theodore <theodore.tsekerides@weil.com>; Mehta, Suniti N. <mehtas@sullcrom.com>;
Davidoff, Amanda Flug <davidoffa@sullcrom.com>; Hwangpo, Natasha <Natasha.Hwangpo@weil.com>;
Bentley, Chase <Chase.Bentley@weil.com>
Subject: RE: [EXTERNAL] Re: KServicing/Amex
Jim
Thank you for the flexibility. Would this afternoon work for you? Perhaps between 2‐4?
Candace M. Arthur
Partner
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
candace.arthur@weil.com
+1 212 310 8324 Direct
+1 212 310 8007 Fax
From: Bromley, James L. <bromleyj@sullcrom.com>
Sent: Thursday, January 5, 2023 6:06 PM
To: Arthur, Candace M. <Candace.Arthur@weil.com>
Cc: Tsekerides, Theodore <theodore.tsekerides@weil.com>; Mehta, Suniti N. <mehtas@sullcrom.com>;
Davidoff, Amanda Flug <davidoffa@sullcrom.com>; Hwangpo, Natasha <Natasha.Hwangpo@weil.com>;
Bentley, Chase <Chase.Bentley@weil.com>
Subject: RE: [EXTERNAL] Re: KServicing/Amex
Sure
From: Arthur, Candace M. <Candace.Arthur@weil.com>
Date: Thursday, Jan 05, 2023 at 5:31 PM
To: Bromley, James L. <bromleyj@sullcrom.com>
Cc: Tsekerides, Theodore <theodore.tsekerides@weil.com>, Mehta, Suniti N. <mehtas@sullcrom.com>,
Davidoff, Amanda Flug <davidoffa@sullcrom.com>, Hwangpo, Natasha <Natasha.Hwangpo@weil.com>,
Bentley, Chase <Chase.Bentley@weil.com>
Subject: Re: [EXTERNAL] Re: KServicing/Amex
Jim
We are in striking distance of resolving a contested matter that is scheduled for hearing tomorrow. Is it
possible to reschedule our call for tomorrow?
Candace M. Arthur
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
4
Case 22-10951-CTG Doc 685-5 Filed 03/15/23 Page 6 of 8
candace.arthur@weil.com
+1 212 310 8324 Direct
+1 212 310 8007 Fax
On Jan 4, 2023, at 9:38 PM, Bromley, James L. <bromleyj@sullcrom.com> wrote:
Ok
From: Arthur, Candace M. <Candace.Arthur@weil.com>
Date: Wednesday, Jan 04, 2023 at 9:32 PM
To: Bromley, James L. <bromleyj@sullcrom.com>
Cc: Tsekerides, Theodore <theodore.tsekerides@weil.com>, Mehta, Suniti N.
<mehtas@sullcrom.com>, Davidoff, Amanda Flug <davidoffa@sullcrom.com>, Hwangpo,
Natasha <Natasha.Hwangpo@weil.com>, Bentley, Chase <Chase.Bentley@weil.com>
Subject: Re: [EXTERNAL] Re: KServicing/Amex
Jim
Let’s shoot for 6:30. We will circulate a dial‐in.
Candace M. Arthur
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
candace.arthur@weil.com
+1 212 310 8324 Direct
+1 212 310 8007 Fax
On Jan 4, 2023, at 11:36 AM, Bromley, James L.
<bromleyj@sullcrom.com> wrote:
Ted,
Thanks for getting back to me so quickly. I am in depositions tomorrow
until 5:30. I can talk after that if it works for you.
Jim
From: Tsekerides, Theodore <theodore.tsekerides@weil.com>
Date: Wednesday, Jan 04, 2023 at 11:09 AM
To: Bromley, James L. <bromleyj@sullcrom.com>
Cc: Mehta, Suniti N. <mehtas@sullcrom.com>, Davidoff, Amanda Flug
<davidoffa@sullcrom.com>, Arthur, Candace M.
<Candace.Arthur@weil.com>, Hwangpo, Natasha
5
Case 22-10951-CTG Doc 685-5 Filed 03/15/23 Page 7 of 8
<Natasha.Hwangpo@weil.com>, Bentley, Chase
<Chase.Bentley@weil.com>
Subject: [EXTERNAL] Re: KServicing/Amex
Thanks Jim. We agree it would make a lot of sense to discuss. Would
you happen to have any availability tomorrow?
Much appreciated.
Theodore E. Tsekerides
Partner
Weil, Gotshal & Manges LLP
212‐310‐8218 Office
516‐398‐0510 Mobile
On Jan 4, 2023, at 10:33 AM, Bromley, James L.
<bromleyj@sullcrom.com> wrote:
Ted,
Hope you enjoyed the holidays. We understand that
KServicing has approached American Express about
options for ongoing loan servicing following bankruptcy.
It would be helpful to find a time to discuss the current
status of your investigation with respect to the
bankruptcy and American Express, in order to facilitate
a conversation about options for loan servicing and
American Express’s role. Please let us know if you have
availability this week or early next week to discuss.
Best regards,
Jim
James L. Bromley
Sullivan & Cromwell LLP | 125 Broad Street |
New York, NY 10004‐2498
T: (212) 558‐4923 | F: (212) 291‐3588 | C: (973)
901‐6898
bromleyj@sullcrom.com |
http://www.sullcrom.com
This e-mail is sent by a law firm and contains
information that may be privileged and confidential.
If you are not the intended recipient, please delete
the e-mail and notify us immediately.
6
Case 22-10951-CTG Doc 685-5 Filed 03/15/23 Page 8 of 8
The information contained in this email message is intended only for use
of the individual or entity named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to
deliver it to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by email, postmaster@weil.com, and destroy the
original message. Thank you.
**This is an external message from:
theodore.tsekerides@weil.com **
The information contained in this email message is intended only for use of the individual or entity named
above. If the reader of this message is not the intended recipient, or the employee or agent responsible to
deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying
of this communication is strictly prohibited. If you have received this communication in error, please
immediately notify us by email, postmaster@weil.com, and destroy the original message. Thank you.
The information contained in this email message is intended only for use of the individual or entity named above. If the
reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended
recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please immediately notify us by email, postmaster@weil.com,
and destroy the original message. Thank you.
The information contained in this email message is intended only for use of the individual or entity named above. If the
reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended
recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly
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and destroy the original message. Thank you.
7
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