Full text
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
Obj. Deadline: April 18, 2023 at 4:00 p.m. (ET)
SUMMARY OF FIFTH MONTHLY FEE STATEMENT OF WEIL, GOTSHAL &
MANGES LLP FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT OF
EXPENSES FOR PERIOD FEBRUARY 1, 2023 THROUGH FEBRUARY 28, 2023
Name of Applicant:
Authorized to Provide Professional Services to:
Date of Retention:
Period for which compensation and
reimbursement are sought:
Amount of compensation sought as actual,
reasonable, and necessary:
Amount of expense reimbursement sought as
actual, reasonable, and necessary:
Weil, Gotshal & Manges LLP
Debtors and Debtors in Possession
October 21, 2022 effective as of October 3, 2022
February 1, 2023 through February 28, 2023
$1,247,495.20 (80% of $1,559,369.00)
$13,426.43
This is a(n): X monthly ___ interim ___ final application
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 738 Filed 03/29/23 Page 1 of 17
2
COMPENSATION BY PROFESSIONAL
FEBRUARY 1, 2023 THROUGH FEBRUARY 28, 2023
The attorneys who rendered professional services in these chapter 11 cases from February 1, 2023 through
February 28, 2023 (the “Fee Period”) are:
NAME OF
PROFESSIONAL
POSITION
DEPARTMENT
YEAR
ADMITTED1
HOURLY
BILLING
RATE2
TOTAL
BILLED
HOURS
TOTAL
COMPENSATION
Goldring, Stuart J.
Partner
Tax
1984
$2,095.00
12.20
$25,559.00
Slack, Richard W.
Partner
Litigation
1987
$1,695.00
29.20
$49,494.00
Slack, Richard W.
Partner
Litigation
1987
$847.50†
6.00
$5,085.00
Sullivan, Kevin J.
Partner
Corporate
1994
$1,595.00
4.50
$7,177.50
Tsekerides, Theodore
E.
Partner
Litigation
1994
$1,395.00
27.60
$44,022.00
Smith, Jason A.B.
Partner
Corporate
1998
$1,750.00
2.80
$4,900.00
Freeman, Danek A.
Partner
Corporate
1999
$1,750.00
3.90
$6,825.00
Westerman, Gavin
Partner
Corporate
2004
$1,725.00
7.70
$13,282.50
Arthur, Candace
Partner
Restructuring
2010
$1,695.00
89.70
$152,041.50
Hwangpo, Natasha
Partner
Restructuring
2014
$1,575.00
140.40
$221,130.00
Margolis, Steven M.
Counsel
Tax
1990
$1,425.00
11.90
$16,957.50
Bonk, Cameron Mae
Counsel
Litigation
2016
$1,375.00
61.50
$84,562.50
Guthrie, Hayden
Counsel
Corporate
2017
$1,400.00
4.20
$5,880.00
Friedman, Julie T.
Associate
Restructuring
2003
$775.00
16.40
$12,710.00
Ruocco, Elizabeth A.
Associate
Restructuring
2017
$1,275.00
24.70
$31,492.50
Bentley, Chase A.
Associate
Restructuring
2018
$1,345.00
180.20
$242,369.00
Bentley, Chase A.
Associate
Restructuring
2018
$672.50†
3.00
$2,017.50
Friedman, Jonathan R.
Associate
Restructuring
2019
$1,170.00
58.00
$67,860.00
Kleiner, Adena
Associate
Corporate
2020
$1,170.00
25.00
$29,250.00
Parker-Thompson,
Destiney
Associate
Restructuring
2020
$910.00
7.50
$6,825.00
McMillan, Jillian A.
Associate
Restructuring
2021
$1,170.00
118.10
$138,177.00
Ham, Hyunjae
Associate
Restructuring
2021
$1,065.00
13.90
$14,803.50
Jones, Taylor
Associate
Restructuring
2022
$1,065.00
112.60
$119,919.00
Ollestad, Jordan
Alexandra
Associate
Litigation
2022
$1,065.00
89.10
$94,891.50
1 * – Not Yet Admitted to Practice
2 † – Non-working travel is billed at 50% of regular hourly rates.
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 2 of 17
3
Shah, Bastian
Associate
Tax
2022
$910.00
6.50
$5,915.00
Suarez, Ashley
Associate
Restructuring
2022
$910.00
52.90
$48,139.00
Bertens, Erin
Associate
Corporate
*
$750.00
4.80
$3,600.00
Castillo, Lauren
Associate
Restructuring
*
$750.00
130.90
$98,175.00
Total for Attorneys
1,245.20
$1,553,060.50
The paraprofessionals and other non-legal staff who rendered professional services during the Fee Period
are:
NAME OF
PARAPROFESSIONAL AND
OTHER NON-LEGAL
STAFF
POSITION
DEPARTMENT
HOURLY
BILLING
RATE
TOTAL
BILLED
HOURS
TOTAL
COMPENSATION
Haiken, Lauren C.
Litigation Support
LSS
$465.00
9.50
$4,417.50
Mason, Kyle
Paralegal
Restructuring
$310.00
6.10
$1,891.00
Total:
15.60
$6,308.50
The total fees for the Fee Period are:
PROFESSIONALS
BLENDED RATE
TOTAL
BILLED
HOURS
TOTAL COMPENSATION
Partners and Counsel
$1,585.95
401.60
$636,916.50
Associates
$1,085.99
843.60
$916,144.00
Paraprofessionals and Other Non-Legal Staff
$404.39
15.60
$6,308.50
Blended Attorney Rate
$1,247.24
Total:
1,260.80
$1,559,369.00
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 3 of 17
4
COMPENSATION BY PROJECT CATEGORY
FEBRUARY 1, 2023 THROUGH FEBRUARY 28, 2023
TASK
CODE
PROJECT CATEGORY
TOTAL BILLED
HOURS
TOTAL
COMPENSATION
001
Administrative Expense Claims
34.10
$42,190.00
003
AmEx Transaction Investigation
43.70
$44,018.50
004
Asset Disposition/363 Asset Sales
91.20
$107,047.00
006
Bar Date and Claims Matters
23.80
$23,119.50
007
Borrower Matters
3.10
$3,175.50
008
Case Administration (WIP List & Case Calendar)
17.60
$16,447.50
009
Chapter 11 Plan/Plan Confirmation/Implementation
467.50
$578,931.50
010
Corporate Governance/Securities
86.70
$109,152.50
011
Customer (incl. Partner Banks)/Vendor/Supplier Matters
1.10
$1,548.50
013
Disclosure Statement/Solicitation/Voting
46.20
$43,217.50
014
Employee Matters
12.60
$17,987.00
015
Exclusivity
0.10
$75.00
016
Executory Contracts/Leases/Real Prop/Other 365 Matters
9.00
$12,049.00
017
General Case Strategy (incl Team and Client Calls)
92.20
$113,345.50
019
Hearings and Court Matters
4.40
$6,583.00
020
Insurance and Letters of Credit Matters
3.00
$4,785.00
021
Non-bankruptcy Litigation (incl. CUBI Dispute)
109.00
$149,430.50
022
Non-working Travel
9.00
$7,102.50
025
Retention/Billing/Fee Applications: OCP
7.00
$6,775.50
026
Retention/Fee Applications: Non-Weil Professionals
3.60
$4,114.00
027
Retention/Fee Applications: Weil
33.90
$31,417.00
028
Secured Creditors Issues/Meetings/Comms (excl. Settlements)
4.00
$5,932.00
029
Settlements (including 9019 matters)
69.10
$102,797.50
031
Tax Matters
7.80
$11,177.00
033
US Trustee/MORs/2015.3 Reports
4.10
$4,063.50
035
Servicing Transfer
77.00
$112,887.00
TOTAL
1,260.80
$1,559,369.00
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 4 of 17
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EXPENSE SUMMARY
FEBRUARY 1, 2023 THROUGH FEBRUARY 28, 2023
EXPENSE CATEGORY
AMOUNT
Computerized Research
$10,972.82
Duplicating
$20.10
Meals
$200.00
Transportation
$1,084.38
Travel
$1,149.13
TOTAL
$13,426.43
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 5 of 17
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
Obj. Deadline: April 18, 2023 at 4:00 p.m. (ET)
FIFTH MONTHLY FEE STATEMENT OF
WEIL, GOTSHAL & MANGES LLP FOR PAYMENT OF
COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR
PERIOD FEBRUARY 1, 2023 THROUGH FEBRUARY 28, 2023
Weil, Gotshal & Manges LLP (“Weil” or the “Firm”), attorneys for Kabbage, Inc.
d/b/a KServicing. and its debtor affiliates, as debtors and debtors in possession in the above-
captioned chapter 11 cases (collectively, the “Debtors”), hereby files its fifth monthly fee
statement (this “Fee Statement”) for payment of compensation for professional services rendered
to the Debtors and for reimbursement of actual and necessary expenses incurred in connection
therewith for the period commencing February 1, 2023 through and including February 28, 2023
(the “Fee Period”), pursuant to sections 105(a), 330, and 331 of title 11 of the United States Code
(the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure
(the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure
of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), and the
Court’s Order Establishing Procedures for Interim Compensation and Reimbursement of
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 738 Filed 03/29/23 Page 6 of 17
2
Expenses of Professionals [Docket No. 136] (the “Interim Compensation Order”). In support
of this Fee Statement, Weil respectfully represents as follows:
Background
1.
On October 3, 2022 (the “Petition Date”), the Debtors each commenced
with this Court a voluntary case under chapter 11 of the Bankruptcy Code (the “Chapter 11
Cases”). The Debtors are authorized to continue to operate their business as debtors in possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory
committee of creditors has been appointed in these Chapter 11 Cases.
2.
Pursuant to Bankruptcy Rule 1015(b), the Chapter 11 Cases are being
jointly administered under the above captioned case.
3.
Additional information regarding the Debtors’ business, capital structure,
and the circumstances leading to the commencement of these Chapter 11 Cases is set forth in the
Declaration of Deborah Rieger-Paganis in Support of Debtors’ Chapter 11 Petitions and First
Day Relief [Docket No. 13].2
4.
This Court authorized Weil’s retention as attorneys for the Debtors pursuant
to the Order Authorizing Retention and Employment of Weil, Gotshal & Manges LLP As Attorneys
For Debtors Effective as of Petition Date [Docket No. 137] (the “Retention Order”), entered on
October 21, 2022.
5.
On March 15, 2023, the Court entered the Order Confirming Amended Joint
Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors
[Docket No. 680].
2 Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the
Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors
[Docket No. 627] (the “Plan”).
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 7 of 17
3
Jurisdiction
6.
The Court has jurisdiction to consider this matter pursuant to
28 U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference from the United States
District Court for the District of Delaware, dated February 29, 2012. This is a core proceeding
pursuant to 28 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408
and 1409.
7.
Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final
order by the Court in connection with this Fee Statement to the extent that it is later determined
that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with
Article III of the United States Constitution.
Summary of Professional Compensation
and Reimbursement of Expense Requested
8.
By this Fee Statement, Weil requests allowance and payment of
$1,247,495.20 (80% of $1,559,369.00) as compensation for professional services rendered to the
Debtors during the Fee Period and allowance and payment of $13,426.43 as reimbursement for
actual and necessary expenses incurred by Weil during the Fee Period. All services for which
compensation is requested by Weil were performed for or on behalf of the Debtors.
9.
During the Fee Period, Weil received no payment and no promises of
payment from any source for services rendered or to be rendered in any capacity whatsoever in
connection with the matters covered by this Fee Statement. There is no agreement or
understanding between Weil and any other person, other than members of Weil, for the sharing of
compensation to be received for services rendered in these Chapter 11 Cases.
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 8 of 17
4
10.
The fees charged by Weil in these Chapter 11 Cases are billed in accordance
with its existing billing rates and procedures in effect during the Fee Period, and in accordance
with the Retention Order.
11.
Weil maintains computerized records of the time spent by all Weil
attorneys, paraprofessionals, and other non-legal staff in connection with the Firm’s representation
of the Debtors. Annexed hereto as Exhibit A are copies of Weil’s itemized time records for
professionals, paraprofessionals, and other non-legal staff performing services for the Debtors
during the Fee Period. Weil’s time records comply with the requirements set forth in Local
Rule 2016-2 and the Guidelines for Reviewing Applications for Compensation and Reimbursement
of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases
(the “Guidelines”), including the use of itemized time entries and separate matter numbers for
different project types, as hereinafter described in greater detail.
Summary of Services
12.
The following is a summary of the significant professional services
rendered by Weil during the Fee Period. This summary is organized in accordance with the
internal system of task codes set up by Weil at the outset of these Chapter 11 Cases.3 If a task code
does not appear below, then Weil did not bill significant time for that task code during the Fee
Period, but may bill time for that task code in the future. Certain services performed may overlap
between, or appropriately be allocated to, more than one task code.
a.
Administrative Expense Claims (Task Code 001)
Fees: $42,190.00; Total Hours: 34.10
Drafted, reviewed, revised, and finalized the Debtors’ Objection
to the Motion of the Juneau Group, LLC for Allowance of
3 Exhibit A annexed hereto provides a more detailed description of the services provided during the Fee Period, and
reference should be made thereto for a complete recitation of such services.
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 9 of 17
5
Administrative Expense Claim Pursuant to Section 503(b)(9) of
the Bankruptcy Code [Docket No. 547]; and
Prepared for hearing on Juneau Group, LLC’s motion for
allowance of an administrative claim.
b.
AmEx Transaction Investigation (Task Code 003)
Fees: $44,018.50; Total Hours: 43.70
Drafted, reviewed, revised, and finalized Motion of Debtors
Pursuant to Federal Rule of Bankruptcy Procedure 2004 for
Production of Documents from Financial Technology Partners
LP and FTP Securities LLC [Docket No. 576];
Drafted, reviewed, revised, and finalized Declaration of
Theodore E. Tsekerides in Support of Motion of Debtors
Pursuant to Federal Rule of Bankruptcy Procedure 2004 for
Production of Documents from Financial Technology Partners
LP and FTP Securities LLC [Docket No. 577];
Reviewed and summarized document production related to the
AmEx investigation.; and
Corresponded with FT Partners regarding lack of adequate
production.
c.
Asset Disposition/363 Asset Sales (Task Code 004)
Fees: $107,047.00; Total Hours: 91.20
Reviewed and analyzed documents related to the sale of the
Debtors’ legacy loans, and drafted, reviewed, and revised legacy
loans purchase agreement;
Drafted, reviewed, and revised participation interest sale
agreement;
Researched legal issues in connection with asset sale motions and
plans with sale processes;
Conferred with Weil team and Debtors’ advisors related to the
sale of the Debtors’ legacy loans;
Drafted, reviewed, and revised PPPLF loan transfer agreement;
and
Drafted, reviewed, and revised nondisclosure agreements with
potential purchasers related to legacy loan sale.
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 10 of 17
6
d.
Chapter 11 Plan/Plan Confirmation/Implementation (Task Code 009)
Fees: $578,931.50; Total Hours: 467.50
Drafted, reviewed, and revised Debtors’ (I) Memorandum of Law
in Support of Confirmation of Amended Joint Chapter 11 Plan of
Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated
Debtors and (II) Omnibus Rely to Objections Thereto [Docket
No. 637], including issues surrounding releases;
Drafted, reviewed, and revised Order Confirming Amended Joint
Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a
KServicing) and its Affiliated Debtors [Docket No. 655-1];
Participated on calls with Debtors’ advisors, the U.S. Trustee,
and counsel to various creditors and other stakeholders regarding
the Plan, Plan Supplement, and Confirmation Order;
Responded to Plan-related questions and comments from the
Debtors, the Debtors’ advisors, the U.S. Trustee, the Reserve
Bank, and other stakeholders;
Conducted tax analyses for post-effective date wind down entity;
Drafted, reviewed and revised Plan Supplement documents
[Docket Nos. 561, 611, 630];
Reviewed, analyzed, and responded to objections to confirmation
of the Debtors’ joint chapter 11 plan of liquidation;
Drafted, reviewed, and revised declarations in support of
confirmation of amended joint chapter 11 plan of liquidation
[Docket Nos. 633, 634, 636]; and
Reviewed materials and corresponded with Debtors and Debtors’
advisors and with certain stakeholders regarding the selection of
a wind down officer, and prepared for and conducted wind down
officer interviews.
e.
Corporate Governance / Securities (Task Code 010)
Fees: $109,152.50; Total Hours: 86.70
Prepared materials and presentations for Board meetings
regarding the chapter 11 cases;
Attended the Debtors’ Board meetings regarding the chapter 11
cases and prepared minutes thereof;
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 11 of 17
7
Corresponded with the Board and its counsel to provide regular
updates and answer questions therefrom; and
Corresponded with the Board’s counsel regarding critical
updates and ongoing workstreams to, among other things, avoid
duplication of services.
f.
Disclosure Statement / Solicitation / Voting (Task Code 013)
Fees: $43,742.50; Total Hours: 46.90
Drafted, reviewed, revised, and finalized Debtors’ Objection for
Temporary Disallowance of Claims Filed by Cole Ratias Solely
for Voting Purposes [Docket No. 536];
Corresponded with claims agent regarding voting and
solicitation;
Corresponded with creditors and other stakeholders regarding
voting stipulations; and
Drafted, reviewed, revised, and finalized voting stipulations and
related orders disallowing certain claims solely for voting
purposes [Docket Nos. 537, 538].
g.
General Case Strategy (incl. Team and Client Calls) (Task Code 017)
Fees: $113,345.50; Total Hours: 92.20
Communicated with the Debtors, members of the various Weil
teams, and other advisors regarding case strategy, pending and
upcoming matters, filings, key dates, and deadlines;
Participated on regular update calls with the Debtors and their
other advisors regarding chapter 11 cases process, strategy,
priority workstreams, and timeline;
Drafted, reviewed, and revised internal trackers of workstreams
and critical dates; and
Drafted, reviewed, and revised calendar and communications
identifying key workstreams and matters for the upcoming week
for KServicing management.
h.
Non-Bankruptcy Litigation (incl. CUBI Dispute) (Task Code 021)
Fees: $149,430.50; Total Hours: 109.00
Drafted, reviewed, and revised Debtors’ Reply in Further
Support of Motion of Debtors for Entry of an Order Enforcing
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 12 of 17
8
the Settlement Order and the Settlement Agreement Between
KServicing and Customers Bank [Docket No. 670].
Corresponded with the Debtors and the Debtors’ advisors
regarding the Customers Bank settlement payment dispute;
Researched and analyzed issues related to Customers Bank
settlement payment dispute;
Researched and analyzed complaint filed by putative class action
plaintiffs in Carr et al. v. Kabbage, Inc. Case No. 22-cv-02149
(N.D. Ga. Mar. 30, 2022);
Sought discovery and responded to discovery requests related to
the Customers Bank settlement payment dispute; and
Attended numerous discovery meet and confers with counsel to
Customers Bank.
i.
Retention/Fee Applications: Weil (Task Code 027)
Fees: $31,417.00; Total Hours: 33.90
Drafted, reviewed, and revised Summary of Fourth Monthly Fee
Statement of Weil, Gotshal & Manges LLC for Payment of
Compensation and Reimbursement of Expenses for Period
January 1, 2022 Through January 31, 2022;
Drafted, reviewed, revised, and finalized First Interim
Application of Weil, Gotshal & Manges LLP for Payment of
Compensation and Reimbursement of Expenses for Period
October 3, 2022 Through December 31, 2022 [Docket No. 530];
Reviewed fee invoices for compliance with United States Trustee
guidelines; and
Drafted, reviewed, and revised monthly budget for February.
j.
Settlements (including 9019 matters) (Task Code 029)
Fees: $102,797.50; Total Hours: 69.10
Corresponded with the Debtors and the Debtors’ advisors,
creditors, and other stakeholders regarding settlement proposals
with various parties;
Drafted, reviewed, and revised settlement proposal for the U.S.
Small Business Administration, the U.S. Department of Justice,
and Cross River Bank;
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 13 of 17
9
Analyzed and researched related to claims held by the U.S.
Department of Justice; and
Drafted 9019 motions related to settlements with governmental
entities and Cross River Bank.
k.
Servicing Transfer (Task Code 035)
Fees: $112,887.00; Total Hours: 77.00
Corresponded with Weil team, the Debtors, and various parties
regarding the loan servicing transition plan;
Reviewed and analyzed documents and correspondence related
to the transitioning of the Debtors’ loan servicing obligations;
Discussed and conferred with Weil team, the Debtors, CUBI,
CRB, the Reserve Bank, and AmEx regarding servicing
documents in AmEx’s control and/or possession;
Drafted, reviewed, and revised loan servicing transition plan and
updates for each alternative servicer; and
Prepared for and attended KServicing transition task force
working group meetings.
13.
The foregoing professional services performed by Weil were necessary and
appropriate to the administration of these Chapter 11 Cases and were in the best interests of the
Debtors’ estates and their stakeholders. Compensation for the foregoing services as requested is
commensurate with the complexity, importance, and nature of the problems, issues, and tasks
involved. The professional services were performed skillfully and efficiently.
Actual and Necessary Disbursements
14.
Weil requests allowance of actual and necessary expenses incurred during
the Fee Period in the aggregate amount of $13,426.43. Annexed hereto as Exhibit B is a list of
Weil’s itemized actual and necessary expenses. Weil’s disbursement policies pass through all out-
of-pocket expenses at actual cost or an estimated actual cost when the actual cost is difficult to
determine. For example, with respect to duplication charges, Weil charges $0.10 per black and
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 14 of 17
10
white page and $0.50 per color page because the actual cost is difficult to determine. Similarly, as
it relates to computerized research, Weil believes that it does not make a profit on that service as
a whole, although the cost of any particular search is difficult to ascertain. Other reimbursable
expenses (whether the service is performed by Weil in-house or through a third-party vendor)
include, but are not limited to, overtime meals, deliveries, travel, and local transportation.
Reservation of Rights
15.
To the extent time or disbursement charges for services rendered or
disbursements incurred relate to the Fee Period but were not processed prior to the preparation of
this Fee Statement, or Weil has for any other reason not sought compensation or reimbursement
of expenses herein with respect to any services rendered or expenses incurred during the Fee
Period, Weil reserves the right to request additional compensation for such services and
reimbursement of such expenses in a future fee statement.
Notice
16.
Notice of this Fee Statement will be provided in accordance with the Interim
Compensation Order on the Fee Notice Parties (as defined in the Interim Compensation Order).
No further notice is required.
[Remainder of Page Intentionally Left Blank]
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 15 of 17
WHEREFORE Weil respectfully requests (a) interim allowance of compensation
for professional services rendered to the Debtors during the Fee Period in the amount of
$1,559,369.00 for actual and necessary costs, and for expenses incurred by Weil during the Fee
Period in the amount of $13,426.43; (b) that, in accordance with the Interim Compensation Order,
the Debtors pay Weil a total of $1,260,921.63 consisting of $1,247,495.20 (representing 80% of
the total amount of fees allowed) and $13,426.43 (representing 100% of the expenses allowed), if
no objections are timely filed and Weil files a certificate of no objection with the Court in
accordance with the Interim Compensation Order; (c) that the interim allowance of such
compensation for professional services rendered and reimbursement of actual and necessary
expenses incurred be without prejudice to Weil’s right to seek such further compensation for the
full value of services performed and expenses incurred; and (d) that the Court grant Weil such
other and further relief as is just.
Dated: March 29, 2023
New York, New York
/s/ Candace M. Arthur
WEIL, GOTSHAL & MANGES LLP
Ray C. Schrock, P.C. (admitted pro hac vice)
Candace M. Arthur (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
natasha.hwangpo@weil.com
chase.bentley@weil.com
Attorneys for Debtors and Debtors in Possession
Case 22-10951-CTG Doc 738 Filed 03/29/23 Page 16 of 17
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
------------------------------------------------------------ x
:
In re
:
Chapter 11
:
KABBAGE, INC. d/b/a KSERVICING, et al., :
Case No. 22-10951 (CTG)
:
:
Debtors.1
:
(Jointly Administered)
:
------------------------------------------------------------ x
DECLARATION OF CANDACE M. ARTHUR
I, Candace M. Arthur, hereby declare the following under penalty of perjury:
1.
I am a member with the applicant firm, Weil, Gotshal & Manges LLP
(“Weil” or the “Firm”), and have been admitted to appear before this Court, by order dated
October 4, 2022 [Docket No. 29].
2.
I have personally performed many of the legal services rendered by Weil as
counsel to the Debtors and am thoroughly familiar with the other work performed on behalf of the
Debtors by the lawyers, paraprofessionals, and other non-legal staff in the Firm.
3.
I have reviewed the foregoing Fee Statement, and the facts set forth therein
are true and correct to the best of my knowledge, information and belief. Moreover, I have
reviewed Local Rule 2016-2 and submit that the Fee Statement complies with such rule.
Dated: March 29, 2023
New York, New York
/s/ Candace M. Arthur
Candace M. Arthur
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 738 Filed 03/29/23 Page 17 of 17