Full text
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EXHIBIT A
Proposed Order
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
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In re
:
Chapter 11
:
KServicing Wind Down Corp., et al.,
:
Case No. 22-10951 (CTG)
:
:
(Jointly Administered)
Post-Confirmation Debtors.1
:
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Re: Docket Nos. 914, 915, 916, 917, 918 & 919
OMNIBUS ORDER AWARDING FINAL
ALLOWANCE OF COMPENSATION FOR SERVICES
RENDERED AND REIMBURSEMENT OF EXPENSES
Upon consideration of the final applications (each a “Final Fee Application” and,
collectively, the “Final Fee Applications”) of those professionals listed on Exhibit A attached
hereto (each an “Applicant” and, collectively, the “Applicants”), pursuant to sections 330(a) and
331 of title 11 of the United States Code, rule 2016 of the Federal Rules of Bankruptcy Procedure,
and rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware, for the final allowance of certain fees, including
all holdbacks, and expenses incurred during the periods set forth on Exhibit A attached hereto (the
“Compensation Period”), filed pursuant to the Order Establishing Procedures for Interim
Compensation and Reimbursement of Expenses of Professionals, entered October 21, 2022
[Docket No. 136] (the “Interim Compensation Order”), the Amended Joint Chapter 11 Plan 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: KServicing Wind Down Corp. (f/k/a Kabbage, Inc. d/b/a KServicing) (3937); KServicing
Wind Down Canada Holdings LLC (f/k/a Kabbage Canada Holdings, LLC) (N/A); KServicing Wind Down Asset
Securitization LLC (f/k/a Kabbage Asset Securitization LLC) (N/A); KServicing Wind Down Asset Funding 2017-
A LLC (f/k/a Kabbage Asset Funding 2017-A LLC) (4803); KServicing Wind Down Asset Funding 2019-A LLC
(f/k/a Kabbage Asset Funding 2019-A LLC) (8973); and KServicing Wind Down Diameter LLC (f/k/a Kabbage
Diameter, LLC) (N/A). The Debtors’ mailing and service address is 925B Peachtree Street NE, Suite 383, Atlanta,
GA 30309.
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Liquidation of Kabbage, Inc. (d/b/a KServicing) and its Affiliated Debtors [D.I. 627] (the “Plan”),2
and the Order Confirming Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a
KServicing) and its Affiliated Debtors [D.I. 680], and the Court having reviewed the Final Fee
Applications and finding that: (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C.
§§ 157 and 1334; (b) notice of the Final Fee Applications was adequate under the circumstances;
and (c) all persons with standing have been afforded the opportunity to be heard on the Final Fee
Applications; and upon the full record of all proceedings in this case; and sufficient cause having
been shown therefor, IT IS HEREBY ORDERED THAT:
1.
Each Final Fee Application is GRANTED and APPROVED as set forth herein.
2.
Each of the Applicants is allowed compensation on a final basis for services
rendered during the Compensation Period, in the respective amounts set forth on the attached
Exhibit A under the columns labeled “Final Fees Approved” and “Final Expenses Approved”,
respectively.
3.
To the extent not already paid pursuant to the Interim Compensation Order, subject
to the terms of the Plan, each Applicant shall be paid one-hundred percent (100%) of the fees and
one-hundred percent (100%) of the expenses listed on the attached Exhibit A under the columns
labeled “Final Fees Approved” and “Final Expenses Approved”, respectively, that have not yet
been paid in satisfaction of the allowed fees and expenses, for services rendered and expenses
incurred during the Compensation Period.
4.
This Order shall be deemed a separate order with respect to each of the Final Fee
Applications. Any stay of this Order pending appeal with respect to any one Applicant shall only
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
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apply to the particular Applicant that is the subject of such appeal, and shall not operate to stay the
applicability and/or finality of this Order with respect to any other of the Applicants.
5.
This Court shall retain jurisdiction over all matters arising from or related to the
interpretation or implementation of this Order.
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EXHIBIT A
Final Fee Applications
In re: KServicing Wind Down Corp., et al.
Case No. 22-10951 (CTG)
Applicant, Docket
No. of Application &
Applicant’s Role in
Cases
Final
Compensation
Period
Total Fee
Amount
Requested on a
Final Basis
Total Expense
Amount
Requested on a
Final Basis
Final Fees
Approved
Final Expenses
Approved
Richards, Layton &
Finger, P.A.
[D.I. 914]
Co-Counsel to the
Debtors
10/3/22 – 6/20/23
$2,083,233.00
$53,053.36
$2,081,377.001, 2
$53,053.361
AlixPartners, LLP
[D.I. 915]
Financial Advisor to
the Chapter 11
Debtors
10/3/22 – 6/20/23
$4,164,322.25
$30,962.60
$4,164,322.25
$30,962.60
Jones Day
[D.I. 916]
Special Counsel to the
Debtors
10/3/22 – 6/20/23
$335,542.50
$241,372.90
$335,542.50
$241,372.90
1 The Final Fee Application filed by Richards, Layton & Finger, P.A. (“RL&F”) included Estimated Amounts for the Estimated Period (each as defined therein). To the extent the
Estimated Amounts are ultimately not used in satisfaction of fees and expenses incurred by RL&F, any unused amounts shall be paid to the Wind Down Estates in accordance with
the terms of the Plan.
2 The Final Fees Approved for RL&F include an agreed reduction of $1,856.00 from the Total Fee Amount Requested on a Final Basis.
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Applicant, Docket
No. of Application &
Applicant’s Role in
Cases
Final
Compensation
Period
Total Fee
Amount
Requested on a
Final Basis
Total Expense
Amount
Requested on a
Final Basis
Final Fees
Approved
Final Expenses
Approved
Greenberg Traurig,
LLP
[D.I. 917]
Special Counsel to the
Board of Directors of
Kabbage, Inc. d/b/a
KServicing
10/3/22 – 6/20/23
$475,895.00
$411.25
$475,895.00
$411.25
Omni Agent
Solutions, Inc.
[D.I. 918]
Administrative Agent
10/3/22 – 6/20/23
$59,056.85
$0.00
$59,056.85
$0.00
Weil, Gotshal &
Manges LLP
[D.I. 919]
Attorneys for Debtors
10/3/22 – 6/20/23
$11,020,968.50
$72,043.36
$11,020,968.50
$72,043.36
Weil
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