Debtors’ Motion For Entry Of An Order Authorizing
Summary
A motion filed March 9, 2023 as Doc 639 by the debtors in In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), jointly administered Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. The debtors ask for an order allowing their confirmation brief supporting the Amended Joint Chapter 11 Plan of Liquidation, filed as Docket No. 637, to exceed the sixty (60) page limit of Local Rule 3017-3. The motion states the brief is approximately 111 pages and responds to five (5) objections and one (1) joinder, with the confirmation hearing set for March 13, 2023. It argues the length is needed to address the objections, and is signed by Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP as counsel for the debtors.
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Case 22-10951-CTG Doc 639 Filed 03/09/23 Page 1 of 5
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
------------------------------------------------------------ x
:
In re : Chapter 11
:
KABBAGE, INC. d/b/a KSERVICING, et al., : Case No. 22-10951 (CTG)
:
1 (Jointly Administered)
Debtors. :
:
Re: Docket Nos. 466, 548, 590, 591, 592, 593,
: 594, 627 & 637
------------------------------------------------------------ x
DEBTORS’ MOTION FOR ENTRY OF AN ORDER AUTHORIZING
THE DEBTORS TO EXCEED THE PAGE LIMIT REQUIREMENT
WITH RESPECT TO THE DEBTORS’ CONFIRMATION BRIEF
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”), respectfully
represent as follows in support of this motion (this “Motion”):
Relief Requested
1. By this Motion, the Debtors seek entry of an order authorizing the Debtors
to exceed the page limit requirements established by Rule 3017-3 of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the
“Local Rules”) with respect to the 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 Reply to Objections Thereto [Docket No. 637]
(the “Confirmation Brief”).
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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.
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Case 22-10951-CTG Doc 639 Filed 03/09/23 Page 2 of 5
2. A proposed form of order granting the relief requested herein is annexed
hereto as Exhibit A (the “Proposed Order”).
Jurisdiction and Venue
3. 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). Pursuant to Rule 9013-1(f) of the Local Rules, the Debtors consent
to the entry of a final order by the Court in connection with this Motion to the extent 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. Venue is proper before the Court
pursuant to 28 U.S.C. §§ 1408 and 1409.
Background
4. On January 19, 2023, the Debtors filed the solicitation version of the
Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its
Affiliated Debtors [Docket No. 466].
5. Contemporaneously herewith, the Debtors filed a revised version of the
Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing) and its
Affiliated Debtors [Docket No. 627] (with all schedules and exhibits thereto, and as may be
amended, supplemented, or modified from time to time, the “Plan”). A hearing to consider
confirmation of the Plan is scheduled to commence on March 13, 2023 at 10:00 a.m. (Prevailing
Eastern Time) (the “Confirmation Hearing”).
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6. The Debtors have received five (5) objections to the confirmation of the
Plan and one (1) joinder to an objection filed (collectively, the “Objections,” and the parties filing
such Objections, the “Objecting Parties”). See Docket Nos. 548, 590, 591, 592, 593, and 594.2
7. In connection with the Plan, contemporaneously herewith the Debtors have
filed their Confirmation Brief. As filed, the Confirmation Brief is approximately 111 pages
(exclusive of any tables, exhibits, addenda, or other supporting materials in accordance with Local
Rule 3017-3) and provides affirmative arguments in support of the Plan and also addresses and
responds to the Objections.
Basis for Relief Requested
8. Local Rule 3017-3 provides, in relevant part, that “[i]n all chapter 11 cases,
without leave of the Court[] . . . no brief in support of approval of a disclosure statement or
confirmation of a plan . . . shall exceed sixty (60) pages (exclusive of any tables, exhibits, addenda
or other supporting materials).” Del. Bankr. L.R. 3017-3. Additionally, Local Rule 1001-1(c)
provides that the Local Rules “may be modified by the Court in the interest of justice.” Del. Bankr.
L.R. 1001-1(c). Accordingly, briefs such as the Confirmation Brief may exceed the applicable
page limit requirements with leave of Court.
9. The Debtors respectfully submit that their request to exceed the page
limitation set forth in Local Rule 3017-3 is reasonable and appropriate under the circumstances.
The Confirmation Brief describes in detail the Plan and the requirements for confirmation,
responds to the Objections, and summarizes the status of the Objections and the Debtors’ responses
thereto. While the Debtors have made the Confirmation Brief as succinct as possible under the
2
In addition to the Objections, certain other parties provided informal comments with respect to confirmation of the
Plan.
3
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circumstances, they cannot effectively respond to the complex and wide range of issues raised in
the Objections or provide the Court with the information necessary for a full and fair adjudication
of the matters presented without exceeding the page limits established by Local Rule 3017-3.
Additionally, the Debtors believe that the Confirmation Brief will help streamline the Court’s
review of the parties’ arguments prior to the Confirmation Hearing and oral argument at the
Confirmation Hearing because the Confirmation Brief highlights and responds to the precise issues
raised by the Objections. Accordingly, the Debtors submit that there is more than ample
justification for the relief requested herein.
Notice
10. Notice of this Motion will be provided to (a) the Office of the United States
Trustee for the District of Delaware; (b) the holders of the 30 largest unsecured claims against the
Debtors on a consolidated basis; (c) the Federal Reserve Bank; (d) Customers Bank; (e) Cross
River Bank; (f) the United States Department of Justice; (g) the Federal Trade Commission; (h) the
Small Business Administration; (i) the Internal Revenue Service; (j) the Securities and Exchange
Commission; (k) the United States Attorney’s Office for the District of Delaware; and (l) any party
that is entitled to notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”).
The Debtors believe that no further notice is required.
[Remainder of page intentionally left blank]
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Conclusion
WHEREFORE, for the reasons set forth herein, the Debtors respectfully request
that the Court enter the Proposed Order, granting the relief requested in this Motion and such other
and further relief as may be just and proper.
Dated: March 9, 2023
Wilmington, Delaware
/s/ Matthew P. Milana
RICHARDS, LAYTON & FINGER, P.A.
Daniel J. DeFranceschi (No. 2732)
Amanda R. Steele (No. 5530)
Zachary I. Shapiro (No. 5103)
Matthew P. Milana (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)
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
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