Second Supplemental Declaration of Deborah Rieger-Paganis of AlixPartners, LLP, In re Kabbage, Inc. (Doc 788, 04/24/23)

Summary

In the United States Bankruptcy Court District of Delaware, In re Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), Doc 788 filed 04/24/23 is the Second Supplemental Declaration of Deborah Rieger-Paganis, Managing Director of AlixPartners, LLP, under 28 U.S.C. § 1746. It supplements her original declaration dated October 4, 2022 and a first supplemental declaration dated October 20, 2022 with disclosures of AlixPartners connections to parties including Amazon Webservices, American Express Kabbage Inc. and its affiliates (described as vendors to AP), Credit Suisse, the Federal Reserve Bank of San Francisco and Ernst & Young LLP. The declaration states that AlixPartners does not believe the supplemental disclosures impact its disinterestedness. It is dated April 24, 2023 and signed /s/ Deborah Rieger-Paganis.

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                Case 22-10951-CTG               Doc 788          Filed 04/24/23      Page 1 of 5




                             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

                     SECOND SUPPLEMENTAL DECLARATION OF
                  DEBORAH RIEGER-PAGANIS OF ALIXPARTNERS, LLP

        Pursuant to 28 U.S.C. § 1746, I, Deborah Rieger-Paganis, state under penalty of perjury,

that:

        1.       I am a Managing Director of AlixPartners, LLP (“AlixPartners”), which has a

place of business at 909 Third Avenue, Floor 30, New York, New York 10022.

        2.       Except as otherwise noted, I have personal knowledge of the matters set forth herein

and, if called as a witness, would testify competently thereto.

        3.       I submit this supplemental declaration in the cases of the above-captioned debtors

(collectively, the “Debtors”) to supplement the disclosures set forth in my original declaration

dated October 4, 2022 [ECF No. 16] (the “Original Declaration”) and my first supplemental

declaration dated October 20, 2022 [ECF No. 124].




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 788        Filed 04/24/23         Page 2 of 5




        4.        Unless otherwise noted, references to AP below collectively refer to AlixPartners,

AP Holdings and each of their respective subsidiaries. AlixPartners would like to disclose the

following:

    •   Amazon Webservices, a top creditor to the Debtors, and affiliates, are related parties to a
        former AP client in matters unrelated to the Debtors.

    •   American Express Kabbage Inc. and American Express Travel Related Services, top
        creditors, vendors, contract counterparties, and director-affiliated companies to the
        Debtors, and affiliates (“AmEx”), are vendors to AP. AP’s vendor relationship with AmEx
        includes an incentive program based on value, but is not attributable to any particular
        person or any specific purchases.

    •   Corporation Service Company (CSC), a contract counterparty, UCC lien search party and
        director-affiliated company to the Debtors, is a lienholder to a current AP client in matters
        unrelated to the Debtors.

    •   Credit Suisse, a contract counterparty and lender/noteholder/agent/indenture trustee to the
        Debtors, and affiliates, are GSS clients. 2

    •   Dentons US LLP, a top creditor and professional to the Debtors, and affiliates, are former
        employers of current AP employees.

    •   DocuSign, a contract counterparty to the Debtors, is a professional to a current AP client
        in matters unrelated to the Debtors.

    •   Electrolux AB, a director-affiliated company to the Debtors, and affiliates, are litigation
        parties to a current AP client in matters unrelated to the Debtors.

    •   Endurance American Insurance Company and Endurance International Group, Inc.,
        insurance providers and contract counterparties to the Debtors, and affiliates, are lenders
        to a current AP client in matters unrelated to the Debtors.

    •   Ernst & Young LLP, a contract counterparty to the Debtors, and affiliates, are tax advisors
        to AP.



2
    AlixPartners formed and currently holds a majority and controlling ownership interest in GSS UK Holdings
    Limited (“GSS”). GSS and its subsidiaries developed a regulatory technology platform to provide global,
    centralized sanctions screening services to financial institutions. Various Investors, including certain AlixPartners
    managing directors and Board members, hold minority ownership interests in GSS. AlixPartners currently has a
    majority of the seats on the board of directors of GSS. GSS does not share office space or IT systems with
    AlixPartners, but does share certain employees and services such as finance systems. The names of GSS’s
    investors and customers (but not its vendors and employees) are loaded into the database where AlixPartners’
    connections are stored and are disclosed as part of the disclosure process described herein.


                                                           2

          Case 22-10951-CTG          Doc 788      Filed 04/24/23     Page 3 of 5




•   Federal Credit Union, a significant customer to the Debtors, and affiliates, are lenders,
    lessees, lessors, and adverse litigation parties to current and former AP clients in matters
    unrelated to the Debtors.

•   Federal Reserve and Federal Reserve Bank of San Francisco, contract counterparties, top
    creditors, governmental regulatory agencies and UCC lien search parties to the Debtors,
    and affiliates, are former employers of a current AP employee.

•   First National Bank of Syracuse, a contract counterparty to the Debtors, and affiliates
    (“First National”) are shareholders to a current AP client in matters unrelated to the
    Debtors. First National is a current AP client in matters unrelated to the Debtors.

•   Fortis Advisors, LLC and Fortis Private Bank, contract counterparties to the Debtors, and
    affiliates, are lenders to current and former AP clients in matters unrelated to the Debtors.

•   GoDaddy.com, LLC, a contract counterparty to the Debtors, is a former employer of a
    current AP employee.

•   Greenberg Traurig, LLP, counsel to a litigation counterparty to the Debtors, is a current
    AP client in matters unrelated to the Debtors.

•   Guggenheim Securities, LLC, a contract counterparty and lender/noteholder/
    agent/indenture trustee to the Debtors, and affiliates (“Guggenheim”) are parent
    companies to a former AP client in matters unrelated to the Debtors. Guggenheim is a
    current AP client in matters unrelated to the Debtors. Guggenheim is a vendor to AP.

•   Jones Day, a contract counterparty, top creditor, and professional to the Debtors, is
    opposing counsel to a current AP client in matters unrelated to the Debtors.

•   JP Morgan Chase Bank, N.A., a litigation counterparty to the Debtors, and affiliates, are
    related parties to a current AP client in matters unrelated to the Debtors.

•   Kaiser Permanente, a benefits provider to the Debtors, is a former employer of a current
    AP employee.

•   LexisNexis Risk Solutions FL Inc., a contract counterparty to the Debtors, and affiliates,
    are GSS clients.

•   Lincoln Property Company, a landlord to the Debtors, is a lessor to current and former AP
    clients in matters unrelated to the Debtors.

•   Macquarie, a contract counterparty and lender/noteholder/agent/indenture trustee to the
    Debtors, and affiliates, are parent companies to current and former AP clients in matters
    unrelated to the Debtors.

•   Marsh USA Inc., an insurance provider to the Debtors, and affiliates (“Marsh”) were
    members of the official committee of unsecured creditors that retained AP in Altera


                                             3

          Case 22-10951-CTG          Doc 788      Filed 04/24/23     Page 4 of 5




    Infrastructure L.P., a former bankruptcy matter unrelated to the Debtors. Marsh is a former
    employer of a current AP employee.

•   MasterCard International Incorporated, a contract counterparty to the Debtors, and
    affiliates, are lessees to a current AP client in matters unrelated to the Debtors.

•   Microsoft, a top creditor to the Debtors, is a shareholder to a current AP client in matters
    unrelated to the Debtors.

•   New York Life (f/k/a Cigna), a benefits provider to the Debtors, and affiliates (“New York
    Life/Cigna”) are related parties and professionals to current and former AP clients in
    matters unrelated to the Debtors. New York Life/Cigna is an insurance provider to AP.

•   New York State Department of Finance, a taxing authority to the Debtors, is a current AP
    client in matters unrelated to the Debtors.

•   Prospera Credit Union, a contract counterparty to the Debtors, and affiliates, are
    shareholders to a current AP client in matters unrelated to the Debtors.

•   Provident Bank and Provident Investment Realty, LLC, contract counterparties and
    significant customers to the Debtors, and affiliates, are bondholders and lenders to current
    and former AP clients in matters unrelated to the Debtors.

•   Redwood Growth Capital, LLC, a contract counterparty to the Debtors, and affiliates, are
    bondholders, adverse litigation parties, and lenders to current and former AP clients in
    matters unrelated to the Debtors.

•   Salesforce and Salesforce.com, contract counterparties and vendors to the Debtors, and
    affiliates, are related parties to a former AP client in matters unrelated to the Debtors.

•   Sompo Pro, an insurance provider and contract counterparty to the Debtors, and affiliates,
    are current AP clients in matters unrelated to the Debtors.

•   UnitedHealthcare, UnitedHealthcare Dental and UnitedHealthcare of California, benefits
    providers to the Debtors, and affiliates, are lienholders and lenders to current AP clients in
    matters unrelated to the Debtors.

•   Walker Morris, a contract counterparty to the Debtors, is counsel to current and former AP
    clients in matters unrelated to the Debtors.

•   Weil, Gotshal & Manges LLP (“Weil”) is a professional to the Debtors. A co-chair of the
    restructuring department and member of the management committee at Weil is the father
    of a current AP employee.

•   Willis Towers Watson US LLC, a vendor to the Debtors, and affiliates, are current AP
    clients in matters unrelated to the Debtors.



                                              4

               Case 22-10951-CTG        Doc 788     Filed 04/24/23     Page 5 of 5




   •   Windham Brannon, a professional to the Debtors, is a vendor to AP.

       5.      AlixPartners does not believe that the supplemental disclosures above impact its

disinterestedness. I continue to reserve the right to supplement AlixPartners’ disclosures in the

event that AlixPartners learns of any additional connections that require disclosure. If any new

material relevant facts or relationships are discovered or arise, AlixPartners will promptly file a

supplemental declaration pursuant to Bankruptcy Rule 2014(a).

       I declare under penalty of perjury pursuant to 28 U.S.C. §1746 that the foregoing is true

and correct.


Dated: April 24, 2023                            AlixPartners, LLP
       New York, NY

                                                 /s/ Deborah Rieger-Paganis
                                                 Deborah Rieger-Paganis
                                                 Managing Director




                                                5

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