Second Motion of Debtors — Case 22-10951-CTG, Doc 796
Summary
The Second Motion of Debtors pursuant to 11 U.S.C. § 1121(d) for entry of an order extending the Debtors' exclusive periods, Doc 796, dated April 28, 2023, in the Chapter 11 cases of Kabbage, Inc. d/b/a KServicing, et al., Case No. 22-10951 (CTG), in the United States Bankruptcy Court for the District of Delaware. The Debtors request extension of the exclusive periods through and including July 31, 2023 and October 2, 2023, respectively, noting that the Court entered the confirmation order on March 15, 2023. They state that an earlier extension order was entered on February 15, 2023. The motion lists an objection deadline of May 12, 2023 and a hearing date of May 25, 2023, and is signed /s/ Matthew P. Milana.
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“Second Motion of Debtors — Case 22-10951-CTG, Doc 796.”
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Case 22-10951-CTG Doc 796 Filed 04/28/23 Page 1 of 15
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)
:
: Obj. Deadline: May 12, 2023, at 4:00 p.m. (ET)
: Hearing Date: May 25, 2023, at 10:00 a.m. (ET)
------------------------------------------------------------ x
SECOND MOTION OF DEBTORS PURSUANT TO
11 U.S.C. § 1121(d) FOR ENTRY OF AN ORDER (I) EXTENDING
THE DEBTORS’ EXCLUSIVE PERIODS AND (II) GRANTING RELATED RELIEF
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 (the “Motion”):2
Preliminary Statement
1. After months of hard work and extensive negotiations with their key
stakeholders, on March 15, 2023, the Debtors achieved a significant milestone when this 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] (the “Confirmation Order”),
confirming the Amended Joint Chapter 11 Plan of Liquidation of Kabbage, Inc. (d/b/a KServicing)
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.
2
Capitalized terms used in this Motion but not defined herein shall have the meanings ascribed to such terms in the
Plan (as defined herein) or the First Day Declaration (as defined herein), as applicable.
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and its Affiliated Debtors [Docket No. 627] (the “Plan”). Following confirmation of the Plan, the
Debtors have been focused on transitioning their loan servicing obligations, a process which is
near completion, to facilitate the wind down of their business in accordance with the terms of the
Plan.
2. Although the Debtors are confident that they will be able to satisfy all of the
conditions precedent for the effective date of the Plan (the “Effective Date”) to occur within the
next few weeks, given the complexities of the transition of the Debtors’ loan servicing obligations,
including external factors such as third-party cooperation that are outside of the Debtors’ control
and impact the timing of emergence, in an abundance of caution, the Debtors are seeking an
additional 90-day extension of the exclusive periods under title 11 of the United States Code (the
“Bankruptcy Code”) to file a chapter 11 plan (the “Exclusive Filing Period”) and to solicit
acceptance thereof (the “Exclusive Solicitation Period” and together with the Exclusive Filing
Period, the “Exclusive Periods”). The Debtors respectfully submit that it is reasonable and
appropriate to afford them the limited extension of their Exclusive Periods as they continue to
work towards implementing the Plan in an orderly manner.
Jurisdiction
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 of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware (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
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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 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.
5. Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the
“Bankruptcy Rules”), the Chapter 11 Cases are being jointly administered under the above
captioned case.
6. 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 the Chapter 11 Petitions and First-Day
Pleadings [Docket No. 13] (the “First Day Declaration”).
7. On February 15, 2023, the Court entered the Order (I) Extending the
Debtors’ Exclusive Periods, and (II) Granting Related Relief [Docket No. 539], granting the
Debtors’ first request for a 90-day extension of the Exclusive Periods to May 1, 2023 and July 3,
2023, respectively.
8. On March 15, 2023, the Court entered the Confirmation Order, confirming
the Plan. The Debtors expect the Effective Date to occur in the next few weeks.
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Relief Requested
9. Section 1121(b) of the Bankruptcy Code provides for an initial period of
120 days after the commencement of a chapter 11 case during which a debtor has the exclusive
right to file a chapter 11 plan. See 11 U.S.C. § 1121(b) (“Except as otherwise provided in this
section, only the debtor may file a plan until after 120 days after the date of the order for relief
under this chapter.”). Section 1121(c)(3) of the Bankruptcy Code provides that if a debtor files a
plan within the 120-day Exclusive Filing Period, it has a 180-day period from its petition date to
solicit acceptance of its plan. 11 U.S.C. § 1121(c)(3). Section 1121(d) of the Bankruptcy Code
permits the Bankruptcy Court to extend the Exclusive Periods for “cause”.
10. By this Motion, pursuant to section 1121(d) of the Bankruptcy Code, the
Debtors request entry of an order (i) extending their Exclusive Periods through and including July
31, 2023 and October 2, 2023, respectively, without prejudice to the Debtors’ right to seek
additional extensions of such periods, and (ii) granting related relief.
11. A proposed form of order granting the relief requested herein is attached
hereto as Exhibit A (the “Proposed Order”).
Basis for Relief
12. Pursuant to section 1121(d) of the Bankruptcy Code, the Court may extend
the Exclusive Periods “for cause”, and debtors may seek extensions of the Exclusive Periods at
any time before their expiration.3 See 11 U.S.C. § 1121(d) (“[O]n the request of a party in interest
made within the respective periods specified in subsections (b) and (c) of this section and after
notice and a hearing, the court may for cause reduce or increase the 120-day period or the 180-day
3
The Debtors’ current Exclusive Filing Period and Exclusive Solicitation Period are set to expire on May 1, 2023,
and July 3, 2023, respectively. This Motion was filed prior to the expiration of the Debtors’ current Exclusive
Periods; accordingly, such periods are automatically extended until the Court has an opportunity to consider the
relief requested in this Motion. See Local Rule 9006-2.
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period referred to in this section.”); see also Local Rule 9006-2 (“[I]f a motion to extend the time
to take any action is filed before the expiration of the period prescribed by the [Bankruptcy Code,
Bankruptcy Rules, Local Rules] or Court order, the time shall automatically be extended until the
Court acts on the motion, without the necessity for the entry of a bridge order.”); In re Matter of
CPM Energy Sys., Inc., 103 B.R. 508, 508 (Bankr. D. Del. 1989) (noting that an extension request
made on the 119th day of the original 120–day period established by statute was timely).
13. The Bankruptcy Code neither defines the term “cause” for purposes of
section 1121(d) nor establishes formal criteria for an extension of the Exclusive Periods. The
legislative history of section 1121 of the Bankruptcy Code indicates, however, that “cause” is
intended to be a flexible standard to balance the competing interests of a debtor and its creditors.
See H.R. Rep. No. 95-595, at 231-32 (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 6191 (noting
that Congress intended to give bankruptcy courts great flexibility to protect a debtor’s interests by
allowing a debtor an unimpeded opportunity to negotiate settlement of debts without interference
from other parties in interest).
14. In exercising its broad discretion to determine whether “cause” exists,
courts are often guided by a variety of factors. In re Adelphia Commc’ns Corp., 352 B.R. 578,
587 (Bankr. S.D.N.Y. 2006) (identifying nine factors courts have relied on in determining whether
cause exists to extend or terminate exclusivity); see also In re McLean Indus., Inc., 87 B.R. 830,
834 (Bankr. S.D.N.Y. 1987) (identifying factors used by courts to determine whether cause exists
to extend exclusivity); see also In re Express One, 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996)
(identifying all of the nine factors as relevant in determining whether cause exists to extend
exclusivity); see also In re United Press Int’l, Inc., 60 B.R. 265, 269 (Bankr. D.D.C. 1986) (holding
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that the debtor showed cause to extend the debtor’s Exclusive Periods based upon certain of the
nine factors). Those factors include, without limitation:
i. the size and complexity of the debtor’s case;
ii. the necessity for sufficient time to permit the debtor to negotiate a chapter
11 plan and prepare adequate information;
iii. the existence of good faith progress towards reorganization;
iv. the fact that the debtor is paying its bills as they become due;
v. whether the debtor has demonstrated reasonable prospects for filing a viable
plan;
vi. whether the debtor has made progress in negotiations with its creditors;
vii. the amount of time which has elapsed in the case;
viii. whether the debtor is seeking an extension of exclusivity in order to pressure
creditors to submit to the debtor’s reorganization demands; and
ix. whether an unresolved contingency exists.
15. While the above are relevant factors that courts have historically considered
in determining whether to extend a debtor’s Exclusive Periods, it is well established that not all of
the factors are relevant in every case, and a finding that any one of the factors exist may justify
extending a debtor’s Exclusive Periods. See In re Express One Int’l, Inc., 194 B.R. at 100 (finding
only some of the factors relevant in determining whether cause exists to extend exclusivity); In re
Interco, Inc., 137 B.R. 999, 1001 (Bankr. E.D. Mo. 1992) (same); see also In re Dow Corning
Corp., 208 B.R. 662, 670 (Bankr. E.D. Mich. 1997) (“When the Court is determining whether to
terminate a debtor’s exclusivity, the primary consideration should be whether or not doing so
would facilitate moving the case forward. And that is a practical call that can override a mere
toting up of the factors.”).
16. The Exclusive Periods established by Congress were incorporated in the
Bankruptcy Code to afford a full and fair opportunity for a debtor to propose a chapter 11 plan and
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solicit acceptances of such plan without the deterioration and disruption of a debtor’s business that
might be caused by the filing of multiple competing plans. Having confirmed the Plan with the
support of their key stakeholders, the Debtors are well on their way towards emergence and require
only a limited extension of the Exclusive Periods (in an abundance of caution) to allow them a full
and fair opportunity to implement and consummate the Plan. Application of the above relevant
factors to these Chapter 11 Cases demonstrates that ample cause exists to grant the limited
extension of the Exclusive Periods requested herein. Accordingly, an extension of the Exclusive
Periods in these Chapter 11 Cases is appropriate, in the best interest of the Debtors’ stakeholders,
and consistent with the intent and purpose of chapter 11 of the Bankruptcy Code.
I. The Debtors’ Cases Are Large And Complex
17. The size and complexity of a debtor’s case alone may constitute cause to
extend the Exclusive Periods. The legislative history of section 1121(d) of the Bankruptcy Code
provides that “if an unusually large company were to seek reorganization under chapter 11, the
court would probably need to extend the time in order to allow the debtor to reach an agreement.”
H.R. Rep. No. 95-595, at 208 (1978), reprinted in 1978 U.S.C.C.A.N. 5963. Similarly, “[t]he
large size of the debtor and the consequent difficulty in formulating a plan . . . for a huge debtor
with a complex financial structure are important factors which generally constitute cause for
extending the exclusivity periods.” In re Texaco Inc., 76 B.R. 322, 326 (Bankr. S.D.N.Y. 1987).
See also In re Borders Group, Inc., 2011 WL 9155779, *3 (Bankr. S.D.N.Y. June 2, 2011) (citing
In re Texaco, Inc., 76 B.R. at 326 and granting an extension of the Exclusivity Periods for 120
days); In re Adelphia Commc’ns Corp., 352 B.R. at 674 (noting that factors constituting “cause”
for extension of the Exclusive Periods include “the size and complexity of the case” and “the
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necessity of sufficient time to permit the debtor to negotiate a plan of reorganization and prepare
adequate information to allow a creditor to determine whether to accept such plan.”).
18. As discussed in the First Day Declaration, the Motion of Debtors for Entry
of an Order (I) Extending the Debtors’ Exclusive Periods and (II) Granting Related
Relief [Docket No. 503], and the Disclosure Statement, the Debtors are an online loan service
provider authorized by the Small Business Administration (the “SBA”) to originate and service
certain small business loans under the SBA’s Paycheck Protection Program (“PPP”). On the
Petition Date, the Debtors’ loan portfolio contained approximately 48,000 PPP loans with an
aggregate outstanding amount of approximately $1.3 billion. The Debtors initiated these Chapter
11 Cases as a company already in wind down after substantially all of their business was purchased
by American Express in October 2020. The Debtors’ involvement in the PPP and their 2020
transaction with American Express led to a series of highly complex and challenging disputes
between the Debtors and numerous parties, including but not limited to, their Partner Banks, the
Department of Justice (the “DOJ”), the SBA, and American Express. Since the Petition Date, the
Debtors have faced multiple government investigations; numerous demands for information;
contentious litigation arising from their settlement agreement with Customers Bank (“CB”); and
complications relating to accessing and transferring certain loan data and documents that are stored
across multiple third-party platforms and are integral to the transition of their servicing obligations.
In order to develop and ultimately obtain confirmation of the Plan, which the Debtors
accomplished in only six months, the Debtors expended significant efforts to bridge competing
views, negotiate with their key stakeholders, address a multitude of alleged claims brought by the
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DOJ and the SBA, among others, and obtain cooperation from other third-parties to ensure a
smooth transfer of their loan servicing obligations.
19. In addition to the foregoing, for the Effective Date to occur the Debtors must
complete certain conditions precedent, which include, among other things, the transition of their
loan servicing obligations to the satisfaction of the Federal Reserve Bank of San Francisco (the
“Reserve Bank”) and executing certain agreements between multiple different parties. While the
Debtors have made substantial progress on completion of the conditions precedent, certain open
items remain. Specifically, the transition of the loan servicing obligations requires that the Debtors
devote significant time and resources to identify tens of thousands of loan files that are necessary
for the transition and identify the location of the loan files. As noted previously, the required loan
data is stored on either the Company’s platforms or on other third-parties’ platforms that are
outside of the Debtors’ control and require the third-parties’ cooperation for the transfer. After
identifying the data, the Debtors must separately transfer the files to the alternate servicers to each
of the servicers’ satisfaction and unique specifications. The Debtors have been committed to
working with the transition parties to achieve an efficient transfer process and have held multiple
meetings a week to verify the transfer of data and information, worked with the transition parties
through various technological challenges, responded to numerous inquiries regarding the loan data
and its locations, and corresponded with all necessary third-parties to facilitate the transfer of the
data within such parties’ control.
20. Accordingly, the Debtors submit that although they satisfy the remaining
applicable Adelphia factors, the size and complexity of these Chapter 11 Cases alone, as well as
the breadth and depth of legal, operational, financial, and regulatory issues involved, justifies the
limited requested extension of the Exclusive Periods.
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II. The Debtors Have Made Progress In Negotiations With Their Creditors And
Are Not Pressuring Creditors By Requesting An Extension Of The Exclusive
Periods
21. The Debtors are not seeking an extension of the Exclusive Periods as a
negotiation tactic, to artificially delay the conclusion of these Chapter 11 Cases, or to unduly
pressure any of their creditors. To the contrary, the Debtors expect the Effective Date to occur in
the near term and have been in regular communication with their key stakeholders to transition the
loan servicing obligations. Although the Debtors do not believe it is a constructive or likely
outcome, if the Exclusive Periods expire and a party files a competing plan, that plan would only
interfere with the momentum the Debtors have already built towards the transition of the loan
servicing obligations and would derail the wind down of the business embodied in the Plan that
enjoys support from all key stakeholders. Accordingly, the Debtors submit that this factor weighs
in favor of granting an extension of the Exclusive Periods.
III. The Debtors Are Paying Their Debts As They Come Due
22. In determining whether to grant an extension of exclusivity, courts also
assess a debtor’s liquidity and whether the debtor continues to pay its debts as they become due.
See In re Adelphia Commc’ns Corp., 352 B.R. at 587.
23. The Debtors continue to manage their estates as debtors in possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors continue to pay all
ongoing, ordinary course expenses and remain focused on assuring that all administrative expenses
are paid on time. The Debtors are committed to monitoring their liquidity closely and are confident
that sufficient funding will be available to continue meeting their financial obligations. To achieve
this goal, the Debtors and the Reserve Bank have negotiated a budget that permits the Debtors to
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use the Reserve Bank’s cash collateral through the Effective Date. Accordingly, this factor weighs
in favor of granting an extension of the Exclusive Periods.
IV. The Debtors Have Made Substantial Good-Faith Progress
24. The Debtors have made significant and material progress in these Chapter
11 Cases and utilized the first extension of their Exclusive Periods judiciously. Specifically,
during the first extension of the Exclusive Periods, the Debtors (i) focused on their claims
reconciliation process and obtained entry of two orders reclassifying certain misclassified claims
filed against the Debtors; (ii) filed three plan supplements, which included, among other things, a
schedule of certain contracts to be assumed on the Effective Date, a schedule of certain contracts
to be rejected on the Effective Date, a form Wind Down Agreement, and a Wind Down Budget;
(iii) conducted a robust selection process for the Wind Down Officer role and identified a Wind
Down Officer; (iv) filed an amended Plan, brief in support of the Plan, and related declarations;
(v) achieved confirmation of the Plan; (vi) negotiated three separate agreements with Cross River
Bank, CB, and the Reserve Bank for the transition of the parties’ loan documents and transitioned
all of the loan data in the Company’s control by the agreed upon deadlines; (vii) made substantial
progress on negotiations with the SBA and DOJ regarding a potential settlement agreement; and
(viii) after a hearing in front of this Court, obtained an additional $1.55 million in disputed funds
that CB owed to the Debtors pursuant to the parties’ settlement agreement.
V. Relatively Little Time Has Elapsed Since These Chapter 11 Cases Were
Commenced
25. The Debtors’ request for a second extension of their Exclusive Periods
comes approximately seven months into these Chapter 11 Cases, and the Debtors are only
requesting a further limited extension of the Exclusive Periods to allow themselves sufficient time
to implement and consummate the Plan. Courts in this district have routinely granted multiple
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requests by debtors to extend their Exclusive Periods. See In re Pack Liquidating, LLC et al., No.
22-10797 (CTG) (Bankr. D. Del. Apr. 10, 2023) [Docket No. 688] (initially granting the debtors’
request for a 90-day extension of their Exclusive Periods and subsequently granting the debtors’
second request for a 60-day extension of their Exclusive Periods); In re Salem Harbor Power
Development LP (f/k/a Footprint Power Salem Harbor Development LP), et al., No. 22-10239
(MFW) (Bankr. D. Del. Dec. 5, 2022) [Docket No. 551] (initially granting the debtors’ request for
a 120-day extension of their Exclusive Periods and subsequently granting the debtors’ second
request for a 60-day extension of their Exclusive Periods after confirmation of the debtors’ chapter
11 plan); In re Ruby Pipeline, L.L.C., No. 22-10278 (CTG) (Bankr. D. Del. July 19, 2022) [Docket
No. 288] (initially granting the debtor’s request for a 120-day extension of their Exclusive Periods
and subsequently granting the debtor’s second request for a 180-day extension of their Exclusive
Periods); In re Mallinckrodt plc, et al., No. 20-12522 (JTD) (Bankr. D. Del. Mar. 25, 2022)
[Docket No. 6941] (initially granting the debtors’ request for a 180-day extension of their
Exclusive Periods and subsequently granting a fourth extension request for a 35-day extension of
their Exclusive Periods after confirmation of the debtors’ chapter 11 plan); In re Permian Holdco
1, Inc., et al., No. 20-11822 (MFW) (Bankr. D. Del. Mar. 4, 2021) [Docket No. 478] (initially
granting the debtors’ request for a 90-day extension of their Exclusive Periods, and subsequently
granting the debtors’ second request for a 90-day extension of their Exclusive Periods after
confirmation of the debtors’ plan).
VI. The Requested Extension Is In The Best Interests Of The Debtors’ Estates
26. As discussed above, the Debtors have proceeded with these Chapter 11
Cases in an orderly and expeditious fashion. Indeed, in the short span of time since the Petition
Date, the Debtors are expecting the Effective Date to occur in the near term and are seeking a short
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extension in an abundance of caution. Introduction of a competing plan at this stage would likely
impair the Debtors’ ability to finalize the loan transition process and delay the anticipated Effective
Date to the detriment of all parties in interest. This request is intended to provide a sufficient,
flexible window in which the Debtors can complete the transition of their loan servicing
obligations and complete all of the conditions precedent necessary for the Effective Date to occur.
Based on the foregoing, the Debtors respectfully submit that the requested extension is in the best
interests of the Debtors’ estates.
Conclusion
27. The Debtors’ Chapter 11 Cases are moving towards a successful conclusion
and the Debtors are diligently working to complete all of the conditions precedent under the Plan
for the Effective Date to occur as soon as possible. The extension will allow this process to
continue in an efficient manner, preserve estate resources, and provide the Debtors with a fair and
reasonable opportunity to complete the transition of their loan servicing obligations. Given the
circumstances and the ample facts supporting a finding of “cause” to extend the Exclusive Periods,
the intent and purpose of section 1121 of the Bankruptcy Code will be squarely met if the Court
grants the relief requested herein.
28. For all of the foregoing reasons, the Debtors respectfully submit that
sufficient cause exists in these Chapter 11 Cases to extend the Exclusive Periods by 90 days.
Notice
29. 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 thirty (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
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Securities and Exchange Commission; (k) the United States Attorney’s Office for the District of
Delaware; and (l) any party that has requested notice pursuant to Bankruptcy Rule 2002
(collectively, the “Notice Parties”). The Debtors respectfully submit that no further notice is
required.
No Previous Request
30. No previous request for the relief sought herein has been made by the
Debtors to this or any other court.
[Remainder of page intentionally left blank]
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WHEREFORE, the Debtors respectfully request entry of the Proposed Order
granting the relief requested herein and such other and further relief as the Court may deem just
and appropriate.
Dated: April 28, 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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