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Full title: Declaration of Sandeep Prabhakar in support of Declaration of Sandeep Prabhakar in Support of Debtors' Motion for Entry of An Order Conditionally (i) Authorizing the Sale of the Assets of the Debtors Free and Clear of All Liens, Claims, Encumbrances, and Other Interests, (ii) Approving the Stalking Horse Agreement, (iii) Authorizing the Assumption and Assignment of Executory Contract s and Unexpired Leases, and (iv) Granting Related Relief (RE: related document(s)1055 Motion to Sell Property Free and Clear Under 363(f)). Filed by Debtor Wave Computing, Inc. (Newman, Samuel) (Entered: 01/15/2021)

Document posted on Jan 14, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

I am a Managing Director with Armory Securities, LLC (“Armory Securities”), 8 investment banking division of Armory Group, LLC, a national investment banking and finan9 advisory firm with offices in Los Angeles, New York, Chicago, Boston, and Dallas.Specifically, this Declaration is based on personal knowledge gained from wor13 performed in these Chapter 11 Cases, from information I have obtained from the Debtors, their ot14 advisors and professionals, or their books and records, and from information I obtained from 15 employees and colleagues at Armory Securities who are working directly with me and under 16 supervision. the confidential information memorandum (“CIM”), prepared by Armory Securities in conjunct21 with the Debtors and their other professionals, was provided to interested parties, with 24 of the22 parties who executed an NDA receiving a copy of the CIM.Once the stalking horse bid motion was approved by the Co26 Armory securities intended to seek a first round of bid proposals from other interested bidders, 27 such first round proposals due the week of November 1, 2020.At the conclusion of the Auction on December 22, 2020, the Debtors, in consultat13 with Armory and their other professionals, selected Tallwood as the Successful Bidder and 14 Stalking Horse Bidder as the Backup Bidder, as an exercise of their business judgment and15 accordance with any consent and/or consultation rights provided for in the Bidding Procedures Or16 13.

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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) Genevieve G. Weiner (SBN 254272) 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 Telephone: 213.896.6000 6 Facsimile: 213.896.6600 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 2021 McKinney Avenue 11 Suite 2000 Dallas, TX 75201 12 Telephone: 214.981.3300 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in 14 Possession 15 UNITED STATES BANKRUPTCY COURT 16 NORTHERN DISTRICT OF CALIFORNIA 17 SAN JOSE DIVISION 18 19 In re: ) Case No. 20-50682 (MEH) ) 20 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) 21 Debtors.1 ) DECLARATION OF SANDEEP ) PRABHAKAR IN SUPPORT OF THE 22 ) DEBTORS’ MOTION FOR ENTRY OF ) AN ORDER CONDITIONALLY (I) 23 ) AUTHORIZING THE SALE OF THE ) ASSETS OF THE DEBTORS FREE AN 24 ) CLEAR OF ALL LIENS, CLAIMS, ) ENCUMBRANCES, AND OTHER 25 ) INTERESTS, (II) APPROVING THE 26 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, I27 Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and M

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1 ) STALKING HORSE AGREEMENT, (III ) AUTHORIZING THE ASSUMPTION A 2 ) ASSIGNMENT OF EXECUTORY ) CONTRACTS AND UNEXPIRED LEAS 3 AND (IV) GRANTING RELATED RELI ) ) 4 Related to Docket No. 1055 ) ) 5 6 I, Sandeep Prabhakar, being duly sworn, state the following under penalty of perjury: 7 1. I am a Managing Director with Armory Securities, LLC (“Armory Securities”), 8 investment banking division of Armory Group, LLC, a national investment banking and finan9 advisory firm with offices in Los Angeles, New York, Chicago, Boston, and Dallas. 10 2. Except as otherwise stated in this Declaration, I have personal knowledge of or h11 relied upon the knowledge of others employed at Armory Securities with respect to the matters 12 forth herein. Specifically, this Declaration is based on personal knowledge gained from wor13 performed in these Chapter 11 Cases, from information I have obtained from the Debtors, their ot14 advisors and professionals, or their books and records, and from information I obtained from 15 employees and colleagues at Armory Securities who are working directly with me and under 16 supervision. Additionally, I am familiar with, have been directly involved in, or will be dire17 involved in the sale process and auction described herein. I am not being specifically compensa18 for this testimony other than through payments to be received by Armory Securities for its role as 19 Debtors’ investment banker in these Chapter 11 Cases. If I were called upon to testify, I could 20 would competently testify to the facts set forth herein. 21 3. This Declaration is submitted in support of the Debtors’ Motion for Entry of an Or22 Conditionally (I) Authorizing the Sale of the Assets of the Debtors Free and Clear of all Liens, Clai23 Encumbrances, and Other Interests, (II) Approving the Stalking Horse Agreement, (III) Authoriz24 the Assumption and Assignment of Executory Contracts and Unexpired Leases and (IV) Grant25 Related Relief (the “Motion”),2 filed concurrently herewith. The Motion seeks entry of an or26 27 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to the

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1 (i) authorizing the sale of the Debtors’ Assets free and clear of all liens, claims, encumbrances, 2 other interests; (ii) approving the Stalking Horse Agreement; (iii) authorizing the assumption 3 assignment of executory contracts and unexpired leases; and (iv) granting related relief. 4 ARMORY SECURITIES MARKETING PROCESS 5 4. This Declaration incorporates by reference each of the facts I attested to in 6 Declaration of Sandeep Prabhakar in Support of the Debtors’ Motion for Entry of an Order 7 Approving Bidding Procedures in Connection with the Sale of Substantially All of the Debtors’ Ass8 (II) Approving Procedures for the Assumption and Assignment of Executory Contracts and Unexpi 9 Leases; and (III) Granting Related Relief [Docket No. 884] filed on December 10, 2020 in connect10 with the Debtors’ motion to approve certain bidding procedures (the “Bidding Procedures”) [Doc11 No. 883], to the extent any such facts are not restated below. 12 5. On September 28, 2020, Armory Securities, working in conjunction with the Debt13 and the Debtors’ other advisors and professionals, formally commenced a marketing process to 14 all or substantially all of the Debtors’ assets through a dual-track toggle sale in the Chapter 11 Ca15 From September 28, 2020 through November 19, 2020, Armory Securities engaged in targe16 outreach to an initial investor list consisting of 61 financial investors, 30 strategic investors, an17 family office potential investors, 86 of which were sent a non-disclosure agreement (“NDA”). 18 6. A virtual data room was established to provide potential purchasers with acces19 diligence materials to assist them in formulating their indications of interest (“IOIs”). Additiona20 the confidential information memorandum (“CIM”), prepared by Armory Securities in conjunct21 with the Debtors and their other professionals, was provided to interested parties, with 24 of the22 parties who executed an NDA receiving a copy of the CIM. 23 7. Interested parties were initially apprised via the CIM that Armory Securities expec24 to negotiate and identify a potential stalking horse bidder through the week of October 18 to establ25 a baseline bid for the sale process. Once the stalking horse bid motion was approved by the Co26 Armory securities intended to seek a first round of bid proposals from other interested bidders, 27 such first round proposals due the week of November 1, 2020. Qualified Bids (as such term is defi

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1 in the Bidding Procedures) would then be due the week ending November 22, 2020, with an auct2 and a sale hearing commencing the week of December 6, 2020. 3 8. The initial deadlines passed without Armory Securities receiving a stalking horse of 4 Armory did, however, have several actively engaged potential purchasers who indicated they may5 interested in submitting a stalking horse bid, but needed additional time. Armory accordingly pus6 out the timeline, communicating such timeline as modified to all remaining active parties. Under 7 timeline as modified, stalking horse bids would be due by November 2, 2020, first round over8 proposals would be due by the week of November 8, and Qualified Bids would be due the wee 9 December 6, 2020. By the end of November, two potential purchasers had submitted IOIs for al10 some of the Debtors’ assets. None of the IOIs met the $52.5 million minimum bid required for11 auction as set forth in the Fifth Amended Disclosure Statement for the Joint Chapter 11 Plan12 Reorganization for Wave Computing, Inc. and its Debtor Affiliates [Docket No. 848] (the “Disclos13 Statement”). Although Armory Securities worked closely with each of the potential purchasers 14 had submitted an IOI to increase the offer price above that of the minimum bid threshold, no revi15 bids were made. 16 STALKING HORSE AGREEMENT AND SALE PROCESS 17 9. Beginning on or around November 22, 2020, Armory Securities began discussions 18 the Stalking Horse Bidder pursuant to the marketing and sale process. The Stalking Horse Bid19 signed an NDA on November 26, 2020 and submitted its initial bid during the first week of Decem20 Between the beginning of December to the present, Armory Securities, along with the Debtors 21 their other professional advisors, have engaged in further discussions with the Stalking Horse Bid22 regarding the terms of the asset purchase agreement, the terms of deposit and escrow, and 23 remaining legal and financial due diligence items necessary to consummate a transaction. Th24 negotiations resulted in the execution of a stalking horse asset purchase agreement dated Decem25 10, 2020 (the “Stalking Horse Agreement”). 26 10. As set forth in the Stalking Horse Agreement, the Stalking Horse Bidder agree27 purchase substantially all of the Debtors’ Assets for a purchase price consisting of (a) payment

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1 $57.5 Million in cash to the Debtors on the Closing Date, plus (b) assumption of certain liabilities 2 obligations. The Stalking Horse Agreement also provided for deposit of $5.75 Million (a 10% depo3 into an escrow account upon execution of the Stalking Horse Agreement. The Stalking Ho 4 Agreement does not entitle the Stalking Horse Bidder to any termination fee or expense reimbursem5 bid protections. 6 11. On December 21, 2020, the Debtors commenced the Auction via videoconfere7 pursuant to the Bidding Procedures, having received only two Qualified Bids—the Stalking H 8 Agreement and the Plan. Tallwood Technology Partners LLC (“Tallwood”), a Qualified Bid9 submitted an Overbid comprised of certain improvements to the value of the Plan, including10 additional $7.2 million of cash. The Debtors did not receive a further Overbid from the Stalking Ho11 Bidder (i.e., the other Qualified Bidder). 12 12. At the conclusion of the Auction on December 22, 2020, the Debtors, in consultat13 with Armory and their other professionals, selected Tallwood as the Successful Bidder and 14 Stalking Horse Bidder as the Backup Bidder, as an exercise of their business judgment and15 accordance with any consent and/or consultation rights provided for in the Bidding Procedures Or16 13. Based on the open and fair marketing efforts and auction process described abov17 believe that a Sale to the Stalking Horse Bidder in the manner set forth in the Motion would be 18 best means of maximizing the value of the Debtors’ Assets if the Restructuring Transaction f19 through such that the Plan cannot be timely confirmed and consummated. 20 14. Armory Securities was involved in the negotiations of the time periods set forth in 21 Bidding Procedures and the Stalking Horse Agreement. These time periods are the product of ar22 length negotiations between the Debtors, their professionals, the Stalking Horse Bidder, and 23 Stalking Horse Bidder’s professionals and are intended to ensure a swift close to these Chapter24 Cases. It is my belief that failure to adhere to such time periods could jeopardize the closing of 25 Sale, and ultimately, the maximization of value of the Debtors’ Assets. Accordingly, I believe it i26 the best interest of the Debtors’ estates that the relief requested in the Motion be approved. 27

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1 Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is t2 and correct to the best of my knowledge and belief. 3 4 Dated: January 15, 2021 Respectfully submitted, Chicago, Illinois 5 /s/ Sandeep Prabhakar 6 Sandeep Prabhakar 7 Managing Director 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27