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Full title: Second Application for Compensation / Second Interim Fee Application of Hogan Lovells US LLP as Counsel to the Committee of Unsecured Creditors of Wave Computing, Inc. for Allowance and Payment of Fees and Reimbursement of Expenses for the Period From July 1, 2020 Through and Including October 31, 2020 for Hogan Lovells US LLP, Creditor Comm. Aty, Fee: $2,150,778.24, Expenses: $48,336.99. Filed by Other Prof. Hogan Lovells US LLP (Wynne, Richard) (Entered: 02/01/2021)
Document posted on Jan 31, 2021 in the bankruptcy, 72 pages and 2 tables.
Bankrupt11 Summary (Automatically Generated)
Hogan Lovells attorneys’ participation in remote hearings; (ii28 coordinating critical work streams among Hogan Lovells attorneys and the Committee’s variou 1 other professional advisors; and (iv) reviewing the docket for new pleadings and distributing suc2 filings to the Committee and its advisors along with summaries of such pleadings.In a decisive recent victory, federal bankruptcy Judge Wiles U.S. Court of Appeals, Ninth Circuit ordered Netflix to pay Relativity Media all its US$800,000 in U.S. District Court, Northern District of attorney fees. U.S. District Court, Eastern District of New York Representative experience U.S. District Court, Southern District of Computing.Because of his familiarity with the intricacies of cross- U.S. District Court, Eastern District of border disputes, including cutting-edge issues relating to New York personal jurisdiction, subject matter jurisdiction, and the U.S. District Court, Southern District of enforcement of judgments by or against foreign companies, New York clients have asked Pieter to act on their behalf in U.S. District Court, Western District of New York international arbitrations and related litigation (including appeals).Represent a major counterparty in The Weinstein Company's California Chapter 11 cases U.S. District Court, Northern District of
List of Tables
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1 Richard L. Wynne (Bar No. 120349) richard.wynne@hoganlovells.com 2 David Simonds (Bar No. 214499) david.simonds@hoganlovells.com 3 Edward J. McNeilly (Bar No. 314588) edward.mcneilly@hoganlovells.com 4 HOGAN LOVELLS US LLP 1999 Avenue of the Stars, Suite 1400 5 Los Angeles, California 90067 Telephone: (310) 785-4600 6 Facsimile: (310) 785-4601 7 Attorneys for the Official Committee of Unsecured Creditors of Wave Computing, Inc. 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN JOSE DIVISION 12 In re Case No. 20-50682 (MEH) 13 WAVE COMPUTING, INC., et al., Chapter 11 (Jointly Administered) 14 Debtors. 1 SUMMARY SHEET TO SECOND INTERIM F 15 APPLICATION OF HOGAN LOVELLS US LL AS COUNSEL TO THE COMMITTEE OF 16 UNSECURED CREDITORS OF WAVE COMPUTING, INC. FOR ALLOWANCE AND 17 PAYMENT OF FEES AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM JUL 18 1, 2020 THROUGH AND INCLUDING OCTOBER 31, 2020 19 Objection Deadline: February 22, 2021 20 4:00 p.m. (Pacific time) 21 Hearing Date and Time: Date: March 4, 2021 22 Time: 10:00 a.m. Judge: The Hon. M. Elaine Hammond 23 280 South First Street San Jose, CA 95113-3099 24 25 26 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification 27 number, as applicable, are: Wave Computing, Inc. (4264), MIPS Tech, Inc. (8247), Hellosoft, Inc. (8640), Wave Computing (UK) Limited (None), Imagination Technologies, Inc. (6967), Caustic Graphics, Inc. (7272), and MIPS 28 Tech, LLC (2161). The Debtors' mailing address is 3201 Scott Blvd, Santa Clara, CA 95054.Page 2
1 Name of applicant: Hogan Lovells US LLP 2 Authorized to provide Official Committee of Unsecured Creditors oprofessional services to: Wave Computing, Inc. 3 Date of retention: Order entered on July 22, 2020, retaining 4 Hogan Lovells effective as of May 26, 2020 5 Period for which compensation 6 and reimbursement are sought: July 1, 2020 — October 31, 2020 7 Amount of compensation Requested: $2,150,778.24 (100%) 8 Amount of expense 9 reimbursement Requested: $48,336.99 (100%) 10 This is an: X interim final application. 11 This is the second interim fee application filed by Hogan Lovells US LLP in these cases. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Page 3
1 Interim Application Summary 2 3 Name of Applicant Hogan Lovells US LLP 4 The Official Committee of Unsecured 5 Name of Client Creditors of Wave Computing, Inc. 6 Time period covered by Interim Application July 1, 2020 through and including October 7 31, 2020 8 Total compensation sought during 9 Application Period $2,150,778.24 10 Total expenses sought during Application Period $48,336.99 11 12 Petition Date April 27, 2020 13 Retention Date May 26, 2020 14 Date of order approving employment July 22, 2020 [Docket No. 355] 15 Total allowed compensation paid to date $650,000.00 16 Total allowed expenses paid to date $541.68 Total compensation approved by interim 17 order to date $650,000.00 18 Total expenses approved by interim order to 19 date $541.68 20 Blended rate in the Interim Application for all 21 attorneys $927.26 22 Blended rate in the Interim Application for all timekeepers $859.43 23 Compensation sought in the Interim 24 Application already paid pursuant to a 25 monthly compensation certificate but not yet $1,731,984.19 allowed 26 Expenses sought in the Interim Application 27 already paid pursuant to a monthly $48,336.99 compensation certificate but not yet allowed 28Page 4
1 Number of professionals included in Interim 2 Application 182 3 If applicable, number of professionals in the Interim Application not included in staffing 4 plan approved by client N/A 5 If applicable, difference between fees budgeted and compensation sought for the 6 ($249,221.76) Application Period 7 Number of professionals billing fewer than 15 8 hours to the case during the Application 7 Period 9 10 Are any rates higher than those approved or disclosed at retention No 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 2 This total does not include timekeepers who Hogan Lovells discounted who billed less than 10 hours of time durin28 the application period, notwithstanding that those timekeepers are subject area specialists who were asked to dealPage 5
1 SECOND INTERIM FEE APPLICATION OF HOGAN LOVELLS US LLP AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED 2 CREDITORS OF WAVE COMPUTING, INC. (July 1, 2020 — October 31, 2020) 3 CUMULATIVE COMPENSATION SUMMARY BY PROFESSIONAL 4 5 Name Practice Group Hourly Rate Total Fees3 (Year Admitted) Hours 6 Richard L. Business $1,450.00 260.50 $377,725.00 Wynne Restructuring and 7 Insolvency (New 8 Jersey: 1982; New York: 1983; 9 California: 1985) David P. Business $1,450.00 166.50 $241,425.00 10 Simonds Restructuring and 11 Insolvency (New York: 1993; 12 California: 2001) Jasper Howard Tax, Pension & $1,330.00 1.60 $2,128.00 13 Benefits (District of Columbia: 1989) 14 Pieter Van Tol Litigation, $1,290.00 2.00 $2,580.00 15 Arbitration and Employment (New 16 York: 1995) Bennett L. Business $1,225.00 91.80 $112,455.00 17 Spiegel Restructuring and 18 Insolvency (Connecticut: 1985; 19 New York: 1985; New Jersey: 1986; 20 California: 1987) Stephanie Investigations, White $1,020.00 33.50 $34,170.0021 Yonekura Collar, and Fraud 22 (California: 1996) Gejaa T. Gobena Litigation, $990.00 2.70 $2,673.00 23 Arbitration and Employment (New 24 York: 1999; District of Columbia: 2016) 25 26 27 28 3 The amounts in this column reflect the voluntary deductions totaling $25,655.00 applied to monthly fee statementsPage 6
1 Name Practice Group Hourly Rate Total Fees3 (Year Admitted) Hours 2 Jamie Wickett Government $980.00 16.50 $16,170.00 3 Relations and Policy Advocacy (Virginia: 4 1998; District of Columbia 2000) 5 Babak E. Tax, Pensions & $965.00 2.40 $2,316.00 6 Nikravesh Benefits (California: 1998; New York: 7 1999) Ann Chungsun Litigation, $875.00 309.20 $270,550.00 8 Kim Arbitration, and 9 Employment (California: 2000) 10 Julia McLetchie Litigation, $850.00 524.00 $445,400.00 Arbitration, and 11 Employment (Massachusetts: 12 2007) 13 Helen Y. Trac Intellectual Property, $900.00 18.50 $16,650.00Media, and 14 Technology (California: 2012) 15 Edward Joseph Business $780.00 204.60 $159,588.00 16 McNeilly Restructuring and Insolvency (England 17 and Wales: 2014; California: 2017; 18 Washington State: 2018) 19 David Bastian Litigation, $780.00 204.60 $179,790.00 20 Arbitration, and Employment 21 (Massachusetts: 2014) 22 Rahmon Brown Business $720.00 20.40 $14,688.00 Restructuring and 23 Insolvency (Illinois: 24 2017) Sara Posner Business $630.00 329.90 $207,837.00 25 Restructuring and Insolvency (New 26 York: 2019) 27 28Page 7
1 Name Practice Group Hourly Rate Total Fees3 (Year Admitted) Hours 2 Jessica Bigby Litigation, $600.00 60.00 $36,000.00 3 Arbitration, and Employment 4 (District of Columbia: 2019) 5 Madeline R. Litigation, $530.00 32.70 $17,331.00 6 Bech Arbitration, and Employment 7 (California: 2019) Tracy Southwell Paralegal $460.00 64.10 $29,486.00 8 Elisabeth T. Research Services $450.00 0.30 $135.00 9 Ohman Manager Cheryl Fountain Trademark Specialist $435.00 3.50 $1,522.50 10 Tina Helble Research Analyst $425.00 6.70 $2,847.50 Leilani P. IP Specialist $400.00 23.60 $9,440.00 11 Legaspi 12 Nellie Yu Paralegal $390.00 75.60 $29,484.00 Sean A. Litigation Support $380.00 38.00 $14,440.00 13 Atherton Project Manager 14 Total: 2,519.10 $2,226,831.00 15 Courtesy Discounts ($76,052.76)4 16 $853.79 (blended 17 hourly rate GRAND for all 18 TOTAL timekeepers) $2,150,778.24 19 20 21 22 23 24 25 26 27 4 Included in the discount, Hogan Lovells discounted all timekeepers who billed less than 10 hours of time during th28 application period, notwithstanding that those timekeepers are subject area specialists who were asked to deal withPage 8
1 CUMULATIVE COMPENSATION BY PROJECT CATEGORY 2 TASK CODE ACTIVITY HOURS FEES5 3 01 Litigation 1,059.006 $866,442.00 02 Securities Advice 2.90 $4,205.00 4 03 Regulatory Issues 25.40 $26,962.00 5 04 Insurance 15.80 $16,782.50 6 05 Hearing 15.20 $19,513.00 7 06 Valuation 8.30 $10,576.00 B110 Case Administration 115.20 $108,014.50 8 B120 Asset Analysis and Recovery 381.70 $319,082.50 9 B130 Asset Disposition 4.30 $5,364.00 10 B150 Meetings of and Communications with Creditors 18.60 $21,319.00B160 Fee/Employment Applications 77.20 $61,953.00 11 B170 Fee/Employment Objections 1.0 $1,115.00 12 B180 Avoidance Action Analysis 143.60 $106,207.50 13 B185 Assumption/Rejection of Leases and Contracts 38.00 $33,286.00B190 Other Contested Matters (excluding 14 2.30 $1,794.00 assumption/rejection) 15 B210 Business Operations 2.60 $3,435.00 B220 Employee Benefits/Pensions 125.70 $118,229.00 16 B230 Financing/Cash Collections 133.10 $131,417.50 17 B240 Tax Issues 3.10 $3,758.00 18 B260 Committee Governance and Meetings 133.60 $133,519.00B310 Claims Administration and Objections 28.80 $34,482.0019 B320 Plan and Disclosure Statement 183.70 $199,374.50 20 Total 2,519.10 $2,226,831.00 21 Courtesy Discounts ($76,052.76)7 22 GRAND TOTAL $2,150,778.24 23 24 5 The amounts in this column reflect the voluntary deductions totaling $25,655.00 applied to monthly fee statements25 during the Second Interim Compensation Period. 6 The number of hours spent on Task Code 01- Litigation reflects 39.80 hours which were inadvertently included in 26 Task Code – B410 in the Second Monthly Fee Statement [Docket No. 582]. These hours were devoted to Task Code01- Litigation and have been added to its total in this Second Interim Fee Application. The total number of hours 27 worked and fees accrued during the Second Interim Compensation Period has not changed. 7 Included in the discount, Hogan Lovells discounted all timekeepers who billed less than 10 hours of time during th28 application period, notwithstanding that those timekeepers are subject area specialists who were asked to deal withPage 9
1 CUMULATIVE EXPENSE SUMMARY 2| Expense Category | Service Provider (if applicable) |
| Lien Search, Litigation Search, Bankruptcy Search, Fixture Filings, etc. |
CT Lien Solutions |
| Skip Tracing, Investigative Searches |
Transunion |
| Computer Research | Westlaw |
| Computer Research | Accurint |
| On-line Services | Lexis |
| On-line Legal Research | |
| Relativity Review and Database Data Storage –Monthly –per GB |
|
| Relativity User Licenses –no-HL Users Only –Monthly Per Use |
|
| eDiscovery Data Storage Fees | |
| Oversight and Guidance of Project Request – Case Specific – Per Hour |
|
| Execution of Specific Requests – Case Specific –Per Hour |
|
| Deduplication, date Restriction, Key Term Filters and Native File Processing to Relativity Database -per GB |
|
| Postage | |
| Word Processing | |
| Rule 2004 Exam and Deposition Services and Transcripts |
Veritext |
| FedEx Delivery Charges | |
| Transcripts | |
| Service of Subpoenas | |
| Witness Fees | |
| Printing | |
| Attorney Service | Ace Attorney Service |
| GRAND TOTAL: |
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1 Richard L. Wynne (Bar No. 120349) richard.wynne@hoganlovells.com 2 David Simonds (Bar No. 214499) david.simonds@hoganlovells.com 3 Edward J. McNeilly (Bar No. 314588) edward.mcneilly@hoganlovells.com 4 HOGAN LOVELLS US LLP 1999 Avenue of the Stars, Suite 1400 5 Los Angeles, California 90067 Telephone: (310) 785-4600 6 Facsimile: (310) 785-4601 7 Attorneys for the Official Committee of Unsecured Creditors of Wave Computing, Inc. 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN JOSE DIVISION 12 In re Case No. 20-50682 (MEH) 13 WAVE COMPUTING, INC., et al., Chapter 11 (Jointly Administered) 14 Debtors. 8 SECOND INTERIM FEE APPLICATION OF 15 HOGAN LOVELLS US LLP AS COUNSEL TO THE COMMITTEE OF UNSECURED 16 CREDITORS OF WAVE COMPUTING, INC. FOR ALLOWANCE AND PAYMENT OF FEES 17 AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM JULY 1, 2020 THROUGH 18 AND INCLUDING OCTOBER 31, 2020 19 Objection Deadline: February 22, 2021 20 4:00 p.m. (Pacific time) Hearing Date and Time: 21 Date: March 4, 2021 Time: 10:00 a.m. 22 Judge: The Hon. M. Elaine Hammond 280 South First Street 23 San Jose, CA 95113-3099 24 25 26 8 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification 27 number, as applicable, are: Wave Computing, Inc. (4264), MIPS Tech, Inc. (8247), Hellosoft, Inc. (8640), Wave Computing (UK) Limited (None), Imagination Technologies, Inc. (6967), Caustic Graphics, Inc. (7272), and MIPS 28 Tech, LLC (2161). The Debtors' mailing address is 3201 Scott Blvd, Santa Clara, CA 95054.Page 11
1 Hogan Lovells US LLP (“Hogan Lovells”), counsel to the Official Committee of Unsecure 2 Creditors of Wave Computing, Inc. (the “Committee”) hereby submits its application (th3 “Application”), pursuant to sections 330 and 331 of chapter 11 of title 11 of the United States Cod4 11 U.S.C. §§ 101 et seq. (as amended, the “Bankruptcy Code”), Rule 2016 of the Federal Rules 5 Bankruptcy Procedure (the “Bankruptcy Rules”), the United States Trustee Appendix B Guideline6 for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 1 7 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “U. 8 Trustee Guidelines”), the Guidelines for Compensation and Expense Reimbursement o 9 Professionals and Trustees for the Northern District of California, dated February 19, 2014 (th10 “Local Guidelines”), and the Order Granting Debtors’ Motion Pursuant to 11 U.S.C. 331 an11 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for Interim Compensatio12 and Reimbursement of Expenses of Professionals [Docket No. 252] (the “Interim Compensatio13 Order”) for interim approval and allowance of (i) compensation for professional services rendere14 to the Committee from July 1, 2020 through and including October 31, 2020 (the “Second Interi15 Compensation Period”) and (ii) reimbursement of expenses incurred in connection with suc16 services; and, in support thereof, respectfully represents as follows: 17 18 PRELIMINARY STATEMENT 19 1. During the Second Interim Compensation Period, Hogan Lovells continued to b20 actively engaged in all aspects of this case with the goal of maximizing recoveries to unsecure21 creditors of the Debtors. The terms and negotiations surrounding the Joint Chapter 11 Plan 22 Reorganization for Wave Computing, Inc. and Its Debtor Affiliates [Docket No. 600] (the “Plan”23 were the main focus of the Second Interim Compensation Period. Hogan Lovells, along with th24 Committee’s financial advisor worked diligently to achieve terms that would provide favorabl25 recoveries to all unsecured creditors of the Debtors. 26 2. Additionally, there were a series of motions that were contested but ultimatel27 resulted in settlements between the Committee and the Debtors, including the Application 28Page 12
1 and Employ Paul, Weiss, Rifkind, Wharton & Garrison LLP as Special Counsel for the Debtor 2 Effective as of May 29, 2020 Filed by Debtor Wave Computing, Inc. [Docket No. 235] (the “Pa 3 Weiss Application”) and the Motion of the Debtors for the Entry of an Order (I) Authorizing th 4 Debtors to Implement Key Employee Incentive Plan and (II) Granting Related Relief Filed b 5 Debtor Wave Computing, Inc.[Docket No. 103] (the “KEIP Motion”). 6 3. Also during the Second Interim Compensation Period, the Committee continued it7 investigations in connection with the Notice of Ex Parte Application of the Official Committee 8 Unsecured Creditors Pursuant to Federal Rule of Bankruptcy Procedure 2004 for Entry of a 9 Order Authorizing Service of Subpoenas on Windtree Drive, LLC, Oakmont Corporatio10 Lakewood & Company LLC, Kirkland & Ellis LLP, and Pillsbury Winthrop Shaw & Pittman LL11 and Orders Directing the Examinations of the Person Most Knowledgeable at Windtree Driv12 LLC., and Brad Meadow [Docket No. 187] (the “2004 Motion”). Hogan Lovells continued it13 interviews of parties that were the subject to the 2004 Motion or who had information relevant t14 the 2004 Motion and review of document productions of thousands of documents that require15 significant attention by the Hogan Lovells team and other Committee professionals. All of thes16 efforts have required Hogan Lovells to work closely with the Committee and to keep the Committe17 informed throughout the case, in regular updates, weekly meetings and communications with th18 Committee. Hogan Lovells has also worked extensively with the Committee’s financial adviso19 Dundon Advisers, LLC , the Debtors and their professional advisors, and other stakeholders i20 these chapter 11 cases, always with the goal of maximizing returns for unsecured creditors. 21 JURISDICTION 22 4. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 an23 1334, the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Ord24 24 (N.D. Cal.) and Rule 5011-1(a) of the Local Rules. This is a core proceeding pursuant to 225 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 26 BACKGROUND 27 28Page 13
1 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptc 2 Court for the Northern District of California (the “Court”). 3 6. On May 1, 2020, the Court entered an order to jointly administer the Debtors4 bankruptcy cases (the “Chapter 11 Cases”). 5 7. The Debtors continue to operate their businesses and manage their properties a6 debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee o7 examiner has been appointed in the Chapter 11 Cases. 8 8. On May 18, 2020, pursuant to section 1102 of the Bankruptcy Code, the Office o9 the United States Trustee for the Northern District of California (the “U.S. Trustee”) appointed th10 Committee. On May 26, 2020, the Committee duly selected Hogan Lovells as counsel. Th11 Committee originally consisted of the following five members: (i) Synopsys, Inc. (“Synopsys”12 (ii) Avnet, Inc. (“Avnet”); (iii) Ensilica India Pvt Ltd. (“Ensilica”); (iv) Sintegra, Inc. (“Sintegra”13 and (v) PFIL North America Inc. (“PFIL”). On October 14, 2020, following Sintegra’s resignatio14 from the Committee, the U.S. Trustee appointed a reconstituted Committee, consisting of the oth15 four members. On December 2, 2020, following PFIL’s resignation from the Committee, the U. 16 Trustee appointed a reconstituted Committee, consisting of Synopsys, Avnet and Ensilica. 17 The Committee’s Retention of Hogan Lovells 18 9. On June 25, 2020, the Committee filed an application to employ Hogan Lovells a19 their counsel, effective as of May 26, 2020 [Docket No. 279] (the “Retention Application”), whic20 application was approved by the Court by Order entered July 22, 2020 [Docket No. 355] (th21 “Retention Order”). 22 10. The Retention Order authorizes the Debtors to compensate and reimburse Hoga23 Lovells in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Fee Guidelines an24 the Interim Compensation Order. Specifically, the Retention Order authorizes the employment an25 retention of Hogan Lovells “on the terms set forth in the Application and the Wynne Declaratio26 as provided herein” [Docket No. 355 ¶ 2]. Pursuant to the Application, the services to be provide27 to the Committee, without limitation include: a. advising the Committee with respect to its rights, powers, and duties in thes28Page 14
1 b. participating in in-person, video conference and telephonic meetings of thCommittee and subcommittees formed thereby; 2 c. assisting and advising the Committee in its meetings and negotiations wit3 the Debtors and other parties in interest regarding these chapter 11 cases; 4 d. assisting the Committee in analyzing claims asserted against, and interestin, the Debtors, and in negotiating with the holders of such claims an5 interests, and bringing, or participating in, objections or estimatioproceedings with respect to such claims and interests; 6 e. assisting with the Committee’s review of the Debtors’ Schedules of Asset7 and Liabilities, Statements of Financial Affairs, and other financial reportprepared by the Debtors; 8 f. assisting the Committee in its investigation of the acts, conduct, asset9 liabilities, management, and financial condition of the Debtors and of thhistoric and ongoing operation of their businesses; 10 g. assisting the Committee in its analysis of, and negotiations with the Debtor11 or any third party related to, financing, asset disposition transactioncompromises of controversies, and assumption and rejection of executor12 contracts and unexpired leases; 13 h. assisting the Committee in its analysis of, and negotiations with the Debtoror any third party related to the formulation, confirmation, an14 implementation of any chapter 11 plan and all documentation related theret15 i. assisting and advising the Committee with respect to communications witthe general creditor body in these chapter 11 cases; 16 j. responding to inquiries from individual creditors as to the status of, an17 developments in, these chapter 11 cases; k. representing the Committee at hearings and other proceedings before th18 Court and other courts or tribunals, as appropriate; 19 l. reviewing and analyzing complaints, motions, applications, orders, and othpleadings filed with the Court, and advise the Committee with respect t20 formulating positions thereon and filing responses thereto; 21 m. assisting the Committee in its review and analysis of, and negotiations witthe Debtors and their non-Debtor affiliates related to, intercompany claim22 and transactions; 23 n. reviewing and analyzing third party analyses or reports prepared iconnection with the Debtors’ potential claims and causes of action, advis24 the Committee with respect to formulating positions thereon, and perforsuch other diligence and independent analysis as may be requested by th25 Committee; 26 o. advising the Committee with respect to applicable federal and statregulatory issues, as such issues may arise in these chapter 11 cases; 27 p. assisting the Committee in preparing pleadings and applications, an28 pursuing or participating in adversary proceedings, contested matters, anPage 15
1 administrative proceedings as may be necessary or appropriate ifurtherance of the Committee’s duties; and 2 q. performing such other legal services as may be necessary or as may b3 requested by the Committee in accordance with the Committee’s powers anduties, as set forth in the Bankruptcy Code or otherwise. 4 [Docket No. 279 at 8.] 5 Summary of Professional Compensation 6 and Reimbursement of Expenses Requested 7 11. Hogan Lovells seeks allowance of interim compensation for professional service8 performed during the Second Interim Compensation Period in the amount of $2,164,980.24 and f9 reimbursement of expenses incurred in connection with the rendition of such services in the amou10 of $48,336.99. During the Second Interim Compensation Period, Hogan Lovells attorneys an11 paraprofessionals expended a total of 2,519.10 hours in connection with the necessary service12 performed. In an exercise of its billing judgment, Hogan Lovells reduced its fees for profession13 services rendered during the Second Interim Compensation Period by $76,052.76. This deductio14 accounts for certain legal research time and certain meetings where more than one Hogan Lovell15 attorney participated, as well as deducting charges for Hogan Lovells timekeepers who billed les16 than 10 hours in the application period, largely due to their being specialists in certain subject area17 and responding to limited issues. 18 12. There is no agreement or understanding between Hogan Lovells and any oth19 person, other than members of the firm, for the sharing of compensation to be received for service20 rendered in the Chapter 11 Cases. Except as set forth below with respect to payments Hogan Lovell21 may receive pursuant to the Interim Compensation Order, during the Second Interim Compensatio22 Period, Hogan Lovells received no payment or promises of payment from any source for service23 rendered or to be rendered in any capacity whatsoever in connection with the matters covered b24 this Application. The fees charged by Hogan Lovells in the Chapter 11 Cases are billed i25 accordance with Hogan Lovells’ existing billing rates and procedures in effect during the Secon26 Interim Compensation Period. The rates Hogan Lovells charges for the services rendered by it27 professionals and paraprofessionals in the Chapter 11 cases are generally the same rates Hoga28Page 16
1 and non-bankruptcy related matters. Such fees are reasonable based on the customary compensatio2 charged by comparably skilled practitioners in comparable bankruptcy and non-bankruptcy case3 in a competitive national legal market. 4 13. The summary sheets contain a schedule of Hogan Lovells professionals an5 paraprofessionals who have performed services for the Committee during the Second Interi 6 Compensation Period, the capacities in which each individual is employed by Hogan Lovells, th7 department in which each individual practices, the hourly billing rate charged by Hogan Lovell8 for services performed by such individuals, the year in which each attorney was first licensed t9 practice law, where applicable, and the aggregate number of hours expended in this matter and fee10 billed therefor. Biographical information for Hogan Lovells attorneys who have rendered service11 to the Committee during the Second Interim Compensation Period is attached to this application a12 Exhibit D. 13 14. The summary sheets also contain a summary of Hogan Lovells’ hours billed durin14 the Second Interim Compensation Period using project categories (each of which correspond to 15 billing task code) described therein and hereinafter described. Hogan Lovells maintain16 computerized records of the time spent by all Hogan Lovells attorneys and paraprofessionals i17 connection with its representation of the Debtors. 18 15. The summary sheets also contain a schedule specifying the categories of expense19 for which Hogan Lovells is seeking reimbursement and the total amount for each such expens20 category. 21 16. Annexed hereto as Exhibit A is a certification regarding Hogan Lovells’ complianc22 with the Fee Guidelines. 23 17. Annexed hereto as Exhibit B is a summary and comparison of the aggregate blende24 hourly rates billed by Hogan Lovells timekeepers in its U.S. offices on all matters during th25 preceding year on a rolling 12-months year ending June 30, 2020 and the blended hourly rate26 billed to the Debtors during the Compensation Period. 27 18. Hogan Lovells provided the Debtors with an estimated budget that was mo28 recently amended and agreed-upon on June 29, 2020, and has provided updated budget estimatePage 17
1 to the Committee on a regular basis. A summary of Hogan Lovells’ budget, as applicable for th 2 Second Interim Compensation Period, and a summary of staffing are attached hereto as Exhibit 3 For the Second Interim Compensation Period, Hogan Lovells initially estimated its fees an4 expenses, including pass-through expenses for retained experts, would be $2,400,000.00. The fee5 and expenses sought for the Second Interim Compensation Period are $249,221.76 below th6 estimate. The Committee meets at least weekly, and is aware of the complexities of the Chapter 1 7 Case, the many issues that need to be addressed, the various disciplines involved and that staffin8 needs are dynamic based on a number of factors, many of which are unpredictable, including th9 activities of other parties in interest in these Chapter 11 Cases. 10 19. To the extent that time or disbursement charges for services rendered 11 disbursements incurred relate to the Second Interim Compensation Period, but were not processe12 prior to the preparation of this Application, Hogan Lovells reserves the right to request addition13 compensation for such services and reimbursement of such expenses in a future application. 14 Summary of Services Performed by Hogan Lovells During the Second Interim Compensation Period 15 16 20. The following summary of services rendered during the Second Interi17 Compensation Period is not intended to be a detailed description of the work performed. Rather, 18 merely highlights certain project billing categories areas in which significant services wer19 rendered by Hogan Lovells, as well as identifies some of the issues Hogan Lovells was required t20 address. Detailed descriptions of the day-to-day services provided by Hogan Lovells and the tim21 expended performing such services in each project billing category are attached to the monthly fe22 applications for the Second Interim Compensation Period. Such detailed descriptions demonstrat23 that Hogan Lovells was heavily involved in the performance of services for the Committee on 24 daily basis, including night and weekend work, often under extreme time constraints, to meet th25 needs of the Committee. 26 Litigation (Task Code 01) Fees: $866,442.00; Total Hours: 1,059.00 27 28 21. During the Second Interim Compensation Period Hogan Lovells, on behalf of thPage 18
1 Committee continued to work on litigation and discovery-related activities in connection with th2 investigations of Windtree, Oakmont, Lakewood. Among other things, Hogan Lovells attorney3 as applicable, researched relevant legal issues and investigated factual issues, received an4 reviewed extensive documentary discovery in connection with multiple matters, prepared dra5 complaints and motions for standing to bring such complaints, and advised the Committee an6 members thereof. Hogan Lovells investigation team also analyzed and reviewed very extensiv7 documents produced voluntarily by Debtors’ counsel as part of the U.S. Securities and Exchang 8 Commission’s (“SEC”) investigation into the Debtors. 9 Securities Advice (Task Code 02) Fees: $4,205.00; Total Hours: 2.90 10 11 22. During the Second Interim Compensation Period, Hogan Lovells reviewed ke12 documents produced during the SEC investigation and engaged in discussions with the Debtors an13 SEC regarding securities related issues. 14 Regulatory Issues (Task Code 03) Fees: $26,962.00; Total Hours: 25.40 15 16 23. During the Second Interim Compensation Period, Hogan Lovells reviewed potenti17 regulatory issues related to certain agreements and settlements proposed by the Debtors. Hoga18 Lovells also reviewed any potential regulatory issues that may arise during governme19 investigations of the Debtors. In particular, Hogan Lovells reviewed potential CFIUS issues i20 connection with an auction and sale of the Debtors assets to a foreign buyer. Insurance (Task Code 4) 21 Fees: $16,782.00; Total Hours: 15.80 22 24. During the Second Interim Compensation Period, Hogan Lovells reviewed the D&23 policy and worked with the Debtors in connection with their Motion for Order Lifting Stay t24 Authorize Advancement by Insurer of Defense Costs of Insureds [Docket No. 346]. Hogan Lovell25 also requested a report on erosion of the Federal Policy’s limit of liability as allowed by the Orde26 Lifting Stay to Authorize Advancement by Insurer of Defense Costs Pursuant to Insurance Polic27 [Docket No. 346]. 28Page 19
1 Hearing (Task Code 05) 2 Fees: $19,513.00; Total Hours: 15.20 3 25. During the Second Interim Compensation Period, Hogan Lovells prepared for an4 appeared hearings in connection with these chapter 11 cases, including hearings on the Motion 5 the Debtors Pursuant to 11 U.S.C. §§ 105(a), 363 and 503 for Entry of an Order Authorizin 6 Implementation of Key Employee Retention Plan Filed by Debtor Wave Computing, Inc. [Dock 7 No. 209], the Application of Debtors Pursuant to 11 U.S.C. § 327(e), Fed. R. Bankr. P. 2014(a8 and 2016 for Authority to Retain and Employ Paul, Weiss, Rifkind, Wharton & Garrison LLP a 9 Special Counsel for the Debtors Effective as of May 29, 2020 Filed by Debtor Wave Computin10 Inc. [Docket No. 235], the Motion of the Debtors for the Entry of an Order (I) Authorizing th11 Debtors to Implement Key Employee Incentive Plan and (II) Granting Related Relief Filed b12 Debtor Wave Computing, Inc.[Docket No. 103], the Debtor's Application Pursuant to 11 U.S.C. §13 327(a) and 328(a) and Fed. R. Bankr. P. 2014(a) to Retain and Employ Armory Securities, LLC a14 Investment Banker to the Debtors Effective as of August 23, 2020 [Docket No. 495], and the DI15 Motion. 16 Valuation (Task Code 06) 17 Fees: $10,576.00; Total Hours: 8.30 18 26. During the Second Interim Compensation Period, Hogan Lovells reviewed th19 Debtors’ business plan and valuation analysis along with the Committee’s financial advisor. 20 Case Administration (Task Code B110) Fees: $108,014.50; Total Hours: 115.20 21 22 27. During the Second Interim Compensation Period, Hogan Lovells frequentl23 coordinated with the Debtors and their professional advisors regarding case administratio24 including hearing dates and case deadlines. Hogan Lovells also expended time attending to variou25 case administrative matters, including, among other things: (i) preparing and updating a calend26 of critical dates and task list covering pending motions for the Committee; (ii) arranging telephoni27 and video hearing lines for Hogan Lovells attorneys’ participation in remote hearings; (ii28 coordinating critical work streams among Hogan Lovells attorneys and the Committee’s variouPage 20
1 other professional advisors; and (iv) reviewing the docket for new pleadings and distributing suc2 filings to the Committee and its advisors along with summaries of such pleadings. Hogan Lovell3 attorneys endeavored to minimize such administration matters while at the same time ensuring th4 all of the Committee’s various activities were performed in the most expeditious and informativ5 manner possible. 6 Asset Analysis and Recovery (Task Code B120) 7 Fees: $319,082.50; Total Hours: 381.70 8 28. During the Second Interim Compensation Period, Hogan Lovells reviewed an9 performed diligence and analysis of the MediaTek Motion and corresponding agreement. Hoga10 Lovells also reviewed and performed due diligence and analysis of an agreement between th11 Debtors and CIP United Co. Ltd. (the “CIP Agreement”). 12 Asset Disposition (Task Code B130) 13 14 Fees: $5,364.00; Total Hours: 4.30 15 29. During the Second Interim Compensation Period, Hogan Lovells reviewed an16 performed diligence and analysis regarding potential disposition of the Debtors assets. 17 Meetings of and Communications with Creditors (Task Code B150) 18 Fees: $21,319.00; Total Hours: 18.60 19 30. During the Second Interim Compensation Period, Hogan Lovells responded t20 creditor inquiries regarding the Chapter 11 Cases, as part of its duties as counsel to the Committe21 Additionally, Hogan Lovells communicated with certain creditors regarding their view on aspect22 of the Chapter 11 Cases. 23 Fee/Employment Applications (Task Code 160) Fees: $61,953.00; Total Hours: 77.20 24 25 31. During the Second Interim Compensation Period, Hogan Lovells drafted an26 finalized its First Interim Compensation Application, including responding to inquiries from th27 United States Trustee regarding the First Interim Compensation Application. Additionally, Hoga28 Lovells prepared monthly fee applications throughout the Second Interim Compensation PerioPage 21
1 Hogan Lovells also reviewed the retention applications of additional professional for the Debtor2 to determine if the retention was in the best interest of the unsecured creditors. 3 Fee/Employment Objections (Task Code B170) Fees: $1,115.00; Total Hours: 1.00 4 5 32. During the Second Interim Compensation Period, Hogan Lovells reviewed the fe6 applications of professionals retained by the Debtors to determine if any objections were warrante7 based on the efficiency and scope of the work performed. 8 Avoidance Action Analysis (Task Code B180) Fees: $106,207.50; Total Hours: 143.60 9 10 33. During the Second Interim Compensation Period, Hogan Lovells researched an11 analyzed potential causes of action (including for fraudulent conveyance) against Windtre12 Oakmont and others arising out of the Windtree Settlement. Assumption/Rejection of Leases and Contracts (Task Code B185) 13 Fees: $33,286.00; Total Hours: 38.00 14 34. Hogan Lovells analyzed the MediaTek license agreement and contracts wit15 CIP/Prestige and engaged in negotiations with the Debtors regarding the these contracts to ensur16 the treatment of these agreements was in the best interest of the creditors of the Debtors’ estate. 17 Other Contested Matters (excluding assumption/rejection) (Task Code B190) 18 Fees: $1,794.00; Total Hours: 2.30 19 35. Hogan Lovells engaged in discussions and ultimately reached a resolution with th20 Debtors regarding the length of the exclusivity period in which to file a plan and other conteste21 matters in connection with these Cases. 22 Business Operations (Task Code B210) 23 Fees: $3,435.00; Total Hours: 2.60 24 36. During the Second Interim Compensation Period, Hogan Lovells reviewed th25 Debtors monthly operating reports and business plan, as well as budget and cash flows. 26 27 28Page 22
1 Employee Benefits/Pensions (Task Code B220) 2 Fees: $118,229.00; Total Hours: 125.70 3 37. During the Second Interim Compensation Period, Hogan Lovells continued it4 negotiations with the Debtors regarding their KEIP Motion. The Debtors drafted and filed a5 objection to the KEIP Motion. Hogan Lovells also took a deposition of the Debtors’ compensatio6 expert in connection with the proposed KEIP. Finally, Hogan Lovells drafted and filed th 7 Declaration of Eric A. Reubel in Support of the Objection of Official Committee of Unsecure 8 Creditors of Wave Computing, Inc. to Debtors' Motion for Entry of an Order (I) Authorizing th 9 Debtors to Implement Key Employee Incentive Plan and (II) Granting Related Relief [Docket N10 526]. Ultimately, Hogan Lovells and the Debtors were able to negotiate a settlement on the KEI11 and filed a proposed order with modifications that were acceptable to both parties. 12 Financing/Cash Collections (Task Code B230) 13 Fees: $131,417.50; Total Hours: 133.10 14 38. Hogan Lovells and the Committee’s financial advisors continued to review the DI15 agreement and the Debtors’ proposed amendments to the DIP Motion, which required that th16 Committee’s advisors work closely with the Committee and the Debtors’ advisors, in order t17 understand the various aspects of the proposed financing, the Debtors’ capital structure, fundin18 needs and market conditions and comparable transactions with respect to loans of this type an19 size. The efforts of Hogan Lovells, the Committee’s financial advisors and the Committee led to 20 successful resolution that involved Tallwood providing DIP financing on terms that were highl21 favorable to the Debtors and unsecured creditors. 22 39. Another significant issue was the Debtors’ PPP Motion. Hogan Lovells and th23 Committee’s financial advisors spent significant time analyzing the implications of the retention 24 return of the PPP loan and engaged in extensive discussions with the Debtors regarding the PP25 funds. This issue was successfully resolved consensually in the context of the Debtors, th26 Committee and Tallwood agreeing terms for Tallwood’s DIP financing. 27 28Page 23
1 Tax Issue (Task Code B240) Fees: $3,758.00; Total Hours: 3.10 2 3 40. Hogan Lovells, along with the Debtors reviewed and analyzed relevant tax issues a4 the arose in connection with the Chapter 11 Cases. 5 Committee Governance and Meetings (Task Code B260) 6 Fees: $133,519.00; Total Hours: 133.60 7 41. During the Second Interim Compensation Period, Hogan Lovells conducted 8 weekly meeting with the Committee via video conferencing (the “Committee Meetings”). Durin 9 Committee Meetings, Hogan Lovells attorneys discussed key issues with the Committee, includin10 the upcoming matters scheduled for hearing by the Court. Prior to such meetings, Hogan Lovell11 attorneys reviewed pending matters requiring the Committee’s attention and the underlyin12 documentation and coordinated advice with the Committee’s other professional advisors. Hoga13 Lovells attorneys also drafted agendas for all such meetings, coordinated with the Committee Cha14 with respect to the agenda and items to be dealt with by the Committee, and distributed pertine15 documents and other information in advance to the Committee. In between Committee meeting16 Hogan Lovells communicated with and updated the Committee with respect to matters that wer17 pending or new events which arose and could not wait for the next Committee meeting. Thereafte18 Hogan Lovells discussed each of these matters with the Committee, as well as individu19 Committee members on separate occasions, and assisted the Committee in formulating a positio20 with respect to each matter. 21 Claims Administration and Objection (Task Code B310) Fees: $34,482.00; Total Hours: 28.80 22 42. During the Second Interim Compensation Period, Hogan Lovells reviewed an23 analyzed the Debtors’ objection to filed claims to determine potential recoveries for the gener24 unsecured creditors. On occasion the Committee provided its suggestions to the Debtors on ho25 certain claims should be treated. 26 27 Plan and Disclosure Statement (Task Code B320) Fees: $199,374.50; Total Hours: 183.70 28Page 24
1 43. During the Second Interim Compensation Period, Hogan Lovells spent a significa2 amount of time negotiating the construct of a consensual plan, with a restructuring/sale toggl3 feature, revising and reviewing the proposed term sheet for a chapter 11 plan of reorganization an4 negotiating with the Debtors and Tallwood to obtain favorable recoveries for the unsecure5 creditors. Hogan Lovells reviewed and provided input to Tallwood’s proposed term sheet an6 participated in extensive negotiations with the Debtors and Tallwood. Hogan Lovells also drafte7 anticipatory motions in the event the negotiations did not lead to a favorable result for the unsecure8 creditors. 9 Actual and Necessary Disbursements 10 44. Hogan Lovells has disbursed $48,336.99 as expenses incurred in providin11 professional services during the Compensation Period. These expenses are reasonable an12 necessary and were essential to, among other things, the subpoenas issued under the 20013 application. 14 45. Hogan Lovells has made every effort to minimize its disbursements in these Chapt15 11 Cases. The actual expenses incurred in providing professional services were necessar16 reasonable and justified under the circumstances to serve the needs of the Committee. 17 THE REQUESTED COMPENSATION SHOULD BE ALLOWED 18 46. The professional services rendered by Hogan Lovells have required a high degre19 of professional competence and expertise to address, with skill and dispatch, the numerous issue20 requiring evaluation and action by the Committee. The services rendered to the Committee wer21 performed efficiently, effectively, and economically, and the results obtained to date have benefite22 the unsecured creditors of the Debtors’ estate. 23 24 47. The allowance of interim compensation for services rendered and reimbursement 25 expenses in chapter 11 cases is expressly provided for in section 331 of the Bankruptcy Code: 26 Any professional person . . . may apply to the court not more than once every 120 days after an order for relief in a case under this title, 27 or more often if the court permits, for such compensation for services 28 rendered . . . as is provided under section 330 of this title.Page 25
1 48. With respect to the level of compensation, section 330(a)(1)(A) of the Bankruptc 2 Code provides, in pertinent part, that the Court may award to a professional person “reasonabl3 compensation for actual, necessary services rendered[.]” Section 330(a)(3), in turn, provides that: 4 In determining the amount of reasonable compensation to be awarded to . . . [a] professional person, the court shall consider the 5 nature, the extent, and the value of such services, taking into account 6 all relevant factors, including ― 7 (A) the time spent on such services; 8 (B) the rates charged for such services; 9 (C) whether the services were necessary to the administration of, or beneficial 10 the time which the service was rendered toward the completion of, a casunder this title; 11 (D) whether the services were performed within a reasonable amount of tim12 commensurate with the complexity, importance, and nature of the probleissue, or task addressed; 13 (E) with respect to a professional person, whether the person is board certifie14 or otherwise has demonstrated skill and expertise in the bankruptcy fieland 15 (F) whether the compensation is reasonable based on the customar16 compensation charged by comparably skilled practitioners in cases oththan cases under this title. 17 49. In the instant case, Hogan Lovells submits that the services for which it seek18 compensation and the expenditures for which it seeks reimbursement in this Application wer19 necessary for and beneficial to the preservation and maximization of value for creditors in thes20 chapter 11 cases. Such services and expenditures were necessary to and in the best interests of th21 Debtors’ estates, creditors and all other parties in interest. The compensation requested herein i22 reasonable and appropriate in light of the nature, extent and value of such services to th23 Committee, as well as the size and complexity of these Chapter 11 Cases. The professional service24 were performed expediently and efficiently. Whenever possible, Hogan Lovells sought to minimiz25 the costs of its services to the Committee. Accordingly, approval of the compensation fo26 professional services and reimbursement of expenses sought herein is warranted. 27 28Page 26
1 NOTICE 2 50. Notice of this Application has been provided to parties in interest in accordance wit3 the procedures set forth in the Interim Compensation Order. Hogan Lovells submits that, in vie4 of the facts and circumstances, such notice is sufficient and no other or further notice need b5 provided. 6 CONCLUSION 7 WHEREFORE, Hogan Lovells respectfully requests that the Court enter an order: (8 allowing Hogan Lovells (a) interim compensation for professional services rendered as counsel fo9 the Committee during the Second Interim Compensation Period in the amount of $2,164,980.2410 and (b) reimbursement of expenses incurred in connection with rendering such services in th11 aggregate amount of $48,336.99, for a total award of $2,213,317.23; (ii) authorizing and directin12 the Debtor to pay to Hogan Lovells $2,213,317.23 for services rendered and expenses incurre13 during the Second Interim Compensation Period; and (iii) granting such further relief as is just. 14 15 Dated: February 1,2021 16 HOGAN LOVELLS US LLP 17 By: /s/ Richard L. Wynne_____________ 18 Richard L. Wynne (Bar No. 120349) richard.wynne@hoganlovells.com 19 David P. Simonds (Bar No. 214499) david.simonds@hoganlovells.com 20 Edward J. McNeilly (Bar No. 314588) edward.mcneilly@hoganlovells.com 21 1999 Avenue of the Stars, Suite 1400 22 Los Angeles, California 90067 Telephone: (310) 785-4600 23 Facsimile: (310) 785-4601 24 Attorneys for the Official Committee of 25 Unsecured Creditors of Wave Computing, Inc. 26 27 28Page 27
1 Exhibit A Certification 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Page 28
1 richard.wynne@hoganlovells.com David Simonds (Bar No. 214499) 2 david.simonds@hoganlovells.com Edward J. McNeilly (Bar No. 314588) 3 edward.mcneilly@hoganlovells.com HOGAN LOVELLS US LLP 4 1999 Avenue of the Stars, Suite 1400 Los Angeles, California 90067 5 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 6 Attorneys for the Official Committee of Unsecured 7 Creditors of Wave Computing, Inc. 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN JOSE DIVISION 12 In re Case No. 20-50682 (MEH) 13 WAVE COMPUTING, INC., et al., Chapter 11 (Jointly Administered) 14 Debtors 1. CERTIFICATION OF RICHARD L. WYNNE I 15 SUPPORT OF SECOND INTERIM FEE APPLICATION FOR ALLOWANCE AND 16 PAYMENT OF FEES AND REIMBURSEMENT OF EXPENSES OF HOGAN LOVELLS US LLP 17 AS COUNSEL TO THE COMMITTEE OF UNSECURED CREDITORS OF WAVE 18 COMPUTING, INC.’S FOR THE PERIOD OF JULY 1, 2020 THROUGH AND INCLUDING 19 OCTOBER 31, 2020 20 Objection Deadline: February 22, 2021 4:00 p.m. (Pacific time) 21 Hearing Date and Time: 22 Date: March 4, 2021 Time: 10:00 a.m. 23 Judge: The Hon. M. Elaine Hammond 280 South First Street 24 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification 25 number, as applicable, are: Wave Computing, Inc. (4264), MIPS Tech, Inc. (8247), Hellosoft, Inc. (8640), Wave Computing (UK) Limited (None), Imagination Technologies, Inc. (6967), Caustic Graphics, Inc. (7272), and MIPS 26 Tech, LLC (2161). The Debtors' mailing address is 3201 Scott Blvd, Santa Clara, CA 95054. 27 28Page 29
1 2 3 4 I, Richard L. Wynne, hereby certify that: 5 1. I am a partner with the applicant firm, Hogan Lovells US LLP, (“Hogan Lovells”), an6 involved in Hogan Lovells’ representation of the Official Committee of Unsecured Creditors o7 8 Wave Computing, Inc. (the “Committee”) in connection with the above-referenced chapter 11 case9 (the “Chapter 11 Cases”). I am familiar with the Order Pursuant to 11 U.S.C. §§ 105(a) and 3310 Establishing Procedures for Interim Compensation and Reimbursement of Expenses 11 Professionals [Docket No. 701] (the “Interim Compensation Order”), the Guidelines fo12 Compensation and Expense Reimbursement of Professionals and Trustees for the Northern Distri13 of California, dated February 19, 2014 (the “Local Guidelines”), the U.S. Trustee Guidelines fo14 15 Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S. 16 § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Truste17 Guidelines”). 18 2. This Certification is made in connection with Hogan Lovells’ Second Interim Fe19 Application, dated January 29, 2021 (the “Application”), for interim compensation an20 reimbursement of expenses for the period commencing July 1, 2020 through and including Octob21 31, 2020 (the “Compensation Period”). 22 23 3. Pursuant to the Local Guidelines, I certify that: 24 a. I have read the Application; 25 b. To the best of my knowledge, information and belief formed after reasonabl26 inquiry, except as set forth in the Application, the fees and disbursements sought fall withi27 the Local Guidelines; and 28Page 30
1 4. I certify that the Debtors, the Debtors professionals, and the U.S. Trustee are each bein2 3 provided with a copy of the Application in accordance with the Interim Compensation Order. 4 5. Exhibit B to the Application compares the blended hourly rate billed by attorneys an5 paraprofessionals in Hogan Lovells U.S. offices to all matters during the preceding year on a rollin6 12 months year ending June 30, 2020 with the blended hourly rate billed by attorneys an7 paraprofessionals to the Debtors in connection with the Chapter 11 Cases during the Compensatio 8 Period. Hogan Lovells does not charge a premium for bankruptcy related services as compared t9 10 other services. 11 6. Hogan Lovells responds to the questions identified in the U.S. Trustee Guidelines a12 follows: 13 (a) Question: Did you agree to any variations from, or alternatives to, your standard o14 customary billing rates, fees or terms for services pertaining to this engagement th15 were provided during the application period? If so, please explain. 16 Answer: No. 17 (b) Question: If the fees sought in this fee application as compared to the fees budgetefor the time period covered by this fee application are higher by 10% or more, di18 you discuss the reasons for the variation with the client? 19 Answer: The fees are not higher by 10%. 20 (c) Question: Have any of the professionals included in this fee application varied the21 hourly rate based on the geographic location of the bankruptcy case? 22 Answer: No. 23 (d) Question: Does the fee application include time or fees related to reviewing revising time records or preparing, reviewing, or revising invoices? (This is limite24 to work involved in preparing and editing billing records that would not bcompensable outside of bankruptcy and does not include reasonable fees fo25 preparing a fee application.). If so, please quantify by hours and fees. 26 Answer: No. 27 (e) Question: Does this fee application include time or fees for reviewing time record28 to redact any privileged or other confidential information? If so, please quantify bPage 31
1 (f) Question: If the fee application includes any rate increases since retention: (i) Di2 your client review and approve those rate increases in advance? (ii) Did your clieagree when retaining the law firm to accept all future rate increases? If not, did yo3 inform your client that they need not agree to modified rates or terms in order t4 have you continue the representation, consistent with ABA Formal Ethics Opinio11-458? 5 Answer: Hogan Lovells did not change its rates for this matter during the applicabl6 period. 7 8 9 Dated: February 1, 2021 10 /s/ Richard L. Wynne 11 Richard L. Wynne Partner, Hogan Lovells 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Page 32
1 Exhibit B 2 Customary and Comparable Compensation Disclosures 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Page 33
1 Hogan Lovells’ hourly rates for bankruptcy services are comparable to the hourly rates 2 charged in complex chapter 11 cases by comparably skilled bankruptcy attorneys. In addition, 3 Hogan Lovells’ hourly rates for bankruptcy services are comparable to the rates charged by 4 Hogan Lovells, and by comparably skilled practitioners in other firms, for complex corporate an5 litigation matters, whether in court or otherwise, regardless of whether a fee application is 6 7 required. 8 The blended hourly rate for all Hogan Lovells timekeepers who worked on these cases is 9 approximately the same as the firm’s blended rate for all timekeepers over a Comparable Period 10 (defined below). In particular, the blended hourly rate for all Hogan Lovells timekeepers 11 (including both professionals and paraprofessionals) who billed to matters excluding chapter 11 12 representations (collectively, the “Non-Chapter 11 Matters”)10 during the 12-month period 13 beginning July 1, 2019 and ending on June 30, 2020 (the “Comparable Period”) was, in the 14 15 aggregate, approximately $617.27. By comparison, the blended hourly rate for all Hogan Lovell16 timekeepers (including both professionals and paraprofessionals) who worked on the Chapter 11 17 Cases during the Application Period was, in the aggregate, $859.42. 18 The following table shows blended hourly rates by category of professional and 19 paraprofessional (rounded to the nearest dollar) for the Comparable Period: 20 21 22 23 24 25 10It is the nature of Hogan Lovells’ practice that certain non-bankruptcy engagements require the advice and counsel26 of professionals and paraprofessionals who work primarily within Hogan Lovells’ Bankruptcy, Restructuring and Insolvency Group. Accordingly, Non-Chapter 11 Matters consist of matters for which Hogan Lovells’ timekeepers 27 represented a client in a matter other than court-approved chapter 11 representations. The Non-Chapter 11 Matters include time billed by Hogan Lovells’ timekeepers who work within Hogan Lovells’ Bankruptcy, Restructuring and 28 Insolvency Group.Page 34
1 2 Position at Hogan Blended Ratefor This Blended Ratefor Blended Ratefor 3 Lovells Application Non-Chapter 11 Non-Chapter 11 Period Matters for Los Matters 4 Angeles and New York Office Only 5 Partner $1,171.11 $1,003.44 $979.19 6 Counsel $850.00 $895.39 $883.63 Associate $620.91 $746.68 $720.85 7 Paralegal $408.00 $278.84 $278.53 Other Legal Support $366.82 $359.17 $525.43 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Page 35
1 Exhibit C 2 Budget and Staffing Plan 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Page 36
1 Application Period Budget 2| Period Covered | Actual | Forecast |
| July 2020 | $619,523.77 | $700,000.00 |
| August 2020 | $720,000.00 | $700,000.00 |
| September 2020 | $385,392.40 | $500,000.00 |
| October 2020 | $488,401.06 | $500,000.00 |
| Less Discount | ($76,052.76) | |
| Total | $2,150,778.24 | $2,400,000.00 |
| Category of Timekeeper |
Number of Timekeepers Expected to Perform Work Across Matters During the Budget Period |
Number of Timekeepers Actually Performing Work During the Budget Period11 |
Projected Average Hourly Rate |
| Partner | 4 | 6 | $1,250.00 |
| Counsel | 0 | 1 | $0.00 |
| Associate | 4 | 7 | $710.00 |
| Other Professionals |
2 | 4 | $425.00 |
Page 37
1 Exhibit D 2 Attorney Biographical Information 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28Page 38
Richard L. Wynne Partner, Los Angeles Richard Wynne has a national reputation for successfully +1 310 785 4602, Los Angeles richard.wynne@hoganlovells.com representing company and creditor/bondholder clients in complex restructurings in a wide variety of industries. He Practices focuses on solving clients' most challenging problems by Business Restructuring and Insolvency designing and implementing negotiations and litigation strategy, and serving as lead trial counsel. Industries Financial Institutions Richard's results-oriented approach was noted in Chambers 2017: "It was hard to see a goal line rather than a direction; Private Capital being able to maneuver through that complex process was one Education and admissions of the skills few lawyers have, and Rick is on that short list." Education Richard's recent engagements include Mattel, Inc. as the J.D., Columbia Law School, 1982 largest creditor and Creditors Committee Co-Chair in the Toys B.A., with distinction, Indiana R Us Chapter 11 case; Synopsys, plan co-proponent in the University, 1979 ATopTech chapter 11 case; acting as lead debtor's counsel for Bar admissions Achaogen, Inc., All American Oil & Gas, Inc., American California Apparel and Relativity Media, LLC; representing FGIC, New Jersey leading creditor and Creditors' Committee Chair in ResCap; New York the Ad Hoc Bondholders Committee in Chemtura; the Non- Agent Secured Lenders Committee in Adelphia; and Universal Court admissions U.S. Supreme Court and Fox in the Rhythm & Hues case. U.S. Court of Appeals, Second Circuit In a decisive recent victory, federal bankruptcy Judge Wiles U.S. Court of Appeals, Ninth Circuit ordered Netflix to pay Relativity Media all its US$800,000 in U.S. District Court, Northern District of attorney fees. Netflix argued that "Relativity should not be California allowed to recover the cost of a Cadillac (or a Ferrari) if a U.S. District Court, Southern District of Honda Civic would have done the job." Judge Wiles California responded: "A complicated, fast-paced 'bet the company' U.S. District Court, Central District of litigation requires counsel of higher caliber and expense than a California routine case with little at stake. A party may not need a Ferrari U.S. District Court, District of New to go to the corner grocery store, but winning a Grand Prix Jersey race is a different matter." U.S. District Court, Eastern District of New York Representative experience U.S. District Court, Southern District ofPage 39
Computing. • Represented Conseco, Inc. in the seventh largest U.S. bankruptcy filing. Conseco reported assets of over US$60bn, and confirmed a Chapter 11 plan in only nine months.* • Representing Mattel in the Toys R Us Chapter 11 case, as the largest trade creditor and creditors committee co-chair. • Represented Synopsys as the largest creditor and plan co-proponent in the AtopTech Chapter 11 case.* • Represented Relativity Media and its affiliates in a Chapter 11 case, confirming a plan of reorganization.* • Represented American Apparel, Inc. as lead debtors' counsel in its 2015 Chapter 11 case.* • Represented All American Oil and Gas, Inc. in restructuring a senior secured revolving credit facility to refinance debt and fund reserve development in the Kern River Oil Field.* • Represented Fox and Universal City Studios as rescue and DIP financiers to Rhythm & Hues, Inc., which filed for Chapter 11 in 2013, just before winning an Oscar for Life of Pi.* • Represented Sprint Nextel Corporation with respect to the out-of-court restructuring and financing of its majority-owned subsidiary Clearwire Corp.* Awards and rankings Finance: Restructuring (including bankruptcy), Legal 500 US, 2019-2020 Bankruptcy/Restructuring (USA), Chambers Global, 2006- 2019 Bankruptcy/Restructuring (California), Chambers USA, 2006- 2020 Latest thinking and upcoming events Publications "Navigating distress and insolvency in the oil and gas industry" "Coronavirus Aviation sector update - March 2020" "Coronavirus and cracks in your armor: Recognizing impending financial stressors spawned by a health pandemic" "Thinking ahead: Distressed M&A in uncertain times"Page 40
David P. Simonds Partner, Los Angeles, New York When distressed debt investors, financially troubled companies, +1 310 785 4647, Los Angeles +1 212 918 3747, New York and acquirers of businesses and assets need an experienced david.simonds@hoganlovells.com lawyer to guide them through a Chapter 11 case or an out-of-court restructuring, they turn to David Simonds. Practices Business Restructuring and Insolvency For more than 25 years, David has been advising on financial restructuring matters across several industries. He has been Industries involved in first-of-their-kind, complex restructurings both in Financial Institutions the United States and internationally, including cross-border Private Capital transactions and insolvencies. Areas of focus Clients have praised David as a "very pragmatic, deal-centered lawyer who focuses on results" and Chambers notes that, "He Creditor Representation in Restructurings and Insolvencies knows the ins and outs of bankruptcy very well, his advice is Cross-border Restructuring and always on point, and he is easy to work with and very Insolvency responsive." Debtor Representation in Restructurings and Insolvencies Prior to joining Hogan Lovells, David was most recently with a prominent international law firm for 19 years, 15 of which as a Hedge Funds partner in the financial restructuring group. David also Education and admissions previously served as Director of Operations for a leading apparel company. He is also a certified public accountant, registered in Education South Dakota (inactive). J.D., New York University School of Law, 1992 Representative experience B.S., summa cum laude, State University of New York at Albany, 1989 • Representing the Official Committee of Unsecured Creditors of Speedcast International Limited in its Chapter 11 bankruptcy Bar admissions filing, pending in the Bankruptcy Court of the Southern District of California Texas. New York • Representing the Official Committee of Unsecured Creditors of Certified Public Accountant, South processor technology and artificial intelligence company Wave Dakota (inactive) Computing. Memberships • Represented an ad hoc group of second-lien note holders in connection with internet content and cloud-based customer Fellow, American College of Investment Counsel (ACIC), 2012-present solutions company Answers Corp. in pre-packaged Chapter 11 case.* Member, ABIPage 41
Chapter 11 case. and Development Committee, ACIC • Advised an ad hoc group of noteholders of oil and gas producer Atlas Resource Partners in connection with its restructuring, effected through a prepackaged Chapter 11 case.* • Represented a term lender in restructuring a specialty agriculture company in its restructuring, leading the client through acquisition of majority ownership in the company.* • Represented the official committee of unsecured creditors in the Chapter 11 case of Imperial Capital Bancorp, a bank holding company. • Lead U.S. counsel regarding protection of a client's rights as noteholder of a Canadian lumber products company in proceedings under the Canadian Business Corporations Act (CBCA).* • Represented the official committee of unsecured creditors in the Chapter 11 case of Delta Air Lines.* • Represented the official committee of unsecured creditors in the Chapter 11 case of Washington Mutual Inc., a bank holding company in largest commercial bank failure.* • Represented an ad hoc group of gateway owners in the Chapter 11 case of Iridium Operating, a global satellite telephone company.* • Advised an ad hoc group of secured noteholders of a Chilean transportation/bus company in connection with its prepackaged Chapter 11 case in the United States.* • Represented an ad hoc group in the acquisition of ownership of a U.S. and Canadian thrift retailer through a debt-for-equity exchange and new money investment.* • Represented the official committee of unsecured creditors in the Chapter 11 case of Loral Space & Communications, an international satellite telecommunications company and manufacturer.* • Represented the official committee of unsecured creditors in the Chapter 11 case of FLAG Telecom Holdings Ltd., an international telecommunications company.* Awards and rankings Bankruptcy/Restructuring (California), Chambers USA, 2013- 2020 Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law (Los Angeles), Best Lawyers in America, 2007-2019Page 42
Jasper Howard Partner, Washington, D.C. Jasper Howard assists clients in structuring and executing +1 202 637 5437, Washington, D.C. jasper.howard@hoganlovells.com transactions in a tax-efficient manner. Clients often turn to Jasper for their largest, most important transactions that Practices present difficult tax issues. He has broad experience in Tax analyzing complex transactions and providing creative, Pensions workable solutions that meet the client's tax and business objectives, making him a go-to source for tax advice on Industries major business transactions. Private Capital For more than 25 years, Jasper has advised on tax aspects Education and admissions of a broad range of transactions, including tax-free spin-offs and restructurings of multibillion dollar companies. He Education frequently advises on mergers and acquisitions of public LL.M., New York University School of Law, 1989 companies as well as closely-held businesses in taxable and J.D., Duke University School of Law, tax-free transactions, including multistep tax-free 1987 reorganizations. He advises on both domestic and B.S., University of Kentucky, 1984 international joint ventures, and structuring inbound and Bar admissions outbound investments and other cross-border transactions. District of Columbia He also works extensively with clients in structuring and implementing internal reorganizations, especially in the international context, to integrate acquired businesses and re-align multijurisdictional organizational structures. Jasper is often called upon to help clients obtain private letter rulings from the IRS and achieve favorable results in IRS audits. He has obtained numerous private letter rulings on an array of issues, including tax-free spin-offs, tax-free reorganizations, section 382 issues, and consolidated federal income tax return matters, a topic he has worked on extensively and written about professionally. From 1995 to 1998, Jasper served as special counsel to the IRS chief counsel, where he participated in the development and formulation of regulations and other administrative guidance involving corporate, partnership, andPage 43
of Georgetown University Law Center, where he teaches Corporate Income Tax Law II, which focuses on tax-free reorganizations and spin-offs. He is also a frequent speaker at tax conferences. Representative experience Celgene Corporation in its acquisition of Impact Biomedicines for up to US$7bn. Marvell Technology Group in its acquisition of Cavium valued at US$6bn. RLJ Lodging Trust in its US$4.2bn acquisition of FelCor Lodging Trust Incorporated. Orbital Sciences Corporation in its US$9.2bn acquisition by Northrop Grumman Corporation. KBR, Inc. in its acquisition of SGT, Inc. Latest thinking and upcoming events Publications "Considerations in Seeking Private Letter Rulings for Spinoffs" Tax Notes, Volume 163, Number 9 "10 things international groups need to know about U.S. tax reform" Tax Alert "Pulse: U.S. tax reforms to spark global M&A activity" Pulse | Issue 5, 4 September 2017 "Consolidated Tax Returns, 4th Ed." Thomson Reuters, 2016-2017 "Consolidated Return Aspects of the Proposed Debt-Equity Regulations" Tax Notes Vol. 152 "Pulse: US tax reforms to spark global M&A activity" Pulse, September 2017Page 44
Pieter Van Tol Partner, New York Pieter Van Tol has acted as lead counsel in many of the +1 212 909 0661, New York pieter.vantol@hoganlovells.com seminal cases in the insurance and reinsurance field. With more than 25 years of litigation experience, he is recognized Practices in multiple directories as one of the top practitioners in the Litigation Services reinsurance industry. Insurance Over the course of his career, Pieter has acted as lead Insurance Litigation counsel for numerous arbitrations that went to final hearing Insolvency Litigation and in several jury and bench trials. Most recently, Pieter has concentrated on the developing area of broker-related Industries insurance and reinsurance disputes, and was counsel for a Insurance major reinsurance broker in an influential decision on Areas of focus broker-transition issues. Telecommunications and Wireline In addition to his reinsurance work, Pieter advises clients on directors' and officers' liability policies, bankruptcy Education and admissions litigation, international arbitration, and other cross-border Education matters. Clients have also turned to Pieter for advice on J.D., University of Washington, 1994 litigation issues in several major bankruptcies. Pieter M.A., Columbia University, 1988 represented the official creditors committee and liquidating B.A., summa cum laude, Dartmouth trustee in the multibillion-dollar bankruptcy involving College, 1985 Abengoa S.A., and has advised several debtors (including Bar admissions Orexigen Therapeutics, Signal International, KaloBios New York Pharmaceutical, and Allonhill) in connection with their Chapter 11 cases. Court admissions U.S. Court of Appeals, Second Circuit Because of his familiarity with the intricacies of cross- U.S. District Court, Eastern District of border disputes, including cutting-edge issues relating to New York personal jurisdiction, subject matter jurisdiction, and the U.S. District Court, Southern District of enforcement of judgments by or against foreign companies, New York clients have asked Pieter to act on their behalf in U.S. District Court, Western District of New York international arbitrations and related litigation (including appeals). These disputes have involved the information U.S. Supreme Court management, telecommunications, mortgage, real estate, Languages chemical, automotive, metals, and oil industries throughoutPage 45
Representative experience Representing an information management company in cross- border litigation involving artificial intelligence (AI) against a German supplier of AI software. Representing a reorganized debtor in adversary proceeding in Delaware bankruptcy court asserting breach of contract, avoidance, and related claims. Advising a foreign reinsurer in connection with insolvency and bankruptcy issues in the United States. Advising on directors' and officers' insurance issues and litigation matters in Orexigen Therapeutics Chapter 11 proceeding. Advising an energy company in connection with insurance aspects of maritime litigation arising out of oil delivery. Advising clients with respect to litigation aspects of Title III proceedings in Puerto Rico under the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA). Representing a food manufacturer in litigation involving claims of misleading labeling. Representing the official committees of unsecured creditors and liquidating trustee in litigation bankruptcy of the Missouri and Kansas cases of Abengoa with US$9bn in debt. Advised a foreign investment firm on potential litigation relating to real estate holdings in New York. Advised a receiver in New York state court receivership proceedings and represented receiver in litigation and arbitration relating to recovery of assets. Advised on litigation and insurance matters in KaloBios Pharmaceutical Chapter 11 proceeding. Represented an international telecommunications company in New York federal court enforcement of billion-dollar International Chamber of Commerce (ICC) award. Represented a foreign insurer in jury trial in state court against reinsurance brokers for breach of contract and tort. Represented an international chemical company in United Nations Commission on International Trade Law (UNCITRAL) arbitration arising out of sale of German plant. Represented a French automotive battery manufacturer in International Centre for Dispute Resolution (ICDR) arbitration with a U.S. company and proceedings from a jointPage 46
broker. Represented an international telecommunications company in UNCITRAL arbitration and related court proceedings involving breach of shareholders agreement. Represented an insurer in bench trial in New York federal court arising out of reinsurer's failure to pay claims on the basis of alleged late notice. Represented reinsurers in arbitration defending against claim for US$50m arising out of asbestos and other losses and prosecuting counterclaims. Awards and rankings Insurance and Reinsurance, Who's Who Legal, 2014-2018 Insurance: Advice to Insurers, Legal 500 US, 2013 Insurance: Dispute Resolution: Insurer (New York), Recognised Practitioner, Chambers USA, 2012-2013 Latest thinking and upcoming events Publications "Service of Suit Clauses: Do They Also Dictate the Applicable Law in Reinsurance Disputes?" ARIAS•U.S. Quarterly "Parallel Proceedings in the U.S. and Foreign Courts: The Variable Role of International Comity" International Aspects of U.S. Litigation, 2017Page 47
Bennett L. Spiegel Partner, Los Angeles Bennett Spiegel has advised debtors, creditors, creditors' +1 310 785 4603, Los Angeles bennett.spiegel@hoganlovells.com committees, bondholders, trustees, and asset purchasers in complex restructurings and Chapter 11 bankruptcies for Practices over three decades. Business Restructuring and Insolvency Bennett represented the largest bondholder in the Chapter Industries 11 cases of Stearns Holdings and its affiliates in New York Financial Institutions where, after negotiating a restructuring support agreement, the bondholders voted unanimously to accept the confirmed Education and admissions plan. Education Bennett recently represented All American Oil & Gas and its J.D., Yale Law School, 1984 affiliates as debtors in confirming their Chapter 11 plan in M.B.A., Yale School of Management, San Antonio. He previously represented Royal Bank of 1983 Scotland in the Thornburg Mortgage Chapter 11 cases in B.A., with highest honors, Rutgers, The Baltimore, where he settled claims exceeding US$500 State University of New Jersey, Rutgers College, 1980 million asserted by the Chapter 11 trustee for less than five percent of the amount asserted after nine years of litigation. Bar admissions California Before he joined the firm, Bennett's successes included Connecticut representing Dignity Health as joint venturer with certain District of Columbia debtors in the Adeptus Chapter 11 cases in Dallas; New York representing Los Angeles-based Relativity Media in its New Jersey television business Section 363 sale and confirmation of its Chapter 11 reorganization plan around its film business in Memberships New York, reducing debt by over US$600 million; and plan American Bankruptcy Institute confirmation in MF Global creditor plan proponents for Financial Lawyers Conference over US$1 billion and dismissal of claims seeking US$4.3 Los Angeles Bankruptcy Forum billion from Adelphia non-agent secured lenders. He The Bankruptcy Strategist, Editorial successfully represented Greenwich Capital against the Board ABFS Chapter 7 trustee seeking more than US$100 million Languages in which summary judgment was entered against the trustee on all claims. He advised Greenwich Capital in its English US$500 million, US$215 million, and US$100 million DIP financings of ABFS, Oakwood Homes, and New CenturyPage 48
trial counsel for the creditors' committee plan proponent in the US$600 million Reed Slatkin Ponzi scheme case, asset purchaser Morgan Creek, and Mötley Crüe in its lead singer's bankruptcy. Representative experience Represented Relativity Media, LLC and many of its affiliates through a Chapter 11 proceeding in bankruptcy and confirmed its plan of reorganization.* Represented an ad hoc group of financial institutions holding more than US$1.6bn in claims in the Chapter 11 bankruptcy cases of MF Global Holdings Ltd. and its related debtors.* Negotiated and documented the out-of-court restructuring of obligations for an acute care hospital, reducing projected debts by over US$155m and avoiding a Chapter 11 filing.* Obtained the dismissal of 22 out of 31 claims for The Royal Bank of Scotland Plc filed by the Chapter 11 Trustee in the Chapter 11 case of Thornburg Mortgage, Inc.* Represented Sprint Nextel Corporation with respect to the out-of-court restructuring and equity raise of Clearwire Corp. and Clearwire LLC.* Represented East West Bank, one of the largest independent commercial banks in California, in its successful appeal of Ravello Landing's confirmation order.* Represented a Starwood Capital-led consortium in restructuring over US$300m of debt related to the recapitalization of Terranea Resort in California.* Represented Daughters of Charity Hospital System in its efforts to acquire Downey Regional Medical Center, a Chapter 11 debtor, through a plan of reorganization.* Represented approximately 400 lending institutions (Non- Agent Lenders) in the Adelphia Communications bankruptcy case.* Represented the Chapter 11 debtor in the US$385m sale of Leiner Health Products.* Represented the Chapter 11 debtor in Calpine's disposition of US$1bn+ in power plants.* Represented the Chapter 11 debtor in developing a reorganization plan for W.R. Grace.* Represented the Chapter 11 debtor in selling Cable & Wireless USA for multiples of the stalking-horse bid.*Page 49
reorganization plan for actress Zsa Zsa Gabor.* Advised Greenwich Capital in its US$500m, US$215m, and US$100m DIP financings of ABFS, Oakwood Homes, and New Century Financial.* Acted as lead trial counsel for the creditors' committee plan proponent in the US$600m Reed Slatkin Ponzi scheme case.* Represented asset purchaser Morgan Creek.* Represented the Mötley Crüe band and its members as creditors in the bankruptcy of its lead singer.* Awards and rankings Bankruptcy/Restructuring (California), Chambers USA, 2011-2020 Bankruptcy: Business, Southern California Super Lawyers, 2005-2020 Finance: Restructuring (including bankruptcy), Legal 500 US, 2019-2020 Latest thinking and upcoming events Publications "A creditor's game plan in Chapter 11: Five things to consider" "Navigating coronavirus: Considerations for rent modifications in the U.S." Real Estate UpdatePage 50
Stephanie Yonekura Partner, Los Angeles Stephanie Yonekura leads our global Investigations, White +1 310 785 4668, Los Angeles stephanie.yonekura@hoganlovells.com Collar, and Fraud practice. She is a member of the firm's Crisis Leadership Team and regularly advises clients on Practices corporate compliance issues and policies. Gaming Law She brings a unique perspective to any internal Investigations, White Collar, and Fraud investigation. Having served as a federal prosecutor for 14 Litigation Services years and as the Acting U.S. Attorney in Los Angeles, Privacy and Cybersecurity Stephanie knows the hot-button issues that are considered Crisis Leadership Team in every stage of any government investigation. As the Technology Litigation Acting U.S. Attorney of the largest office outside of Washington, D.C., Stephanie was an active participant in Industries the larger U.S. Department of Justice (DOJ) community, Financial Institutions serving on nationwide committees on white collar fraud, Life Sciences and Health Care cybercrime, and intellectual property. Stephanie is a highly TMT accomplished trial attorney, exuding confidence, knowledge, and integrity in the courtroom. Areas of focus Bribery and Corruption In private practice, Stephanie uses her substantial experience in the trenches, in the courtroom, and as the Financial Services Regulatory Investigations and Enforcement chief law enforcement officer in Los Angeles to help clients Anti-money Laundering understand the key issues and investigate matters strategically and surgically. False Claims Act and Qui Tam Risk Management, Governance, and Representative experience Compliance Represented a tech company in a False Claims Act case and Breach Preparedness, Response, advocated for DOJ and California not to intervene. The court Investigation, and Comms dismissed with prejudice and awarded attorney's fees. Corporate and Shareholder Litigation in the U.S. Conducted an internal investigation for a food company involving potential Foreign Corrupt Practices Act (FCPA) Education and admissions violations in Thailand. Conducted an internal investigation for a Fortune 500 Education company involving potential FCPA violations in the United J.D., University of California, Los Arab Emirates. Angeles School of Law, 1996 Represented a Fortune 500 health care company in B.A. Political Science, magna cum laude,Page 51
favor and award of attorney's fees. Bar admissions Represented a software developer in connection with alleged California fraud scheme investigation by DOJ. Memberships Represented a university in connection with a National Board Member, Japanese American Bar Science Foundation - Office of Inspector General (NSF-OIG) Association, 2015-2016 and DOJ investigation relating to alleged grant fraud. Board Member, Library Foundation of Conducted an internal investigation for a university relating Los Angeles, 2016 to alleged health care fraud violations. Member, Los Angeles Police Represented a medical device company in a U.S Food and Commission's Advisory Committee Drug Administration and OIG investigation. Languages Represented a Fortune 500 life sciences company in connection with a U.S. Securities and Exchange Commission English (SEC) insider trading investigation. Represented a Fortune 50 health care company in connection with DOJ health care fraud investigation. Represented a private investment firm in connection with an SEC fraud investigation. Advised media companies on cybersecurity incident response preparation and planning. Oversaw a DOJ investigation of the hacking of one of the world's largest entertainment companies reportedly by a foreign government. Supervised a DOJ residential mortgage-backed securities (RMBS) investigation into a major financial institution, resulting in a record billion-dollar settlement. Oversaw a DOJ investigation of a national rating agency's rating of RMBS and collateralized debt obligations leading to a multimillion-dollar settlement. Authorized every qui tam intervention decision in Los Angeles as Acting U.S. Attorney and First Assistant U.S. Attorney. Awards and rankings Litigation: White-Collar Crime & Government Investigations (California), Chambers USA, 2019-2020 Leaders of Influence: Top Litigators and Trial Lawyers, Los Angeles Business Journal, 2020 Latest thinking and upcoming events PublicationsPage 52
investigations: A cautionary tale" "Executive considerations: government collusion with corporate counsel in internal investigations" Financial Executives International "DOJ refines cooperation requirements of FCPA corporate enforcement policy" Client Alert "ADG Insights: 2019 Bribery and corruption enforcement landscape" ADG Insights "You've Been Served! A Guide for What to Do When the Government Comes Knocking" Litigation, Volume 44, Number 4, American Bar Association, Summer 2018 "Global bribery and corruption outlook 2018"Page 53
Gejaa T. Gobena Partner, Washington, D.C. Gejaa Gobena uses his almost two decades of experience as +1 202 637 5513, Washington, D.C. gejaa.gobena@hoganlovells.com both a former senior prosecutor and private attorney to help companies and individuals thoughtfully navigate high- Practices stakes investigations and government enforcement actions, Health Law particularly in the area of healthcare fraud. Investigations, White Collar, and Fraud Health care is one of the largest parts of our economy and Litigation Services raises unique issues that touch on public policy and patient Industries health and safety. Gejaa has handled investigations in every part of the health care industry, and his unique experience Life Sciences and Health Care and approach to handling complex matters is especially Areas of focus valuable to clients as they evaluate allegations, assess risks, False Claims Act and Qui Tam and respond to government investigations. Prior to joining Hogan Lovells, Gejaa served as Deputy Education and admissions Chief of the Fraud Section in the Criminal Division of the Education United States Department of Justice. As Deputy Chief, he J.D., Columbia Law School, 1998 led the Criminal Division's 50-attorney healthcare fraud B.A., with high distinction, University of unit, supervising prosecutions brought by Medicare Fraud Virginia, 1995 Strike Force teams across the country and spearheading the Bar admissions unit's recent shift to investigating and prosecuting broader District of Columbia corporate health care fraud schemes. Prior to joining the New York Criminal Division, Gejaa spent six years in the Civil Division, investigating and prosecuting False Claims Act and qui tam matters that resulted in hundreds of millions of dollars in judgments and settlements. Gejaa has received numerous awards as a result of his government service, including the Attorney General's Award for Fraud Prevention in 2016 and in 2011, the Award for Excellence from the Health and Human Services Department of the Office of the Inspector General in 2015, and the Assistant Attorney General's Award for Distinguished Service in 2013. In 2011, he was also selected by the National Law Journal as one of the top 40 minorityPage 54
Awards and rankings Healthcare: Service Providers, Legal 500 US, 2017 Dispute Resolution: Corporate Investigations and White- Collar Criminal Defense, Legal 500 US, 2017 Attorney General's Award for Fraud Prevention, U.S. Department of Justice, 2016, 2011 Award for Excellence, U.S. Health and Human Services Department of the Office of the Inspector General, 2015 Assistant Attorney General's Award for Distinguished Service, U.S. Department of Justice, 2013 Latest thinking and upcoming events Publications "Supreme Court curtails federal public corruption prosecutions in "Bridgegate" case" "FCA Guide: 2019 and the road ahead" Hogan Lovells "DOJ refines cooperation requirements of FCPA corporate enforcement policy" Client Alert "DOJ memorandum provides clarified guidance on corporate inability-to-pay claims" International Law Office "DOJ issues new guidance regarding cooperation in False Claims Act investigations" "Updated DOJ guidance underscores importance of implementing a truly effective corporate compliance program"Page 55
James M. Wickett Partner, Washington, D.C. Jamie Wickett is well-known by clients and policymakers as +1 202 637 6422, Washington, D.C. james.wickett@hoganlovells.com one of Washington's leading advocates for corporations, nonprofits, coalitions, and trade associations seeking Practices government policy change – or seeking to prevent change. Government Relations and Public His practice focuses on federal tax policy as well as energy, Affairs environmental, financial services, pension, and technology Tax issues, in both legislative and regulatory matters. Areas of focus With more than 25 years of experience, on Capitol Hill at a Energy Legislation and Policy major business trade association and in private practice, Legislation Jamie is well-practiced in drafting technical legislative or Political Law Compliance regulatory proposals. He combines this skill with the ability to develop and implement advocacy strategies to achieve Tax Legislation and Policy client objectives in the political arena. One particular area Education and admissions of focus for Jamie has been the advocacy of legislative and regulatory solutions in areas where government policy has Education failed to keep up with advancing technologies, such as J.D., The George Washington University Law School, 1997 alternative energy technologies, advanced vehicles, or B.A., Tulane University, 1989 financial practices. Bar admissions Jamie is also a founding member of the firm's Political Law District of Columbia Compliance Practice Group, where he helps clients comply Memberships with federal election laws, the Lobbying Disclosure Act, and Advisory Board Member, NFIB Legal congressional ethics rules. Foundation Representative experience • Drafting and successful advocacy of extended net operating loss carryback for electric utilities. • Successful development and advocacy of tax incentive for enhanced oil recovery using captured carbon dioxide. • Represented major automaker in successful effort to revise electric vehicle tax credit statute. • Represented a coalition of electric utilities in successful effort to revise solar investment tax credit statute.Page 56
Latest thinking and upcoming events Publications "Congress modifies terms of PPP to provide borrowers with greater flexibility" "House and Senate considering bills to enhance flexibility for PPP borrowers, including by extending forgiveness period" "COVID-19: The Federal Reserve Board revises terms and issues FAQs for the Main Street Lending Program" "Braving a perfect storm: Avoiding legal and reputational risk associated with CARES Act oversight and investigations" "A (cloudy) CARES 2.0 "crystal ball"" "REVISED (Update #3): COVID-19 U.S.: Navigating the Paycheck Protection Program (PPP) under the CARES Act and recent SBA guidance”Page 57
Babak Nikravesh Partner, Silicon Valley, San Francisco Babak Nikravesh represents institutional investors and +1 650 463 4123, Silicon Valley +1 415 374 2463, San Francisco managers on their cross-border investment strategies and babak.nikravesh@hoganlovells.com operations. Practices Babak has worked closely with institutional investors, Education including sovereign wealth funds, public sector pension Infrastructure, Energy, Resources, and funds, social security funds, and international Projects organizations, for nearly two decades, well before the term Investment Funds "sovereign wealth fund" was coined. He has advised Joint Ventures investors on hundreds of investment transactions across Pensions diverse asset classes and geographies, including fund, co- invest and direct investments in venture capital, private Private Equity equity, real estate, infrastructure, and debt. Real Estate Tax Babak counsels clients on the various operational and regulatory issues that arise from operating abroad, with Industries particular emphasis on the complex tax issues relating to Diversified Industrials both sovereign institutions and their employees. He also Energy and Natural Resources advises the sponsors and managers of a variety of Financial Institutions investment funds, including Opportunity Zone Funds, on Real Estate formation, investment, and operational issues, and represents universities in the United States and abroad on Technology & Telecoms diverse matters. Private Capital Recognized in Chambers USA and Legal 500 US, Babak Areas of focus speaks and writes regularly on a variety of international Corporate and Commercial topics, and is the author of U.S. Income Taxation of Foreign Transactions Governments, International Organizations, Central Banks Fund Structuring and Establishment and Their Employees, the leading treatise on the taxation of Infrastructure Funds government-linked investors. His works have been cited in Institutional Investors numerous publications, including the Oxford Guide to International Tax Planning Treaties, The Practice of Shared Responsibility in Investment Funds and Tax International Law and the forthcoming edition of Infrastructure/Energy M&A and Joint International Law: A Treatise, Volume 1 by L. Oppenheim. Ventures An avid soccer fan, Babak coaches youth soccer in his freePage 58
Representative experience Public International Law Real Estate Tax and REITs Advised a national social security fund on tax and regulatory issues arising from the establishment of branch offices Secondaries abroad. Sovereign Investors Advised a Middle Eastern sovereign wealth fund on its solar Tax Exempt energy joint venture. Hogan Lovells China Desk Advised a Southeast Asian sovereign wealth fund on its US$285 million follow-on investment in Duquesne Light, the Education and admissions largest electric utility in greater Pittsburgh. Education Advised an Australian superannuation fund on its investment M.A., Stanford University, 1998 in Waterland Private Equity Fund VII, a Dutch fund focused on investments in Northern Europe. LL.M., London School of Economics and Political Science, 1997 Advised a Canadian pension fund on a multibillion dollar restructuring of its global real estate portfolio. J.D., University of California, Los Angeles School of Law, 1996 Advised a Southeast Asian sovereign wealth fund on its direct B.A., University of California, Berkeley, investment in Neo On Business Ltd, a Brazil-based software 1992 company. Bar admissions Advised an East Asian sovereign wealth fund on its investment in GSO Capital Solutions Overseas Fund III. California Advised a Middle Eastern sovereign wealth fund in its New York acquisition of an office campus in North Carolina. Awards and rankings Tax: U.S. Taxes: Non-Contentious, Legal 500 US, 2020 Investment Funds: Private Equity Funds (Including Venture Capital), Legal 500 US, 2020 Tax: International Tax, Legal 500 US, 2018-2020 Tax (Northern California), Chambers USA, 2015-2016, 2019 Pro Bono Achievers, The Recorder, 2012 Latest thinking and upcoming events Publications "Taking advantage of the secondaries market" FS Super "Why are investors looking to qualified opportunity funds for U.S. real estate investment opportunities?" "Top five takeaways from Hogan Lovells Sovereign Investment Conference and a tax list" Private Equity AlertPage 59
"The New FIRPTA Exemption for Foreign Pension Funds" International Tax Review, February 2016 "New Partnership Tax Audit Rules Will Impact Private Investment Fund Vehicles", November 2015Page 60
Ann Chungsun Kim Partner, Los Angeles Whether dealing with securities investigations or the +1 310 785 4711, Los Angeles ann.kim@hoganlovells.com thorniest of white collar matters, Ann Kim helps clients navigate what can be some of the most challenging legal Practices issues for a company. Investigations Ann represents clients from the earliest stages of an Litigation investigation through trial during criminal and civil Commercial Litigation regulatory matters and handles complex civil business Industries litigation. Moreover, she leverages her legal acumen and trial experience to advise clients across various industries, Financial Institutions including public companies, health care organizations, Life Sciences and Health Care financial institutions, and investment funds. Areas of focus With over 12 years of experience working in the federal Anti-money Laundering government, Ann strategically draws upon her wealth of Anti-corruption and FCPA knowledge to advise clients and provide insight on how to Corporate and Shareholder Litigation in navigate a government investigation. She spent the last five the U.S. years in the U.S. Attorney's Office for the Central District of Financial Services Regulatory California and, prior to that, seven years as a senior counsel Investigations and Enforcement in the Enforcement Division of the Securities and Exchange Government Investigations Commission's Los Angeles Regional Office. While at the White Collar Crime and Fraud U.S. Attorney's Office and the SEC, Ann investigated and litigated high-profile securities matters and violations of Education and admissions federal securities laws, including fraudulent investment Education schemes, violations of the Foreign Corrupt Practices Act, J.D., magna cum laude, Pepperdine and insider trading cases that involved Fortune 500 University School of Law, 2000 companies. Before joining the government, Ann spent six B.A., University of California, Los years as an associate and counsel at a multinational law Angeles, 1992 firm. Bar admissions California Ann is fluent in Korean and has close ties to the Korean community in the greater Los Angeles area. Memberships ABA White Collar Crime Committee, Southern California Region, Co-Chair Court admissionsPage 61
Julia McLetchie Counsel, Boston Julia McLetchie represents companies and individuals in +1 617 371 1036, Boston julia.mcletchie@hoganlovells.com government investigations, white-collar criminal defense, complex business litigation, and products liability matters. Practices She serves clients in the life sciences, health care, medical Litigation Services device, pharmaceutical, and financial industries. She has Investigations, White Collar, and Fraud significant experience conducting robust internal Employment investigations and assisting clients in determining how to Health Law proceed. Industries Julia advises clients facing allegations of health care fraud, Financial Institutions including violations of the False Claims Act; the Anti- Diversified Industrials Kickback Statute; and the Food, Drug, and Cosmetic Act. Life Sciences and Health Care She also handles numerous products liability matters (including multidistrict litigation), contract disputes, Areas of focus partnership and intra-corporate disputes, and employment False Claims Act and Qui Tam matters. She is particularly experienced in electronic discovery and all stages of criminal and civil litigation, from Education and admissions indictment or complaint through trial and sentencing. Education Julia served as a Special Assistant Federal Defender in the J.D., magna cum laude, Boston College Law School, 2007 District of Massachusetts. During this time, she represented indigent clients in all stages of the federal criminal process, B.A., summa cum laude, Connecticut College, 2003 including trial, sentencings, supervised release violation hearings, plea agreement negotiations and Rule 11 hearings, Bar admissions Massachusetts and at pretrial and presentence interviews. Memberships Julia is dedicated to pro bono services and successfully Boston Bar Association represented a federal inmate seeking commutation of Boston Bar Foundation, Society of sentence from the president, and inmates seeking habeas Fellows corpus relief under Johnson v. United States. She also Federal Bar Association, Board Member represents victims of domestic violence in family law and in Criminal Law Section, Massachusetts restraining order matters and has helped obtain political Chapter asylum for clients from Rwanda and Sudan. Massachusetts Association of Criminal Defense Lawyers Julia joined the firm after practicing for three years in thePage 62
she completed a firm-sponsored fellowship in the Family Court admissions Law Unit at Greater Boston Legal Services. Prior to that, she U.S. District Court, District of Massachusetts was a law clerk for the Honorable Christopher F. Droney, U.S. District Court for the District of Connecticut. U.S. Court of Appeals, First Circuit Representative experience Obtained summary judgment and dismissal of all counts for banking client in a mortgage fraud matter.* Represent businesses and witnesses in investigations involving potential violations of the False Claims Act, Anti-Kickback Statute, Stark Laws, and other federal laws. Obtained US$1m+ verdict in action for breach of stockholder's agreement and defended client in fraud, waste, and breach of fiduciary duty counterclaims.* Represented medical device manufacturer in complex multi-district litigation comprised of over 10,000 lawsuits alleging manufacture of defective products.* Obtained sentences of probation for clients charged with federal crimes such as counterfeiting and distribution of controlled substances.* Negotiated favorable settlement in dispute regarding allocation of assets pursuant to a securities purchase and sale agreement.* Assisted in negotiation of favorable settlement after discovery in a class action suit against financial institution.* Awards and rankings Rising Star, Business Litigation, Criminal Defense: White Collar, Super Lawyers, 2014-2017 Latest thinking and upcoming events Publications "Supreme Court curtails federal public corruption prosecutions in "Bridgegate" case" "Podcast series: False Claims Act 2018 and the road ahead" Podcast "False Claims Act: 2018 and the road ahead"Page 63
Helen Y. Trac Senior Associate, San Francisco Helen Trac represents leading technology companies on +1 415 374 2348, San Francisco helen.trac@hoganlovells.com technologies encompassing consumer electronic devices such as e-book readers, tablets, and smartphones. Practices Equipped with both engineering and law degrees, Helen Patents helps clients navigate federal district courts, the U.S. Court Intellectual Property of Appeals for the Federal Circuit, and the International Litigation Services Trade Commission. She is licensed to practice before the Technology Litigation U.S. Patent and Trademark Office, with a focus on new patent proceedings such as inter partes review. She also Areas of focus assists clients in transferring intellectual property assets, Class Actions and Group Litigation including pre-acquisition due diligence evaluating the Education and admissions patent portfolio of the target firm. Education In addition to her IP practice, Helen also represents clients J.D., Harvard Law School, 2012 in a number of class action cases, in both federal and B.E. Computer Science, summa cum California state court. Her class action experience includes laude, University of Michigan, 2009 privacy claims with respect to mobile apps, unfair B.E. Electrical Engineering, summa cum competition claims regarding the medical coding practice of laude, University of Michigan, 2009 a national clinical laboratory, and false advertising claims Bar admissions levied against a luxury car manufacturer. She has also California worked on several class action cases involving food labeling Certified Information Privacy claims. Professional (CIPP) Helen's interest in technology runs deep. In law school, she Certified Bitcoin Professional (CBP) was Submissions Manager for the Harvard Journal of Law Memberships and Technology (JOLT) and wrote and edited articles for Co-Chair, AABA Education Committee (2015-2017) Harvard's JOLT Digest, an online resource for reports on the latest law and technology news. Before law school, Court admissions Helen graduated summa cum laude from the University of U.S. Court of Appeals, Ninth Circuit Michigan with a dual major in Electrical Engineering and U.S. District Court, Central District of Computer Science Engineering. Before switching careers, California she worked as an engineer at a well-known Silicon Valley U.S. District Court, Northern District of California firm designing the memory system of graphics cards. U.S. Patent & Trademark OfficePage 64
rejoined the firm after clerking for the Honorable David Languages Laro at the United States Tax Court. Helen also served as a English judicial intern for the Honorable Steven W. Rhodes at the Chinese United States Bankruptcy Court of the Eastern District of Michigan prior to joining Hogan Lovells. Latest thinking and upcoming events Publications "US Patents and the potential global monopoly effect for software" LimeGreen IP News "U.S. Energy Disputes: Patents or Trade Secrets? Yes, Please." "Battle to Unlock the Box" Intellectual Property Magazine "Tax Dispute Over Coca-Cola's Non-U.S. Trademarks Explained" World Trademark Review DailyPage 65
Edward McNeilly Senior Associate, Los Angeles Edward McNeilly offers clients exceptional legal counsel as +1 310 785 4671, Los Angeles edward.mcneilly@hoganlovells.com they navigate the complex process of restructuring and insolvency. Practices Edward draws upon his experience of practicing in the Business Restructuring and Insolvency United Kingdom and in the United States to help debtors Industries and creditors resolve their most complex stateside and Financial Institutions international issues. Clients recognize Edward's tenacity and ability to develop practical solutions to their most Education and admissions complex matters. Education Edward has represented clients in a range of areas in both Legal Practice Course, with distinction, the United Kingdom and the United States, including BPP Law School, 2012 bankruptcy proceedings, out-of-court restructurings, and Graduate Diploma in Law, with distinction, BPP Law School, 2011 finance deals. Ph.D., University of Cambridge, 2011 Notably, Edward has taken on a number of pro bono cases, M.Phil., with distinction, University of helping clients with issues surrounding immigration and Cambridge, 2007 foreclosure. M.A., with first class honors, University of St Andrews, 2006 Representative experience Bar admissions Represented a term lender in restructuring a specialty California agriculture company through its restructuring, with the client acquiring majority ownership in the company* Washington Successfully obtained dismissal of chapter 13 case for secured Solicitor, England and Wales creditors and relief from stay when debtor subsequently filed Court admissions chapter 12 case* U.S. District Court, Central District of Represent a major counterparty in The Weinstein Company's California Chapter 11 cases U.S. District Court, Northern District of Represented the Official Creditors Committee of Sears California Holding Corporation* U.S. District Court, Southern District of California Represented administrators in the UK administrations of London-listed companies: Afren plc, Africa-focused oil E&P U.S. District Court, Western District of company, and African Minerals Ltd, a company with mining Washington interests in Sierra Leone*Page 66
Publications "The impact of COVID-19 on the hardest hit industries and how to minimize the damage" "The impact of COVID-19 on the hardest hit industries and how to minimize the damage"Page 67
David Bastian Senior Associate, Boston David Bastian draws on his trial and appellate experience +1 617 371 1022, Boston david.bastian@hoganlovells.com gained from serving as an associate at a large civil litigation firm, as an assistant district attorney, and as an intern for Practices two Massachusetts judges to advise his clients on criminal Employment and complex civil litigation matters and in government Litigation Services investigations. Medical Device and Technology He handles cases across a range of industries, including Regulatory health care, financial services, pharmaceuticals, medical Pharmaceuticals and Biotechnology Regulatory devices, and education. Fluent in German and a dual Investigations, White Collar, and Fraud U.S./German citizen, David is an asset to teams handling matters with international components. David also devotes Industries a significant portion of his time to conviction integrity Life Sciences and Health Care matters. He is currently handling a pro bono case on behalf TMT of the New England Innocence Project, advocating for an individual who asserts his innocence after being convicted Areas of focus of serious crimes. Government Investigations Prior to working in private practice, David served as an False Claims Act and Qui Tam assistant district attorney in the Appeals and Training Education and admissions Bureau of the Middlesex District Attorney's Office. While there, he argued several cases before the Massachusetts Education Appeals Court and advised detectives of the Massachusetts J.D., summa cum laude, Suffolk State Police on search warrant matters during homicide University Law School, 2014 investigations. B.A., cum laude, University of Connecticut, 2010 While in law school, David interned for The Honorable Bar admissions Denise J. Casper of the U.S. District Court for the District of Massachusetts Massachusetts and The Honorable Patricia A. Flynn of the Memberships Massachusetts Juvenile Court. He was also awarded the Boston Inn of Court Jurisprudence Award for Excellent Achievement in the German American Business Council of Study of Professional Responsibility and the Study of Boston Evidence. Court admissions Latest thinking and upcoming events U.S. District Court, District ofPage 68
"MAC/MAE clauses and the COVID-19 pandemic: a Languages checklist of things to consider" English "The Southern District of New York expresses concern with German government’s “outsourcing” of corporate internal investigations" "Influencer Promo Guide: Best Practices for Drug and Device Firms" "False Claims Act: 2018 and the road ahead" "FCA Alert: Medical judgment can be "false" under False Claims Act" FCA AlertPage 69
Rahmon J. Brown Law Clerk, New York Rahmon Brown helps clients navigate the stressful +1 212 918 5814, New York rahmon.brown@hoganlovells.com environment inherent with complex restructurings and insolvencies. Whether representing debtors or creditors, Practices Rahmon works with clients to find creative solutions in both Business Restructuring and Insolvency in- and out-of-court financially distressed situations. Industries Rahmon has experience with all facets of large Chapter 11 Financial Institutions bankruptcy proceedings. Prior to joining the firm, Rahmon was a law clerk to Hon. John T. Dorsey in the U.S. Education and admissions Bankruptcy Court for the District of Delaware, where he Education gained valuable experience working on large complex J.D., Loyola University Chicago School Chapter 11 cases. Prior to that, he clerked for Hon. Hannah of Law, 2017 L. Blumenstiel in the U.S. Bankruptcy Court for the B.S., Alcorn State University, 2013 Northern District of California. Having previously served as a staff attorney to a Chapter 13 Trustee, Rahmon has Memberships Member, American Bankruptcy significant experience with appearing before bankruptcy Institute courts. Court admissions Rahmon earned his undergraduate degree in accounting U.S. District Court, Northern District of from Alcorn State University and his law degree from Illinois Loyola University Chicago School of Law. While in law school, he served as the Publications Editor of the Loyola Consumer Law Review. He also served as the Vice-Chair for the Midwest Region of the National Black Law Students Association.Page 70
Sara Posner Associate, New York Sara Posner helps clients sort out the legal disturbance that +1 212 918 3593, New York sara.posner@hoganlovells.com comes from financial restructurings and insolvencies. She began her career at Hogan Lovells as a summer associate in Practices 2017. Business Restructuring and Insolvency In addition to her work within the Business Restructuring Education and admissions and Insolvency team, Sara is passionate about pro bono causes, particularly those related to immigration and Education women's rights. J.D., University of Michigan Law School, 2017 While in law school, Sara gained valuable experience as a B.A., University of Michigan, 2014 student attorney for the University of Michigan Law School Bar admissions Unemployment Insurance Clinic and the University of New York Michigan Law School Human Trafficking Clinic, working Court admissions with both English- and Spanish-speaking clients. She also U.S. District Court, Eastern District of served as an articles editor for the Michigan Journal of New York Gender and Law. During the summer after her first year of U.S. District Court, Southern District of law school, she was a judicial intern with the Chicago New York Immigration Court. Languages Representative experience English Represented a holder of a majority in principal amount of Spanish notes issued by mortgage origination company Stearns Holdings in connection with its Chapter 11 case. Advising U.S. Bank as trustee in connection with the multi-billion dollar restructurings of Puerto Rico's indebtedness, involving over US$10bn face amount of bonds issued by various Puerto Rican public corporations. Representation of publicly traded biotech company Achaogen Inc. in its Chapter 11 bankruptcy filing, currently pending in Delaware Bankruptcy Court. Representation of All American Oil and Gas Inc. in its Chapter 11 bankruptcy filing, currently pending in the Bankruptcy Court for the Western District of Texas. Representing the MexCAT ad hoc bondholder group in respect of the US$6bn of bonds issued by the Mexico CityPage 71
Jessica Bigby Law Clerk, Washington, D.C. Jessica Bigby helps clients facing civil, criminal, and +1 202 637 2498, Washington, D.C. jessica.bigby@hoganlovells.com administrative investigations involving the federal government. Her clients range from large corporations Practices navigating complex government and internal investigations Investigations to higher education institutions facing violations of the Americans with Disabilities Act of 1990. Industries Aerospace, Defense, and Government Prior to and during law school, Jessica spent over a decade Services at the Department of Defense. Her background in policy, Education government contracting, and human resources gives her a Life Sciences and Health Care unique perspective on complex issues related to TMT compliance. While in law school, Jessica served as an editor for the Education and admissions Georgetown Journal of Legal Ethics and gained valuable Education experience in Georgetown's Civil Litigation Clinic where she B.A., University of Richmond, 2004 assisted with the representation of 17 members of Congress. M.B.A., The George Washington University, 2010 J.D., Georgetown University Law Center, 2018Page 72
Madeleine Bech Associate, San Francisco Madeleine Bech helps clients from a wide range of +1 415 374 2369, San Francisco madeleine.bech@hoganlovells.com industries navigate complex government and internal investigations. Practices She also maintains an active pro bono practice focused on Investigations, White Collar, and Fraud criminal justice and immigration. In particular, Madeleine Litigation Services uses her many years of immigration experience to assist Education and admissions individuals seeking asylum and special immigrant juvenile status in the United States. Education J.D., Prosser Prize, Refugee Law and Madeleine earned her J.D. from the University of Processes, University of California, California, Berkeley School of Law, where she was Director Berkeley School of Law, 2019 of the moot court team and a member of the Berkeley B.A., cum laude, Northwestern University, 2007 Restorative Justice Committee. She served as a judicial extern to U.S. District Court Judge Haywood S. Gilliam, Jr., Bar admissions in the Northern District of California. She also clerked in California the felony division of the San Francisco Public Defender's Office. Prior to law school, Madeleine wrote visa petitions for people of "extraordinary ability" at immigration firms in San Francisco and Los Angeles. Before that, she was a teacher of comparative religion at a high school in Jordan. Madeleine earned her bachelor's degree in theater and comparative religion from Northwestern University.
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