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Full title: Declaration of Lawrence R. Perkins in support of Declaration of Lawrence R. Perkins In Support of Motion of Debtors To Shorten Time For Hearing On Debtors Motion For Entry of An Order (I) Enforcing The Protections of 11 U.S.C. §§362 and 525(a), and (II) Granting Related Relief (RE: related document(s)1196 Motion to Shorten Time). Filed by Debtor Wave Computing, Inc. (Newman, Samuel) (Entered: 02/23/2021)
Document posted on Feb 22, 2021 in the bankruptcy, 5 pages and 0 tables.
Bankrupt11 Summary (Automatically Generated)
On February 9, 2021, the Debtors filed the Notice of Proposed Order Confirming 6 Amended Joint Plan of Reorganization of Wave Computing, Inc. and its Debtor Affiliates [Docket 7 1146] (the “Proposed Confirmation Order”).I have been advised by the Debtors’ advisors that the Debtors did not receive comm12 from the DSOS, informal or otherwise, regarding the Plan, confirmation or the Proposed Confirmat13 Order despite being served the Order Approving Stipulation Regarding Plan Confirmation Deadli14 and Publication RequirementsThird, I believe it would be beneficial to minimize the number of days between e19 of the Confirmation Order and the Plan’s Effective Date and assert that an immediate hearin20 enforce statutory protections will mitigate the risk of the Plan Bid expiring by its terms, and in t21 will maximize the value of the Debtors’ assets for the benefit of all constituents.I respectfully submit that the Proposed Objection Deadline provides adequate notice 24 opportunity to raise any concerns which interested parties may have with respect to the 525(a) Moti25 particularly in light of the recent Plan confirmation and ongoing notice and service provided in th26 Chapter 11 Cases.For the foregoing reasons, I believe it is in the best interests of the Debtors, their esta2 and all parties in interest to have the 525(a) Motion heard on an expedited basis as requested in 3 Motion to Shorten Notice.
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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) Genevieve G. Weiner (SBN 254272) 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 Telephone: 213.896.6000 6 Facsimile: 213.896.6600 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 2021 McKinney Avenue 11 Suite 2000 Dallas, TX 75201 12 Telephone: 214.981.3300 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in 14 Possession 15 UNITED STATES BANKRUPTCY COURT 16 NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION 17 In re: ) Case No. 20-50682 (MEH) 18 ) WAVE COMPUTING, INC., et al., ) 19 Chapter 11 (Jointly Administered) ) 20 Debtors.1 ) DECLARATION OF LAWRENCE R. ) PERKINS IN SUPPORT OF MOTION O 21 ) DEBTORS TO SHORTEN TIME FOR ) HEARING ON DEBTORS’ MOTION 22 ) FOR ENTRY OF AN ORDER (I) ENFORCING THE PROTECTIONS OF ) 23 ) 11 U.S.C. §§ 362 AND 525(A), AND (II) GRANTING RELATED RELIEF ) 24 ) Related to Docket No.: 1196 ) 25 ) [No Hearing Requested] ) 26 27 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, IPage 2
1 I, Lawrence Perkins, declare: 2 1. I am the Chief Executive Officer at SierraConstellation Partners LLC (“SCP”) and 3 Chief Restructuring Officer to Wave Computing, Inc. (“Wave”) and its affiliated debtors and debt4 in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”). I make t5 declaration (the “Declaration”) in support of the Motion of Debtors Pursuant to B.L.R. 900 6 Requesting Order Shortening Time for Hearing on Debtors’ Motion for Entry of an Order 7 Enforcing the Protections of 11 U.S.C. §§ 362 and 525(a), and (II) Granting Related Relief (8 “Motion to Shorten Notice”)2 filed by the Debtors on the same day herewith. In particular, I sub9 this Declaration in support of the Motion to Shorten Notice. 10 2. The statements in this Declaration are, except as otherwise indicated, based on 11 personal knowledge or views, on information that I have obtained from the Debtors and their ot12 advisors, from the Debtors’ books and records, and from information obtained from SCP person13 working directly with me and under my supervision. I am not being specifically compensated for 14 testimony other than through payments to be received by SCP for my role as the Debtors’ C15 Restructuring Officer. I am over the age of 18 years and am authorized to submit this Declaration16 I were called upon to testify, I could and would competently testify to the facts set forth herein. 17 I. BACKGROUND 18 The Debtors’ Plan and Disclosure Statement 19 3. On October 15, 2020, the initial Chapter 11 Plan of Reorganization for W20 Computing, Inc. and Its Debtor Affiliates [Docket No. 600] (as subsequently amended from tim21 time, through and including the Sixth Amended Chapter 11 Plan of Reorganization for W22 Computing, Inc. and Its Debtor Affiliates [Docket No. 1129], the “Plan”) was filed. The ini23 Disclosure Statement for Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its De24 Affiliates [Dkt. No. 601] was also filed on October 15, 2020 (as was further amended, modifie25 supplemented, and together with any exhibits or schedules thereto, the “Disclosure Statement”). 26 4. Each version of the Plan and Disclosure Statement set forth the treatment of poten27 2Page 3
1 general unsecured claims, and the Disclosure Statement explicitly set forth the Governmental 2 Date.3 The Plan and Disclosure Statement have been made publicly available on the Debtors’ c3 website. 4 Confirmation of the Debtors’ Plan and Conditions for the Effective Date 5 5. On February 9, 2021, the Debtors filed the Notice of Proposed Order Confirming 6 Amended Joint Plan of Reorganization of Wave Computing, Inc. and its Debtor Affiliates [Docket 7 1146] (the “Proposed Confirmation Order”). On February 10, 2021, after adequate notice and heari8 the Debtors’ Plan was confirmed. I understand the Proposed Confirmation Order was subseque9 amended on February 11, 2021 [Docket No. 1159] and again on February 12, 2021 [Docket No. 1110 after the Debtors received informal comments from certain creditors. 11 6. I have been advised by the Debtors’ advisors that the Debtors did not receive comm12 from the DSOS, informal or otherwise, regarding the Plan, confirmation or the Proposed Confirmat13 Order despite being served the Order Approving Stipulation Regarding Plan Confirmation Deadli14 and Publication Requirements [Docket No. 981] which set the Confirmation Hearing date. 15 7. As a precondition to the exit financing contemplated under the Plan, the Debtors 16 required to be in good standing and produce certificates of good standing (the “Good Stand17 Certificates”) issued by the DSOS. 18 8. I understand the DSOS refuses to issue the Good Standing Certificates until 19 prepetition Franchise Fees have been paid. 20 II. RELIEF REQUESTED 21 9. Through the Motion to Shorten Notice, the Debtors a hearing on the 525(a) Motion (22 “Hearing”) as quickly as possible, but no later than Thursday, February 25, 2021, with all objecti23 or responses to be filed on or before Thursday, February 25, 2021 at 8:00 a.m. (Prevailing Pac24 Time), (the “Proposed Objection Deadline”). Finally, the Debtors request that any replies be permit25 orally at the Hearing. 26 III. BASIS FOR RELIEF REQUESTED 27 10. First, the Debtors are required to be in good standing and to obtain Good StandPage 4
1 Certificates as a precondition to the Plan’s Effective Date. The circumstances of the Debtors’ liqui2 and other commercial constraints have limited the Debtors’ timeline for effectuating the Plan. I beli3 there is a material threat that the Plan will terminate if the Debtors do not obtain financing and can4 close on or before March 1, 2021 pursuant to the Plan Bid—at which point the Debtors may be requi5 to potentially “pivot” to the Asset Sale. This will result in a reduced recovery for all Holders of Cla6 and Interests. 7 11. Thus, I assert that there is a significant possibility that the Debtors’ Plan sponsor 8 Exit Lender will walk away if the Debtors do not obtain the Good Standing Certificates in relativ9 short order. This has the potential to unwind months of negotiations that have contributed t10 significant increase in Plan value for the benefit of the Debtors’ estates. 11 12. Therefore, I submit that the timeline proposed herein is appropriate in light of th12 exigent circumstances. 13 13. Second, shortened notice of the hearing on the 525(a) Motion is appropriate in ligh14 the on-going notice and service of the pleadings on all interested parties in these Chapter 11 Ca15 including the DSOS. I understand that the creditors have been on notice of the general Bar Dates 16 deadlines throughout as early as May 7, 2020, as well as the terms of the Plan and treatment for17 creditors and interest holders as early as October 15, 2020. 18 14. Third, I believe it would be beneficial to minimize the number of days between e19 of the Confirmation Order and the Plan’s Effective Date and assert that an immediate hearin20 enforce statutory protections will mitigate the risk of the Plan Bid expiring by its terms, and in t21 will maximize the value of the Debtors’ assets for the benefit of all constituents. 22 15. Finally, I do not believe that any parties in interest will be prejudiced by the expedi23 Hearing. I respectfully submit that the Proposed Objection Deadline provides adequate notice 24 opportunity to raise any concerns which interested parties may have with respect to the 525(a) Moti25 particularly in light of the recent Plan confirmation and ongoing notice and service provided in th26 Chapter 11 Cases. 27 16. No prior time modifications with respect to the 525(a) Motion have been sought byPage 5
1 17. For the foregoing reasons, I believe it is in the best interests of the Debtors, their esta2 and all parties in interest to have the 525(a) Motion heard on an expedited basis as requested in 3 Motion to Shorten Notice. 4 Executed on this 23rd day of February, 2021 5 /s/ Lawrence R. Perkins Lawrence R. Perkins, Chief Executive Office 6 SierraConstellation Partners, LLC 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27
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