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Full title: Final Application for Compensation / (I) Eighth Monthly Fee Statement of Hogan Lovells US LLP as Counsel to the Official Committee of Unsecured Creditors of Wave Computing, Inc. for Allowance and Payment of Fees and Reimbursement of Expenses for the Period From February 1, 2021 Through and Including February 26, 2021 and (II) Final Application for Allowance and Payment of Fees and Reimbursement of Expenses for the Period From May 26, 2020 Through and Including February 26, 2021 for Hogan Lovells US LLP, Creditor Comm. Aty, Fee: $4,975,034.74, Expenses: $64,297.71. Filed by Other Prof. Hogan Lovells US LLP (Wynne, Richard) (Entered: 03/15/2021)
Document posted on Mar 14, 2021 in the bankruptcy, 218 pages and 3 tables.
Bankrupt11 Summary (Automatically Generated)
Edward Joseph HLUS 875.00 0.10 87.50 Review U.S. Trustee McNeilly objection to conditiona sale motion and send email to Hogan Lovells team regarding same 17/21 Edward Joseph HLUS 875.00 0.30 262.50 Email with Sidley teamMcNeilly regarding conditional s motion stipulation (.2); email with J. Roth regarding conditional s motion (.1) Bennett Spiegel HLUS 1,310.00 1.40 1,834.00 E-mail correspondence with Hogan Lovells and Sidley teams, Tallwood, U.S. Trustee counsel an R. Kors regarding finalizing plan and plan documents including release language to reso U.S. Trustee objection, GUC board representati and related bylaws and director and officer poli potential motion to seal ial Creditors Committee in Wave ComputingDavid P. Simonds HLUS 1,550.00 1.50 2,325.00 Correspondence with Hogan Lovells team regarding various matte associated with closing, including director appointment, reply to U Trustee objection, Delaware litigation trus appointment, loan agreement and ancillar documents and post- effective date litigation, ial Creditors Committee in Wave ComputingEdward Joseph HLUS 875.00 10.60 9,275.00 Finalize research and dMcNeilly reply to U.S. Trustee objection (1.4); draft request for judicial noti in support of reply (.4); telephone conference w R. Wynne, B. Spiegel an R. Kors regarding liquidating trust manag engagement letter (.5); revise mark-up of liquidating trust manag engagement letter (5); emails with debtors and Ross regarding Reorganized Wave governance issues (.3); revise confirmation statement and reply (.3 review and comment on debtors' confirmation b (.6); telephone confere with R. Wynne, A. Kim, Simonds and S. Posner discuss confirmation checklist items (.4); rev and comment on confirmation checklist items (.3); email with WSFS regarding Delaw trustee issues (.2); revie and revise liquidating tr agreement (.9); email w Hogan Lovells team ial Creditors Committee in Wave ComputingBennett Spiegel HLUS 1,310.00 1.20 1,572.00 E-mail correspondence with Hogan Lovells tea and debtors counsel regarding debtors not i good standing under Delaware law, includin review of pleadings in A Le'a, Inc. chapter 11 regarding same, and del of effective date ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy
List of Tables
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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 (I) EIGHTH MONT 15 FEE STATEMENT OF HOGAN LOVELLS U LLP AS COUNSEL TO THE OFFICIAL 16 COMMITTEE OF UNSECURED CREDITOR OF WAVE COMPUTING, INC. FOR 17 ALLOWANCE AND PAYMENT OF FEES A REIMBURSEMENT OF EXPENSES FOR TH 18 PERIOD FROM FEBRUARY 1, 2021 THROU AND INCLUDING FEBRUARY 26, 2021 AND 19 FINAL APPLICATION FOR ALLOWANCE PAYMENT OF FEES AND REIMBURSEME 20 OF EXPENSES FOR THE PERIOD FROM M 26, 2020 THROUGH AND INCLUDING 21 FEBRUARY 26, 2021 22 Objection Deadline: April 6, 2021 23 4:00 p.m. (Pacific time) 24 25 26 27 1 The Debtors in these chapter 11 cases are: Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIPS Tech, LLC. ThePage 2
Date: April 15, 2021 2 Time: 10:00 a.m. Judge: The Hon. M. Elaine Hammond 3 280 South First Street San Jose, CA 95113-3099 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27Page 3
To: Notice Parties 2 Name of Applicant: Hogan Lovells US LLP 3 Authorized to Provide Professional Services to: Official Committee of Unsecured CreditorsWave Computing, Inc. 4 5 Date of Retention: Order entered on July 22, 2020, retaining Hogan Lovells effective as of May 26, 202 6 Period for which Compensation and February 1, 2021 through and including 7 Reimbursement are Sought: February 26, 2021 8 Amount of Compensation Sought as Actual, $533,406.00 Reasonable and Necessary: 9 Amount of Compensation Requested $426,724.00 (80% of $533,460.00) 10 Immediately: 11 Amount of Expense Reimbursement Sought as $2,967.05 12 Actual, Reasonable and Necessary: 13 Amount of Expense Reimbursement Requested $2,967.05 Immediately: 14 15 16 17 18 19 20 21 22 23 24 25 26 27Page 4
COMPENSATION SUMMARY BY PROFESSIONAL February 1, 2021 through and including February 26, 2021 2 3 Name Practice Group Hourly Rate Total Fees (Year Admitted) Hours 4 David P. Simonds Business $1,550.00 26.00 $40,300. Restructuring and 5 Insolvency (New 6 York: 1993; California: 2001) 7 Richard L. Wynne Business $1,550.00 79.40 $123,070. Restructuring and 8 Insolvency (New 9 Jersey: 1982; New York: 1983; 10 California: 1985) Jane Ross Mergers & $1,410.00 2.40 $3,384. 11 Acquisitions (California: 2001) 12 Stuart Morrissy Capital Markets (New $1,390.00 16.10 $22,379. 13 York: 2001) Michael C. Hefter Litigation (New York: $1,385.00 2.30 $3,185. 14 1992) Pieter Van Tol Litigation, Arbitration $1,380.00 5.30 $7,314. 15 and Employment 16 (New York: 1995) Scott Friedman Tax (New York: $1,355.00 2.50 $3,387. 17 1986) Bennett L. Spiegel Business $1,310.00 51.10 $66,941. 18 Restructuring and Insolvency 19 (Connecticut: 1985; 20 New York: 1985; New Jersey: 1986; 21 California: 1987) Mehtap Cevher Banking $1,150.00 4.20 $4,830. 22 Conti (Massachusetts: 2002; New York: 2003) 23 David L. London Global Regulatory and $1,050.00 22.00 $23,100. 24 IPMT (New York: 1994; Colorado: 1997) 25 Ann Chungsun Litigation, Arbitration, $990.00 8.30 $8,217. Kim and Employment 26 (California: 2000) 27 Julia McLetchie Litigation, Arbitration, $910.00 39.60 $36,036. and EmploymentPage 5
Name Practice Group Hourly Rate Total Fees (Year Admitted) Hours 2 Andrew Ceppos Capital Markets (New $995.00 19.40 $19,303. 3 York: 2005) Annie Kang Mergers & $930.00 3.20 $2,976. 4 Acquisitions (California: 2015) 5 Edward Joseph Business $875.00 100.20 $87,675. 6 McNeilly Restructuring and Insolvency (England 7 and Wales: 2014; California: 2017; 8 Washington State: 9 2018) Sara Posner Business $770.00 72.30 $55,671. 10 Restructuring and Insolvency (New 11 York: 2019) Greta D. Feldman Global Regulatory and $640.00 2.30 $1,472. 12 IPMT (Virginia: 2019) 13 John Harrison Corporate & Finance $610.00 10.80 $6,588. (New York Admission 14 Pending) Tracy Southwell Paralegal $490.00 20.70 $10,143. 15 Mick Bowman Intellectual Property $315.00 4.10 $1,291. 16 Specialist Tina Helble Research Analyst $455.00 13.50 $6,142. 17 $1,054.80 (blended 18 hourly rate for all 19 Total: timekeepers) 505.70 $533,406. 20 Grand Total 505.70 $533,406. 21 22 23 24 25 26 27Page 6
COMPENSATION BY PROJECT CATEGORY February 1, 2021 through and including February 26, 2021 2 3 TASK ACTIVITY HOURS FEES CODE 4 01 Litigation 131.20 $132,782. 5 04 Insurance 6.70 $9,292. 6 05 Hearing 12.20 $15,596. 7 8 B110 Case Administration 12.50 $12,003. 9 B130 Asset Disposition 0.50 $437. 10 Meetings of and Communications with B150 0.90 $922. Creditors 11 B160 Fee/Employment Applications 36.30 $27,611. 12 13 B185 Assumption/Rejection of Leases and Contracts 0.40 $350. 14 B190 Other Contested Matters (excluding 5.20 $4,550. assumption/rejection) 15 B240 Tax Issues 2.50 $3,387. 16 B260 Committee Governance and Meetings 18.10 $19,871. 17 B310 Claims Administration and Objections 2.50 $3,297. 18 19 B320 Plan and Disclosure Statement 275.10 $301,625. 20 B410 General Bankruptcy Advice/Opinions 1.60 $1,680. 21 Total 505.70 $533,406. 22 Grant Total 505.70 $533,406. 23 24 25 26 27Page 7
February 1, 2021 through and including February 26, 2021 2| Expense Category | Service Provider (if applicable) |
| BW Copies/Printing | |
| Computer Research | Westlaw |
| Relativity Review Database Data Storage-Monthly-Per Gb |
|
| Relativity User Licenses-Monthly Per Use |
|
| eDiscovery Data Storage Fees – Internal |
|
| GRAND TOTAL: |
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Name of applicant: Hogan Lovells US LLP 2 Authorized to provide Official Committee of Unsecured Creditorsprofessional services to: Wave Computing, Inc. 3 Date of retention: Order entered on July 22, 2020, retaining 4 Hogan Lovells effective as of May 26, 202 5 Period for which compensation 6 and reimbursement are sought: May 26, 2020 — February 26, 2021 7 Amount of compensation Requested: $4,975,034.74 (100%) 8 Amount of expense 9 reimbursement Requested: $64,297.71 (100%) 10 This is an: interim X final application. 11 This is the final 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 27Page 9
2 3 Filing Period Covered Fees Expenses First Interim Fee Application of Hogan 4 5/26/20-6/30/20 $650,000.003 $541.68 Lovells US LLP as Counsel to the 5 Official Committee of Unsecured Creditors of Wave Computing, Inc. for 6 Allowance and Payment of Fees and 7 Expenses for the Period from May 26, 2020 Through and Including June 30, 8 2020 9 Docket No. 425 10 11 Date filed: 8/14/20 Second Interim Fee Application of 7/1/20-10/31/20 $2,129,704.744 $47,724.4 12 Hogan Lovells US LLP as Counsel to the 13 Committee of Unsecured Creditors of Wave Computing, Inc. for Allowance and 14 Payment of Fees and Reimbursement of 15 Expenses for the Period from July 1, 2020 Through and Including October 31, 16 2020 17 Docket No. 1098 18 Date filed: 2/1/20 19 Total: $2,779,704.74 $48,266.1 20 21 22 3 This amount reflects a reduction of $23,926.50 in fees pursuant to the Bankruptcy Court’s Order Approving, In Part, First Interim Fee Application of Hogan Lovells US LLP as Counsel to the Official Committee of Unsecured 23 Creditors of Wave Computing, Inc. for Allowance and Payment of Fees and Reimbursement of Expenses for the Period from May 26, 2020 Through and Including June 30, 2020 [Docket No. 530] dated September 22, 2020. 24 4 In response to comments from the U.S. Trustee regarding certain of the fees detailed in Second Interim Fee Application, Hogan Lovells agreed to reduce the fees sought in the Second Interim Fee Application by an additio25 amount of $12,073.50. See Supplemental Declaration of Richard L. Wynne in Connection with the Second InterimFee Application of Hogan Lovells US LLP as Counsel to the Committee of Unsecured Creditors of Wave Computi26 Inc. for Allowance and Payment of Fees and Reimbursement of Expenses for the Period from July 1, 2020 Througand Including October 31, 2020 (the “Supplemental Wynne Declaration”) [Docket No. 1235]. Additionally, at the27 hearing on the Second Interim Fee Application, the Court imposed a further fee reduction in the amount of $9,0005 In response to comments from the U.S. Trustee regarding certain of expenses detailed in the Second Interim FeePage 10
2 Application Date Period Requested Fees/Expenses Authorized Fees (80%) 3 Filed Covered Expenses (100%) 4 First Monthly 8/28/20 7/1/20- $612,119.00/$7,404.77 $489,695.20/$7,404.7Fee Statement 7/31/20 5 6 Docket No. 472 7 Second 10/12/20 8/1/20- $691,535.24/$28,464.76 $553,228.19/$28,464.7Monthly Fee 8/31/20 8 Statement 9 Docket No. 10 582 Third Monthly 10/27/20 9/1/20- $376,200.50/$9,191.90 $300,960.40/$9,191.911 Fee Statement 9/30/20 12 Docket No. 13 673 Fourth 11/19/20 10/1/20- $485,125.50/$3,275.56 $388,100.40/$3,275.514 Monthly Fee 10/31/20 Statement 15 Docket No. 16 799 17 Fifth Monthly 2/16/21 11/1/20- $461,668.00/$5,183.44 $369,334.40/$5,183.4Fee Statement 11/30/20 18 Docket No. 19 1167 20 Sixth Monthly 2/16/21 12/1/20- $640,760.50/$5,273.46 $512,608.40/$5,273.4Fee Statement 12/31/20 21 Docket No. 22 1168 Seventh 3/1/21 1/1/21- $559,795.50/$2,607.59 $447,836.40/$2,607.523 Monthly Fee 1/31/21 Pending, Objection 24 Statement deadline March 22, 202 25 Docket No. 1231 26 27 6 Hogan Lovells did not file a monthly fee applications for the period May 26, 2020 through June 30, 2020. RatheHogan Lovells filed the First Interim Fee Application for that period. Thus, the summary of monthly fees andPage 11
February N/A 2/1/21- $533,406.00/$2,967.05 $426,724.00/$2,967.0Monthly Fee 2/26/20 2 Statement 3 Filed as part of Final Fee 4 Application Total: $4,360,610.24/$64,368.53 $2,613,926.99 / 5 $58,796.89 (authorized pursuant t 6 monthly fee applicatio 7 as of date of this application)7 8 $3,061,763.39/$61,404. 9 (amount that will have been authorized by 10 monthly fee applicatio 11 on date of hearing on final fee application if 12 no objections are received Seventh 13 Monthly Fee Applications but not y 14 paid.) 15 16 17 Summary of Any Objections to Fee Applications: No objections were filed with respect to the First 18 through Sixth Monthly Fee Statements. See Certificates of No Objection [Docket Nos 514, 824, 949, 1219 1257].8 The objection deadline with respect to the Seventh Monthly Fee Statement is March 22, 2021. 20 Additionally, no objections were filed with respect to the First and Second Interim Fee Applications. 21 22 23 24 25 7 As noted above, in response to comments from the U.S. Trustee regarding certain of expenses detailed in the 26 Second Interim Fee Application, Hogan Lovells has agreed to reduce the expenses sought in the Second Interim Application by $612.50. See Supplemental Wynne Declaration ¶ 4. As these expenses have already been paid 27 pursuant to monthly fee applications, the requested expense reimbursement in this Application gives a credit to thDebtors in the amount of $612.50 to be applied against allowed, but not yet paid, compensation and expenses. 8Page 12
Final 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 Final Application May 26, 2020 through and including Februar7 26, 2021 8 Total compensation sought during 9 Application Period $4,975,034.74 10 Total expenses sought during Application Period $64,297.71 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 $2,779,704.74 16 Total allowed expenses paid to date $48,266.17 Total compensation approved by interim 17 order to date $2,779,704.74 18 Total expenses approved by interim order to 19 date $48,266.17 20 Blended rate in the Final Application for all 21 attorneys $965.00 22 Blended rate in the Final Application for all timekeepers $929.39 23 Compensation sought in the Final Application 24 already paid pursuant to a monthly 25 compensation certificate but not yet allowed $2,779,704.74 26 Expenses sought in the Final Application 27 already paid pursuant to a monthly $48,266.17 compensation certificate but not yet allowedPage 13
Number of professionals included in Final 2 Application 40 3 If applicable, number of professionals in the Final Application not included in staffing plan 4 approved by client N/A 5 If applicable, difference between fees budgeted and compensation sought for the 6 $243,936.24 Application Period 7 Number of professionals billing fewer than 15 8 hours to the case during the Application 16 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 27Page 14
AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED 2 CREDITORS OF WAVE COMPUTING, INC. (MAY 26, 2020 — FEBRUARY 26, 2021) 3 CUMULATIVE COMPENSATION SUMMARY BY PROFESSIONAL9 4 5 Name Practice Hourly Hours Fees 2020 Total Total Fees Group Rate 2020 2020 and Hours 6 (Year and and 2021 Admitted) 2021 2021 7 Richard L. Business $1,550.00 205.50$318,525.00 780.30 $1,151,985. Wynne Restructuring 8 and $1,450.00 574.80$833,460.00 9 Insolvency (New Jersey: 10 1982; New York: 1983; 11 California: 1985) 12 David P. Business $1,550.00 56.50 $87,575.00 379.00 $555,200. 13 Simonds Restructuring and $1,450.00 322.50$467,625.00 14 Insolvency (New York: 15 1993; 16 California: 2001) 17 Jane Ross Mergers & $1,410.00 2.40 $3,384.00 10.80 $14,472. Acquisitions 18 (California: $1,320.00 8.40 $11,088.00 2001) 19 Stuart Capital $1,390.00 41.60 $57,824.00 62.20 $84,604. 20 Morrissy Markets (New York: $1,300.00 20.60 $26,780.00 21 2001) Michael Litigation $1,385.00 2.30 $3,185.50 2.30 $3,185. 22 C. Hefter (New York: 23 1992) N/A N/A N/A 24 25 26 27 9Page 15
Name Practice Hourly Hours Fees 2020 Total Total Fees Group Rate 2020 2020 and Hours 2 (Year and and 2021 3 Admitted) 2021 2021 Jasper Tax, Pension N/A N/A N/A 1.60 $2,128. 4 Howard & Benefits (District of $1,330.00 1.60 $2,128.00 5 Columbia: 1989) 6 Pieter Van Litigation, $1,380.00 5.30 $7,314.00 7.30 $9,894. 7 Tol Arbitration and $1,290.00 2.00 $2,580.00 8 Employment (New York: 9 1995) 10 Scott Tax (New $1,355.00 3.80 $5,149.00 15.50 $19,949. Friedman York: 1986) 11 $1,265.00 11.70 $14,800.50 12 Ann International $1,330.00 1.00 $1,330.00 4.40 $5,512. Salladin Trade and 13 Investment $1,230.00 3.40 $4,182.00 14 (New York: 1989; District 15 of Columbia: 1990) 16 Bennett L. Business $1,310.00 110.50$144,755.00 345.90 $433,120. Spiegel Restructuring 17 and $1,225.00 235.40$288,365.00 18 Insolvency (Connecticut: 19 1985; New York: 1985; 20 New Jersey: 1986; 21 California: 22 1987) Brian P. International $1,275.00 0.30 $382.50 2.80 $3,207. 23 Curran Trade and Investment $1,130.00 2.50 $2,825.00 24 (Virginia: 25 2006; District of Columbia: 26 2009) Mehtap Banking $1,150.00 7.00 $8,050.00 20.60 $22,670. 27 Cevher (Massachuset Conti ts: 2002; New $1,075.00 13.60 $14,620.00Page 16
Name Practice Hourly Hours Fees 2020 Total Total Fees Group Rate 2020 2020 and Hours 2 (Year and and 2021 3 Admitted) 2021 2021 David L. Global $1,050.00 22.00 $23,100.00 22.00 $23,100. 4 London Regulatory and IPMT N/A N/A N/A 5 (New York: 1994; 6 Colorado: 7 1997) Stephanie Investigations N/A N/A N/A 40.80 $41,616. 8 Yonekura , White Collar, and $1,020.00 40.80 $41,616.00 9 Fraud (California: 10 1996) 11 Gejaa T. Litigation, N/A N/A N/A 2.70 $2,673. Gobena Arbitration 12 and $990.00 2.70 $2,673.00 Employment 13 (New York: 14 1999; District of Columbia: 15 2016) Jamie Government N/A N/A N/A 16.50 $16,170. 16 Wickett Relations and Policy $980.00 16.50 $16,170.00 17 Advocacy 18 (Virginia: 1998; District 19 of Columbia 2000) 20 Babak E. Tax, Pensions N/A N/A N/A 2.40 $2,316. Nikravesh & Benefits 21 (California: $965.00 2.40 $2,316.00 22 1998; New York: 1999) 23 Ann Litigation, $990.00 20.70 $20,493.00 510.00 $488,630. 24 Chungsun Arbitration, 25 Kim and $875.00 489.30$428,137.50 Employment 26 (California: 2000) 27Page 17
Name Practice Hourly Hours Fees 2020 Total Total Fees Group Rate 2020 2020 and Hours 2 (Year and and 2021 3 Admitted) 2021 2021 Julia Litigation, $910.00 45.10 $41,041.00 807.50 $689,081. 4 McLetchie Arbitration, and $850.00 762.40$648,040.00 5 Employment (Massachuset 6 ts: 2007) 7 Andrew Capital $995.00 52.00 $51,740.00 95.00 $90,225. Ceppos Markets 8 (New York: $895.00 43.00 $38,485.00 2005) 9 10 Helen Y. Intellectual $985.00 3.40 $3,349.00 29.40 $26,749. Trac Property, 11 Media, and $900.00 26.00 $23,400.00 Technology 12 (California: 2012) 13 Annie Mergers & $930.00 3.20 $2,976.00 7.50 $6,502. 14 Kang Acquisitions (California: $820.00 4.30 $3,526.00 15 2015) Josh Global $930.00 1.20 $1,116.00 1.20 $1,116. 16 Gelula Regulatory and IPMT N/A N/A N/A 17 (Illinois: 18 2010; District of Columbia: 19 2019) Edward Business $875.00 201.60$176,400.00 645.80 $522,876. 20 Joseph Restructuring 21 McNeilly and $780.00 444.20$346,476.00 Insolvency 22 (England and Wales: 2014; 23 California: 2017; 24 Washington 25 State: 2018) David Litigation, N/A N/A N/A 258.60 $201,708. 26 Bastian Arbitration, and $780.00 258.60$201,708.00 27 Employment (MassachusetPage 18
Name Practice Hourly Hours Fees 2020 Total Total Fees Group Rate 2020 2020 and Hours 2 (Year and and 2021 3 Admitted) 2021 2021 Wensheng Corporate & N/A N/A N/A 8.50 $5,822. 4 Ren Finance (China: 2012) $685.00 8.50 $5,822.50 5 Rahmon Business $835.00 4.90 $4,091.50 25.30 $18,779. 6 Brown Restructuring 7 and $720.00 20.40 $14,688.00 Insolvency 8 (Illinois: 2017) 9 Sara Business $770.00 126.50 $97,405.00 690.40 $452,662. 10 Posner Restructuring and $630.00 563.90$355,257.00 11 Insolvency (New York: 12 2019) Greta D. Global $640.00 2.30 $1,472.00 2.30 $1,472. 13 Feldman Regulatory 14 and IPMT N/A N/A N/A (Virginia: 15 2019) John Corporate & $610.00 10.80 $6,588.00 10.80 $6,588. 16 Harrison Finance (New York N/A N/A N/A 17 Admission 18 Pending) Jessica Litigation, N/A N/A N/A 60.00 $36,000. 19 Bigby Arbitration, and $600.00 60.00 $36,000.00 20 Employment 21 (District of Columbia: 22 2019) Madeline Litigation, N/A N/A N/A 127.10 $67,363. 23 R. Bech Arbitration, and $530.00 127.10 $67,363.00 24 Employment 25 (California: 2019) 26 Tracy Paralegal $490.00 37.80 $18,522.00 177.90 $82,968. Southwell 27 $460.00 140.10 $64,446.00Page 19
Name Practice Hourly Hours Fees 2020 Total Total Fees Group Rate 2020 2020 and Hours 2 (Year and and 2021 3 Admitted) 2021 2021 Elisabeth Research N/A N/A N/A 0.30 $135. 4 T. Ohman Services Manager $450.00 0.30 $135.00 5 6 Cheryl Trademark N/A N/A N/A 3.50 $1,522. 7 Fountain Specialist $435.00 3.50 $1,522.50 8 Tina Research $455.00 13.50 $6,142.50 20.20 $8,990. 9 Helble Analyst 10 $425.00 6.70 $2,847.50 11 Leilani P. IP Specialist N/A N/A N/A 23.60 $9,440. Legaspi 12 $400.00 23.60 $9,440.00 13 Nellie Yu Paralegal N/A N/A N/A 84.10 $32,799. 14 $390.00 84.10 $32,799.00 15 Sean A. Litigation N/A N/A N/A 42.80 $16,264. 16 Atherton Support Project $380.00 42.80 $16,264.00 17 Manager 18 Mick Intellectual $315.00 4.10 $1,291.50 4.10 $1,291. Bowman Property 19 Specialist N/A N/A N/A 20 4367.70 $4,026,132. 50 21 985.30 $1,093,201. 22 Total: 50 5353.00 $5,120,787. Courtesy 23 Discounts ($91,052.7 Additional 24 Discounts ($21,773.0 Discounts 25 applied pursuant 26 to Bankrupt 27 cy CourtPage 20
Name Practice Hourly Hours Fees 2020 Total Total Fees Group Rate 2020 2020 and Hours 2 (Year and and 2021 3 Admitted) 2021 2021 $929.39 4 (blended hourly rate 5 for all GRAND timekeeper 6 TOTAL s) $4,975,034.74 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 10 As referenced in ¶¶ 17-21 below, in addition to the courtesy discounts, Hogan Lovells applied $123,673.74 inPage 21
CUMULATIVE COMPENSATION BY PROJECT CATEGORY 2 TASK ACTIVITY HOURS FEES CODE 3 01 Litigation 1940.60 $1,642,476. 4 02 Securities Advice 2.90 $4,205. 03 Regulatory Issues 50.30 $57,200. 5 04 Insurance 22.60 $26,219. 6 05 Hearing 54.10 $68,638. 7 06 Valuation 8.30 $10,576. B110 Case Administration 305.20 $296,785. 8 B120 Asset Analysis and Recovery 400.90 $336,011. 9 B130 Asset Disposition 137.60 $167,778. 10 B150 Meetings of and Communications with 35.80 $42,369. Creditors 11 B160 Fee/Employment Applications 210.70 $157,573. 12 B170 Fee/Employment Objections 25.30 $24,903. B180 Avoidance Action Analysis 162.70 $120,768. 13 B185 Assumption/Rejection of Leases and Contracts 64.50 $59,779. 14 B190 Other Contested Matters (excluding 7.50 $6,344. assumption/rejection) 15 B210 Business Operations 4.80 $6,491. 16 B220 Employee Benefits/Pensions 162.00 $150,252. B230 Financing/Cash Collections 182.80 $187,581. 17 B240 Tax Issues 27.30 $35,449. 18 B260 Committee Governance and Meetings 334.60 $345,762. 19 B310 Claims Administration and Objections 79.00 $91,690. 20 B320 Plan and Disclosure Statement 1126.40 $1,276,486. B410 General Bankruptcy Advice/Opinions 7.10 $5,447. 21 Total 5353.00 $5,120,787. 22 Courtesy Discounts 23 ($91,052.7 Additional 24 Discounts ($21,773.0 25 Discounts applied 26 pursuant to Bankruptcy 27 Court Order ($32,926.5Page 22
TOTAL $4,975,034.74 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 11 As referenced in ¶¶ 17-21 below, in addition to the courtesy discounts, Hogan Lovells applied $123,673.74 inPage 23
CUMULATIVE EXPENSE SUMMARY 2| Expense Category | Service Provider (if applicable) |
| Lien Search, Litigation Search, Bankruptcy Search, Fixture Filings, etc. |
CT Lien |
| Skip Tracing, Investigative Searches |
Transunion |
| Computer Research | Westlaw |
| Computer Research | Accurint |
| On-line Services | Lexis |
| On-line legal research | |
| Computer Research | Pacer |
| Relativity Review and Database Data Storage –Monthly –per GB |
|
| Relativity User Licenses – Monthly Per Use |
|
| eDiscovery Data Storage Fees | |
| Oversight and Guidance of Project Request |
|
| 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 - Vertitext |
|
| FedEx Delivery Charges | |
| Transcripts | |
| Service of Subpoenas | |
| Witness Fees | |
| Printing | |
| Bankruptcy Documents Delivery | Ace Attorney |
| ACE Attorney Service Inc. - Subpoena Service fee regarding 2004 exam |
Ace Attorney |
| 6.76% Shangha local surcharges and tax |
|
| PROQUEST LLC -PROQUEST CSA LLC - Proquest Services September 2020 |
Proquest LLC |
| TOTAL: | |
| Additional deductions | |
| GRAND TOTAL: |
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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. 12 FINAL FEE APPLICATION OF HOGAN 15 LOVELLS US LLP AS COUNSEL TO THE COMMITTEE OF UNSECURED CREDITOR 16 OF WAVE COMPUTING, INC. FOR ALLOWANCE AND PAYMENT OF FEES A 17 REIMBURSEMENT OF EXPENSES FOR TH PERIOD FROM MAY 26, 2020 THROUGH A 18 INCLUDING FEBRUARY 26, 2021 19 Objection Deadline: April 6, 2021 20 4:00 p.m. (Pacific time) Hearing Date and Time: 21 Date: April 15, 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 27 12 The Debtors in these chapter 11 cases are: Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave Computing (UK) Limited , Imagination Technologies, Inc., Caustic Graphics, Inc., and MIPS Tech, LLC. ThePage 25
2 Creditors of Wave Computing, Inc. (the “Committee”) hereby submits its application (3 “Application”), pursuant to sections 330 and 331 of chapter 11 of title 11 of the United States C4 11 U.S.C. §§ 101 et seq. (as amended, the “Bankruptcy Code”), Rule 2016 of the Federal Rule 5 Bankruptcy Procedure (the “Bankruptcy Rules”), the United States Trustee Appendix B Guideli6 for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 7 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “ 8 Trustee Guidelines”), the Guidelines for Compensation and Expense Reimbursement 9 Professionals and Trustees for the Northern District of California, dated February 19, 2014 (10 “Local Guidelines”), and the Order Granting Debtors’ Motion Pursuant to 11 U.S.C. 331 11 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for Interim Compensat12 and Reimbursement of Expenses of Professionals [Docket No. 252] (the “Interim Compensat13 Order”) for final approval and allowance of (i) compensation for professional services rendere14 the Committee from May 26, 2020 through and including February 26, 2021 (the “Compensat15 Period”) and (ii) reimbursement of expenses incurred in connection with such services; and16 support thereof, respectfully represents as follows: 17 18 PRELIMINARY STATEMENT 19 1. These Chapter 11 Cases have been highly successful. The Debtors ente20 bankruptcy valuing themselves at approximately $15 million13 – a valuation below the aggre21 amount of the Debtors’ prepetition secured debt and proposed debtor-in-possession financi22 13 See Debtors’ Omnibus Reply in Support of Debtors’ [Motion] for the Entry of an Order (I) Authorizing the 23 Debtors to Implement Key Employee Incentive Plan and (II) Granting Related Relief [Docket No. 502] at 4-5 (“Athe time the Incentive Plan was approved, the (sic.) Mercer and the Board considered the likelihood of achieving t24 $30 million Threshold Value in the Incentive Plan under any restructuring transaction to be very difficult. Put differently, the Debtors estimated the value of their estates to be well below the Threshold Value in the Incentive 25 Plan, and that a $30 million or greater total recovery would represent a significant achievement and benefit to all constituents.”); Supplemental Declaration of John Dempsey in Support of Debtors’ [Motion] for the Entry of an 26 Order (I) Authorizing the Debtors to Implement Key Employee Incentive Plan and (II) Granting Related Relief[Docket No. 503] ¶ 5 (“Nearly four months ago, at the time the Incentive Plan was assessed, designed, and ultima27 approved by the Debtors’ Board of Directors, achievement of the $30 million Threshold Value in the Incentive Plunder any restructuring transaction was very difficult. Mercer understood from conversations with the Board ofPage 26
2 retained professionals. Through the hard work of many parties and their professionals, this case 3 had a dramatically better end than seemed possible at its beginning: projected recoveries to gen4 unsecured creditors under the confirmed Plan are now estimated to be between 80% and 10 5 Substantively, however, there was never a point in these Chapter 11 Cases, not even finalizing 6 closing of the Plan and the process of going effective, that was free from doubt or peril to 7 Debtors and recovery to unsecured creditors. A very significant portion of the credit for 8 successful results is due to the substantial efforts, skill and strategic insight provided by b 9 Dundon Advisers, LLC (“Dundon”) and Hogan Lovells on behalf of the Committee, to maxi10 recoveries to unsecured creditors. 11 2. When the Committee was formed and selected Hogan Lovells as counsel, th12 Chapter 11 Cases presented both typical elements (such as DIP financing, KERP and KEIP pl13 evaluating whether a sale or plan was better for the Debtors and their estates) and unique fact14 The principal unique factors included that the main equity sponsor (Tallwood) (which was also 15 Debtors’ prepetition lender) was providing the DIP financing, and was seeking possibly to spon16 a plan, or purchase the Debtors’ assets and business. Prepetition, there had been a tot17 unsatisfactory sales effort that would have resulted in little, if any return, to general unsecu18 creditors, given the existence of $13.4 million in asserted prepetition secured debt, the propo19 debtor-in-possession financing and over $12 million in claimed priority taxes. In addition, 20 Debtors had paid $40 million to redeem the Series E preferred stock of a major equity inves21 Windtree Drive, LLC (“Windtree”) within the year before the bankruptcy. Other stockholders 22 were not similarly bought out then brought litigation against the Debtors and their directors 23 officers alleging a laundry list of breaches of fiduciary duty and other misconduct. Finally, a m24 contract counter-party, CIP United Co. Ltd. (“CIP”), had also brought litigation alleging signific25 breaches of contract, with a claim that it had been damaged by $60 million. 26 3. Against this backdrop, the Debtors had obtained a CARES Act paycheck protect27 program loan of $4.6 million (the “PPP Loan”) that the Debtors proposed to return to the lenPage 27
2 a final order, a short (30-day) investigation period for the Committee and releases for the insi3 providing the financing.14 4 4. The Committee quickly determined that its top priority was to convince the Debt5 either to retain the PPP loan and/or obtain alternative DIP financing or negotiate substanti6 improved terms for the Tallwood DIP financing, including, among other things, eliminating 7 roll-up and releases. The Committee therefore authorized Hogan Lovells to proceed on multi8 tracks, a bankruptcy and restructuring oriented track and a parallel and coordinated litigation tra9 to investigate any and all claims or causes of action relating to the prepetition conduct of the insi10 that sought to be released, as well as with respect to the redemption of stock and payment of 11 million to a shareholder. 12 5. Based upon the nature of the tasks required, Hogan Lovells set up two core tea13 a restructuring team and a litigation team to most efficiently handle the matters required, an14 coordinate with Dundon on the coordination of the legal tasks with the required business 15 financial analysis that had to be incorporated into the Committee’s decision making and strate16 approach. The most efficient and effective way to staff a complex bankruptcy case is with c17 teams, augmented by specialists as required. Hogan Lovells initial restructuring team consiste18 partners Richard Wynne and David Simonds, along with senior associate Edward McNeilly 19 associate Sara Posner. This team was later augmented by partner Bennett Spiegel who princip20 assisted relating to the plan of reorganization process and the bankruptcy litigation issues that ar21 in connection with the Windtree stock redemption, with the assistance of Sara Posner. This c22 restructuring team billed 2,839 of the total 5,353 hours incurred by all Hogan Lovells profession23 or 53%. 6. The litigation core team consisted of Ann Kim, a litigation partner who was form24 25 Senior Counsel for the SEC as well as an Assistant United States Attorney, counsel Julia McLetc26 and associate Madeleine Bech. Ms. Bech transitioned to other matters at a relatively early poin27Page 28
the Chapter 11 Cases, and was replaced by associate David Bastian. Therefore, a significant port2 of Ms. Bech’s time was written off as part of the discount provided by the firm. Stepha 3 Yonekura, another litigation partner who is the head of Hogan Lovells’ investigations, white co4 and fraud practice and who was the former Acting United States Attorney for the Central Dist5 of California, was added to the core team largely to handle a specific part of the investigation 6 7 Rule 2004 examinations conducted by the Committee. Ms. Yonekura billed 40 hours to the c 8 Together, the core team of Ms. Kim, Ms. McLetchie, Ms. Yonekura, and Mr. Bastian billed 1,9 hours to litigation matters for the Committee, representing 30% of the total time charged by Ho10 Lovells. Together, the core restructuring and litigation teams billed 83% of the total time. 11 remaining time was billed by various specialists brought in to assist with specific matters, suc12 the PPP Loan, and various other matters including IP, tax, employment, regulatory, internatio13 trade, M&A, insurance, and capital markets, banking and finance. Based upon the complexit14 15 the matters handled and the results achieved, the staffing and billing of this matter was appropri16 efficient and effective. 17 JURISDICTION 18 7. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 19 1334, the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Or20 24 (N.D. Cal.) and Rule 5011-1(a) of the Local Rules. This is a core proceeding pursuant to21 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 22 23 BACKGROUND 24 8. Bankruptcy Filing. On April 27, 2020, the Debtors filed voluntary petitions 25 relief under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in 26 United States Bankruptcy Court for the Northern District of California (the “Court”). On Ma27 2020, the Court entered an order to jointly administer the Debtors’ bankruptcy cases (the “ChaPage 29
11 Cases”). The Debtors continue to operate their businesses and manage their properties as debt2 in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee3 examiner has been appointed in the Chapter 11 Cases. 4 9. Creditors’ Committee. On May 18, 2020, pursuant to section 1102 of 5 Bankruptcy Code, the Office of the United States Trustee for the Northern District of Califor6 7 (the “U.S. Trustee”) appointed the Committee. On May 26, 2020, the Committee duly selec 8 Hogan Lovells as counsel. The Committee originally consisted of the following five members: 9 Synopsys, Inc. (“Synopsys”); (ii) Avnet, Inc. (“Avnet”); (iii) Ensilica India Pvt Ltd. (“Ensilic10 (iv) Sintegra, Inc. (“Sintegra”); and (v) PFIL North America Inc. (“PFIL”). On October 14, 2011 following Sintegra’s resignation from the Committee, the U.S. Trustee appointed a reconstitu12 Committee, consisting of the other four members. On December 2, 2020, following PFI13 resignation from the Committee, the U.S. Trustee appointed a reconstituted Committee, consist14 15 of Synopsys, Avnet and Ensilica. 16 10. Authorization for Hogan Lovells’ Retention. On June 25, 2020, the Committee fi17 an application to employ Hogan Lovells as their counsel, effective as of May 26, 2020 [Docket 18 279] (the “Retention Application”), which application was approved by the Court by Order ente19 July 22, 2020 [Docket No. 355] (the “Retention Order”). The Retention Order authorizes 20 Debtors to compensate and reimburse Hogan Lovells in accordance with the Bankruptcy Code, 21 Bankruptcy Rules, the Fee Guidelines and the Interim Compensation Order. Specifically, 22 23 Retention Order authorizes the employment and retention of Hogan Lovells “on the terms set f24 in the [Retention] Application and the Wynne Declaration, as provided herein” [Docket No. 3525 2]. Pursuant to the Retention Application, the services to be provided to the Committee inclu26 without limitation: 27 a. advising the Committee with respect to its rights, powers, and duties in thPage 30
b. participating in in-person, video conference and telephonic meetings of Committee and subcommittees formed thereby; 2 c. assisting and advising the Committee in its meetings and negotiations 3 the Debtors and other parties in interest regarding these chapter 11 cases4 d. assisting the Committee in analyzing claims asserted against, and interin, the Debtors, and in negotiating with the holders of such claims 5 interests, and bringing, or participating in, objections or estimatproceedings with respect to such claims and interests; 6 e. assisting with the Committee’s review of the Debtors’ Schedules of As7 and Liabilities, Statements of Financial Affairs, and other financial repprepared by the Debtors; 8 f. assisting the Committee in its investigation of the acts, conduct, ass9 liabilities, management, and financial condition of the Debtors and of historic and ongoing operation of their businesses; 10 g. assisting the Committee in its analysis of, and negotiations with the Debt11 or any third party related to, financing, asset disposition transacticompromises of controversies, and assumption and rejection of execut12 contracts and unexpired leases; 13 h. assisting the Committee in its analysis of, and negotiations with the Debtor any third party related to the formulation, confirmation, 14 implementation of any chapter 11 plan and all documentation related ther15 i. assisting and advising the Committee with respect to communications the general creditor body in these chapter 11 cases; 16 j. responding to inquiries from individual creditors as to the status of, 17 developments in, these chapter 11 cases; k. representing the Committee at hearings and other proceedings before 18 Court and other courts or tribunals, as appropriate; 19 l. reviewing and analyzing complaints, motions, applications, orders, and otpleadings filed with the Court, and advise the Committee with respec20 formulating positions thereon and filing responses thereto; 21 m. assisting the Committee in its review and analysis of, and negotiations the Debtors and their non-Debtor affiliates related to, intercompany clai22 and transactions; 23 n. reviewing and analyzing third party analyses or reports prepared connection with the Debtors’ potential claims and causes of action, ad24 the Committee with respect to formulating positions thereon, and perfsuch other diligence and independent analysis as may be requested by 25 Committee; 26 o. advising the Committee with respect to applicable federal and sregulatory issues, as such issues may arise in these chapter 11 cases; 27 p. assisting the Committee in preparing pleadings and applications,Page 31
administrative proceedings as may be necessary or appropriate furtherance of the Committee’s duties; and 2 q. performing such other legal services as may be necessary or as may3 requested by the Committee in accordance with the Committee’s powers duties, as set forth in the Bankruptcy Code or otherwise. 4 [Docket No. 279 at 8.] 5 6 11. Status of Cases. On February 5, 2021, the Debtors filed the Sixth Amended J 7 Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates [Docket 8 1129] (the “Plan”). The Plan was confirmed on February 16, 2021 [Docket No. 1172]. The P9 went effective on February 26, 2021 (the “Effective Date”). See Notice of the Occurrence of 10 Effective Date for Debtors' Confirmed Sixth Amended Joint Chapter 11 Plan of Reorganization11 Wave Computing, Inc. and Its Debtor Affiliates [Docket No. 1227]. 12 12. Post-Effective Date Compensation. Pursuant to Section XIII.D of the Plan, “[13 the Effective Date, the Committee appointed in the Chapter 11 Cases shall dissolve and mem14 thereof shall be released and discharged from all rights and duties from or related to the Chapter15 Cases; provided, however, that the Committee may continue to have standing for the limi16 purpose of Filing final fee applications with respect to Professionals retained by the Committee 17 defending any objections to payment of such Professional Claims. The reasonable fees 18 expenses incurred by the Professionals retained by the Committee in Filing any final 19 applications after the Effective Date shall be paid by the Reorganized Debtors without further or20 of the Bankruptcy Court.” Hogan Lovells intends to submit invoices for post-Effective Date f21 and expenses incurred in filing its final fee applications (and those of any other professio22 retained by the Committee) to the Reorganized Debtors for payment in accordance with Sect23 XIII.D of the Plan. 24 BILLING HISTORY 25 13. Monthly Fee Statements. In accordance with the Interim Compensation Order, e26 Retained Professional (as defined therein) is required to file monthly fee statements and interim 27 applications. To the extent there are no objections to a monthly fee statement, the relevant RetaiPage 32
2 (100%) of the expenses requested in such monthly fee statement. Interim Compensation Ord3 2(f). Pursuant to the Interim Compensation Order, Hogan Lovells has, to date, submitted seven4 monthly fee statements (each a “Monthly Fee Statement”) for each of the monthly periods thro 5 January 31, 2021. Hogan Lovells has also, in conjunction with this Application, filed an eighth ( 6 Monthly Fee Statement covering the period February 1, 2021 through February 26, 2021. Attac7 hereto as part of the cover sheet is a billing summary for each of the Monthly Fee Statements fi8 to date. 9 14. Interim Fee Applications. As well as the Monthly Fee Statements, pursuant to 10 Interim Compensation Order, Hogan Lovells also submitted two interim fee statements (each,11 “Interim Fee Statement”). 15. This Application is Hogan Lovells’ final fee application requesting approval 12 13 allowance of compensation and reimbursement of expenses. 14 RELIEF REQUESTED 15 16. By this Application, Hogan Lovells seeks: (i) final allowance and award of 10016 the compensation for professional services rendered by Hogan Lovells, as counsel to 17 Committee, during the Compensation Period in the amount of $4,975,034.74 (ii) reimbursemen18 actual and necessary expenses incurred by Hogan Lovells in connection with the such servi19 during the Compensation Period in the amount of $64,297.71; and (ii) the payment of $696,539. 20 21 constituting the holdback amount and other outstanding amounts. During the Compensation Peri22 Hogan Lovells attorneys and paraprofessionals expended a total of 5,353.00 hours in connect23 with the necessary services performed. In an exercise of its billing judgment, Hogan Lov24 reduced its fees for professional services rendered during the Compensation Period by $214,726. 25 This deduction accounts for certain legal research time and certain meetings where more than 26 Hogan Lovells attorney participated, as well as deducting charges for certain Hogan Lov27Page 33
17. As reflected in the chart of Cumulative Compensation, 40 Hogan Lov2 timekeepers charged time to this matter. 15 of those timekeepers charged less than 15 hours, 3 for 10 of those timekeepers, their time was deducted as part of the discounting of Hogan Lov4 fees herein. The time charges for the remaining five are for specialists who had specific tasks 5 for whose time Hogan Lovells submit should be compensable, for the reasons set forth below. 6 7 18. Jane Ross is an M&A Partner in our Silicon Valley office with particular exper8 in technology company transactions; Annie Kang is a senior associate in the M&A group in t9 same Silicon Valley Office. They were brought in to assist in the possible “pivot” to a sale fr10 the Plan and to specifically work on the Asset Purchase Agreement with the proposed stalking h11 purchaser for the auction that was held. While Ms. Ross only billed 10.8 hours and Ms. Kang bil12 7.5 hours, Hogan Lovells submits that their efforts were beneficial to the Committee and the Es13 and should be compensable. 14 15 19. Anne Salladin and Brian Curran are partners in Hogan Lovells’ International Tr16 and Investment practice, and were consulted on matters relating to possible CFIUS complicati17 relating to the proposed stalking horse purchaser and related international trade matters, an18 coordinate with their counterpart subject-matter experts at Sidley Austin LLP (“Sidley”), cou19 to the Debtors. Mr. Curran’s time of 2.8 hours was written off; Ms. Salladin’s time of 4.4 ho20 should properly be compensable. 21 20. Pieter Van Tol and Michael Hefter have particular expertise in insurance issues 22 23 D&O and fiduciary duty issues respectively, and were brought in largely to consult with 24 proposed Liquidating Trust Manager, Robert A. Kors, with respect to issues relating to his d25 role as both the Liquidating Trust Manager and serving as the Liquidating Trust’s representat26 on the Reorganized Debtors Board of Directors. Mr. Van Tol also consulted on other insura27 issues that arose at earlier points in the case. Mr. Van Tol billed a total of 7.3 hours and Mr. HePage 34
billed a total of 2.3 hours and based on the above, Hogan Lovells submits that their time is prop2 compensable. 3 21. There is no agreement or understanding between Hogan Lovells and any ot4 person, other than members of the firm, for the sharing of compensation to be received for servi5 rendered in the Chapter 11 Cases. Except as set forth below with respect to payments Hogan Lov6 7 may receive pursuant to the Interim Compensation Order, during the Compensation Period, Ho 8 Lovells received no payment or promises of payment from any source for services rendered o9 be rendered in any capacity whatsoever in connection with the matters covered by this Applicati10 The fees charged by Hogan Lovells in the Chapter 11 Cases are billed in accordance with Ho11 Lovells’ existing billing rates and procedures in effect during the Compensation Period. The r12 Hogan Lovells charges for the services rendered by its professionals and paraprofessionals in 13 Chapter 11 cases are generally the same rates Hogan Lovells charges for professional 14 15 paraprofessional services rendered in comparable bankruptcy and non-bankruptcy related matt16 Such fees are reasonable based on the customary compensation charged by comparably skil17 practitioners in comparable bankruptcy and non-bankruptcy cases in a competitive national le18 market. 19 22. The summary sheets contain a schedule of Hogan Lovells professionals 20 paraprofessionals who have performed services for the Committee during the Compensat21 Period, the capacities in which each individual is employed by Hogan Lovells, the departmen22 23 which each individual practices, the hourly billing rate charged by Hogan Lovells for servi24 performed by such individuals, the year in which each attorney was first licensed to practice l25 where applicable, and the aggregate number of hours expended in this matter and fees bil26 therefor. Biographical information for Hogan Lovells attorneys who have rendered services to 27 Committee during the Compensation Period is attached to this application as Exhibit E.Page 35
23. The summary sheets also contain a summary of Hogan Lovells’ hours billed dur2 the Compensation Period using project categories (each of which correspond to a billing task co3 described therein and hereinafter described. Hogan Lovells maintains computerized records of 4 time spent by all Hogan Lovells attorneys and paraprofessionals in connection with 5 representation of the Debtors. 6 7 24. The summary sheets also contain a schedule specifying the categories of expen8 for which Hogan Lovells is seeking reimbursement and the total amount for each such expe9 category. 10 25. Annexed hereto as Exhibit A is a certification regarding Hogan Lovells’ complia11 with the Fee Guidelines. 12 26. Annexed hereto as Exhibit B is a summary and comparison of the aggregate blen13 hourly rates billed by Hogan Lovells timekeepers in its U.S. offices on all matters during 14 15 preceding year on a rolling 12-months year ending February 29, 2020 and the blended hourly r16 billed to the Debtors during the Compensation Period. 17 27. The Debtors regularly prepared and provided Hogan Lovells and Dundon with t18 estimated budgets for all professional fees to be paid by the Estate. There were limits impo19 under the DIP financing as to what could be paid from DIP funding draws, with any excess to20 paid by the Estate’s other available funds. Throughout the Chapter 11 Cases, the Committee 21 weekly, and was regularly provided with financial data from Dundon on both how the business 22 23 doing, as well as the costs of the bankruptcy and the actual to budget variances. Hogan Lovells 24 Dundon provided and discussed with the Committee and/or the Committee chair updated bud25 estimates on a regular basis, particularly when it was apparent that the actual professional f26 incurred would exceed the Debtors’ preliminary budget estimates. Specifically, the Committee 27 informed early in the case that due to the short investigation period imposed by the proposedPage 36
financing (subsequently extended) and the Committee’s desire that Hogan Lovells and Dun2 perform substantial due diligence and investigation of prepetition conduct, that the budget estim3 for June, July and August prepared by the Debtors were far less than the fees to be incurred, 4 the Committee authorized its Professionals to complete the requested projects and work. Simila5 at the conclusion of these Chapter 11 Cases, due to the parallel plan and auction/sale dual tr6 7 process, along with the very significant claims asserted by CIP and other factors, the Commi8 was informed and approved of the projects and work performed by its Professionals and that s9 work would exceed the Debtors budget estimates. A summary of the Debtors forecast for Ho10 Lovells’ fees, as applicable for the Compensation Period, and a summary of the Committee’s c11 staffing are attached hereto as Exhibit C. For the Compensation Period, the Debtors initi12 estimated Hogan Lovells’ fees would be $4,500,000, assuming confirmation of a plan13 consummation of a sale in January 2021. The fees sought for the Compensation Period 14 15 $243,936.24 above that estimate, for a plan that became effective in February 2021. The Commi16 met at least weekly, and was aware of the complexities of the Chapter 11 Cases, the many iss17 that need to be addressed, the various disciplines involved and that staffing needs are dyna18 based on a number of factors, many of which are unpredictable, including the activities of ot19 parties in interest in these Chapter 11 Cases. 20 28. Specifically, the complexities inherent in running both an auction sales process 21 a parallel reorganization process, while at the same time investigating the acts and conduct22 23 former management and insiders, along with the substantial claims asserted by CIP, caused Ho24 Lovells at certain points to exceed its budget projections. However, Hogan Lovells submits th25 at all times sought to be efficient, and was for example able to have Debtors’ counsel, Sidley, t26 the laboring oar on certain matters in order to keep expenses down. Specifically, while Ho27 Lovells had regular communication with Sidley and coordinated closely, Sidley handled mosPage 37
the direct negotiations with the stalking horse purchaser as well as the litigation with CIP, so a2 eliminate any unnecessary duplication. Conversely, Hogan Lovells took the lead in other ar3 including many of the negotiations with Tallwood and the litigation/investigation matters descri4 herein. 5 29. Annexed hereto as Exhibit D is the time entry details for Hogan Lovells’ fees 6 7 the period of February 1, 2021 to February 26, 2021. 8 9 Summary of Services Performed by Hogan Lovells During the Compensation Period 10 30. The following summary of services rendered during the Compensation Period is 11 intended to be a detailed description of the work performed. Rather, it merely highlights cert12 project billing categories areas in which significant services were rendered by Hogan Lovells13 14 well as identifies some of the issues Hogan Lovells was required to address. Detailed descripti15 of the day-to-day services provided by Hogan Lovells and the time expended performing s16 services in each project billing category are attached to the monthly fee applications for 17 Compensation Period. Such detailed descriptions demonstrate that Hogan Lovells was hea18 involved in the performance of services for the Committee on a daily basis, including night 19 weekend work, often under extreme time constraints, to meet the needs of the Committee. 20 21 Litigation (Task Code 01) Fees: $1,642,476.00; Total Hours: 1940.60 22 31. During the Compensation Period, the Committee filed the Notice of Ex P23 Application of the Official Committee of Unsecured Creditors Pursuant to Federal Rule24 Bankruptcy Procedure 2004 for Entry of an Order Authorizing Service of Subpoenas on Windt25 26 Drive, LLC, Oakmont Corporation, Lakewood & Company LLC, Kirkland & Ellis LLP, 27 Pillsbury Winthrop Shaw & Pittman LLP; and Orders Directing the Examinations of the PerPage 38
Motion”) seeking an order for authorization of subpoenas of Windtree, a former shareholder2 debtor Wave Computing, Inc. (“Wave”), Oakmont Corporation (“Oakmont”), the manag3 member of Windtree and one of two lead investors of Wave’s Series E Preferred stock offeri 4 Lakewood & Company, LLC (“Lakewood”), one of two lead investors of Wave’s Serie 5 Preferred stock offering, Kirkland & Ellis LLP, Windtree’s counsel, and Pillsbury Winthrop S6 7 & Pittman LLP, Wave’s former counsel; and an order directing the examinations of the person m8 knowledgeable at Windtree, and Brad Meadow, Oakmont’s Managing Director. In July 2019, W9 executed a settlement agreement with Windtree pursuant to which Wave paid to Windt10 approximately $40 million in cash plus attorneys’ fees to redeem Windtree’s 2018 investmen11 Wave’s Series E Preferred Stock after Windtree alleged that Wave and its directors, includ12 Tallwood representatives, defrauded Windtree into investing in Series E preferred stock (13 “Windtree Settlement”). The Committee and creditors of the Debtors believe that Tallwood fun14 15 the prepetition loan to pay operating expenses and redeem the stock of other Series E investors a16 the Windtree Settlement severely depleted Wave’s funds. The investigations are ongoing and h17 required interviews and document productions of thousands of documents that require signific18 attention by the Hogan Lovells team and other Committee professionals. All of these eff19 required Hogan Lovells to work closely with the Committee and to keep the Committee infor20 throughout the case, in regular updates, weekly meetings and communications with the Commit21 Hogan Lovells has also worked extensively with the Committee’s financial advisor, Dundon,22 23 well as with the Debtors and their professional advisors, as well as with other stakeholders in th24 Chapter 11 Cases, always with the goal of maximizing returns for unsecured creditors. 25 32. During the Compensation Period, Hogan Lovells, on behalf of the Commit26 prepared and filed the 2004 Motion and engaged in very significant litigation and discovery rela27 activities in connection with the investigations of Windtree, Oakmont, Lakewood. Among otPage 39
things, Hogan Lovells attorneys, as applicable, researched relevant legal issues and investiga2 factual issues, received and reviewed extensive documentary discovery in connection with multi3 matters, prepared draft complaints and motions for standing to bring such complaints, 4 conducted interview of individuals associated with these entities. Hogan Lovells investigation te5 also analyzed and reviewed very extensive documents produced voluntarily by Debtors’ counse6 7 part of the U.S. Securities and Exchange Commission’s (“SEC”) investigation into the Debtors8 33. During the Compensation Period, the Committee participated with the Debtors 9 Tallwood in extensive negotiations with CIP. The ultimate mediation with former Bankrup10 Judge Newsome resulted in a settlement that resolved the Debtors’ $60 million cure dispute 11 CIP, as well as the elimination of all CIP claims against the Estate, and the early payment/purch12 of CIP’s royalty obligations. This was a very critical element of the case as the resolution of 13 cure dispute removed the largest gating item to a successful Plan confirmation, significa14 15 reducing the potential unsecured claims pool and providing not only substantial liquidity for 16 Reorganized Debtors but a partial payment acceleration of amounts to be paid to general unsecu17 creditors. 18 Securities Advice (Task Code 02)15 19 Fees: $4,205.00; Total Hours: 2.90 20 34. During the Compensation Period, Hogan Lovells reviewed documents produ21 during the SEC investigation and engaged in discussions with the Debtors and SEC regard22 securities related issues. 23 Regulatory Issues (Task Code 03) 24 Fees: $57,200.50; Total Hours: 50.30 25 35. During the Compensation Period, Hogan Lovells reviewed potential regulat26 27 15Page 40
issues related to certain agreements and settlements proposed by the Debtors. Hogan Lovells 2 reviewed any potential regulatory issues that may arise during government investigations of 3 Debtors. Finally, Hogan Lovells reviewed potential CFIUS issues in connection with an auct4 and sale of the Debtors assets to a foreign buyer. 5 Insurance (Task Code 4) 6 Fees: $26,219.50; Total Hours: 22.60 7 36. During the Compensation Period, Hogan Lovells reviewed the Debtors’ D8 policy and worked with the Debtors in connection with their Motion for Order Lifting Sta 9 Authorize Advancement by Insurer of Defense Costs of Insureds [Docket No. 346]. Hogan Lov10 also analyzed various D&O issues relating to possible litigation claims and revised the reports11 12 erosion of the Federal Policy’s limit of liability as allowed by the Order Lifting Stay to Autho13 Advancement by Insurer of Defense Costs Pursuant to Insurance Policy [Docket No. 346]. Ho14 Lovells also worked with the proposed Liquidating Trust Manager to review and advise 15 insurance policies for the liquidating trust to be formed under the plan. 16 Hearing (Task Code 05) 17 Fees: $ $68,638.50; Total Hours: 54.10 18 37. During the Compensation Period, Hogan Lovells reviewed hearing transcripts 19 audio from the First and Second Day hearings, prepared for and appeared at hearings on final f20 day orders and other scheduled hearings in connection with these chapter 11 cases, includ21 hearings on the Motion of the Debtors Pursuant to 11 U.S.C. §§ 105(a), 363 and 503 for Entr22 an Order Authorizing Implementation of Key Employee Retention Plan Filed by Debtor W23 24 Computing, Inc. [Docket No. 209], the Application of Debtors Pursuant to 11 U.S.C. § 327(e), F25 R. Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ Paul, Weiss, Rifkind, Whar26 & Garrison LLP as Special Counsel for the Debtors Effective as of May 29, 2020 Filed by De27 Wave Computing, Inc. [Docket No. 235], the Motion of the Debtors for the Entry of an OrderPage 41
Authorizing the Debtors to Implement Key Employee Incentive Plan and (II) Granting Rela 2 Relief Filed by Debtor Wave Computing, Inc.[Docket No. 103], the Debtors’ First Omnibus Mot 3 Pursuant to 11 U.S.C. § 365 to Reject Certain Executory Contracts [Docket No. 340], the Debt 4 Second Omnibus Motion Pursuant to 11 U.S.C. § 365 to Reject Certain Executory Contr5 [Docket No. 341]; the Debtors’ Third Omnibus Motion Pursuant to 11 U.S.C. § 365 to Re6 7 Certain Executory Contracts [Docket No. 342], the Debtors’ Motion Pursuant to 11 U.S. 8 1121(d) to Extend Exclusive Periods [Docket No. 344], the Motion for Order Lifting Stay 9 Authorize Advancement by Insurer of Defense Costs of Insureds Pursuant to Insurance Po10 [Docket No. 346], the Debtor's Application Pursuant to 11 U.S.C. §§ 327(a) and 328(a) and F11 R. Bankr. P. 2014(a) to Retain and Employ Armory Securities, LLC as Investment Banker to 12 Debtors Effective as of August 23, 2020 [Docket No. 495], the Motion of Debtors Pursuant to13 U.S.C. §§ 105(a), 361, 362, 363, and 364 for Orders Authorizing (I) Postpetition Financing; 14 15 Cash Collateral Use; (III) Adequate Protection to Existing Secured Parties; (IV) Liens 16 Superpriority Claims; and (V) Modifying the Automatic Stay [Docket No. 14] (the “DIP Motio17 the Third Amended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization for W18 Computing, Inc. and its Debtor Affiliates [Docket No. 808], the Debtors’ Motion for Entry of19 Order Approving Solicitation and Voting Procedures [Docket No. 667], the Motion to Appr20 Bidding Procedures [Docket No. 883], and multiple other hearings relating to claims objecti21 the Plan confirmation hearing, and numerous other motions. 22 23 Valuation (Task Code 06) Fees: $10,576.00; Total Hours: 8.30 24 38. During the Compensation Period, Hogan Lovells reviewed the Debtors’ busin25 plan and valuation analysis along with the Committee’s financial advisor. 26 27 Case Administration (Task Code B110) Fees: $296,785.50; Total Hours: 305.20Page 42
39. During the Compensation Period, Hogan Lovells frequently coordinated with 2 Debtors and their professional advisors regarding case administration, including hearing dates 3 case deadlines. Hogan Lovells also expended time attending to various case administrative matt4 including, among other things: (i) coordinating critical work streams among Hogan Lov5 attorneys and the Committee’s various other professional advisors with regular; (ii) arrang6 7 telephonic and video hearing lines for Hogan Lovells attorneys’ participation in remote hearin8 (iii) meetings preparing and updating a calendar of critical dates and task list covering pend9 motions for the Committee; and (iv) reviewing the docket for new pleadings and distributing s10 filings to the Committee and its advisors along with summaries of such pleadings. Hogan Lov11 attorneys endeavored to minimize such administration matters while at the same time ensuring t12 all of the Committee’s various activities were performed in the most expeditious and informat13 manner possible. 14 15 Asset Analysis and Recovery (Task Code B120)16 16 Fees: $336,011.50; Total Hours: 400.90 17 40. During the Compensation Period, Hogan Lovells reviewed and performed dilige18 and analysis of the Debtors’ Motion Pursuant to 11 U.S.C. §§ 365(a) and Fed. R. Bankr. P. 619 for Entry of an Order Approving Debtors’ Assumption of the MediaTek Agreement [Docket 20 100] and corresponding agreement. Hogan Lovells also reviewed and performed due diligence 21 analysis of the agreements between the Debtors and CIP. Hogan Lovells also had to invo22 colleagues in its Shanghai office to discuss potential issues arising from the wind down of W23 24 Shanghai and risks to the Debtors’ estates. 25 Asset Disposition (Task Code B130) 26 27 16Page 43
2 41. During the Compensation Period, Hogan Lovells reviewed and performed dilige3 and analysis regarding potential disposition of the Debtors assets. Hogan Lovells also coordina4 with the Debtors to complete the auction and sale in tandem with the reorganization. Hogan Lov5 reviewed and commented on the Stalking Horse Asset Purchase Agreement as well as the Bidd 6 Procedures in connection with the sale process. Hogan Lovells, as the Committee’s professio7 advisors, participated in the Auction via videoconference held on December 21, 2020, wh8 9 Tallwood was selected as the Successful Bidder and the Stalking Horse Bidder as the Bac10 Bidder at the conclusion of the Auction on December 22, 2020. In January 2021, in order to ens11 a viable alternative if the Plan were not consummated, Hogan Lovells worked closely with 12 Debtors on their Motion for Entry of an Order Conditionally (I) Authorizing the Sale of the As13 of the Debtors Free and Clear of All Liens, Claims, Encumbrances, and Other Interests; 14 Approving the Stalking Horse Agreement; (III) Authorizing the Assumption and Assignmen15 Executory Contracts and Unexpired Leases; and (IV) Granting Related Relief [Docket No. 1016 17 (the “Conditional Sale Motion”). Hogan Lovells reviewed and commented on the Conditional 18 Motion as well as subsequent stipulations relating to the Conditional Sale Motion. 19 20 Meetings of and Communications with Creditors (Task Code B150) 21 Fees: $42,369.50; Total Hours: 35.80 42. During the Compensation Period, Hogan Lovells responded to creditor inqui22 23 regarding the Chapter 11 Cases, as part of its duties as counsel to the Committee. Additiona24 Hogan Lovells communicated regularly with certain large creditors regarding multiple aspect25 the Chapter 11 Cases. 26 Fee/Employment Applications (Task Code 160) 27 Fees: $157,573.00; Total Hours: 210.70Page 44
application and exhibits thereto, including engagement letters, conflict schedules and declarati 2 To the extent required by applicable bankruptcy law, Hogan Lovells ran a conflicts check 3 purposes of disclosing relationships to parties potentially interested in these cases, a list of s4 parties having been supplied by the Debtors’ advisors to Hogan Lovells. The Order approving 5 retention of Hogan Lovells was entered at Docket No. 355. Soon after its engagement, Ho6 7 Lovells worked with the Committee to hire financial advisor for the Committee. The Commi8 selected Dundon, who worked closely with Hogan Lovells throughout these Chapter 11 Ca 9 Hogan Lovells also drafted and finalized its First Interim Compensation Application and Sec10 Interim Compensation Applications, including responding to inquiries from the United St11 Trustee regarding the First and Second Interim Compensation Applications. Additionally, Ho12 Lovells prepared monthly fee applications throughout the Compensation Period. Hogan Lov13 also reviewed the retention applications of additional professionals for the Debtors to determin14 15 the retention was in the best interests of unsecured creditors. 16 Fee/Employment Objections (Task Code B170) 17 Fees: $24,903.00; Total Hours: 25.30 44. During the Compensation Period, various applications of Ordinary Cou18 19 Professionals were filed, which Hogan Lovells reviewed and provided comment to the Debt20 Additionally, the Debtors filed the Application of Debtors Pursuant to 11 U.S.C. § 327(e), Fed21 Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ Paul, Weiss, Rifkind, Wharto22 Garrison LLP as Special Counsel for the Debtors Effective as of May 29, 2020 [Docket No. 223 to retain Paul Weiss as special counsel with respect to export/import and CFIUS compliance. Ho24 Lovells reviewed the retention application and subsequently drafted and filed an objection to P25 Weiss’s retention. The objection was withdrawn after negotiations and the Committee achieve26 27 compromise with the Debtors as to the terms of Paul Weiss’s engagement. Hogan Lovells reviePage 45
warranted based on the efficiency and scope of the work performed. 2 Avoidance Action Analysis (Task Code B180) 3 Fees: $120,768.00; Total Hours: 162.70 4 45. During the Compensation Period, Hogan Lovells researched and analyzed poten5 avoidance causes of action (including for fraudulent conveyance) against Windtree, Oakmont 6 others arising out of the Windtree Settlement. 7 8 Assumption/Rejection of Leases and Contracts (Task Code B185) 9 Fees: $59,779.00; Total Hours: 64.50 10 46. During the Compensation Period, the Debtors filed the Motion of Debtors Pursu11 to 11 U.S.C. §§ 105(a) and 363(b) for an Order Approving Debtors Entry Into the Drawbri12 Lease [Docket No. 96] and Motion of Debtors Pursuant to 11 U.S.C. § 365(a) and Fed. R. Ba13 P. 6006 for Entry of an Order Approving Debtors Rejection of Water Tower Lease nunc pro t14 to the Petition Date [Docket No. 98] (the “Water Tower Lease Motion”). Hogan Lovells analy15 the Water Tower Lease Motion and engaged in negotiations with the Debtors regarding such 16 Motion to ensure the rejection of the motion was in the best interest of the creditors of the Debt17 18 estate. Hogan Lovells also analyzed the MediaTek license agreement and contracts 19 CIP/Prestige and engaged in negotiations with the Debtors regarding the these contracts to ens20 the treatment of these agreements was in the best interest of the creditors of the Debtors’ est21 Hogan Lovells also analyzed and reviewed the agreements to be cured under the Plan in orde22 better ascertain the recoveries for the general unsecured creditors. 23 Other Contested Matters (excluding assumption/rejection) (Task Code B190) 24 Fees: $6,344.00; Total Hours: 7.50 25 47. Hogan Lovells engaged in discussions and ultimately reached a resolution with 26 Debtors regarding the length of the exclusivity period in which to file a plan and other contes27 matters in connection with these Cases.Page 46
Business Operations (Task Code B210) 2 Fees: $6,491.00; Total Hours: 4.80 48. During the Compensation Period, Hogan Lovells reviewed the Debtors mont3 4 operating reports and business plan, as well as budget and cash flows. 5 Employee Benefits/Pensions (Task Code B220) 6 Fees: $150,252.00; Total Hours: 162.00 49. During the Compensation Period, the Debtors filed the Motion for the Entry of7 8 Order (I) Authorizing the Debtors to Implement Key Employee Incentive Plan and (II) Grant 9 Related Relief [Docket No. 103] (the “KEIP Motion”) and the Motion of the Debtors Pursuan10 11 U.S.C. §§ 105(a), 363 and 503 for Entry of an Order Authorizing Implementation of 11 Employee Retention Plan [Docket No. 209] (the “KERP Motion”). Hogan Lovells reviewed 12 analyzed both plans. At the request of the Committee, Hogan Lovells drafted an objection to 13 KEIP Motion; however, following negotiations with the Debtors, the hearing on the KEIP has b14 adjourned and thus the objection deadline extended. Hogan Lovells continued its negotiations 15 16 the Debtors regarding their KEIP Motion. Hogan Lovells ultimately filed an objection to the K17 Motion. Hogan Lovells also took a deposition of the Debtors’ compensation expert in connect18 with the proposed KEIP. Finally, Hogan Lovells drafted and filed the Declaration of Eric A. Reu19 in Support of the Objection of Official Committee of Unsecured Creditors of Wave Computing, I20 to Debtors' Motion for Entry of an Order (I) Authorizing the Debtors to Implement Key Emplo21 Incentive Plan and (II) Granting Related Relief [Docket No. 526]. Ultimately, Hogan Lovells 22 the Debtors were able to negotiate a settlement on the KEIP and filed a proposed order 23 24 modifications that were acceptable to both parties. Hogan Lovells also worked with the Debtor25 amend the KEIP Order to expand the definition of an acceptable sale, among other things, to ref26 modifications to the timing of the sale and reorganization process. 27 50. Hogan Lovells also negotiated with the Debtors regarding its concerns withPage 47
KERP Motion. The Debtors modified the KERP Motion to resolve the Committee’s concerns2 providing additional protections to creditors, and the Committee ultimately supported the KE 3 Motion. 4 Financing/Cash Collections (Task Code B230) 5 Fees: $187,581.00; Total Hours: 182.80 6 51. One of the most significant issues at the beginning of these cases related to 7 Debtors’ request for authorization to obtain postpetition financing pursuant to the DIP Moti 8 Immediately upon the Committee’s formation, Hogan Lovells and the Committee’s finan9 advisors began to review the DIP agreement and a significant amount of due diligence regard10 the DIP Motion, which required that the Committee’s advisors work closely with the Commi11 12 and the Debtors’ advisors, in order to understand the various aspects of the proposed financing, 13 Debtors’ capital structure, funding needs and market conditions and comparables with respec14 loans of this type and size. Among other things, Hogan Lovells and the Committee’s other advis15 specifically focused on the sizing of the DIP financing and perfection issues relating to Tallwoo16 asserted prepetition liens. Throughout the Chapter 11 Cases, Hogan Lovells and the Committe17 financial advisors continued to review the DIP agreement and the Debtors’ proposed amendm18 19 to the DIP Motion, which required that the Committee’s advisors work closely with the Commi20 and the Debtors’ advisors, in order to understand the various aspects of the proposed financing, 21 Debtors’ capital structure, funding needs and market conditions and comparable transactions 22 respect to loans of this type and size. The efforts of Hogan Lovells, the Committee’s finan23 advisors and the Committee led to a successful resolution that involved Tallwood providing 24 financing on terms that were highly favorable to the Debtors and unsecured creditors. 25 52. Another significant issue was the Debtors’ PPP Motion. Hogan Lovells and 26 27 Committee’s financial advisors spent significant time analyzing the implications of the retentioPage 48
funds. This issue was successfully resolved consensually in the context of the Debtors, 2 Committee and Tallwood agreeing terms for Tallwood’s DIP financing. 3 4 Tax Issue (Task Code B240) Fees: $35,449.50; Total Hours: 27.30 5 53. Hogan Lovells, along with the Debtors reviewed and analyzed relevant tax issue6 the arose in connection with the Chapter 11 Cases. During the Plan confirmation process, Ho 7 Lovells analyzed the treatment of non-priority tax claims under the Plan and coordinated with 8 9 Debtors are the treatment of such claims, as well as analyzing issues relating to the tax treatm10 of the Plan and Liquidating Trust formed pursuant to the Plan. 11 Committee Governance and Meetings (Task Code B260) 12 Fees: $345,762.50; Total Hours: 334.60 13 54. During the Compensation Period, Hogan Lovells conducted a weekly meeting 14 the Committee via video conferencing (the “Committee Meetings”), as well as regular sepa15 meetings and communications with the Committee’s chair as necessary. During Commi16 Meetings, Hogan Lovells attorneys discussed key issues with the Committee, including 17 upcoming matters scheduled for hearing by the Court. Prior to such meetings, Hogan Lov18 19 attorneys reviewed pending matters requiring the Committee’s attention and the underly20 documentation and coordinated advice with the Committee’s other professional advisors. Ho21 Lovells attorneys also drafted agendas for all such meetings, coordinated with the Committee C22 with respect to the agenda and items to be dealt with by the Committee, and distributed pertin23 documents and other information in advance to the Committee. In between Committee meeti24 Hogan Lovells communicated with and updated the Committee with respect to matters that w25 pending or new events which arose and could not wait for the next Committee meeting. Thereaf26 27 Hogan Lovells discussed each of these matters with the Committee, as well as individPage 49
with respect to each matter. 2 Claims Administration and Objection (Task Code B310) 3 Fees: $91,690.00; Total Hours: 79.00 55. During the Compensation Period, Hogan Lovells reviewed and analyzed 4 Debtors’ schedules and financial statements in connection with claims administration. Ho5 6 Lovells also reviewed the Debtors’ objections to filed claims to determine potential recoveries 7 the general unsecured creditors. On occasion the Committee provided its suggestions to the Debt8 on how certain claims should be treated. 9 10 Plan and Disclosure Statement (Task Code B320) 11 Fees: $1,276,486.50; Total Hours: 1126.40 12 56. During the Compensation Period, Hogan Lovells spent a significant amount of ti13 negotiating the construct of a consensual plan, with a restructuring/sale toggle feature, revising 14 reviewing the proposed term sheet for a chapter 11 plan of reorganization and negotiating with 15 Debtors and Tallwood to obtain favorable recoveries for the unsecured creditors. Hogan Lov16 reviewed and provided input to Tallwood’s proposed term sheet and participated in extens17 negotiations with the Debtors and Tallwood. Hogan Lovells also drafted anticipatory motion18 19 the event the negotiations did not lead to a favorable result for the unsecured creditors. Ho20 Lovells heavily negotiated and participated in the drafting of multiple iterations of a plan21 reorganization and disclosure statement, which ultimately culminated in the successful filing 22 confirmation of the Plan. 23 57. Hogan Lovells’ attorneys reviewed and commented on Debtors’ Memorandu24 Law (I) in Support of Confirmation of Sixth Amended Joint Chapter 11 Plan of Reorganization25 Wave Computing, Inc. and Its Debtor Affiliates; and (II) in Response to Objection to Confirmat26 27 [Docket No. 1134] and drafted the Statement of the Official Committee of Unsecured CreditorPage 50
Rights of the United States Trustee to Confirmation of Join Plan of Reorganization [Docket 2 1136] (the “Initial Confirmation Statement”) and Supplemental Statement of the Official Commi3 of Unsecured Creditors of Wave Computing, Inc. in Support of Plan Confirmation and Repl 4 Objection and Reservation of Rights of the United States Trustee to Confirmation of Joint Pla 5 Reorganization [Docket No. 1147] (the “Supplemental Confirmation Statement”). Hogan Lov6 7 attorneys drafted the Initial Confirmation Statement and the Supplemental Confirmation Statem8 in support of the Plan and in response to the Objection and Reservation of Rights of the Uni 9 States Trustee to Confirmation of Joint Plan of Reorganization [Docket No. 1085] (the “U10 Confirmation Objection”). Hogan Lovells attorneys also and negotiated with the U.S. Truste11 seek to resolve the UST Confirmation Objection on a consensual basis, in so far as possible. 12 58. Hogan Lovells’ attorneys also negotiated, drafted and reviewed the liquidating tr13 agreement, finance and security documents, post-Effective Date governance documents and 14 15 other documents that formed part of the plan supplement. 16 General Bankruptcy Advice/Opinions (Task Code B410) Fees: $5,447.50; Total Hours: 7.10 17 59. During the Compensation Period, Hogan Lovells worked closely with its colleag18 in its Shanghai office regarding general bankruptcy advice related to a Chinese liquidation. 19 20 Actual and Necessary Disbursements 21 60. Hogan Lovells has disbursed $64,297.71 as expenses incurred in provid22 professional services during the Compensation Period. These expenses are reasonable 23 necessary and were essential to, among other things, the subpoenas issued under the 2004 Mot24 and review of documents produced pursuant to the SEC document exchange. 25 61. Hogan Lovells has made every effort to minimize its disbursements in these Cha26 11 Cases. The actual expenses incurred in providing professional services were necess27Page 51
THE REQUESTED COMPENSATION SHOULD BE ALLOWED 2 62. The professional services rendered by Hogan Lovells have required a high deg3 of professional competence and expertise to address, with skill and dispatch, the numerous iss4 requiring evaluation and action by the Committee. The services rendered to the Committee w5 performed efficiently, effectively, and economically, and the results obtained to date have benefi6 the unsecured creditors of the Debtors’ estate. 7 63. The final allowance of compensation for services rendered and reimbursement8 9 expenses in chapter 11 cases is expressly provided for in section 331 of the Bankruptcy Code: 10 Any professional person . . . may apply to the court not more than 11 once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services 12 rendered . . . as is provided under section 330 of this title. 13 64. With respect to the level of compensation, section 330(a)(1)(A) of the Bankrup14 15 Code provides, in pertinent part, that the Court may award to a professional person “reasona16 compensation for actual, necessary services rendered[.]” See In re Manoa Finance Co., 853 F. 17 687, 689 (9th Cir. 1988) (stating that section 330 authorizes reasonable compensation for certai18 services and costs).Section 330(a)(3), in turn, provides that: 19 20 In determining the amount of reasonable compensation to be awarded to . . . [a] professional person, the court shall consider the 21 nature, the extent, and the value of such services, taking into account all relevant factors, including ― 22 (A) the time spent on such services; 23 (B) the rates charged for such services; 24 (C) whether the services were necessary to the administration of, or beneficia25 the time which the service was rendered toward the completion of, a cunder this title; 26 (D) whether the services were performed within a reasonable amount of ti27 commensurate with the complexity, importance, and nature of the problissue, or task addressed;Page 52
or otherwise has demonstrated skill and expertise in the bankruptcy fi2 and 3 (F) whether the compensation is reasonable based on the customcompensation charged by comparably skilled practitioners in cases ot4 than cases under this title. 5 11 U.S.C. § 330(a)(3). The clear Congressional intent and policy expressed by the statute i6 provide for adequate compensation to professionals in order to continue to attract qualified 7 competent bankruptcy practitioners to bankruptcy cases. In re Fleming Cos., 304 B.R. 85,8 (Bankr. D. Del. 2003) (“in enacting the Bankruptcy Code provisions which allow compensatio9 attorneys, Congress sought to encourage qualified attorneys to develop bankruptcy expertise10 11 assuring that they would be compensated at the same level as their peers in other practice areas12 65. In the instant case, Hogan Lovells submits that the services for which it se13 compensation in this Application were necessary for and beneficial to the preservation 14 maximization of value for creditors in these chapter 11 cases. Such services were necessary to 15 in the best interests of the Debtors’ estates, creditors and all other parties in interest. 16 compensation requested herein is reasonable and appropriate in light of the nature, extent and va17 18 of such services to the Committee, as well as the size and complexity of these Chapter 11 Ca19 The professional services were performed expediently and efficiently. Whenever possible, Ho20 Lovells sought to minimize the costs of its services to the Committee. Accordingly, approval of 21 compensation for professional services sought herein is warranted. 22 THE REQUESTED EXPENSES SHOULD BE ALLOWED 23 66. Bankruptcy Code Section 330 also authorizes “reimbursement for actual, necess24 expenses” incurred by a retained professional. 11 U.S.C. § 330(a)(1)(B). “Once document25 26 ‘actual and necessary expenses’ are automatically reimbursable.” In re Wendy’s of Montana, I27 111 B.R. 314, 315 (Bankr. N.D. Mont. 1988). Hogan Lovells seeks reimbursement for actualPage 53
in 2 the sum of $64,297.71. The disbursements have been incurred in accordance with Hogan Love3 normal practice of charging clients for expenses clearly related to and required by partic4 matters. In accordance with section 330 of the Bankruptcy Code, Hogan Lovells se5 reimbursement only for the actual cost of such expenses to Hogan Lovells. Hogan Lovells char6 7 for these expenses at rates consistent with those charged to Hogan Lovells’s other bankrup8 clients, which rates are equal to or less than the rates charged by Hogan Lovells to its n9 bankruptcy clients. Hogan Lovells has minimized these expenses to the greatest extent possible10 detailed summary of the expenses is attached to the cover sheet hereto. Throughout 11 Compensation Period, Hogan Lovells has been keenly aware of cost considerations and has tr12 to minimize the expenses charged to the Debtors’ estates. Accordingly, approval of the expe13 reimbursement sought herein is warranted. 14 15 NOTICE 16 67. Pursuant to the Interim Compensation Order, notice of this Application has b17 served upon: (i) the U.S. Trustee for Region 17, 280 South First Street, Room 268, San Jose, 18 95113 (Attn: Jason B. Shorter, Esq. and Jason M. Blumberg, Esq.), jason.b.shorter@usdoj.gov; 19 the Debtors, 355 S. Grand Ave., Suite 1450, Los Angeles, CA 90071 (Attn: Lawrence R. Perki20 lperkins@scpllc.com; (iii) the attorneys for the Debtors, Sidley Austin LLP, 555 West Fifth Str21 40th Floor, Los Angeles, CA 90013 (Attn: Samuel A. Newman, Esq.), jeri.miller@sidley.com; 22 23 counsel for the DIP Agent and DIP Lender, Binder & Malter LLP, 2775 Park Ave., Santa Cl24 CA 95050 (Attn: Robert G. Harris, Esq.), rob@bindermalter.com; and (v) all parties that h25 requested notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. Hogan Lov26 submits that, in view of the facts and circumstances, such notice is sufficient and no other or furt27 notice need be provided.Page 54
CONCLUSION 2 WHEREFORE, Hogan Lovells respectfully requests that the Court enter an order: 3 allowing Hogan Lovells (a) final allowance for professional services rendered as counsel for 4 Committee during the Compensation Period in the amount of $4,975,034.74; and (b) fi5 allowance of reimbursement of expenses incurred in connection with rendering such services in 6 aggregate amount of $64,297.71, for a total award of $5,039,331.95; (ii) authorizing and direct7 the Debtors to pay to Hogan Lovells all amounts to the extent not previously paid in accorda8 with the Interim Compensation Order; and (iii) granting such further relief as is just and proper9 10 11 Dated: March 15, 2021 12 HOGAN LOVELLS US LLP 13 By: /s/ Richard L. Wynne_____________ Richard L. Wynne (Bar No. 120349) 14 richard.wynne@hoganlovells.com David P. Simonds (Bar No. 214499) 15 david.simonds@hoganlovells.com Edward J. McNeilly (Bar No. 314588) 16 edward.mcneilly@hoganlovells.com 17 1999 Avenue of the Stars, Suite 1400 Los Angeles, California 90067 18 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 19 Attorneys for the Official Committee of 20 Unsecured Creditors of Wave Computing, Inc. 21 22 23 24 25 26 27Page 55
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 27Page 56
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 15 SUPPORT OF FINAL FEE APPLICATION O HOGAN LOVELLS US LLP AS COUNSEL T 16 THE COMMITTEE OF UNSECURED CREDITORS OF WAVE COMPUTING, INC. 17 FOR ALLOWANCE AND PAYMENT OF FE AND REIMBURSEMENT OF EXPENSES FO 18 THE PERIOD FROM MAY 26, 2020 THROU AND INCLUDING FEBRUARY 26, 2021 19 Objection Deadline: April 6 , 2021 20 4:00 p.m. (Pacific time) 21 Hearing Date and Time: Date: April 15, 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 27 1 The Debtors in these chapter 11 cases are: Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., WavePage 57
I, Richard L. Wynne, hereby certify that: 2 3 1. I am a partner with the applicant firm, Hogan Lovells US LLP, (“Hogan Lovells”), 4 involved in Hogan Lovells’ representation of the Official Committee of Unsecured Creditors 5 Wave Computing, Inc. (the “Committee”) in connection with the above-referenced chapter 11 ca6 (the “Chapter 11 Cases”). I am familiar with the Order Pursuant to 11 U.S.C. §§ 105(a) and 7 Establishing Procedures for Interim Compensation and Reimbursement of Expenses 8 Professionals [Docket No. 252] (the “Interim Compensation Order”), the Guidelines 9 10 Compensation and Expense Reimbursement of Professionals and Trustees for the Northern Dist11 of California, dated February 19, 2014 (the “Local Guidelines”), the U.S. Trustee Guidelines 12 Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U. 13 § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trus14 Guidelines”). 15 2. This Certification is made in connection with Hogan Lovells’ Final Fee Applicati16 dated March 5, 2021 (the “Application”), for interim compensation and reimbursement of expen17 18 for the period commencing May 26, 2020 through and including February 26, 2021 (19 “Compensation Period”). 20 3. Pursuant to the Local Guidelines, I certify that: 21 a. I have read the Application; 22 b. To the best of my knowledge, information and belief formed after reasona23 inquiry, except as set forth in the Application, the fees and disbursements sought fall wit24 the Local Guidelines; and 25 26 c. The fees and disbursements sought are billed at rates in accordance with th27 generally charged by Hogan Lovells and generally accepted by Hogan Lovells’ clients.Page 58
5. Exhibit B to the Application compares the blended hourly rate billed by attorneys 2 3 paraprofessionals in Hogan Lovells U.S. offices to all matters during the preceding year on a roll4 12 months year ending February 28, 2021 with the blended hourly rate billed by attorneys 5 paraprofessionals to the Debtors in connection with the Chapter 11 Cases during the Compensat 6 Period. Hogan Lovells does not charge a premium for bankruptcy related services as compare7 other services. 8 6. Hogan Lovells responds to the questions identified in the U.S. Trustee Guidelines9 10 follows: 11 (a) Question: Did you agree to any variations from, or alternatives to, your standar12 customary billing rates, fees or terms for services pertaining to this engagement twere provided during the application period? If so, please explain. 13 Answer: No. 14 (b) Question: If the fees sought in this fee application as compared to the fees budge15 for the time period covered by this fee application are higher by 10% or more, 16 you discuss the reasons for the variation with the client? 17 Answer: The fees are not higher by 10%. 18 (c) Question: Have any of the professionals included in this fee application varied thourly rate based on the geographic location of the bankruptcy case? 19 Answer: No. 20 (d) Question: Does the fee application include time or fees related to reviewing21 revising time records or preparing, reviewing, or revising invoices? (This is limi22 to work involved in preparing and editing billing records that would not compensable outside of bankruptcy and does not include reasonable fees 23 preparing a fee application.). If so, please quantify by hours and fees. 24 Answer: No. 25 (e) Question: Does this fee application include time or fees for reviewing time recoto redact any privileged or other confidential information? If so, please quantify26 hours and fees. 27 Answer: No.Page 59
your client review and approve those rate increases in advance? (ii) Did your cliagree when retaining the law firm to accept all future rate increases? If not, did 2 inform your client that they need not agree to modified rates or terms in orde3 have you continue the representation, consistent with ABA Formal Ethics Opin11-458? 4 Answer: Hogan Lovells’ hourly rates are subject to periodic firm-wide adjustm5 in the ordinary course of Hogan Lovells’ business. Beginning January 1, 2021 rates for Hogan Lovells timekeepers increased at a rate attributable to e6 attorney’s increased level of experience and to increases in Hogan Lovells’ brates for attorneys of similar levels of experience. This rate increase was appro7 by the Committee and Hogan Lovells submitted a certification of such rate increto the Bankruptcy Court on January 13, 2021 [Docket No. 104]. 8 9 10 Dated: March 15, 2021 11 /s/ Richard L. Wynne 12 Richard L. Wynne 13 Partner, Hogan Lovells 14 15 16 17 18 19 20 21 22 23 24 25 26 27Page 60
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 27Page 61
Hogan Lovells’ hourly rates for bankruptcy services are comparable to the hourly r2 charged in complex chapter 11 cases by comparably skilled bankruptcy attorneys. In additi 3 Hogan Lovells’ hourly rates for bankruptcy services are comparable to the rates charged by Ho 4 Lovells, and by comparably skilled practitioners in other firms, for complex corporate and litigat5 matters, whether in court or otherwise, regardless of whether a fee application is required. 6 7 The blended hourly rate for all Hogan Lovells timekeepers who worked on these case8 approximately the same as the firm’s blended rate for all timekeepers over a Comparable Per9 (defined below). In particular, the blended hourly rate for all Hogan Lovells timekeepers (includ10 both professionals and paraprofessionals) who billed to matters excluding chapter 11 representations (collectively, the “Non-Chapter 11 Matters”)18 during the 12-month per12 beginning February 1, 2020 and ending on February 28, 2021 (the “Comparable Period”) was13 the aggregate, approximately $774.00. By comparison, the blended hourly rate for all Ho14 15 Lovells timekeepers (including both professionals and paraprofessionals) who worked on 16 Chapter 11 Cases during the Application Period was, in the aggregate, $929.39. 17 The following table shows blended hourly rates by category of professional 18 paraprofessional (rounded to the nearest dollar) for the Comparable Period: 19 Position at Hogan Blended Rate for This Blended Rate for Non- Blended Rate fo20 Lovells Application Chapter 11 Matters for Non-Chapter 1Period Los Angeles and New Matters 21 York Office Only Partner 1,276 1,146 1,051 22 Counsel 858 972 932 23 Associate 742 731 691 Paralegal 447 372 376 24 Other Legal Support 384 364 358 25 18It is the nature of Hogan Lovells’ practice that certain non-bankruptcy engagements require the advice and coun26 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’ timekeepe27 represented a client in a matter other than court-approved chapter 11 representations. The Non-Chapter 11 Matterinclude time billed by Hogan Lovells’ timekeepers who work within Hogan Lovells’ Bankruptcy, Restructuring aPage 62
2 Exhibit C 3 Budget and Staffing Plan 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27Page 63
2| Period Covered | Actual19 | Forecast20 |
| May/June 2020 | $683,867.68 | $400,000.00 |
| July 2020 | $612,119.00 | $600,000.00 |
| August 2020 | $691,535.24 | $600,000.00 |
| September 2020 | $376,200.50 | $600,000.00 |
| October 2020 | $485,125.50 | $600,000.00 |
| November 2020 | $461,668.00 | $600,000.00 |
| December 2020 | $640,760.50 | $600,000.00 |
| January 2021 | $559,795.50 | $500,000.00 |
| February 2021 | $533,406.00 | $300,000.00 |
| Total | 5,043,936.2421 | $4,800,000.00 |
| Category of Timekeeper |
Number of Timekeepers Expected to Perform Work Across Matters During the Budget Period22 |
Number of Timekeepers Actually Performing Work During the Budget Period23 |
Projected Average Hourly Rate |
| Partner | 5 | 18 | $1,268.89 |
| Counsel | 0 | 1 | $0.00 |
| Associate | 4 | 13 | $710.00 |
| Other Professionals |
2 | 8 | $425.00 |
Page 64
2 February Invoice Details 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27Page 65
T +1 310 785 4600 F +1 310 785 4601 www.hoganlovells.com cial Creditors Committee in Wave Computing Date March 04, 2021 pter 11 Bankruptcy Synopsys, Inc. Invoice No 19600005763 East Middlefield Road Our ref 767747.000001 untain View, CA 94043 ted States Partner Rick Wynne Email rick.wynne@hoganlovells.com Fed ID 53-0084704 ve Computing Chapter 11 Bankruptcy mary Amount USD fessional Services 533,406. al Disbursements and Charges 2,967. Subtotal 536,373. Total Due 536,373. ment Details ronic payments should be sent to In light of COVID-19, we are Check payments may be sent to: Payment requested withs Fargo Bank NA, 420 Montgomery Street requesting that our clients pay Hogan Lovells US LLP 30 days from invoice datrancisco, CA 94104 their invoice via ACH/wire P.O. Box 75890 unt: Hogan Lovells US LLP – Operating Account transfer, if they are not doing so Baltimore, MD 21275-5890 T code: WFBIUS6S Account No: 2000010688096 already. #121000248For Wire Transfers Only #054001220(For ACH Transfers Only)Page 66
Invoice No 19600005763 Our Ref 767747.000001 iod February 28, 2021 Disbursements & Total ail by jurisdiction Professional Services Charges USD an Lovells US LLP 533,406.00 2,967.05 536,373 Total 533,406.00 2,967.05 536,373 Charges bursements & charges USD q eDiscovery Services Summary 1,243.45 tocopying and Other Reprographic Charges 296.40 rch Fees 229.31 scovery Data Storage Fees -Internal 1,197.89 Total 2,967.05Page 67
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy Professional Services - Litigation te Name LLP Rate Hours Amount Narrative 01/21 Rick Wynne HLUS 1,550.00 1.10 1,705.00 Attend mediation sessiowith CIP, debtors and Tallwood 01/21 Rick Wynne HLUS 1,550.00 8.00 12,400.00 Attend mediation, including side calls with Newman and R. Harris caucus sessions 01/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Calls and correspondenregarding mediation to ascertain open issues an narrow them 01/21 Edward Joseph HLUS 875.00 6.00 5,250.00 Attend morning mediatiMcNeilly session with debtors, R. Harris, B. Kornberg and Judge Newsome (1.1); review updated CIP ter sheets and send email t Miller regarding same (. attend evening and nighttime mediation (partial) (4.5) 02/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference wB. Oberg regarding stat of CIP deal negotiations 02/21 Edward Joseph HLUS 875.00 1.10 962.50 Attend mediation (post-McNeilly midnight continuation a end of mediation) 04/21 Ann Chungsun HLUS 990.00 1.10 1,089.00 Telephone conference wKim J. McLetchie regarding additional factual analy for litigation claims (.3); review documents relat to settlement provisions and litigation claims (.8 04/21 Julia McLetchie HLUS 910.00 0.40 364.00 Call with A. Kim regardilitigation strategy (.2); review and analyze documents regarding litigation issues (.2)Page 68
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Litigation te Name LLP Rate Hours Amount Narrative McLetchie regarding sa 08/21 Bennett Spiegel HLUS 1,310.00 0.40 524.00 Review prior e-mail correspondence with E. Reubel regarding financ analysis and prepare fol up e-mail corresponden to E. Reubel regarding same 08/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review Hogan Lovells team correspondence wi related documents regarding litigation clai 08/21 Julia McLetchie HLUS 910.00 3.70 3,367.00 Review and analyze documents regarding possible defenses to fraudulent transfer (2.8 communications with A Kim regarding same (.9 09/21 Ann Chungsun HLUS 990.00 0.60 594.00 Review documents and Kim research related to litigation claims 09/21 Bennett Spiegel HLUS 1,310.00 1.20 1,572.00 Telephone conference wHogan Lovells and Dun teams regarding solvenc and financial analysis 09/21 Bennett Spiegel HLUS 1,310.00 0.40 524.00 Review materials from Dundon regarding upda solvency analysis 09/21 Rick Wynne HLUS 1,550.00 1.50 2,325.00 Attend meeting with Dundon team, B. Spiege and E. McNeilly regardi litigation analysis 09/21 Julia McLetchie HLUS 910.00 7.90 7,189.00 Research and analyze calaw regarding potential fraudulent transfer clai (4.5); review documents support of spoliation claims (2.5); draft summary analysis regarding same (.8); communications with tePage 69
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Litigation te Name LLP Rate Hours Amount Narrative 10/21 Ann Chungsun HLUS 990.00 0.20 198.00 Review research regardiKim spoliation 10/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Telephone conference wR. Wynne regarding iss for 2/11/21 meeting regarding lawsuit to be transferred to the trust 10/21 Julia McLetchie HLUS 910.00 5.50 5,005.00 Research and analyze calaw regarding spoliation and bankruptcy (3.2); d analysis regarding same (2.3) 11/21 Ann Chungsun HLUS 990.00 1.30 1,287.00 Attend Hogan Lovells teKim meeting regarding litigation claims strateg 11/21 Bennett Spiegel HLUS 1,310.00 1.40 1,834.00 Internal Hogan Lovells meeting on diligence an legal issues regarding Windtree complaint 11/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 Review e-mail correspondence from S. Posner and J. McLetchi on legal and factual diligence regarding Windtree complaint 11/21 David P. Simonds HLUS 1,550.00 1.90 2,945.00 Prepare for call with Hogan Lovells team on litigation issues and document review (.4); conference with Hogan Lovells team regarding litigation issues (1.5) 11/21 Rick Wynne HLUS 1,550.00 0.80 1,240.00 Review litigation memoranda in preparat for litigation call regardi Oakmont/Windtree clai and correspondence fro S. Posner and A. Kim regarding same 11/21 Rick Wynne HLUS 1,550.00 1.00 1,550.00 Telephone conference wA. Kim, J. McLetchie, B. Spiegel and E. McNeillyPage 70
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Litigation te Name LLP Rate Hours Amount Narrative legal issues raised by R. Kors 11/21 Julia McLetchie HLUS 910.00 3.70 3,367.00 Call with R. Wynne, B. Spiegel, A. Kim, E. McNeilly and S. Posner regarding litigation strategy (1.8); review an analyze documents in support of claims in complaint (1.8); communications with P. Kelly at Sidley (.1) 11/21 Edward Joseph HLUS 875.00 0.40 350.00 Partial attendance at McNeilly meeting with R. Wynne, Spiegel, A. Kim and S. Posner to discuss Windt litigation strategy 11/21 Sara Posner HLUS 770.00 1.80 1,386.00 Compile follow up questions for review in preparation for call (.1); attend Zoom with A. Ki J. McLetchie, R. Wynne Spiegel, E. McNeilly, an D. Simonds regarding potential litigation clai (1.7) 12/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with A. Kim, R. Wynne J. McLetchie regarding privilege issues and materials to be sent to R Kors 12/21 Julia McLetchie HLUS 910.00 1.30 1,183.00 Review and analyze documents in support o claims in complaint 12/21 Sara Posner HLUS 770.00 3.60 2,772.00 Continue follow up research on litigation claims 13/21 Sara Posner HLUS 770.00 4.30 3,311.00 Continue research regarding follow up questions on litigation claimsPage 71
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Litigation te Name LLP Rate Hours Amount Narrative 15/21 Bennett Spiegel HLUS 1,310.00 0.60 786.00 Review S. Posner revisedraft research memorandum regardin complaint against Windtree 15/21 Michael C Hefter HLUS 1,385.00 1.20 1,662.00 Analyze background material and prior resea for call with R. Kors and Wynne 15/21 Rick Wynne HLUS 1,550.00 1.10 1,705.00 Review and revise compiled research memorandum 15/21 Sara Posner HLUS 770.00 3.00 2,310.00 Continue compiling memorandum regardin research related to potential complaint and distribute to Hogan Lov team 16/21 Bennett Spiegel HLUS 1,310.00 0.70 917.00 Telephone conference wS. Posner regarding foll up research and outline legal issues regarding Windtree complaint 16/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with S. Posner and S. Morrissy regarding Windtree complaint an related statute question 16/21 David P. Simonds HLUS 1,550.00 1.20 1,860.00 Conference with Hogan Lovells team and (partia R. Kors regarding poten litigation issues 16/21 Michael C Hefter HLUS 1,385.00 1.10 1,523.50 Call with R. Kors, R. Wynne, D. Simonds and McNeilly regarding fiduciary duty issues 16/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Prepare materials for R. Kors regarding Windtre and Wave dispute 16/21 Edward Joseph HLUS 875.00 1.20 1,050.00 Zoom conference with McNeilly Wynne, M. Hefter andPage 72
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Litigation te Name LLP Rate Hours Amount Narrative R. Wynne, M. Hefter, D. Simonds and R. Kors regarding Wave board fiduciary duty issues (.6 emails with Hogan Love team regarding notes on fiduciary duty Zoom meeting (.1) 16/21 Sara Posner HLUS 770.00 5.20 4,004.00 Call with B. Spiegel regarding research memorandum for poten complaint (.7); continue follow up research and revisions to memorand (4.5) 17/21 Ann Chungsun HLUS 990.00 0.40 396.00 Review key facts documKim for litigation claims 17/21 Julia McLetchie HLUS 910.00 5.30 4,823.00 Analysis of deposition transcripts and docume regarding rebuttal of anticipated defenses to fraudulent transfer 17/21 Sara Posner HLUS 770.00 5.40 4,158.00 Continue revising memorandum regardin litigation issues 18/21 Sara Posner HLUS 770.00 1.50 1,155.00 Continue revisions to memorandum related t litigation claims 19/21 Bennett Spiegel HLUS 1,310.00 2.30 3,013.00 Review revised draft clachart and revised draft research memorandum regarding litigation clai from S. Posner 19/21 Sara Posner HLUS 770.00 0.60 462.00 Continue revisions to memorandum on litigat potential complaint and distribute to B. Spiegel regarding same 22/21 Ann Chungsun HLUS 990.00 1.40 1,386.00 Videoconference with RKim Kors and Hogan Lovells team regarding litigatio claimsPage 73
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Litigation te Name LLP Rate Hours Amount Narrative comments on revised dr chart and memorandu on litigation claims 22/21 Bennett Spiegel HLUS 1,310.00 1.40 1,834.00 Telephone conference wR. Kors, R. Wynne, A. K J. McLetchie and E. McNeilly regarding litigation background issues 22/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Review Oakmont complaint 22/21 Julia McLetchie HLUS 910.00 1.60 1,456.00 Call with R. Kors, A. KiR. Wynne, B. Spiegel an E. McNeilly regarding litigation strategy (1.4); preparation for same (.2 22/21 Edward Joseph HLUS 875.00 1.20 1,050.00 Attend litigation strategMcNeilly Zoom conference (parti with R. Wynne, B. Spieg A. Kim and R. Kors 22/21 Sara Posner HLUS 770.00 2.00 1,540.00 Research related to memorandum on poten litigations claims (1.1); c with B Spiegel regardin same (.9) 23/21 Julia McLetchie HLUS 910.00 6.50 5,915.00 Review and analyze documents produced by various parties in order rebut defense of fraud i Windtree matter (4.3); draft chronology and analysis regarding same (2.2) 23/21 Edward Joseph HLUS 875.00 4.00 3,500.00 Review and comment oMcNeilly debtor 525 motion (.7); review notices and materials provided to Delaware secretary of st (.3); emails with R. Wyn and B. Spiegel regardin 525 motion (.1); draft joinder to 525(a) motioPage 74
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Litigation te Name LLP Rate Hours Amount Narrative motion and provide em comments thereon to J. Hoffman of Sidley (.3); review and comment on final drafts of debtor motions and supporting declarations (.6); file an serve joinder (.6) 23/21 Sara Posner HLUS 770.00 4.10 3,157.00 Incorporate revisions frB. Spiegel to litigation claims memorandum 24/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Exchange e-mail correspondence with W. Intner regarding interpretation of Delaw statute regarding potent litigation claims 24/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Telephone conference wR. Pachulski regarding Wave litigation claims 24/21 Julia McLetchie HLUS 910.00 3.70 3,367.00 Review and analyze documents produced by various parties for rebut of defense of fraud by Windtree (2.5); draft summary chronology regarding same (1.2) 24/21 Sara Posner HLUS 770.00 3.40 2,618.00 Continue incorporating revisions to memorand regarding potential clai for litigation 25/21 Bennett Spiegel HLUS 1,310.00 0.60 786.00 Review revised draft legresearch memorandum from S. Posner 26/21 Rick Wynne HLUS 1,550.00 0.90 1,395.00 Review and revise summary of Kirkland & Ellis/Windtree allegatio and documents and evidence relating to thei claims for R. Kors 26/21 Rick Wynne HLUS 1,550.00 0.80 1,240.00 Prepare outline for R. Kof litigation claims andPage 75
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Insurance te Name LLP Rate Hours Amount Narrative 12/21 Pieter Van Tol HLUS 1,380.00 2.20 3,036.00 Review e-mail with queregarding derivative act coverage, review policy connection with same a applicable law, and draf mail response 14/21 Pieter Van Tol HLUS 1,380.00 0.90 1,242.00 Review e-mails on insurance question, research Delaware law i connection with same, compose e-mail in response 15/21 Bennett Spiegel HLUS 1,310.00 0.10 131.00 E-mail correspondence with R. Kors regarding insurance for trust manager, trust advisory board and Delaware trustee 15/21 Bennett Spiegel HLUS 1,310.00 0.40 524.00 E-mail correspondence with E. McNeilly and P. Van Tol regarding revisions to liquidating trust insurance policy 15/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 E-mail correspondence with E. McNeilly, R. Ko R. Antonacci and P. Va Tol regarding liquidatin trust insurance policy issues and certification trust timing 15/21 Pieter VanTol HLUS 1,380.00 1.90 2,622.00 E-mails regarding folloup insurance issues, review sample language and draft e-mail regardi same, including review similar policies 15/21 Rick Wynne HLUS 1,550.00 0.30 465.00 E-mail correspondence with P. Van Tol regardi director and officer insurance issues raised new Wave policiesPage 76
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Insurance te Name LLP Rate Hours Amount Narrative 16/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Correspondence with RKors, E. McNeilly and P Van Tol regarding trust director and officer poli and initial form of polic Subtotal 6.70 9,292.00 - Hearing te Name LLP Rate Hours Amount Narrative 10/21 Bennett Spiegel HLUS 1,310.00 1.60 2,096.00 Attend confirmation hearing via Zoom 10/21 Bennett Spiegel HLUS 1,310.00 1.30 1,703.00 E-mail correspondence with R. Wynne and E. McNeilly regarding preparation for confirmation hearing 10/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Attend continued confirmation hearing regarding ruling on pla confirmation 10/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 Telephone conference R. Wynne, D. Simonds E. McNeilly during pau in confirmation hearing regarding arguments a potential next steps 10/21 Rick Wynne HLUS 1,550.00 2.20 3,410.00 Prepare for hearing, including preparation o outline argument, calls with S. Newman, Sidley regarding evidence they can put on for value an Dundon support if nee and calls and correspondence with B. Spiegel and E. McNeilly regarding argument preparation 10/21 Rick Wynne HLUS 1,550.00 2.50 3,875.00 Attend confirmation hearingPage 77
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy - Hearing te Name LLP Rate Hours Amount Narrative preparation (.3); prepa hearing argument outli (.9); emails with R. Wy and B. Spiegel regardin confirmation hearing issues (.1) prepare for a attend confirmation hearing (2.1); Zoom conference with R. Wyn B. Spiegel and D. Simo regarding hearing duri hearing intermission (. 25/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Attend hearing on claiand status Subtotal 12.20 15,596.50 0 - Case Administration te Name LLP Rate Hours Amount Narrative 01/21 David P. Simonds HLUS 1,550.00 0.10 155.00 Review docket items regarding transfer of claims and stipulations regarding claims 02/21 Ann Chungsun HLUS 990.00 0.40 396.00 Attend weekly team call Kim with R. Wynne, B. Spieg S. Posner and E. McNeil regarding open task ite 02/21 David P. Simonds HLUS 1,550.00 0.30 465.00 Participate in call (partiwith Hogan Lovells tea regarding pending matt (.2); review docket item (.1) 02/21 Sara Posner HLUS 770.00 0.50 385.00 Attend task list call regarding finalizing the plan with R. Wynne, D. Simonds, B. Spiegel, E. McNeilly and A. Kim 02/21 Tracy Southwell HLUS 490.00 0.30 147.00 Prepare calendar notice03/21 David P. Simonds HLUS 1,550.00 0.40 620.00 Review docket items (.3correspondence regardi upcoming committeePage 78
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Case Administration te Name LLP Rate Hours Amount Narrative motion to shorten regarding potential filin (.3); prepare certificate services regarding plan statement (.2) and fee application (.2); ECF fil same (.3) 04/21 Ann Chungsun HLUS 990.00 0.50 495.00 Attend Hogan Lovells teKim meeting to discuss task l 04/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review docket items regarding cure objectio orders 04/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Attend Hogan Lovells temeeting regarding plan and confirmation task li and final documents, liquidating trust set up, Oakmont/Windtree litigation mediation set and task list 05/21 Ann Chungsun HLUS 990.00 0.50 495.00 Attend weekly team Kim meeting 05/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review docket items regarding amended pla and schedules and cure amount stipulations 05/21 Sara Posner HLUS 770.00 0.60 462.00 Attend task list call withWynne, D. Simonds, B. Spiegel, E. McNeilly, an A.Kim 05/21 Tracy Southwell HLUS 490.00 0.30 147.00 Emails to E. McNeilly tocoordinate service for af hours filing 08/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review docket items regarding plan supplements and cure stipulations 08/21 Tracy Southwell HLUS 490.00 0.70 343.00 Coordinate mail service plan related documents (.3); prepare certificate service (.2); ECF file saPage 79
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Case Administration te Name LLP Rate Hours Amount Narrative related to the plan 10/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review docket items in support of plan 10/21 Tracy Southwell HLUS 490.00 0.80 392.00 Coordinate mail service supplemental statement regarding plan and requ for judicial notice (.2); prepare certificate of service regarding same (.2); ECF file same (.2); prepare and ECF file transcript order of confirmation hearing (. 11/21 David P. Simonds HLUS 1,550.00 0.10 155.00 Review docket items regarding conditional sa and plan 12/21 David P. Simonds HLUS 1,550.00 0.40 620.00 Participate in weekly Hogan Lovells team planning call 15/21 Tracy Southwell HLUS 490.00 0.10 49.00 Emails with S. Posner regarding filings 16/21 Ann Chungsun HLUS 990.00 0.40 396.00 Attend weekly team Kim meeting regarding open items in plan task list 16/21 David P. Simonds HLUS 1,550.00 0.70 1,085.00 Call with Hogan Lovells team on pending items relating to the effective date (.5); review docket items (.2) 16/21 Sara Posner HLUS 770.00 0.40 308.00 Attend call with R. WynB. Spiegel, D. Simonds, Kim and E. McNeilly regarding final items to plan 17/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review docket items regarding confirmation and conditional sale 17/21 Tracy Southwell HLUS 490.00 0.50 245.00 Research status of debtentities with California secretary of statePage 80
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Case Administration te Name LLP Rate Hours Amount Narrative conditional sale motion 19/21 David P. Simonds HLUS 1,550.00 0.10 155.00 Review docket items foroperating report 19/21 Tracy Southwell HLUS 490.00 0.40 196.00 Prepare certificate of service regarding fee statements of Hogan Lovells and Dundon (.2) ECF file same (.2) 23/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review docket items regarding emergency motion and motion to shorten time 24/21 Tracy Southwell HLUS 490.00 0.80 392.00 Prepare service list for joinder regarding debto emergency 525(a) motio (.1); coordinate service same (.2); prepare certificate of service (.2) ECF file same (.2); prep calendar notice for hear on emergency motion (. 25/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review docket items related to emergency motion Subtotal 12.50 12,003.00 0 - Asset Disposition te Name LLP Rate Hours Amount Narrative 03/21 Edward Joseph HLUS 875.00 0.10 87.50 Review U.S. Trustee McNeilly objection to conditiona sale motion and send email to Hogan Lovells team regarding same 17/21 Edward Joseph HLUS 875.00 0.30 262.50 Email with Sidley teamMcNeilly regarding conditional s motion stipulation (.2); email with J. Roth regarding conditional s motion (.1)Page 81
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Asset Disposition te Name LLP Rate Hours Amount Narrative amendment Subtotal 0.50 437.50 0 -Meetings of and Communications with Creditors te Name LLP Rate Hours Amount Narrative 12/21 Edward Joseph HLUS 875.00 0.70 612.50 Telephone conference McNeilly creditor regarding statu of Wave case 26/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference P. Reinecke regarding Wave/Synopsys settlem on claim and step proce Subtotal 0.90 922.50 0 - Fee/Employment Applications te Name LLP Rate Hours Amount Narrative 01/21 Sara Posner HLUS 770.00 0.40 308.00 Correspondence with TSouthwell regarding fili of second interim fee application 01/21 Sara Posner HLUS 770.00 1.20 924.00 Continue drafting November fee applicati (.3); begin drafting December fee applicati (.9) 01/21 Tracy Southwell HLUS 490.00 1.40 686.00 Emails with S. Posner aE. McNeilly regarding notice for fee applicatio (.1); finalize and ECF fil Hogan Lovells second interim fee application and notice (.8); service same via email and U.S mail (.5) 02/21 Sara Posner HLUS 770.00 0.20 154.00 Continue preparation oNovember and Decemb fee applications 02/21 Tracy Southwell HLUS 490.00 2.50 1,225.00 Prepare December feePage 82
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Fee/Employment Applications te Name LLP Rate Hours Amount Narrative 03/21 Sara Posner HLUS 770.00 0.10 77.00 Continue preparing November and Decemb fee applications 04/21 Sara Posner HLUS 770.00 0.20 154.00 Call with E. Reubel regarding fee applicatio 05/21 Sara Posner HLUS 770.00 0.40 308.00 Review and revise DunNovember and Decemb fee applications 11/21 Sara Posner HLUS 770.00 0.30 231.00 Correspondence regardNovember and Decemb fee applications 15/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Brief review and revisioof Dundon and Hogan Lovells November and December fee applicati 15/21 Sara Posner HLUS 770.00 1.30 1,001.00 Finalize Dundon and Hogan Lovells Novemb and December fee applications and notice same (1.0); correspondence with R. Wynne and T. Southwel regarding same (.3) 15/21 Tracy Southwell HLUS 490.00 0.80 392.00 Begin preparing Januarmonthly fee statement 16/21 Sara Posner HLUS 770.00 0.30 231.00 Correspondence with TSouthwell regarding fili of monthly fee stateme 16/21 Tracy Southwell HLUS 490.00 0.50 245.00 Continue preparing January monthly fee statement 16/21 Tracy Southwell HLUS 490.00 3.10 1,519.00 Finalize Hogan Lovells statements for Novemb and December for ECF filing (.7); finalize Dun fee statements for November and Decemb for ECF filing (.8); ECF fee statements (.8); finalize notice regardin same (.2); ECF file samPage 83
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Fee/Employment Applications te Name LLP Rate Hours Amount Narrative 17/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Review comments of U. Trustee to second interi fee application 17/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review Sidley Decembefee application 17/21 Sara Posner HLUS 770.00 1.50 1,155.00 Prepare January monthfee statement 17/21 Tracy Southwell HLUS 490.00 6.50 3,185.00 Continue preparing January monthly fee statement 18/21 Rick Wynne HLUS 1,550.00 0.80 1,240.00 Review second interim application responding U.S. Trustee questions provide detailed back u regarding same 18/21 Sara Posner HLUS 770.00 0.20 154.00 Continue preparing monthly fee statement 18/21 Sara Posner HLUS 770.00 2.70 2,079.00 Review U.S. Trustee comments to second interim fee application (1.0); coordinate respo to U.S. Trustee comme (1.7) 18/21 Tracy Southwell HLUS 490.00 0.10 49.00 Prepare response to U. Trustee request for information on time en 19/21 David P. Simonds HLUS 1,550.00 1.20 1,860.00 Respond to U.S. Trustequestions regarding ti entries 19/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Review and revise interfee application for U.S. Trustee questions 19/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference S. Posner regarding U.S Trustee questions on fe application 19/21 Sara Posner HLUS 770.00 0.30 231.00 Correspondence with RWynne and E. Reubel regarding upcoming monthly fee applicationPage 84
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Fee/Employment Applications te Name LLP Rate Hours Amount Narrative application 19/21 Sara Posner HLUS 770.00 3.40 2,618.00 Continue preparing responses to U.S. Trust comments on second interim fee application (3.1); correspondence R. Wynne regarding sa (.2); call with R. Wynne regarding same (.1) 22/21 David P. Simonds HLUS 1,550.00 0.30 465.00 Review materials relatito response to U.S. Tru questions and correspondence with Hogan Lovells team regarding same 22/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Reply to U.S. Trustee regarding fee applicatio questions 22/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Review Ledes data repl22/21 Edward Joseph HLUS 875.00 0.10 87.50 Email with S. Posner McNeilly regarding U.S. Trustee queries about interim f application 22/21 Sara Posner HLUS 770.00 1.60 1,232.00 Continue drafting response to U.S. Truste comments (1.0); incorporate comments from R. Wynne regardi same (.4); distribute to U.S. Trustee (.2) 23/21 Sara Posner HLUS 770.00 0.30 231.00 Correspondence with accounting department and R. Wynne regardin U.S. Trustee comments fee application 26/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Review January fee application 26/21 Sara Posner HLUS 770.00 1.80 1,386.00 Begin drafting final fee applicationPage 85
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 5 - Assumption/Rejection of Leases and Contracts te Name LLP Rate Hours Amount Narrative 16/21 Edward Joseph HLUS 875.00 0.40 350.00 Review Nautech escroMcNeilly agreement and send e to Hogan Lovells and Dundon teams regardi same Subtotal 0.40 350.00 0 - Other Contested Matters (excluding assumption/rejection) te Name LLP Rate Hours Amount Narrative 03/21 Edward Joseph HLUS 875.00 5.20 4,550.00 Research and draft motMcNeilly to seal liquidating trust compensation, order an supporting declaration (5.1); telephone conference with R. Wy regarding motion to sea (.1) Subtotal 5.20 4,550.00 0 - Tax Issues te Name LLP Rate Hours Amount Narrative 09/21 Scott Friedman HLUS 1,355.00 1.70 2,303.50 Prepare for, attendanceand follow up to call wi Sidley and co-advisers regarding tax issues in plan 10/21 Scott Friedman HLUS 1,355.00 0.80 1,084.00 Call with co-advisers inLos Angeles to prepare hearing and advisory memorandum Subtotal 2.50 3,387.50 0 - Committee Governance and Meetings te Name LLP Rate Hours Amount Narrative 02/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Prepare official creditorcommittee update regarding mediation, status and open issuesPage 86
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Committee Governance and Meetings te Name LLP Rate Hours Amount Narrative agenda for upcoming meeting (.2) 03/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence regarding preparation o minutes of prior meetin and agenda for 2/4//21 committee meeting 03/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Provide comments to minutes and agenda 03/21 Edward Joseph HLUS 875.00 0.20 175.00 Review and comment oMcNeilly committee meeting minutes and agenda 03/21 Sara Posner HLUS 770.00 1.10 847.00 Distribute minutes and agenda for review (.1); revise minutes (.2); revi agenda (.2); distribute agenda to Dundon for comment (.1); distribut agenda to committee ch for review (.1); prepare materials for committe (.2); distribute material to committee (.2) 04/21 Ann Chungsun HLUS 990.00 0.40 396.00 Attend weekly committKim meeting 04/21 Bennett Spiegel HLUS 1,310.00 0.90 1,179.00 Attend creditors committee meeting including follow up telephone conference w Hogan Lovells team an Reubel 04/21 David P. Simonds HLUS 1,550.00 1.10 1,705.00 Prepare for committee call, including docume review (.2); participate committee call (.4); participate in follow-up call with Hogan Lovells and Dundon teams (.5) 04/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Attend creditors committee meeting 04/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Prepare for creditorsPage 87
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Committee Governance and Meetings te Name LLP Rate Hours Amount Narrative McNeilly 04/21 Sara Posner HLUS 770.00 0.60 462.00 Prepare for and attend committee meeting regarding ongoing plan negotiations and other issues 08/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Correspondence to creditors committee regarding R. Kors engagement letter and effective date process 09/21 Sara Posner HLUS 770.00 1.20 924.00 Draft minutes from lastweek's committee meet (1.1) draft agenda for upcoming meeting (.1) 10/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with S. Posner regardin preparation of agenda f 2/11/21 creditors committee meeting 10/21 David P. Simonds HLUS 1,550.00 0.10 155.00 Review upcoming meetagenda 10/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Prepare summary of confirmation for credit committee and Broadc 10/21 Sara Posner HLUS 770.00 1.30 1,001.00 Distribute minutes and agenda for review to Hogan Lovells team for review (.1); distribute agenda to Dundon for review (.1); revise minu (.2); correspondence regarding items to incl in the email to committ (.1); draft email to committee regarding meeting materials (.2); revise email to committ to include Dundon materials (.2); follow u on same (.2); distribute materials to committeePage 88
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Committee Governance and Meetings te Name LLP Rate Hours Amount Narrative Kim meeting 11/21 Bennett Spiegel HLUS 1,310.00 0.40 524.00 Attend Zoom meeting ocreditors committee regarding report on confirmation hearing a next steps 11/21 David P. Simonds HLUS 1,550.00 1.00 1,550.00 Prepare for committee meeting and review documents (.3); participate in committe meeting (.5); follow up discussion with Hogan Lovells and Dundon tea (.2) 11/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Attend official creditorscommittee meeting 11/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Prepare for official creditors committee meeting, including revi of outline, Dundon materials and confirmation order 11/21 Edward Joseph HLUS 875.00 0.50 437.50 Attend Wave committeMcNeilly meeting 11/21 Sara Posner HLUS 770.00 0.60 462.00 Prepare for and attend committee meeting 16/21 Sara Posner HLUS 770.00 0.80 616.00 Draft minutes from lastweek's committee meet 17/21 Bennett Spiegel HLUS 1,310.00 0.10 131.00 Review S. Posner draft minutes of 2/11/21 creditors committee meeting 17/21 Sara Posner HLUS 770.00 0.20 154.00 Distribute minutes frolast meeting for review and correspondence regarding same 24/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Review official creditorcommittee update 24/21 Edward Joseph HLUS 875.00 1.20 1,050.00 Draft and send updatePage 89
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Committee Governance and Meetings te Name LLP Rate Hours Amount Narrative issues and effective dat (.4); draft detailed emai memo to committee regarding Canyon Brid appeal and conditional sale motion (.8) 25/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review creditors committee update and correspondence to R. K on delay in effective dat and Delaware secretary state, and escrow issue 25/21 Edward Joseph HLUS 875.00 0.10 87.50 Revise and send email tMcNeilly committee regarding Canyon Bridge appeal a conditional sale motion 26/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference creditors committee regarding effective date and plan closing 26/21 Rick Wynne HLUS 1,550.00 0.20 310.00 E-mail correspondence with Sidley team regard closing and signature releases, including revi of notice of effective dat Subtotal 18.10 19,871.50 0 - Claims Administration and Objections te Name LLP Rate Hours Amount Narrative 01/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Telephone conference P. Gilhuly regarding confirming Broadcom agreement 01/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Review term sheet revisions 02/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Calls and correspondenwith Sidley regarding Andes claim 03/21 Tracy Southwell HLUS 490.00 0.50 245.00 Prepare updated claimstransfers chartPage 90
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Claims Administration and Objections te Name LLP Rate Hours Amount Narrative regarding update on various claim resolutio and e-mail correspondence with E. McNeilly regarding inquiry to Sidley on rejection damages clai 15/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Review GUC pool forecand follow up with R. K and Dundon regarding same 16/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Call and correspondencwith P. Gilhuly regardi claims pool calculation and effective date delay 19/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Review correspondencefrom E. McNeilly regarding Viosoft and h analysis regarding sam 22/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Correspondence with RKors regarding clams issues, state tax 22/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference R. Kors regarding state issues Subtotal 2.50 3,297.00 0 -Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 01/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with E. McNeilly on addressing U.S. Trustee compensation issue regarding liquidating tr Delaware trustee and liquidating trust manag 01/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with E. McNeilly and Sidley regarding treatm of Wave UK in planPage 91
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Wynne, S. Newman and Harris regarding revisio to liquidating trust agreement on GUC accounts receivable definition 01/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with E. McNeilly regard preparation of e-mail to U.S. Trustee on exculpation related U.S. Trustee plan objection regarding liquidating tr agreement 01/21 Bennett Spiegel HLUS 1,310.00 1.10 1,441.00 Telephone conference U.S. Trustee counsel an debtors counsel regardi U.S. Trustee plan objections and follow u with debtors counsel regarding same (.9); fol up telephone conferenc with E. McNeilly regard same (.2) 01/21 David P. Simonds HLUS 1,550.00 1.20 1,860.00 Participate in call with Sidley and Hogan Lovel teams regarding financ documents (.4); correspondence with Sidley and Hogan Lovel teams regarding variou plan documents/issues and review attachments (.7); review response to U.S. Trustee comments 01/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Telephone conference S. Newman regarding missing plan provisions (.2); call with E. McNeil regarding same (.1) revi plan and revise provisio regarding same (.2) 01/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Telephone conferences with B. Oberg, HainPage 92
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 01/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Telephone conference E. Reubel and review of ballot voting spreadshe 01/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Telephone conference Sidley finance team regarding plan provisio issues 01/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Telephone conference S. Newman regarding status of negotiations 01/21 Stuart Morrissy HLUS 1,390.00 1.10 1,529.00 Correspondence with Sidley team regarding open issues in the exit financing documents (. prepare for and particip in telephone conference with Sidley team, R. Wynne, D. Simonds, E. McNeilly and A. Ceppos regarding open issues i the exit financing documents (.9) 01/21 Andrew Ceppos HLUS 995.00 1.00 995.00 Review communicationfrom debtors' counsel (. participate in conferenc call with debtors' couns (.7); continue discussio on open issues (.2) 01/21 Edward Joseph HLUS 875.00 2.80 2,450.00 Review voting report (.1McNeilly email with S. Posner regarding liquidating tr issues and response to Trustee objection (.1); telephone conference w R. Wynne regarding pla (.1); telephone conferen with G. Weiner and J. Roth (partial) regardin plan, liquidating trust agreement and confirmation brief (.5); attend telephone conference with U.S. Trustee, Sidley and B.Page 93
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative B. Spiegel regarding sa (.2); draft email to U.S. Trustee regarding objection on liquidating trust limitation of liabili provision (.6); telephon conference with R. Wyn S. Morrissy, A. Ceppos Sidley team regarding finance documents (.4) 01/21 Sara Posner HLUS 770.00 1.20 924.00 Review limitation of liability provisions in liquidating trust agreements 02/21 Bennett Spiegel HLUS 1,310.00 0.50 655.00 Telephone conference Hogan Lovells team regarding plan revision negotiations 02/21 Bennett Spiegel HLUS 1,310.00 2.40 3,144.00 E-mail correspondence with E. McNeilly, R. Wynne, P. Gilhuly, Sidl team and Tallwood counsel regarding plan revisions 02/21 Bennett Spiegel HLUS 1,310.00 0.40 524.00 E-mail correspondence with U.S. Trustee couns regarding pending plan objection (.1); e-mail correspondence with E. McNeilly and R. Kors regarding logistics for getting liquidating trust operational (.1); e-mail correspondence regardi treatment of prepayme under plan (.2) 02/21 Bennett Spiegel HLUS 1,310.00 1.00 1,310.00 Telephone conference Hogan Lovells and Dundon teams regardin plan document negotiations 02/21 David P. Simonds HLUS 1,550.00 1.80 2,790.00 Participate in call with Hogan Lovells andPage 94
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Hogan Lovells and Dundon teams regardin various matters, includi Delaware trustee, CIP mediation, that a valid, U.S. Trustee plan objection, plan modifications, creditor agreements, loan agreement and ancillar documents and other matters (.9); review research regarding plan confirmation issue and correspondence with Hogan Lovells team regarding same (.3) 02/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Review ballot report ancheck permutations 02/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Multiple e-mail correspondence regardi revisions to finance documents, including review of same 02/21 Rick Wynne HLUS 1,550.00 2.50 3,875.00 Conference calls and correspondence with official creditors committee, Broadcom, debtors, Tallwood, Avn and Ensilica regarding final plan changes and voting 02/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Telephone conference S. Posner and E. McNei regarding voting deadli and ballots, and final document issues 02/21 Rick Wynne HLUS 1,550.00 0.40 620.00 E-mail correspondence with R. Harris, Tallwoo and debtor finance tea regarding finance documents 02/21 Rick Wynne HLUS 1,550.00 1.00 1,550.00 Attend Zoom meetingPage 95
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative to be flexible or not, an other finance issues 02/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Calls and correspondenwith P. Reinecke, P. Gilhuly and Sidley team regarding Synopsys and Broadcom voting 02/21 Rick Wynne HLUS 1,550.00 2.20 3,410.00 Review multiple roundsrevisions to plan documents and correspondence betwee E. McNeilly and the Sid team, including review final plan documents a ballot reports 02/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Calls and correspondenwith D. Losik regarding voting 02/21 Stuart Morrissy HLUS 1,390.00 2.50 3,475.00 Review revised drafts ofGUC loan and intercreditor agreement (.4); correspondence regarding debtor propo for Wave Computing U not guarantee the GUC loan (.4); corresponden with Sidley team regard GUC loan and intercreditor agreement drafting changes and analyze impact of Sidle draft language (.7); telephone conference w Hogan Lovells and Dundon teams regardin same (.3); telephone conference and correspondence with A. Ceppos regarding GUC loan and intercreditor agreement drafting questions and review proposed changes (.7) 02/21 Andrew Ceppos HLUS 995.00 1.50 1,492.50 Review revised financePage 96
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative discuss revised finance documents (.5); review McNeilly comments on revised documents and related email correspondences (.2); d and circulate revised language for intercredit agreement (.3) 02/21 Edward Joseph HLUS 875.00 1.00 875.00 Email with R. Kors McNeilly regarding U.S. Trustee objection (.2); review a revise plan further and send multiple emails to debtors regarding same (.4); review Avago stipulation, plan suppor agreement joinder and plan (.3); emails with Hogan Lovells and debtors' counsel regardi same (.1) 02/21 Edward Joseph HLUS 875.00 3.10 2,712.50 Telephone conference McNeilly B. Song regarding plan and Andes claim stipulation (.6); telepho conference with G. Wei regarding plan and And claim (.7); second telephone conference w B. Song regarding plan and Andes claim stipulation (.2); email w G. Weiner regarding outstanding plan items (.1); emails with Hogan Lovells team regarding finance documents (.4); telephone conferences with Hogan Lovells tea regarding plan issues (. telephone conference w R. Wynne and D. Losik regarding voting issues (.1); review proposed amended plan and sendPage 97
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative email with Broadcom counsel regarding chan to the plan (.2) 03/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Review e-mail correspondence from E. McNeilly and U.S. Trus counsel regarding proposed resolution of U.S. Trustee plan object 03/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Review U.S. Trustee objection to conditional sale motion and E. McNeilly e-mail correspondence regardi same 03/21 Bennett Spiegel HLUS 1,310.00 0.60 786.00 E-mail correspondence with E. McNeilly, R. Wynne and Sidley regarding plan issues o ballot and voting, resolution of U.S. Trust objection to injunction provision of the plan, identifying liquidating trust advisory board an GUC board representati and addressing bylaws insurance issue regardi same 03/21 Bennett Spiegel HLUS 1,310.00 0.10 131.00 Telephone conference E. McNeilly regarding potential motion to seal regarding liquidating tr manager compensation arrangement 03/21 David P. Simonds HLUS 1,550.00 0.60 930.00 Correspondence regardvarious plan issues with Hogan Lovells and Sidl teams and related document review 03/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Telephone conference E. McNeilly regarding v issuePage 98
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Synopsys vote issue 03/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Telephone conference E. McNeilly regarding p issues 03/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference E. McNeilly regarding p documents to do list 03/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Prepare correspondencSidley team regarding v issue 03/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Calls and correspondenwith P. Reinecke, G. Weiner, R. Harris, S. Newman and E. McNeil regarding Synopsys dua votes and confirmation issues, and Andes settlement 03/21 Edward Joseph HLUS 875.00 1.80 1,575.00 Email with J. BlumbergMcNeilly regarding U.S. Trustee plan objection (.1); draf email to debtors regardi Synopsys voting issue (. revise GUC loan and comment on Wave byla (1.0); emails with J. Rot regarding organizationa documents (.2); emails with A. Ceppos regardi GUC note issues (.3) 04/21 Bennett Spiegel HLUS 1,310.00 1.40 1,834.00 E-mail correspondence with Hogan Lovells and Sidley teams, Tallwood, U.S. Trustee counsel an R. Kors regarding finalizing plan and plan documents including release language to reso U.S. Trustee objection, GUC board representati and related bylaws and director and officer poli potential motion to sealPage 99
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative comments on GUC loan and security agreement and projection of payments to GUC unde plan 04/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Review draft motion to seal regarding liquidati trust manager compensation 04/21 David P. Simonds HLUS 1,550.00 1.10 1,705.00 Correspondence with Hogan Lovells and Sidl teams regarding variou plan issues, including p supplement documents reorganized debtor boa liquidation trustee engagement, United Sta trustee objection, closin items and other related matters, and related document review 04/21 Jane Ross HLUS 1,410.00 0.60 846.00 Discuss bylaws and certificate of incorporat with A. Kang (.2); revie and consider list of changes to certificate of incorporation and byla (.4) 04/21 Rick Wynne HLUS 1,550.00 1.20 1,860.00 Correspondence with trustee R. Kors, E. McNeilly, B. Spiegel an Sidley team regarding revisions to Kors engagement letter, draf insurance briefs regardi confirmation (1.0); correspondence regardi U.S. Trustee objection, resolving parts of it (.2) 04/21 Rick Wynne HLUS 1,550.00 0.40 620.00 E-mail correspondence with Sidley team, credit committee and E. McNeilly regarding finalizing plan andPage 100
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative objection to sale voting, and U.S. Trustee objecti to sale work 04/21 Rick Wynne HLUS 1,550.00 0.90 1,395.00 Telephone conferences and e-mail correspondence with R. Kors regarding deal ter changes and issues for liquidating trust board seat and oversight committee 04/21 Stuart Morrissy HLUS 1,390.00 0.60 834.00 Internal correspondencregarding corporate governance matters an corresponding revision draft GUC loan agreem (.4); review revised draf GUC loan agreement prepared by A. Ceppos ( 04/21 Andrew Ceppos HLUS 995.00 1.70 1,691.50 Communicate with debtors' counsel regardi perfection actions (.2); review and discuss mar prepared by E. McNeill (.5); prepare markup of GUC loan agreement an circulate to working gro (1.0) 04/21 Annie Kang HLUS 930.00 2.10 1,953.00 Review certificate of incorporation and byla and consider related iss (.6); draft summary of comments to proposed certificate of incorporat and bylaws (1.0); discus same with internal tea (.5) 04/21 Edward Joseph HLUS 875.00 11.80 10,325.00 Research and draft motMcNeilly to seal Schedule A, orde and declaration (2.1); revise liquidating trust manager fee proposal i full version for Schedul of liquidating trustPage 101
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative S. Posner (.2); telephon conference with A. Kan regarding amendment t Wave articles and byla (.2); email with A. Kang regarding same (.1); em with R. Kors regarding motion to seal (.1); telephone conference w S. Posner regarding response to U.S. Truste objection (.1); telephon conference with J. Blumberg regarding U. Trustee objection (.2); emails with R. Kors and Hogan Lovells team regarding same (.2); telephone conference w R. Kors and R. Wynne regarding U.S. Trustee objection and liquidatin trust compensation issu (.7); email with J. Blumberg proposing resolution to U.S. Trust objection (.2); review a comment on liquidatin trust manager's engagement letter (1.1); review and comment on further revised draft of liquidating trust manag engagement letter (.3); research and draft confirmation statement and reply to U.S. Truste objection (4.2); review select exhibits of preced liquidating trust agreements with exculpation and limitati of liability provisions (. telephone conference w J. Roth regarding confirmation brief (.2); attend post-committeePage 102
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Kim, D. Simonds and S. Posner) and E. Reubel t discuss issues required confirmation (.4) 04/21 Sara Posner HLUS 770.00 0.50 385.00 Follow up call with HogLovells team regarding next steps and open ite for confirmation of the plan 04/21 Sara Posner HLUS 770.00 2.80 2,156.00 Call with E. McNeilly about plan items (.2); begin preparing closing checklist for plan confirmation (.2); draft insert regarding quarte fees for confirmation br (2.4) 05/21 Bennett Spiegel HLUS 1,310.00 0.90 1,179.00 E-mail correspondence and telephone conferen with R. Kors, R. Wynne and E. McNeilly regardi R. Kors engagement an compensation terms (.7 e-mail correspondence regarding identity of G lender under GUC loan (.2) 05/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 E-mail correspondence with R. Wynne, E. McNeilly and Dundon team regarding modeli of projected GUC recoveries under plan 05/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Internal e-mail correspondence regardi R. Kors as both liquidat trust manager and GUC board representative 05/21 Bennett Spiegel HLUS 1,310.00 0.80 1,048.00 E-mail correspondence with E. McNeilly, U.S. Trustee and D. Simond regarding U.S. Trustee objection to plan, partiaPage 103
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 05/21 Bennett Spiegel HLUS 1,310.00 1.10 1,441.00 Review and comment internally on debtors revised draft confirmati brief 05/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence regarding plan revision and committee stateme in support of plan confirmation and reply U.S. Trustee objection 05/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Internal e-mail correspondence and e- mail correspondence wi Sidley regarding propos revisions to bylaws regarding GUC lender a board representative 05/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Further e-mail correspondence regardi finalizing R. Kors compensation as liquidating trust manag 05/21 Bennett Spiegel HLUS 1,310.00 0.50 655.00 E-mail correspondence with E. McNeilly and debtors counsel regardi debtors proposed revisi to liquidating trust agreement regarding distribution from sale assets and Tallwood as beneficiary if GUC fully paid 05/21 David P. Simonds HLUS 1,550.00 1.50 2,325.00 Correspondence with Hogan Lovells team regarding various matte associated with closing, including director appointment, reply to U Trustee objection, Delaware litigation trus appointment, loan agreement and ancillar documents and post- effective date litigation,Page 104
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative objection and review associated cases (.5); review closing checklist (.1) 05/21 Jane Ross HLUS 1,410.00 0.80 1,128.00 Correspondence regardGUC board representati termsand protections 05/21 Rick Wynne HLUS 1,550.00 0.70 1,085.00 Review debtors confirmation brief 05/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Correspondence with RKors regarding liquidati trust director and office insurance and liquidati trustee engagement lett 05/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Attend team meeting regarding plan, liquidat trust agreement and op issues 05/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Review Wave debtor changes to liquidating trust agreement and redline (.3); correspondence with R. Kors regarding same (.4 05/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Telephone conference B. Spiegel regarding liquidating trust open issues 05/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Prepare statement in support of plan confirmation 05/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference E. Reubel regarding Wa exit and cash flow 05/21 Rick Wynne HLUS 1,550.00 0.90 1,395.00 Review updated and revised plan, loan and security agreements, ex facility and notes 05/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review E. McNeilly outlof fiduciary duty litigatiPage 105
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 05/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Prepare correspondenccreditors committee regarding liquidating trustee engagement lett and fee proposal and confirmation filings 05/21 Stuart Morrissy HLUS 1,390.00 1.60 2,224.00 Internal correspondencregarding corporate governance issues (.3); revise GUC loan agreement and circulat the Sidley team (1.3) 05/21 Edward Joseph HLUS 875.00 10.60 9,275.00 Finalize research and dMcNeilly reply to U.S. Trustee objection (1.4); draft request for judicial noti in support of reply (.4); telephone conference w R. Wynne, B. Spiegel an R. Kors regarding liquidating trust manag engagement letter (.5); revise mark-up of liquidating trust manag engagement letter (5); emails with debtors and Ross regarding Reorganized Wave governance issues (.3); revise confirmation statement and reply (.3 review and comment on debtors' confirmation b (.6); telephone confere with R. Wynne, A. Kim, Simonds and S. Posner discuss confirmation checklist items (.4); rev and comment on confirmation checklist items (.3); email with WSFS regarding Delaw trustee issues (.2); revie and revise liquidating tr agreement (.9); email w Hogan Lovells teamPage 106
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative (.3); telephone confere with J. Roth regarding plan confirmation brief and plan supplement fil (.3); draft detailed emai committee and Broadco regarding trust manage engagement letter and plan issues (.4); email R. Kors regarding liquidating trust agreement and engagement letter (.1); comment on revised dr of confirmation brief an plan (.9); telephone conference with S. Newman regarding liquidating trust agreement (.1); revise, finalize and file stateme and exhibits and reques for judicial notice and exhibits in support of pl (2.5) 05/21 Sara Posner HLUS 770.00 0.80 616.00 Draft closing checklist fconfirmation and effect date (.5); revise checkli and distribute (.3) 05/21 Tracy Southwell HLUS 490.00 0.40 196.00 Prepare exhibits for plarelated filings 06/21 Bennett Spiegel HLUS 1,310.00 0.40 524.00 E-mail correspondence with E. McNeilly, J. Ros A. Ceppos and Sidley regarding revisions to bylaws and creation of shareholder agreement regarding GUC board representative (.2); e-m correspondence with E. McNeilly and R. Wynne regarding terms of engagement of liquidati trust manager and consultant (.2)Page 107
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative regarding director appointment and relate issues, litigation trustee engagement letter and closing documents, and review related documen 06/21 Andrew Ceppos HLUS 995.00 0.70 696.50 Review execution versiof finance documents 06/21 Annie Kang HLUS 930.00 0.10 93.00 Discuss rights of GUC representative with internal teams 06/21 Edward Joseph HLUS 875.00 1.40 1,225.00 Email serve statement iMcNeilly support of confirmation and request for judicial notice (.3); email with committee and Broadco regarding liquidating tr manager engagement letter and filed plan confirmation pleadings (.2); review DePiro Consulting engagement letter (.1); draft email memorandum regardin Reorganized Wave corporate governance issues (.8) 07/21 Bennett Spiegel HLUS 1,310.00 0.60 786.00 Telephone conference ae-mail correspondence with R. Wynne and E. McNeilly regarding proposed revisions to liquidating trust agreement regarding Tallwood as beneficiary certain residual assets 07/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 E-mail correspondence with E. McNeilly regard terms of engagement of consultant to trust manager (.1); e-mail correspondence with A. Ceppos regarding clean revisions to plan financiPage 108
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Hogan Lovells team regarding board representative, loan agreement and other pl documents and review related documents 07/21 Stuart Morrissy HLUS 1,390.00 1.30 1,807.00 Review correspondenceand documentation rela to GUC loan agreement senior secured note and intercreditor agreement and confirmation issues 07/21 Andrew Ceppos HLUS 995.00 0.50 497.50 Review and comment oexecution versions of finance documents 07/21 Edward Joseph HLUS 875.00 1.40 1,225.00 Telephone conference McNeilly R. Wynne and B. Spiege (partial) regarding liquidating trust agreement and plan closing issues (.7); revie and comment on revise drafts of finance documents (.5); revise liquidating trust agreement and send to Sidley (.1); revise DePir Consulting engagement letter and send to R. Ko and committee and Broadcom (.1) 08/21 Bennett Spiegel HLUS 1,310.00 0.60 786.00 Review e-mail correspondence regardi draft recovery payout analysis, value of liquidating trust assets, insurance issues regard liquidating trust and bo members, revisions to Wave bylaws, and shareholder agreement accommodate GUC representative 08/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Telephone conferencePage 109
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative plan effective date 08/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with E. McNeilly regard logistics of engaging Delaware trustee for liquidating trust under plan 08/21 David P. Simonds HLUS 1,550.00 0.80 1,240.00 Correspondence with Hogan Lovells team regarding board composition, Delaware trustee fee proposal, confirmation order, loa agreement and other closing documents, and review related documen 08/21 Jane Ross HLUS 1,410.00 1.00 1,410.00 Review bylaws and correspondence regardi same 08/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Review WSFS fee propoas statutory trustee and correspondence with them, R. Kors and E. McNeilly regarding ter of service 08/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference E. McNeilly regarding bylaws and shareholder agreement changes 08/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review revised Dundonpayout chart and relate correspondence with creditors committee, Dundon and E. McNeill 08/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Review and revise Wavbylaws and correspondence with J. Ross regarding same, including corresponden and changes sent by J. RothPage 110
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 08/21 Andrew Ceppos HLUS 995.00 0.80 796.00 Discuss perfection documents with debtor counsel and E. McNeill (.3); review documents (.3); coordinate preparation of UCC financing statements wi J. Harrison (.2) 08/21 Annie Kang HLUS 930.00 0.80 744.00 Review revised bylaws certificate of incorporat and related correspondence from internal teams and Sidl Austin and discuss sam with internal teams 08/21 Edward Joseph HLUS 875.00 7.00 6,125.00 Email and voice messagMcNeilly with P. Healy of WSFS regarding Delaware trustee and liquidating trust issues (.1); telepho conference with P. Heal regarding same (.2); em with A. Ceppos regardi Wave finance and secur documents (.1); email w WSFS attorney regardi formation of Delaware statutory trust (.1); telephone conference w M. Walker regarding finance documents (.2); telephone conference w G. Weiner regarding pla confirmation issues (.3) telephone conference w J. Roth regarding plan confirmation issues (.2) telephone conference w R. Kors regarding liquidating trust format administrative and proc issues (.5); telephone conference with M. Gar regarding plan payment waterfall (.5); telephone conference with B. SpiePage 111
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative regarding plan confirmation open issu (.1); prepare Wave Computing liquidating trust certificate of trust (.2); review and mark-u drafts of bylaws and shareholders' agreemen (1.7); emails with J. Ros and A. Kang regarding same (.3); multiple ema and correspondence wit committee, Broadcom a R. Kors regarding liquidating trust format issues (1.9); emails with Dundon team regarding plan waterfall issues (.3 08/21 Sara Posner HLUS 770.00 0.40 308.00 Correspondence with potential liquidating tru advisory board member regarding contact information for notices 09/21 Bennett Spiegel HLUS 1,310.00 1.40 1,834.00 Telephone conference Hogan Lovells and Sidl teams regarding strateg on confirmation objecti 09/21 Bennett Spiegel HLUS 1,310.00 2.60 3,406.00 Review draft confirmatiorder from Sidley and E McNeilly mark up of sa and telephone conferen with E. McNeilly regard further revisions to sam 09/21 Bennett Spiegel HLUS 1,310.00 0.50 655.00 Telephone conference Hogan Lovells team regarding analysis of ta issues on liquidating tr and Canyon Bridge pla objection and follow up regarding same with S. Friedman, R. Wynne an E. McNeilly 09/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 Review Canyon Bridge plan objection andPage 112
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Hogan Lovells team regarding the liquidatin trust agreement and pla provisions, confirmatio order, confirmation hearing, Delaware trust fee proposal, rejection damage claims and oth miscellaneous matters, and review related documents 09/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Review Canyon Bridge objection to confirmati 09/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Telephone conference S. Newman regarding h argument outline 09/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Telephone conference E. McNeilly regarding confirmation preparati including outline for U. Trustee argument 09/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Prepare e-mail correspondence to S. Newman regarding Canyon Bridge objectio to confirmation 09/21 Rick Wynne HLUS 1,550.00 1.50 2,325.00 Attend meeting with B. Spiegel, E. McNeilly, S. Newman and C. Person (partial) regarding Can Bridge objection and sc of possible valuation testimony to prepare 09/21 Rick Wynne HLUS 1,550.00 2.20 3,410.00 Review plan and disclosure statement, including prior versions for Canyon Bridge argument, and prepare initial outline 09/21 Stuart Morrissy HLUS 1,390.00 0.60 834.00 Review correspondenceand documentation rela to GUC loan collateralPage 113
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative security agreement (2.0 review and comment on UCC financing stateme (.5) 09/21 Edward Joseph HLUS 875.00 9.70 8,487.50 Telephone conference McNeilly R. Wynne regarding confirmation closing checklist (.1); review an mark-up confirmation order (1.6); telephone conference with D. Losi regarding liquidating tr issues (.1); email with D Losik regarding same (. email with R. Antonacci regarding required formalities for executin liquidating trust certific of trust (.1); Zoom conference with Dundo team (partial), R. Wynn B. Spiegel, S. Posner, S. Friedman (partial), S. Newman (partial) and Persons (partial) regard confirmation and liquidating trust issues (3.0); telephone conference with G. Wei regarding liquidating tr agreement (.2); draft an send email to Sidley regarding rejection damages analysis (.2); review and revise liquidating trust agreement (.8); send revised draft of liquidat trust agreement to debt counsel with explanator email (.1); telephone conference with B. Spie regarding confirmation order (.5); further amen confirmation order and send to Sidley (.1);Page 114
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative with G. Weiner regardi liquidating trust agreement and confirmation order (.2); email with Delaware trustee counsel regardi proposed amendment t liquidating trust agreement (.2); draft supplemental statemen and supplemental requ for judicial notice with respect to confirmation (2.0) 09/21 Sara Posner HLUS 770.00 2.80 2,156.00 Attend Zoom with R. Wynne, B. Spiegel, E. McNeilly, E. Reubel, an M. Garbe regarding financial documents an analysis of same as well outstanding plan issues (1.0); attend Zoom with Newman, C. Pearson, a Hogan Lovells team regarding remaining pl issues (1.6); follow up w E. McNeilly and B. Spie (.2) 09/21 John Harrison HLUS 610.00 1.80 1,098.00 Prepare seven UCC-1 forms, one for each loa party, by cross-referenc debtor and guarantor governing resolutions t collect and confirm material information related to the UCC-1 for 09/21 John Harrison HLUS 610.00 4.60 2,806.00 Create patent exhibit tosecurity agreement concerning U.S. patents from Wave Computing, Inc., MIPS Tech, Inc., e used as collateral for th secured loan 10/21 Bennett Spiegel HLUS 1,310.00 0.80 1,048.00 Review E. McNeilly draPage 115
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative correspondence with E. McNeilly regarding sam 10/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Review revised draft confirmation order and mail correspondence wi E. McNeilly regarding same 10/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Review and approve E. McNeilly draft supplemental statemen and request for judicial notice in connection wit plan confirmation 10/21 David L London HLUS 1,050.00 2.30 2,415.00 Revise and distribute IPsecurity agreement, including review and comment on intellectua property collateral (2.0) communications with Hogan Lovells deal tea regarding same (.3) 10/21 David P. Simonds HLUS 1,550.00 0.70 1,085.00 Correspondence with Hogan Lovells team regarding liquidating tr agreement, confirmatio order, plan documents, Delaware trustee fee proposal, status of the Trustee objection, plan confirmation and other miscellaneous matters, and review related documents 10/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference E. Reubel regarding nex steps 10/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Review final changes toliquidating trust agreement 10/21 Rick Wynne HLUS 1,550.00 0.50 775.00 Review and revise confirmation order 10/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Telephone conferencePage 116
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 10/21 Stuart Morrissy HLUS 1,390.00 0.70 973.00 Review D. London comments to draft IP security agreement (.4); correspondence and documentation related GUC loan collateral and confirmation issues (.3) 10/21 Andrew Ceppos HLUS 995.00 2.10 2,089.50 Review and comment oUCC financing stateme including review revisio to IP security agreemen made by J. Harrison an further revise, and revis IP security agreement p D. London's comments 10/21 Edward Joseph HLUS 875.00 1.80 1,575.00 Revise, finalize and file McNeilly supplemental statemen and supplemental requ for judicial notice with respect to confirmation (.5); email with courtro deputy, debtor, Tallwoo and U.S. Trustee attach supplemental statemen and request for judicial notice (.1); revise and mark-up confirmation order and send same to Spiegel (.8); telephone conference with B. Spie regarding mark-up of confirmation order (.2); revise confirmation ord further and send same t Sidley with cover email (.2) 10/21 John Harrison HLUS 610.00 2.70 1,647.00 Develop further the patexhibit to IP security agreement concerning patents from Wave Computing, Inc., MIPS Tech, Inc., etc. used as collateral for the secure loan, and create the trademark exhibitPage 117
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative used as collateral for th secured loan 11/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Telephone conference Hogan Lovells team regarding debtor propo revisions to confirmatio order 11/21 David L London HLUS 1,050.00 1.30 1,365.00 Hogan Lovells deal teacommunications regard preparation of USPTO non-U.S. lien filings (.3 review intellectual property schedules in connection with same ( 11/21 David P. Simonds HLUS 1,550.00 0.70 1,085.00 Correspondence with Hogan Lovells team regarding loan agreeme and inter-creditor agreements, effective d issues, plan documents, confirmation order and other miscellaneous matters, and review related documents 11/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Attend meeting with E. McNeilly, B. Spiegel an Reubel regarding next steps required for distribution analysis agreement and confirmation order issu 11/21 Stuart Morrissy HLUS 1,390.00 0.50 695.00 Correspondence relatedexit financing documentation and confirmationissues 11/21 Andrew Ceppos HLUS 995.00 1.00 995.00 Communicate with E. McNeilly regarding IP security filings and stat and debtors' counsel regarding open items, including review and circulate financing statementsPage 118
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative regarding KYC requirements (.2); telephone conference w R. Kors regarding liquidating trust agreement (.3); revise liquidating trust agreement (.2); emails with Sidley regarding confirmation order (.2); email with A. Ceppos regarding perfection of security interests and closing of financing transactions (.2); compl blanks in liquidating tr agreement to prepare fo effective date (.1) 11/21 Sara Posner HLUS 770.00 0.40 308.00 Attend Zoom follow up with R. Wynne, B. Spie E. McNeilly and D. Simonds post committe meeting regarding open plan items (.2); attend Zoom with R. Wynne, B Spiegel, E. McNeilly an D. Simonds regarding p open items (.2) 12/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with E. McNeilly and debtors counsel regardi follow up on final documentation for plan effective date including confirmation order 12/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with R. Kors, R. Wynne McNeilly and P. Van To regarding liquidating tr insurance policy 12/21 David L London HLUS 1,050.00 2.30 2,415.00 Review and comment oIP security agreement a related schedules, communications withPage 119
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative interest against intellec property 12/21 David P. Simonds HLUS 1,550.00 0.20 310.00 Correspondence with Hogan Lovells team regarding plan docume and review related documents 12/21 Mehtap Cevher HLUS 1,150.00 0.50 575.00 Review security interestConti the membership interes MIPS and confer on perfection matters relat to same 12/21 Rick Wynne HLUS 1,550.00 0.30 465.00 E-mail correspondence R. Kors regarding liquidating trustee information and litigati background materials, draft complaints and Meadow transcript, and follow up call regarding same 12/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Telephone conference Hogan Lovells team regarding effective date preparation and change to confirmation order 12/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review and revise confirmation order 12/21 Stuart Morrissy HLUS 1,390.00 1.00 1,390.00 Internal correspondencand review related documents concerning collateral perfection iss related to MIPS Tech L 12/21 Andrew Ceppos HLUS 995.00 0.60 597.00 Review revised IP securagreement and comme to J. Harrison (.3); communicate internally regarding comments on loan agreement (.3) 12/21 Edward Joseph HLUS 875.00 0.90 787.50 Telephone conference McNeilly J. Leigh Miller regardin signing and effective daPage 120
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative regarding liquidating tr insurance policy (.5); email with A. Ceppos regarding security perfection question for GUC loan (.2) 12/21 John Harrison HLUS 610.00 0.30 183.00 Update IP security agreement to reflect corrections concerning trademark registration numbers 12/21 John Harrison HLUS 610.00 1.00 610.00 Augment license sched(Schedule D) in IP secu agreement to include outbound and incoming material IP 12/21 Mick Bowman HLUS 315.00 0.80 252.00 Review intellectual property schedule 13/21 Bennett Spiegel HLUS 1,310.00 0.10 131.00 E-mail correspondence with R. Kors, R. Wynne and E. McNeilly regardi liquidating trust insura policy derivative action and R. Kors e-mail correspondence with broker regarding same 13/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Telephone conference E. McNeilly regarding liquidating trust insura policy derivative action and review E. McNeilly follow up e-mail correspondence to P. V Tol regarding same 13/21 David L London HLUS 1,050.00 0.40 420.00 Review deal team communications 13/21 Edward Joseph HLUS 875.00 0.70 612.50 Email with R. Kors McNeilly regarding liquidating tr insurance policy (.3); email with P. Van Tol regarding liquidating tr provisions (.3); telephoPage 121
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 14/21 Bennett Spiegel HLUS 1,310.00 0.10 131.00 E-mail correspondence with P. Van Tol and R. Kors regarding insuran for liquidating trust 15/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Further e-mail correspondence with R. Kors and Dundon team regarding modeling payment schedules und plan 15/21 Bennett Spiegel HLUS 1,310.00 0.10 131.00 Review redline of liquidating trust agreement and e-mail correspondence with E. McNeilly regarding sam 15/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 E-mail correspondence with R. Kors and Dund team regarding modeli creditor payment schedules 15/21 David L London HLUS 1,050.00 2.00 2,100.00 Review and verify intellectual property collateral and associate schedules, and emails w Hogan Lovells deal tea members regarding sa 15/21 David P. Simonds HLUS 1,550.00 0.50 775.00 Correspondence with Hogan Lovells team regarding liquidating tr agreement, loan documents, trustee fee proposal, fiduciary issu and other matters 15/21 Rick Wynne HLUS 1,550.00 0.30 465.00 E-mail correspondence with Dundon, B. Spiege and E. McNeilly regardi claims pool and effectiv date payments, and rejection damage claim issues 15/21 Rick Wynne HLUS 1,550.00 1.50 2,325.00 Telephone conference R. Kors, including fullPage 122
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative litigation claims strateg with Oakmont and Can Bridge, and fiduciary d issues 15/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference E. Reubel regarding effective date projection and first year finances 15/21 Rick Wynne HLUS 1,550.00 0.20 310.00 E-mail correspondence with J. Hoffman regard director and officer coverage and follow up regarding same 15/21 Stuart Morrissy HLUS 1,390.00 0.70 973.00 Review initial draft IP security agreement (.3); review correspondence related to IP security an confirmation documentation and process (.2) 15/21 Andrew Ceppos HLUS 995.00 0.50 497.50 Communicate with E. McNeilly and D. Londo regarding IP searches, revise IP security agreement, and circulat security agreement and follow up on status 15/21 Edward Joseph HLUS 875.00 2.90 2,537.50 Multiple emails with P. McNeilly Van Tol and R. Kors regarding liquidating tr insurance provisions (.5 email with A. Ceppos regarding finance documents (.1); emails with Sidley and Delawa trustee's counsel regard liquidating trust agreement (.2); telepho conference with R. Kors regarding liquidating tr agreement insurance policy issues (.5); email with Delaware trustee counsel and P. Van TolPage 123
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative R. Kors regarding liquidating trust agreement insurance policy language (1.1) 15/21 Tina Helble HLUS 455.00 4.00 1,820.00 Research patents, trademarks, copyrights and domains' status, assignee and security interests 16/21 Bennett Spiegel HLUS 1,310.00 0.50 655.00 Telephone conference internal Hogan Lovells team regarding closing status and effective dat planning 16/21 Bennett Spiegel HLUS 1,310.00 0.40 524.00 Review e-mail correspondence regardi final plan for closing, including further revisi to GUC loan agreement intercreditor agreement release of Nautech fund and IP security agreem 16/21 Bennett Spiegel HLUS 1,310.00 0.50 655.00 Review e-mail correspondence regardi liquidating trust agreement and confirmation and other documents in preparati for closing and effective date 16/21 Bennett Spiegel HLUS 1,310.00 0.10 131.00 E-mail correspondence with E. McNeilly regard issues involving GUC board representation under plan 16/21 David L London HLUS 1,050.00 2.80 2,940.00 Review and comment oIP security agreement a IP searches related to security agreement schedules, and multiple communications with A Ceppos, T. Helble, and Bowman regarding IPPage 124
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Hogan Lovells and Dundon teams regardin various plan matters, including funding amounts, trustee fee proposal, loan agreeme and other related matte 16/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference Dundon and R. Kors regarding preliminary meeting 16/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Attend meeting with Hogan Lovells team regarding closing issues 16/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference R. Kors and V. DePiro regarding Wave closing plan details 16/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Minor mark up of GUC loan agreement and intercreditor agreement 16/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Correspondence with Sidley regarding need f Dundon to provide effective date payment schedule, and follow up correspondence with Dundon and schedule review 16/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference E. McNeilly regarding Nautech $4.1 million, schedule for payments escrow instructions required 16/21 Rick Wynne HLUS 1,550.00 1.20 1,860.00 Attend meeting with R. Kors, M. Hefter and B. Spiegel regarding preparation for going effective and serving on Wave board, fiduciary d issues and recusalPage 125
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative related to GUC loan 16/21 Andrew Ceppos HLUS 995.00 2.70 2,686.50 Communicate with D. London and T. Helble regarding IP security agreement; call with M. Walker to discuss loan agreement; revise draft security agreement per Helble's registry search and circulate revised dr to the working group; review and discuss comments on the finan documents with E. McNeilly 16/21 Edward Joseph HLUS 875.00 2.90 2,537.50 Prepare execution versiMcNeilly of liquidating trust documents and send to Hogan Lovells, Sidley, Delaware trustee and tr board members (.5); telephone conference w R. Kors regarding insurance policy issues (.1); telephone conferen with A. Ceppos and R. Wynne (partial) regardi finance and collateral documents (.1); email w Sidley team regarding finance and collateral documents (.1); emails with R. Kors and P. Van Tol regarding liquidatin trust insurance policy (. telephone conference w A. Ceppos regarding finance documents (.1); review Sidley mark-up finance documents and send comments regardi same (.1); attend telephone conference w R. Wynne, B. Spiegel, A Kim, D. Simonds and S.Page 126
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative A. Walker regarding closing requirements fo loan documents (.5); review and update GUC loan and intercreditor agreement (.2); prepare and send detailed email Sidley regarding financ documents (.6); emails with E. Reubel regardin effective date payments (.1) 16/21 Mick Bowman HLUS 315.00 3.00 945.00 Conduct trademark anddomain name searches, and populate chart 16/21 Tina Helble HLUS 455.00 8.50 3,867.50 Research patents, trademarks, copyrights and domains' status, assignee and security interests 17/21 Bennett Spiegel HLUS 1,310.00 0.90 1,179.00 Telephone conference E. McNeilly and R. Har regarding debtors good standing issues in Delaware, and follow u telephone conference w E. McNeilly and R. Wyn regarding same 17/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Telephone conference ae-mail correspondence with E. McNeilly regard secured transaction supervising attorney 17/21 Bennett Spiegel HLUS 1,310.00 1.20 1,572.00 E-mail correspondence with Hogan Lovells tea and debtors counsel regarding debtors not i good standing under Delaware law, includin review of pleadings in A Le'a, Inc. chapter 11 regarding same, and del of effective datePage 127
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Lovells team regarding follow up on issues rais due to failure of debtor be in good standing in Delaware 17/21 David L London HLUS 1,050.00 3.60 3,780.00 Review, revise and finalIP security agreement a associated intellectual property schedules, and multiple communicatio with Hogan Lovells dea team regarding same 17/21 David P. Simonds HLUS 1,550.00 0.60 930.00 Correspondence with Hogan Lovells and Dundon teams regardin various closing matters, including good standin issue, fiduciary issues, collateral issues, trustee fee proposal, funds flow loan documents and ot related matters 17/21 Mehtap Cevher HLUS 1,150.00 2.00 2,300.00 Review final forms of loConti agreement, security documents and UCC financing statements 17/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Telephone conferences with E. McNeilly regard closing and effective da issues and whether Tallwood will close without good standing certificate 17/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Review schedule of funding requirements b Tallwood 17/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference S. Newman regarding effective date and closin status with good standi certificate 17/21 Rick Wynne HLUS 1,550.00 0.30 465.00 E-mail correspondencePage 128
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative and Nautech payments 17/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Review Aina case briefs regarding sections 525 505 on not providing go standing certificate 17/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Review stipulation to continue sale hearing a correspondence with Sidley regarding same 17/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Review Wave good standing results and correspondence with Sidley regarding same a possible strategy 17/21 Stuart Morrissy HLUS 1,390.00 1.10 1,529.00 Review and draft correspondence regardi IP security and confirmation closing issues (.7); review revis drafts of IP security agreement circulated b Sidley team and A. Cep (.4) 17/21 Andrew Ceppos HLUS 995.00 1.70 1,691.50 Review and discuss resof IP searches with D. London and T. Helble (. revise IP security agreement (.5); communicate with the debtors' counsel regardi chain of title issues (.3); circulate documents to working group (.2); discuss closing issues w E. McNeilly (.3) 17/21 Annie Kang HLUS 930.00 0.20 186.00 Review correspondencefrom internal teams regarding good standin corporate entity and conduct related researc 17/21 Edward Joseph HLUS 875.00 5.30 4,637.50 Telephone conference McNeilly G. Weiner regardingPage 129
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative (partial) regarding closi and good standing issu (.7); telephone conferen with R. Wynne and B. Spiegel regarding closin and good standing issu (.2); telephone confere with M. Garbe and E. Reubel regarding closin of restructuring (.4); review Aina case and prepare analysis for R. Wynne and B. Spiegel regarding debtor arguments on Delaware franchise tax and sectio 525(a) issues (.8); draft responsive email to G. Weiner regarding Delaware franchise tax issue (.3); multiple ema with debtors and Tallw and Hogan Lovells tea regarding satisfaction o conditions precedent to effectiveness (2.7) 17/21 Greta D. Feldman HLUS 640.00 1.80 1,152.00 Research and prepare response to question fr Hogan Lovells team regarding recordation o trademarks scheduled i IP security agreement a email correspondence Hogan Lovells team regarding same 17/21 Mick Bowman HLUS 315.00 0.30 94.50 Conference with G. Feldman regarding recording previous assignment before recording security agreement and email to London regarding same 17/21 Tina Helble HLUS 455.00 1.00 455.00 Research patents, trademarks, copyrights and domains' status,Page 130
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 18/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 Further e-mail correspondence with R. Wynne, E. McNeilly an Sidley regarding update addressing good standi problem 18/21 Bennett Spiegel HLUS 1,310.00 0.70 917.00 Review e-mail correspondence regardi addressing lack of good standing in Delaware a related authorities pulle by E. McNeilly 18/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence with Sidley, R. Wynne a E. McNeilly regarding potential next steps in resolution of good standing problem 18/21 David L London HLUS 1,050.00 1.50 1,575.00 Finalize IP security agreement schedules, including review and comment on debtors' revisions to IP security agreement, and communications with Hogan Lovells deal tea regarding same 18/21 David P. Simonds HLUS 1,550.00 0.30 465.00 Correspondence with Hogan Lovells team regarding closing matte including loan docume litigation trust and othe matters 18/21 Mehtap Cevher HLUS 1,150.00 0.70 805.00 Finish review of securitConti documents and provide comments to loan agreement and security documents 18/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Telephone conference R. Harris regarding effective date issues an Tallwood view on good standing certificatePage 131
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Weiner, Sidley, S. New and R. Harris regarding Delaware good standin issues, including review correspondence provid by E. McNeilly with ne cases under section 525 additional corresponde regarding Tallwood consent and effective da delay, and Delaware secretary of state claim calculations, notice to Delaware secretary of st and bar date notices 18/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Telephone conference D. Simonds regarding effective date issues 18/21 Stuart Morrissy HLUS 1,390.00 0.50 695.00 Correspondence regardIP security and confirmation closing issues (.3); review revis drafts of GUC loan agreement and intercreditor agreement circulated by A. Ceppos (.2) 18/21 Andrew Ceppos HLUS 995.00 1.30 1,293.50 Review M. Cevher ContUCC comments (.2); prepare markups of the GUC loan agreement an intercreditor agreement (.8); review and respon comments to revised IP security agreement (.3) 18/21 Edward Joseph HLUS 875.00 1.40 1,225.00 Telephone conference McNeilly R. Wynne regarding Delaware secretary of st franchise tax issue (.1); email with M. Hefter regarding Delaware secretary of state franch tax issue (.2); research prepare emailPage 132
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative good standing certificat (.8); telephone confere with G. Weiner regardi Delaware secretary of st franchise tax issue (.3) 18/21 Greta D. Feldman HLUS 640.00 0.50 320.00 Respond to question froHogan Lovells team regarding perfecting a security interest in trademarks with underlying chain of title issues 19/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 E-mail correspondence regarding Canyon Bridg threat to appeal confirmation order, an telephone conference w R. Wynne regarding sa 19/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 E-mail correspondence and telephone conferen with other counsel regarding effective date payments 19/21 David L London HLUS 1,050.00 2.10 2,205.00 Finalize IP security agreement draft, includ intellectual property schedules, prepare USP recordation filing, and communications with Hogan Lovells deal tea regarding same 19/21 David P. Simonds HLUS 1,550.00 0.40 620.00 Correspondence with Hogan Lovells and Dundon teams regardin plan documents, potent appeal 19/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Review effective date closing payments (.1); correspondence with Sidley and SCP chart (.1 prepare correspondenc Dundon regarding sam (.1); correspondence wiPage 133
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 19/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Correspondence with GWeiner, Sidley regardin conditional late motion and effective date 19/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review correspondencefrom P. Jenka, Sidley a A. Ceppos regarding G loan agreement IP amendments 19/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Call and correspondencwith G. Weiner, S. Newman, Sidley, Dund SCP and Tallwood coun R. Harris regarding pla effective date and issue with Delaware secretar state and good standing certificate 19/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Correspondence with Sidley and R. Harris regarding Canyon Bridg appeal 19/21 Andrew Ceppos HLUS 995.00 0.30 298.50 Call and email with debtors' counsel regardi IP security agreement schedules 20/21 Bennett Spiegel HLUS 1,310.00 0.10 131.00 Exchange e-mail correspondence with E. Reubel regarding preparation of revised draft GUC payment tabl 21/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Review e-mail correspondence regardi status of discussions an efforts regarding delaye effective date on accoun of Delaware good stand issue and preparation o documents for closing regarding same includi liquidating trust agreement and related insurancePage 134
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 21/21 David P. Simonds HLUS 1,550.00 0.30 465.00 Correspondence with Hogan Lovells and Sidl teams regarding effecti date, plan documents a liquidation trust issues and review related documents 21/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference R. Harris and S. Newm regarding effective date issues 21/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference R. Kors regarding effect date progress 21/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Correspondence with debtors and Tallwood regarding closing and n GUC loan documents 21/21 Edward Joseph HLUS 875.00 0.50 437.50 Email with E. Reubel McNeilly regarding funds flow an post-effective date payments (.1); update liquidating trust agreement for new effective date (.2); emai updated execution versi of liquidating trust agreement to Sidley, liquidating trust adviso board members and Delaware trustee (.2) 22/21 Bennett Spiegel HLUS 1,310.00 0.60 786.00 Review e-mail correspondence regardi status of loan document funds flow and related modification due to del in plan effective date (.3 review e-mail correspondence from debtors counsel regardi letter and draft motion Delaware secretary of st regarding compelling issuance of certificate oPage 135
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative correspondence with R. Kors regarding logistics effective date planning commencement of liquidating trust 22/21 David L London HLUS 1,050.00 0.40 420.00 Review communicationregarding finalizing of l and related agreements 22/21 David P. Simonds HLUS 1,550.00 0.50 775.00 Correspondence with Hogan Lovells and Sidl teams regarding closing status and review relate documents 22/21 Mehtap Cevher HLUS 1,150.00 0.50 575.00 Follow up on outstandiConti matters for security interest, and confer regarding inquiry on perfection requirement 22/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review updated executiversion of trust agreem 22/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Correspondence with Sidley and Tallwood counsel regarding plan and effective date issue and Delaware secretary state 22/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Telephone conference R. Kors regarding Dund cash payments spreadsheet, and his iss with model 22/21 Rick Wynne HLUS 1,550.00 0.10 155.00 Correspondence with Sidley regarding effecti date 22/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review 1/31 operating income report 22/21 Rick Wynne HLUS 1,550.00 1.40 2,170.00 Attend meeting with R. Kors regarding overvie open litigation issues, claims issues, effective date and director andPage 136
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative schedule review by Dundon 22/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Correspondence with RKors regarding his retention agreement an changes to it for lower GUC pool 22/21 Edward Joseph HLUS 875.00 0.10 87.50 Emails with A. Ceppos McNeilly G. Weiner regarding effective date 23/21 Bennett Spiegel HLUS 1,310.00 0.60 786.00 Review all pleadings regarding emergency section 525(a) motion a filed 23/21 Bennett Spiegel HLUS 1,310.00 1.40 1,834.00 E-mail correspondence regarding debtors proposed section 525 motion and authorities and materials regarding committee joinder regarding same 23/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Review e-mail correspondence regardi drafts of section 525 motion and committee joinder 23/21 David P. Simonds HLUS 1,550.00 0.70 1,085.00 Correspondence with Sidley and Hogan Lovel teams regarding closing and related issues and review attached documents 23/21 Rick Wynne HLUS 1,550.00 0.90 1,395.00 Review and revise multisets of section 525 emergency motion 23/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Prepare joinder and correspondence with B. Spiegel and E. McNeilly regarding bar date noti and due process 23/21 Rick Wynne HLUS 1,550.00 0.90 1,395.00 Review debtorsPage 137
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative of Barsky district court and Ninth Circuit opini 23/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Review bar date notice (.2); research Barsky regarding notice and du process (.2); correspondence with B. Spiegel and E. McNeilly regarding same (.2) 23/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Review Sidley letter to Delaware secretary of st and draft emergency motion, and prepare correspondence to Sidle and Tallwood regarding official creditors committee support of same 23/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Telephone conferences with P. Reinecke, E. McNeilly and R. Harris, Tallwood regarding bar date notice and issues raised in emergency motion under section 5 23/21 Edward Joseph HLUS 875.00 0.10 87.50 Email with A. Ceppos McNeilly regarding finance documents 23/21 Sara Posner HLUS 770.00 0.30 231.00 Review and distribute closing checklist for pla effectiveness to A. Cepp and E. McNeilly 24/21 Bennett Spiegel HLUS 1,310.00 0.20 262.00 Review order and e-maicorrespondence regardi 2/26/21 hearing on sect 525(a) motion, Canyon Bridge notice of appeal confirmation order, an mail correspondence regarding continuance sale hearing and stipulation regarding saPage 138
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative including good standin certificate, confirmatio order service and emergency motion and review attachments 24/21 Rick Wynne HLUS 1,550.00 0.40 620.00 Review declarations of Weiner and L. Perkins regarding Delaware secretary of state and section 525 emergency motion 24/21 Rick Wynne HLUS 1,550.00 0.20 310.00 Review Canyon Bridge notice of appeal 25/21 Bennett Spiegel HLUS 1,310.00 0.30 393.00 E-mail correspondence with E. McNeilly and Sidley regarding logisti for closing and status of discussions and issuanc of certificate of good standing from Delawar secretary of state (.2); e mail correspondence wi R. Kors and E. McNeilly regarding update on liquidating trust insura binder (.1) 25/21 David P. Simonds HLUS 1,550.00 0.50 775.00 Correspondence with Hogan Lovells and Sidl teams regarding variou closing matters, includi CIP, liquidating trust issues, payments, certificates of good standing and review attachments 25/21 Mehtap Cevher HLUS 1,150.00 0.50 575.00 Review inquiries on Conti closing requirements a confer on outstanding items 25/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Correspondence with Sidley and trustee regarding liquidating tr holding CIP escrow, revPage 139
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative 25/21 Rick Wynne HLUS 1,550.00 0.30 465.00 Telephone conference E. McNeilly regarding escrow concerns for liquidating trust acting escrow agent (.2); upda to creditors committee Delaware secretary of st and hearing, and Canyo Bridge appeal and stay issues (.1) 25/21 Edward Joseph HLUS 875.00 3.00 2,625.00 Telephone conference McNeilly R. Wynne regarding CI liquidating trust agreement (.3); email w J. Leigh Miller regardin escrow agreement (.1); review and comment on escrow agreement (.4); emails with A. Ceppos regarding escrow agreement and security interests (.4); telephone conference with A. Cep regarding escrow agreement (.2); email w J. Leigh Miller and B. Kornberg regarding CI escrow agreement (.2); telephone conference w R. Kors regarding effect date and liquidating tru insurance (.2); emails w R. Kors and A. Ceppos regarding going effectiv under plan (.2); email R. Wynne regarding telephone conference w R. Kors on going effecti and liquidating trust agreement issues (.3); multiple emails with Sidley, R. Kors, A. Cepp Delaware trustee and committee regarding closing and effective da transactions (.7)Page 140
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative Tallwood and WCFS regarding confirm goin effective and effective ti for same 26/21 David L London HLUS 1,050.00 1.30 1,365.00 Finalize and file IP security agreement, and conferences with Hoga Lovells deal team regarding same 26/21 Rick Wynne HLUS 1,550.00 0.20 310.00 E-mail correspondence with R. Kors regarding t do items and follow up correspondence with E. McNeilly regarding sam 26/21 Rick Wynne HLUS 1,550.00 0.30 465.00 E-mail correspondence with D. Simonds, R. Ko and B. Spiegel regardin Dundon engagement as financial advisor 26/21 Rick Wynne HLUS 1,550.00 0.60 930.00 Correspondence with Sidley regarding emergency motion and Delaware secretary of state, notice of mootnes and follow up correspondence with board regarding same 26/21 Stuart Morrissy HLUS 1,390.00 2.20 3,058.00 Review confirmation dacorrespondence and documentation 26/21 Edward Joseph HLUS 875.00 1.80 1,575.00 Review emails regardinMcNeilly execution of closing documents (.1); email w G. Weiner regarding sta of closing (.1); telephon conference with E. Reu regarding professional f reserve and closing (.1); multiple emails with Delaware trustee, Sidle Dundon, A. Ceppos, R. Kors and V. DePiro regarding formation ofPage 141
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy 0 - Plan and Disclosure Statement te Name LLP Rate Hours Amount Narrative with E. Reubel, M. Gar and A. Ceppos (partial) regarding GUC loan amortization schedule a finance documents (.6) 26/21 John Harrison HLUS 610.00 0.40 244.00 Compile signature pagefor executed IP security agreement Subtotal 275.10 301,625.00 10 - General Bankruptcy Advice/Opinions te Name LLP Rate Hours Amount Narrative 09/21 David L London HLUS 1,050.00 1.60 1,680.00 Review IP security agreement and ancillar documentation and communications with Hogan Lovells deal tea regarding same Subtotal 1.60 1,680.00 al Professional Services 505.70 USD 533,406.Page 142
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy Summary Timekeeper Name Hours Rate Fees Ann Chungsun Kim 8.30 990.00 8,217.00 Rick Wynne 79.40 1,550.00 123,070.00 David P. Simonds 26.00 1,550.00 40,300.00 Jane Ross 2.40 1,410.00 3,384.00 Stuart Morrissy 16.10 1,390.00 22,379.00 Michael C Hefter 2.30 1,385.00 3,185.50 Pieter Van Tol 5.30 1,380.00 7,314.00 Scott Friedman 2.50 1,355.00 3,387.50 Bennett Spiegel 51.10 1,310.00 66,941.00 Mehtap Cevher Conti 4.20 1,150.00 4,830.00 David L London 22.00 1,050.00 23,100.00 Julia McLetchie 39.60 910.00 36,036.00 Andrew Ceppos 19.40 995.00 19,303.00 Annie Kang 3.20 930.00 2,976.00 Edward Joseph McNeilly 100.20 875.00 87,675.00 Sara Posner 72.30 770.00 55,671.00 Greta D. Feldman 2.30 640.00 1,472.00 John Harrison 10.80 610.00 6,588.00 Tracy Southwell 20.70 490.00 10,143.00 Mick Bowman 4.10 315.00 1,291.50 Tina Helble 13.50 455.00 6,142.50 Total Professional Services 505.70 USD 533,406.00Page 143
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy Summary Task Task Code Description Hours Fees 01 Litigation 131.20 132,782.00 04 Insurance 6.70 9,292.00 05 Hearing 12.20 15,596.50 B110 Case Administration 12.50 12,003.00 B130 Asset Disposition 0.50 437.50 B150 Meetings of and Communications with 0.90 922.50 Creditors B160 Fee/Employment Applications 36.30 27,611.50 B185 Assumption/Rejection of Leases and 0.40 350.00 Contracts B190 Other Contested Matters (excluding 5.20 4,550.00 assumption/rejection) B240 Tax Issues 2.50 3,387.50 B260 Committee Governance and Meetings 18.10 19,871.50 B310 Claims Administration and Objections 2.50 3,297.00 B320 Plan and Disclosure Statement 275.10 301,625.00 B410 General Bankruptcy Advice/Opinions 1.60 1,680.00 Total Professional Services 505.70 USD 533,406.00Page 144
ial Creditors Committee in Wave Computing Chapter 11 Bankruptcy Invoice No 19600005763Our Ref 767747.000001 e Computing Chapter 11 Bankruptcy bursement and Charges Copies/Printing 296.40 puter Research - Westlaw 229.31 ativity Review Database Data Storage -Monthly -Per GB 793.45ativity User Licenses -Monthly Per Use 450.00 scovery Data Storage Fees - Internal 1,197.89 al for Other Charges USD 2,967.05Page 145
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 27Page 146
Richard L. Wynne Partner, Los Angeles, New York Richard Wynne has a national reputation for +1 310 785 4602, Los Angeles +1 212 918 3530, New York successfully representing company and richard.wynne@hoganlovells.com creditor/bondholder clients in complex restructurings in a wide variety of industries. He focuses on solving Practices clients' most challenging problems by designing and Business Restructuring and implementing negotiations and litigation strategy, and Insolvency serving as lead trial counsel. Industries Richard's results-oriented approach was noted in Financial Institutions Chambers 2017: "It was hard to see a goal line rather Private Capital than a direction; being able to maneuver through that complex process was one of the skills few lawyers have, Education and admissions and Rick is on that short list." Education J.D., Columbia Law School, 1982 Richard's recent engagements include Mattel, Inc. as the largest creditor and Creditors Committee Co-Chair B.A., with distinction, Indiana University, 1979 in the Toys R Us Chapter 11 case; Synopsys, plan co- proponent in the ATopTech chapter 11 case; acting as Bar admissions lead debtor's counsel for Achaogen, Inc., All American California Oil & Gas, Inc., American Apparel and Relativity Media, New York LLC; representing FGIC, leading creditor and Creditors' New Jersey Committee Chair in ResCap; the Ad Hoc Bondholders Court admissions Committee in Chemtura; the Non-Agent Secured U.S. Supreme Court Lenders Committee in Adelphia; and Universal and Fox U.S. Court of Appeals, Second Circuit in the Rhythm & Hues case. U.S. Court of Appeals, Ninth Circuit In a decisive recent victory, federal bankruptcy Judge U.S. District Court, Northern District of California Wiles ordered Netflix to pay Relativity Media all its US$800,000 in attorney fees. Netflix argued that U.S. District Court, Southern District of California "Relativity should not be allowed to recover the cost of a U.S. District Court, Central District of Cadillac (or a Ferrari) if a Honda Civic would have done California the job." Judge Wiles responded: "A complicated, fast- U.S. District Court, District of New paced 'bet the company' litigation requires counsel of Jersey higher caliber and expense than a routine case with little U.S. District Court, Eastern District ofPage 147
at stake. A party may not need a Ferrari to go to the New York corner grocery store, but winning a Grand Prix race is a U.S. District Court, Southern District of New York different matter." Representative experience • 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.* • Representation of publicly traded biotech company Achaogen Inc. in its Chapter 11 bankruptcy filing, currently pending in Delaware Bankruptcy Court. • 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.* • Representing the Official Committee of Unsecured Creditors of Wave Computing, Inc., a Silicon Valley processor tech company founded by prominent tech investor Dado Banatao, in Wave's Chapter 11 case. • 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. • Represented Creditors Committee in Chapter 11 cases of land developer Bruce Elieff and six entities, successfully subordinating claim of senior secured creditor under Bankruptcy Code § 510(b). Awards and rankings Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization Law, Best Lawyers in America, 2009- 2021 500 Leading Global Restructuring & InsolvencyPage 148
Lawyers, Lawdragon, 2020 Restructuring and Insolvency, Highly Regarded - State, IFLR1000, 2020 Finance: Restructuring (Including Bankruptcy), Legal 500 US, 2019-2020 Bankruptcy/Restructuring (California), Chambers USA, 2006-2020 Bankruptcy/Restructuring (USA), Chambers Global, 2006-2019 Latest thinking and upcoming events Publications "The automotive recession won’t spare chemical companies" Chemicals: Horizons "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 149
David P. Simonds Partner, Los Angeles, New York When distressed debt investors, financially troubled +1 310 785 4647, Los Angeles +1 212 918 3747, New York companies, and acquirers of businesses and assets need david.simonds@hoganlovells.com an experienced lawyer to guide them through a Chapter 11 case or an out-of-court restructuring, they turn to Practices David Simonds. Business Restructuring and Insolvency For more than 25 years, David has been advising on financial restructuring matters across several industries. Industries He has been involved in first-of-their-kind, complex Financial Institutions restructurings both in the United States and Private Capital internationally, including cross-border transactions and Sports, Media & Entertainment insolvencies. Areas of focus Clients have praised David as a "very pragmatic, deal- Creditor Representation in centered lawyer who focuses on results" and Chambers Restructurings and Insolvencies notes that, "He knows the ins and outs of bankruptcy Cross-border Restructuring and very well, his advice is always on point, and he is easy to Insolvency work with and very responsive." Debtor Representation in Restructurings and Insolvencies Prior to joining Hogan Lovells, David was most recently Hedge Funds with a prominent international law firm for 19 years, 15 of which as a partner in the financial restructuring Education and admissions group. David also previously served as Director of Education Operations for a leading apparel company. He is also a J.D., New York University School of certified public accountant, registered in South Dakota Law, 1992 (inactive). B.S., summa cum laude, State University of New York at Albany, Representative experience 1989 • Advised an ad hoc group of noteholders of oil and gas Bar admissions producer Atlas Resource Partners in connection with its California restructuring, effected through a prepackaged Chapter 11 case.* New York • Represented a term lender in restructuring a specialty Certified Public Accountant, South agriculture company in its restructuring, leading the Dakota (inactive) client through acquisition of majority ownership in thePage 150
company.* Memberships • Lead U.S. counsel regarding protection of a client's rights Fellow, American College of as noteholder of a Canadian lumber products company in Investment Counsel (ACIC), 2012-proceedings under the Canadian Business Corporations present Act (CBCA).* Member, ABI • Advised an ad hoc group of secured noteholders of a Member, Association of Business Chilean transportation/bus company in connection with Trial Lawyers its prepackaged Chapter 11 case in the United States.* Member, Communications • Represented an ad hoc group in the acquisition of Committee and Development Committee, ACIC 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 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 U.S. commercial bank failure.* • Representing the Official Committee of Unsecured Creditors of Wave Computing, Inc., a Silicon Valley processor tech company founded by prominent tech investor Dado Banatao, in Wave's Chapter 11 case. • Represented a holder of a majority in principal amount of notes issued by mortgage origination company Stearns Holdings in connection with its Chapter 11 case. • Representing the Creditors' Committee of Speedcast, a global satellite service provider with a network of more than 80 satellites and local support in more than 40 countries, in its Chapter 11 filing. • Represented a group of noteholders and investors in a Mexican homebuilder that restructured US$2bn in debt and other claims.* • Represented Creditors Committee in Chapter 11 cases of land developer Bruce Elieff and six entities, successfully subordinating claim of senior secured creditor under Bankruptcy Code § 510(b). • *Matter handled prior to joining Hogan Lovells Awards and rankings Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law (Los Angeles), Best Lawyers in America, 2007-2021 Bankruptcy/Restructuring (California), Chambers USA, 2013-2020 Outstanding Young Restructuring Lawyer, Turnarounds & Workouts, 2006Page 151
Latest thinking and upcoming events Publications "Getting The Deal Through: Automotive 2020" "Navigating distress and insolvency in the oil and gas industry" "How OEMs and top-tier suppliers can not only navigate the downturn but come out ahead" Thomson Reuters WestlawPage 152
Jane Ross Partner, Silicon Valley Jane Ross represents buyers and sellers of public and +1 650 463 4054, Silicon Valley jane.ross@hoganlovells.com private companies across many industries, with a focus on the information technology and life sciences sectors. Practices Jane has handled multibillion-dollar transactions for Mergers and Acquisitions many of Silicon Valley's most recognizable industry- Corporate Governance leading technology companies and has also conducted Joint Ventures significant transactional work for major global Securities and Public Company companies in the pharmaceutical and technology Advisory industries, including handling a variety of cross-border Industries M&A and joint venture transactions. Life Sciences and Health Care Jane was named "Best in Mergers and Acquisitions" by Technology & Telecoms Euromoney's Women in Business Law Awards in 2015, and The Legal 500 recognizes her as a standout in Areas of focus Mergers, Acquisitions, and Buyouts, describing her as "a Carve-outs, Spin-offs, and Split-offs wonderful M&A lawyer" who is "a pragmatic straight- Cross-border Mergers and shooter, cost effective, and driven to achieve great Acquisitions results for her clients." Hostile Takeovers and Takeover Defense Among her many accolades, Expert Guides recognized Public Company Mergers and her as an "expert" in M&A by "Women in Business Law" Acquisitions in 2018. California Lawyer magazine also recognized Special Committee and Independent her as one of its 2012 "California Attorneys of the Year," Director Representations and IFLR1000 has also named her as a "Highly Education and admissions regarded" lawyer for M&A and technology and telecommunications in the U.S. for 2020. Jane was also Education included in the Daily Journal's prestigious list of the LL.B., with distinction, McGill University, 1997 Top 100 Lawyers in California in 2020. B.C.L., with distinction, McGill Representative experience University, 1997 • Adobe on multiple transactions, including its US$4.75bn B.Com., McGill University, 1993 acquisition of Marketo and its US$1.68bn acquisition of Bar admissions Magento Commerce CaliforniaPage 153
• eBay on dozens of transactions, including its US$2.4bn Quebec acquisition and subsequent sale of GSI Commerce and its acquisition of Giosis Pte Ltd's Japanese ecommerce business, including the Qoo10 platform • Facebook on several transactions, including its US$16bn acquisition of WhatsApp and its US$5.7bn investment in Jio Platforms Limited in India • Intel Corporation on multiple transactions, including its US$15.4bn acquisition of Altera* and its US$900m acquisition of Moovit • PayPal on several acquisitions, including its acquisitions of Fraud Sciences, Where, and Stackmob* • Salesforce on many transactions, including its acquisitions of Datorama and Bonobo AI • Walmart on several acquisitions, including its US$16bn acquisition of a majority stake in Flipkart • Novartis on its acquisition of Amblyotech Awards and rankings Corporate/M&A (Northern California), Chambers USA, 2012-2020 Top 100 Lawyers in California, Daily Journal, 2012- 2015, 2018-2020 M&A, Who's Who Legal, 2020 M&A, Highly Regarded, IFLR1000, 2020 Technology and Telecommunications, Highly Regarded, IFLR1000, 2020 Leading Lawyer in M&A (United States), IFLR1000, 2019 Mergers and Acquisitions, Best Lawyers in America, 2019 M&A/Corporate and Commercial: Large Deals ($1bn+), Legal 500 US, 2018-2019 Healthcare: Life Sciences, Legal 500 US, 2018 Top Women Lawyers, Daily Journal, 2011-2016 Top Women Leaders in Tech Law, The Recorder, 2014- 2016 Best in M&A, International Financial Law Review, 2015Page 154
Best in Mergers and Acquisitions, Euromoney's Women in Business Law Awards, 2015 Expert in M&A, Expert Guides' Women in Business Law, 2014 Latest thinking and upcoming events Publications "TMT Horizons 2019" "Global media, technology, and communications quarterly - Spring 2018", Spring 2018Page 155
Stuart Morrissy Partner, New York Focusing his practice on securities law with an emphasis +1 212 918 3037, New York stuart.morrissy@hoganlovells.com on leveraged finance and high yield transactions, Stuart Morrissy offers corporate, private equity, government Practices agency, and restructuring clients a wide array of capital Business Restructuring and markets financing options. Insolvency Capital Markets Stuart regularly represents major corporate issuers and investment banks in a wide range of debt, equity, and Financial Services equity-linked offerings, with specific skill in high yield Infrastructure, Energy, Resources, and Projects bond financings, including in the context of leveraged Insurance acquisition financing transactions involving private equity sponsors. Industries Stuart also advises investment banks, export credit Aerospace and Defense agencies, multilateral agencies, development finance Financial Institutions institutions, and corporate and government clients on Insurance capital markets programs involving guarantees, buyer Private Capital credit insurance policies, political risk insurance Sports, Media & Entertainment policies, and other forms of credit enhancement. He has significant experience in developing new funding Areas of focus sources for the purchase of high-cost manufactured Aviation Finance goods, such as aircraft, shipping vessels, and satellites. Convertible Debt Offerings Stuart is a recognized leader in structuring and Creditor Representation in Restructurings and Insolvencies executing liability management transactions involving complicated exchange offers, debt and equity tender Cross-border Restructuring and Insolvency offers, and consent solicitations. In recent years, he has Debtor Representation in played a prominent role in drafting and negotiating no- Restructurings and Insolvencies action letters and other interpretive guidance with the Disclosure and Reporting Obligations U.S. Securities and Exchange Commission (SEC) staff, High Yield investors, and lawyers at other prominent law firms that Liability Management Exercises have changed the way debt tender offers are structured and executed today. Project Finance, DFI and ECA FinancePage 156
Stuart also advises debtors, creditors, and distressed Raising Debt Capital debt investors on U.S. securities law issues arising in the Raising Equity Capital context of both out-of-court restructurings and in-court Securitization and Structured Finance restructurings under Chapter 11 of the U.S. Bankruptcy Education and admissions Code, including debt-for-debt and debt-for-equity exchange offers, exchange offers with a backstop pre- Education packaged Chapter 11 plan of reorganization, consent J.D., University of Michigan Law School, 2000 solicitations, and rights offerings. B.A., University of Arizona, 1994 Representative experience Bar admissions • Represented Morgan Stanley in a high yield notes New York offering under Rule 144A/Reg S by a global pharmaceutical company to refinance existing indebtedness.* • Represented the underwriters in a high-yield Rule 144A/Reg S offering to partially fund The Carlyle Group's acquisition of Illinois Tool Works' industrial packaging unit.* • Represented a Brazilian power company in the private placement of secured notes indirectly benefitting from non-payment insurance for the construction of a thermoelectric plant.* • Represented the underwriters (led by Goldman Sachs and JPMorgan Chase) in several euro and sterling- denominated high yield Rule 144A/Reg S offerings by a distressed debt manager.* • Represented the issuers and underwriters of U.S. EXIM Bank-guaranteed notes to finance the purchase of U.S.- made aircraft, semiconductor, and petrochemical refinery equipment.* • Represented a Dublin-based aircraft leasing company in several investment-grade Rule 144A/Reg S notes offerings to finance the purchase of aircraft and repay existing debt.* • Represented JPMorgan Chase as underwriter of Korean export-import bank-guaranteed notes under Rule 144A/Reg S to finance the purchase of Korean-built eco- tankers by Scorpio Tankers.* • *Matter handled prior to joining Hogan Lovells Awards and rankings Notable Practitioner: Capital Markets: Debt, IFLR1000 United States, 2019-2020 Notable Practitioner: Capital Markets: Equity, IFLR1000 United States, 2019-2020Page 157
Deal of the Year, Structured Finance and Securitization: Scorpio Tankers/KEXIM-Guaranteed Bond Offering, International Financial Law Review, 2015 Deal of the Year, Innovation: Scorpio Tankers/KEXIM- Guaranteed Bond Offering, Marine Money, 2014 Latest thinking and upcoming events Publications ""The Net Short": U.S. and European High-Yield Covenant Trends in Response to Net Short Activism" Debt Capital Markets - Global Insights - Spring 2020 "Application of U.S. QFC stay rules to underwriting agreements"Page 158
Michael Hefter Partner, New York Michael Hefter is a trial lawyer with decades of +1 212 918 3032, New York michael.hefter@hoganlovells.com experience leading clients through complex jury and bench trials in federal and state courts. He brings bold Practices solutions to clients facing complicated disputes. Administrative and Public Law Michael's litigation portfolio includes matters involving: Business Restructuring and Insolvency breach of contract, breach of fiduciary duty, fraud, and other business disputes, securities litigation, RICO Commercial Litigation actions, construction litigation, structured finance Securities, Shareholder, and M&A Litigation disputes, post-acquisition disputes, corporate Energy Disputes governance (including mergers and acquisition litigation), claims involving lender liability issues, International Arbitration shareholder class and derivative actions, claims Investment Funds involving LLC and limited partnership issues and Litigation Services structures, bankruptcy related. Private Equity Insolvency Litigation Michael has represented clients in numerous industries, including energy, power and utilities, insurance, health Industries care, investment and commercial banking, private Energy and Natural Resources equity and hedge funds, venture capital, real estate, Financial Institutions shipping, accounting, telecommunications, aerospace and defense, chemicals, and computer software. Private Capital Awards and rankings Areas of focus Shareholder Activism 40 Under 40, National Law Journal, 2002 Alternative Dispute Resolution Dispute Resolution: General Commercial Disputes, Class Actions and Group Litigation Legal 500 US, 2019 Creditor Representation in Business Litigation, Super Lawyers, 2007, 2009-2010, Restructurings and Insolvencies 2017 Debtor Representation in Restructurings and Insolvencies Latest thinking and upcoming events IERP Dispute Resolution Publications Hedge Funds "Quarterly Corporate / M&A Decisions Update Series" Hostile Takeovers and TakeoverPage 159
Corporate and M&A Decisions Update Defense Private Equity and Venture Capital "A creditor's game plan in Chapter 11: Five things to Funds consider" Public Company Mergers and "2020 securities, shareholder, and M&A litigation Acquisitions outlook" Education and admissions "Corporate / M&A Decisions Update" Education "Quarterly Corporate / M&A Decisions Update | Q2 J.D., with honors, Emory University School of Law, 1991 2019" Corporate and M&A Decisions Update B.A., University of Michigan, 1988 "Direct vs. Consequential Lost Profits: Checking in Five Bar admissions Years After 'Biotronik'" New York Law Journal New YorkPage 160
Jasper Howard Partner, Washington, D.C. Jasper Howard assists clients in structuring and +1 202 637 5437, Washington, D.C. jasper.howard@hoganlovells.com executing transactions in a tax-efficient manner. Clients turn to Jasper for their largest, most important Practices transactions that present difficult tax issues. He has Tax broad experience in analyzing complex transactions and Pensions providing creative, workable solutions that meet the client's tax and business objectives, making him a go-to Industries source for tax advice on major business transactions. Private Capital For more than 25 years, Jasper has advised on tax Education and admissions aspects of a broad range of transactions, including tax- free spin-offs and restructurings of multibillion dollar Education companies. He frequently advises on mergers and LL.M., New York University School of Law, 1989 acquisitions of public companies as well as closely held J.D., Duke University School of Law, businesses in taxable and tax-free transactions, 1987 including multistep tax-free reorganizations. He advises B.S., University of Kentucky, 1984 on both domestic and international joint ventures, and Bar admissions structuring inbound and outbound investments and District of Columbia other cross-border transactions. 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 toPage 161
the IRS chief counsel, where he participated in the development and formulation of regulations and other administrative guidance involving corporate, partnership, and international tax matters. He is an adjunct professor in the LL.M. (taxation) program 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 • Welk Hospitality Group Inc. on its approximately US$430m pending acquisition by Marriott Vacations Worldwide. • 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 spin-offs" Practising Law Institute | The 2020 Corporate Tax Practice Series "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. 152Page 162
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 Practices recognized in multiple directories as one of the top Litigation Services practitioners in the insurance and reinsurance industry. Insurance Over the course of his career, Pieter has acted as lead Insurance Litigation counsel in numerous arbitrations that went to final Insolvency Litigation hearing and in several jury and bench trials. More recently, Pieter has concentrated on the developing area Industries of broker-related insurance and reinsurance disputes, Insurance and was counsel for a major reinsurance broker in an Areas of focus influential decision on broker-transition issues. Telecommunications and Wireline In addition, Pieter advises clients on direct insurance coverage issues (including those arising from COVID-19 Education and admissions and business interruption), directors' and officers' Education liability policies, errors and omissions' policies, J.D., University of Washington, 1994 subrogation issues, bankruptcy litigation, insurance M.A., Columbia University, 1988 insolvency, international arbitration, and other cross- B.A., summa cum laude, Dartmouth border matters. Clients have also turned to Pieter for College, 1985 advice in several major bankruptcies. Pieter represented Bar admissions the official creditors committee and liquidating trustee New York in the multibillion-dollar bankruptcy involving Abengoa Court admissions S.A., and has advised numerous debtors (including U.S. Court of Appeals, Second Circuit Wave Consulting Achaogen, Orexigen, KaloBios, and Allonhill) on litigation matters in their Chapter 11 cases. U.S. District Court, Eastern District of New York Because of his familiarity with the intricacies of cross- U.S. District Court, Southern District border disputes, including cutting-edge issues relating of New York to personal jurisdiction, subject matter jurisdiction, and U.S. District Court, Western District of New York the enforcement of judgments by or against foreign companies, clients have asked Pieter to act on their U.S. Supreme Court behalf in international arbitrations and related litigation U.S. Court of Appeals, District ofPage 163
(including appeals). These disputes have involved the Columbia Circuit information management, telecommunications, U.S. Court of Appeals, First Circuit mortgage, real estate, chemical, automotive, metals, and U.S. Court of Appeals, Third Circuit energy industries throughout the world, including U.S. Court of Appeals, Seventh Russia, Ukraine, Germany, France, Britain, China, Circuit Indonesia, and Canada. Languages Representative experience English • 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. • Advised a foreign reinsurer in connection with insolvency and bankruptcy issues in the United States. • Advised on directors' and officers' insurance issues and litigation matters in Orexigen Therapeutics Chapter 11 proceeding. • Advised 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.Page 164
• 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 joint venture. • Represented a reinsurance broker in New York federal court action to recover unpaid commissions from predecessor 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. • Represented reinsurers in disputes over business interruption coverage as a result of the COVID-19 pandemic. • Represented Korean shipbuilder in claim brought by debtor relating to equipment ownership. • Advised Japanese reinsurer on issues relating to collateralized loan obligations. • Advised manufacturer and its insurer on subrogation rights against supplier. • Advised Japanese insurer on issues arising out of errors and omissions' policy. • Advised telecommunications company with respect to potential subrogation claim by insurer. • Advised on directors' and officers' insurance issues and litigation matters in Orexigen Therapeutics Chapter 11 proceeding. • Represented energy company in Bermuda arbitration arising out of oil delivery. • Awards and rankings Insurance and Reinsurance, Who's Who Legal, 2014- 2018 Insurance: Advice to Insurers, Legal 500 US, 2013Page 165
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 166
Scott Friedman Partner, New York Your business is about to engage in an M&A. Your tax +1 212 918 8299, New York scott.friedman@hoganlovells.com returns have been questioned. You recently found out that your non-U.S. assets were subject to disclosure. Practices You need advice to guide you through the technical Tax areas – someone who understands your business and Blockchain and DLT can guide you through the process. One who speaks Pensions straight, cuts through the technical jargon and the Industries morass of arcane tax laws, and helps you assess the risks in commercial terms to arrive at the best business Private Capital decisions. Education and admissions For the past 30 years, Scott Friedman has been doing Education precisely that. Whether it's for a hedge fund, a LL.M., New York University School of laboratory, an apparel manufacturer, a general aviation Law, 1986 company, a university, or a Fortune 500 company, if it J.D., cum laude, Boston University involves the tax effects of structuring an M&A or a joint School of Law, 1985 venture, advising on a reorganization or a 1031 like-kind B.A., with high honors, Queens College, City University of New York, exchange, or juggling international and state tax laws to 1982 achieve tax efficiency and maximize after-tax proceeds, Scott has the industry knowledge, the technical Bar admissions New York knowhow, and the skills required to solve the problem. But tax is not the only consideration. Scott also has Memberships decades of practical experience working with corporate, Member, New York State Bar Association commercial, and regulatory lawyers and counter parties, assessing and weighing collaboratively all the risk factors to arrive at a balanced approach that is best for you. Representative experience • Represented Yeshiva University in a joint collaboration with Montefiore Health System related to Albert Einstein College of Medicine.Page 167
• Fresenius purchase of Shiel Laboratory. • Sale of CHE Psychological Services to Altamount. • Tata's purchase of General Chemical. • 400 Park Avenue South transfer tax ruling. • Latest thinking and upcoming events Publications "Payroll Tax Credits under the Families First Coronavirus Response Act" All in a Day's Work Blog "10 things international groups need to know about U.S. tax reform" Tax Alert "New IRS Guidance on Foreign Bank Account Reporting" Tax Alert "Final Treasury Regulations on Foreign Bank Account Reporting" Tax Alert "2011 Offshore Voluntary Disclosure Initiative" Tax AlertPage 168
Anne Salladin Partner, Washington, D.C. Anne Salladin assists foreign and domestic clients in +1 202 637 6461, Washington, D.C. anne.salladin@hoganlovells.com various industries in connection with matters involving national security and cross-border transactions, in Practices particular before the Committee on Foreign Investment International Trade and Investment in the United States (CFIUS). Industries Anne dedicated nearly 20 years of service to the Office Technology & Telecoms of the Assistant General Counsel for International Affairs of the Treasury Department, which provides Private Capital legal advice to the Secretary of the Treasury as Areas of focus Chairperson of CFIUS. As senior counsel, she was CFIUS and Foreign Investment responsible for providing legal advice on CFIUS Reviews matters, working closely with other CFIUS agencies, Sovereigns: International Trade played a role in developing laws and regulations related to CFIUS, and participated in the review and Education and admissions investigation of well over 500 transactions filed with Education CFIUS, including many major Chinese acquisitions. J.D., University of Virginia School of Law, 1988 In addition to her foreign investment work, Anne B.A., cum laude, Phi Beta Kappa, worked on government-to-government arrangements Williams College, 1979 tied to the Mexican and Asian financial crises and worked extensively on matters relating to sovereign Bar admissions District of Columbia wealth funds. She also has significant experience in sovereign debt restructuring involving Argentina, New York Greece, and other countries. Anne was part of the G-10 Memberships working group focused on sovereign debt Board Member, Friends of the Law documentation designed to facilitate orderly resolution Library of Congress of sovereign debt crises. Board Member, Friends of the National Zoo In recognition of her significant contributions during Board Member, Washington Foreign her Treasury career, in particular her work on national Law Society security issues, Anne received the Secretary's Member, Trade Policy Forum Meritorious Service Award. The award citation notes Languages that she was "indispensable in helping CFIUS to protectPage 169
U.S. security in dozens of complex transactions" and is English "widely acknowledged as an expert on sovereign debt, and a key player in the U.S. efforts to secure global economic stability through the design of sovereign debt restructuring regimes." Representative experience • Represented KUKA AG before CFIUS and the U.S. Departments of State and Commerce in connection with Midea Group Co. Ltd.'s US$5bn acquisition of KUKA.* • Represented the Prysmian Group before CFIUS and the U.S. Departments of State and Commerce in connection with its US$1.5bn acquisition of General Cable Corp.* • Represented Linde AG before CFIUS and the U.S. Department of Defense in connection with its US$87bn business combination with Praxair Inc.* • Represented NXP Semiconductors N.V. in connection with the sale of certain assets to a Chinese private equity firm.* • Represented GSR Capital in connection with a proposed purchase of battery assets.* • Represented a major foreign pharmaceuticals company before CFIUS on national security matters.* • Hired as expert witness on CFIUS matters in connection with litigation in the UK courts.* • Represented a European multinational aerospace and defense corporation before the U.S. Department of Defense in connection with national security matters.* • Represented a multinational designer and manufacturer of equipment and systems for the aerospace, defense, and electronics industries in connection with national security matters.* • Represented a company engaged in research, development, and production of launch vehicles and rocket systems in connection with national security matters.* • Represented a multinational information and analytics company in connection with national security matters.* • Represented a multinational supplier in the UK defense industry in connection with national security matters.* • *Matter handled prior to joining Hogan Lovells Awards and rankings International Trade: CFIUS Experts (USA), Chambers Global, 2019-2020Page 170
International Trade: CFIUS Experts (Nationwide), Chambers USA, 2018-2020 Dispute Resolution: International trade, Recommended, Legal 500 US, 2020 Latest thinking and upcoming events Publications "Commerce restricts certain transactions involving Information Communications Technology and Services" "The rise of FDI regimes and their impact on M&A transactions" "BIS provides updated FAQs on the Foreign-Produced Direct Product rule" "Court Rulings Reinforce Limitations on Sweeping Executive Orders Based on IEEPA" "Executive order prohibits U.S. persons from trading in securities of Chinese military companies" "U.S. government releases expected report on Hong Kong sanctions"Page 171
Bennett L. Spiegel Partner, Los Angeles Bennett Spiegel has advised debtors, creditors, +1 310 785 4603, Los Angeles bennett.spiegel@hoganlovells.com creditors' committees, bondholders, trustees, and asset purchasers in complex restructurings and Chapter 11 Practices bankruptcies for over three decades. Business Restructuring and Insolvency Bennett represented the largest bondholder in the Chapter 11 cases of Stearns Holdings and its affiliates in Industries New York where, after negotiating a restructuring Financial Institutions support agreement, the bondholders voted unanimously to accept the confirmed plan. Education and admissions Bennett recently represented All American Oil & Gas Education and its affiliates as debtors in confirming their Chapter J.D., Yale Law School, 1984 11 plan in San Antonio. He previously represented Royal M.B.A., Yale School of Management, 1983 Bank of Scotland in the Thornburg Mortgage Chapter 11 cases in Baltimore, where he settled claims exceeding B.A., with highest honors, Rutgers, The State University of New Jersey, US$500 million asserted by the Chapter 11 trustee for Rutgers College, 1980 less than five percent of the amount asserted after nine Bar admissions years of litigation. California Before he joined the firm, Bennett's successes included Connecticut representing Dignity Health as joint venturer with District of Columbia certain debtors in the Adeptus Chapter 11 cases in New York Dallas; representing Los Angeles-based Relativity Media New Jersey in its television business Section 363 sale and Memberships confirmation of its Chapter 11 reorganization plan American Bankruptcy Institute around its film business in New York, reducing debt by Financial Lawyers Conference over US$600 million; and plan confirmation in MF Global creditor plan proponents for over US$1 billion Los Angeles Bankruptcy Forum and dismissal of claims seeking US$4.3 billion from The Bankruptcy Strategist, Editorial Board Adelphia non-agent secured lenders. He successfully represented Greenwich Capital against the ABFS Languages Chapter 7 trustee seeking more than US$100 million in English which summary judgment was entered against thePage 172
trustee on all claims. He advised Greenwich Capital in its US$500 million, US$215 million, and US$100 million DIP financings of ABFS, Oakwood Homes, and New Century Financial. Other Chapter 11 creditor matters include lead 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 aPage 173
reorganization plan for W.R. Grace.* • Represented the Chapter 11 debtor in selling Cable & Wireless USA for multiples of the stalking-horse bid.* • Represented the Chapter 11 debtor in confirmed 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.* • 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. • Represented a holder of a majority in principal amount of notes issued by mortgage origination company Stearns Holdings in connection with its Chapter 11 case. • Represented Creditors Committee in Chapter 11 cases of land developer Bruce Elieff and six entities, successfully subordinating claim of senior secured creditor under Bankruptcy Code § 510(b). Awards and rankings Bankruptcy/Restructuring (California), Chambers USA, 2011-2020 Bankruptcy: Business, Southern California Super Lawyers, 2005-2020 Finance: Restructuring (including bankruptcy), Recommended, Legal 500 US, 2019-2020Page 174
Brian P. Curran Partner, Washington, D.C. Brian Curran has been operating in the U.S. national +1 202 637 4886, Washington, D.C. brian.curran@hoganlovells.com security sphere for more than 20 years, first as a 10-year veteran of the U.S. Intelligence Community (IC) and Practices now as a partner at Hogan Lovells focused on national International Trade and Investment security reviews conducted by the Committee on Space and Satellite Foreign Investment in the United States (CFIUS). Sovereigns Brian represents a wide variety of clients before CFIUS, Industries including foreign multinationals, private equity investors, and family offices around the world, including Aerospace and Defense in China, Israel, Singapore, Japan, France, Spain, Energy and Natural Resources Luxembourg, the Netherlands, Germany, Australia, Technology & Telecoms Canada, and the United Kingdom. He also represents Private Capital U.S. companies before CFIUS – from technology start- ups to large, publicly traded companies. Areas of focus CFIUS and Foreign Investment Brian's clients operate in a variety of sectors, including Reviews life sciences, social media, aerospace and defense, Export Controls telecommunications, cybersecurity, and Sanctions semiconductors. Brian assists clients in securing CFIUS Technology Transfer, Deemed clearance, negotiating and complying with mitigation Exports, and University Based agreements imposed by CFIUS, and navigating the rules Fundamental Research ushered in by the Foreign Investment Risk Review Hogan Lovells China Desk Modernization Act of 2018 (FIRRMA) and its Sovereigns: Debt & Restructuring implementing regulations. Education and admissions Brian also represents clients on export controls issues Education before the Commerce Department's Bureau of Industry J.D., with high honors, Order of the and Security (BIS) and the State Department's Coif, The George Washington Directorate of Defense Trade Controls (DDTC). Brian University Law School, 2006 advises companies on a wide variety of export control M.A., Fellowship Recipient, American issues, including mergers and acquisitions due University, School of International Service, 1995 diligence, export classifications, licensing, internal B.A., College of William & Mary, 1992Page 175
investigations, and voluntary disclosures. Bar admissions District of Columbia Representative experience Virginia (inactive) • Represented a major French transportation company Memberships before CFIUS in connection with its investments in two joint ventures. Member, Society for International Affairs • Represented a Chinese investor before CFIUS in connection with the largest proposed Chinese acquisition of a U.S. company at the time. • Represented JX Nippon Oil & Gas Exploration Corporation before CFIUS in connection with a carbon capture and CO2-enhanced oil recovery project. • Advised universities and Internet and telecommunications companies on the export control implications of cyber attacks and cloud computing. • Conducting in-depth trade compliance audits for a major U.S. defense contractor. • Brian has represented a U.S. electronics company in a complex multijurisdictional export control internal investigation. • Awards and rankings Dispute Resolution: International Trade, Next Generation Partner, Legal 500 US, 2017-2020 International Trade: CFIUS Experts, Recognised Practitioner (Nationwide), Chambers USA, 2019 Dispute Resolution: International trade, Recommendation, Legal 500 US, 2020 Latest thinking and upcoming events Publications "U.S. imposes new sanctions and export controls on Burma" "Commerce restricts certain transactions involving Information Communications Technology and Services" "The rise of FDI regimes and their impact on M&A transactions" "EO prohibits U.S. persons from engaging in certain transactions involving eight Chinese apps"Page 176
"Doing business in the United States", 15 January 2021 "BIS provides updated FAQs on the Foreign-Produced Direct Product rule"Page 177
Mehtap Cevher Conti Partner, New York Mehtap Cevher Conti concentrates her practice on asset +1 212 918 3617, New York mehtap.cevherconti@hoganlovells.co finance, particularly in the aviation and transportation m industries. Practices Her broad-based experience includes working with Asset Finance clients on secured debt, export credit agency supported Aviation Law transactions, revolving credit facilities, leveraged leases, operating leases, and portfolio acquisitions as well as Trade and Export Finance asset-backed structured financings, securitizations for Transportation commercial and investment banks, insurance Banking and Loan Finance companies, financial institutions, aircraft operating Industries lessors, and airlines. She also advises clients on the purchase and lease financing of corporate aircraft and Aerospace and Defense helicopters. Financial Institutions Transport & Logistics Mehtap frequently handles finance transactions that involve multiple global jurisdictions. She is a native of Areas of focus Turkey and is fluent in Turkish. Aviation Finance Prior to joining the firm, Mehtap was in private practice, Distressed Asset Management, Refinancing, and Restructuring where she focused on global transportation finance. She has been recognized in The Legal 500 US for Finance: Helicopter Financing Asset Finance and Leasing. Private Equity and Venture Capital Funds Representative experience Education and admissions • Represented Pembroke Capital in connection with the sale and leaseback of 10 Boeing 737-800 aircraft for Education Southwest Airlines. J.D., cum laude, Boston College Law School, 2002 • Represented Pembroke Capital in connection with the sale and leaseback of six Airbus A321-200 aircraft for B.A., with honors, Koç University, Delta Air Lines. 1998 • Advised a bank in connection with numerous senior term Bar admissions loans secured by aircraft and operating leases involving New York various airlines in varied jurisdictions.* Massachusetts • Represented a bank in connection with the purchase andPage 178
acquisition finance of a portfolio of about 15 aircraft.* Memberships • Represented an export credit agency in connection with Governing Committee Member, the aircraft financing for an Australian airline.* American Bar Association, Forum on Air & Space Law • Advised an export credit agency in connection with senior Member, International Aviation secured debt financing for an aircraft lessor.* Womens Association (IAWA) • Represented an export credit agency in the financing of a Member, International Society of railcar for a national rail company.* Transport Aircraft Traders (ISTAT) • Advised a bank in connection with the mortgage Steering Committee Member, financing of two aircraft for a major U.S. airline.* Advancing Women in Aviation Roundtable (AWAR) • Represented an insurance company in connection with the sale of a corporate aircraft.* Languages • Represented a bank in connection with the mortgage English financing of two helicopters.* Turkish • Advised a number of banks in connection with the restructuring of leveraged lease transactions during the bankruptcy proceedings of two U.S. airlines.* • Advised a bank in connection with the repossession of an aircraft and a dispute over return conditions.* • Represented an operating lessor in connection with the transfer of a portfolio of about 130 aircraft on lease to numerous airlines in different jurisdictions.* • Represented an operating lessor in connection with the purchase an acquisition finance of a portfolio of about 20 aircraft.* • Represented an operating lessor in connection with two separate sale and leaseback transactions involving a major U.S. airline.* • Advised borrowers in connection with two dozen export credit agency supported facilities, providing financing for more than 90 aircraft.* • Represented an operating lessor in connection with multiple different sale and leaseback transactions involving Chinese airlines.* • Represented an operating lessor in the purchase and acquisition finance of a portfolio of about 100 aircraft.* • Acted for the issuer of Rule 144A bonds secured by an aircraft portfolio of about 70 aircraft.* • Acted for an issuer in a few unsecured senior debt private placements.* • Represented an operating lessor in connection with a letter of credit facility.* • Represented an operating lessor in connection with numerous aircraft trades, novation of operating leases, and amendments to operating leases.*Page 179
Awards and rankings Aviation, Euromoney's Expert Guides, 2019 Transport: Aviation/Air Travel Finance, The Legal 500 US, 2019Page 180
David L. London Partner, Denver David London is one of the most seasoned lawyers in +1 303 899 7317, Denver david.london@hoganlovells.com the United States in the field of technology and intellectual property (IP) transactions. If technology or Practices IP is a key asset of your business, or if you are Commercial considering a major transaction involving technology or Complex Contracting IP, David's wealth of knowledge can help you Copyright accomplish your goals. Designs David's experience spans all forms of IP from software Domain Names to hardware, data and content, and patents, trademarks, Intellectual Property copyrights, and trade secrets. He has negotiated almost IT Law every type of contract involving technology, from IP Marketing and Advertising licenses to manufacturing, development, distribution, Patents outsourcing, and other commercial agreements; to joint ventures; to stock purchase, merger, and financing Privacy and Cybersecurity agreements; to employee and contractor agreements. Trade Secrets and Confidential Know-how His work involves almost every industry sector, notably software/IT, entertainment, energy, health care, Trademarks and Brands telecommunications, and consumer goods. IP and Technology Transactions Blockchain and DLT David takes a practical approach to negotiation. He understands his clients' business and objectives, and Industries aligns the negotiation strategy with these objectives. Automotive David keeps the focus on what matters, and gets the Aerospace and Defense right result, avoiding wasted time and cost. Consumer Representative experience Energy and Natural Resources • Negotiating content distribution agreements for a Life Sciences and Health Care consortium of Hollywood studios and movie theater Technology & Telecoms companies. Sports, Media & Entertainment • Advising an international manufacturing company on the implementation of SAP enterprise resource planning Areas of focus solutions. IP Rights in Transactions • Representing a clean tech start-up on IP license andPage 181
materials procurement agreements with European and Technology Contracts South African vendors. Agency and Distribution • Representing software and IT services vendors in the IT Outsourcing development and negotiation of contract forms for cloud Manufacturing and SaaS-based software solutions. Outsourcing • Negotiating a suite of business process outsourcing agreements with SAIC on behalf of a U.S.-based movie Procurement theater company. Advertising and Copy Clearance • Advising a Fortune 50 insurance company on stock and Broadband, Internet, and E-asset acquisitions in the IT space. commerce • Negotiating a suite of patent licenses and ancillary IP Content Licensing, Distribution, and agreements related to key revenue-generating processes Carriage for an oil drilling company. IP Licensing, Commercialization, and • Advising a major university on the development of a coal Technology Transfer gasification R&D facility, and the ownership of IP rights Strategic Counseling and Portfolio by facility operators. Development • AdTech Awards and rankings Sales Promotions Sponsorship Corporate Law, The Best Lawyers in America, 2013- Corporate and Commercial 2021 Transactions Colorado Super Lawyers,, 2010, 2012-2020 Fashion and Luxury Brands Retail and Consumer Goods Intellectual Property (Colorado), Chambers USA, 2007- 2020 Education and admissions Media, Technology, and Telecoms: Outsourcing, Education Recommended, Legal 500 US, 2016-2020 J.D., Yale Law School, 1993 Global IP Star, Managing Intellectual Property IP B.A., magna cum laude, Yale Stars, 2019 University, 1989 Bar admissions Colorado IP Star, Managing Intellectual Property IP Colorado Stars, 2014-2020 New York The World's Leading Patent & Technology Licensing Memberships Lawyers, Intellectual Asset Management Licensing 250, Member, Intellectual Property and 2010-2016 Technology Sections, Colorado Bar Association Best Intellectual Property Lawyer (Non-Litigator), Law Week Colorado, Barrister's Best/People's Court, 2012- Member, New York Bar Association 2013 Member, Denver Bar Association Forty Under 40, Denver Business Journal, 2007 Court admissions U.S. Court of Appeals, Tenth Circuit Latest thinking and upcoming events U.S. District Court, District of Publications Colorado U.S. District Court, Southern District "Don’t be like the Winklevoss twins: Protect yourPage 182
intellectual property" ColoradoBiz Magazine of New York "Securing Copyright Ownership: A Question of Timing" Law 360Page 183
Stephanie Yonekura Partner, Los Angeles Stephanie Yonekura leads our global Investigations, +1 310 785 4668, Los Angeles stephanie.yonekura@hoganlovells.co White Collar, and Fraud practice. She is a member of m the firm's Crisis Leadership Team and regularly advises clients on corporate compliance issues and policies. Practices Gaming Law She brings a unique perspective to any internal Investigations, White Collar, and investigation. Having served as a federal prosecutor for Fraud 14 years and as the Acting U.S. Attorney in Los Angeles, Litigation Services Stephanie knows the hot-button issues that are Privacy and Cybersecurity considered in every stage of any government Crisis Leadership Team investigation. As the Acting U.S. Attorney of the largest office outside of Washington, D.C., Stephanie was an Technology Litigation active participant in the larger U.S. Department of Industries Justice (DOJ) community, serving on nationwide Financial Institutions committees on white collar fraud, cybercrime, and intellectual property. Stephanie is a highly Life Sciences and Health Care accomplished trial attorney, exuding confidence, Technology & Telecoms knowledge, and integrity in the courtroom. Sports, Media & Entertainment In private practice, Stephanie uses her substantial Areas of focus experience in the trenches, in the courtroom, and as the Bribery and Corruption chief law enforcement officer in Los Angeles to help Financial Services Regulatory clients understand the key issues and investigate Investigations and Enforcement matters strategically and surgically. Anti-money Laundering Representative experience False Claims Act and Qui Tam Risk Management, Governance, and • Represented a tech company in a False Claims Act case Compliance and advocated for DOJ and California not to intervene. The court dismissed with prejudice and awarded Breach Preparedness, Response, attorney's fees. Investigation, and Comms Anti-Corruption Compliance and Due • Conducted an internal investigation for a food company Diligence involving potential Foreign Corrupt Practices Act (FCPA) violations in Thailand. Education and admissions • Conducted an internal investigation for a Fortune 500Page 184
company involving potential FCPA violations in the Education United Arab Emirates. J.D., University of California, Los • Represented a Fortune 500 health care company in Angeles School of Law, 1996 arbitration contract dispute. Obtained judgment in B.A. Political Science, magna cum client's favor and award of attorney's fees. laude, University of California, Los Angeles, 1992 • Represented a software developer in connection with alleged fraud scheme investigation by DOJ. Bar admissions • Represented a university in connection with a National California Science Foundation - Office of Inspector General (NSF- Memberships OIG) and DOJ investigation relating to alleged grant Board Member, Japanese American fraud. Bar Association, 2015-2016 • Conducted an internal investigation for a university Board Member, Library Foundation relating to alleged health care fraud violations. of Los Angeles, 2016 • Represented a medical device company in a U.S Food and Member, Los Angeles Police Drug Administration and OIG investigation. Commission's Advisory Committee • Represented a Fortune 500 life sciences company in connection with a U.S. Securities and Exchange Languages Commission (SEC) insider trading investigation. English • 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 eventsPage 185
Publications "FCA Podcast Series: 2020 and the road ahead" Hogan Lovells "Aerospace and Defense Insights | Bribery and Corruption Outlook 2021", February 2021 "The False Claims Act Guide: 2020 and the road ahead" Hogan Lovells "2021 Enforcement Horizon: New administration civil and criminal enforcement efforts" "UK SFO Publishes DPA Guidance: comparing and contrasting the approach of the U.S. DOJ to DPAs" "Achieving an effective FCPA compliance program in the age of COVID-19 and beyond", August 2020Page 186
Gejaa T. Gobena Partner, Washington, D.C. Gejaa Gobena uses his almost two decades of experience +1 202 637 5513, Washington, D.C. gejaa.gobena@hoganlovells.com as both a former senior prosecutor and private attorney to help companies and individuals thoughtfully navigate Practices high-stakes investigations and government enforcement Health Law actions, particularly in the area of healthcare fraud. Investigations, White Collar, and Fraud Health care is one of the largest parts of our economy and raises unique issues that touch on public policy and Litigation Services patient health and safety. Gejaa has handled Industries investigations in every part of the health care industry, Life Sciences and Health Care and his unique experience and approach to handling complex matters is especially valuable to clients as they Areas of focus evaluate allegations, assess risks, and respond to False Claims Act and Qui Tam government investigations. Anti-Corruption Compliance and Due Prior to joining Hogan Lovells, Gejaa served as Deputy Diligence Chief of the Fraud Section in the Criminal Division of Education and admissions the United States Department of Justice. As Deputy Chief, he led the Criminal Division's 50-attorney Education J.D., Columbia Law School, 1998 healthcare fraud unit, supervising prosecutions brought by Medicare Fraud Strike Force teams across the B.A., with high distinction, University of Virginia, 1995 country and spearheading the unit's recent shift to investigating and prosecuting broader corporate health Bar admissions care fraud schemes. Prior to joining the Criminal District of Columbia Division, Gejaa spent six years in the Civil Division, New York 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 InspectorPage 187
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 minority attorneys under 40. 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 188
James M. Wickett Partner, Washington, D.C. Jamie Wickett is well-known by clients and +1 202 637 6422, Washington, D.C. james.wickett@hoganlovells.com policymakers as one of Washington's leading advocates for corporations, nonprofits, coalitions, and trade Practices associations seeking government policy change – or Government Relations and Public seeking to prevent change. His practice focuses on Affairs federal tax policy as well as energy, environmental, Tax financial services, pension, and technology issues, in both legislative and regulatory matters. Areas of focus Energy Legislation and Policy With more than 25 years of experience, on Capitol Hill Legislation at a major business trade association and in private Political Law Compliance practice, Jamie is well-practiced in drafting technical legislative or regulatory proposals. He combines this Tax Legislation and Policy skill with the ability to develop and implement advocacy Education and admissions strategies to achieve client objectives in the political arena. One particular area of focus for Jamie has been Education the advocacy of legislative and regulatory solutions in J.D., The George Washington University Law School, 1997 areas where government policy has failed to keep up B.A., Tulane University, 1989 with advancing technologies, such as alternative energy technologies, advanced vehicles, or financial practices. Bar admissions District of Columbia Jamie is also a founding member of the firm's Political Memberships Law Compliance Practice Group, where he helps clients Advisory Board Member, NFIB Legal comply with federal election laws, the Lobbying Foundation Disclosure Act, and congressional ethics rules. 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 successfulPage 189
effort to revise solar investment tax credit statute. • Represent major energy power producer in advocating changes to U.S. international tax reform legislation. • Latest thinking and upcoming events Publications "All fun and GameStop until Washington gets involved" "The Energy Act of 2020 revitalizes and reforms the DOE Loan Guarantee Program" "Year end COVID-19 relief/stimulus package includes sweeping energy provisions" "Election 2020 Snapshot: Helping our clients make sense of the U.S. election results" "Election 2020 Snapshot: Helping our real estate clients make sense of the U.S. election results" "Election 2020 Snapshot: Helping our energy clients make sense of the U.S. election results"Page 190
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 babak.nikravesh@hoganlovells.com and operations. Practices Babak has worked closely with institutional investors, Education including sovereign wealth funds, public sector pension Infrastructure, Energy, Resources, funds, social security funds, and international and Projects organizations, for nearly two decades, well before the Investment Funds term "sovereign wealth fund" was coined. He has Joint Ventures advised investors on hundreds of investment Pensions transactions across diverse asset classes and geographies, including fund, co-invest and direct Private Equity investments in venture capital, private equity, real Real Estate estate, infrastructure, and debt. Tax Sovereigns 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 Diversified Industrials to both sovereign institutions and their employees. He Energy and Natural Resources also advises the sponsors and managers of a variety of Financial Institutions investment funds, including Opportunity Zone Funds, on formation, investment, and operational issues, and Real Estate represents universities in the United States and abroad Technology & Telecoms on diverse matters. Private Capital Sports, Media & Entertainment Recognized in Chambers USA and Legal 500 US, Babak speaks and writes regularly on a variety of international Areas of focus topics, and is the author of U.S. Income Taxation of Corporate and Commercial Foreign Governments, International Organizations, Transactions Central Banks and Their Employees, the leading Fund Structuring and Establishment treatise on the taxation of government-linked investors. Infrastructure Funds His works have been cited in numerous publications, Institutional Investors including the Oxford Guide to Treaties, The Practice of International Tax Planning Shared Responsibility in International Law and thePage 191
forthcoming edition of International Law: A Treatise, Investment Funds and Tax Volume 1 by L. Oppenheim. An avid soccer fan, Babak Infrastructure/Energy M&A and Joint Ventures coaches youth soccer in his free time. M&A and Tax Representative experience Private Equity and Venture Capital • Advised a national social security fund on tax and Funds regulatory issues arising from the establishment of Public International Law branch offices abroad. Real Estate Tax and REITs • Advised a Middle Eastern sovereign wealth fund on its Secondaries solar energy joint venture. Sovereign Investors • Advised a Southeast Asian sovereign wealth fund on its Tax Exempt US$285 million follow-on investment in Duquesne Light, the largest electric utility in greater Pittsburgh. Hogan Lovells China Desk • Advised an Australian superannuation fund on its Sovereign Wealth investment in Waterland Private Equity Fund VII, a Dutch fund focused on investments in Northern Europe. Education and admissions • Advised a Canadian pension fund on a multibillion dollar Education restructuring of its global real estate portfolio. M.A., Stanford University, 1998 • Advised a Southeast Asian sovereign wealth fund on its LL.M., London School of Economics direct investment in Neo On Business Ltd, a Brazil-based and Political Science, 1997 software company. J.D., University of California, Los • Advised an East Asian sovereign wealth fund on its Angeles School of Law, 1996 investment in GSO Capital Solutions Overseas Fund III. B.A., University of California, • Advised a Middle Eastern sovereign wealth fund in its Berkeley, 1992 acquisition of an office campus in North Carolina. Bar admissions • California Awards and rankings New York 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 "Private fund preferred equity and NAV financing opportunities and risks" Sovereign Investor Insights "Taking advantage of the secondaries market" FS Super "Why are investors looking to qualified opportunityPage 192
funds for U.S. real estate investment opportunities?" "Top five takeaways from Hogan Lovells Sovereign Investment Conference and a tax list" Private Equity Alert "A changing world creates challenges and opportunities for sovereign wealth funds" "The New FIRPTA Exemption for Foreign Pension Funds" International Tax Review, February 2016Page 193
Ann C. Kim Partner, Los Angeles Ann Kim strategically draws upon her wealth of +1 310 785 4711, Los Angeles ann.kim@hoganlovells.com knowledge from her past experience working as a federal prosecutor and SEC enforcement division senior Practices counsel to advise clients and provide insight on how to Investigations, White Collar, and navigate civil regulatory and criminal government Fraud probes. Litigation Services During her five years at the U.S. Attorney's Office and Commercial Litigation seven years at the SEC, Ann investigated and prosecuted Banking and Finance Litigation numerous high-profile fraudulent schemes in parallel Technology Litigation DOJ/SEC actions, including violations of federal Industries securities laws, fraudulent investment schemes by broker-dealers and investment advisors, health care Financial Institutions fraud, violations of the Foreign Corrupt Practices Act, Life Sciences and Health Care and insider trading cases that involved Fortune 500 Areas of focus companies. Anti-money Laundering Ann represents clients from the earliest stages of an Bribery and Corruption investigation through trial during criminal and civil Financial Services Regulatory regulatory matters, and handles complex civil business Investigations and Enforcement litigation. Ann works with clients to help them Government Investigations maximize the use of technology to streamline the review Anti-Corruption Compliance and Due process of the vast amount of data involved in litigation Diligence and investigations today, including utilizing AI. She leverages her legal acumen and trial experience to Education and admissions advise clients across various industries, including public Education companies, health care organizations, financial J.D., magna cum laude, Pepperdine institutions, and investment funds. University School of Law, 2000 B.A., University of California, Los Before joining the government, Ann spent six years as Angeles, 1992 an associate and counsel at a multinational law firm. Bar admissions Latest thinking and upcoming events California Publications MembershipsPage 194
"Litigation Landscape: managing your COVID-19 risk" ABA White Collar Crime Committee, Southern California Region, Co-Chair Podcast Court admissions "Global Media, Technology and Communications U.S. Court of Appeals, Ninth Circuit Quarterly – Spring/Summer 2020", Spring/Summer U.S. District Court, Central District of 2020 California "Executive considerations: government collusion with Languages corporate counsel in internal investigations" Financial English Executives International Korean "SEC enforcement and litigation risks amid the COVID- 19 pandemic" "MAC/MAE clauses and the COVID-19 pandemic: a checklist of things to consider" "Status quo? Supreme Court to decide whether the SEC has authority to seek disgorgement"Page 195
Julia McLetchie Counsel, Boston Julia McLetchie represents companies and individuals +1 617 371 1036, Boston julia.mcletchie@hoganlovells.com in government investigations, white-collar criminal defense, complex business litigation, and products Practices liability matters. Litigation Services She serves clients in the life sciences, health care, Investigations, White Collar, and Fraud medical device, pharmaceutical, and financial industries. She has significant experience conducting Employment robust internal investigations and assisting clients in Health Law determining how to proceed. Industries Julia advises clients facing allegations of health care Financial Institutions fraud, including violations of the False Claims Act; the Diversified Industrials Anti-Kickback Statute; and the Food, Drug, and Life Sciences and Health Care Cosmetic Act. She also handles numerous products Sports, Media & Entertainment liability matters (including multidistrict litigation), contract disputes, partnership and intra-corporate Areas of focus disputes, and employment matters. She is particularly False Claims Act and Qui Tam experienced in electronic discovery and all stages of criminal and civil litigation, from indictment or Education and admissions complaint through trial and sentencing. Education Julia served as a Special Assistant Federal Defender in J.D., magna cum laude, Boston College Law School, 2007 the District of Massachusetts. During this time, she B.A., summa cum laude, Connecticut represented indigent clients in all stages of the federal College, 2003 criminal process, including trial, sentencings, Bar admissions supervised release violation hearings, plea agreement Massachusetts negotiations and Rule 11 hearings, and at pretrial and presentence interviews. Memberships Boston Bar Association Julia is dedicated to pro bono services and successfully Boston Bar Foundation, Society of represented a federal inmate seeking commutation of Fellows sentence from the president, and inmates seeking Federal Bar Association, Board habeas corpus relief under Johnson v. United States. Member in Criminal Law Section,Page 196
She also represents victims of domestic violence in Massachusetts Chapter family law and restraining order matters and has helped Massachusetts Association of Criminal Defense Lawyers obtain political asylum for clients from Rwanda and Sudan. National Association of Criminal Defense Lawyers Julia joined the firm after practicing for three years in Court admissions the Boston office of another global law firm. During that U.S. District Court, District of time, she completed a firm-sponsored fellowship in the Massachusetts Family Law Unit at Greater Boston Legal Services. Prior U.S. Court of Appeals, First Circuit to that, she was a law clerk for the Honorable Christopher F. Droney, U.S. District Court for the District of Connecticut. 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.* • *Matter handled prior to joining Hogan Lovells Awards and rankings Rising Star, Business Litigation, Criminal Defense: White Collar, Super Lawyers, 2014-2017 Latest thinking and upcoming events Publications "FCA Podcast Series: 2020 and the road ahead" Hogan LovellsPage 197
"The False Claims Act Guide: 2020 and the road ahead" Hogan Lovells "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 198
Andrew Ceppos Senior Associate, New York Andrew Ceppos takes a collaborative approach to help +1 212 918 3614, New York andrew.ceppos@hoganlovells.com clients close their most complex debt finance transactions in the United States and around the world. Practices Andrew represents the full range of clients engaged in Capital Markets debt finance. He regularly works with lenders and Banking and Loan Finance borrowers in bilateral and syndicated credit facilities as Asset Finance well as issuers and underwriters in structured debt Trade and Export Finance capital markets offerings. Andrew has helped Commercial commercial banks, alternative lenders, export credit agencies, insurance companies, and corporate Industries borrowers successfully close deals. Financial Institutions Prior to joining Hogan Lovells, Andrew worked for over Education and admissions four years as an associate in the New York office of an Education Am Law 200 firm where he focused his practice on the J.D., magna cum laude, Brooklyn Law financing of transportation assets. While there, he School, 2014 gained experience representing clients in corporate B.A., cum laude, Tufts University, finance matters, restructurings and equity sales, asset 2009 sales and purchases, and operating lease transactions. Bar admissions During law school, Andrew earned a fellowship in New York international business law and was recognized with Court admissions awards for excellence in secured transactions and U.S. Court of Appeals, Third Circuit commercial law. He also won the opportunity to present Languages an oral argument on corporate law to a panel of judges from the Delaware Court of Chancery and Delaware English Supreme Court in the final round of a moot court Spanish competition. Representative experience • Represented LabCorp in a two-way acquisition and divestiture transaction with Envigo for net cash consideration of US$485m to be paid by LabCorp.Page 199
• Represented an Ecuadorian bank in the issuance of US$175m of privately placed bonds backed by future flows of Visa, MasterCard, and American Express merchant voucher receivables. • Represented J.P. Morgan on an A$735m financing for InfraBuild Australia comprising an A$250m asset-based revolving facility and US$325m senior secured bond issuance. • Represented a German bank in a US$125m warehouse facility for a U.S. lessor to back-leverage operating leases with various foreign cargo airlines in advance of an ABS issuance.* • Represented the investors in BAC International Bank Inc.'s securitization of future credit card merchant voucher receivables from Visa, MasterCard, and American Express. • Represented DFC in a US$20m financing made available for an impact investment fund's acquisition of accounts receivable generated by pay-as-you-go solar home systems in Kenya.Page 200
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. Intellectual Property Court of Appeals for the Federal Circuit, and the Litigation Services International Trade Commission. She is licensed to Technology Litigation practice before the U.S. Patent and Trademark Office, with a focus on new patent proceedings such as inter Areas of focus partes review. She also assists clients in transferring Class Actions and Group Litigation intellectual property assets, including pre-acquisition Education and admissions due diligence evaluating the patent portfolio of the target firm. Education J.D., Harvard Law School, 2012 In addition to her IP practice, Helen also represents B.E. Computer Science, summa cum clients in a number of class action cases, in both federal laude, University of Michigan, 2009 and California state court. Her class action experience B.E. Electrical Engineering, summa includes privacy claims with respect to mobile apps, cum laude, University of Michigan, unfair competition claims regarding the medical coding 2009 practice of a national clinical laboratory, and false Bar admissions advertising claims levied against a luxury car California manufacturer. She has also worked on several class Certified Information Privacy action cases involving food labeling claims. Professional (CIPP) Certified Bitcoin Professional (CBP) Helen's interest in technology runs deep. In law school, she was Submissions Manager for the Harvard Journal Memberships Co-Chair, AABA Education of Law and Technology (JOLT) and wrote and edited Committee (2015-2017) articles for Harvard's JOLT Digest, an online resource for reports on the latest law and technology news. Court admissions U.S. Court of Appeals, Ninth Circuit Before law school, Helen graduated summa cum laude from the University of Michigan with a dual major in U.S. District Court, Central District of California Electrical Engineering and Computer Science U.S. District Court, Northern District Engineering. Before switching careers, she worked as anPage 201
engineer at a well-known Silicon Valley firm designing of California the memory system of graphics cards. U.S. Patent & Trademark Office U.S. Tax Court Helen started her legal career at Hogan Lovells. She rejoined the firm after clerking for the Honorable David Languages Laro at the United States Tax Court. Helen also served English as a judicial intern for the Honorable Steven W. Rhodes Chinese at the 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 "Hogan Lovells: ITC Section 337 Quarterly Highlights (March 2018)" "U.S. Energy Disputes: Patents or Trade Secrets? Yes, Please." "US: Amazon Wins IP Transfer Tax Dispute, but Favorable Tax Treatment May No Longer be Available" "Six Modern Technology Cases Involving the California Constitutional Right to Privacy" Bloomberg BNA "Battle to Unlock the Box" Intellectual Property MagazinePage 202
Annie Kang Senior Associate, Silicon Valley, Los Angeles Annie Kang represents public and private companies in +1 310 785 4739, Silicon Valley +1 310 785 4739, Los Angeles complex domestic and cross-border merger and annie.kang@hoganlovells.com acquisition (M&A) transactions. Annie's recent experience includes billions of dollars of M&A and joint Practices venture transactions for some of the world's top Mergers and Acquisitions technology and life sciences companies. Industries Clients appreciate Annie's proactive, detail-oriented Technology & Telecoms approach to handling their legal challenges. She enjoys Life Sciences and Health Care working closely with clients to understand the totality of Sports, Media & Entertainment their needs (both legal and non-legal, across the entire organization) and strategically address those needs in Education and admissions each transaction. Education Representative experience J.D., University of Pennsylvania Law School, 2014 • Marvell Technology Group Ltd. in its US$6bn acquisition of Cavium, Inc. B.A., New York University, 2009 • Autodesk in its US$875m acquisition of PlanGrid. Bar admissions California • Jazz Pharmaceuticals in its US$313m acquisition of Cavion. • Salesforce in its acquisition of Datorama. • eBay in its acquisition of Giosis Pte Ltd's Japanese ecommerce business, including the Qoo10 platform. • zulily in its US$2.4bn sale to Liberty Interactive Corporation.* • Oracle in its US$9.3bn acquisition of NetSuite.* • Dialog Semiconductor in its US$276m acquisition of Silego Technology, Inc. • Synopsys in its acquisitions of Gold Standard Simulations, Codenomicon, Gecko Holdings, WinterLogic, and Silicon Vision.* • Genstar Capital in its acquisition of Power Products.*Page 203
• *Matter handled prior to joining Hogan LovellsPage 204
Josh Gelula Senior Associate, Washington, D.C. Josh Gelula advises clients on international trade and +1 202 637 6991, Washington, D.C. josh.gelula@hoganlovells.com investment matters, including export controls, economic sanctions, and customs. Practices Josh focuses his practice on issues under the International Trade and Investment jurisdiction of the International Traffic in Arms Industries Regulations, Export Administration Regulations, U.S. Aerospace and Defense sanctions laws, and U.S. customs regulations. His specific transactional guidance and compliance program Automotive assessments, designs, and implementations are Consumer informed by his diverse experience as in-house counsel Technology & Telecoms for an international telecommunications company and Areas of focus as a global trade consultant in a large international accounting firm. Export Controls Technology Transfer, Deemed Josh helps clients across a range of industries, including Exports, and University Based automotive, defense, oil and gas, telecommunications, Fundamental Research consumer products, life sciences, and heavy machinery. Sanctions He shares his in-depth industry understanding by CFIUS and Foreign Investment speaking and writing on the topic of international Reviews sanctions and export controls. Customs and Import Compliance Anti-boycott Compliance Latest thinking and upcoming events Publications Education and admissions "U.S. Treasury Department issues final CFIUS Education regulations" International Trade Alert LL.M., high honors, Chicago-Kent College of Law, 2012 "CFIUS annual report highlights spike in filings and J.D., magna cum laude, University of scrutiny of Chinese investments" International Trade Illinois College of Law, 2010 Alert B.A., general honors, The University of Chicago, 2005 "U.S. Treasury Department issues new proposed CFIUS Bar admissions regulations" International Trade Alert District of ColumbiaPage 205
IllinoisPage 206
Edward McNeilly Senior Associate, Los Angeles Edward McNeilly offers clients exceptional legal counsel +1 310 785 4671, Los Angeles edward.mcneilly@hoganlovells.com as 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 and creditors resolve their most complex Industries stateside and international issues. Clients recognize Financial Institutions Edward's tenacity and ability to develop practical solutions to their most complex matters. Education and admissions Edward has represented clients in a range of areas in Education both the United Kingdom and the United States, Legal Practice Course, with distinction, BPP Law School, 2012 including bankruptcy proceedings, out-of-court Graduate Diploma in Law, with restructurings, and finance deals. distinction, BPP Law School, 2011 Notably, Edward has taken on a number of pro bono Ph.D., University of Cambridge, 2011 cases, helping clients with issues surrounding M.Phil., with distinction, University immigration and foreclosure. of Cambridge, 2007 M.A., with first class honors, Representative experience University of St Andrews, 2006 • Represented a term lender in restructuring a specialty Bar admissions agriculture company through its restructuring, with the California client acquiring majority ownership in the company* Washington • Represent a major counterparty in The Weinstein Solicitor, England and Wales Company's Chapter 11 cases • Represented the Official Creditors Committee of Sears Court admissions Holding Corporation* U.S. District Court, Central District of California • Represented administrators in the UK administrations of London-listed companies: Afren plc, Africa-focused oil U.S. District Court, Northern District of California E&P company, and African Minerals Ltd, a company with mining interests in Sierra Leone* U.S. District Court, Southern District of California • Representing the Official Committee of Unsecured Creditors of Wave Computing, Inc., a Silicon Valley U.S. District Court, Western District processor tech company founded by prominent tech of WashingtonPage 207
investor, Dado Banatao, in Wave's Chapter 11 case. • Successfully obtained dismissal of Chapter 13 case for secured creditors and relief from stay when debtor subsequently filed chapter 12 case* • Represented Creditors Committee in Chapter 11 cases of land developer Bruce Elieff and six entities, successfully subordinating claim of senior secured creditor under Bankruptcy Code § 510(b). Latest thinking and upcoming events 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 208
David Bastian Senior Associate, Boston David Bastian draws on his trial and appellate +1 617 371 1022, Boston david.bastian@hoganlovells.com experience gained from serving as an associate at a large civil litigation firm, as an assistant district attorney, and Practices as an intern for two Massachusetts judges to advise his Employment clients on criminal and complex civil litigation matters Litigation Services and in government 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 U.S./German citizen, David is an asset to teams Fraud handling matters with international components. David also devotes a significant portion of his time to Industries conviction integrity matters. He is currently handling a Life Sciences and Health Care pro bono case on behalf of the New England Innocence Technology & Telecoms Project, advocating for an individual who asserts his innocence after being convicted of serious crimes. Areas of focus Government Investigations Prior to working in private practice, David served as an assistant district attorney in the Appeals and Training False Claims Act and Qui Tam Bureau of the Middlesex District Attorney's Office. Education and admissions While there, he argued several cases before the Massachusetts Appeals Court and advised detectives of Education the Massachusetts State Police on search warrant J.D., summa cum laude, Suffolk University Law School, 2014 matters during homicide investigations. B.A., cum laude, University of While in law school, David interned for The Honorable Connecticut, 2010 Denise J. Casper of the U.S. District Court for the Bar admissions District of Massachusetts and The Honorable Patricia A. Massachusetts Flynn of the Massachusetts Juvenile Court. He was also Memberships awarded the Jurisprudence Award for Excellent Boston Inn of Court Achievement in the Study of Professional Responsibility German American Business Council and the Study of Evidence. of BostonPage 209
Latest thinking and upcoming events Court admissions U.S. District Court, District of Publications Massachusetts "FCA Podcast Series: 2020 and the road ahead" Hogan Languages Lovells English "The False Claims Act Guide: 2020 and the road ahead" German Hogan Lovells "MAC/MAE clauses and the COVID-19 pandemic: a checklist of things to consider" "The Southern District of New York expresses concern with 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"Page 210
Wensheng Ren Associate, Shanghai Wensheng Ren is a corporate Associate in Hogan +8621 6122-3818, Shanghai wensheng.ren@hoganlovells.com Lovells's Shanghai office. He focuses on mergers and acquisitions, regulatory and corporate transactions. His Practices practice has included a wide range of matters, including Corporate private acquisitions and divestitures, domestic and international transactions, spin-offs, restructuring, joint Industries venture and private equity transactions. He advises TMT multinational companies on all aspects of Chinese laws with regard to their strategy and business in China. Areas of focus Company Formation Building on the depth of his understanding of Chinese Corporate and Commercial laws, Wensheng also goes beyond corporate matters to Transactions provide advice in highly regulated sectors, including Manufacturing TMT, life sciences, automobile, food and beverages. Memberships Being a native Chinese and educated in both China and Member Chinese Returnee UK overseas, Wensheng speaks both Mandarin Chinese and Alumni Focus Group under the British Chamber of Commerce English. A client says "… his customer service is top- Shanghai notch. He’s prompt, knowledgeable and very respective of and familiar with our processes." Representative experience • Advising one of the world's largest private companies on the massive corporate restructuring of its newly acquired businesses throughout China and Asia. • Advising a Singapore private equity on its acquisition of two manufacturing companies in Changsha in the due diligence phase and the divesture. • Advising an US-based multinational pharmaceutical company on establishing a joint-venture with a stated- owned enterprise to develop veterinary pharmaceuticals. Awards and rankingsPage 211
Next Generation Lawyer, The Legal 500 Asia Pacific, 2019Page 212
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 Business Restructuring and both in- and out-of-court financially distressed Insolvency situations. Industries Rahmon has experience with all facets of large Chapter Financial Institutions 11 bankruptcy proceedings. Prior to joining the firm, Rahmon was a law clerk to Hon. John T. Dorsey in the Education and admissions U.S. Bankruptcy Court for the District of Delaware, Education where he gained valuable experience working on large J.D., Loyola University Chicago complex Chapter 11 cases. Prior to that, he clerked for School of Law, 2017 Hon. Hannah L. Blumenstiel in the U.S. Bankruptcy B.S., Alcorn State University, 2013 Court for the Northern District of California. Having Memberships previously served as a staff attorney to a Chapter 13 Member, American Bankruptcy Trustee, Rahmon has significant experience with Institute appearing before bankruptcy courts. Court admissions Rahmon earned his undergraduate degree in accounting U.S. District Court, Northern District of Illinois from Alcorn State University and his law degree from 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 213
Sara Posner Associate, New York Sara Posner helps clients sort out the legal disturbance +1 212 918 3593, New York sara.posner@hoganlovells.com that comes from financial restructurings and insolvencies. She began her career at Hogan Lovells as a Practices summer associate in 2017. Business Restructuring and Insolvency In addition to her work within the Business Restructuring and Insolvency team, Sara is passionate Education and admissions about pro bono causes, particularly those related to Education immigration and women's rights. J.D., University of Michigan Law School, 2017 While in law school, Sara gained valuable experience as a student attorney for the University of Michigan Law B.A., University of Michigan, 2014 School Unemployment Insurance Clinic and the Bar admissions University of Michigan Law School Human Trafficking New York Clinic, working with both English- and Spanish- Court admissions speaking clients. She also served as an articles editor for U.S. District Court, Eastern District of the Michigan Journal of Gender and Law. During the New York summer after her first year of law school, she was a U.S. District Court, Southern District judicial intern with the Chicago Immigration Court. of New York U.S. Court of Appeals, First Circuit Representative experience • Represented a holder of a majority in principal amount of Languages notes issued by mortgage origination company Stearns English Holdings in connection with its Chapter 11 case. Spanish • 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.Page 214
• Representing the MexCAT ad hoc bondholder group in respect of the US$6bn of bonds issued by the Mexico City Airport Trust. Latest thinking and upcoming events Publications "Navigating coronavirus: Considerations for rent modifications in the U.S." "CFIUS reviews and the effect on bankruptcy 363 sales" "CFIUS reviews and the effect on bankruptcy 363 sales" "CFIUS reviews and the effect on bankruptcy 363 sales" Business Restructuring and Insolvency Alert "Consumer Horizons 2019" "Make whole prepayment premium enforceable even after loan acceleration" Business Restructuring and Insolvency AlertPage 215
Greta Feldman Associate, Northern Virginia Greta Feldman advises clients on wide-ranging +1 703 610 6106, Northern Virginia greta.feldman@hoganlovells.com intellectual property, media, and technology issues. Working at the intersection of industries including life Practices sciences, automotive, and telecommunications, Greta Commercial provides guidance on complex commercial transactions Intellectual Property and helps advance strategies for acquiring, developing, IP and Technology Transactions and licensing intellectual property. Industries Prior to joining Hogan Lovells, Greta externed in the Asset Management Unit of the Securities and Exchange Technology & Telecoms Commission and with the D.C. City Council's Committee Life Sciences and Health Care on Business and Economic Development. She also Automotive served as an executive articles editor for the Transport & Logistics Georgetown Journal on Poverty Law & Policy while Sports, Media & Entertainment earning her law degree. Areas of focus Representative experience IP Licensing, Commercialization, and • Technology Transfer IP Rights in Transactions Education and admissions Education J.D., Georgetown University Law Center, 2019 A.B., Princeton University, 2013 Bar admissions VirginiaPage 216
John Harrison Law Clerk, New York John Harrison advises public and private companies on +1 212 918 3815, New York john.harrison@hoganlovells.com financings and corporate transactions. He has worked with clients on M&A, credit facilities, and secured Practices transactions. Banking and Loan Finance John has also assisted clients with liability management Capital Markets transactions and securities compliance matters. His Private Equity experience covers a range of industries including Real Estate financial services, life sciences, and real estate. Securities and Public Company Advisory John chose to join the finance and corporate team to help facilitate deal flow for clients. Before joining Hogan Education and admissions Lovells, John worked as a Communications Director for Education a Congressional campaign and also as a Staff Associate f J.D., with honors, The George or a Crisis Management Public Relations firm. Washington University Law School, 2020 B.A., cum laude, Georgetown University, 2016Page 217
Jessica B. Bigby Associate, Washington, D.C. Jessica Bigby focuses her practice on civil, criminal, and +1 202 637 2498, Washington, D.C. jessica.bigby@hoganlovells.com administrative investigations involving the federal government. She has a wide variety of clients, including Practices large corporations and higher education institutions. In Investigations, White Collar, and addition, she works with the Crisis Leadership team on Fraud several matters requiring complex investigations. Industries She helps clients navigate complex government and Aerospace and Defense internal investigations, from allegations under the Education Foreign Corrupt Practices Act to potential violations of Life Sciences and Health Care the Americans with Disabilities Act of 1990. Technology & Telecoms Prior to joining the firm, Jessica spent over a decade at the Department of Defense. Her background in policy, Education and admissions government contracting, and human resources gives her Education a unique perspective on complex issues related to J.D., Georgetown University Law compliance. Center, 2018 M.B.A., The George Washington While in law school, Jessica served as an editor for the University, 2010 Georgetown Journal of Legal Ethics and gained B.A., University of Richmond, 2004 valuable experience in Georgetown's Civil Litigation Bar admissions Clinic, where she assisted with the representation of 17 District of Columbia members of Congress. Jessica is also dedicated to the firm's pro bono efforts. She represents clients in criminal justice matters and has successfully obtained civil protection orders for victims of domestic violence. Latest thinking and upcoming events Publications "From Bridgegate to Wall Street: Kelly, Blaszczak, and the scope of insider trading liability"Page 218
Madeleine Bech Associate, San Francisco Madeleine Bech focuses her practice on civil and +1 415 374 2369, San Francisco madeleine.bech@hoganlovells.com intellectual property litigation. As an experienced writer and performer, she thrives on helping clients translate Practices complex technical concepts into compelling case Investigations, White Collar, and narratives. Fraud Litigation Services Madeleine also maintains an active pro bono practice focused on advocating for individuals in the criminal Education and admissions justice and immigration systems. In particular, she uses Education her many years of immigration experience to assist J.D., Prosser Prize, Refugee Law and unaccompanied minors seeking asylum and special Processes, University of California, immigrant juvenile status in the United States. Berkeley School of Law, 2019 B.A., cum laude, Northwestern Madeleine earned her J.D. from the University of University, 2007 California, Berkeley School of Law, where she was Bar admissions director of the moot court team and a member of the California Berkeley Restorative Justice Committee. As a student, she served as a judicial extern to the Honorable Languages Haywood S. Gilliam, Jr. in the U.S. District Court for the English Northern District of California. She also clerked in the felony division of the San Francisco Public Defender's Office. Prior to law school, Madeleine honed her advocacy skills writing visa petitions for people of "extraordinary ability" in the arts and sciences 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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