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Full title: Final Application for Compensation of Affeld Grivakes for Wave Computing, Inc., Debtor's Attorney, Fee: $15,795, Expenses: $0. Filed by Attorney Christopher Grivakes (Attachments: # 1 Declaration of Christopher Grivakes) (Grivakes, Christopher) (Entered: 03/18/2021)

Document posted on Mar 17, 2021 in the bankruptcy, 14 pages and 2 tables.

Bankrupt11 Summary (Automatically Generated)

UK) Limited, Imaginatio28 1 Affeld Grivakes LLP (“Affeld” or the “Firm”) hereby submits its (i) third monthly fe2 statement (“Monthly Fee Statement”) for allowance and payment of compensation for profession3 services rendered and reimbursement of expenses incurred for the period from August 1, 2020 to an4 including November 24, 2020 (the “Monthly Fee Period”) and (ii) final fee application (the “Final Fe 5 Application”) for allowance and payment of compensation for professional services rendered an6 reimbursement of expenses incurred for the period from May 18, 2020 to and including November 27 2020 (the “Final Fee Period”), in connection with the Firm’s representation of Wave Computing, In8 and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in the abov9 captioned chapter 11 cases (the “Chapter 11 Cases”). 10 By this Monthly Fee Statement, Affeld requests interim allowance of $15,795 and payment o11 $12,636 (80% of $15,795) as compensation for professional services rendered to the Debtors durin12 the Monthly Fee Period and interim allowance and payment of $0 as reimbursement for actual an13 necessary expenses incurred by Affeld in connection with the rendition of such professional service14 during the Monthly Fee Period.15 Annexed as Exhibit 1 is the name of each Affeld professional who performed services for th16 Debtors in connection with these Chapter 11 Cases during the Monthly Fee Period and the hourly rat17 and total fees for each such professional during the Monthly Fee Period.[Docket No. ] (“Retention Order”24 Affeld Grivakes LLP (“Affeld”), as counsel to Debtors, hereby submits its third monthly fee stateme25 (the “Monthly Fee Statement”) for allowance and payment of compensation for professional service26 rendered and for reimbursement of actual and necessary expenses incurred for the period from Augu27 The following is a summary of th16 significant professional services rendered by Affeld during the Compensation Period, organized i17 accordance with Affeld’s internal system of project or work codes: 18 Annexed as Exhibit 1 is the name of each professional who performed services for the Debtors i19 connection with these Chapter 11 Cases during the Fee Period covered by this Fee Statement and th20 hourly rate and total fees for each professional from May 18 through and including May 31, 2020.

List of Tables

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1 AFFELD GRIVAKES LLP Christopher Grivakes (SBN 127994) 2 (cg@agzlaw.com) Damion Robinson (SBN 262573) 3 (dr@agzlaw.com) 2049 Century Park East, Ste. 2460 4 Los Angeles, CA 90067 Telephone: (310) 979-8700 5 Facsimile: (310) 979-8701 6 Conflicts Counsel for Debtors and Debtors 7 in Possession 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN JOSE DIVISION 12 13 In re: ) Case No. 20-50682 (MEH) ) Chapter 11 (Jointly Administered) 14 WAVE COMPUTING, INC., et al., ) Debtors.1 ) AFFELD GRIVAKES LLP’S (1) 15 ) THIRD MONTHLY FEE ) STATEMENT FROM AUGUST 1, 16 ) 2020 THROUGH AND INCLUDING ) NOVEMBER 24, 2020, AND (2) 17 ) FINAL FEE APPLICATION FOR ) THE PERIOD OF MAY 18, 2020 TO 18 NOVEMBER 24, 2021 ) ) 19 Objection Deadline: April 5, 2021, ) 10:00 a.m. (Pacific Time) 20 ) ) Hearing Scheduled 21 ) Date: April 15, 2021 ) Time: 10:00 a.m. (Pacific Time) 22 ) Judge: Hon Elaine M. Hammond ) Hearing via Zoom 23 ) 24 25 26 27 1 The post-effective date debtors (the “Reorganized Debtors”) in these chapter 11 cases are WavComputing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave Computing (UK) Limited, Imaginatio28

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1 Affeld Grivakes LLP (“Affeld” or the “Firm”) hereby submits its (i) third monthly fe2 statement (“Monthly Fee Statement”) for allowance and payment of compensation for profession3 services rendered and reimbursement of expenses incurred for the period from August 1, 2020 to an4 including November 24, 2020 (the “Monthly Fee Period”) and (ii) final fee application (the “Final Fe 5 Application”) for allowance and payment of compensation for professional services rendered an6 reimbursement of expenses incurred for the period from May 18, 2020 to and including November 27 2020 (the “Final Fee Period”), in connection with the Firm’s representation of Wave Computing, In8 and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in the abov9 captioned chapter 11 cases (the “Chapter 11 Cases”). 10 By this Monthly Fee Statement, Affeld requests interim allowance of $15,795 and payment o11 $12,636 (80% of $15,795) as compensation for professional services rendered to the Debtors durin12 the Monthly Fee Period and interim allowance and payment of $0 as reimbursement for actual an13 necessary expenses incurred by Affeld in connection with the rendition of such professional service14 during the Monthly Fee Period. 15 Annexed as Exhibit 1 is the name of each Affeld professional who performed services for th16 Debtors in connection with these Chapter 11 Cases during the Monthly Fee Period and the hourly rat17 and total fees for each such professional during the Monthly Fee Period. 18 Annexed as Exhibit 2 is a summary of hours expended by such professionals during th19 Monthly Fee Period by task code. 20 Attached as Exhibit 3 are the detailed time entries for the Monthly Fee Period. 21 In accordance with the Order Granting Debtors’ Motion Pursuant to 11 U.S.C. §§ 331 an22 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for Interim Compensatio23 Reimbursement of Expenses of Professionals, dated June 18, 2020 [Docket No. 252] (the “Interi24 Compensation Procedures Order”), responses or objections to this Monthly Fee Statement, if any, mu25 be filed and served on or before 4:00 p.m. (Pacific Time) on the 21st day (or the next business da26 if such day is not a business day) following the date the Monthly Fee Statement is filed and serve27 2

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1 (the “Objection Deadline”). 2 Upon the expiration of the Objection Deadline, Affeld may file a certificate of no objectio3 with the Court with respect to any fees and expenses not subject to an objection, after which th 4 Debtors shall be authorized and directed to pay Affeld 80% of the fees and 100% of the expenses n5 subject to an objection. 6 This Monthly Fee Application and Final Fee Application are based upon the contents hereo7 the exhibits hereto, the declaration of Christopher Grivakes to be submitted, the pleadings, papers, an8 records on file in this case, and any evidence or argument that the Court may entertain at the time 9 the hearing on the Monthly Fee Application and Final Fee Application. 10 I. 11 BACKGROUND 12 A. General Background 13 On April 27, 2020 (the “Petition Date”), the Debtors commenced the above-captioned case14 by filing voluntary petitions for relief under chapter 11 of Title 11 of the United States Code (th15 “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Californi16 San Jose Division (the “Court”). 17 On May 11, 2020, the Debtors filed the Application of Debtors Pursuant to 11 U.S.C. § 327(a18 and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ Affeld Grivakes LLP a19 Counsel to the Debtors and Debtors in Possession Effective as of the Petition Date [Docket No. 20 (“Retention Application”). The Retention Application was granted by the Court’s Order Approvin21 Application of Debtors Pursuant to 11 U.S.C. § 327(a) and Fed. R. Bankr. P. 2014(a) and 2016 fo22 Authority to Retain and Employ Affeld Austin LLP as Counsel to the Debtors and Debtors i23 Possession Effective as of the Petition Date, dated June 5, 2020 [Docket No. ] (“Retention Order”24 Affeld Grivakes LLP (“Affeld”), as counsel to Debtors, hereby submits its third monthly fee stateme25 (the “Monthly Fee Statement”) for allowance and payment of compensation for professional service26 rendered and for reimbursement of actual and necessary expenses incurred for the period from Augu27 3

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1 1, 2020 to and including November 24, 2020 (the “Monthly Fee Period”) pursuant to the Orde 2 Granting Debtors’ Motion Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 fo 3 Authority to Establish Procedures for Interim Compensation Reimbursement of Expenses 4 Professionals, dated June 18, 2020 [Docket No. 252] (the “Interim Compensation Procedures Order” 5 B. Brief Chapter 11 Case History 6 The Debtors commenced these Chapter 11 Cases with the goal of maximizing value, both i7 terms of the recovery to prepetition stakeholders and the go-forward potential of the business, vi8 either a restructuring of the Debtors’ balance sheet through a chapter 11 plan of reorganization (9 “Restructuring”) or a sale of substantially all of the Debtors’ assets (a “Sale”). Affeld’s services t10 the Debtors benefited the Debtors’ estates by handling conflicts matters involving Silicon Valle11 Bank, Ali Baba and Level 3 Communications and analyzing potential claims against a third party. 12 II. 13 SERVICES RENDERED 14 As described above, during the Compensation Period, Affeld rendered substantial profession15 services to the Debtors in connection with conflicts matters. The following is a summary of th16 significant professional services rendered by Affeld during the Compensation Period, organized i17 accordance with Affeld’s internal system of project or work codes: 18 Annexed as Exhibit 1 is the name of each professional who performed services for the Debtors i19 connection with these Chapter 11 Cases during the Fee Period covered by this Fee Statement and th20 hourly rate and total fees for each professional from May 18 through and including May 31, 2020. 21 Annexed as Exhibit 2 is a summary of hours summary of hours during the Fee Period by task fro22 May 18 through and including May 31, 2020. 23 Attached as Exhibit 3 are the detailed time entries for the Fee Period from May 18 through an24 including May 31, 2020. 25 26 27 4

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1 II. 2 THE FEES AND EXPENSES REQUESTED SHOULD BE AWARDED BASED UPON APPLICABLE LAW 3 4 The fees and expenses requested by this Application are an appropriate award for Affeld’5 services in acting as counsel to the Debtors. 6 A. Evaluation of Requests for Compensation 7 Pursuant to section 330 of the Bankruptcy Code, the Court may award to a professional perso8 reasonable compensation for actual, necessary services rendered, and reimbursement for actua9 necessary expenses incurred. Pursuant to section 331 of the Bankruptcy Code, the Court may awar10 interim compensation and reimbursement to a professional. As set forth above, the fees for which th11 Firm requests compensation and the costs incurred for which the Firm requests reimbursement are fo12 actual and necessary services rendered and costs incurred. 13 In determining the amount of allowable fees under section 330(a) of the Bankruptcy Cod14 courts are to be guided by the same “general principles” as are to be applied in determining award15 under the federal fee-shifting statutes, with “some accommodation to the peculiarities of bankruptc16 matters.” Burgess v. Klenske (In re Manoa Finance Co., Inc.), 853 F.2d 687, 691 (9th Cir. 1988). 17 In assessing the propriety of an award of attorneys’ fees, twelve factors relevant to determinin18 such fees were identified in Johnson v. Georgia Highway Express, Inc., 488 F.2d 714, 717-719 (5t19 Cir. 1974, a Title VII class action case under the Civil Rights Act of 1964, 42 U.S.C. § 2000 et seq20 and Kerr v. Screen Extras Guild, Inc., 526 F.2d 67, 70 (9th Cir. 1975), cert. denied, 425 U.S. 9521 (1976): (1) the time and labor required, (2) the novelty and difficulty of the questions, (3) the ski22 requisite to perform the service properly, (4) the preclusion of other employment by the profession23 due to acceptance of the case, (5) the customary fee, (6) whether fee is fixed or contingent, (7) tim24 limitations imposed by the client or the circumstances, (8) the amount involved and the result25 obtained, (9) the experience, reputation, and ability of the professionals, (10) the undesirability of th26 case, (11) the nature and length of the professional relationship with the client, and (12) awards i27 5

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1 similar cases. See American Benefit Life Ins. Co. v. Baddock (In re First Colonial Corp. of America2 544 F.2d 1291 (5th Cir. 1977) (Johnson criteria applicable in bankruptcy cases). 3 The time for which compensation is sought is detailed in the Firm’s invoices annexed a4 exhibits to each of Affeld’s prior monthly fee statements and to this Monthly Fee Statement and Fin 5 Fee Application as Exhibit 4. Affeld’s services and time expenditures are reasonable in light of th6 labor required and outcome achieved in these Chapter 11 Cases. The Firm’s charges for it7 professional services are based upon the time, nature, extent, and value of such services and the co8 of comparable services in the Los Angeles area, other than in a case under the Bankruptcy Code. Th9 compensation the Firm seeks by way of this Application is the customary compensation commonl10 sought by the Firm and other professionals representing trustees, committees, and debtors in simil11 circumstances. 12 B. Section 330(a)(3) Factors 13 Section 330(a)(3) of the Bankruptcy Code sets forth five factors to be considered by the Cour14 Although several of these factors, such as the time involved and the timeliness of Affeld’15 performance, were addressed above, Affeld believes two of the five factors should be discusse16 separately again here. 17 First, section 330(a)(3)(C) of the Bankruptcy Code requires that the professional services b18 necessary to the administration of, or beneficial at the time at which the service was rendered towar19 completion of, the case. Affeld believes the facts of this case make it evident that Affeld’s service20 were both necessary and beneficial to the Debtors’ estates. 21 Second, section 330(a)(3)(E) of the Bankruptcy Code requires the compensation to b22 reasonable based on customary compensation charged by comparably skilled practitioners in case23 other than cases under the Bankruptcy Code. Affeld believes its attorneys are skilled and hav24 performed well in this case, and that the fees charged by Affeld are commensurate with the fee25 charged by Affeld’s counterparts engaged in non-bankruptcy specialties of the law. 26 27 6

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1 C. Available Funds 2 Affeld understands that the Debtors’ estates have sufficient funds available for the payment 3 fees and costs requested herein. 4 III. 5 CONCLUSION 6 The compensation presently sought by Affeld is final relief. Neither Affeld, nor any partner7 or associates of the Firm, have any agreement or any understanding of any kind or nature to divid8 pay over, or share any portion of the fees to be awarded Affeld with any other person or attorne9 except among shareholders and associates of the Firm. 10 Affeld believes that the services rendered for which compensation is sought in this Applicatio11 have been beneficial to the Debtors’ estates, that the costs incurred have been necessary and prope12 and that the sums requested for the services rendered and the costs incurred are fair and reasonable. 13 WHEREFORE, Affeld respectfully requests that this Court (i) award a final allowance o14 compensation to the Firm in the amount of $, which sum represents compensation for legal service15 rendered in the amount of $ and reimbursement for expenses incurred in the amount of $0; (ii) dire16 payment by the Reorganized Debtors of the difference between the amounts allowed and any amount17 previously paid by the Debtors pursuant to the Interim Compensation Order; and (iii) grant such oth18 and further relief as may be appropriate under the circumstances. 19 20 21 22 23 24 25 26 27 7

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1 Dated: March 18, 2021 Respectfully submitted, AFFELD GRIVAKES LLP 2 /s/ Christopher Grivakes 3 Christopher Grivakes 4 Attorneys for Debtors and Debtors in Possession 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 8

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1 EXHIBIT 1 PROFESSIONAL RATES & HOURS 2 AUGUST 1, 2020 THROUGH AND INCLUDING NOVEMBER 24, 2020 3
Table 1 on page 9. Back to List of Tables
Name Of
Professional
Position / Area
Of Practice /
Concentration
Year
Admitted
Grivakes,
Christopher
Partner/Conflicts
Counsel
1987
1 EXHIBIT 1 PROFESSIONAL RATES & HOURS 2 AUGUST 1, 2020 THROUGH AND INCLUDING NOVEMBER 24, 2020 3 1 EXHIBIT 1 PROFESSIONAL RATES & HOURS 2 AUGUST 1, 2020 THROUGH AND INCLUDING NOVEMBER 24, 2020 3 4 Position / Area Name Of Of Practice / Year Hourly Total Hours Total 5 Professional Concentration Admitted Rate ($) Billed Compensation ($) Grivakes, Partner/Conflicts 1987 650 24.3 15,795 6 Christopher Counsel Total 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
Table 2 on page 9. Back to List of Tables
Name Of
Professional
Position / Area
Of Practice /
Concentration
Year
Admitted
Grivakes,
Christopher
Partner/Conflicts
Counsel
1987
7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 EXHIBIT 2 COMPENSATION BY TASK CODE 2 AUGUST 1, 2020 THROUGH AND INCLUDING NOVEMBER 24, 2020 3
Table 1 on page 10. Back to List of Tables
Categories Total Hours
Billed
Total
Compensation ($)
Asset Sales 0.00 0.00
Assumption and Rejection of Leases and Contracts 0.00 0.00
Avoidance Action Analysis 0.00 0.00
Business Operations 0.00 0.00
Case Administration 0.00 0.00
Claims Administration and Objections 0.00 0.00
Corporate Governance and Board Matters 0.00 0.00
Employee Matters 0.00 0.00
Employment and Fee Applications (Sidley) 0.00 0.00
Employment and Fee Applications (Other) 0.00 0.00
Financing and Cash Collateral 0.00 0.00
First and Second Day Pleadings 0.00 0.00
General Case Strategy 0.00 0.00
Hearings and Court Matters 1.1 715
Litigation: Contested Matters and Adversary Proceedings 22.9 14,885
Meetings and Communications with Creditors 0.00 0.00
Meetings and Communications with Equity Holders 0.00 0.00
Meetings and Communications with Client 0.30 195
Non-Working Travel 0.00 0.00
Plan and Disclosure Statement 0.00 0.00
Real Estate 0.00 0.00
Relief from Stay and Adequate Protection 0.00 0.00
Tax Issues 0.00 0.00
U.S. Trustee Issues and Reporting 0.00 0.00
Total 24.3 15,795
18 19 20 21 22 23 24 25 26 27 28

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1 EXHIBIT 3 TIME DETAIL ENTRIES 2 AUGUST 1, 2020 THROUGH AND INCLUDING NOVEMBER 24, 2020 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 28

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AFFELD GRIVAKES LLP 2049 Century Park East, Suite 2460 Los Angeles, California 90067 (310) 979-8700 Telephone (310) 979-8701 Fax March 11, 2021 Invoice No. 210311-001 Wave Computing INVOICE FOR PROFESSIONAL SERVICES RENDERED Hours Description 24.3 Grivakes Time, $650.00 per Hour $15,795.00 TOTAL AMOUNT OF THIS BILL: $15,795.00

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GRIVAKES Time Date Description Time 8/13/2020 Review file materials and analysis of potential 7.8malpractice claims against former debtor's counsel, including with respect to licensing to CIP, WARN Act notice, and redemption of securities. 8/14/2021 Continue analysis of potential malpractice claims 3.2agaimst former debtor's counsel (2.9); confer with client re resules (0.3) 8/19/2020 Prepare first interim fee application, certification,notice, 1.1and revised notice re same. 8/31/2020 Call with Wave mgmt. re request for continuance of 0.2hearing; email to SVB counsel 9/3/2020 Emails to SVB counsel re continuance of hearing on 0.2motion to approve compromise re PPP funds. 9/4/2020 Review email re Canyon Bridge and motion to unseal 0.2documents. 9/8/2020 Telecon with client re continuing hearing date on motion 0.2to approve compromise re PPP; email to Committee counsel. 9/16/2020 Participate in hearing re interim fee application and re 0.8hearing on PPP funds. 9/28/2021 Prepareomnibus objection to proof of claimbyAli Baba 1.5and SCGC, and objection to proof of claim by Level 3, and supporting declarations; prepare notice of hearing. 10/1/2020 Email exchange with Ali Baba counsel re claims 0.1objections deadlines. 10/8/2020 Email with Ali Baba counsel re extending time to file 0.1response to objection to claim. 10/9/2020 Email with Ali Baba counsel re extending time to file 0.2response to objection to claim. 10/15/2020 Telecon with Ali Baba counsel re settlement of dispute. 0.210/16/2020 Emails with client and Ali Baba counsel re proposal to 0.2resolve claims. 10/20/2021 Prepare amended objection to proof of claim for Level 3 1.3and amended objection to proof of claim for Ali Baba.

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11/10/2021 Rreceipt andreview of Ali Baba response to objection to 3.5proof of claim; conduct legal research re: authorities cited in brief and commence preparation of reply brief. 11/11/2021 Continue and complete preparation of reply to Ali Bab 1.8response to objection to proof of claim. 11/20/2021 Prepare for and participate in hearing on objections to 1.1claims of Level 3 and Ali Baba 11/24/2021 Prepare order sustaining objection to proof of claim by 0.6Ali Baba; prepare order sustaining objection to proof of claim by Level 3 Total Grivakes Time: 24.3