HTML Document View

Full title: Supplemental Declaration of Samuel A. Newman in support of Supplemental Certification of Samuel A. Newman In Support of Sidley Austin LLPs (I) Tenth Monthly Fee Statement For The Period of February 1, 2021 To And Including February 26, 2021; And (II) Final Fee Application For The Period of April 27, 2020 To And Including February 26, 2021 For Allowance And Payment of Compensation And Reimbursement of Expenses (RE: related document(s)1275 Application for Compensation, 1282 Notice, 1283 Declaration). Filed by Debtor Wave Computing, Inc. (Newman, Samuel) (Entered: 03/31/2021)

Document posted on Mar 30, 2021 in the bankruptcy, 11 pages and 7 tables.

Bankrupt11 Summary (Automatically Generated)

As noted in the Initial Certification, Exhibit 8 to the Fee Application compares the blende21 hourly rate billed for all of Sidley’s domestic, non-bankruptcy timekeepers during the twelve-mont22 period ending January 31, 2021 (the “Non-Bankruptcy Blended Rate”) with the blended hourly rat23 billed by Sidley timekeepers to the Debtors in connection with the Chapter 11 Cases during the Fin24 Fee Period (the “Bankruptcy Estate Blended Rate”). 26 2 Sidley calculated the Non-Bankruptcy Blended Rate by dividing the standard value of the total hourbilled by Sidley’s domestic, non-bankruptcy timekeepers during the Comparable Period by the tot27 hours billed by such timekeepers during the Comparable Period.For the avoidance of doubt, thBankruptcy Estate Blended Hourly Rate and Non-Bankruptcy Blended Hourly Rate reflect firm-wid28 increases that took effect across all practice groups on January 1, 2021.25 26 2 Sidley calculated the Non-Bankruptcy Blended Rate by dividing the standard value of the total hourbilled by Sidley’s domestic, non-bankruptcy timekeepers during the Comparable Period by the tot27 hours billed by such timekeepers during the Comparable Period.For the avoidance of doubt, thBankruptcy Estate Blended Hourly Rate and Non-Bankruptcy Blended Hourly Rate reflect firm-wid28 increases that took effect across all practice groups on January 1, 2021.

List of Tables

Page 1

1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) Genevieve G. Weiner (SBN 254272) 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 Telephone: 213.896.6000 6 Facsimile: 213.896.6600 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 2021 McKinney Avenue, Suite 2000 11 Dallas, TX 75201 Telephone: 214.981.3300 12 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in Possession 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA 16 SAN JOSE DIVISION 17 In re: ) Case No. 20-50682 (MEH) 18 ) WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) 19 ) Reorganized Debtors.1 ) SUPPLEMENTAL CERTIFICATION 20 ) OF SAMUEL A. NEWMAN IN ) SUPPORT OF SIDLEY AUSTIN 21 ) LLP’S (I) TENTH MONTHLY FEE ) STATEMENT FOR THE PERIOD OF 22 ) FEBRUARY 1, 2021 TO AND ) INCLUDING FEBRUARY 26, 2021; 23 ) AND (II) FINAL FEE APPLICATION ) FOR THE PERIOD OF APRIL 27, 24 ) 2020 TO AND INCLUDING FEBRUARY 26, 2021 FOR 25 ) ALLOWANCE AND PAYMENT OF 26 1 The post-effective date debtors (the “Reorganized Debtors”) in these chapter 11 cases are Wav27 Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave Computing (UK) Limited, ImaginatioTechnologies, Inc., Caustic Graphics, Inc., and MIPS Tech, LLC. The Reorganized Debtors’ mailin28 address is 3201 Scott Blvd, Santa Clara, CA 95054.

Page 2

1 ) COMPENSATION AND ) REIMBURSEMENT OF EXPENSES 2 ) ) Related to Dkt. Nos.: 1275, 1282, 1283 3 ) Objection Deadline: April 5, 2021 ) 4 at 4:00 p.m. (Pacific Time) ) ) 5 Hearing Scheduled Via Zoom Video: ) Date: April 15, 2021 6 ) Time: 10:00 am (Pacific) ) 7 8 I, Samuel A. Newman, declare as follows: 9 1. The following facts are personally known to me, and if called to do so, I could and woul10 competently testify thereto. 11 2. I am a partner at the law firm of Sidley Austin LLP (“Sidley”), counsel for the pre-effectiv12 date debtors and debtors in possession (the “Debtors”) in the above-captioned chapter 11 cases (th13 “Chapter 11 Cases”). 14 3. On March 16, 2021, I submitted a certification (the “Initial Certification”) on behalf 15 Sidley in support of Sidley Austin LLP’s (I) Tenth Monthly Fee Statement for the Period of Februar16 1, 2021 to and Including February 26, 2021; and (II) Final Fee Application for the Period of Apr17 27, 2020 to and Including February 26, 2021 for Allowance and Payment of Compensation an18 Reimbursement of Expenses (the “Fee Application”) [Docket No. 1275].2 19 4. I submit this supplemental certification in further support of the Fee Application. 20 5. As noted in the Initial Certification, Exhibit 8 to the Fee Application compares the blende21 hourly rate billed for all of Sidley’s domestic, non-bankruptcy timekeepers during the twelve-mont22 period ending January 31, 2021 (the “Non-Bankruptcy Blended Rate”) with the blended hourly rat23 billed by Sidley timekeepers to the Debtors in connection with the Chapter 11 Cases during the Fin24 Fee Period (the “Bankruptcy Estate Blended Rate”). After the filing of the Fee Application and Initi25 Certification, Sidley discovered an error in the Non-Bankruptcy Blended Rate and in the tabl26 comparing the two rates. A corrected comparison of the Non-Bankruptcy Blended Rate and th 27 2 Capitalized terms used but not defined herein shall have the meaning ascribed to them in the FeApplication.

Page 3

1 Bankruptcy Estate Blended Rate is attached hereto as Exhibit A. As evidenced by this correcte2 comparison chart, Sidley does not charge a premium for bankruptcy related services as compared t3 other services. 4 6. Sidley discussed its rates, fees, and staffing with the Debtors at the outset of these Chapt5 11 Cases. Further, as the Chapter 11 Cases progressed, the Debtors, in consultation with Sidley an6 the other estate professionals, periodically revised the budget based on case developments. 7 summary of the budget for the Final Fee Period, as revised, and as compared to the fees and expense8 sought in the Fee Application is attached hereto as Exhibit B. Sidley and the Debtors estimated th 9 Sidley’s fees and expenses would be $7,692,212 and the fees and expenses sought for the Final Fe10 Period are within ten percent of that budgeted amount. 11 7. A summary of staffing for the Final Fee Period is attached hereto as Exhibit C. Attorney12 and paraprofessionals assigned to this matter were necessary to assist with the administration of th13 Chapter 11 Cases, preservation of the Debtors’ assets, and other matters described herein. Thes14 staffing needs were dynamic and fluctuated based on a number of factors, some of which can b15 unpredictable, such as the activities of other parties in interest. 16 I declare under penalty of perjury that the foregoing is true and correct. Executed this 31st da17 of March, 2021 at Manhattan Beach, California 18 19 /s/ Samuel A. Newman 20 Samuel A. Newman 21 22 23 24 25 26 27

Page 4

1 EXHIBIT A 2 CORRECTED CUSTOMARY AND COMPARABLE COMPENSATION DISCLOSURES 3 AND REDLINE 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

Page 5

1 CORRECTED CUSTOMARY AND COMPARABLE COMPENSATION DISCLOSURES 2 The blended hourly rate of the Sidley timekeepers (including both professionals anparaprofessionals) who have billed time to the bankruptcy estate during the Final Fee Period wa3 approximately $858.44 per hour (the “Bankruptcy Estate Blended Rate”).1 4 The blended hourly standard rate for all of Sidley’s domestic, non-bankruptcy timekeeper5 during the 12-month period ending January 31, 2021 (the “Comparable Period”) was, in the aggregatapproximately $935.00 (the “Non-Bankruptcy Blended Rate”).2 6 A detailed comparison of the Bankruptcy Estate Blended Rate and the Non-Bankruptc 7 Blended Rate is set forth in the chart below.
Table 1 on page 5. Back to List of Tables
Category of Timekeeper Bankruptcy Estate
Blended Rate
($)
Partner 1,244.04
Senior Counsel/Counsel 1,031.08
Associate
(4+ years experience)
834.80
Junior Associate
(1-3 years experience)
683.58
Paraprofessional 418.38
Aggregate 858.44
14 15 16 17 18 19 20 21 22 23 24 1 Sidley calculated the Bankruptcy Estate Blended Rate by dividing the total amount billed by Sidley’timekeepers to the Debtors during the Final Fee Period by the total hours billed by such timekeeper25 to the Debtors during the Final Fee Period. 26 2 Sidley calculated the Non-Bankruptcy Blended Rate by dividing the standard value of the total hourbilled by Sidley’s domestic, non-bankruptcy timekeepers during the Comparable Period by the tot27 hours billed by such timekeepers during the Comparable Period. For the avoidance of doubt, thBankruptcy Estate Blended Hourly Rate and Non-Bankruptcy Blended Hourly Rate reflect firm-wid28 increases that took effect across all practice groups on January 1, 2021.

Page 6

1 CUSTOMARY AND COMPARABLE COMPENSATION DISCLOSURES - REDLINE 2 The blended hourly rate of the Sidley timekeepers (including both professionals and paraprofessionals) who have billed time to the bankruptcy estate during the Final Fee Period was 3 approximately $858.44 per hour (the “Bankruptcy Estate Blended Rate”).1 The blended hourly standard rate for all of Sidley’s domestic, non-bankruptcy timekeepers during 4 the 12-month period ending January 31, 2021 (the “Comparable Period”) was, in the aggregate, approximately $680.17935.00 (the “Non-Bankruptcy Blended Rate”).2 5 A detailed comparison of the Bankruptcy Estate Blended Rate and the Non-Bankruptcy Blended 6 Rate is set forth in the chart below.
Table 1 on page 6. Back to List of Tables
Category of Timekeeper Bankruptcy Estate
Blended Rate
($)
Partner 1,271.901,244.04
Senior Counsel/Counsel 1,000.001,031.08
Associate
(4+ years experience)
921.21834.80
Junior Associate
(1-3 years experience)
570.00683.58
Paraprofessional 427.30418.38
Aggregate 680.17858.44
13 14 15 16 17 18 19 20 21 22 23 1 Sidley calculated the Bankruptcy Estate Blended Rate by dividing the total amount billed by Sidley’24 timekeepers to the Debtors during the Final Fee Period by the total hours billed by such timekeeperto the Debtors during the Final Fee Period. 25 26 2 Sidley calculated the Non-Bankruptcy Blended Rate by dividing the standard value of the total hourbilled by Sidley’s domestic, non-bankruptcy timekeepers during the Comparable Period by the tot27 hours billed by such timekeepers during the Comparable Period. For the avoidance of doubt, thBankruptcy Estate Blended Hourly Rate and Non-Bankruptcy Blended Hourly Rate reflect firm-wid28 increases that took effect across all practice groups on January 1, 2021.

Page 7

1 EXHIBIT B 2 COMPARISON OF BUDGETED TO ACTUAL FEES SOUGHT DURING THE 3 FINAL FEE PERIOD
Table 1 on page 7. Back to List of Tables
Final Fee Period Fees and Expenses
Budgeted ($)
April 27, 2020 to
and including
February 26, 2021
$7,692,212.00
1 EXHIBIT B 2 COMPARISON OF BUDGETED TO ACTUAL FEES SOUGHT DURING THE 3 FINAL FEE PERIOD 1 EXHIBIT B 2 COMPARISON OF BUDGETED TO ACTUAL FEES SOUGHT DURING THE 3 FINAL FEE PERIOD Difference Between 4 Budgeted and Actual Fees and Expenses Fees and Expenses Fees and Expenses 5 Final Fee Period Budgeted ($) Sought ($) Sought ($) April 27, 2020 to 6 and including $7,692,212.00 $8,320,694.49 (628,482.49) February 26, 2021 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
Table 2 on page 7. Back to List of Tables
Final Fee Period Fees and Expenses
Budgeted ($)
April 27, 2020 to
and including
February 26, 2021
$7,692,212.00
8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Page 8

1 EXHIBIT C 2 SUMMARY OF STAFFING
Table 1 on page 8. Back to List of Tables
Name of Professional Position / Area of Practice
Advani, Suresh Partner. Joined Sidley as Associate in 1992. Admitted to
Illinois State Bar in 1992.
Area of Practice: Tax
Axel, Douglas A. Partner. Joined Sidley as Partner in 2010. Admitted to
California State Bar in 1994.
Area of Practice: Litigation
Brody, Sara B. Partner. Joined Sidley as Partner in 2008. Admitted to
California State Bar in 1987.
Area of Practice: Litigation – Securities
Kansa, Ken Partner. Joined Sidley as Associate in 2008. Admitted to
Illinois State Bar in 1999.
Area of Practice: Restructuring
Miller, David Sr. Counsel. Joined Sidley as Partner in 1997. Admitted to
New York State Bar in 1976.
Area of Practice: Tax
Mendenhall, James Partner. Joined Sidley as Partner in 2007. Admitted to New
York State Bar in 1993.
Area of Practice: Litigation
Newman, Samuel A. Partner. Joined Sidley as Partner in 2019. Admitted to
California State Bar in 2001.
Area of Practice: Restructuring
Sekhon, Vijay S. Partner. Joined Sidley as Partner in 2015. Admitted to
California State Bar in 2006.
Area of Practice: Finance
Persons, Charles M. Partner. Joined Sidley as Counsel in 2019. Admitted to
Texas State Bar in 2007.
Area of Practice: Restructuring
Fronk, Stephen Partner. Joined Sidley as Counsel in 2009. Admitted to
California State Bar in 1996.
Area of Practice: Tax
Buese, Alexis M. Partner. Joined Sidley as Associate in 2008. Admitted to
California State Bar in 2008.
Area of Practice: Litigation
Silverman, Richard Partner. Joined Sidley as Associate in 2007. Admitted to
Illinois State Bar in 2007.
Area of Practice: Tax
Roberts, Katherine Partner. Joined Sidley as Associate in 2010. Admitted to
Illinois State Bar in 2008.
Area of Practice: Labor Employment
Bruce, Banks Partner. Joined Sidley as Associate in 2013. Admitted to
New York Bar State in 2008.
Area of Practice: Finance
Schwartz, Eric B. Partner. Joined Sidley as Associate in 2015. Admitted to
California State Bar in 2009.
Area of Practice: Litigation
Wood, James Partner. Joined Sidley as Partner in 2017. Admitted to Bar
Standards Board (UK) in 2000.
Area of Practice: M&A
Fraser, Bruce Partner. Joined Sidley as Partner in 2005. Admitted to 28

Page 9

Table 1 on page 9. Back to List of Tables
Name of Professional Position / Area of Practice
Area of Practice: Real Estate
Heyman, Scott J. Partner. Joined Sidley as Partner in 1997. Admitted to
Illinois State Bar in 1987.
Area of Practice: Tax
Rosemergy, Benjamin Partner. Joined Sidley as Associate in 2004. Admitted to
Illinois State Bar in 2004.
Area of Practice: M&A
Cunningham, Thomas Partner. Joined Sidley as Associate in 2001. Admitted to
Illinois State Bar in 1996.
Area of Practice: Litigation
Pryor, Kevin Partner. Joined Sidley as Associate in 1997. Admitted to
Illinois State Bar in 1997.
Area of Practice: Tax
Carpenter, David Partner. Joined Sidley as Associate in 2004. Admitted to
California State Bar in 2004.
Area of Practice: Litigation
Weiner, Genevieve G. Counsel. Joined Sidley as Counsel in 2019. Admitted to
California State Bar in 2007.
Area of Practice: Tax
Grau, Lauren Counsel. Joined Sidley as Associate in 2008. Admitted to
Texas State Bar in 2008.
Area of Practice: Tax
Chen, Ling Counsel/Senior China Advisor. Joined Sidley as Associate in
2002. Qualified as a lawyer in the People’s Republic of
China in 2002.
Area of Practice: M&A, Restructuring
Gumport, Anna Associate. Joined Sidley as Associate in 2010. Admitted to
California State Bar in 2010.
Area of Practice: Restructuring
Fernandez, Jennifer Associate. Joined Sidley as Associate in 2018. Admitted to
Maryland State Bar in 2010.
Area of Practice: Finance
Greenblatt, Nathan A. Associate. Joined Sidley as Associate in 2014. Admitted to
California State Bar in 2009.
Area of Practice: Intellectual Property
Kelly, S. Patrick Associate. Joined Sidley as Associate in 2011. Admitted to
California State Bar in 2011.
Area of Practice: Litigation
Walker, Matthew Associate. Joined Sidley as Associate in 2015. Admitted to
Texas State Bar in 2011.
Area of Practice: Energy
Talai, Andrew Associate. Joined Sidley as Associate in 2014. Admitted to
California State Bar in 2014.
Area of Practice: Litigation
Abdul-Jabbar, Mustafa Associate. Joined Sidley as Associate in 2020. Admitted to
Texas State Bar in 2016.
Area of Practice: Litigation
Friedman, Andrew Associate. Joined Sidley as Associate in 2019. Admitted to
New York State Bar in 2015.
Area of Practice: Investment Funds
Blufer, Elliott Associate. Joined Sidley as Associate in 2016. Admitted to
California State Bar in 2016.
Area of Practice: Technology & IP Transactions

Page 10

Table 1 on page 10. Back to List of Tables
Name of Professional Position / Area of Practice
Miller, Jeri Leigh Associate. Joined Sidley as Associate in 2020. Admitted to
Texas State Bar in 2016.
Area of Practice: Restructuring
Rea-Palmer, James Associate. Joined Sidley as Associate in 2019. Admitted to
Bar Standards Board (UK) in 2013.
Area of Practice: M&A
Stevenson, Andrew Associate. Joined Sidley as Associate in 2016. Admitted to
Illinois State Bar in 2016.
Area of Practice: Litigation
Dimri, Keshav Associate. Joined Sidley as Associate in 2017. Admitted to
Texas State Bar in 2017.
Area of Practice: Finance
Enfield, Nathan Associate. Joined Sidley as Associate in 2017. Admitted to
Illinois State Bar in 2017.
Area of Practice: Tax
Golesworthy, Carys Associate. Joined Sidley as Associate in 2017. Admitted to
District of Columbia State Bar in 2017.
Area of Practice: Litigation
Herron, TJ Associate. Joined Sidley as Associate in 2017. Admitted to
New York State Bar in 2018, District of Columbia State Bar
in 2019; and California State Bar in 2020.
Area of Practice: Litigation
Zhang, Cat Associate. Joined Sidley as Associate in 2017. Admitted to
California State Bar in 2017.
Area of Practice: Finance
Hoffman, Juliana Associate. Joined Sidley as Associate in 2019. Admitted to
Texas State Bar in 2017.
Area of Practice: Restructuring
Roth, Julia C. Philips Associate. Joined Sidley as Associate in 2019. Admitted to
California State Bar in 2019.
Area of Practice: Restructuring
Wheeler, Mattie Associate. Joined Sidley as Associate in 2019. Admitted to
District of Columbia State Bar in 2019.
Area of Practice: Litigation
Dorman, Chris Associate. Joined Sidley as Associate in 2019. Admitted to
Bar Standards Board (UK) in 2019.
Area of Practice: Tax
Hudson, Abigail Associate. Joined Sidley as Associate in 2019. Admitted to
California State Bar in 2019.
Area of Practice: Litigation
Lay, Kennison Associate. Joined Sidley as Associate in 2019. Admitted to
California State Bar in 2019.
Area of Practice: Restructuring
Richert, Joel L. Associate. Joined Sidley as Associate in 2019. Admitted to
California State Bar in 2020.
Area of Practice: Litigation
Danzeisen, Summer Associate. Joined Sidley as Associate in 2019. New York
State Bar admission is still pending.
Area of Practice: M&A and Private Equity
Jenka, Peter Associate. Joined Sidley as Associate in 2020. Admitted to
Texas State Bar in 2020.
Area of Practice: Finance
Christensen, JS Paralegal

Page 11

Table 1 on page 11. Back to List of Tables
Name of Professional Position / Area of Practice
Liu, Joanne Paralegal
Santos, Pamela Paralegal
Cade, Nancy P. Paralegal
Sheng, Yixuan Project Assistant
Richards, Honor Project Assistant
Truong, Suzanne Project Assistant
Stamatova, Diliana Project Assistant
Peel, Chris Project Assistant
Yu, Judy Project Assistant
7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27