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Full title: Supplemental Declaration of Sandeep Prabhakar in support of Supplemental Declaration of Sandeep Prabhakar in Support of Armory Securities, LLC's (I) Fourth Monthly Fee Statement for the Period of January 1, 2021 To and Including February 26, 2021; and (II) Final Fee Application for the Period From August 23, 2020 To and Including February 26, 2021 for Allowance and Payment of Compensation and Reimbursement of Expenses (RE: related document(s)1269 Application for Compensation). Filed by Debtor Wave Computing, Inc. (Miller, Jeri) (Entered: 04/14/2021)

Document posted on Apr 13, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

I am a Managing Director with Armory Securities, LLC (“Armory”), the investme6 banking division of Armory Group, LLC, a national investment banking and financial advisory fir7 with offices in Los Angeles, New York, Chicago, Boston, and Dallas.(ii) $20,000.00 in amounts held back pursuant to the ord16 granting interim compensation procedures [Docket No. 252] (the “Holdback Fees”); (iii) $100,000.017 in monthly fees for January and February 2021 (the “Monthly Fees”); and (iv) $1,532,693.30 in a sal18 fee (the “Sale Fee”) earned in connection with the confirmation of the Sixth Amended Joint Chapte19 11 Plan of Reorganization (the “Plan”).If any portion of Transaction Value is payable in the form of securities, the value of 6 such securities, for purposes of calculating our transaction fee, will be determined based on the average closing price for such securities for the 5 trading days prior to 7 the closing of the Transaction.In the case of securities that do not have an existing 8 public market, our Transaction Fee will be determined based on the fair market value of such securities as mutually agreed upon in good faith by the Company and Armory 9 Securities prior to the closing of the Transaction.Second, it is my understanding that the Engagement Letter entitles Armory to th2 higher of the two fees triggered in the event a transaction qualifies as both a restructuring and a sal3 Page 7 of the Engagement Letter provides: “[I]n the event that any single transaction or series 4 related transactions occurring substantially simultaneously would constitute a Restructuring and/or 5 Sale, Armory Securities shall receive only one transaction fee in respect of such transaction, whic6 shall be equal to the greater of the Restructuring Transaction Fee or Sale Fee as calculated i7 accordance with the terms of the Agreement . . . .”

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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) Genevieve G. Weiner (SBN 254272) 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 Telephone: 213.896.6000 6 Facsimile: 213.896.6600 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 2021 McKinney Avenue 11 Suite 2000 Dallas, TX 75201 12 Telephone: 214.981.3300 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in 14 Possession 15 UNITED STATES BANKRUPTCY COURT 16 NORTHERN DISTRICT OF CALIFORNIA 17 SAN JOSE DIVISION 18 19 In re: ) Case No. 20-50682 (MEH) ) 20 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) 21 Reorganized Debtors.1 ) SUPPLEMENTAL DECLARATION OF ) SANDEEP PRABHAKAR IN SUPPORT 22 ) OF ARMORY SECURITIES, LLC’S (I) ) FOURTH MONTHLY FEE STATEMENT 23 ) FOR THE PERIOD OF JANUARY 1, 2021 ) TO AND INCLUDING FEBRUARY 26, 24 ) 2021; AND (II) FINAL FEE ) APPLICATION FOR THE PERIOD 25 FROM AUGUST 23, 2020 TO AND 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’ mailinaddress is 3201 Scott Blvd, Santa Clara, CA 95054.

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1 ) INCLUDING FEBRUARY 26, 2021 FOR ) ALLOWANCE AND PAYMENT OF 2 ) COMPENSATION AND REIMBURSEMENT OF EXPENSES 3 Related to Docket No. 1269 4 I, Sandeep Prabhakar, being duly sworn, state the following under penalty of perjury: 5 1. I am a Managing Director with Armory Securities, LLC (“Armory”), the investme6 banking division of Armory Group, LLC, a national investment banking and financial advisory fir7 with offices in Los Angeles, New York, Chicago, Boston, and Dallas. I submit this supplement8 declaration on behalf of Armory Securities (this “Supplemental Declaration”) in support of th9 application (the “Application”)2 of Armory Securities, LLC for final allowance and payment o10 compensation and reimbursement of expenses for the period from August 23, 2020 to and includin11 February 26, 2021 (the “Fee Period”) and to address the basis for calculation of Armory’s tot12 compensation request. 13 2. Armory requested total compensation for the Fee Period in the amount 14 $1,882,693.30. This amount consists of (i) $230,000.00 in amounts previously approved and paid o15 an interim basis (the “Prior Monthly Fees”); (ii) $20,000.00 in amounts held back pursuant to the ord16 granting interim compensation procedures [Docket No. 252] (the “Holdback Fees”); (iii) $100,000.017 in monthly fees for January and February 2021 (the “Monthly Fees”); and (iv) $1,532,693.30 in a sal18 fee (the “Sale Fee”) earned in connection with the confirmation of the Sixth Amended Joint Chapte19 11 Plan of Reorganization (the “Plan”). 20 3. The Prior Monthly Fees were calculated by taking Armory’s monthly advisory fee 21 $50,000.00 and multiplying it by five months (i.e., August, September, October, November, an22 December of 2020). The Debtors held back a portion of the Prior Monthly Fees owed to Armor23 pending this Court’s approval of such fees on a final basis. The amount of Holdback Fees total24 $20,000.00. 25 26 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them i27 the Application. 2

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1 4. The Monthly Fees were calculated for January and February 2021. Although the Pla2 went effective two days prior to the end of February, such fees accrued on the monthly anniversary o3 the date of the Armory engagement letter (the “Engagement Letter”), which was February 23, 2024 Payment of these fees was not affected by the completion of the transaction as Section 3 of th5 Engagement Letter provides: “A termination of completion of a Transaction will not affect . . . th6 right of Armory Securities to receive any fees described in Section 2,” which includes the monthl7 advisory fee. 8 5. Finally, the Sale Fee was calculated according to the formula set forth in Section 2(9 of the Engagement Letter, which provides: “In the event the Company consummates a Sale during th10 Term . . . [Armory shall be entitled to] a cash transaction fee equal to two and one-half percent (2.5%11 of the aggregate Transaction Value of the transaction.” Section 2(d) further provides that such fe12 shall be “grossed up” to $500,000.00 in the event total fees under Section 2(d) do not equ13 $500,000.00. 14 6. Here, the “Transaction Value,” as such term is defined in the Engagement Letter, wa15 $61,307,732.00. The Transaction Value consisted of (i) the $52,107,732.00 valuation of the Debtor16 fourth amended plan of reorganization [Docket No. 846], which was the version of the Plan on file 17 the time of the December 21-22, 2020 auction (the “Auction”);3 (ii) the $7,200,000.00 in addition18 cash consideration provided in the Tallwood overbid at the Auction (the “Tallwood Overbid”);4 an19 (iv) the $2,000,000.00 of additional plan value attributable to improved financing terms and resolutio20 of certain claim as set forth in the Tallwood Overbid.5 21 7. The Engagement Letter defined Transaction Value as: 22 [T]he total value of all consideration (including cash, securities or other property) received or to be received, directly or indirectly, in connection with a Sale in respect 23 of the assets of the Company or the outstanding securities of the Company on a fully 24 diluted basis (treating any securities issuable upon the exercise of options, warrants 25 3 The pre-overbid valuation is acknowledged on page 10 of the Notice of Designation of SuccessfBidder and Backup Bidder [Docket No. 965] (the “Notice of Successful Bidder”). 26 4 The additional cash consideration is disclosed on page 10 of the Notice of Successful Bidder. 27 5 The increase in plan value is disclosed on page 7 of the Notice of Successful Bidder. 3

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1 or other convertible securities and any securities to be redeemed as outstanding, whether or not vested), plus the principal amount of any debt (including capitalized 2 leases) of the Company outstanding as of the closing date of a Sale or directly or indirectly assumed, refinanced or extinguished in connection with a Sale, and 3 amounts payable in connection with a Sale in respect of employment or consulting 4 agreements, agreements not to compete or similar arrangements. If the Sale takes the form of a recapitalization or similar transaction, "Transaction Value" will also 5 include the value of all shares retained by the shareholders of the acquired company. If any portion of Transaction Value is payable in the form of securities, the value of 6 such securities, for purposes of calculating our transaction fee, will be determined based on the average closing price for such securities for the 5 trading days prior to 7 the closing of the Transaction. In the case of securities that do not have an existing 8 public market, our Transaction Fee will be determined based on the fair market value of such securities as mutually agreed upon in good faith by the Company and Armory 9 Securities prior to the closing of the Transaction. Fees on amounts paid into escrow will be payable upon the establishment of such escrow. Fees relating to contingent 10 payments other than escrowed amounts, the portion of the Sale Fee attributable to such contingent consideration shall be paid to Armory Securities as at the same time 11 such contingent consideration is actually paid. 12 8. It is my understanding that, by this definition, Armory has a fair amount of flexibilit13 in calculating the value of the consideration owed, particularly with respect to (i) sales that take th14 form of a recapitalization or similar transaction; and (ii) the valuation of securities that do not have a15 existing public market, both of which apply in this case. Based on these considerations, Armor16 believes the Transaction Value, as originally reflected in the Notice of Successful Bidder and a17 increased by the Tallwood Overbid, is appropriate for the purpose of calculating Armory’s fee. 18 9. Finally, Armory determined that it was appropriate to use the Sale Fee formula set fort19 in Section 2(d) of the Engagement Letter, as opposed to the “Restructuring Transaction Fee” define20 in Section 2(e) for three reasons. 21 10. First, it is my opinion that the Plan constitutes a “Sale” as such term is defined in th22 Engagement Letter. The Plan was the direct result of the competitive bidding against a stalking hors23 purchase offer that took place at the Auction. Additionally, it canceled all of the voting securitie24 existing prior to confirmation and issued new securities to Tallwood on the Plan effective dat25 Accordingly, it is my belief that the Plan qualifies as a “Sale” as such term is used in the Engageme26 Letter. 27 4

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1 11. Second, it is my understanding that the Engagement Letter entitles Armory to th2 higher of the two fees triggered in the event a transaction qualifies as both a restructuring and a sal3 Page 7 of the Engagement Letter provides: “[I]n the event that any single transaction or series 4 related transactions occurring substantially simultaneously would constitute a Restructuring and/or 5 Sale, Armory Securities shall receive only one transaction fee in respect of such transaction, whic6 shall be equal to the greater of the Restructuring Transaction Fee or Sale Fee as calculated i7 accordance with the terms of the Agreement . . . .” Based on my reading of this provision, I believ8 that Armory was entitled to calculate the Sale Fee according to the formula set forth in Section 2(d). 9 12. Third, I believe that use of the formula set forth in Section 2(d) of the Engageme10 Letter for the calculation of the Sale Fee is consistent with the intention of both parties at the time the11 negotiated and executed the Engagement Letter. 12 Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is tru13 and correct to the best of my knowledge and belief. 14 15 Dated: April 14, 2021 Respectfully submitted, 16 Chicago, Illinois 17 /s/ Sandeep Prabhakar 18 Sandeep Prabhakar Managing Director 19 20 21 22 23 24 25 26 27 5

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