Canyon Bridge Fund I, LP v. Wave Computing, Inc.

I. BACKGROUND

1 Wave was a privately-held startup company specializing in dataflow processor 2 technology. ER-A0093. Its largest shareholder was Tallwood. Id. Canyon Bridge was a 3 creditor and interest holder in Wave, and its most senior claims in the Plan were in Class 7. 4 See Gribble decl. (dkt. 16-1) ¶ 3 & Ex. B). 5 On April 27, 2020, Wave and its six direct and indirect subsidiaries filed for 6 bankruptcy under chapter 11. ER-A0002-19. In September 2020, Wave began marketing 7 its assets through a months-long sale process by Armory Securities LLC. ER-A0591. 8 Wave also pushed forward a plan of reorganization supported by Tallwood, which held 9 pre- and post-petition debt in Wave as well as equity. See SER-SA00308-86 (Joint 10 Chapter 11 Plan); ER-A0595-687 (Sixth Amended Plan). If its assets received bids in 11 excess of $52.5 million, Wave would proceed to an auction to market test the value of the 12 estate. ER-A0458-59, 592. The auction began on December 21, 2020, and a third-party 13 stalking horse bidder bid $57.5 million and Tallwood bid $61.3 million. SER-SA1019-22, 14 1067-68. Tallwood’s winning $61.3 million bid included several modifications as a…