Final Order (I) Authorizing
- Date
- 2012-02-29
Summary
A final order, Doc 222, entered July 9, 2024 by Judge Brendan L. Shannon in the jointly administered Chapter 11 cases of Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware, relating to Docket Nos. 6, 85. It grants on a final basis the Debtors' motion to pay prepetition wages, salaries, other compensation and reimbursable expenses and to continue employee benefits programs. It bars payments to Insiders under bonus or incentive programs and payments outside the ordinary course without prior Court approval, and requires notice of program changes to the creditors' committee and the Ad Hoc Group. It modifies the automatic stay of section 362(a) for workers' compensation claims and makes payments subject to any DIP Order. The order is 6 pages.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
Case 24-11217-BLS Doc 222 Filed 07/09/24 Page 1 of 6
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., et al., 1 ) Case No. 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)
) Re: Docket Nos. 6, 85
FINAL ORDER (I) AUTHORIZING
THE DEBTORS TO (A) PAY PREPETITION
WAGES, SALARIES, OTHER COMPENSATION, AND
REIMBURSABLE EXPENSES AND (B) CONTINUE EMPLOYEE
BENEFITS PROGRAMS, AND (II) GRANTING RELATED RELIEF
Upon the motion (the “Motion”) 2 of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) for the entry of a final order (this “Final Order”), (a) authorizing the
Debtors (i) to pay undisputed prepetition wages, salaries, other compensation, and reimbursable
expenses on account of the Employee Compensation and Benefits and (ii) to continue employee
benefits programs in the ordinary course of business, including payment of certain undisputed
prepetition obligations related thereto; and (b) granting related relief, all as more fully set forth in
the Motion; and upon the First Day Declaration; and the United States District Court for the District
of Delaware has jurisdiction over this matter pursuant to 28 U.S.C. § 1334, which was referred to
the Court under 28 U.S.C. § 157 and the Amended Standing Order of Reference from the United
States District Court for the District of Delaware, dated February 29, 2012; and this Court having
1
The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495. A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may be
obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire. The
location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in these
chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.
Case 24-11217-BLS Doc 222 Filed 07/09/24 Page 2 of 6
found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found
that this Court may enter a final order consistent with Article III of the United States Constitution;
and this Court having found that venue of this proceeding and the Motion in this district is proper
pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in
the Motion is in the best interests of the Debtors’ estates, their creditors, and other parties in
interest; and this Court having found that the Debtors’ notice of the Motion and opportunity for a
hearing on the Motion were appropriate and no other notice need be provided; and this Court
having reviewed the Motion; and this Court having determined that the legal and factual bases set
forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings
had before this Court; and after due deliberation and sufficient cause appearing therefor, it is
HEREBY ORDERED THAT:
1. The Motion is granted on a final basis as set forth herein.
2. The Debtors are authorized, but not directed, to continue and/or modify, change,
and discontinue the Employee Compensation and Benefits Programs 3 and to implement new
programs, policies, and benefits, in the ordinary course of business during these chapter 11 cases
and without the need for further Court approval, subject to applicable law; provided, the Debtors
shall provide prompt written notice of any modifications, changes, discontinuances, and
implementations of such programs, policies, and benefits of the Employee Compensation and
Benefits Programs to the official committee of unsecured creditors (the “Committee”) and the Ad
Hoc Group. For the avoidance of doubt, nothing in this Final Order should be construed as
authorizing the Debtors to: (i) pay any amounts to Insiders on account of any bonus or incentive
3
For the avoidance of doubt, the term Employee Compensation and Benefits Program shall include the Workers’
Compensation Program.
2
Case 24-11217-BLS Doc 222 Filed 07/09/24 Page 3 of 6
programs; or (ii) make any payment on account of the Employee Compensation and Benefits
Programs that are outside the ordinary course of business without prior Court approval.
3. Notwithstanding anything to the contrary herein, the Debtors are authorized, but
not directed, to pay and honor prepetition and postpetition amounts related to the Employee
Compensation and Benefits Programs.
4. Nothing herein shall be deemed to authorize the payment of any amounts which
violates or implicates section 503(c) of the Bankruptcy Code; provided that nothing herein shall
prejudice the Debtors’ ability to seek approval of relief pursuant to section 503(c) of the
Bankruptcy Code at a later time.
5. Nothing in the Motion or in this Final Order (a) alters or amends the terms and
conditions of the Workers’ Compensation Program; 4 (b) relieves the Debtors of any of their
obligations under the Workers’ Compensation Program; (c) creates or permits a direct right of
action against an insurer or third party administrator where such right of action does not already
exist under applicable non-bankruptcy law; or (d) precludes or limits, in any way, the rights of any
insurer to contest and/or litigate the existence, primacy and/or scope of available coverage under
the Workers’ Compensation Program.
6. The automatic stay of section 362(a) of the Bankruptcy Code, if and to the extent
applicable, is hereby modified to the extent necessary to permit: (a) claimants to proceed with
their workers’ compensation claims (whether arising before or after the Petition Date) or direct
action claims in the appropriate judicial or administrative forum, (b) insurers and third party
administrators to handle, administer, defend, settle and/or pay workers’ compensation claims and
4
For the avoidance of doubt, the term Workers’ Compensation Program shall include all workers’ compensation
insurance policies issued or providing coverage at any time to the Debtors or their predecessors, whether expired,
current or prospective, and any agreements related thereto.
3
Case 24-11217-BLS Doc 222 Filed 07/09/24 Page 4 of 6
direct action claims, and (c) the Debtors to pay all undisputed prepetition amounts relating thereto
in the ordinary course of business. The notice requirements pursuant to Bankruptcy Rule 4001(d)
with respect to clause (a) are waived. This modification of the automatic stay pertains solely to
claims under the Workers’ Compensation Program and direct action claims.
7. The banks and financial institutions on which checks were drawn or electronic
payment requests made in payment of the prepetition obligations approved herein are authorized
to receive, process, honor, and pay all such checks and electronic payment requests when presented
for payment, and all such banks and financial institutions are authorized to rely on the Debtors’
designation of any particular check or electronic payment request as approved by this Final Order.
8. Nothing contained in the Motion or this Final Order, and no action taken pursuant
to the relief requested or granted (including any payment made in accordance with this Final
Order), is intended as or shall be construed or deemed to be: (a) an admission as to the amount,
validity or priority of, or basis for any claim against the Debtors under the Bankruptcy Code or
other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any other party in interest’s
right to dispute any claim on any grounds; (c) a promise or requirement to pay any particular claim;
(d) an implication, admission or finding that any particular claim is an administrative expense
claim, other priority claim or otherwise of a type specified or defined in the Motion or this Final
Order; (e) a request or authorization to assume, adopt, or reject any agreement, contract, or lease
pursuant to section 365 of the Bankruptcy Code; (f) an admission as to the validity, priority,
enforceability or perfection of any lien on, security interest in, or other encumbrance on property
of the Debtors’ estates; or (g) a waiver or limitation of any claims, causes of action or other rights
of the Debtors or any other party in interest against any person or entity under the Bankruptcy
Code or any other applicable law.
4
Case 24-11217-BLS Doc 222 Filed 07/09/24 Page 5 of 6
9. The Debtors are authorized, but not directed, to issue postpetition checks, or to
effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests
that are dishonored as a consequence of these chapter 11 cases with respect to prepetition amounts
owed in connection with the relief granted herein.
10. Nothing in the Motion or this Final Order waives or modifies the requirements of
the Restructuring Support Agreement, including, without limitation, the consent and consultation
rights contained therein; provided, however, that nothing in the Motion or this Final Order
constitutes Court approval of the Restructuring Support Agreement.
11. Notwithstanding anything to the contrary contained herein, any payment to be made
hereunder, and any authorization contained herein, shall be subject to any interim and final orders,
as applicable, approving the use of such cash collateral and/or the Debtors’ entry into any
postpetition financing facilities or credit agreement, and any budgets in connection therewith
governing any such postpetition financing and/or use of cash collateral (each such order, a “DIP
Order”). To the extent there is any inconsistency between the terms of the DIP Order and any
action taken or proposed to be taken hereunder, the terms of the DIP Order shall control.
12. Notice of the Motion as provided therein shall be deemed good and sufficient notice
of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied
by such notice.
13. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final
Order are immediately effective and enforceable upon its entry.
14. The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this Final Order in accordance with the Motion.
5
Case 24-11217-BLS Doc 222 Filed 07/09/24 Page 6 of 6
15. This Court retains jurisdiction with respect to all matters arising from or related to
the implementation, interpretation, and enforcement of this Final Order.
Dated: July 9th, 2024 BRENDAN L. SHANNON
Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
6
File and source
- File
- gov.uscourts.deb.193283.222.0.pdf
- Size
- 322,258 bytes
- SHA-256
- 33da0d932908b90cc15dd0e3d4a9ec2880c1e13382fcb22db1fe870b25fd1e5d
- Original
- PACER (login required)