First Interim Fee Application of Kirkland & Ellis LLP — In re Vyaire Medical, Inc. (Bankr. D. Del.)
- Date
- 2024-06-09
Summary
The First Interim Fee Application of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, attorneys for the debtors, filed November 13, 2024 as Doc 742 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware. It seeks $9,309,620.32 in compensation and $65,000.23 in expenses for the period from June 9, 2024 through August 31, 2024. The summary cover sheet lists prior monthly applications at Docket No. 489, Docket No. 604 and Docket No. 615, total compensation of $7,454,697.53 approved to date, and holdback fees of $1,854,922.79. It includes tables of hours and rates by attorney and paraprofessional, fees by project category, and an expense summary. The application closes by asking the court to award the fees and expenses and direct the debtors to pay them.
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 742 Filed 11/13/24 Page 1 of 42
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)
)
SUMMARY COVER SHEET TO THE FIRST
INTERIM FEE APPLICATION OF KIRKLAND & ELLIS LLP AND
KIRKLAND & ELLIS INTERNATIONAL LLP, ATTORNEYS FOR
THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE INTERIM
FEE PERIOD FROM JUNE 9, 2024 THROUGH AND INCLUDING AUGUST 31, 2024
Name of Applicant: Kirkland & Ellis LLP
Authorized to Provide Professional Services to: Debtors and Debtors in Possession
Date of Retention: August 5, 2024 effective as of June 9, 2024
Interim Period for which Compensation and June 9, 2024 through August 31, 2024
Reimbursement is Sought:
Interim Amount of Compensation Sought $9,309,620.32
as Actual, Reasonable and Necessary:2
Interim Amount of Expense Reimbursement $65,000.23
Sought as Actual, Reasonable, and Necessary:
Amount of Holdback Fees Sought $1,854,922.79
for Applicable Period:
Total Compensation Approved by $7,454,697.53
Interim Order to Date:
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
For the avoidance of doubt, the interim amount of compensation and the amount of holdback fees sought
include the reductions agreed upon with the Office of the United States Trustee (the “U.S. Trustee”).
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 2 of 42
This is a(n) monthly _X_ interim ___ final application.
This Fee Application includes approximately 23 hours and $25,000.00 in fees incurred in connection with
the preparation of K&E Fee Applications.
Prior Applications
Requested Approved
Date Filed;
Period Covered Fees Expenses Fees Expenses
Docket No.
8/30/2024
June 9, 2024 – June 30, $1,875,844.00 $25,041.09 $1,875,844.00 $25,041.09
Docket No. 489
2024
10/3/2024 July 1, 2024 – July 31,
$2,796,646.00 $33,951.83 $2,796,646.00 $33,951.83
Docket No. 604 2024
10/9/2024 August 1, 2024 – August
$2,794,772.80 $6,007.31 $2,782,207.53 $6,007.31
Docket No. 615 31, 2024
Total $7,467,262.80 $65,000.23 $7,454,697.53 $65,000.23
Summary of Hours by Attorney Billed In Interim Fee Period
Hourly
Hours Billed
Attorney Date of Billing Rate Fees Billed
Position Department In this
Name Admission In this In this Application
Application
Application
ECEB -
Rebecca H.
Associate Executive 2017 1,199.62 22.10 $26,511.50
Arnall
Compensation
Cooper Corporate -
Associate 2023 885.97 12.40 $10,986.00
Barghols General
ECEB –
Wes Benter Associate Labor/ 2019 1,575.00 0.50 $787.50
Employment
Technology &
Samantha
Associate IP 2019 1,345.00 7.00 $9,415.00
Bradley
Transactions
Chris Ceresa Associate Restructuring 2020 1,382.42 477.80 $660,521.00
Tiffani Chanroo Associate Restructuring 2021 1,319.21 328.20 $432,965.00
Kenny
Associate Restructuring 2023 907.69 150.00 $136,154.00
Chiaghana
Erica D. Clark Associate Restructuring 2019 1,595.00 104.90 $167,315.50
ECEB -
Dominique
Associate Executive 2020 1,127.38 2.10 $2,367.50
Collins
Compensation
Georgia Associate Litigation - 2021 1,185.00 0.90 $1,066.50
2
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 3 of 42
Hourly
Hours Billed
Attorney Date of Billing Rate Fees Billed
Position Department In this
Name Admission In this In this Application
Application
Application
Cooper-Dervan General
Joseph A. Litigation -
Associate 2021 1,210.21 12.10 $14,643.50
D’Antonio General
Jaina Desai Associate Restructuring 2023 937.86 519.60 $487,314.00
Technology &
Shareen
Associate IP 2018 1,265.00 2.00 $2,530.00
Dhillon
Transactions
Corporate -
Luke Finn Associate M&A/Private 2021 1,345.00 249.80 $335,981.00
Equity
Technology &
Justin M.
Associate IP 2022 1,081.81 93.70 $101,365.50
Garfinkle
Transactions
Emanuel Goetz Associate Taxation 2024 744.82 87.80 $65,395.00
Palmer
Associate Taxation 2023 965.54 172.60 $166,652.00
Gunderson
David Hackel Associate Restructuring 2023 1,009.02 155.90 $157,306.50
Corporate -
Yoonie Han Associate 2019 1,456.08 27.70 $40,333.50
Debt Finance
Liz Ji Associate Taxation 2021 1,225.21 28.70 $35,163.50
Olivia Corporate -
Associate 2023 1,048.72 52.90 $55,477.50
Kaufmann Healthcare
ECEB -
Sooah Kim Associate Employee 2022 1,066.55 19.40 $20,691.00
Benefits
Corporate -
Brian King Associate 2017 1,345.00 3.60 $4,842.00
Healthcare
Technology &
Maggie Kate
Associate IP 2021 1,229.94 70.30 $86,464.50
King
Transactions
Sabrina
Associate Restructuring 2023 901.18 298.90 $269,363.50
Lieberman
Savannah Antitrust/
Associate 2023 1,146.00 13.00 $14,898.00
Malnar-Cole Competition
Jennifer Litigation -
Associate 2022 1,037.50 6.00 $6,225.00
Mancini General
Rebecca J.
Associate Restructuring 2021 1,309.31 288.30 $377,475.50
Marston
Corporate -
Brandan
Associate M&A/Private 2021 1,345.00 118.30 $159,113.50
Matthews
Equity
Grant Corporate -
Associate 2023 815.00 2.00 $1,630.00
McClernon Healthcare
Ruan J. Corporate -
Associate 2022 1,059.47 96.60 $102,345.00
Meintjes Healthcare
3
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 4 of 42
Hourly
Hours Billed
Attorney Date of Billing Rate Fees Billed
Position Department In this
Name Admission In this In this Application
Application
Application
Julienne Corporate -
Associate 2023 822.66 16.70 $13,738.50
Miranda General
Corporate -
Jake Moeller Associate 2022 1,095.00 5.60 $6,132.00
General
Michael
Corporate -
William Associate 2022 978.60 10.00 $9,786.00
General
Morgan
Jai Mudhar Associate Restructuring 2020 1,324.56 27.40 $36,293.00
Corporate -
Trent Nachbar Associate M&A/Private 2022 1,228.10 151.10 $185,565.50
Equity
Corporate -
Dan O’Connor Associate M&A/Private 2021 1,323.73 235.10 $311,209.50
Equity
Sarah Osborne Associate Restructuring 2023 908.78 252.00 $229,012.00
Carolin Paus Associate Restructuring 2023 679.15 64.40 $43,737.00
D. Taylor Corporate -
Associate 2023 975.00 29.30 $28,567.50
Petersen General
Joseph Cermak Corporate -
Associate 2022 1,011.50 26.30 $26,602.50
Profancik Debt Finance
Joshua Raphael Associate Restructuring 2023 1,076.33 108.00 $116,244.00
Adrian Salmen Associate Restructuring 2021 1,202.51 80.80 $97,163.00
Seth Sanders Associate Restructuring 2021 1,140.59 115.60 $131,852.00
Florian
Associate Taxation 2023 750.00 1.50 $1,125.00
Schuette
Technology &
Scottie
Associate IP 2018 1,553.01 181.70 $282,181.50
Shermetaro
Transactions
Technology &
Daniel Shin Associate IP 2023 975.00 37.60 $36,660.00
Transactions
Litigation -
Noah Spector Associate 2021 1,184.29 77.40 $91,664.00
General
Environment -
Matt Swanson Associate 2021 1,329.00 3.50 $4,651.50
Transactional
Kyle Nolan
Associate Restructuring 2020 1,152.87 108.40 $124,971.00
Trevett
Josh Valletta Associate Restructuring 2023 975.00 0.30 $292.50
ECEB - Labor/
Paul Vasiloff Associate 2021 1,315.26 15.60 $20,518.00
Employment
Donatus Wang Associate Restructuring 2022 924.13 55.50 $51,289.00
Quin Wetzel Associate Restructuring 2023 892.82 106.50 $95,085.50
Ann-Kathrin
Associate Restructuring 2018 1,064.15 41.00 $43,630.00
Ziegler
Kon Partner Restructuring 2000 2,305.00 45.00 $103,725.00
4
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 5 of 42
Hourly
Hours Billed
Attorney Date of Billing Rate Fees Billed
Position Department In this
Name Admission In this In this Application
Application
Application
Asimacopoulos
Antitrust/
Marin Boney Partner 2008 1,885.00 2.50 $4,712.50
Competition
John G. Caruso Partner Real Estate 1992 2,115.00 8.60 $18,189.00
Corporate -
Adam Thomas
Partner M&A/Private 2013 1,995.00 10.40 $20,748.00
Clifford, P.C.
Equity
Technology &
Bernadette
Partner IP 2013 1,575.00 82.90 $130,567.50
Coppola
Transactions
Hannah
Partner Restructuring 2015 1,595.00 6.50 $10,367.50
Crawford
Antitrust/
Sion Davies Partner 2016 1,575.00 5.10 $8,032.50
Competition
Tabitha J. De Litigation -
Partner 2015 1,435.00 103.30 $148,235.50
Paulo General
Anthony M. Corporate -
Partner 2014 1,595.00 75.80 $120,901.00
Del Rio Healthcare
Michael Ehret Partner Taxation 2001 1,895.00 153.60 $291,072.00
Technology &
Emma L. Flett Partner IP 2009 2,115.00 5.40 $11,421.00
Transactions
Susan D.
Partner Restructuring 1988 1,600.00 6.10 $9,760.00
Golden
International
Luci Hague Partner 2015 1,575.00 0.40 $630.00
Trade
Corporate -
Kate Hardey Partner 2003 1,995.00 49.00 $97,755.00
Healthcare
Corporate -
Erik Hepler Partner 1990 2,115.00 0.20 $423.00
Debt Finance
Andrew Corporate -
Partner 2009 1,995.00 3.00 $5,985.00
Idrizovic, P.C. Debt Finance
Partha Kar Partner Restructuring 2002 2,305.00 19.10 $44,025.50
Litigation -
Sarah Kimmer Partner 2015 1,365.00 2.00 $2,730.00
General
Technology &
Daniel Lewis,
Partner IP 2008 1,910.00 31.70 $60,547.00
P.C.
Transactions
Mario International
Partner 1997 2,400.00 0.20 $480.00
Mancuso, P.C. Trade
Corporate -
Sean McClay Partner 2018 1,575.00 8.50 $13,387.50
Debt Finance
Mark McKane, Litigation -
Partner 1999 2,065.00 6.00 $12,390.00
P.C. General
Alisa Partner Litigation - 2015 1,595.00 52.90 $84,375.50
5
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 6 of 42
Hourly
Hours Billed
Attorney Date of Billing Rate Fees Billed
Position Department In this
Name Admission In this In this Application
Application
Application
Melekhina General
James Morgan Partner Taxation 2004 2,445.00 2.90 $7,090.50
Mavnick
Partner Taxation 2008 2,265.00 0.50 $1,132.50
Nerwal
ECEB -
Maureen D.
Partner Employee 1998 2,115.00 18.50 $39,127.50
O’Brien
Benefits
Rakesh Patel Partner Taxation 2000 1,665.00 2.50 $4,162.50
Evangelia ECEB - Labor/
Partner 2016 1,575.00 26.10 $41,107.50
Podaras Employment
ECEB -
Scott D. Price,
Partner Executive 1998 2,245.00 2.90 $6,510.50
P.C.
Compensation
William T. Litigation -
Partner 2004 1,695.00 0.80 $1,356.00
Pruitt General
Jay M. Ptashek, Corporate -
Partner 1993 2,245.00 2.00 $4,490.00
P.C. Debt Finance
ECEB - Labor/
Risa Salins Partner 2002 2,115.00 21.10 $44,626.50
Employment
Yusuf Salloum Partner Restructuring 2018 1,595.00 157.20 $250,734.00
Corporate -
Anna
Partner Capital 2002 1,315.00 7.20 $9,468.00
Schwander
Markets
Technology &
Noah Shier Partner IP 2017 1,575.00 9.50 $14,962.50
Transactions
Corporate -
Jessica H. Sicsu Partner M&A/Private 2002 1,745.00 0.70 $1,221.50
Equity
Josh Sussberg,
Partner Restructuring 2004 2,305.00 7.10 $16,365.50
P.C.
Paul D. Tanaka, Environment -
Partner 2003 2,115.00 16.30 $34,474.50
P.C. Transactional
Michael D. Antitrust/
Partner 2010 1,695.00 0.60 $1,017.00
Thorpe Competition
Corporate -
Steve Toth Partner M&A/Private 2005 1,820.00 332.50 $605,150.00
Equity
Sarah
Partner Restructuring 2004 1,575.00 5.30 $8,347.50
Ullathorne
Nicholas
Partner Taxation 2017 1,665.00 137.70 $229,270.50
Warther
Cristina
Partner Restructuring 2005 1,665.00 21.50 $35,797.50
Weidner
Dennis Partner Corporate - 2008 2,025.00 1.50 $3,037.50
6
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 7 of 42
Hourly
Hours Billed
Attorney Date of Billing Rate Fees Billed
Position Department In this
Name Admission In this In this Application
Application
Application
Williams Healthcare
Spencer A.
Partner Restructuring 2013 1,685.00 281.70 $474,664.50
Winters, P.C.
Sara B.
Partner Taxation 2003 2,445.00 69.60 $170,172.00
Zablotney, P.C.
Totals 6,980.30 $9,146,016.00
Summary of Hours by Paraprofessionals Billed In Interim Fee Period
Hourly
Hours Billed
Professional Billing Rate Fees Billed
Position Department In this
Name In this In this Application
Application
Application
Junior Litigation -
Stephanie Choi 355.00 58.60 $20,803.00
Paralegal General
Georgia Junior
Restructuring 355.00 0.50 $177.50
Meadow Paralegal
Technology &
Ashley Brittanie Junior
IP 355.00 0.70 $248.50
Miller Paralegal
Transactions
Junior
Tanzila Zomo Restructuring 355.00 65.90 $23,394.50
Paralegal
Technology &
Lauren Austgen Paralegal IP 435.00 1.50 $652.50
Transactions
Amy Donahue Paralegal Restructuring 525.00 38.20 $20,055.00
Julia R. Foster Paralegal Restructuring 525.00 66.30 $34,807.50
Litigation -
Angela Leonard Paralegal 625.00 26.90 $16,812.50
General
Technology &
Michelle L.
Paralegal IP 625.00 51.00 $31,875.00
Nowicki
Transactions
Robert Orren Paralegal Restructuring 625.00 0.50 $312.50
Corporate -
Henry Rosas Paralegal 625.00 0.50 $312.50
Debt Finance
Technology &
Barbara M.
Paralegal IP 435.00 3.80 $1,653.00
Siepka
Transactions
Technology &
Hayley Smith Paralegal IP 625.00 2.00 $1,250.00
Transactions
Technology &
Rob Soneson Paralegal 625.00 10.00 $6,250.00
IP
7
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 8 of 42
Hourly
Hours Billed
Professional Billing Rate Fees Billed
Position Department In this
Name In this In this Application
Application
Application
Transactions
Michael Y. Support Conflicts
395.00 24.00 $9,480.00
Chan Staff Analysis
Matthew Support Conflicts
340.00 5.00 $1,700.00
Cooper Staff Analysis
Support Conflicts
Marta Dudyan 340.00 25.00 $8,500.00
Staff Analysis
Shaun Patrick Support Presentation
495.00 4.30 $2,128.50
Kelly Staff Design
Support Conflicts
Eric Nyberg 340.00 22.50 $7,650.00
Staff Analysis
Totals for Paraprofessionals 407.20 $188,062.50
Interim Compensation By Project Category
Matter
Project Category Description Total Hours Total Fees
Number
4 Chapter 11 Filing 429.70 $468,189.00
5 Corporate & Governance Matters 127.50 $142,227.00
6 Disclosure Statement, Plan, and Confirmation 272.00 $280,303.00
7 DIP Financing and Cash Collateral 281.70 $358,618.50
8 Cash Management 4.60 $5,548.00
9 Automatic Stay Issues 3.10 $3,069.50
Asset Sales/Section 363 Issues: Use, Sale and
10
Disposition of Property
3,882.40 $5,242,847.00
11 Executory Contracts and Unexpired Leases 70.70 $78,689.50
12 Business Operations 103.20 $118,732.50
13 Claims Administration 55.70 $58,921.50
14 Schedules and Statements (SOFAs) 86.60 $104,485.00
15 Creditor and Stakeholder Communications 32.30 $32,215.50
16 U.S. Trustee Matters and Communication 31.90 $38,906.50
17 Hearings 28.00 $39,653.00
18 Insurance and Surety Matters 5.40 $5,713.00
19 Utilities 17.10 $18,139.50
20 Tax Matters 645.70 $946,173.00
21 Case Administration 327.10 $327,834.00
22 Retention – K&E 332.90 $314,096.00
8
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 9 of 42
Matter
Project Category Description Total Hours Total Fees
Number
23 Retention – Non-K&E 142.80 $152,778.50
24 Vendor Matters 54.80 $60,255.00
25 Litigation 237.50 $256,302.50
27 Non-Working Travel 33.30 $46,201.50
28 Creditors’ Committee Matters 104.60 $118,611.00
29 Employee and Labor Matters 76.90 $115,569.00
Total 7,387.50 $9,334,078.50
9
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 10 of 42
Interim Expense Summary
Unit Cost
Expense Vendor (if any) Amount
(if applicable)
Third Party Telephone Charges $0
Standard Copies or Prints Kirkland & Ellis LLP $0.10 $467.70
Tabs/Indexes/Dividers Kirkland & Ellis LLP $0
Color Copies or Prints $1,161.60
Scanned Images Kirkland & Ellis LLP $0
Local Transportation $855.10
Travel Expense $3,961.94
Airfare $4,803.29
Transportation to/from airport $1,904.94
Travel Meals $369.65
Court Reporter Fee/Deposition $72.90
Filing Fees $0
Other Court Costs and Fees $32,208.66
Working Meals/K&E Only $1,046.19
Outside Retrieval Service $2,357.56
Computer Database Research $1,940.62
Westlaw Research $5,484.51
LexisNexis Research $684.41
Overtime Transportation $1,122.65
Overtime Meals - Attorney $1,063.78
Secretarial Overtime Kirkland & Ellis LLP $0
Document Services Overtime Kirkland & Ellis LLP $0
Rental Expenses $5,142.16
Overnight Delivery – Hard $242.67
Computer Database Research - Soft $109.90
Total $65,000.23
10
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 11 of 42
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)
)
FIRST INTERIM FEE APPLICATION OF KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP, ATTORNEYS FOR
THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE INTERIM FEE PERIOD
FROM JUNE 9, 2024 THROUGH AND INCLUDING AUGUST 31, 2024
Kirkland & Ellis LLP and Kirkland & Ellis International LLP (together, “K&E”),
attorneys for the above-captioned debtors and debtors in possession (collectively, the “Debtors”),
hereby submits its first interim fee application (the “Fee Application”) for allowance of
compensation for professional services provided in the amount of $9,309,620.32 and
reimbursement of actual and necessary expenses in the amount of $65,000.23 that K&E incurred
for the period from June 9, 2024 through August 31, 2024 (the “Fee Period”).2 In support of this
Fee Application, K&E submits the declaration of Spencer A. Winters, president of Spencer A.
Winters, P.C., a partner of K&E, (the “Winters Declaration”), which is attached hereto as
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 have the meaning ascribed to them in the Joint Chapter 11
Plan of Vyaire Medical, Inc. and its Debtor Affiliates [Docket No. 581] (the “Plan”), the Motion of Debtors for
Entry of an Order (I) Approving the Adequacy of the Disclosure Statement on an Interim and Final Basis,
(II) Scheduling a Combined Disclosure Statement Approval and Plan Confirmation Hearing, (III) Approving
the Solicitation and Notice Procedures, (IV) Approving the Combined Hearing Notice, and (V) Grating Related
Relief [Docket No. 520] (the “Disclosure Statement Motion”) and the Disclosure Statement for the Joint
Chapter 11 Plan of Vyaire Medical, Inc. and its Debtor Affiliates [Docket No. 582] (the “Disclosure
Statement”), as applicable.
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 12 of 42
Exhibit A and incorporated by reference. In further support of this Fee Application, K&E
respectfully states as follows.
Jurisdiction and Venue
1. 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 United States Bankruptcy
Court for the District of Delaware (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. The Debtors confirm their consent, pursuant to rule 9013-1(f) of the
Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware (the “Local Rules”), to the entry of a final order by the Court in connection
with this Fee Application to the extent that it is later determined that the Court, absent consent of
the parties, cannot enter final orders or judgments in connection herewith consistent with Article
III of the United States Constitution.
2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The bases for the relief requested herein are sections 330 and 331 of title 11 of the
United States Code (the “Bankruptcy Code”), rule 2016 of the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy Rules”), rule 2016 of the Local Rules, and the Order (I)
Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained
Professionals and (II) Granting Related Relief [Docket No. 218] (the “Interim Compensation
Order”).
Background
4. On June 9, 2024, (the “Petition Date”), Vyaire Medical, Inc. and certain of its
subsidiaries filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The
Debtors are operating their businesses and managing their properties as debtors-in-possession
2
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 13 of 42
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On June 11, 2024, the Court
entered an order [Docket No. 84] authorizing the joint administration and procedural
consolidation of the Debtors’ chapter 11 cases pursuant to Bankruptcy Rule 1015(b). No request
has been made for the appointment of a trustee or examiner in these chapter 11 cases. On
June 26, 2024, the United States Trustee for the District of Delaware (the “U.S. Trustee”)
appointed an official committee of unsecured creditors pursuant to section 1102 of the
Bankruptcy Code (the “Committee”) [Docket No. 121].
5. A description of the Debtors’ business, the reasons for commencing the chapter
11 cases, and the relief sought from the Court to allow for a smooth transition into chapter 11 are
set forth in the Declaration of John Bibb, Group Chief Executive Officer of Vyaire Medical, Inc.,
in Support of Debtors’ Chapter 11 Petitions and First Day Motions, filed on June 10, 2024
[Docket No. 15] and incorporated herein by reference.
6. On July 9, 2024, the Court entered the Interim Compensation Order, which sets
forth the procedures for interim compensation and reimbursement of expenses for all
professionals in these cases.
Preliminary Statement
7. During the Fee Period, K&E represented the Debtors professionally and
diligently, advising them on a variety of complex matters and issues, as a result of which the
Debtors took action to maximize the value of their estates for the benefit of all parties in interest.
K&E provided the variety of services during the Fee Period, including:
(a) stabilized the Debtors’ business operations following their transition into
chapter 11 by obtaining relief to continue operating in the ordinary course
of business, including securing approval of all “first day” and “second
day” motions and related relief after resolving issues raised by the U.S.
Trustee, the Committee, and other stakeholders;
3
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 14 of 42
(b) obtained approval of debtor-in-possession financing and the use of cash
collateral;
(c) prepared and filed the Debtors’ Schedules of Assets and Liabilities and
Statements of Financial Affairs;
(d) implemented a number of prudent, cost-cutting measures to optimize the
Debtors’ go-forward operations, including rejecting certain burdensome
executory contracts;
(e) obtained approval of bidding procedures [Docket No. 249] (the “Bidding
Procedures Order”), allowing the Debtors to solicit the best and highest
offers for going-concern sales of their businesses and continue their
comprehensive marketing process related thereto on a postpetition basis;
(f) prepared for and conducted a multi-day auction with multiple bidders and
several rounds of bidding with respect to the Debtors’ “Vents” business
unit;
(g) prepared, drafted, and negotiated definitive documentation in connection
with multiple multi-jurisdictional carveout sale transactions;
(h) arranged transition of the Debtors’ assets and businesses to the buyers,
setting up transition service agreements to ensure regulatory compliance
and continuity of vital services to patients;
(i) negotiated with numerous executory contract and unexpired lease
counterparties with respect to cure amounts and adequate assurance
packages in connection with the sale transactions;
(j) negotiated, drafted, and filed the Plan and Disclosure Statement; and
(k) on October 2, 2024 obtained Court approval to commence solicitation.
8. Given these accomplishments and the complexities of the Debtors’ business and
restructuring, K&E submits that the compensation and expense reimbursement sought herein for
the necessary and beneficial professional services K&E provided to the Debtors during the Fee
Period are reasonable and appropriate, commensurate with the scale, nature, and complexity of
these chapter 11 cases, and should be approved.
Case Status Summary
9. The Debtors commenced these chapter 11 cases in an effort to consummate one or
4
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 15 of 42
more sale transactions to maximize value for all stakeholders and allow their business to survive
as a going concern. Faced with increasing liquidity constraints and in response to challenging
macroeconomic conditions and internal business challenges, the Debtors engaged with their
prepetition secured lenders to obtain DIP financing that would permit the Debtors to stabilize the
business operations, continue their prepetition sale process on a post-petition basis, and
consummate sale transaction(s) through a chapter 11 process. On June 9, 2024, the Company
and the consenting stakeholders (the “Consenting Stakeholders” and together with the Company,
the “RSA Parties”) entered into the Restructuring Support Agreement (the “RSA”), whereby the
RSA Parties agreed, subject to the terms and conditions thereof, to support the sale process,
consummation of any sale transactions, and to wind down the remaining Company.
10. Having reached consensus with the Consenting Stakeholders, the Debtors
commenced these cases with a DIP Facility of $45 million of new money, filed a motion to
approve certain bidding procedures, and obtained customary first-day relief to ensure a soft
landing in chapter 11.
11. Shortly after the cases commenced, the official committee of unsecured creditors
was formed by the U.S. Trustee and retained counsel. The Debtors worked with counsel to the
Committee to meet document and diligence requests.
12. Since the filing, the Debtors worked with K&E and their other advisors to
continue their robust prepetition marketing process on a postpetition basis, which ultimately
culminated in the Sale Transactions with Trudell (the “Trudell Transaction”) and Zoll (the “Zoll
Transaction”). The Sale Transactions resulted in $90,500,000 of cash, independent of certain
assumed liabilities.
5
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 16 of 42
13. On September 4, 2024, the Court approved the Debtors’ entry into the Sale
Transactions. Following the Court’s approval of the Debtors’ entry into the Sale Transactions,
the Debtors participated in significant negotiation of the Sale Transaction Documentation with
both Zoll and Trudell.
14. On September 11, 2024, the Debtors filed the Joint Chapter 11 Plan of Vyaire
Medical, Inc. and its Debtor Affiliates (as amended, modified, or supplemented, the “Plan”)
[Docket No. 518] and the Disclosure Statement for the Joint Chapter 11 Plan of Vyaire Medical,
Inc. and its Debtors Affiliates (as amended, modified, or supplemented, the “Disclosure
Statement”) [Docket No. 519]. On September 30, 2024, the Debtors filed amended versions of
the Plan [Docket No. 581] and Disclosure Statement [Docket No. 582].
15. On October 11, 2024, the Debtors closed the Zoll Transaction, and have since
progressed significantly towards closing the Trudell Transaction.
The Debtors’ Retention of K&E
16. On August 5, 2024, the Court entered the Order Authorizing the Retention and
Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorneys for
the Debtors and Debtors in Possession Effective as of June 9, 2024 [Docket No. 350]
(the “Retention Order”), attached hereto as Exhibit B and incorporated by reference. The
Retention Order authorizes the Debtors to compensate and reimburse K&E in accordance with
the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the Interim
Compensation Order. The Retention Order also authorizes the Debtors to compensate K&E at
K&E’s hourly rates charged for services of this type and to reimburse K&E for K&E’s actual
and necessary out-of-pocket expenses incurred, subject to application to this Court. The
particular terms of K&E’s engagement are detailed in the engagement letter by and between
K&E and the Debtors, effective as of June 9, 2024 and attached hereto as Exhibit C
6
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 17 of 42
(the “Engagement Letter”).
17. The Retention Order authorizes K&E to provide the following services consistent
with and in furtherance of the services enumerated above:
a. advising the Debtors with respect to their powers and duties as
debtors-in-possession in the continued management and operation of their
businesses and properties;
b. preparing pleadings, including motions, applications, answers, orders,
reports, and papers necessary or otherwise beneficial to the administration
of the Debtors’ estates and consistent with the services identified in the
Retention Order;
c. appearing before the Court and any appellate courts to represent the
interests of the Debtors’ estates before those courts in connection with the
services in the Retention Order; and
d. performing all other legal services reasonably necessary or otherwise
beneficial for the Debtors in connection with these chapter 11 cases.
Disinterestedness of K&E
18. To the best of the Debtors’ knowledge and as disclosed in the Declaration of
Spencer A. Winters, in Support of the Debtors’ Application for Entry of an Order Authorizing the
Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
Attorneys for the Debtors and Debtors in Possession Effective as of June 9, 2024
[Docket No. 236, Exhibit B] (as amended, supplemented, or otherwise modified from time to
time, the “K&E Declaration”),3 (a) K&E is a “disinterested person” within the meaning of
section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code,
and does not hold or represent an interest adverse to the Debtors’ estates and (b) K&E has no
3
K&E has also filed the Supplemental Declaration of Spencer A. Winters in Support of the Application of
Debtors for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession Effective as of June
9, 2024 [Docket No. 326] and the Second Supplemental Declaration of Spencer A. Winters in Support of the
Application of Debtors for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis
LLP and Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession Effective
as of June 9, 2024 [Docket No. 603].
7
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 18 of 42
connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed
in the K&E Declaration.
19. K&E may have in the past represented, may currently represent, and likely in the
future will represent parties in interest in connection with matters unrelated to the Debtors in
these chapter 11 cases. In the K&E Declaration, K&E disclosed its connections to parties in
interest that it has been able to ascertain using its reasonable efforts. K&E will update the K&E
Declaration, as appropriate, if K&E becomes aware of relevant and material new information.
20. K&E performed the services for which it is seeking compensation on behalf of the
Debtors and their estates, and not on behalf of any committee, creditor, or other entity.
21. Except to the extent of the advance payments paid to K&E that K&E previously
disclosed to this Court in the K&E Declaration, K&E has received no payment and no promises
for payment from any source other than the Debtors for services provided or to be provided in
any capacity whatsoever in connection with these chapter 11 cases.
22. Pursuant to Bankruptcy Rule 2016(b), K&E has not shared, nor has K&E agreed
to share (a) any compensation it has received or may receive with another party or person other
than with the partners, counsel, and associates of K&E or (b) any compensation another person
or party has received or may receive.
Summary of Compliance with Interim Compensation Order
23. This Fee Application has been prepared in accordance with the Interim
Compensation Order.
24. K&E seeks interim compensation for professional services rendered to the
Debtors during the Fee Period in the amount of $9,309,620.32 and reimbursement of actual and
necessary expenses incurred in connection with providing such services in the amount of
8
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 19 of 42
$65,000.23.4 During the Fee Period, K&E attorneys and paraprofessionals expended a total of
7,387.50 hours for which compensation is requested.
25. In accordance with the Interim Compensation Order, as of the date hereof, K&E
has received payments totaling $7,519,697.76 ($7,454,697.53 of which was for services provided
and $65,000.23 of which was for reimbursement of expenses) for the Fee Period. Accordingly,
by this Fee Application, and to the extent such amounts have not been paid by the time of the
hearing on this Fee Application, K&E seeks payment of the remaining $1,854,922.79, which
amount represents the entire amount of unpaid fees and expenses incurred between June 9, 2024
and August 31, 2024.5
Fees and Expenses Incurred During Fee Period
A. Customary Billing Disclosures.
26. K&E’s hourly rates are set at a level designed to compensate K&E fairly for the
work of its attorneys and paraprofessionals and to cover fixed and routine expenses. The hourly
rates and corresponding rate structure utilized by K&E in these chapter 11 cases are equivalent to
the hourly rates and corresponding rate structure used by K&E for other restructuring matters, as
well as similar complex corporate, securities, and litigation matters whether in court or
otherwise, regardless of whether a fee application is required. The rates and rate structure reflect
that such restructuring and other complex matters typically are national in scope and typically
4
In connection with discussions with the U.S. Trustee, the Debtors have agreed to deduct $8,751.59 from the
holdback amount in connection with certain fees granted in the First Monthly Application and $15,706.59 from
the aggregate amount in connection with certain fees and expenses requested in the Third Monthly Fee
Application of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Attorneys for the Debtors and
Debtors in Possession, for the Period from August 1, 2024, Through and Including August 31, 2024 [Docket
No. 615], as reflected in the Certification of Counsel Regarding Third Monthly Fee Application of Kirkland &
Ellis LLP and Kirkland & Ellis International LLP, Attorneys for the Debtors and Debtors in Possession, for the
Period from August 1, 2024 Through and Including August 31, 2024 [No Order Required] [Docket No. 697].
5
This amount also reflects the 20% holdback for the Fee Period, excluding the agreed upon reductions for the
June fees and expenses.
9
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 20 of 42
involve great complexity, high stakes, and severe time pressures. Additionally, the Debtors are
subject to multiple domestic and international regulatory regimes requiring specialized review
and consideration in connection with any potential transactions. For the convenience of the
Court and all parties in interest, attached hereto as Exhibit D is K&E’s budget and staffing plan
for this Fee Period (the “Budget and Staffing Plan”) and attached hereto as Exhibit E is a
summary of blended hourly rates for timekeepers who billed to non-bankruptcy matters and
blended hourly rates for timekeepers who billed to the Debtors during the Fee Period.
B. Fees Incurred During Fee Period.
27. In the ordinary course of K&E’s practice, K&E maintains computerized records
of the time expended to render the professional services required by the Debtors and their estates.
For the convenience of the Court and all parties in interest, attached hereto as Exhibit F is a
summary of fees incurred and hours expended during the Fee Period, setting forth the following
information:
(a) the name of each attorney and paraprofessional for whose work on these
chapter 11 cases compensation is sought;
(b) each attorney’s year of bar admission and area of practice concentration;
(c) the aggregate time expended and fees billed by each attorney and each
paraprofessional during the Fee Period;
(d) the hourly billing rate for each attorney and each paraprofessional at K&E’s
current billing rates;
(e) the hourly billing rate for each attorney and each paraprofessional as disclosed in
the first interim application;
(f) the number of rate increases since the inception of the case; and
(g) a calculation of total compensation requested using the rates disclosed in the
Debtors’ Application for Entry of an Order Authorizing the Retention and
Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
Attorneys for the Debtors and Debtors in Possession Effective as of June 9, 2024
[Docket No. 236] (the “Retention Application”).
10
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 21 of 42
C. Expenses Incurred During Fee Period.
28. In the ordinary course of K&E’s practice, K&E maintains a record of expenses
incurred in the rendition of the professional services required by the Debtors and their estates and
for which reimbursement is sought. K&E currently charges $0.16 per page for standard
duplication in its offices in the United States. Notwithstanding the foregoing and consistent with
the Local Bankruptcy Rules, K&E charged no more than $0.10 per page for standard duplication
services in these chapter 11 cases. K&E does not charge its clients for incoming facsimile
transmissions.
29. For the convenience of the Court and all parties in interest, attached hereto as
Exhibit G is a summary for the Fee Period, setting forth the total amount of reimbursement
sought with respect to each category of expenses for which K&E is seeking reimbursement.
Summary of Legal Services Rendered During the Fee Period
30. As discussed above, during the Fee Period, K&E provided extensive and
important professional services to the Debtors in connection with these chapter 11 cases. These
services were often performed under severe time constraints and were necessary to address a
multitude of critical issues both unique to these chapter 11 cases and typically faced by large,
international corporate debtors in similar cases of this magnitude and complexity.
31. To provide a meaningful summary of K&E’s services provided on behalf of the
Debtors and their estates, K&E has established, in accordance with its internal billing
procedures, certain subject matters categories (each, a “Matter Category”) in connection with
these chapter 11 cases. The following is a summary of the fees and hours billed for each Matter
Category in the Fee Period:6
6
In certain instances, K&E may have billed the same amount of fees, but different number of hours to different
Matter Categories. This difference is the result of different staffing of each such Matter Category.
11
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 22 of 42
Matter Matter Category Hours Total Compensation
Number Description Budgeted Billed Budgeted Billed
Chapter 11 Bankruptcy
4 Filing and First Day 160 - 248 429.70 $180,000 - $280,000 $468,189.00
Preparation
Corporate and Governance
5 60 - 93 127.50 $90,000 - $140,000 $142,227.00
Matters
Disclosure Statement, Plan,
6 257 - 400 272.00 $270,000 - $420,000 $280,303.00
and Confirmation
DIP Financing and Cash
7 153 - 237 281.70 $180,000 - $280,000 $358,618.50
Collateral
8 Cash Management 79 - 122 4.60 $90,000 - $140,000 $5,548.00
9 Automatic Stay Issues 68 - 106 3.10 $67,500 - $105,000 $3,069.50
Asset Sales/Section 363
$1,575,000 -
10 Issues: Use, Sale, and 1,080 - 1,680 3,882.40 $5,242,847.00
$2,450,000
Disposition of Property
Executory Contracts and
11 88 - 136 70.70 $90,000 - $140,000 $78,689.50
Unexpired Leases
12 Business Operations 95 - 147 103.20 $139,500 - $217,000 $118,732.50
13 Claims Administration 66 - 102 55.70 $74,250 - $115,500 $58,921.50
Schedules and Statements
14 61 - 95 86.60 $68,850 - $107,100 $104,485.00
(SOFAs)
Creditor and Stakeholder
15 46 - 71 32.30 $58,050 - $90,300 $32,215.50
Communications
U.S. Trustee Matters and
16 53 - 82 31.90 $73,800 - $114,800 $38,906.50
Communication
17 Hearings 61 - 94 28.00 $76,500 - $119,000 $39,653.00
18 Insurance and Surety Matters 59 - 91 5.40 $67,500 - $105,000 $5,713.00
19 Utilities 59 - 91 17.10 $67,500 - $105,000 $18,139.50
20 Tax Matters 107 - 166 645.70 $135,000 - $210,000 $946,173.00
21 Case Administration 188 - 292 327.10 $225,000 - $350,000 $327,834.00
22 K&E Fee Applications 266 - 414 332.90 $405,000 - $630,000 $314,096.00
Non-K&E Fee / Employment
23 99 - 154 142.80 $132,750 - $206,500 $152,778.50
Applications
24 Vendor Matters 96 - 149 54.80 $126,000 - $196,000 $60,255.00
25 Litigation 101 - 156 237.50 $135,000 - $210,000 $256,302.50
27 Non-Working Travel Time 12 - 17 33.30 $11,250 - $17,500 $46,201.50
28 Creditors’ Committee Issues 34 - 53 104.60 $45,000 - $70,000 $118,611.00
29 Employee and Labor Matters 73 - 114 76.90 $88,650 - $137,900 $115,569.00
32. The following is a summary, by Matter Category, of the most significant
professional services provided by K&E during the Fee Period. This summary is organized in
accordance with K&E’s internal system of matter numbers. The detailed descriptions
12
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 23 of 42
demonstrate that K&E was heavily involved in performing services for the Debtors on a daily
basis, often including night and weekend work, to meet the needs of the Debtors’ estates in these
chapter 11 cases. A schedule setting forth a description of the Matter Categories utilized in this
case, the number of hours expended by K&E partners, associates, and paraprofessionals by
matter, and the aggregate fees associated with each matter is attached hereto as Exhibit H.
33. In addition, K&E’s computerized records of time expended providing
professional services to the Debtors and their estates are attached hereto as Exhibit I, and K&E’s
records of expenses incurred during the Fee Period in the rendition of professional services to the
Debtors and their estates are attached as Exhibit J.
(a) Chapter 11 Bankruptcy Filing and First Day Preparation [Matter No. 4]
Total Fees: $468,189.00
Total Hours: 429.70
34. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to the filing of the Debtors’ chapter 11 petitions and
various “first day” pleadings and related notices during the initial days of these chapter 11 cases,
including, without limitation, (a) reviewing and revising the Debtors’ petitions and “first day”
motions, proposed orders, affidavits and notices; and (b) preparing for the “first day” hearing,
including drafting hearing notes and related materials and preparing potential witnesses in
connection with certain of the first day motions.
35. Specifically, the Debtors filed several motions seeking orders authorizing the
Debtors to pay various prepetition claims. Entry of these orders eased the strain on the Debtors’
relationships with employees, vendors, customers, and taxing authorities as a consequence of the
commencement of these chapter 11 cases. Among other things, these orders authorized the
Debtors to (a) pay certain critical vendors, suppliers, and lien claimants, (b) pay certain
13
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 24 of 42
prepetition employee wages and benefits, (c) maintain cash management systems, (d) use
prepetition bank accounts, checks, and other business forms, (e) make tax payments to federal,
local, and state taxing authorities, (f) prohibit utility companies from discontinuing services, and
(g) maintain prepetition insurance policies and enter into new insurance policies.
(b) Corporate and Governance [Matter No. 5]
Total Fees: $142,227.00
Total Hours: 127.50
36. This Matter Category includes time spent by K&E attorneys and
paraprofessionals advising the Debtors and the Board of Directors (the “Board”) regarding
corporate governance issues related to the Debtors’ restructuring and sale transactions.
Specifically, K&E attorneys and paraprofessionals spent time:
(i) complying with corporate governance requirements, including
drafting and revising resolutions, certificates, amendments to
corporate documents, and minutes from board meetings, as
necessary;
(ii) preparing for and participating in various meetings with the
Special Committee and senior management in connection with key
issues and events regarding these chapter 11 cases; and
(iii) providing updates to the Debtors and their advisors regarding the
foregoing activities.
(c) Disclosure Statement, Plan, and Confirmation [Matter No. 6]
Total Fees: $280,303.00
Total Hours: 272.00
37. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to developing a wind-down plan in connection with
these chapter 11 cases. Specifically, K&E attorneys and paraprofessionals spent time:
(i) researching and analyzing legal and factual issues relevant to the
Plan and Disclosure Statement;
14
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 25 of 42
(ii) drafting, negotiating, revising, and filing the Plan, Disclosure
Statement, Disclosure Statement Motion, and all related filings to
the same;
(iii) engaging with the U.S. Trustee, the Committee, the Prepetition
First Lien Lenders, the Prepetition Second Lien Lenders, the DIP
Lenders, and other key stakeholders relating to their comments to
the Plan, Disclosure Statement, Disclosure Statement Motion,
Solicitation Materials, and other related documents; and
(iv) providing updates to the Debtors and their advisors regarding the
foregoing activities.
(d) DIP Financing and Cash Collateral [Matter No. 7]
Total Fees: $358,618.50
Total Hours: 281.70
38. This Matter Category includes time spent by K&E attorneys and
paraprofessionals securing postpetition financing and the consensual use of cash collateral,
which was necessary to both preserve the Debtors’ operations during these chapter 11 cases, as
well as to provide sufficient liquidity to administer these chapter 11 cases and bridge to
consummation of the transactions contemplated by the RSA and the Plan. K&E’s efforts were
critical in securing the consensual use of cash collateral and negotiating, documenting, and
closing on the Debtors’ DIP financing facility on favorable terms to provide the Debtors with the
necessary liquidity to fund the Debtors’ operations during these chapter 11 cases.
(e) Cash Management [Matter No. 8]
Total Fees: $5,548.00
Total Hours: 4.60
39. This Matter Category includes time spent on a variety of tasks that were necessary
to ensure the continued operation and maintenance of the Debtors’ cash management systems
and DIP financing. Specifically, K&E attorneys and paraprofessionals spent time:
(i) obtaining entry of interim and final orders authorizing the Debtors
to operate their pre-existing cash management systems and
perform intercompany transactions;
15
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 26 of 42
(ii) drafting materials related to the Debtors’ use of their cash
management systems; and
(iii) analyzing and discussing the terms of the maintenance of the
Debtors’ cash management systems with the Debtors, the Debtors’
other professionals, and various stakeholders.
(f) Automatic Stay Issues [Matter No. 9]
Total Fees: $3,069.50
Total Hours: 3.10
40. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to the imposition of the automatic stay.
(g) Asset Sales/Section 363 Issues: Use, Sale, and Disposition of Property
[Matter No. 10]
Total Fees: $5,242,847.00
Total Hours: 3,882.40
41. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to the disposition of the Debtors’ assets.
Specifically, K&E attorneys and paraprofessionals spent time:
(i) researching, drafting, negotiating, and seeking approval of the
Bidding Procedures Order;
(ii) drafting declarations in support of the Bidding Procedures Order
and the Debtors’ marketing process;
(iii) reviewing, revising, and negotiating non-disclosure agreements
with interested counterparties;
(iv) drafting, reviewing, and negotiating asset purchase agreements;
(v) reviewing and analyzing issues related to the sale and
communications with potential bidders related thereto;
(vi) coordinating the Debtors’ marketing process with PJT Partners LP
(“PJT”), including corresponding with prospective bidders,
drafting non-disclosure agreements, reviewing, and analyzing
indications of interest, and making all necessary preparations to
obtain court approval of the sale transactions;
16
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 27 of 42
(vii) coordinating with local counsel, researching, and analyzing issues
regarding the various foreign jurisdictions where the Debtors
operate to ensure compliance with all applicable regulatory
regimes;
(viii) conducting a multi-day auction with regard to the Zoll Transaction;
(ix) resolving objections to the Bidding Procedures Order and Sale
Transactions, as well as resolving objections to cures; and
(x) advising and coordinating with the Debtors and the Debtors’
advisors with respect to the foregoing.
(h) Executory Contracts and Unexpired Leases [Matter No. 11]
Total Fees: $78,689.50
Total Hours: 70.70
42. This Matter Category includes time spent by K&E attorneys examining issues
related to the Debtors’ executory contracts and unexpired leases. K&E attorneys spent time
researching, analyzing, renegotiating, or rejecting the Debtors’ obligations under their various
executory contracts and unexpired leases. Specifically, K&E attorneys spent time:
(i) negotiating and coordinating with counterparties regarding issues
related to cure or adequate assurance;
(ii) advising the Debtors with respect to their rights and obligations
under their executory contracts and unexpired leases under relevant
bankruptcy and nonbankruptcy law, including with respect to the
assumption and assignment of such executory contracts;
(iii) researching and analyzing issues related thereto; and
(iv) coordinating with the Debtors and various counterparties regarding
treatment of executory contracts, including cure amounts.
(i) Business Operations [Matter No. 12]
Total Fees: $118,732.50
Total Hours: 103.20
43. It is important that the Debtors and their advisors create and implement an
all-encompassing and cohesive strategy for maintaining business operations with minimal
17
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 28 of 42
disruptions during the course of the Debtors’ chapter 11 cases. K&E attorneys and
paraprofessionals spent time developing a strategy with the Debtors to ensure a smooth transition
into chapter 11 and to ensure that going forward the business operations continue without
interruption. Specifically, K&E attorneys and paraprofessionals spent time strategizing with
management and the Debtors’ other advisors regarding the Debtors’ operations and business
plans and various domestic and international regulatory issues.
(j) Claims Administration [Matter No. 13]
Total Fees: $58,921.50
Total Hours: 55.70
44. This Matter Category includes time K&E attorneys and paraprofessionals spent
on matters related to claims administration and claims-related issues. Specifically, K&E
attorneys and paraprofessionals spent time:
(i) researching and revising the Debtors’ bar date motion in
coordination with Cole Schotz, P.C. (“Cole Schotz”); and
(ii) reviewing, analyzing, and researching certain claims asserted
against the Debtors.
(k) Schedules and Statements (SOFAs) [Matter No. 14]
Total Fees: $104,485.00
Total Hours: 86.60
45. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to advising the Debtors, Omni Agent Solutions, Inc.
(“Omni”), and other advisors in connection with the preparation, review, revision, and filing of
the Debtors’ schedules of assets and liabilities and statements of financial affairs (the “Schedules
and Statements”). Moreover, K&E attorneys advised the Debtors regarding drafting the
Schedules and Statements, attended regular conferences with the Debtors and their advisors
regarding the same.
18
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 29 of 42
(l) Creditor and Stakeholder Communications [Matter No. 15]
Total Fees: $32,215.50
Total Hours: 32.30
46. This Matter Category includes time spent by K&E attorneys and
paraprofessionals on matters relating to stakeholder issues and communications. Specifically,
K&E attorneys and paraprofessionals spent time:
(i) drafting and revising communication materials regarding the
Debtors’ chapter 11 cases;
(ii) corresponding with the Debtors, various stakeholders, and their
respective advisors to provide updates as to developments in the
chapter 11 cases;
(iii) providing relevant information and access to the Debtors and their
records as requested;
(iv) responding to miscellaneous creditor inquiries; and
(v) coordinating with the Debtors’ other professionals regarding
potential updates to the creditor matrix.
(m) U.S. Trustee Matters and Communications [Matter No. 16]
Total Fees: $38,906.50
Total Hours: 31.90
47. This Matter Category includes time spent by K&E attorneys and
paraprofessionals corresponding with the U.S. Trustee with respect to the following issues:
(i) analyzing, researching, negotiating, and revising first day motions
and proposed orders regarding the U.S. Trustee’s comments, and
corresponding with the U.S. Trustee regarding the same; and
(ii) coordinating with Cole Schotz to prepare the Debtors for and
participating in the initial debtor interview and the meeting of
creditors required by section 341 of the Bankruptcy Code.
(n) Hearings [Matter No. 17]
Total Fees: $39,653.00
Total Hours: 28.00
48. This Matter Category includes time spent by K&E attorneys and
19
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 30 of 42
paraprofessionals providing services related to preparing for and attending several hearings
during the Fee Period (each a “Hearing” and, collectively, the “Hearings”), including preparing
agendas, orders, and binders related to Hearings, settling orders before and after Hearings, and
corresponding with various parties in preparation for, and after the Hearings. These services also
included conferences to discuss multiple matters scheduled for a specific Hearing and
coordinating Hearing logistics. During the Fee Period, K&E attorneys and paraprofessionals
spent considerable time preparing for and attending Hearings including:
(i) the “first day” hearing on June 11, 2024 for interim or final
approval of the First Day Motions and interim approval of a
motion authorizing the Debtors to operate their cash management
systems and the DIP Facility; and
(ii) hearings on August 26, 2024 and August 30, 2024 to approve the
proposed sale of the Debtors’ assets.
(o) Insurance and Surety Matters [Matter No. 18]
Total Fees: $5,713.00
Total Hours: 5.40
49. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to ensuring that Debtors’ insurance policies were
maintained during these chapter 11 cases. Specifically, K&E attorneys and paraprofessionals
spent time drafting, negotiating, and revising the insurance order, reviewing and analyzing the
Debtors’ insurance policies and surety bond program, engaging with counsel to the sureties, and
researching and analyzing issues regarding the same.
(p) Utilities [Matter No. 19]
Total Fees: $18,139.50
Total Hours: 17.10
50. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to utility issues arising in connection with filing
20
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 31 of 42
these chapter 11 cases, including revising the utilities order and corresponding with AlixPartners,
LLP (“AlixPartners”) regarding issues related to the Debtors’ utilities.
(q) Tax Matters [Matter No. 20]
Total Fees: $946,173.00
Total Hours: 645.70
51. This Matter Category includes time spent by K&E attorneys and
paraprofessionals conducting legal research, preparing correspondence and pleadings, and
generally advising the Debtors on tax issues related to or arising during the chapter 11 cases.
During the Fee Period, K&E attorneys were responsible for researching and analyzing certain tax
issues arising in connection with the Debtors’ business operations, including the following:
(i) advising the Debtors regarding the Debtors’ motion to establish
procedures related to certain transfers of, or declarations of
worthlessness with respect thereto, the Debtors’ common stock and
the interim and final orders approving the same;
(ii) researching and analyzing certain tax issues related to the proposed
sale transactions, the implementation of the Plan, and emergence
from chapter 11;
(iii) researching and analyzing certain tax issues and implications
arising in connection with the Debtors’ business operations,
business structure, intercompany transactions, recapitalizations, the
sale transactions, and the wind-down; and
(iv) coordinating and communicating with the Debtors, the Debtors’
advisors, and relevant stakeholders regarding the foregoing.
21
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 32 of 42
(r) Case Administration [Matter No. 21]
Total Fees: $327,834.00
Total Hours: 327.10
52. This Matter Category includes time spent on a variety of tasks that were necessary
to ensure the efficient and smooth administration of legal services related to the Debtors’
chapter 11 cases. Specifically, K&E attorneys and paraprofessionals spent time:
(i) coordinating, managing, and administering the Debtors’ chapter 11 cases
on a daily basis, including monitoring critical dates and maintaining a case
calendar, task lists, and work-in-process reports;
(ii) organizing and maintaining voluminous document files for the Debtors’
chapter 11 cases;
(iii) ensuring compliance with the service and notice requirements of the
Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, including
coordinating service of pleadings and other related notices with the
Debtors’ local counsel, Cole Schotz;
(iv) in connection with numerous pleadings, preparing notices of motions,
proposed orders, exhibits, schedules, and coordinating the delivery of such
pleadings to the Court and the U.S. Trustee; and
(v) conducting regular internal conferences regarding the overall case status to
ensure the efficient progress of workstreams.
53. Time billed to this Matter Category also includes work and meetings related to
multiple matters such that the time cannot be easily allocated to one of the other matters.
(s) K&E Fee Applications [Matter No. 22]
Total Fees: $314,096.00
Total Hours: 332.90
54. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to the retention of K&E as the Debtors’ counsel.
Specifically, K&E attorneys and paraprofessionals spent time:
(i) preparing pleadings and a comprehensive conflict analysis
necessary to obtain the order of the Court approving the
employment of K&E to represent the Debtors;
22
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 33 of 42
(ii) implementing internally established procedures which require the
continuous analysis of potential new conflicts;
(iii) preparing updated professional disclosures for filing with the
Court;
(iv) preparing and distributing K&E’s monthly fee statements in
accordance with the Interim Compensation Order;
(v) reviewing all time entries to ensure compliance with the Interim
Compensation Order and applicable provisions of the Bankruptcy
Code, and to make necessary redactions to preserve the
confidentiality of the work performed for the Debtors; and
(vi) conducting discussions, phone calls, and correspondence with the
U.S. Trustee regarding K&E’s retention and responding to
questions and comments regarding the same.
(t) Non-K&E Fee / Employment Applications [Matter No. 23]
Total Fees: $152,778.50
Total Hours: 142.80
55. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to ensuring the retention of the Debtors’ other
professionals in these chapter 11 cases. Specifically, K&E attorneys and paraprofessionals spent
time:
(i) coordinating and preparing the filing of section 156 application for
the Debtors’ claims and noticing agent and administrative advisor
Omni;
(ii) coordinating with the Debtors and their other advisors with respect
to ordinary course professional retentions and complying with the
related disclosure requirements of applicable provisions of the
Bankruptcy Code;
(iii) coordinating with the Debtors and Cole Schotz with respect to
ordinary course professional retentions and complying with the
related disclosure requirements of applicable provisions of the
Bankruptcy Code;
(iv) reviewing retention applications filed by the Committee’s
professionals and coordinating with the Committee to address the
23
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 34 of 42
Debtors’ concerns regarding these retentions and reviewing related
fee statements; and
(v) coordinating efforts among the Debtors and their other
professionals to address various concerns and issues raised by the
U.S. Trustee and the Committee with respect to the retention of the
Debtors’ other professionals and ensuring that these professionals
were ultimately retained without any objection to assist in the
Debtors’ chapter 11 cases.
(u) Vendor Matters [Matter No. 24]
Total Fees: $60,255.00
Total Hours: 54.80
56. This Matter Category includes time spent by K&E attorneys and
paraprofessionals advising the Debtors on vendor and supplier issues, including with respect to
first day relief and postpetition business activities. Specifically, K&E attorneys and
paraprofessionals spent time corresponding with Debtors’ advisors and vendors’ counsel
regarding prepetition vendor agreements, responding to inquiries from vendors concerning the
Debtors’ chapter 11 cases, and coordinating with AlixPartners regarding the same.
(v) Litigation [Matter No. 25]
Total Fees: $256,302.50
Total Hours: 237.50
57. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to discovery, litigation, or other adversarial matters.
Specifically, K&E attorneys and paraprofessionals spent time:
(i) reviewing, analyzing, researching, and preparing responses to
potential and actual filed objections; and
(ii) reviewing, analyzing, and responding to various discovery requests
and reviewing potentially discoverable documents for privilege
and confidentiality considerations.
(w) Non-Working Travel Time [Matter No. 27]
Total Fees: $46,201.50
24
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 35 of 42
Total Hours: 33.30
58. This Matter Category includes time spent by K&E attorneys and
paraprofessionals providing services related to traveling in connection with their representation
of the Debtors. The amounts presented for review and the request for payment in the Fee
Application reflect a reduction of one half the charges for travel time.
(x) Creditors’ Committee Issues [Matter No. 28]
Total Fees: $118,611.00
Total Hours: 104.60
59. This Matter Category includes time spent by K&E attorneys meeting and
corresponding with the Committee’s advisors and the Debtors’ prepetition lenders and their
advisors to provide updates as to developments in the cases, providing relevant information and
access to the Debtors and their records as requested, and responding to miscellaneous creditor
inquiries. K&E attorneys and paraprofessionals also spent time responding to information
requests from the Committee and coordinating with the Debtors’ other advisors to efficiently
respond to diligence requests.
(y) Employee and Labor Matters [Matter No. 29]
Total Fees: $115,569.00
Total Hours: 76.90
60. This Matter Category includes time spent by K&E attorneys and
paraprofessionals addressing the following employee compensation issues:
(i) drafting, revising, and negotiating the proposed order approving,
among other things, payment and continuation of employee
compensation and benefits programs, and securing approval of the
same on a final basis; and
(ii) researching and analyzing issues concerning employment and
labor matters.
25
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 36 of 42
Actual and Necessary Expenses Incurred by K&E
61. As set forth in Exhibit I attached hereto, and as summarized in Exhibit G
attached hereto, K&E has incurred a total of $65,000.23 in expenses on behalf of the Debtors
during the Fee Period. These charges are intended to reimburse K&E’s direct operating costs,
which are not incorporated into the K&E hourly billing rates. K&E charges external copying
and computer research at the provider’s cost without markup. Only clients who actually use
services of the types set forth in Exhibit I of this Fee Application are separately charged for such
services. The effect of including such expenses as part of the hourly billing rates would impose
that cost upon clients who do not require extensive photocopying and other facilities and
services.
Reasonable and Necessary Services Provided by K&E
A. Reasonable and Necessary Fees Incurred in Providing Services to the Debtors.
62. The foregoing professional services provided by K&E on behalf of the Debtors
during the Fee Period were reasonable, necessary, and appropriate to the administration of these
chapter 11 cases and related matters.
63. Many of the services performed by partners and associates of K&E were provided
by K&E’s Restructuring Group. K&E has a prominent practice in this area and enjoys a national
and international reputation for its expertise in financial reorganizations and restructurings of
troubled companies, with over 175 attorneys focusing on this area of the law. The attorneys at
K&E have represented either the debtor or the creditors’ committee or have acted as special
counsel in many large chapter 11 cases.
64. In addition, due to the facts and circumstances of these chapter 11 cases, attorneys
from K&E’s litigation, corporate, and tax groups were heavily involved with K&E’s
representation of the Debtors. These practice groups also enjoy a national and international
26
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 37 of 42
reputation for their expertise. Overall, K&E brings to these chapter 11 cases a particularly high
level of skill and knowledge, which inured to the benefit of the Debtors and all stakeholders.
B. Reasonable and Necessary Expenses Incurred in Providing Services to the Debtors.
65. The time constraints imposed by the circumstances of these chapter 11 cases
required K&E attorneys and other employees to devote substantial time during the evenings and
on weekends to perform services on behalf of the Debtors. These services were essential to meet
deadlines, respond to daily inquiries from various creditors and other parties in interest on a
timely basis, and satisfy the demands of the Debtors’ businesses and ensure the orderly
administration of their estates. Consistent with firm policy, and as further disclosed in the
Retention Application, K&E attorneys and other K&E employees who worked late in the
evenings or on weekends were reimbursed for their reasonable meal and transportation costs.
K&E’s regular practice is not to include components for those charges in overhead when
establishing billing rates, but rather to charge its clients for these and all other out-of-pocket
disbursements incurred during the regular course of the rendition of legal services.
66. In addition, due to the location of the Debtors’ businesses, co-counsel, creditors,
and other parties in interest in relation to K&E’s offices, frequent multi-party telephone
conferences involving numerous parties were required. On many occasions, the exigencies and
circumstances of these chapter 11 cases required overnight delivery of documents and other
materials. The disbursements for such services are not included in K&E’s overhead for the
purpose of setting billing rates and K&E has made every effort to minimize its disbursements in
these chapter 11 cases. The actual expenses incurred in providing professional services were
necessary, reasonable, and justified under the circumstances to serve the needs of the Debtors in
these chapter 11 cases.
27
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 38 of 42
67. Among other things, K&E makes sure that all overtime meals, travel meals, hotel
rates, and airfares are reasonable and appropriate expenses for which to seek reimbursement.
Specifically, K&E regularly reviews its bills to ensure that the Debtors are only billed for
services that were actual and necessary and, where appropriate, prorates expenses. In that
regard, K&E will waive certain fees and reduce its expenses if necessary. In the Fee Period,
K&E voluntarily reduced its fees and expenses by $255,017.39. Consequently, K&E does not
seek payment of such fees or reimbursement of such expenses in the Fee Application.
K&E’s Requested Compensation and Reimbursement Should be Allowed
68. Section 330 of the Bankruptcy Code provides that a court may award a
professional employed under section 327 of the Bankruptcy Code “reasonable compensation for
actual necessary services rendered . . . and reimbursement for actual, necessary expenses.”
11 U.S.C. § 330(a)(1). Section 330 also sets forth the criteria for the award of such
compensation and reimbursement:
In determining the amount of reasonable compensation to be awarded . . .
the court shall consider the nature, the extent, and the value of such
services, taking into account all relevant factors, including—
(A) the time spent on such services;
(B) the rates charged for such services;
(C) whether the services were necessary to the
administration of, or beneficial at the time at which
the service was rendered toward the completion of,
a case under this title;
(D) whether the services were performed within a
reasonable amount of time commensurate with the
complexity, importance, and nature of the problem,
issue, or task addressed;
(E) with respect to a professional person, whether the
person is board certified or otherwise has
demonstrated skill and expertise in the bankruptcy
field; and
28
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 39 of 42
(F) whether the compensation is reasonable based on
the customary compensation charged by
comparably skilled practitioners in cases other than
cases under this title.
11 U.S.C. § 330(a)(3).
69. K&E respectfully submits that the services for which it seeks compensation in this
Fee Application were, at the time rendered, necessary for and beneficial to the Debtors and their
estates and were rendered to protect and preserve the Debtors’ estates. K&E further believes that
it performed the services for the Debtors economically, effectively, and efficiently, and the
results obtained benefited not only the Debtors, but also the Debtors’ estates and the Debtors’
constituents. K&E further submits that the compensation requested herein is reasonable in light
of the nature, extent, and value of such services to the Debtors, their estates, and all parties in
interest.
70. During the Fee Period, K&E’s hourly billing rates for attorneys ranged from $745
to $2,465. The hourly rates and corresponding rate structure utilized by K&E in these chapter 11
cases are equivalent to the hourly rates and corresponding rate structure used by K&E for
restructuring, workout, bankruptcy, insolvency, and comparable matters, and similar complex
corporate, securities, and litigation matters, whether in court or otherwise, regardless of whether
a fee application is required. K&E strives to be efficient in the staffing of matters. These rates
and the rate structure reflect that such matters are typically national in scope and involve great
complexity, high stakes, and severe time pressures—all of which were present in these
chapter 11 cases.
71. Moreover, K&E’s hourly rates are set at a level designed to compensate K&E
fairly for the work of its attorneys and paraprofessionals and to cover certain fixed and routine
overhead expenses. Hourly rates vary with the experience and seniority of the individuals
29
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 40 of 42
assigned. These hourly rates are subject to periodic adjustments to reflect economic and other
conditions and are consistent with the rates charged elsewhere.
72. In sum, K&E respectfully submits that the professional services provided by K&E
on behalf of the Debtors and their estates during these chapter 11 cases were necessary and
appropriate given the complexity of these chapter 11 cases, the time expended by K&E, the
nature and extent of K&E’s services provided, the value of K&E’s services, and the cost of
comparable services outside of bankruptcy, all of which are relevant factors set forth in
section 330 of the Bankruptcy Code. Accordingly, K&E respectfully submits that approval of
the compensation sought herein is warranted and should be approved.
73. No previous application for the relief sought herein has been made to this or any
other Court.
Reservation of Rights and Notice
74. It is possible that some professional time expended, or expenses incurred, during
the Fee Period are not reflected in the Fee Application. K&E reserves the right to include such
amounts in future fee applications. In addition, the Debtors have provided notice of this Fee
Application to: (a) the U.S. Trustee; (b) the Committee; (c) the office of the attorney general for
each of the states in which the Debtors operate; (d) the United States Attorney’s Office for the
District of Delaware; (e) the Internal Revenue Service; (f) the United States Securities and
Exchange Commission; (g) counsel to the 1L Ad Hoc Group; (h) the agent of the DIP Facility
and counsel thereto; (i) the agent of the First Lien Credit Agreement and counsel thereto; (j) the
Second Lien Credit Agreement Agent and counsel thereto; (k) the agent of the First Lien Notes
and counsel thereto; and (l) any party that has requested notice pursuant to Bankruptcy Rule
2002 (collectively, the “Notice Parties”). Pursuant to the Interim Compensation Order, any
party, other than the Notice Parties, that wishes to object to the Fee Application, must file its
30
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 41 of 42
objection with the Court, with a copy to Chambers and serve it on the affected professional and
the Notice Parties so that it is actually received on or before December 4, 2024 (or the date
which is 21 days after service of this Application, whichever is later) at 4:00 p.m. prevailing
Eastern Time.
No Prior Request
75. No prior application for the relief requested herein has been made to this or any
other court.
[Remainder of Page Intentionally Blank]
31
Case 24-11217-BLS Doc 742 Filed 11/13/24 Page 42 of 42
WHEREFORE, K&E respectfully requests that the Court enter an order (a) awarding
K&E interim compensation for professional and paraprofessional services provided during the
Fee Period in the amount of $9,309,620.32, and reimbursement of actual, reasonable and
necessary expenses incurred in the Fee Period in the amount of $65,000.23; (b) authorizing and
directing the Debtors to remit payment to K&E for such fees and expenses; and (c) granting such
other relief as is appropriate under the circumstances.
Dated: November 13, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Patrick J. Reilley, Esq. (DE Bar No. 4451) KIRKLAND & ELLIS INTERNATIONAL LLP
500 Delaware Avenue, Suite 1410 Joshua A. Sussberg, P.C. (admitted pro hac vice)
Wilmington, Delaware 19801 601 Lexington Ave
Telephone: (302) 652-3131 New York, New York 10022
Facsimile: (302) 652-3117 Telephone: (212) 446-4800
Email: preilley@coleschotz.com Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
- and - - and -
Michael D. Sirota, Esq. (admitted pro hac vice) Spencer A. Winters, P.C. (admitted pro hac vice)
Warren A. Usatine, Esq (admitted pro hac vice) Yusuf U. Salloum (admitted pro hac vice)
Court Plaza North, 25 Main Street 333 West Wolf Point Plaza
Hackensack, New Jersey 07601 Chicago, Illinois 60654
Telephone: (201) 489-3000 Telephone: (312) 862-2000
Facsimile: (201) 489-1536 Facsimile: (312) 862-2200
Email: msirota@coleschotz.com Email: spencer.winters@kirkland.com
wusatine@coleschotz.com yusuf.salloum@kirkland.com
Proposed Co-Counsel to the Debtors Proposed Co-Counsel to the Debtors
and Debtors in Possession and Debtors in Possession
File and source
- File
- gov.uscourts.deb.193283.742.0.pdf
- Size
- 776,615 bytes
- SHA-256
- 17a457cece77bac01d78e17cf0535891cdb8aa0532b97658a1de7f9cb8d2b0c7
- Original
- PACER (login required)