Notice of Filing of TSA Contracts Pursuant to Second Amended Plan — In re Vyaire Medical, Inc. (Doc 789)

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Notice of Filing of TSA Contracts Pursuant to Second Amended Plan in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), United States Bankruptcy Court for the District of Delaware, Doc 789, filed November 22, 2024. The notice recites that the Court entered the Trudell Sale Order [Docket No. 497] and the Zoll Sale Order [Docket No. 496] on September 4, 2024, that the sale to Zoll Medical Corporation closed on October 11, 2024, and the sale to Trudell Medical Limited closed on November 12, 2024. It states that on November 14, 2024, the Court confirmed the Second Amended Joint Chapter 11 Plan [Docket No. 745]. Under Article IX.A.h of the Plan, the Debtors file the Trudell TSA as Exhibit 1 and the Zoll TSA as Exhibit 2.

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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. 249, 496, 497, 719, &
)
745
NOTICE OF FILING OF TSA CONTRACTS
PURSUANT TO SECOND AMENDED PLAN
PLEASE TAKE NOTICE that, on June 9, 2024, each of the above-captioned debtors and
certain of its subsidiaries (collectively, the “Debtors”) filed a petition with this Court under chapter
11 of title 11 of the United States Code (the “Bankruptcy Code”).
PLEASE TAKE FURTHER NOTICE that, on September 4, 2024, the United States
Bankruptcy Court for the District of Delaware (the “Court”) entered the (a) Order (I) Approving
the Trudell Asset Purchase Agreement and Authorizing the Sale of Certain Respiratory
Diagnostics Assets of the Debtors Outside the Ordinary Course of Business, (II) Authorizing the
Sale of Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances, (III) Authorizing
the Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection
Therewith, and (IV) Granting Related Relief [Docket No. 497] (the “Trudell Sale Order”), and
(b) Order (I) Approving the Zoll Asset Purchase Agreement and Authorizing the Sale of Certain
Ventilation Assets of the Debtors Outside the Ordinary Course of Business, (II) Authorizing the
Sale of Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances, (III) Authorizing
the Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection
Therewith, and (IV) Granting Related Relief [Docket No. 496] (the “Zoll Sale Order”).
PLEASE TAKE FURTHER NOTICE that, on (a) October 11, 2024, the sale to Zoll
Medical Corporation closed pursuant to the Zoll Sale Order and (b) November 12, 2024, the sale
to Trudell Medical Limited closed pursuant to the Trudell Sale Order.
PLEASE TAKE FURTHER NOTICE that, on November 14, 2024, the Court entered
the Findings of Fact, Conclusions of Law, and Order Approving the Debtors’ Disclosure Statement
for, and Confirming the Second Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its
Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 745] approving the
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.
Case 24-11217-BLS    Doc 789    Filed 11/22/24    Page 1 of 3

2
Second Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates
(the “Plan”) [Docket No. 719].
PLEASE TAKE FURTHER NOTICE that pursuant to Article IX.A.h of the Plan, the
Debtors file as Exhibit 1 hereto, the Trudell TSA (as defined in the Plan) and as Exhibit 2 hereto,
the Zoll TSA (as defined in the Plan).
[Remainder of Page Intentionally Left Blank]
Case 24-11217-BLS    Doc 789    Filed 11/22/24    Page 2 of 3

3
Dated: November 22, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C.
KIRKLAND & ELLIS LLP
Patrick J. Reilley (No. 4451)
KIRKLAND & ELLIS INTERNATIONAL LLP
Stacy L. Newman (No. 5044)
Joshua A. Sussberg, P.C. (admitted pro hac vice)
500 Delaware Avenue, Suite 1410
601 Lexington Ave
Wilmington, Delaware 19801
New York, New York 10022
Telephone:
(302) 652-3131
Telephone:
(212) 446-4800
Facsimile:
(302) 652-3117
Facsimile:
(212) 446-4900
Email:
preilley@coleschotz.com
Email:
joshua.sussberg@kirkland.com
snewman@coleschotz.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
Co-Counsel to the Debtors
Co-Counsel to the Debtors
and Debtors in Possession
and Debtors in Possession
Case 24-11217-BLS    Doc 789    Filed 11/22/24    Page 3 of 3

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