Vyaire - Notice of Sale Closing (Ventilation Assets to Zoll)
- Date
- 2024-06-09
Summary
A notice filed October 11, 2024 as Doc 626 in In re: Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), a jointly administered Chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware, announcing the closing of the sale of certain of the Debtors' Ventilation Assets to Zoll Medical Corp. It recounts that the Debtors filed their petitions on June 9, 2024, that the court entered the Bidding Procedures Order on July 11, 2024, and that after an auction on August 12-14, 2024 the Debtors selected Zoll as the Successful Bidder. It states that the court approved the sale in the Zoll Sale Order on September 4, 2024 [Docket No. 496] and that the Zoll Sale closed on October 11, 2024. The notice attaches as Exhibit 1 the First Amendment to Asset Purchase Agreement and is signed by co-counsel Cole Schotz P.C. and Kirkland & Ellis LLP.
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Full text
Case 24-11217-BLS Doc 626 Filed 10/11/24 Page 1 of 3
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, 388, 496 &
) 614
NOTICE OF CLOSING OF SALE OF CERTAIN OF THE DEBTORS’ VENTILATION
ASSETS TO ZOLL MEDICAL CORP.
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 July 11, 2024, the United States
Bankruptcy Court for the District of Delaware (the “Court”) entered the Order (I) Approving
Bidding Procedures in Connection with the Sale of Substantially All of the Debtors’ Assets, (II)
Authorizing the Debtors to Enter Into a Stalking Horse Agreement and Provide Bid Protections,
(III) Approving the Form and Manner of Notice Thereof, (IV) Scheduling an Auction and Sale
Hearing, (V) Approving Procedures for the Assumption and Assignment of Contracts, (VI)
Approving the Sale of the Debtors’ Assets Free and Clear, and (VI) Granting Related Relief
[Docket No. 249] (the “Bidding Procedures Order”), authorizing the Debtors to solicit and select
the highest or otherwise best offer(s) for a sale (or sales) of (a) all or substantially all of the assets
or (b) one or more, or any combination of, assets of one or more Debtors.2
PLEASE TAKE FURTHER NOTICE that, on August 12-14, 2024, in accordance with
the terms of the Bidding Procedures Order, the Debtors conducted an auction and upon the
conclusion of the Auction, the Debtors, in the exercise of their reasonable and good-faith business
judgment, selected Zoll Medical Corp. (“Zoll”) as the Successful Bidder for the Debtors’
Ventilation Assets.
PLEASE TAKE FURTHER NOTICE that, on August 15, 2024, the Debtors filed the
Notice of (I) Successful Bidder for the Sale of Certain of the Debtors’ Ventilation Assets,
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 defined herein have the meanings given to them in the Bidding Procedures Order.
Case 24-11217-BLS Doc 626 Filed 10/11/24 Page 2 of 3
(II) Proposed Purchase Agreement in Connection Therewith, and (III) Proposed Sale Order in
Connection Therewith [Docket No. 388], which attached thereto as Exhibit A the Asset Purchase
Agreement related to the Debtors’ Ventilation Assets (as may be amended or otherwise modified
from time to time and including all related documents, exhibits, schedules, and agreements thereto,
collectively, the “Zoll APA”).
PLEASE TAKE FURTHER NOTICE that on September 4, 2024, the Court entered the
Order (A) 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”) approving
the sale of Debtors’ Ventilation Assets to Zoll (the “Zoll Sale”).
PLEASE TAKE FURTHER NOTICE that on October 9, 2024, the Debtors filed the
Notice of Filing of First Amended Assumed Contracts Exhibit in Connection with Zoll Asset
Purchase Agreement [Docket No. 614], which attached as Exhibit A an amended assumed contract
list to replace and supersede Exhibit 2 to the Zoll Sale Order.
PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit 1 is the First
Amendment to Asset Purchase Agreement as to the Zoll APA.
PLEASE TAKE FURTHER NOTICE that on, October 11, 2024, the Zoll Sale closed in
accordance with the terms of the Zoll Sale Order and Zoll APA.
[Remainder of Page Intentionally Left Blank]
2
Case 24-11217-BLS Doc 626 Filed 10/11/24 Page 3 of 3
Dated: October 11, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Patrick J. Reilley, Esq. (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
3
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