Notice of Bidding Procedures, Auction, and Sale Hearing — In re Vyaire Medical, Inc. (Doc. 255)

Summary

Notice of Bidding Procedures, Auction, and Sale Hearing in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), United States Bankruptcy Court for the District of Delaware, Doc 255, filed July 11, 2024. The notice states that the Debtors filed a sale motion [Docket No. 16] on June 9, 2024, and are soliciting offers for some, all, or substantially all of the assets, including bids for the Ventilation business and for the Respiratory Diagnostics business. It sets July 22, 2024 as the deadline for objections to the Sale Transaction and an auction on July 24, 2024, if qualified competing bids are received. A Sale Hearing is scheduled for July 31, 2024, before the Honorable Judge Brendan L. Shannon. The signature block names Patrick J. Reilley of Cole Schotz P.C.

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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)
)
NOTICE OF BIDDING PROCEDURES, AUCTION, AND SALE HEARING
PLEASE TAKE NOTICE that, on June 9, 2024, the above-captioned debtors and certain
of its subsidiaries (collectively, the “Debtors”) filed the Motion of the Debtors for Entry of an
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, (IV) Approving Procedures for the Assumption and Assignment of
Contracts, (V) Approving the Sale of the Debtors’ Assets Free and Clear, and (VI) Granting
Related Relief [Docket No. 16] (the “Sale Motion”)2 with the United States Bankruptcy Court for
the District of Delaware (the “Court”) seeking, among other things, entry of an order (the “Sale
Order”) authorizing and approving:  (a) the sale or sales of all, substantially all, or any portion of
the Debtors’ assets, free and clear of liens, claims, encumbrances, and other interests, except as set
forth in any applicable Stalking Horse Agreement, if any, or an alternative asset purchase
agreement with a Successful Bidder for up to substantially all the assets of the Debtors (the “Sale”);
and (b) the assumption and assignment of certain executory contracts and unexpired leases
(collectively, the “Contracts”).
PLEASE TAKE FURTHER NOTICE that, the Debtors are soliciting offers for the
purchase of some, all, or substantially all of the assets of the Debtors’ assets, including bids
exclusively for the assets of the Debtors’ Ventilation business and exclusively for the assets of the
Debtors’ Respiratory Diagnostics business, as well as bids on any combination up to all of the
Debtors’ assets, consistent with the bidding procedures approved by the Court by entry of an order
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 herein but not otherwise defined shall have the meanings ascribed to such terms in the
Sale Motion or Bidding Procedures Order, as applicable.
Case 24-11217-BLS    Doc 255    Filed 07/11/24    Page 1 of 5

2
on July 11, 2024 [Docket No. 249] (the “Bidding Procedures Order”).  All interested bidders
should carefully read the Bidding Procedures and Bidding Procedures Order.3
PLEASE TAKE FURTHER NOTICE that, if the Debtors so choose to designate one or
more stalking horse bidders, the deadline for designating a stalking horse bidder is on or before
July 11, 2024.4
PLEASE TAKE FURTHER NOTICE that, if the Debtors so choose to designate one or
more stalking horse bidders, any objection to Bid Protections set forth in (i) the Stalking Horse
Notice, or (ii) the form of Stalking Horse Order, shall be filed no later than four (4) business
days after the filing of the Stalking Horse Notice, at 4:00 p.m. (prevailing Eastern Time).
PLEASE TAKE FURTHER NOTICE that, except as otherwise set forth in the Bidding
Procedures Order, any objections to the Sale Transaction or the relief requested in the Sale Motion
must:  (a) be in writing; (b) conform to the applicable provisions of the Bankruptcy Rules and the
Local Rules; (c) state with particularity the legal and factual bases for the objection and the specific
grounds therefor; and (d) be filed with the Court and served on the Notice Parties so as to be
actually received on or before July 22, 2024, at 4:00 p.m. (prevailing Eastern Time).
PLEASE TAKE FURTHER NOTICE that, if the Debtors receive qualified competing
bids within the requirements and time frame specified by the Bidding Procedures Order, the
Debtors will conduct an auction (the “Auction”) of their Assets on July 24, 2024, at 10:00 a.m.
(prevailing Eastern Time) virtually through an online platform (or at any other location or
electronically as the Debtors may hereafter designate).
PLEASE TAKE FURTHER NOTICE that, except as otherwise set forth in the Bidding
Procedures Order, any objections to the Sale Transaction as to (i) the conduct of the Auction,
(ii) the particular terms of any proposed Sale Transaction in a Successful Bid, (iii) the identity of
a Successful Bidder or Back-Up Bidder must: (a) be in writing; (b) conform to the applicable
provisions of the Bankruptcy Rules and the Local Rules; (c) state with particularity the legal and
factual bases for the objection and the specific grounds therefor; and (d) be filed with the Court
and served on the Notice Parties so as to be actually received on or before July 25, 2024, at
4:00 p.m. (prevailing Eastern Time).
PLEASE TAKE FURTHER NOTICE that, except as otherwise set forth in the Bidding
Procedures Order, any objection to the adequate future performance solely as to the applicable
Successful Bidder or Back-Up Bidder must: (a) be in writing, (b) state, with specificity, the legal
and factual bases thereof, and (c) be filed with the Court and served on the Notice Parties so as to
be actually received by no later than July 29, 2024, at 4:00 p.m. (prevailing Eastern Time).
3
To the extent that there are any inconsistencies between this notice and the Bidding Procedures Order, the Bidding
Procedures Order shall govern in all respects.
4
The Debtors reserve the right, with the consent of the DIP Lenders, in consultation with the Committee, and in
accordance with the Bidding Procedures Order, to file notice on the docket to adjourn key dates and deadlines.
Case 24-11217-BLS    Doc 255    Filed 07/11/24    Page 2 of 5

3
PLEASE TAKE FURTHER NOTICE that, the Debtors will seek approval of any Sale
at a hearing scheduled to commence on July 31, 2024, at 2:00 p.m. (prevailing Eastern Time)
(the “Sale Hearing”) before the Honorable Judge Brendan L. Shannon, United States Bankruptcy
Judge for the Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor,
Courtroom No. 1, Wilmington, Delaware 19801.
PLEASE TAKE FURTHER NOTICE that, objections to proposed cure amounts or the
potential assumption and assignment of contract on any basis (except objections solely related to
adequate assurance of future performance by Successful Bidder) must:  (a) be in writing;
(b) conform to the applicable provisions of the Bankruptcy Rules and the Local Rules; (c) state
with particularity the legal and factual bases for the objection and the specific grounds therefor;
and (d) be filed with the Court and served on the Notice Parties so as to be actually received on
or within fourteen (14) days following service of any notice of potential assumption and
assignment.
Proposed Co-Counsel to the Debtors
Proposed Co-Counsel to the Debtors
Kirkland & Ellis LLP
601 Lexington Ave
New York, New York 10022
Attn. Joshua A. Sussberg, P.C.
Chris Ceresa
Email: joshua.sussberg@kirkland.com
chris.ceresa@kirkland.com
Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, Illinois 60654
Attn.: Spencer Winters, P.C.
Yusuf U. Salloum
Rebecca Marston
Email: spencer.winters@kirkland.com
yusuf.salloum@kirkland.com
rebecca.marston@kirkland.com
Cole Schotz, P.C.
500 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Attn: Patrick J. Reilley, Esq.
Email: preilley@coleschotz.com
Cole Schotz, P.C.
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
Attn:  Michael D. Sirota, Esq.
Email: msirota@coleschotz.com
Case 24-11217-BLS    Doc 255    Filed 07/11/24    Page 3 of 5

4
Counsel to the 1L Ad Hoc Group
Proposed Counsel to the Committee
Gibson, Dunn & Crutcher LLP
200 Park Ave
New York, New York 10166
Attn: Scott J. Greenberg
Jason Zachary Goldstein
Joshua Brody
Kevin Liang
Email: sgreenberg@gibsondunn.com
jsgoldstein@gibsondunn.com
jbrody@gibsondunn.com
kliang@gibsondunn.com
McDermott Will & Emery LLP
One Vanderbilt Ave
New York, New York 10017
Attn: Darren Azman
Kristin Going
Email: dazman@mwe.com
kgoing@mwe.com
McDermott Will & Emery LLP
The Brandywine Building
1000 N. West Street, Suite 1400
Washington, DC 20036
Attn: Edward Buthusiem
ebuthusiem@thinkbrg.com
United States Trustee
Stalking Horse Bidder or Back-Up Bidder
Office of the United States Trustee
for the District of Delaware
844 King Street, Suite 2207, Lockbox 35,
Wilmington, Delaware 19801
Attn. Benjamin A. Hackman
Email: benjamin.a.hackman@usdoj.gov
Counsel to any Stalking Horse Bidder or Back-Up
Bidder, as applicable
CONSEQUENCES OF FAILING TO TIMELY MAKE AN OBJECTION
ANY PARTY OR ENTITY WHO FAILS TO TIMELY MAKE AN OBJECTION TO
THE SALE ON OR BEFORE THE SALE OBJECTION DEADLINE IN ACCORDANCE
WITH THE BIDDING PROCEDURES ORDER SHALL BE FOREVER BARRED FROM
ASSERTING ANY OBJECTION TO THE SALE, INCLUDING WITH RESPECT TO THE
TRANSFER OF THE DEBTORS’ ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS,
ENCUMBRANCES, AND OTHER INTERESTS, EXCEPT AS SET FORTH IN THE
APPLICABLE PURCHASE AGREEMENT.
PLEASE TAKE FURTHER NOTICE that copies of the Sale Motion,
Bidding Procedures, and Bidding Procedures Order, as well as all related exhibits, is available:  (a)
free of charge upon request to Omni Agent Solutions, Inc. (the notice and claims agent retained in
these chapter 11 cases) by calling (866) 956-2140 (U.S./Canada) or (818) 666-3635 (International);
(b) by
visiting
the
website
maintained
in
these
chapter 11
cases
at
https://omniagentsolutions.com/Vyaire;
or
(c) for
a
fee
via
PACER
by
visiting
http://www.deb.uscourts.gov.
PLEASE TAKE FURTHER NOTICE that you may obtain additional information
concerning the above-captioned chapter 11 cases at the website maintained in these
chapter 11 cases at https://omniagentsolutions.com/Vyaire.
Case 24-11217-BLS    Doc 255    Filed 07/11/24    Page 4 of 5

Dated: July 11, 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)
Warren A. Usatine, Esq (admitted pro hac vice)
Spencer A. Winters, P.C. (admitted pro hac vice)
Court Plaza North, 25 Main Street
Yusuf U. Salloum (admitted pro hac vice)
Hackensack, New Jersey 07601
333 West Wolf Point Plaza
Telephone:
(201) 489-3000
Chicago, Illinois 60654
Facsimile:
(201) 489-1536
Telephone:
(312) 862-2000
Email:
msirota@coleschotz.com
Facsimile:
(312) 862-2200
wusatine@coleschotz.com
Email:
spencer.winters@kirkland.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
Case 24-11217-BLS    Doc 255    Filed 07/11/24    Page 5 of 5

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