Vyaire - COC - Bid Procedures Motion Order Final
- Date
- 2024-06-10
Summary
A certification of counsel filed July 9, 2024 as Doc 233 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), a jointly administered Chapter 11 case in the United States Bankruptcy Court for the District of Delaware, regarding the Debtors' bidding procedures motion at Docket No. 16. It states that the motion, filed June 10, 2024, sought approval of bidding procedures for the sale of substantially all of the Debtors' assets, a stalking horse agreement and related relief. Counsel certifies that Kuehne + Nagel Inc. filed a limited objection, which the parties agreed will be heard at the sale hearing on July 31, 2024, and that Cigna, the U.S. Trustee and the Official Committee of Unsecured Creditors gave informal comments. The Debtors attach a Revised Proposed Order as Exhibit 1 and a blackline as Exhibit 2 and ask the Court to enter the revised order.
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Case 24-11217-BLS Doc 233 Filed 07/09/24 Page 1 of 4
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 No. 16
CERTIFICATION OF
COUNSEL REGARDING
MOTION OF 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, (V) APPROVING PROCEDURES FOR THE ASSUMPTION
AND ASSIGNMENT OF CONTRACTS, (VI) APPROVING THE SALE OF THE
DEBTORS’ ASSETS FREE AND CLEAR, AND (VII) GRANTING RELATED RELIEF
The undersigned proposed counsel to Vyaire Medical, Inc. and certain of its affiliates, the
debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”),
hereby certifies as follows:
1. On June 10, 2024, the Motion of 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
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 233 Filed 07/09/24 Page 2 of 4
Hearing, (V) Approving Procedures for the Assumption and Assignment of Contracts,
(VI) Approving the Sale of The Debtors’ Assets Free and Clear, and (VII) Granting Related Relief
[Docket No. 16] (the “Motion”) was filed with the United States Bankruptcy Court for the District
of Delaware (the “Court”). Attached thereto as Exhibit A was a proposed form of order granting
the relief requested in the Motion (the “Proposed Order”).
2. Objections, if any, to the Motion and entry of the Proposed Order were to
be filed and served on the undersigned proposed counsel by July 2, 2024, at 4:00 p.m.
(prevailing Eastern Time) (the “Objection Deadline”), except for the Office of the United
States Trustee for the District of Delaware (the “U.S. Trustee”), whose deadline was extended to
July 5, 2024, and the Official Committee of Unsecured Creditors (the “Committee”), whose
deadline was extended to July 8, 2024.
3. Prior to the Objection Deadline, Kuehne + Nagel Inc. (“K + N”) filed the Limited
Objection and Reservation of Rights of Kuehne + Nagel Inc. to of Motion of 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, (V) Approving Procedures for the Assumption and Assignment of
Contracts, (VI) Approving the Sale of The Debtors’ Assets Free and Clear, and (VII) Granting
Related Relief (the “K + N Sale Objection”) and counsel to Cigna Health and Life Insurance
Company (“Cigna”) provided the Debtors with informal comments to the Motion and Proposed
Order.
2
Case 24-11217-BLS Doc 233 Filed 07/09/24 Page 3 of 4
4. Prior to the U.S. Trustee and Committee’s respective extended Objection
Deadlines, the Debtors received informal comments to the Proposed Order from the U.S. Trustee
and counsel to the Committee.
5. The Debtors have not received any other objections or other informal comments to
the Motion and Proposed Order.
6. The Debtors and Kuehne + Nagel Inc. agreed the K+N Sale Objection will be heard
at the sale hearing on July 31, 2024, at 2:00 p.m. (prevailing Eastern Time).
7. The Debtors revised the Proposed Order to address the informal comments
received from counsel to Cigna, the U.S. Trustee, and counsel to the Committee, and the
parties agreed to a revised Proposed Order, a copy of which is attached hereto as Exhibit 1
(the “Revised Proposed Order”).
8. A blackline comparing the Revised Proposed Order against the Proposed Order is
attached hereto as Exhibit 2.
9. The Debtors respectfully request that the Court enter the Revised Proposed Order
at its earliest convenience.
[Remainder of Page Intentionally Left Blank]
3
Case 24-11217-BLS Doc 233 Filed 07/09/24 Page 4 of 4
Dated: July 9, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Patrick J. Reilley, Esq. (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
4
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