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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.
)
(Joint Administration Requested)
)
VERIFIED STATEMENT OF THE 1L AD HOC GROUP
PURSUANT TO BANKRUPTCY RULE 2019
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy
Rules”), certain beneficial holders or the investment advisors or managers for certain beneficial
holders as identified on Exhibit A hereto (collectively, the “1L Ad Hoc Group”) hereby submit
this verified statement (this “Verified Statement”), and in support hereof state as follows:
1.
In March 2022, the 1L Ad Hoc Group (as comprised from time to time) formed and
retained Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) to represent it as legal counsel in
connection with a potential restructuring of the outstanding debt obligations of the above-
captioned debtors (the “Debtors”) and certain of their subsidiaries and affiliates. Subsequently,
in June 2024, Gibson Dunn contacted Pachulski Stang Ziehl & Jones LLP (“PSZJ”) to serve as
Delaware co-counsel to the 1L Ad Hoc Group.
2.
As of the date of this Verified Statement, Gibson Dunn and PSZJ represent (as that
term is defined in Bankruptcy Rule 2019(a)(2)) the 1L Ad Hoc Group, comprised of the beneficial
holders or the investment advisors or managers for certain beneficial holders that are identified on
1A 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’ proposed 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.
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Exhibit A hereto in their capacities as lenders under that certain First Lien Credit Agreement,
dated as of April 16, 2018 (as amended, restated, amended and restated, supplemented, or
otherwise modified from time to time, the “First Lien Credit Agreement” and the Loans (as
defined in the First Lien Credit Agreement) made thereunder, the “First Lien Term Loans”), by
and among Vyaire Company, as holdings, Vyaire Medical, Inc., as the U.S. borrower, Vyaire
Finance B.V., as the Dutch borrower, the other lenders from time to time party thereto, and Bank
of America, N.A., as administrative and collateral agent.
3.
Gibson Dunn and PSZJ do not represent or purport to represent any other entities
in connection with the Debtors’ chapter 11 cases. Gibson Dunn and PSZJ do not represent the 1L
Ad Hoc Group as a “committee” (as such term is used in the Bankruptcy Code and Bankruptcy
Rules) and do not undertake to represent the interests of, and are not fiduciaries for, any creditor,
party in interest, or other entity that has not signed a retention agreement with Gibson Dunn or
PSZJ. In addition, the 1L Ad Hoc Group does not represent or purport to represent any other
entities in connection with the Debtors’ chapter 11 cases. Each member of the 1L Ad Hoc Group
does not represent the interests of, nor act as a fiduciary for, any person or entity other than itself
in connection with the Debtors’ chapter 11 cases.
4.
Upon information and belief formed after due inquiry, Gibson Dunn and PSZJ do
not hold any disclosable economic interests (as that term is defined in Bankruptcy Rule 2019(a)(1))
in relation to the Debtors.
5.
The names and addresses of each of the members of the 1L Ad Hoc Group, together
with the nature and amount of the disclosable economic interests held by each of them in relation
to the Debtors, are set forth in Exhibit A attached hereto. The information set forth in Exhibit A
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is based on information provided to Gibson Dunn and PSZJ by the members of the 1L Ad Hoc
Group and is intended only to comply with Bankruptcy Rule 2019 and not for any other purpose.
6.
The undersigned verifies that the foregoing is true and correct to the best of its
knowledge.
7.
Nothing contained in this Verified Statement is intended or shall be construed to
constitute: (i) a waiver or release of the rights of any of the members of the 1L Ad Hoc Group to
have any final order entered by, or other exercise of the judicial power of the United States
performed by, an Article III court; (ii) a waiver or release of the rights of any of the members of
the 1L Ad Hoc Group to have any and all final orders in any and all non-core matters entered only
after de novo review by a United States District Judge; (iii) consent to the jurisdiction of the Court
over any matter; (iv) an election of remedy; (v) a waiver of release of any rights of any of the
members of the 1L Ad Hoc Group may have to a jury trial; (vi) a waiver or release of the right to
move to withdraw the reference with respect to any matter or proceeding that may be commenced
in these chapter 11 cases against or otherwise involving any of the members of the 1L Ad Hoc
Group; or (vii) a waiver or release of any other rights, claims, actions, defenses, setoffs or
recoupments to which any of the members of the 1L Ad Hoc Group are or may be entitled under
the First Lien Credit Agreement, in law or in equity, applicable law or under any agreement or
otherwise, with all such rights, claims, actions, defenses, setoffs or recoupments being expressly
reserved in all respects.
8.
The 1L Ad Hoc Group, through its undersigned counsel, reserves the right to amend
or supplement this Verified Statement in accordance with the requirements of the Bankruptcy Rule
2019 at any time in the future.
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Dated: June 11, 2024
Wilmington, Delaware
/s/ Laura Davis Jones
PACHULSKI STANG ZIEHL & JONES LLP
Laura Davis Jones (DE No. 2436)
Timothy P. Cairns (DE Bar No. 4228)
919 North Market Street
17th Floor
Wilmington, Delaware 19801
Telephone:
(302) 652-4100
Facsimile:
(302) 652-4400
E-mail:
ljones@pszjlaw.com
tcairns@pszjlaw.com
- and -
GIBSON, DUNN & CRUTCHER LLP
Scott J. Greenberg (pro hac vice pending)
Jason Zachary Goldstein (pro hac vice pending)
Joshua Brody (pro hac vice pending)
Kevin Liang (pro hac vice pending)
200 Park Avenue
New York, New York 10166
Telephone:
(212) 351-4000
Facsimile:
(212) 351-4035
Email:
SGreenberg@gibsondunn.com
JGoldstein@gibsondunn.com
JBrody@gibsondunn.com
KLiang@gibsondunn.com
Attorneys for the 1L Ad Hoc Group
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