Vyaire - COC - NOL Motion Final Order FINAL
- Date
- 2024-07-05
Summary
Doc 150-2, Exhibit 2, a blackline of the Final Order (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and (II) Granting Related Relief in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware, filed July 5, 2024. The order grants the debtors' motion on a final basis, approves the Procedures attached as Exhibit 1, and makes transfers or declarations of worthlessness that violate them null and void ab initio. It requires remedial actions for violating transfers, amended tax returns for violating declarations, and posting of the Procedures online. Exhibit 1 sets out filing and notice requirements for Substantial Shareholders, and the document ends with a notice signed by proposed co-counsel Cole Schotz P.C. and Kirkland & Ellis LLP.
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Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 1 of 40
Exhibit 2
Blackline
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 2 of 40
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 Administerationed
Requested)
)
) Re: Docket NoNos. __14, 91
FINAL ORDER (I) APPROVING NOTIFICATION
AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF
AND DECLARATIONS OF WORTHLESSNESS WITH RESPECT
TO COMMON STOCK AND (II) GRANTING RELATED RELIEF
Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in
possession (collectively, the “Debtors”) for the entry of a final order (this “Final Order”),
(a) authorizing, but not directing, the Debtors to approve certain notification and hearing
procedures, substantially in the form of Exhibit 1 attached hereto (the “Procedures”), related to
certain transfers of, or declarations of worthlessness with respect to Debtor Vyaire Holding
Company’s existing classes of common stock or any Beneficial Ownership3 therein (any such
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’ 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.
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.
3
“Beneficial Ownership” will be determined in accordance with the applicable rules of sections 382 and 383 of
the Internal Revenue Code of 1986, 26 U.S.C. §§ 1–9834 as amended (the “IRC”), and the U.S. Department of
the Treasury regulations thereunder (“Treasury Regulations”) (other than Treasury Regulations
section 1.382-2T(h)(2)(i)(A)), and includes direct, indirect, and constructive ownership (e.g., (1) a holding
company would be considered to beneficially own all equity securities owned by its subsidiaries, (2) a partner in
a partnership would be considered to beneficially own its proportionate share of any equity securities owned by
such partnership, (3) an individual and such individual’s family members may be treated as one individual,
(4) persons and entities acting in concert to make a coordinated acquisition of equity securities may be treated
as a single entity, and (5) a holder would be considered to beneficially own equity securities that such holder has
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 3 of 40
record or Beneficial Ownership of common stock, (collectively, the “Common Stock”));
(b) directing that any purchase, sale, other transfer of, or declaration of worthlessness with
respect to Common Stock in violation of the Procedures shall be null and void ab initio, and (c)
granting related relief, all as more fully set forth in the Motion; and upon the First Day
Declaration; and the United States District Court for the District of Delaware has jurisdiction
over this matter pursuant to 28 U.S.C. § 1334, which was referred to the Court under 28 U.S.C. §
157 and the Amended Standing Order of Reference from the United States District Court for the
District of Delaware, dated February 29, 2012; and this Court having found that this is a core
proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that this Court may
enter a final order consistent with Article III of the United States Constitution; and this Court
having found that venue of this proceeding and the Motion in this district is proper pursuant to
28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in the Motion
is in the best interests of the Debtors’ estates, their creditors, and other parties in interest; and
this Court having found that the Debtors’ notice of the Motion and opportunity for a hearing on
the Motion were appropriate under the circumstances and no other notice need be provided; and
this Court having reviewed the Motion and having heard the statements in support of the relief
requested therein at a hearing before this Court (the “Hearing”); and this Court having
determined that the legal and factual bases set forth in the Motion and at the Hearing establish
just cause for the relief granted herein; and upon all of the proceedings had before this Court; and
after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
an Option (as defined herein) to acquire). An “Option” to acquire stock includes all interests described in
Treasury Regulations section 1.382-4(d)(9), including any contingent purchase right, warrant, convertible debt,
put, call, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it
is contingent or otherwise not currently exercisable.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 4 of 40
1. The Motion is granted on a final basis as set forth herein.
2. 1. The Procedures, as set forth in Exhibit 1 attached to this Final Order are hereby
approved on a final basis.
3. 2. Any postpetition transfer of or postpetition declaration of worthlessness with
respect to Beneficial Ownership of Common Stock in violation of the Procedures, including but
not limited to the notice requirements, shall be null and void ab initio.
4. 3. In the case of any such postpetition transfer of Beneficial Ownership of
Common Stock in violation of the Procedures, including but not limited to the notice
requirements, the person or entity making such transfer shall be required to take remedial actions
specified by the Debtors, in consultation with the official committee of unsecured creditors (the
“Committee”) and the Ad Hoc Group, which may include the actions specified in Private Letter
Ruling 201010009 (Dec. 4, 2009), to appropriately reflect that such transfer is null and void ab
initio.
5. 4. In the case of any such postpetition declaration of worthlessness with respect to
Beneficial Ownership of Common Stock in violation of the Procedures, including the notice
requirements, the person or entity making such declaration shall be required to file an amended
tax return revoking such declaration and any related deduction to appropriately reflect that such
declaration is void ab initio.
6. Nothing in this Final Order or the exhibits thereto shall authorize any filer that is
not an individual to redact the name, date acquired, number of shares held, or last four digits of
TIN.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 5 of 40
7. 5. The Debtors may retroactively or prospectively, in writing and in consultation
with the Committee and the Ad Hoc Group, waive any and all restrictions, stays and notification
procedures set forth in the Procedures.
8. 6. The Debtors shall post the Procedures to the website established by Omni
Agent Solutions, Inc. for these chapter 11 cases (https://omniagentsolutions.com/Vyaire), such
notice being reasonably calculated to provide notice to all parties that may be affected by the
Procedures, whether known or unknown.
9. 7. Nothing in the Motion or this InterimFinal Order waives or modifies the
requirements of the Restructuring Support Agreement, including, without limitation, the consent
and consultation rights contained therein; provided, however, that nothing in the Motion or this
Final Order constitutes Court approval of the Restructuring Support Agreement.
10. 8. Notwithstanding anything to the contrary contained herein, any payment to be
made hereunder, and any authorization contained herein, shall be subject to any interim and final
orders, as applicable, approving the use of such cash collateral and/or the Debtors’ entry into any
postpetition financing facilities or credit agreement, and any budgets in connection therewith
governing any such postpetition financing and/or use of cash collateral (each such order, a “DIP
Order”). To the extent there is any inconsistency between the terms of the DIP Order and any
action taken or proposed to be taken hereunder, the terms of the DIP Order shall control.
11. 9. To the extent that this Final Order is inconsistent with any prior order or
pleading with respect to the Motion in these chapter 11 cases, the terms of this Final Order shall
govern.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 6 of 40
12. 10. Nothing herein shall preclude any person desirous of acquiring Common
Stock from requesting relief from this Final Order from this Court, subject to the Debtors’ and
the other Notice Parties’ rights to oppose such relief.
13. 11. The requirements set forth in this Final Order are in addition to the
requirements of applicable law and do not excuse compliance therewith.
14. 12. Nothing contained in the Motion or this Final Order, and no action taken
pursuant to the relief requested or granted (including any payment made in accordance with this
Final Order), is intended as or shall be construed or deemed to be: (a) an admission as to the
amount of, basis for, priority of, or validity of any claim against the Debtors under the
Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any
other party in interest’s right to dispute any claim on any grounds; (c) a promise or requirement
to pay any particular claim; (d) an implication, admission or finding that any particular claim is
an administrative expense claim, other priority claim or otherwise of a type specified or defined
in the Motion or this Final Order; (e) a request or authorization to assume, adopt, or reject any
agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (f) an admission as
to the validity, priority, enforceability or perfection of any lien on, security interest in, or other
encumbrance on property of the Debtors’ estates; or (g) a waiver or limitation of any claims,
causes of action or other rights of the Debtors or any other party in interest against any person or
entity under the Bankruptcy Code or any other applicable law.
13. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).
15. 14. Notice of the Motion as provided therein shall be deemed good and sufficient
notice of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are
satisfied by such notice.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 7 of 40
16. 15. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this
Final Order are immediately effective and enforceable upon its entry.
17. 16. The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this Final Order in accordance with the Motion.
18. 17. This Court retains exclusive jurisdiction with respect to all matters arising
from or related to the implementation, interpretation, and enforcement of this Final Order.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 8 of 40
Exhibit 1
Procedures for Transfers of and Declarations of Worthlessness
with Respect to Beneficial Ownership of Common Stock
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 9 of 40
PROCEDURES FOR TRANSFERS OF AND DECLARATIONS
OF WORTHLESSNESS WITH RESPECT TO COMMON STOCK
The following procedures apply to transfers of Common Stock:1
a. Any entity (as defined in section 101(15) of the Bankruptcy Code) that is a
Substantial Shareholder (as defined herein) must file with the Court, and
serve upon: (i) the Debtors, Vyaire Medical, Inc., 26125 North
Riverwoods Boulevard, Mettawa, Illinois 60045, Attn.: Charles Braley
(cbraley@alixpartners.com); (ii) proposed co-counsel to the Debtors
(a) Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York
10022, Attn.: Joshua A. Sussberg, P.C. (joshua.sussberg@kirkland.com),
Chris Ceresa (chris.ceresa@kirkland.com), and Tiffani Chanroo
(tiffani.chanroo@kirkland.com), (b) Kirkland & Ellis LLP, 333 Wolf Point
Plaza, Chicago, Illinois, 60654, Attn.: Spencer A. Winters
(spencer.winters@kirkland.com) and Yusuf U. Salloum
(yusuf.salloum@kirkland.com); and (c) Cole Schotz P.C., 500 Delaware
Avenue, Suite 1410, Wilmington, Delaware 19801,
Attn: Patrick J. Reilley, Esq. (preilley@coleschotz.com), Stacy L. Newman
(snewman@coleschotz.com), Michael E. Fitzpatrick, Esq.
(mfitzpatrick@coleschotz.com), and (d) Cole Schotz P.C., Court Plaza
North, 25 Main Street, Hackensack, New Jersey 07601, Attn.: Michael D.
Sirota, Esq. (msirota@coleschotz.com), Warren A. Usatine, Esq.
(wusatine@coleschotz.com); (iii) counsel to the 1L Ad Hoc Group,
Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, NY
10166-0193, Attn.: Scott J. Greenberg (SGreenberg@gibsondunn.com),
Jason Zachary Goldstein (JGoldstein@gibsondunn.com), Joshua Brody
(JBrody@gibsondunn.com), and Kevin Liang (KLiang@gibsondunn.com)
and (iv) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street,
17th Floor, Wilmington, DE 19801, Attn.: Laura Davis Jones
(ljones@pszjlaw.com); (iv) proposed counsel to the Committee, (i)
McDermott Will & Emery LLP, The Brandywine Building, 1000 N. West
Street, Suite 1400, Wilmington, Delaware 19801, Attn.: David Hurst
(dhurst@mwe.com) and Maris Kandestin (mkandestin@mwe.com) and (ii)
McDermott Will & Emery LLP, One Vanderbilt Avenue, New York, NY
10017-3852, Attn: Darren Azman (dazman@mwe.com) and Kristin Going
(kgoing@mwe.com); (v) the United States Trustee for the
District of Delaware, Attn.: Benjamin A. Hackman
(Benjamin.A.Hackman@usdoj.gov); and (vvi) any statutory committee
appointed in these chapter 11 cases (collectively, the
“Notice Parties”), a declaration of such status, substantially in the form
attached hereto as Exhibit 1A (each, a “Declaration of Status as a
Substantial Shareholder”), on or before the later of (A) twenty calendar
1
Capitalized terms used but not otherwise defined herein have the meanings given to them in the Motion.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 10 of 40
days after the date of the Notice of Final Order, or (B) 10 calendar days
after becoming a Substantial Shareholder; provided that, for the avoidance
of doubt, the other procedures set forth herein shall apply to any Substantial
Shareholder even if no Declaration of Status as a Substantial Shareholder
has been filed.
b. Prior to effectuating any transfer of Beneficial Ownership of Common
Stock that would result in an increase in the amount of Common Stock of
which a Substantial Shareholder has Beneficial Ownership or would result
in an entity or individual becoming a Substantial Shareholder, the parties to
such transaction must file with the Court, and serve upon the Notice
Parties, an advance written declaration of the intended transfer of Common
Stock, substantially in the form attached hereto as Exhibit 1B
(each, a “Declaration of Intent to Accumulate Common Stock”).
c. Prior to effectuating any transfer of Beneficial Ownership of Common
Stock that would result in a decrease in the amount of Common Stock of
which a Substantial Shareholder has Beneficial Ownership or would result
in an entity or individual ceasing to be a Substantial Shareholder, the
parties to such transaction must file with the Court, and serve upon the
Notice Parties, an advance written declaration of the intended transfer of
Common Stock, substantially in the form attached hereto as Exhibit 1C
(each, a “Declaration of Intent to Transfer Common Stock,” and together
with a Declaration of Intent to Accumulate Common Stock, each,
a “Declaration of Proposed Transfer”).
d. The Debtors and the other Notice Parties shall have ten calendar days after
receipt of a Declaration of Proposed Transfer to file with the Court and
serve on such Substantial Shareholder or potential Substantial Shareholder
an objection to any proposed transfer of Beneficial Ownership of Common
Stock, described in the Declaration of Proposed Transfer on the grounds
that such transfer is reasonably expected to adversely affect the Debtors’
ability to utilize their Tax Attributes. If the Debtors or any of the other
Notice Parties file an objection, such transaction will remain ineffective
unless such objection is withdrawn, or such transaction is approved by a
final and non-appealable order of the Court. If the Debtors and the other
Notice Parties do not object within such ten-day period, such transaction
can proceed solely as set forth in the Declaration of Proposed Transfer.
Further transactions within the scope of this paragraph must be the subject
of additional notices in accordance with the procedures set forth herein,
with an additional ten-day waiting period for each Declaration of Proposed
Transfer. To the extent that the Debtors receive an appropriate Declaration
of Proposed Transfer and determine in their business judgment not to
object, they shall provide notice of that decision as soon as is reasonably
practicable to the Notice Parties.
2
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 11 of 40
e. For purposes of these Procedures (including, for the avoidance of doubt,
with respect to both transfers and declarations of worthlessness):
(i) a “Substantial Shareholder” is any entity or individual person that has
Beneficial Ownership of at least 152,436 shares of Common Stock;
(representing approximately 4.5 percent of all issued and outstanding
shares of Common Stock); and (ii) “Beneficial Ownership” will be
determined in accordance with the applicable rules of section 382 of the
IRC, and the Treasury Regulations promulgated thereunder (other than
Treasury Regulations section 1.382-2T(h)(2)(i)(A)) and includes direct,
indirect, and constructive ownership (e.g., (1) a holding company would be
considered to beneficially own all equity securities owned by its
subsidiaries, (2) a partner in a partnership would be considered to
beneficially own its proportionate share of any equity securities owned by
such partnership, (3) an individual and such individual’s family members
may be treated as one individual, (4) persons and entities acting in concert
to make a coordinated acquisition of equity securities may be treated as a
single entity, and (5) a holder would be considered to beneficially own
equity securities that such holder has an Option (as defined herein) to
acquire). An “Option” to acquire stock includes all interests described in
Treasury Regulations section 1.382-4(d)(9), including any contingent
purchase right, warrant, convertible debt, put, call, stock subject to risk of
forfeiture, contract to acquire stock, or similar interest, regardless of
whether it is contingent or otherwise not currently exercisable.
The following procedures apply for declarations of worthlessness of Common Stock:
a. Any person or entity that currently is or becomes a 50-Percent Shareholder2
must file with the Court and serve upon the Notice Parties a declaration of
such status, substantially in the form attached hereto as Exhibit 1D (each,
a “Declaration of Status as a 50-Percent Shareholder”), on or before the
later of (i) twenty calendar days after the date of the Notice of Final Order
and (ii) 10 calendar days after becoming a 50-Percent Shareholder;
provided that, for the avoidance of doubt, the other procedures set forth
herein shall apply to any 50-Percent Shareholder even if no Declaration of
Status as a 50-Percent Shareholder has been filed.
a. Prior to filing any federal or state tax return, or any amendment to such a
return, or taking any other action that claims any deduction for
worthlessness of Beneficial Ownership of Common Stock for a taxable
year ending before the Debtors’ emergence from chapter 11 protection,
such 50-Percent Shareholder must file with the Court and serve upon the
Notice Parties a declaration of intent to claim a worthless stock deduction
2
For purposes of the Procedures, a “50-Percent Shareholder” is any person or entity that, at any time since
December 31, 2020, has owned Beneficial Ownership of 50% or more of the Common Stock (determined in
accordance with section 382(g)(4)(D) of the IRC and the applicable Treasury Regulations thereunder).
3
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 12 of 40
(a “Declaration of Intent to Claim a Worthless Stock Deduction”),
substantially in the form attached hereto as Exhibit 1E.
i. The Debtors and the other Notice Parties shall have ten calendar
days after receipt of a Declaration of Intent to Claim a Worthless
Stock Deduction to file with the Court and serve on such
50-Percent Shareholder an objection to any proposed claim of
worthlessness described in the Declaration of Intent to Claim a
Worthless Stock Deduction on the grounds that such claim might
adversely affect the Debtors’ ability to utilize their Tax Attributes.
ii. If the Debtors or the other Notice Parties timely object, the filing of
the tax return or amendment thereto with such claim will not be
permitted unless approved by a final and non-appealable order of
the Court, unless such objection is withdrawn.
iii. If the Debtors and the other Notice Parties do not object within
such ten-day period, the filing of the return or amendment with
such claim will be permitted solely as described in the Declaration
of Intent to Claim a Worthless Stock Deduction. Additional
returns and amendments within the scope of this section must be
the subject of additional notices as set forth herein, with an
additional ten-day waiting period. To the extent that the Debtors
receive an appropriate Declaration of Intent to Claim a Worthless
Stock Deduction and determine in their business judgment not to
object, they shall provide notice of that decision as soon as is
reasonably practicable to the Notice Parties.
NOTICE PROCEDURES
The following notice procedures apply to these Procedures:
a. No later than 5 business days following entry of the Interim Order, the
Debtors shall serve a notice by first class mail and email, if available,
substantially in the form attached to the Procedures as Exhibit 1F
(the “Notice of Interim Order”), on: (i) the U.S. Trustee; (ii) Gibson, Dunn
& Crutcher LLP, as counsel to the 1L Ad Hoc Group; (iii) the entities listed
on the consolidated list of creditors holding the thirty largest unsecured
claims; (iv) the U.S. Securities and Exchange Commission; (v) the Internal
Revenue Service; (vi) the United States Attorney’s Office for the District of
Delaware; (vii) the state attorneys general for states in which the Debtors
conduct business; (viii) the registered and nominee holders of the Common
Stock; and (ix) the Notice Parties. Additionally, no later than 5 business
days following entry of the Final Order, the Debtors shall serve a Notice of
Interim Order modified to reflect that the Final Order has been entered (as
4
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 13 of 40
modified, the “Notice of Final Order”) on the same entities that received
the Notice of Interim Order.
b. All registered and nominee holders of Common Stock shall be required to
serve the Notice of Interim Order or Notice of Final Order, as applicable,
on any holder for whose benefit such registered or nominee holder holds
such Common Stock, down the chain of ownership for all such holders of
Common Stock.
c. Any entity or individual, or broker or agent acting on such entity’s or
individual’s behalf who sells Common Stock to another entity or
individual, shall be required to serve a copy of the Notice of Interim Order
or Notice of Final Order, as applicable, on such purchaser of such Common
Stock, or any broker or agent acting on such purchaser’s behalf.
d. To the extent confidential information is required in any declaration
described in the Procedures, such confidential information may be filed
with the Court in redacted form; provided, however, that any such
declarations served on the Notice Parties shall not be in redacted form.
The Notice Parties shall keep all information provided in such declarations
strictly confidential and shall not disclose the contents thereof to any
person except: (i) to the extent necessary to respond to a petition or
objection filed with the Court; (ii) to the extent otherwise required by law;
or (iii) to the extent that the information contained therein is already public;
provided, further, however, that the Debtors may disclose the contents
thereof to their professional advisors, who shall keep all such notices
strictly confidential and shall not disclose the contents thereof to any other
person, subject to further Court order. To the extent confidential
information is necessary to respond to an objection filed with the Court,
such confidential information shall be filed under seal or in a redacted
form.
5
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 14 of 40
Exhibit 1A
Declaration of Status as a Substantial Shareholder
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 15 of 40
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 Administerationed
Requested)
)
DECLARATION OF STATUS AS A SUBSTANTIAL SHAREHOLDER2
The undersigned party is/has become a Substantial Shareholder with respect to the
existing classes of common stock or any Beneficial Ownership therein (any such record or
Beneficial Ownership of common stock, collectively, the “Common Stock”) of Vyaire Holding
Company. Vyaire Holding Company is a debtor and debtor in possession in Case No. 24-11217
(___BLS) pending in the United States Bankruptcy Court for the District of Delaware
(the “Court”).
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’ 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.
2
For purposes of this Declaration: (i) a “Substantial Shareholder” is any entity or individual that has Beneficial
Ownership of at least (A) 152,436 shares of Common Stock (representing approximately 4.5 percent of issued
and outstanding shares of Common Stock); (ii) “Beneficial Ownership” will be determined in accordance with
the applicable rules of sections 382 and 383 of the Internal Revenue Code of 1986, 26 U.S.C. §§ 1–9834 as
amended (the “IRC”), and the Treasury Regulations thereunder (other than Treasury Regulations
section 1.382-2T(h)(2)(i)(A)) and includes direct, indirect, and constructive ownership (e.g., (1) a holding
company would be considered to beneficially own all equity securities owned by its subsidiaries, (2) a partner in
a partnership would be considered to beneficially own its proportionate share of any equity securities owned by
such partnership, (3) an individual and such individual’s family members may be treated as one individual,
(4) persons and entities acting in concert to make a coordinated acquisition of equity securities may be treated
as a single entity, and (5) a holder would be considered to beneficially own equity securities that such holder has
an Option (as defined herein) to acquire). An “Option” to acquire stock includes all interests described in
Treasury Regulations section 1.382-4(d)(9), including any contingent purchase right, warrant, convertible debt,
put, call, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it
is contingent or otherwise not currently exercisable.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 16 of 40
As of______, 2024, the undersigned party currently has Beneficial Ownership of
______ shares of Common Stock. The following table sets forth the date(s) on which the
undersigned party acquired Beneficial Ownership of such Common Stock:
Number of Shares Date Acquired
(Attach additional page or pages if necessary)
The last four digits of the taxpayer identification number of the undersigned party
are ______.
Pursuant to the Final Order (I) Approving Notification and Hearing Procedures for
Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and
(II) Granting Related Relief [Docket No. ______] (the “Final Order”), this declaration
(this “Declaration”) is being filed with the Court and served upon the Notice Parties (as defined
in the Final Order).
At the election of the Substantial Shareholder, the Declaration to be filed with this Court
(but not the Declaration that is served upon the Notice Parties) may be redacted to exclude the
Substantial Shareholder’s taxpayer identification number and the amount of Common Stock that
the Substantial Shareholder beneficially owns.
2
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 17 of 40
Pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby
declares that he or she has examined this Declaration and accompanying attachments (if any),
and, to the best of his or her knowledge and belief, this Declaration and any attachments hereto
are true, correct, and complete.
Respectfully submitted,
(Name of Substantial Shareholder)
By: ________________________________
Name: _____________________________
Address: ___________________________
___________________________________
Telephone: _________________________
Facsimile: __________________________
Dated: _______________, 2024
_______________, __________
(City) (State)
3
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 18 of 40
Exhibit 1B
Declaration of Intent to Accumulate Common Stock
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 19 of 40
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 Administerationed
Requested)
)
DECLARATION OF INTENT TO
ACCUMULATE COMMON STOCK2
The undersigned party hereby provides notice of its intention to purchase, acquire, or
otherwise accumulate (the “Proposed Transfer”) one or more shares of the existing classes of
common stock or any Beneficial Ownership therein (any such record or Beneficial Ownership of
common stock, collectively, the “Common Stock”) of Vyaire Holding Company. Vyaire
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’ 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.
2
For purposes of this Declaration: (i) a “Substantial Shareholder” is any entity or individual that has Beneficial
Ownership of at least 152,436 shares of Common Stock (representing approximately 4.5 percent of all issued
and outstanding shares of Common Stock); and (ii) “Beneficial Ownership” will be determined in accordance
with the applicable rules of sections 382 and 383 of the Internal Revenue Code of 1986, 26 U.S.C. §§ 1–9834
as amended (the “IRC”), and the Treasury Regulations thereunder (other than Treasury Regulations section
1.382-2T(h)(2)(i)(A)), and includes direct, indirect, and constructive ownership (e.g., (1) a holding company
would be considered to beneficially own all equity securities owned by its subsidiaries, (2) a partner in a
partnership would be considered to beneficially own its proportionate share of any equity securities owned by
such partnership, (3) an individual and such individual’s family members may be treated as one individual,
(4) persons and entities acting in concert to make a coordinated acquisition of equity securities may be treated
as a single entity, and (5) a holder would be considered to beneficially own equity securities that such holder has
an Option (as defined herein) to acquire). An “Option” to acquire stock includes all interests described in
Treasury Regulations section 1.382-4(d)(9), including any contingent purchase right, warrant, convertible debt,
put, call, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it
is contingent or otherwise not currently exercisable.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 20 of 40
Holding Company is a debtor and debtor in possession in Case No. 24-11217 (___BLS) pending
in the United States Bankruptcy Court for the District of Delaware (the “Court”).
If applicable, on ______, 2024, the undersigned party filed a Declaration of Status as a
Substantial Shareholder with the Court and served copies thereof as set forth therein.
The undersigned party currently has Beneficial Ownership of ______ shares of Common
Stock.
Pursuant to the Proposed Transfer, the undersigned party proposes to purchase, acquire,
or otherwise accumulate Beneficial Ownership of ______ shares of Common Stock or an Option
with respect to ______ shares of Common Stock. If the Proposed Transfer is permitted to occur,
the undersigned party will have Beneficial Ownership of ______ shares of Common Stock.
The last four digits of the taxpayer identification number of the undersigned party
are ______.
Pursuant to the Final Order (I) Approving Notification and Hearing Procedures for
Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and
(II) Granting Related Relief [Docket No. ______] (the “Final Order”), this declaration
(this “Declaration”) is being filed with the Court and served upon the Notice Parties (as defined
in the Final Order).
At the election of the undersigned party, the Declaration to be filed with this Court (but
not the Declaration that is served upon the Notice Parties) may be redacted to exclude the
undersigned party’s taxpayer identification number and the amount of Common Stock that the
undersigned party beneficially owns.
2
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 21 of 40
Pursuant to the Final Order, the undersigned party acknowledges that it is prohibited from
consummating the Proposed Transfer unless and until the undersigned party complies with the
Procedures set forth therein.
The Debtors and the other Notice Parties have twenty calendar days after receipt of this
Declaration to object to the Proposed Transfer described herein. If the Debtors or any of the
other Notice Parties file an objection, such Proposed Transfer will remain ineffective unless such
objection is withdrawn or such transaction is approved by a final and non-appealable order of the
Court. If the Debtors and the other Notice Parties do not object within such twenty-day period,
then after expiration of such period the Proposed Transfer may proceed solely as set forth in this
Declaration.
Any further transactions contemplated by the undersigned party that may result in the
undersigned party purchasing, acquiring, or otherwise accumulating Beneficial Ownership of
additional shares of Common Stock will each require an additional notice filed with the Court to
be served in the same manner as this Declaration.
Pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby
declares that he or she has examined this Declaration and accompanying attachments (if any),
and, to the best of his or her knowledge and belief, this Declaration and any attachments hereto
are true, correct, and complete.
Respectfully submitted,
(Name of Declarant)
By: ________________________________
Name: _____________________________
Address: ___________________________
___________________________________
Telephone: _________________________
Facsimile: __________________________
3
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 22 of 40
Dated: _______________, 2024
_______________, __________
(City) (State)
4
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 23 of 40
Exhibit 1C
Declaration of Intent to Transfer Common Stock
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 24 of 40
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 Administerationed
Requested)
)
DECLARATION OF INTENT TO
TRANSFER COMMON STOCK2
The undersigned party hereby provides notice of its intention to sell, trade, or otherwise
transfer (the “Proposed Transfer”) one or more shares of the existing classes of common stock or
any Beneficial Ownership therein (any such record or Beneficial Ownership of common stock,
collectively, the “Common Stock”) of Vyaire Holding Company. Vyaire Holding Company is a
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’ 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.
2
For purposes of this Declaration: (i) a “Substantial Shareholder” is any entity or individual that has Beneficial
Ownership of at least 152,436 shares of Common Stock (representing approximately 4.5 percent of all issued
and outstanding shares of Common Stock); and (ii) “Beneficial Ownership” will be determined in accordance
with the applicable rules of sections 382 and 383 of the Internal Revenue Code of 1986, 26 U.S.C. §§ 1–9834
as amended (the “IRC”), and the Treasury Regulations thereunder (other than Treasury Regulations section
1.382-2T(h)(2)(i)(A)), and includes direct, indirect, and constructive ownership (e.g., (1) a holding company
would be considered to beneficially own all equity securities owned by its subsidiaries, (2) a partner in a
partnership would be considered to beneficially own its proportionate share of any equity securities owned by
such partnership, (3) an individual and such individual’s family members may be treated as one individual,
(4) persons and entities acting in concert to make a coordinated acquisition of equity securities may be treated
as a single entity, and (5) a holder would be considered to beneficially own equity securities that such holder has
an Option (as defined herein) to acquire). An “Option” to acquire stock includes all interests described in
Treasury Regulations section 1.382-4(d)(9), including any contingent purchase right, warrant, convertible debt,
put, call, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it
is contingent or otherwise not currently exercisable.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 25 of 40
debtor and debtor in possession in Case No. 24-11217 (___BLS) pending in the United States
Bankruptcy Court for the District of Delaware (the “Court”).
If applicable, on ______, 2024, the undersigned party filed a Declaration of Status as a
Substantial Shareholder with the Court and served copies thereof as set forth therein.
The undersigned party currently has Beneficial Ownership of ______ shares of Common
Stock.
Pursuant to the Proposed Transfer, the undersigned party proposes to sell, trade, or
otherwise transfer Beneficial Ownership of ______ shares of Common Stock or an Option with
respect to ______ shares of Common Stock. If the Proposed Transfer is permitted to occur, the
undersigned party will have Beneficial Ownership of ______ shares Common Stock after such
transfer becomes effective.
The last four digits of the taxpayer identification number of the undersigned party
are ______.
Pursuant to the Final Order Approving Notification and Hearing Procedures for Certain
Transfers of and Declarations of Worthlessness with Respect to Common Stock and (II)
Granting Related Relief [Docket No. ______] (the “Final Order”), this declaration
(this “Declaration”) is being filed with the Court and served upon the Notice Parties (as defined
in the Final Order).
At the election of the undersigned party, the Declaration to be filed with this Court (but
not the Declaration that is served upon the Notice Parties) may be redacted to exclude the
undersigned party’s taxpayer identification number and the amount of Common Stock that the
undersigned party beneficially owns.
2
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 26 of 40
Pursuant to the Final Order, the undersigned party acknowledges that it is prohibited from
consummating the Proposed Transfer unless and until the undersigned party complies with the
Procedures set forth therein.
The Debtors and the other Notice Parties have twenty calendar days after receipt of this
Declaration to object to the Proposed Transfer described herein. If the Debtors or any of the
other Notice Parties file an objection, such Proposed Transfer will remain ineffective unless such
objection is withdrawn or such transaction is approved by a final and non-appealable order of the
Court. If the Debtors and the other Notice Parties do not object within such twenty-day period,
then after expiration of such period the Proposed Transfer may proceed solely as set forth in this
Declaration.
Any further transactions contemplated by the undersigned party that may result in the
undersigned party selling, trading, or otherwise transferring Beneficial Ownership of additional
shares of Common Stock will each require an additional notice filed with the Court to be served
in the same manner as this Declaration.
Pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby
declares that he or she has examined this Declaration and accompanying attachments (if any),
and, to the best of his or her knowledge and belief, this Declaration and any attachments hereto
are true, correct, and complete.
Respectfully submitted,
(Name of Declarant)
By: ________________________________
Name: _____________________________
Address: ___________________________
___________________________________
Telephone: _________________________
Facsimile: __________________________
3
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 27 of 40
Dated: _______________, 2024
_______________, __________
(City) (State)
4
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 28 of 40
Exhibit 1D
Declaration of Status as a 50-Percent Shareholder
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 29 of 40
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 Administerationed
Requested)
)
DECLARATION OF STATUS AS A 50-PERCENT SHAREHOLDER
The undersigned party is/has become a 50-Percent Shareholder2 with respect to one or
more shares of the existing classes of common stock or any Beneficial Ownership therein (any
such record or Beneficial Ownership of common stock, collectively, the “Common Stock”) of
Vyaire Holding Company. Vyaire Holding Company is a debtor and debtor in possession in
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’ 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.
2
For purposes of this Declaration: (i) a “50-Percent Shareholder” is any person or entity that, at any time since
December 31, 2020, has owned Beneficial Ownership of 50 percent or more of the Common Stock (determined
in accordance with section 382(g)(4)(D) of the IRC and the applicable Treasury Regulations thereunder); and
(ii) “Beneficial Ownership” will be determined in accordance with the applicable rules of sections 382
and 383 of the Internal Revenue Code of 1986, 26 U.S.C. §§ 1–9834 as amended (the “IRC”), and the Treasury
Regulations thereunder (other than Treasury Regulations section 1.382-2T(h)(2)(i)(A)) and includes direct,
indirect, and constructive ownership (e.g., (1) a holding company would be considered to beneficially own all
equity securities owned by its subsidiaries, (2) a partner in a partnership would be considered to beneficially
own its proportionate share of any equity securities owned by such partnership, (3) an individual and such
individual’s family members may be treated as one individual, (4) persons and entities acting in concert to make
a coordinated acquisition of equity securities may be treated as a single entity, and (5) a holder would be
considered to beneficially own equity securities that such holder has an Option (as defined herein) to acquire);
and (iii) an “Option” to acquire stock includes all interests described in Treasury Regulations section
1.382-4(d)(9), including any contingent purchase right, warrant, convertible debt, put, call, stock subject to risk
of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not
currently exercisable.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 30 of 40
Case No. 24-11217 (___BLS) pending in the United States Bankruptcy Court for the District of
Delaware (the “Court”).
As of ______, 2024, the undersigned party currently has Beneficial Ownership of
______ shares of Common Stock. The following table sets forth the date(s) on which the
undersigned party acquired Beneficial Ownership of such Common Stock:
Number of Shares Date Acquired
(Attach additional page or pages if necessary)
The last four digits of the taxpayer identification number of the undersigned party
are ______.
Pursuant to the Final Order (I) Approving Notification and Hearing Procedures for
Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and
(II) Granting Related Relief [Docket No. [●]] (the “Final Order”), this declaration
(this “Declaration”) is being filed with the Court and served upon the Notice Parties (as defined
in the Final Order).
Pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby
declares that he or she has examined this Declaration and accompanying attachments (if any),
2
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 31 of 40
and, to the best of his or her knowledge and belief, this Declaration and any attachments hereto
are true, correct, and complete.
Respectfully submitted,
(Name of 50-Percent Shareholder)
By: ________________________________
Name: _____________________________
Address: ___________________________
___________________________________
Telephone: _________________________
Facsimile: __________________________
Dated: _______________, 2024
_______________, __________
(City) (State)
3
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 32 of 40
Exhibit 1E
Declaration of Intent to Claim a Worthless Stock Deduction
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 33 of 40
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 Administerationed
Requested)
)
DECLARATION OF INTENT TO CLAIM A WORTHLESS STOCK DEDUCTION2
The undersigned party hereby provides notice of its intention to claim a worthless stock
deduction (the “Worthless Stock Deduction”) with respect to one or more shares of the existing
classes of common stock or any Beneficial Ownership therein (any such record or Beneficial
Ownership of common stock, collectively, the “Common Stock”) of Vyaire Holding Company.
Vyaire Holding Company is a debtor and debtor in possession in Case No. 24-11217 (___BLS)
pending in the United States Bankruptcy Court for the District of Delaware (the “Court”).
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’ 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.
2
For purposes of this Declaration: (i) a “50-Percent Shareholder” is any person or entity that, at any time since
December 31, 2020, has had Beneficial Ownership of 50 percent or more of the Common Stock (determined in
accordance with IRC § 382(g)(4)(D) and the applicable Treasury Regulations); and (ii) “Beneficial Ownership”
will be determined in accordance with the applicable rules of sections 382 and 383 of the Internal Revenue
Code of 1986, 26 U.S.C. §§ 1–9834 as amended (the “IRC”), and the Treasury Regulations thereunder (other
than Treasury Regulations section 1.382-2T(h)(2)(i)(A)) and includes direct, indirect, and constructive
ownership (e.g., (1) a holding company would be considered to beneficially own all equity securities owned by
its subsidiaries, (2) a partner in a partnership would be considered to beneficially own its proportionate share of
any equity securities owned by such partnership, (3) an individual and such individual’s family members may be
treated as one individual, (4) persons and entities acting in concert to make a coordinated acquisition of equity
securities may be treated as a single entity, and (5) a holder would be considered to beneficially own equity
securities that such holder has an Option (as defined herein) to acquire); and (iii) an “Option” to acquire stock
includes all interests described in Treasury Regulations section 1.382-4(d)(9), including any contingent
purchase right, warrant, convertible debt, put, call, stock subject to risk of forfeiture, contract to acquire stock,
or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 34 of 40
If applicable, on ______, 2024, the undersigned party filed a Declaration of Status as a
50-Percent Shareholder with the Court and served copies thereof as set forth therein.
The undersigned party currently has Beneficial Ownership of ______ shares of Common
Stock.
Pursuant to the Worthless Stock Deduction, the undersigned party proposes to declare
that______ shares of Common Stock became worthless during the tax year ending ______.
The last four digits of the taxpayer identification number of the undersigned party
are ______.
Pursuant to the Final Order (I) Approving Notification and Hearing Procedures for
Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and
(II) Granting Related Relief [Docket No. ______] (the “Final Order”), this declaration
(this “Declaration”) is being filed with the Court and served upon the Notice Parties (as defined
in the Final Order).
At the election of the undersigned party, the Declaration to be filed with this Court (but
not the Declaration that is served upon the Notice Parties) may be redacted to exclude the
undersigned party’s taxpayer identification number and the amount of Common Stock that the
undersigned party beneficially owns.
Pursuant to the Final Order, the undersigned party acknowledges that the Debtors and the
other Notice Parties have twenty calendar days after receipt of this Declaration to object to the
Worthless Stock Deduction described herein. If the Debtors or any of the other Notice Parties
file an objection, such Worthless Stock Deduction will not be effective unless such objection is
withdrawn or such action is approved by a final and non-appealable order of the Court. If the
Debtors and the other Notice Parties do not object within such twenty-day period, then after
2
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 35 of 40
expiration of such period the Worthless Stock Deduction may proceed solely as set forth in this
Declaration.
Any further claims of worthlessness contemplated by the undersigned party will each
require an additional notice filed with the Court to be served in the same manner as this
Declaration and are subject to an additional twenty-day waiting period.
Pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby
declares that he or she has examined this Declaration and accompanying attachments (if any),
and, to the best of his or her knowledge and belief, this Declaration and any attachments hereto
are true, correct, and complete.
Respectfully submitted,
(Name of Declarant)
By: ________________________________
Name: _____________________________
Address: ___________________________
___________________________________
Telephone: _________________________
Facsimile: __________________________
Dated: _______________, 2024
_______________, __________
(City) (State)
3
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 36 of 40
Exhibit 1F
Notice of Final Order
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 37 of 40
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 Administerationed
Requested)
)
NOTICE OF FINAL ORDER (I) APPROVING NOTIFICATION
AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF
AND DECLARATIONS OF WORTHLESSNESS WITH RESPECT
TO COMMON STOCK AND (II) GRANTING RELATED RELIEF
TO: ALL ENTITIES (AS DEFINED BY SECTION 101(15) OF THE BANKRUPTCY
CODE) THAT MAY HOLD BENEFICIAL OWNERSHIP OF THE EXISTING
CLASSES OF COMMON STOCK (THE “COMMON STOCK”) OF VYAIRE HOLDING
COMPANY:
PLEASE TAKE NOTICE that on June 9, 2024, (the “Petition Date”), the
above-captioned debtors and debtors in possession (collectively, the “Debtors”), filed petitions
with the United States Bankruptcy Court for the District of Delaware (the “Court”) under
chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Subject to certain
exceptions, section 362 of the Bankruptcy Code operates as a stay of any act to obtain possession
of property of or from the Debtors’ estates or to exercise control over property of or from the
Debtors’ estates.
PLEASE TAKE FURTHER NOTICE that on the Petition Date, the Debtors filed the
Motion of Debtors for Entry of Interim and Final Orders (I) Approving Notification and Hearing
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’ 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.
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 38 of 40
Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common
Stock and (II) Granting Related Relief [Docket No. [●]14] (the “Motion”).
PLEASE TAKE FURTHER NOTICE that on [●][●], 2024, the Court entered the
Final Order (I) Approving Notification and Hearing Procedures for Certain Transfers of and
Declarations of Worthlessness with Respect to Common Stock and (II) Granting Related Relief
[Docket No. [●]] (the “Final Order”) approving procedures for certain transfers of Common
Stock, set forth in Exhibit 1 attached to the Final Order (the “Procedures”).2
PLEASE TAKE FURTHER NOTICE that, pursuant to the Final Order, a Substantial
Shareholder may not consummate any purchase, sale, or other transfer of Common Stock, or
Beneficial Ownership of Common Stock in violation of the Procedures, and any such transaction
in violation of the Procedures shall be null and void ab initio.
PLEASE TAKE FURTHER NOTICE that, pursuant to the Final Order, the Procedures
shall apply to the holding and transfers of Common Stock, or any Beneficial Ownership therein
by a Substantial Shareholder or someone who may become a Substantial Shareholder.
PLEASE TAKE FURTHER NOTICE that pursuant to the InterimFinal Order, upon
the request of any person or entity, the proposed notice, claims, and solicitation agent for the
Debtors, Omni Agent Solutions, Inc., will provide a copy of the InterimFinal Order and a form
of each of the declarations required to be filed by the Procedures in a reasonable period of time.
Such declarations are also available via PACER on the Court’s website at
https://ecf.deb.uscourts.gov/ for a fee, or free of charge by accessing the Debtors’ restructuring
website at https://omniagentsolutions.com/Vyaire.
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Final Order
or the Motion, as applicable.
2
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 39 of 40
PLEASE TAKE FURTHER NOTICE that, pursuant to the Final Order, failure to
follow the procedures set forth in the Final Order shall constitute a violation of, among other
things, the automatic stay provisions of section 362 of the Bankruptcy Code.
PLEASE TAKE FURTHER NOTICE that nothing in the Final Order shall preclude
any person desirous of acquiring any Common Stock from requesting relief from the Final Order
from this Court, subject to the Debtors’ and the other Notice Parties’ rights to oppose such relief.
PLEASE TAKE FURTHER NOTICE that other than to the extent that the Final Order
expressly conditions or restricts trading in Common Stock, nothing in the Final Order or in the
Motion shall, or shall be deemed to, prejudice, impair, or otherwise alter or affect the rights of
any holders of Common Stock, including in connection with the treatment of any such stock
under any chapter 11 plan or any applicable bankruptcy court order.
PLEASE TAKE FURTHER NOTICE that any prohibited purchase, sale, other transfer
of Common Stock, Beneficial Ownership thereof, or option with respect thereto in violation of
the Final Order is prohibited and shall be null and void ab initio and may be subject to additional
sanctions as this court may determine.
PLEASE TAKE FURTHER NOTICE that the requirements set forth in the Final Order
are in addition to the requirements of applicable law and do not excuse compliance therewith.
3
Case 24-11217-BLS Doc 150-2 Filed 07/05/24 Page 40 of 40
Dated: [●], 2024
Wilmington, Delaware
/s/ DRAFT
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
admission pending)
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 - - and -
Michael D. Sirota, Esq. (pro hac vice admission
pending)
Warren A. UsatineMichael D. Sirota, Esq. (admitted Spencer A. Winters, P.C. (admitted pro hac vice
pro hac vice admission pending) admission pending)
Court Plaza North, 25 Main StreetWarren A. Yusuf U. Salloum (admitted pro hac vice admission
Usatine, Esq (admitted pro hac vice) pending)
Hackensack, New Jersey 07601Court Plaza North, 333 West Wolf Point Plaza
25 Main Street
Telephone: (Hackensack, New Jersey 207601) Chicago, Illinois 60654
489-3000
FacsimileTelephone: (201) 489-1536000 Telephone: (312) 862-2000
Email: Facsimile: (312) 862-2200
msirota@coleschotz.comFacsimile: (201)
489-1536
Email: wusatinemsirota@coleschotz.com Email: spencer.winters@kirkland.com
wusatine@coleschotz.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
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