Vyaire - COC - NOL Motion Final Order FINAL
- Date
- 2024-07-05
Summary
Doc 150-1 in the jointly administered Chapter 11 cases of Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the United States Bankruptcy Court for the District of Delaware, filed July 5, 2024 as Exhibit 1, a revised final order on the Debtors' motion at Docket Nos. 14, 91. The order approves on a final basis notification and hearing procedures for certain transfers of, and declarations of worthlessness with respect to, Debtor Vyaire Holding Company's common stock. It provides that transfers or declarations violating the procedures are null and void ab initio. The attached procedures require Substantial Shareholders to file declarations of status and advance declarations of proposed transfers, with ten calendar days for objections. The 37-page filing closes with a form notice and a draft signature block of proposed co-counsel to the Debtors.
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Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 1 of 37
Exhibit 1
Revised Final Order
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 2 of 37
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. 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 Ownership 3 therein (any such record or Beneficial Ownership
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 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 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,
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 3 of 37
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 this Court having
determined that the legal and factual bases set forth in the Motion 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:
1. The Motion is granted on a final basis as set forth herein.
2. The Procedures, as set forth in Exhibit 1 attached to this Final Order are hereby
approved on a final basis.
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 150-1 Filed 07/05/24 Page 4 of 37
3. 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. 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. 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.
7. 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. 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
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 5 of 37
being reasonably calculated to provide notice to all parties that may be affected by the Procedures,
whether known or unknown.
9. Nothing in the Motion or this Final 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. 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. 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.
12. 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. The requirements set forth in this Final Order are in addition to the requirements of
applicable law and do not excuse compliance therewith.
14. 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,
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 6 of 37
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.
15. 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.
16. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final
Order are immediately effective and enforceable upon its entry.
17. The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this Final Order in accordance with the Motion.
18. 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 150-1 Filed 07/05/24 Page 7 of 37
Exhibit 1
Procedures for Transfers of and Declarations of Worthlessness
with Respect to Beneficial Ownership of Common Stock
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 8 of 37
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 (vi) 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 days
after the date of the Notice of Final Order, or (B) 10 calendar days after
1
Capitalized terms used but not otherwise defined herein have the meanings given to them in the Motion.
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 9 of 37
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.
e. For purposes of these Procedures (including, for the avoidance of doubt, with
respect to both transfers and declarations of worthlessness):
2
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 10 of 37
(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 Shareholder 2
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 (a “Declaration of
Intent to Claim a Worthless Stock Deduction”), substantially in the form
attached hereto as Exhibit 1E.
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 150-1 Filed 07/05/24 Page 11 of 37
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 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
4
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 12 of 37
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 150-1 Filed 07/05/24 Page 13 of 37
Exhibit 1A
Declaration of Status as a Substantial Shareholder
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 14 of 37
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)
)
DECLARATION OF STATUS AS A SUBSTANTIAL SHAREHOLDER 2
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’ 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 150-1 Filed 07/05/24 Page 15 of 37
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 150-1 Filed 07/05/24 Page 16 of 37
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 150-1 Filed 07/05/24 Page 17 of 37
Exhibit 1B
Declaration of Intent to Accumulate Common Stock
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 18 of 37
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)
)
DECLARATION OF INTENT TO
ACCUMULATE COMMON STOCK 2
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 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’ 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 150-1 Filed 07/05/24 Page 19 of 37
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.
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.
2
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 20 of 37
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: __________________________
Dated: _______________, 2024
_______________, __________
(City) (State)
3
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 21 of 37
Exhibit 1C
Declaration of Intent to Transfer Common Stock
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 22 of 37
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)
)
DECLARATION OF INTENT TO
TRANSFER COMMON STOCK 2
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
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’ 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 150-1 Filed 07/05/24 Page 23 of 37
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.
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.
2
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 24 of 37
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: __________________________
Dated: _______________, 2024
_______________, __________
(City) (State)
3
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 25 of 37
Exhibit 1D
Declaration of Status as a 50-Percent Shareholder
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 26 of 37
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)
)
DECLARATION OF STATUS AS A 50-PERCENT SHAREHOLDER
The undersigned party is/has become a 50-Percent Shareholder 2 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’ 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 150-1 Filed 07/05/24 Page 27 of 37
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), and,
to the best of his or her knowledge and belief, this Declaration and any attachments hereto are true,
correct, and complete.
2
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 28 of 37
Respectfully submitted,
(Name of 50-Percent Shareholder)
By:
________________________________
Name: _____________________________
Address: ___________________________
___________________________________
Telephone: _________________________
Facsimile: __________________________
Dated: _______________, 2024
_______________, __________
(City) (State)
3
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 29 of 37
Exhibit 1E
Declaration of Intent to Claim a Worthless Stock Deduction
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 30 of 37
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)
)
DECLARATION OF INTENT TO CLAIM A WORTHLESS STOCK DEDUCTION 2
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’ 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 150-1 Filed 07/05/24 Page 31 of 37
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 150-1 Filed 07/05/24 Page 32 of 37
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 150-1 Filed 07/05/24 Page 33 of 37
Exhibit 1F
Notice of Final Order
Case 24-11217-BLS Doc 150-1 Filed 07/05/24 Page 34 of 37
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 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’ 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 150-1 Filed 07/05/24 Page 35 of 37
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 Final 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 Final 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 150-1 Filed 07/05/24 Page 36 of 37
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 150-1 Filed 07/05/24 Page 37 of 37
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)
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) 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
Proposed Co-Counsel to the Debtors Proposed Co-Counsel to the Debtors
and Debtors in Possession and Debtors in Possession
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