Vyaire - McDermott Retention Application (Redacted Version)
- Date
- 2024-07-09
Summary
Exhibit B to an application 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 9, 2024 as Doc 230-3 and running 38 pages. It is the declaration of a McDermott Will & Emery LLP partner supporting the Official Committee of Unsecured Creditors' application to retain the firm as counsel, effective June 28, 2024. The declaration describes the firm's conflict search, discloses connections including representation of the Debtors' equity sponsor and prior advice to Vyaire Medical, Inc., and states that the firm is a disinterested person under section 101(14) of the Bankruptcy Code. It lists 2024 standard hourly rates, including $1,325 - $2,150 for partners. Schedules list searched parties and client connections, with some entries redacted as potential M&A counterparties.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
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Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 1 of 38
EXHIBIT B
Azman Declaration
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 2 of 38
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 DARREN AZMAN IN SUPPORT OF APPLICATION
OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF VYAIRE
MEDICAL, INC., ET AL., TO RETAIN AND EMPLOY MCDERMOTT
WILL & EMERY LLP AS COUNSEL, EFFECTIVE JUNE 28, 2024
I, Darren Azman, declare as follows:
1. I am a partner of the firm of McDermott Will & Emery LLP (“McDermott” or the
“Firm”). McDermott maintains offices at, among other places, One Vanderbilt Avenue, New
York, New York 10017, and The Brandywine Building, 1000 N. West Street, Suite 1400,
Wilmington, Delaware 19801. I am a member in good standing of the Bars of the States of New
York and Massachusetts, and I have been admitted to practice in the U.S. Courts of Appeals for
the Second and Third Circuits, and the U.S. District Courts for the District of Massachusetts and
the Eastern and Southern Districts of New York. There are no disciplinary proceedings pending
against me.
2. I am familiar with the matters set forth herein and make this Declaration in
support of the application (the “Application”) 2 of the Official Committee of Unsecured Creditors
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 that are used but not defined herein shall have the meanings ascribed to such terms in the
Application.
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 3 of 38
(the “Committee”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) of Vyaire
Medical, Inc. and its affiliated debtors and debtors in possession (collectively, the “Debtors”), for
the approval of the Committee’s retention and employment of McDermott as counsel in
connection with the Chapter 11 Cases, effective June 28, 2024.
3. On June 26, 2024, under section 1102 of title 11 of the United States Code (the
“Bankruptcy Code”), the Office of the United States Trustee for the District of Delaware (the
“U.S. Trustee”) appointed the Committee. See Docket No. 121. The Committee currently
comprises: (a) Sunmed Group Holdings, LLC (d/b/a AirLife); (b) Zensar Technologies Inc.;
(c) Cognizant Worldwide Ltd.; (d) Presido; (e) Vizient, Inc.; (f) David M. Lewis Company; and
(g) Data Modul, Inc. On June 28, 2024, the Committee selected McDermott to serve as the
Committee’s counsel in connection with the Chapter 11 Cases, subject to the Court’s approval.
4. In preparing this Declaration, through my colleagues, I submitted to McDermott’s
computerized client and conflict database (the “Conflict Database”) the names set forth on a list
of parties in interest identified by the Debtors and additional parties identified by McDermott.
The list of the parties searched by McDermott is attached hereto as Schedule 1 (collectively, the
“Searched Parties”).
5. The Conflict Database maintained by McDermott is designed to include every
matter on which the Firm is now and has been engaged, by which entity the Firm is now or has
been engaged, and, in each instance, the identity of certain related parties and adverse parties and
certain of the attorneys in the Firm that are knowledgeable about the matter. It is the policy of
McDermott that no new matter may be accepted or opened within the Firm without completing
and submitting to those charged with maintaining the Conflict Database the information
necessary to check each such matter for conflicts, including the identity of the prospective client,
2
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the matter, and related and adverse parties. Accordingly, McDermott maintains and
systematically updates this system in the regular course of business of the Firm, and it is the
regular practice of the Firm to make and maintain these records.
Representation of Parties in Interest
6. To the extent that I have been able to ascertain that McDermott has been retained
within the last three years to represent any of the Searched Parties in matters unrelated to these
chapter 11 cases, such facts are disclosed on Schedule 2 attached hereto. 3 In connection with the
services to be rendered to the Committee, McDermott will not commence a cause of action
against any Current Client with respect to the Chapter 11 Cases, unless McDermott has received
a waiver from the Current Client allowing McDermott to commence such an action. In
connection with the Chapter 11 Cases, to the extent any causes of action are commenced by or
against any Current Client, and a waiver letter is not obtained permitting McDermott to
participate in such action, the Committee will retain conflicts counsel to represent the interests of
the Debtors’ unsecured creditors.
Specific Disclosures
7. McDermott represents Apax Partners, L.P. and certain of its affiliates
(collectively, “Apax”), the Debtors’ equity sponsor, in connection with matters unrelated to the
Debtors or these Chapter 11 Cases. For each of 2021, 2022, 2023, and 2024, McDermott’s
revenue from all Apax matters, collectively, has represented less than 0.03% of McDermott’s
3
As referenced in Schedule 2, the term “current client” (the “Current Clients”) means a client to whom time was
posted in the 12 months preceding June 28, 2024, the date the Committee selected McDermott as its proposed
counsel (the “Retention Date”); the term “former client” means a client to whom time was posted between 12
and 36 months preceding the Retention Date, but for whom no time has been posted in the 12 months preceding
the Retention Date; and the term “closed client” means a client to whom time was posted in the 36 months
preceding the Retention Date, but for which the client representation has been closed. As a general matter,
McDermott discloses connections with former clients or closed clients for whom time was posted in the last 36
months, but does not disclose connections if time was billed more than 36 months before the Retention Date.
3
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 5 of 38
total revenue for such periods. Out of an abundance of caution, all McDermott attorneys that
have billed any time to Apax matters have been screened from McDermott’s representation of
the Committee in the Chapter 11 Cases. McDermott will not represent Apax in any matter
related to the Debtors or the Chapter 11 Cases during the pendency of the Chapter 11 Cases.
8. Beginning in October 2016, McDermott provided intellectual property advice to
Vyaire Medical, Inc. (“Vyaire”). This representation concluded in July 2019. Out of an
abundance of caution, all McDermott attorneys that were involved with this prior representation
have been screened from McDermott’s representation of the Committee in the Chapter 11 Cases.
9. As discussed in the Declaration of John Bibb, Group Chief Executive Officer of
Vyaire Medical, Inc., in Support of Debtors’ Chapter 11 Petitions and First Day Motions
[Docket No. 15] (the “First Day Declaration”), in May 2023, the Debtors sold their consumables
business to SunMed Group Holdings, LLC (the “Consumables Sale”) to raise capital and focus
management time and effort on the Debtors’ other business segments. See First Day Declaration,
¶ 21. Simpson Thacher & Bartlett LLP served as primary counsel to the Debtors in connection
with the Consumables Sale, and McDermott served as special regulatory counsel to Vyaire in
connection with the transaction. This representation concluded in May 2023.
10. McDermott also provided limited regulatory advice to Vyaire in March 2024.
This advice was provided over a several-day period and aggregated less than five hours of
professional time. McDermott has not performed services for Vyaire since this time, and will
not do so during the Chapter 11 Cases. Out of an abundance of caution, all McDermott attorneys
that have billed any time to Vyaire matters have been screened from McDermott’s representation
of the Committee in the Chapter 11 Cases.
4
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11. McDermott associate Cristian Catanese formerly clerked for the Honorable
Brendan Linehan Shannon, the judge assigned to the Chapter 11 Cases, but left his position at the
Court more than six months prior to the date of this Declaration. 4.
12. McDermott in the past has represented parties potentially adverse to the Debtors
in matters wholly unrelated to the Chapter 11 Cases.
No Connections with Parties Representing One Percent or More of
McDermott’s Revenues for 2021, 2022, or 2023
13. At the inception of each engagement for which a declaration is required under
Bankruptcy Rule 2014, McDermott reviews the information relating to the parties involved in a
bankruptcy case to determine whether any such party, together with its known related entities,
were clients of McDermott and, as a result, made payments to McDermott for services rendered
in the calendar year prior to the date of review that in the aggregate for each such party exceed
one percent of McDermott’s total revenues for such calendar year. In connection with this
Declaration, McDermott has reviewed similar information for the years 2021, 2022, and 2023.
14. McDermott’s revenues for services rendered on behalf of each of the parties in
interest identified in Schedule 2 aggregate, with respect to each such party in interest, less than
one percent of McDermott’s annual revenue in each of calendar years 2021, 2022, and 2023,
except with respect to The Cigna Group and certain affiliates thereof. The Debtors have
identified Cigna and Cigna Behavioral Health as benefit providers to the Debtors.
Other Connections and General Disclosures
15. McDermott performed general diligence to determine any connections beyond
what is disclosed in the attached schedules. McDermott may have represented in the past and/or
4
The Court’s Conflict of Interest Policies for Law Clerks provides that “[o]nce a law clerk leaves the Court, for a
period of six months the law clerk shall not appear in court before any Judge for whom he/she clerked.”
5
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currently or in the future may represent entities (other than parties in the attached schedules) not
known currently to McDermott in matters wholly unrelated to the Chapter 11 Cases who may be
parties in interest in the Chapter 11 Cases. To the extent that McDermott discovers any such
information or needs to update the information disclosed herein, McDermott will disclose such
information by filing a supplemental declaration in accordance with Bankruptcy Rule 2014.
16. Certain entities owned by current or former McDermott attorneys and senior staff
(“Attorney Investment Entities”) have investments in funds or companies that may, directly or
indirectly, be affiliated with the Debtors or one or more of their creditors, hold investments in the
debt or equity securities of the Debtors or one or more of their creditors, may be adverse to the
Debtors or one or more of their creditors, or conduct commercial transactions with the Debtors or
one or more of their creditors (each, a “Passive Holding”). The Attorney Investment Entities are
passive and have no management or other control rights in such funds or companies.
Notwithstanding this, other persons may in the future assert that a Passive Holding creates, in
certain circumstances, a conflict between McDermott’s exercise of its independent professional
judgment in rendering advice to the Committee and the financial interest of McDermott attorneys
participating in the Attorney Investment Entities, and such other persons might seek to limit the
Committee’s ability to use McDermott to advise the Committee on a particular matter. While
McDermott cannot control what a person might assert or seek, McDermott believes that
McDermott’s judgment will not be compromised by virtue of any Passive Holding.
17. From time to time, McDermott’s partners, counsel, associates, and employees
may personally directly acquire a debt or equity security of the Debtors or a company which may
be (or become) one of the Debtors’ creditors or other parties in interest in the Chapter 11 Cases.
McDermott has a long-standing policy prohibiting attorneys and employees from using
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confidential information that may come to their attention in the course of their work. In this
regard, all of McDermott’s attorneys and employees are barred from trading in securities with
respect to which they possess confidential information.
18. None of McDermott’s representations of creditors or other parties in interest who
are involved in the Chapter 11 Cases comprise a material component of McDermott’s practice,
nor does McDermott currently represent such parties on any issue relating to the Chapter 11
Cases.
Affirmative Statement of Disinterestedness
19. Based on the conflicts search conducted to date and described herein, to the best
of my knowledge and insofar as I have been able to ascertain, (a) McDermott does not hold or
represent any interest adverse to the interest of the Debtors’ estates with respect to the matters on
which McDermott is to be employed, (b) McDermott is a “disinterested person” within the
meaning of section 101(14) of the Bankruptcy Code, (c) McDermott does not represent any other
entity having an adverse interest in connection with the Chapter 11 Cases, except as permitted
under section 1103(b) of the Bankruptcy Code, and (d) McDermott has no connection with the
Debtors, their creditors, or any other party in interest, their respective attorneys and accountants,
the U.S. Trustee, or any person employed in the office of the same, or any judge in the United
States Bankruptcy Court for the District of Delaware, except as disclosed or otherwise described
herein.
Compensation
20. McDermott is willing to be employed by the Committee as its counsel and will
make appropriate applications to the Court for compensation and reimbursement of out-of-
pocket expenses, all in accordance with the provisions of the Bankruptcy Code, the Bankruptcy
7
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Rules, the Local Rules, and any applicable orders of the Court. The current standard hourly rates
that McDermott charges for the services of professionals and paraprofessionals employed in its
U.S. offices that may be involved in bankruptcy and restructuring matters are:
Title 2024 Standard Rates
Partners $1,325 - $2,150
Associates $645 - $1,335
Non-Lawyer Professionals $250 - $1,275
21. The names, positions, and applicable hourly rates of McDermott’s attorneys and
paralegals that are expected to have primary responsibility for providing services to the
Committee are as follows:
Attorney or Paralegal Position | Department Hourly Rate
Kristin K. Going Partner | Corporate Advisory $1,750
David R. Hurst Partner | Corporate Advisory $1,750
Darren Azman Partner | Corporate Advisory $1,650
Maris Kandestin Partner | Corporate Advisory $1,650
Carole Wurzelbacher Associate | Corporate Advisory $1,245
Rebecca Trickey Associate | Corporate Advisory $925
Nolley Rainey Paralegal | Corporate Advisory $500
As an accommodation to the Committee, McDermott has agreed to discount the amount of its
monthly invoices by an amount equal to 15% of the aggregate fees requested in each such
invoice.
8
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20. In addition to the attorneys and paralegals named above, I expect that it may be
necessary during the Chapter 11 Cases for other McDermott professionals, including those in
other legal disciplines, to provide services to the Committee.
21. The foregoing hourly rates are subject to periodic increase (typically effective as
of January of each year) in the normal course of McDermott’s business. These rates are set at a
level designed to compensate McDermott fairly for the work of its attorneys and paralegals and
to cover fixed and routine overhead expenses. McDermott operates in a complicated, national
marketplace for legal services in which rates are driven by multiple factors relating to the
individual lawyer, their area of specialization, the Firm’s expertise, performance, and reputation,
the nature of the work involved, and other factors.
22. It is McDermott’s policy to charge its clients in all areas of practice for all other
expenses incurred in connection with the client’s case. McDermott will charge for expenses in a
manner and at rates consistent with charges made generally to its other clients in accordance with
the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable orders of
the Court. Such expenses include, among other things, mail and express mail charges, special or
hand delivery charges, travel expenses, expenses for computerized research, and transcription
costs.
23. No agreement exists, nor will any be made, to share any compensation received
by McDermott for its services with any other person or firm other than partners and other
attorneys of McDermott.
Statement Regarding the U.S. Trustee Guidelines
24. McDermott will apply for compensation for all professional services performed
and reimbursement of all expenses incurred in accordance with sections 330(a) and 331 of the
9
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Bankruptcy Code, Bankruptcy Rule 2016, Local Rule 2016-2, and any applicable orders of the
Court.
25. McDermott also intends to make a reasonable effort to comply with the U.S.
Trustee’s requests for information and additional disclosures as set forth in Appendix B –
Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed
Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee Guidelines”),
which became effective on November 1, 2013, in connection with both the Application and any
interim or final fee applications that McDermott files in the Chapter 11 Cases.
26. Further, consistent with the U.S. Trustee Guidelines:
(a) McDermott has not agreed to a variation of its standard or customary
billing arrangements for this engagement, except as disclosed herein;
(b) none of McDermott’s professionals included in this engagement have
varied their rates based on the geographic location of the Chapter 11
Cases;
(c) McDermott did not represent the Committee before the Petition Date; and
(d) McDermott expects to develop a budget and staffing plan to comply with
the U.S. Trustee’s requests for information and additional disclosures, and
any orders of the Court. Recognizing that unforeseeable fees and
expenses may arise in large chapter 11 cases, McDermott may need to
amend the budget as necessary to reflect changed circumstances or
unanticipated developments.
I declare under penalty of perjury that the foregoing is true and correct to the best of my
knowledge, information, and belief.
Dated: July 9, 2024
By: /s/ Darren Azman
Darren Azman
Partner
McDermott Will & Emery LLP
10
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SCHEDULE 1
Searched Parties
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 13 of 38
Debtors
Bird Products Corporation
Breathe US Holdco, Inc.
Breathe US Holdings LP
EME Medical, Inc.
Revolutionary Medical Devices, Inc.
SensorMedics Corporation
VIASYS Holdings Inc.
Vyaire Company
Vyaire Holding Company
Vyaire Medical 202, INC.
Vyaire Medical 203, Inc.
Vyaire Medical 205, Inc.
Vyaire Medical 206, Inc.
Vyaire Medical 211, Inc.
Vyaire Medical BR LLC
Vyaire Medical Capital LLC
Vyaire Medical Consumables LLC
Vyaire Medical International LLC
Vyaire Medical LLC
Vyaire Medical Payroll LLC
Vyaire Medical, Inc.
Vyaire Respiratory Diagnostics LLC
Vyaire Intermediate Holdco LP
Vyaire Financial Holdings LLC
Vyaire Company
VM Finance Sub LLC
Vyaire TSR Sub, LLC
Vyaire TSR MidCo LLC
Vyaire Receivables LLC
Vyaire Finance B.V
Debtor Affiliates
CareFusion U.K. 232 Limited
CareFusion U.K. 235 Limited
Intermed Equipamento Medico Hospitalar LTDA
Vyaire Medical Cooperatief U.A.
Vyaire Medical GmbH
Vyaire Medical S.r.l.
Acutronic Medical Systems AG (Switzerland)
Advanced Respiratory Care AG (Switzerland)
Apax VIII Fund
Ariel EquityCo GP LLC
Ariel EquityCo LP
imtmedical ag (Switzerland)
imtmedical Pte. Ltd. (Singapore)
Mary Trout
MIM Medizinische Instrumente und Monitoring GmbH (Germany)
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 14 of 38
RBW Investment GMBH & Co KG
Serviços De Assistencia Tecnica A Equipamento Medico Hospitalar LTDA (Brazil)
Vyaire Medical International B.V. (Netherlands)
Vyaire B.V. (Netherlands)
Vyaire DMCC (UAE)
VM Finance Sub, LLC (US)
Vyaire Financial Holdings LLC (US)
Vyaire GmbH (Germany)
Vyaire Intermediate HoldCo GP LLC
Vyaire Intermediate HoldCo LP
Vyaire Limited Liability Company (Russia)
Vyaire Medical AB (Sweden)
Vyaire Medical B.V. (Netherlands)
Vyaire Medical Denmark, Filial af Vyaire Medical AB (Denmark Branch)
Vyaire Medical Holdings B.V. (Netherlands)
Vyaire Medical Korea Ltd. (South Korea)
Vyaire Medical Private Limited (India)
Vyaire Medical Products (Shanghai) Co., Ltd. (Beijing Branch)
Vyaire Medical Products (Shanghai) Co., Ltd (China)
Vyaire Medical Products Limited (Spolka z ograniczonaodpowiedzialniscia) (Poland Branch)
Vyaire Medical Products Limited (UK)
Vyaire Medical Products ULC (Canada)
Vyaire Medical Pte. Ltd. (Singapore)
Vyaire Medical Pty Ltd. (Australia)
Vyaire Medical Sarl (Switzerland)
Vyaire Medical SDN BHD (Malaysia)
Vyaire Receivables LLC (US)
Vyaire TSR Midco, LLC
Vyaire TSR Sub, LLC (US)
Vyaire Turkey Tibbi Cihazlar Ticaret Anonim Şirketi (Turkey)
Vyaire UK 236 Limited (UK)
Vyaire S.r.l
Directors and Officers
John Bibb
Will Throp
Vikram Bajaj
Roy McKenzie
Bret Wise
Paul Aronzon
Ajay Gopal
Cally Kothmann
June Johnson
Marcelo Tadeu Fontinha Ferreira
Phung Minh Ha
Terrie McDaniel
Gijsbert Van Kampen
Martin Fritz Silberstein
Saurabh Talwar
Stephan Tamas
2
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 15 of 38
Tom Ernst
Tammy Noll
John Elwood
Steven Dyson
Ronald Labrum
David Barse
Mary Trout
Anna Mardiana Alisjahbana
Jasper Carpaij
Kira Brown
Nicholas William Throp
Rachel Lisenby
Chris Tue
Kim Contreras
Martin Silberstein
Siti Junainah Binti Dewa
Thomas Aebischer
Delaware Bankruptcy Judges
Lauire Selber Silverstein
John T. Dorsey
Craig T. Goldblatt
Thomas M. Horan
Karen B. Owens
Brendan L. Shannon
J. Kate Stickles
Mary F. Walrath
Ashley M. Chan
Delaware Bankruptcy Court Personnel
Lora Johnson
Cacia Batts
Robert Cavello
Laura Haney
Nickita Barksdale
Demitra Yeager
Danielle Gadson
Amanda Hrycak
Marquietta Lopez
Claire Brady
Rachel Bello
Jill Walker
Al Lugano
Paula Subda
Laurie Capp
Catherine Farrell
3
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 16 of 38
U.S. Trustee Office Personnel
Andrew Vara
Joseph McMahon
Lauren Attix
Linda Casey
Joseph Cudia
Holly Dice
Shakima L. Dortch
Timothy J. Fox, Jr.
Diane Giordano
Christine Green
Benjamin Hackman
Nyanquoi Jones
Jane Leamy
Jonathan Lipshie
Hannah M. McCollum
Jonathan Nyaku
James R. O’Malley
Linda Richenderfer
Richard Schepacarter
Edith A. Serrano
Rosa Sierra-Fox
Dion Wynn
Michael Girello
Malcolm M. Bates
Fang Bu
Lenders
AlbaCore Capital
Alcentra Limited
Apax Partners LLP
Ares Management LLC
Atalaya Capital Management
Bank of America
Benefit Street Partners LLC
Benefits Street Partners L.L.C.
Black Rock Global LLC
BlackRock Financial Management Inc.
BlackRock Investment Management
BNP Paribas
Ellington Management
Empower Funds Inc.
First Eagle Alternative Credit LLC
Great-West Capital Management, LLC
GSO Capital Partners LP
Halcyon Asset Management LLC
ING Capital LLC
JPMorgan Chase Bank, National Association
Mizuho Bank, Ltd. New York
4
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Morgan Stanley Bank National Association
MV Credit Partners LLP
Natixis, New York Branch
Newport Global Advisors
Nuveen Asset Management, LLC
Providence Equity Partners Inc.
Providence Equity Partners LLC
Quadrant Capital Advisors
Royal Bank of Canada New York Branch
Symphony Asset Management LLC
TIAA CREF Investment Services
UBS AG Stamford Branch
Mezzvet Luxembourg III. S.a.r.l.
MV Lux IV S.a.r.l.
TFG Asset Management
ACM ASOF VII Cayman Holdco LP
ACM ASOF VIII Secondary C LP
AlbaCore Investment Opportunities LP
AlbaCore Liquid Income Designated Activity Company
Albacore Partners II Investment Holdings D Designated Activity Company
AlbaCore Partners III Investment Holdings Fin III Designated Activity Company
APAX Global Alpha Limited
ASG Merkel I Sarl
Balta Investments Designated Activity Company
BDCA SLF Funding LLC
Benefit Street Partners Capital Opportunity Fund II SPV 1 LP
Benefit Street Partners Capital Opportunity Fund SPV LLC
Benefit Street Partners CLO II LTD
Benefit Street Partners CLO III LTD
Benefit Street Partners CLO IV Ltd
Benefit Street Partners CLO IX LTD
Benefit Street Partners Clo V B Ltd
Benefit Street Partners CLO VI B LTD
Benefit Street Partners CLO VIII LTD
Benefit Street Partners CLO X LTD
Benefit Street Partners CLO XI LTD
Benefit Street Partners CLO XII Ltd
Benefit Street Partners CLO XIV LTD
Benefit Street Partners CLO XIX Ltd
Benefit Street Partners CLO XV LTD
Benefit Street Partners CLO XVI LTD
Benefit Street Partners CLO XVII Ltd
Benefit Street Partners CLO XXIII LTD
Benefit Street Partners Debt Fund IV SPV LP
Benefit Street Partners Debt Fund IV LP
Benefit Street Partners Debt Fund IV Non US SPV LP
Benefit Street Partners Debt Fund IV Master Non US LP
Benefit Street Partners Debt Fund IV Non US SPV LP
Benefit Street Partners Debt Fund IV Master Non US LP
Benefit Street Partners Debt Fund IV SPV LP
Benefit Street Partners Debt Fund IV LP
5
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BSP Senior Secured Debt Fund SPV 1 LP
Benefit Street Partners Senior Secured Opportunities Fund LP
Benefit Street Partners Senior Secured Opportunities U Master Fund Non US LP
Benefit Street Partners SMA C SPV LP
Benefit Street Partners SMA C LP
Benefit Street Partners SMA C SPV LP
Benefit Street Partners PARNTERS SMA C LP
Benefit Street Partners SMA K SPV LP
BlackRock EMMPD II Investment S A R L
BSP Senior Secured Debt Fund Non US SPV 1 LP
BSP Senior Secured Debt Fund SPV 1 LP
Benefit Street Partners Senior Secured Opportunities Fund LP
BSP SMA T 2020 SPV LP
California Street CLO IX Limited Partnership
Commonwealth Land Title Insurance Company
Cutwater 2014 I LTD
Cutwater 2015 I LTD
Diamond CLO 2018 1 Ltd
GSO Diamond Portfolio Fund LP
Diamond Target Co 1 LLC
Diversified Loan Fund Private Debt B S A R L
Ellington CLO I LTD
Ellington CLO II LTD
Ellington CLO III Ltd
Ellington CLO IV LTD
EMMPD ASG Sarl
EMMPD Investment S A R L
Employees And Agents Pension Plan GWL and A Financial Inc.
Empower Short Duration Bond Fund
Fidelity National Title Insurance Company
Goldman Sachs Trust II Goldman Sachs Multi Manager Non Core Fixed Income Fund
Halcyon Loan Advisors Funding 2015 1 LTD
Halcyon Loan Advisors Funding 2015 2 LTD
Halcyon Loan Advisors Funding 2015 3 LTD FKA Citi Loan Funding HLM LLC Citibank NA
JPMorgan Chase Bank National Association
Landmark Wall SMA SPV LP Landmark Wall SMA LP
Menard Inc By Symphony Asset Management LLC
MV Private Debt CE SARL
MV Private Debt GC SARL
MV Private Debt EBT OP1 SARL
Newport Global Credit Fund Master LP
Nuveen Alternative Investment Funds SICAV SIF
Nuveen US Senior Loan Fund
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Fund A Series Of Nuveen Investment Trust III
Nuveen Senior Loan Fund LP
Pensiondanmark Pensionsforsikringsaktieselskab By Symphony Asset Management LLC
Pontus Holdings LTD
Principal Diversified Real Asset CIT FKA Diversified Real Asset CIT
Principal Funds Inc Diversified Real Asset Fund
Providence Debt Fund III Non US SPV LP
6
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 19 of 38
Providence Debt Fund III Master
Providence Debt Fund III SPV LP
Providence Debt Fund III LP
Separate Investment Account P3 Diversified Bond I Account of Massachusetts Mutual Life Insurance
Company
Separate Investment Account P5 Diversified Bond II Account of Massachusetts Mutual Life Insurance
Company
Shackleton 2014 V R CLO Ltd
Shackleton 2019 XIV CLO LTD
Shackleton 2021 XVI CLO LTD
Symphony CLO XIX LTD
Symphony CLO XV LTD
Symphony CLO XVI LTD
Symphony CLO XVII LTD
Symphony CLO XVIII LTD
Symphony CLO XX Ltd
Symphony Floating Rate Senior Loan Fund
TCI Symphony CLO 2016 1 LTD
TCI Symphony CLO 2017 1 LTD
TIAA Global Public Investments Llc Series Loan Teachers Insurance And Annuity
US Business of The Canada Life Assurance Company
Bardin Hill Investment Partners
Empower Capital Management
Jeffries Finance LLC
Oaktree Capital Management LP
Wilmington Savings Fund Society FSB
Lender Professionals
Gibson, Dunn, and Crutcher
Rothschild & Co.
Paul Weiss Rifkind Wharton & Garrison LLP
Houlihan Lokey
Banks
Bank of America
Wilmington Trust
JPMorgan Chase Bank, N.A.
Barclays UK
Deutsche Bank AG
Hypo Vereinsbank
Handlesbanken
UBS
Bank Commercial Italiano Parma
Bankruptcy Professionals
Kirkland & Ellis LLP
AlixPartners
PJT Partners
7
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 20 of 38
Cole Schotz
Omni Agent Solutions, Inc.
Ordinary Course Professionals
Ernst & Young US LLP
Baker & McKenzie LLP
Fox Rothschild LLP
Fragomen, Del Rey, Bernsen & Loewy
Gordon Rees Scully Mansukhani LLP
Hogan Lovells US LLP
Hyman Phelps & McNamara PC
Irwin Fritchie Urquhart & Moore LLC
Linklaters LLP
Littler Mendelson PC
Morgan Lewis & Bockius LLP
Polsinelli PC
Porzio Bromberg
Winston Strawn
Members of the Unsecured Creditors’ Committee
Sunmed Group Holdings, LLC (d/b/a Airlife)
Zensar Technologies, Inc.
Cognizant Worldwide, Ltd.
Presido Holdings Inc.
Vizient, Inc.
David M. Lewis Company
Data Modul, Inc.
Unsecured Creditors’ Committee Professionals
McDermott Will & Emery LLP
BRG (Berkeley Research Group)
Taxing Authorities
US Food & Drug Administration
US CBP FPF Office
Alabama Dept. of Revenue
Arizona Dept. of Revenue
Colorado Dept. of Revenue
District of Columbia Dept. of Revenue
Georgia Dept. of Revenu
Idaho Dept. of Revenue
Indiana Dept. of Revenue
Kansas Dept. of Revenue
Louisiana Dept. of Revenue
Maryland Dept. of Revenue
Michigan Dept. of Revenue
Mississippi Dept. of Revenue
8
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 21 of 38
Nebraska Dept. of Revenue
New Jersey Dept. of Revenue
New York Dept. of Revenue
North Dakota Dept. of Revenue
Oregon Dept. of Revenue
Rhode Island Dept. of Revenue
South Dakota Dept. of Revenue
Texas Dept. of Revenue
Virginia Dept. of Revenue
Washington Dept. of Revenue
Wisconsin Dept of Revenue
Delaware Dept. of Revenue
Internal Revenue Service
Montana Dept. of Revenue
Ohio Bureau of Workers
State of North Carolina – EPROC
Arkansas Dept. of Revenue
California Dept. of Revenue
Connecticut Dept. of Revenue
Florida Dept. of Revenue
Hawaii Dept. of Revenue
Illinois Dept. of Revenue
Iowa Dept. of Revenue
Kentucky Dept. of Revenue
Maine Dept. of Revenue
Massachusetts Dept. of Revenue
Minnesota Dept. of Revenue
Missouri Dept. of Revenue
Nevada Dept. of Revenue
New Mexico Dept. of Revenue
North Carolina Dept. of Revenue
Ohio Dept. of Revenue
Pennsylvania Dept. of Revenue
South Carolina Dept. of Revenue
Tennessee Dept. of Revenue
Utah Dept. of Revenue
Vermont Dept. of Revenue
West Virginia Dept. of Revenue
Wyoming Dept. of Revenue
Montana Dept. of Revenue
Alaska Dept. of Revenue
New Hampshire Dept. of Revenue
Equipment Lessors
OPG-3 Inc.
Xerox Financial Services LLC
Area LLC
Chicago Office Technology Group
Bruel & Kjaer North America
Telesonic UK Ltd
9
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 22 of 38
Wolseley Industrial Group (Ferguson)
Hack Formenbau GmbH
Insurers/Sureties
Hartford Fire Insurance Company
Marsh USA, Inc.
AXIS Insurance Company
Berkshire Hathaway Specialty Insurance Company
Chubb
Old Republic Professional Liability, Inc.
AIG
Hartford
Midvale Indemnity Company (Bowhead)
Benefit Providers
Cigna
Kaiser Permanente
CVS Caremark
MetLife
Vision Service Plan (VSP)
WageWorks
Health Equity
Cigna Behavioral Health
AssuredPartners
Fidelity
The Standard
Landlords
Irvine Company
TICIC SUB LLC
Kilmainham Vyaire, LLC
Dell Realty Company
EXETER 6201 Global Distribution, LLC
Aviemore Chineham Park No. 1 Limited
Aviemore Chinehame Park No. 2 Limited
Aviemore Chineham Park No. 1 Ltd
Chineham Park
Yurbal Real Estate BV
Litigation Parties
Jonathan Abed
Amy Warrington
Erich Greer
Kara Baumgartner
Mike Kavanaugh
Juan Williams, as rep. of Audrea Hardwicks-Williams
Kyashia Middleton, rep for Rylee Jones
10
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 23 of 38
Westchester Surplus Lines Insurance Co.
Sleep Management LLC, d/b/a/VieMed
John Vidal
Restech S.r.l.
Regions in Italy
Terry Bryant
Gordon Boshears
CMM Supplies & Services S.A.L.
Ringted Investment SL
Spacelnsp
State of Pernambuco
State of Piaui
Secretaria de Saude de Fortaleza
Secretaria de Saude de Bahia
U.S. Gov. Dept. of Defense, Office of Inspector General
Esbee Dynamed Private Limited
Counsel to Litigation Parties
Fox Rothschild
Bernstein & Bernstein Attorneys at Law
Halio & Halio
Morgan & Morgan
Jones Walkers LLP
K&L Gates LLP
Temp Agencies
Zensar Technologies Inc
Augusta Hitech Soft Solutions LLC
Aerotek Inc
Real Staffing Group
Wavicle Data Solutions LLC
Connexio Health LLC
Aston Carter Inc
Spark Dsg LLC
Real Staffing Group
Connexio Health LLC
Vertex Inc
Global Regulatory Writing &
Prn Staffing
Oxford Global Resources LLC
Lyn Medical
Forte Dgtl LLC
Gispath Inc
Concept Dynamics Ltd
Spin Recruitment Inc
The Educe Group Inc
Aerotek Inc
Abm Industry Group LLC
David M. Lewis Company, LLC
11
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 24 of 38
Actalent, Inc.
Gravity Talent Solutions (Airlife)
Top 50 Creditors
Carefusion Mexicali
Cognizant Technology Solutions US
Presidio Holdings Inc
Presido Holdings
Vizient Inc.
Restructuring Partners & Associates
Dell Marketing LP
Pinnacle Precision Sheet Metal Corp.
Amazon Web Services Inc.
Salesforce.com Inc.
Workday Inc.
David M. Lewis Company LLC
Jabil Circuit (Shanghai) Ltd.
Assured Partners Capital Inc.
ITD Corporation
Aryaka Networks Inc.
University Health Network
Totex Manufacturing
Accent Plastics
Ipan Intellectual Property Ass’n
Vincent Medical
Perma Pure
Ambrit Engineering
Ceva Logistics
Cleo Communications US, LLC
Star Exhibits & Environments Inc.
Clayton Controls
Enlabel Global Services Inc.
Vertex Inc.
Newark Corporation
Erasmus University Medical
Premier Healthcare Alliance LP
Marlee Mfg
Advanced Motion Controls
Moog Components Group, Inc.
Sebastian Masanet
Veritiv Operating Company
Nonin Medical
Monday.com Ltd
Stran & Company Inc.
Maxtec
Healthtrust Purchasing Group LP
Portescap India Pvt. Ltd
Avnet, Inc.
Eurofins Electrical
The West Group
12
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 25 of 38
Orange Coast Pneumatics
Teledyne Analytical Instruments
SunMed Group Holdings LLC
Flexim US Corp
Dell Realty Company
The Alexander Group
Advanced Printing
Additional Creditors
A Plus International Inc
Advance Printing
American Crating
Analytical Industries Inc.
BCP Systems Inc.
Best Source Electronics Corp.
Cass Information Systems Inc.
Ceva International Inc.
DA/Pro Rubber Inc.
Data Modul Inc.
Deel Inc.
GE Health Care
Greatbatch Medical
Healthtrust Purchasing Group
House of Batteries
Indiana University Health
Inventus Power Inc
Kuehne & Nagel Inc.
Mer Mar, Inc.
Michael W. Alabran
Microsoft Corporation
Nypro Healthcare Baja Inc.
Parker Hannifin – Porter Division
Servicemax Inc.
Siemens Industry Software Inc.
Syntel Inc.
TPI – Custom Solutions
Yusen Logistics Americas Inc.
Utilities
AT&T Corp.
AT&T Global Network Services
AT&T Illinois
AT&T Mobility II LLC
Chemtrec
Clean Harbors
Flexim US Corporation
Frontier Communications Corp.
Granite Telecommunications
Louisville Gas & Electric Co.
13
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 26 of 38
Pro Mach Inc.
Ringcentral Inc.
Safety Kleen
T-Mobile USA, Inc.
Zayo Group LLC
Southern California Edison Co.
Commonwealth Edison Co. – ComEd
Palm Springs Disposal Service, Inc.
Nalco Company LLC d/b/a Nalco Water Pretreatment
Southern California Gas Co. d/b/a The Gas Company
State Water Resources Control Board – Water Board
Desert Water
Top 25 Customers
Trillamed, LLC
Gen Med
McKesson
MHCCNA
Children’s Health
Medline Industries
Respiratory Care Africa
Partssource, Inc.
Servicios De Ingenieria
PMSNA SSD Andove
Pmsna SSD Andove
HCA Management
I.M.I. Co., Ltd
N Z Techno Handels
Quality Medical
Medline Industries
Agiliti Health
Trudell Healthcare
Cardinal Health
Northwell Health
Usmed Equipment
Thomas Jefferson Univ Hospital
Venture Respirators
Atlantic Health Systems
Integrated Medicine
GE Precision Healthcare
Material Contracts
Premier Healthcare Alliance, L.P.
Ascension Providence Hospital
Ascension Health Res.& Supply Man.Group, LLC
Owen & Minor Distribution, Inc.
Cardinal Health 200, LLC
TrillaMed, LLC
Medline Industries, Inc.
14
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 27 of 38
Vizient Supply, LLC
HealthTrust Purchasing Group, L.P.
McKesson Medical Surgical Inc.
Northwell Health Alliance, Inc.
Northwell Health Regional Alliance
Potential Purchasers
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
15
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 28 of 38
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
16
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 29 of 38
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty]
17
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 30 of 38
SCHEDULE 2
Current, Former, and Closed Clients
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 31 of 38
Current1 Clients2
Name of Entity Searched Name of Entity and/or Affiliate of Entity
that is a McDermott Client
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
AIG AIG Europe SA
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Alcentra Limited Alcentra Limited
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Apax Partners LLP; Apax VIII Fund; Apax Apax Partners, L.P; Apax Partners LLP
Global Alpha Limited
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Ares Management LLC Ares Management LLC
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Bank of America Bank of America; Bank of America Merrill
Lynch
Barclays UK Barclays Capital, Inc.
Bardin Hill Investment Partners LP Bardin Hill Investment Partners LP
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Berkshire Hathaway Specialty Insurance Berkshire Hathaway Specialty
Company Insurance
BlackRock Investment Management (UK) Blackrock
Ltd.; Black Rock Global LLC
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
BNP Paribas BNP Paribas
1
The term “current client” means a client to whom time was posted in the 12 months preceding June 28, 2024,
the date that the Committee selected McDermott as its proposed counsel.
2
McDermott may currently represent or have previously represented certain affiliates of the entities disclosed
herein, and the disclosure is accordingly broad in scope.
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 32 of 38
Name of Entity Searched Name of Entity and/or Affiliate of Entity
that is a McDermott Client
Bret Wise Bret Wise
BRG Berkeley Research Group LLC
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Cigna; Cigna Behavioral Health The Cigna Group and certain affiliates,
including Cigna Behavioral Health
Cognizant Technology Solutions US Cognizant Technology Solutions
CVC CVC Credit Partners Investment
Management; CVC Advisers Limited
CVS Caremark CVS Health and certain affiliates, including
CVS Caremark
Deutsche Bank AG Deutsche Bank and its affiliates, including
Deutsche Bank AG, New York and Deutsche
Bank AG London Branch
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Fidelity Fidelity Consortium
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
GE Healthcare GE Healthcare and certain affiliates,
including GE Precision Healtcare
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Gibson, Dunn, and Crutcher Gibson, Dunn and Crutcher LLP
Goldman Sachs Trust II - Goldman Sachs Goldman Sachs International and certain
Multi-Manager Non-Core Fixed Income affiliates, including Goldman, Sachs & Co.
Fund LLC
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Halcyon Asset Management LLC Bardin Hill Capital Partners a/k/a Halcyon
Asset Management LLC
2
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 33 of 38
Name of Entity Searched Name of Entity and/or Affiliate of Entity
that is a McDermott Client
Hartford Hartford Health Care; Hartford Steam Boiler
Inspection and Ins.; Yale-New Haven Health
Services Corporation d/b/a Yale New Haven
Health System
HealthEquity HealthEquity, Inc.; Health Equity
Consortium
Houlihan Lokey Houlihan Lokey Capital, Inc.
Hypo Vereinsbank UniCredit Bank GmbH a/k/a Hypo
Vereinsbank
Irvine Company The Irvine Company; Irvine Management
Company
Jeffries Finance LLC Jeffries Finance LLC
JPMorgan Chase Bank, National Association JPMorgan Chase Bank N.A.
Juan Williams, as special representative of Juan and Delise Williams
the estate of Audrea Hardwicks-Williams
Kaiser Permanente Permanente Medical Group, Inc. and certain
affiliates
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Kuehne & Nagel Inc. Kuehne + Nagel Inc.
McKesson McKesson Corporation; McKesson Specialty
Health
Marsh USA, Inc. Marsh USA, Inc.; Marsh & McLennan
Companies
McKesson McKesson Corporation; McKesson Specialty
Health
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Microsoft Corporation Microsoft Corporation
Morgan Stanley Bank National Association Morgan Stanley and its subsidiaries
Natixis, New York Branch Natixis S.A.
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Northwell Health Northwell Health
3
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 34 of 38
Name of Entity Searched Name of Entity and/or Affiliate of Entity
that is a McDermott Client
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Oaktree Capital Management LP Oaktree Capital Management LP; Oaktree
Capital Management (Intl) Limited
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Premier Healthcare Alliance LP Premier, Inc. and certain affiliates, including
Premier Healthcare Alliance LP
Providence Equity Partners Inc. Providence Equity Partners, LLC
Quadrant Capital Advisors Alejandro Santo Domingo
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Royal Bank of Canada New York Branch Royal Bank of Canada and its affiliates,
including Royal Bank of Canada New York
Branch
Separate Investment Account P5 (Diversified MassMutual; Baring Asset Management
Bond II Account) of Massachusetts Mutual Limited
Life Insurance Company
Siemens Industry Software Inc. Siemens Corporation and its affiliates,
including Siemens Industry Software Inc.
Southern California Edison Company Southern California Edison; Southern
California Edison Company
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
The Standard Standard Club UK Ltd
Thomas Jefferson University Hospital Jefferson Health and certain affiliates,
including Thomas Jefferson University
Hospital
TIAA CREF Investment Services; TIAA Teachers Insurance and Annuity Association
Global Public Investments, LLC; TIAA of America, Inc. a/k/a TIAA and certain
Global Public Investments, LLC Series Loan affiliates; Arcmont Asset Management
Limited
TICIC Sub LLC TICIC Sub LLC
4
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 35 of 38
Name of Entity Searched Name of Entity and/or Affiliate of Entity
that is a McDermott Client
T-Mobile USA, Inc. T-Mobile USA, Inc.
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
UBS AG Stamford Branch UBS AG and its affiliates, including UBS
AG Stamford Branch
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Wilmington Savings Fund Society FSB Wilmington Savings Fund Society FSB
Wilmington Trust, National Association Wilmington Trust, National Association
Zensar Technologies, Inc. Zensar Technologies, Inc.
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
5
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 36 of 38
Former1 Clients
Name of Entity Searched Name of Entity and/or Affiliate of Entity
that was a Former McDermott Client
Apax Partners LLP; Apax VIII Fund; Apax Apax Partners SAS; Ole Smokey Distillery,
Global Alpha Limited LLC
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Atlantic Health System Atlantic Health System, Inc.
Benefit Street Partners LLC Benefit Street Partners LLC; Benefit Street
Partners Realty Trust
Fidelity Fidelity Investments
Fidelity National Title Insurance Company Fidelity National Information Services, Inc.
and its affiliates, including Fidelity National
Title Insurance Company
TFG Asset Management Tetragon Financial Group Limited and
certain affiliates, including TFG Asset
Management
TIAA CREF Investment Services; TIAA Nuveen Investments, Inc.
Global Public Investments, LLC; TIAA
Global Public Investments, LLC Series Loan
UBS AG Stamford Branch UBS Securities LLC
1
The term “former client” means a client to whom time was posted between 12 and 36 months preceding June
28, 2024, the date that the Committee selected McDermott as its proposed counsel, but for whom no time has
been posted in the 12 months preceding June 28, 2024.
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 37 of 38
Closed1 Clients
Name of Entity Searched Name of Entity and/or Affiliate of Entity
that is a Closed McDermott Client
AIG AIG; AIG Travel
Apax Partners LLP; Apax VIII Fund; Apax Apax Partners Development
Global Alpha Limited
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Atalaya Capital Management Atalaya Capital Management
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Chubb Chubb Group Holdings Inc. and its affiliates
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Hartford Hartford Healthcare Corporation
HCA Management HCA Healthcare
Kirkland & Ellis LLP Kirkland & Ellis LLP
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Medline Industries Medline Industries
MetLife Metropolitan Life Insurance Company
Moog Components Group, Inc. Moog, Inc.
Nalco Company LLC dba Nalco Water Nalco Company
Pretreatment Solutions LLC
Natixis, New York Branch Natixis, New York Branch
1
The term “closed client” means a client to whom time was posted in the 36 months preceding June 28, 2024, the
date the Committee selected McDermott as its proposed counsel, but for which the client representation has
been closed.
Case 24-11217-BLS Doc 230-3 Filed 07/09/24 Page 38 of 38
Name of Entity Searched Name of Entity and/or Affiliate of Entity
that is a Closed McDermott Client
Sleep Management LLC, d/b/a VieMed VieMed Inc.
Syntel Inc. Syntel
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
[Redacted—Potential M&A Counterparty] [Redacted—Potential M&A Counterparty]
Westchester Surplus Lines Insurance Chubb Group Holdings Inc. and its affiliates
Company
2
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