Full text
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)
)
SUPPLEMENTAL DECLARATION OF
CHARLES BRALEY OF AP SERVICES, LLC
Pursuant to 28 U.S.C. § 1746, I, Charles Braley, state under penalty of perjury, that:
1.
I am a Partner and Managing Director of AlixPartners, LLP (“AlixPartners”),2
which has a place of business at 300 N. LaSalle Street, Suite 1800, Chicago, IL 60654.
2.
I am duly authorized to execute this declaration as an Authorized Representative of
AP Services, LLC (“APS”), an affiliate of AlixPartners LLP.
3.
Except as otherwise noted, I have personal knowledge of the matters set forth herein
and, if called as a witness, would testify competently thereto.
4.
I submit this supplemental declaration in the cases of the above-captioned debtors
(collectively, the “Debtors”) to supplement the disclosures set forth in my original declaration
dated July 9, 2024 [Docket No. 241] (the “Original Declaration”).
5.
Unless otherwise noted, references to AP below collectively refer to AlixPartners,
AP Holdings, APS, and each of their respective subsidiaries. APS wishes to disclose the following:
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 herein shall have meanings ascribed to them in the Original Declaration.
Case 24-11217-BLS Doc 328 Filed 07/26/24 Page 1 of 5
2
As set forth in the Original Declaration, AP follows a practice to solicit from its
Institutional Investors their connections to the Investor Search Parties. In response, the
Institutional Investors have offered the following disclosures of their respective
connections to the Investor Search Parties:
o
IVC — debt investment in First Eagle Alternative Credit LLC representing
less than one percent (1%) of total assets under management; no
investments in any other Investor Search Parties.
o
CDPQ — debt investment in Bank of America Corp; equity investment in
Bank of America Corp and BNP Paribas SA, in each case representing less
than one percent (1%) of total assets under management; no investment in
any other Investor Search Parties.
o
PSP —investment in Bank of America, BNP Paribas SA and Morgan
Stanley Bank NA representing less than one percent (1%) of total assets
under management; no investment in any other Investor Search Parties.
AP follows a practice to solicit from the members of its Boards their connections to the
parties in interest independent of AP. In response, one or more of the members of its
Boards have offered the following disclosures:
o
Apax, Apax Partners LLP, Apax Global Alpha Limited and Apax VIII Fund,
and affiliated entities (“Apax”) are shareholders and lenders to the Debtors and
non-debtor entities. A member of AP’s board of directors was formerly a
member of the Advisory Committee of certain Apax investment funds, and not
a board member, as previously disclosed.
o
An AP board member was formerly a member of the advisory committee of
certain [REDACTED] investment funds and not a board member as previously
disclosed. Such AP board member concluded his role as an advisory committee
member of the aforementioned funds on [REDACTED] (before he joined AP’s
board). However, regardless, he did not make decisions on acquisitions for
[REDACTED]. The AP board member joined AP’s board in [REDACTED].
As with all AP board members, the AP board member does not make decisions
for AP with respect to its client assignments, including these Debtors or these
Chapter 11 Cases. AP has strict confidentiality provisions in place which
prohibit AP board members from accessing non-public information relating to
AP's active engagements, including these Chapter 11 Cases. Finally, it is
important to note that [REDACTED] is listed as an M&A counterparty because
[REDACTED] was a part of the initial outreach group that was contacted by
the Debtor’s bankers for interest in participating in a sale, however,
[REDACED] is not currently bidding on the Debtors’ business or assets.
o
[REDACTED] is an M&A Counterparty to the Debtors. An AP board member
was previously a member of the advisory board for a certain [REDACTED]
investment fund. The AP board member's tenure as an advisory board member
with the investment fund ended in [REDACTED] (before the AP board member
joined AP's board). [REDACTED] is listed as an M&A counterparty because
Case 24-11217-BLS Doc 328 Filed 07/26/24 Page 2 of 5
3
[REDACTED] was a part of the initial outreach group that was contacted by
the Debtor's bankers for interest in participating in a sale, however,
[REDACTED] is not currently bidding on the Debtors' business or assets.
o
[REDACTED], and affiliated entities (“[REDACTED]”) are M&A
Counterparties to the Debtors. A member of AP’s board of directors was also a
member of the [REDACTED].
o
[REDACTED] is an M&A Counterparty to the Debtors. [REDACTED] is an
M&A Counterparty to the Debtors. An AP board member is the executive chair
of [REDACTED] and was named to that role in [REDACTED], and not a board
member as previously disclosed. The AP board member joined AP’s board in
[REDACTED]. As with all AP board members, the AP board member does not
make decisions for AP with respect to its client assignments, including these
Debtors or these Chapter 11 Cases. AP has strict confidentiality provisions in
place which prohibit AP board members from accessing non-public information
relating to AP’s active engagements, including these Chapter 11 Cases.
[REDACTED] is listed as an M&A counterparty because [REDACTED] was a
part of the initial outreach group that was contacted by the Debtor’s bankers for
interest in participating in a sale, however, [REDACTED] is not currently
bidding on the Debtors’ business or assets.
o
[REDACTED], and affiliated entities, are M&A Counterparties to the Debtors.
An AP board member is a member of the advisory board of certain
[REDACTED] investment funds and his tenure on those advisory boards began
between [REDACTED]. The AP board member does not make decisions on
acquisitions for the aforementioned funds. The AP board member joined AP’s
board in [REDACTED]. As with all AP board members, the AP board member
does not make decisions for AP with respect to its client assignments, including
these Debtors or these Chapter 11 Cases. AP has strict confidentiality
provisions in place which prohibit AP board members from accessing
non-public information relating to AP’s active engagements, including these
Debtors or these Chapter 11 Cases. [REDACTED] is listed as an M&A
counterparty because [REDACTED] was a part of the initial outreach group
that was contacted by the Debtor’s bankers for interest in participating in a sale,
however, [REDACTED] is not currently bidding on the Debtors’ business or
assets.
o
Hogan Lovells US LLP, a professional to the Debtors, is a current or former
legal services provider to an AP investor or one of its affiliates.
o
[REDACTED], and affiliated entities, are M&A Counterparties to the Debtors.
An AP board member is a member of the advisory committee of certain
[REDACTED] investment funds. The AP board member’s tenure with the
aforementioned funds began in [REDACTED]. The AP board member does not
make decisions on acquisitions for the aforementioned funds. The AP board
Case 24-11217-BLS Doc 328 Filed 07/26/24 Page 3 of 5
4
member joined AP’s board in [REDACTED]. As with all AP board members,
the AP board member does not make decisions for AP with respect to its client
assignments, including these Debtors or these Chapter 11 Cases. AP has strict
confidentiality provisions in place which prohibit AP board members from
accessing non-public information relating to AP’s active engagements,
including these Chapter 11 Cases. [REDACTED] is listed as an M&A
counterparty because [REDACTED] was a part of the initial outreach group
that was contacted by the Debtor’s bankers for interest in participating in a sale,
however, [REDACTED] is not currently bidding on the Debtors’ business or
assets.
BDO USA, a professional to the Debtors, and affiliated entities (“BDO”), are lessors,
professionals, related parties and adverse litigation parties to current and former AP
clients in matters unrelated to the Debtors. BDO is a current and former AP client in
matters unrelated to the Debtors. BDO is a former employer of current AP employees.
BDO is a vendor to AP. The son of an AP employee that works in the legal department
on bankruptcy matters, is a tax manager of BDO. Confidentiality and professional
obligations require the AP employee to refrain from discussing any non-public
information related to these chapter 11 cases.
Berkeley Research Group (“Berkeley Research”), a professional to the Committee in
these chapter 11 cases, is a professional to current and former AP clients in matters
unrelated to the Debtors. Berkeley Research is a current and former AP client in
matters unrelated to the Debtors. Berkeley Research is a former employer of current
AP employees. Berkeley Research is a vendor to AP.
Empower Capital Management, Empower Funds Inc., Empower Short Duration Bond
Fund and Great-West Capital Management LLC, lenders to the Debtors, and affiliated
entities, are adverse litigation parties, lenders and lienholders to current and former AP
clients in matters unrelated to the Debtors.
Frontier Communications Corp., a utility provider to the Debtors, and affiliated entities
(“Verizon”), are adverse litigation parties and lessors to current and former AP clients
in matters unrelated to the Debtors. Verizon is a current and former AP client in matters
unrelated to the Debtors. Verizon is a former employer of a current AP employee.
Verizon is a vendor to AP.
Hogan Lovells US LLP (“Hogan Lovells”), a professional to the Debtors, is a
non-adverse litigation party, litigation party, counsel, opposing counsel and
professional to current and former AP clients in matters unrelated to the Debtors.
Hogan Lovells is a former AP employer of a current AP employee. Hogan Lovells is a
current and former AP client in matters unrelated to the Debtors. Hogan Lovells is a
legal services provider to AP.
Jones Walker LLP, a litigation counterparty and counsel to the Debtors, is a lessor,
opposing counsel, adverse litigation party, litigation party and professional to current
and former AP clients in matters unrelated to the Debtors.
Case 24-11217-BLS Doc 328 Filed 07/26/24 Page 4 of 5
5
K&L Gates LLP, a litigation counterparty and counsel to the Debtors, is a non-adverse
litigation party, adverse litigation party, counsel and professional to current and former
AP clients in matters unrelated to the Debtors. K&L Gates LLP is a current and former
AP client in matters unrelated to the Debtors.
Morgan & Morgan, a litigation counterparty and counsel to the Debtors, is a
professional, litigation party and opposing counsel to current and former AP clients in
matters unrelated to the Debtors.
[REDACTED], an M&A party to the Debtors, and affiliated entities, are former AP
clients in matters unrelated to the Debtors.
SunMed Group Holdings LLC, a contract counterparty and member of the official
committee of unsecured creditors in these Chapter 11 Cases, and affiliated entities, are
former AP clients in matters unrelated to the Debtors.
[REDACTED], an M&A party to the Debtors, and affiliated entities, are former AP
clients in matters unrelated to the Debtors.
Winston & Strawn, a professional to the Debtors, is a professional, lender, opposing
counsel and counsel to current and former AP clients in matters unrelated to the
Debtors. Winston & Strawn is a current and former AP client in matters unrelated to
the Debtors.
5.
APS does not believe that the supplemental disclosures above impact its
disinterestedness. I continue to reserve the right to supplement APS’s disclosures in the event that
APS discovers any additional connections that require disclosure. If any new material relevant
facts or relationships are discovered or arise, APS will promptly file a supplemental declaration
pursuant to Bankruptcy Rule 2014(a).
I declare under penalty of perjury pursuant to 28 U.S.C. §1746 that the foregoing is true
and correct.
Dated: July 26, 2024 AP Services, LLC
Chicago, Illinois
/s/ Charles Braley
Charles Braley
Authorized Representative
Case 24-11217-BLS Doc 328 Filed 07/26/24 Page 5 of 5