Proposed Order
- Date
- 2024-07-09
Summary
Doc 240-2, filed July 9, 2024 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware, contains Exhibit A, a proposed order, and Exhibit B, an engagement letter. The proposed order would authorize the debtors to retain PJT Partners LP as investment banker effective as of the petition date under sections 327 and 328(a) of the Bankruptcy Code and waive certain information requirements under Local Rule 2016-2. It approves the Monthly Fee, Capital Raising Fee and Restructuring Fee, preserves the U.S. Trustee's right to challenge reasonableness, and modifies the indemnification provisions. The engagement letter, dated April 25, 2024, covers a possible Restructuring and/or Capital Raise. The 82-page document closes with PJT engagements for other parties described as unrelated to the debtors.
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Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 1 of 82
Exhibit A
Proposed Order
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 2 of 82
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 No. __
ORDER (I) AUTHORIZING THE RETENTION AND
EMPLOYMENT OF PJT PARTNERS LP AS INVESTMENT BANKER TO
THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF THE
PETITION DATE, (II) WAIVING CERTAIN INFORMATION REQUIREMENTS
PURSUANT TO LOCAL RULE 2016-2, AND (III) GRANTING RELATED RELIEF
Upon the application (the “Application”)2 of the above-captioned debtors and debtors in
possession (collectively, the “Debtors”) for the entry of an order (this “Order”), (a) authorizing the
Debtors to, under sections 327 and 328(a) of the Bankruptcy Code, retain and employ PJT
Partners LP (“PJT”) as investment banker to the Debtors effective as of the Petition Date on the
terms set forth in the engagement letter dated as of April 25, 2024 (the “Engagement Letter”),
(b) waiving certain information requirements pursuant to Local Rule 2016-2 and the U.S. Trustee
Guidelines, and (c) granting related relief, all as more fully set forth in the Application; and upon
and the Baird Declaration; and this Court having jurisdiction over this matter pursuant to 28 U.S.C.
§ 1334, which was referred to the United States Bankruptcy Court for the District of Delaware
(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
1
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 Application.
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 3 of 82
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 Application in this
district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that proper and
adequate notice of the Application has been given and that no other or further notice is necessary;
and this Court being satisfied that PJT neither holds not represents any interest adverse to the
Debtors’ estates with respect to the matters upon which it is to be employed; and this Court being
satisfied that PJT is a “disinterested person,” as that term is defined in Bankruptcy Code
section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code;
and upon the record herein; and after due deliberation thereon; and this Court having determined
that there is good and sufficient cause for the relief granted in this Order, it is HEREBY
ORDERED THAT:
1. The Application is granted as set forth herein.
2. The Debtors are authorized to retain and employ PJT as their investment banker in
these chapter 11 cases under sections 327 and 328(a) of the Bankruptcy Code, Bankruptcy Rules
2014 and 2016, and Local Rules 2014-1 and 2016-2, effective as of the Petition Date, on the terms
and conditions set forth in the Application and the Engagement Letter, attached as Exhibit B to the
Application, as modified by this Order.
3. Except to the extent set forth herein, the Engagement Letter (together with all
annexes thereto), including the Fee Structure, are approved pursuant to sections 327(a) and 328(a)
of the Bankruptcy Code, and the Debtors are authorized and directed to perform their payment,
reimbursement, contribution, and indemnification obligations and their non-monetary obligations
in accordance with the terms and conditions, and at the times specified, in the Engagement Letter.
2
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Subject to paragraph 6 of this Order, all compensation and reimbursement of expenses payable
under the Engagement Letter shall be subject to review only pursuant to the standards set forth in
section 328(a) of the Bankruptcy Code and shall not be subject to any other standard of review
including, but not limited to, that set forth in section 330 of the Bankruptcy Code.
4. The Debtors are authorized to pay PJT’s fees and to reimburse PJT for its
reasonable costs and expenses as provided in the Engagement Letter, and in particular, all of PJT’s
fees and expenses in these chapter 11 cases, including the Monthly Fee, Capital Raising Fee, and
Restructuring Fee, are hereby approved pursuant to section 328(a) of the Bankruptcy Code. For
the avoidance of doubt, PJT shall be entitled to seek interim allowance and payment of any Capital
Raising Fee and Restructuring Fee by filing and serving an application in respect of each Capital
Raising Fee and Restructuring Fee immediately upon the consummation of such Capital Raise
and/or Restructuring. Notwithstanding the foregoing, the full amount of each Capital Raising Fee
and/or Restructuring Fee will be escrowed upon the consummation of the applicable transaction
until such amounts are permitted to be paid to PJT pursuant to this Order or a further order of this
Court.
5. PJT shall apply to this Court for allowance of compensation for services rendered
and reimbursement of expenses incurred in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court;
provided that the requirements of the Bankruptcy Code, the Bankruptcy Rules, and Local
Rule 2016-2 are hereby modified such that PJT’s professionals shall only be required to maintain
summary records in half-hour increments describing each professional’s tasks on a daily basis in
support of each fee application, including reasonably detailed descriptions of those services and
the individuals who provided those services, and will present such records to this Court; provided,
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further that PJT’s professionals shall not be required to keep time records on a project category
basis or provide or conform to any schedules of hourly rates.
6. PJT shall be compensated in accordance with the terms of the Engagement Letter,
and in particular, all of PJT’s fees and expenses in these chapter 11 cases are hereby approved
pursuant to section 328(a) of the Bankruptcy Code. Notwithstanding anything to the contrary
herein, the fees and expenses payable to PJT pursuant to the Engagement Letter shall be subject to
review only pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and shall
not be subject to the standard of review set forth in section 330 of the Bankruptcy Code, except by
the Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”). This
Order and the record relating to this Court’s consideration of the Application shall not prejudice
or otherwise affect the rights of the U.S. Trustee to challenge the reasonableness of PJT’s
compensation and expense reimbursements under sections 330 and 331 of the Bankruptcy Code;
provided, that reasonableness for this purpose shall include, among other things, an evaluation by
comparing the fees payable in this case to the fees paid to other investment banking firms for
comparable services in other chapter 11 cases and outside of chapter 11 cases, and shall not be
evaluated primarily on the basis of time committed or the length of these cases. Accordingly,
nothing in this Order or the record shall constitute a finding of fact or conclusion of law binding
on the U.S. Trustee, on appeal or otherwise, with respect to the reasonableness of PJT’s
compensation.
7. The indemnification, contribution, and reimbursement provisions included in the
Engagement Letter are approved, subject, during the pendency of these chapter 11 cases, to the
following modifications:
a. subject to the provisions of subparagraphs (b) and (d), infra, the Debtors are
authorized to indemnify, and to provide contribution and reimbursement to,
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and shall indemnify, and provide contribution and reimbursement to, each
PJT Party in accordance with the Indemnification Agreement for any claim
arising from, related to, or in connection with the services provided for in
the Engagement Letter;
b. notwithstanding subparagraph (a) above or any provisions of the
Indemnification Agreement to the contrary, the Debtors shall have no
obligation to indemnify any PJT Party or provide contribution or
reimbursement to any PJT Party: (i) for any claim or expense that is
judicially determined (the determination having become final and no longer
subject to appeal) to have arisen from such PJT Party’s bad faith,
self-dealing, breach of fiduciary duty (if any), willful misconduct, or gross
negligence; (ii) for a contractual dispute in which the Debtors allege the
breach of such PJT Party’s contractual obligations if this Court determines
that indemnification, contribution, or reimbursement would not be
permissible under applicable law; or (iii) for any claim or expense that is
settled prior to a judicial determination as to the exclusions set forth in
clauses (i) and (ii) above, but determined by this Court, after notice and a
hearing pursuant to subparagraph (c), infra, to be a claim or expense for
which such PJT Party should not receive indemnity, contribution, or
reimbursement under the terms of the Indemnification Agreement, as
modified by this Order;
c. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan
in these chapter 11 cases (that order having become a final order no longer
subject to appeal), and (ii) the entry of an order closing these chapter 11
cases, a PJT Party believes that it is entitled to the payment of any amounts
by the Debtors on account of the Debtors’ indemnification, contribution,
and/or reimbursement obligations under the Indemnification Agreement, as
modified by this Order, including without limitation the advancement of
defense costs, a PJT Party must file an application therefor in this Court,
and the Debtors may not pay any such amounts to such PJT Party before the
entry of an order by this Court approving the payment. This
subparagraph (c) is intended only to specify the period of time during which
this Court shall have jurisdiction over any request by any PJT Party for
indemnification, contribution, or reimbursement and is not a provision
limiting the duration of the Debtors’ obligation to indemnify, or make
contribution or reimbursement to, any PJT Party; and
d. notwithstanding any provision in the Engagement Letter to the contrary,
subject to the terms of, and the Debtors’ indemnification, reimbursement,
and contribution obligations under, the Indemnification Agreement, there
shall be no limitation of PJT’s liability in connection with its engagement.
8. PJT is authorized to apply any prepetition advance to satisfy any unbilled or other
remaining prepetition fees and expenses PJT becomes aware of during its ordinary course billing
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review and reconciliation. Any remaining amounts held by PJT shall be held by PJT as security
throughout these chapter 11 cases until PJT’s fees and expenses are fully paid. At the conclusion
of PJT’s engagement by the Debtors, if the amount of any prepetition advance or retainer held by
PJT is in excess of the amount of PJT’s outstanding and estimated fees, expenses, and costs, PJT
will pay to the Debtors the amount by which any advance payment or retainer exceeds such fees,
expenses, and costs, in each case in accordance with the Engagement Letter.
9. Notwithstanding anything to the contrary in the Application, PJT shall: (a) to the
extent that PJT uses the services of independent contractors or subcontractors (collectively,
the “Contractors”) in these chapter 11 cases, pass through the cost of such Contractors to the
Debtors at the same rate that PJT pays the Contractors; and (b) seek reimbursement for actual costs
only. The Debtors shall require that the Contractors are subject to the same conflicts checks as
required for PJT, and file with this Court such disclosures required by Bankruptcy Rule 2014.
10. Notwithstanding anything to the contrary in the Application and/or Engagement
Letter, PJT shall have whatever duties, fiduciary or otherwise, that are imposed upon it by
applicable law.
11. To the extent there is any inconsistency between the terms of the Engagement
Letter, the Application, and this Order, the terms of this Order shall govern.
12. Notice of the Application as provided therein shall be deemed good and sufficient
notice of such Application and the requirements of Bankruptcy Rule 6004(a) and the Local Rules
are satisfied by such notice.
13. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order
are immediately effective and enforceable upon its entry.
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14. The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this Order in accordance with the Application.
15. This Court retains jurisdiction with respect to all matters arising from or related to
the implementation, interpretation, and enforcement of this Order.
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Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 9 of 82
Exhibit B
Engagement Letter
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 10 of 82
April 25, 2024
Vikram Bajaj
Chief Financial Officer
Vyaire Holding Company
Vyaire Medical, Inc.
26126 N Riverwoods Blvd
Mettawa, IL 60045
Dear Vikram:
This letter confirms the understanding and agreement (the “Agreement”) between PJT Partners LP
(“PJT Partners”) and Vyaire Holding Company and Vyaire Medical, Inc. (collectively “Vyaire” and,
together with each of their respective direct and indirect subsidiaries, the “Company”) regarding the
retention of PJT Partners on an exclusive basis by the Company effective as of April 1, 2024 (the
“Effective Date”) as its investment banker for the purposes set forth herein. Reference is hereby made
to that certain letter agreement, dated July 12, 2023, by and between PJT Partners and Vyaire (the
“Prior Letter”). The Prior Letter is hereby terminated effective as of the Effective Date.
Under this Agreement, PJT Partners will provide investment banking services to the Company in
connection with a possible Restructuring and/or Capital Raise (each as defined below) and will assist
the Company in analyzing, structuring, negotiating, and effecting the Restructuring and/or Capital
Raise pursuant to the terms and conditions of this Agreement. As used in this Agreement, the term (a)
“Restructuring” shall mean any restructuring, reorganization (whether or not pursuant to chapter 11 of
the United States Bankruptcy Code (“Chapter 11”)) and/or recapitalization of the Company affecting a
material portion of its existing debt obligations or other claims against the Company, including, without
limitation, revolving credit facilities, term loans, any senior debt, junior debt, notes, trade claims, general
unsecured claims (collectively, the “Obligations”), and/or (ii) a sale or other acquisition or disposition of
a material portion of the assets and/or equity of the Company, and/or (iii) any complete or partial
repurchase, refinancing, extension or repayment by the Company of a material portion of the
Obligations, and (b) “Capital Raise” shall mean any debt financing or capital raise arranged by PJT
Partners at the request of the Company.
The investment banking services to be rendered by PJT Partners may, if appropriate and at the request
of the Company include the following:
(a) assist in the evaluation of the Company’s businesses and prospects;
280 Park Avenue | New York, NY 10017 | t. +1.212.364.7800 | pjtpartners.com
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 11 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
(b) assist in the development of the Company’s long-term business plan and related
financial projections;
(c) assist in the development of financial data and presentations to the Company’s Board
of Directors, various creditors and/or other third parties;
(d) analyze the Company’s financial liquidity and evaluate alternatives to improve such
liquidity;
(e) analyze various Restructuring scenarios and the potential impact of these scenarios on
the recoveries of those stakeholders impacted by the Restructuring;
(f) provide strategic advice with regard to any proposed restructuring or refinancing the
Company’s Obligations;
(g) evaluate the Company’s debt capacity and alternative capital structures;
(h) participate in negotiations among the Company and its creditors, suppliers, lessors, and
other interested parties and/or potential financing parties;
(i) value securities offered by the Company in connection with a Restructuring;
(j) provide financial and valuation advice and assistance to the Company in developing and
seeking approval of an in-court Restructuring (including a Chapter 11 plan);
(k) advise the Company and negotiate with lenders with respect to potential waivers or
amendments of various credit facilities;
(l) assist in arranging financing for the Company, as requested;
(m) provide expert witness testimony concerning any of the subjects encompassed by the
other investment banking services; and
(n) provide such other advisory services as are customarily provided in connection with the
analysis and negotiation of a transaction similar to a potential Restructuring and/or
Capital Raise, as requested and mutually agreed.
Notwithstanding anything contained in this Agreement to the contrary, PJT Partners shall have no
responsibility for designing or implementing any initiatives to improve the Company’s operations,
profitability, cash management or liquidity. PJT Partners makes no representations or warranties about
the Company’s ability to (i) successfully improve its operations, (ii) maintain or secure sufficient liquidity
to operate its business, or (iii) successfully complete a Restructuring or Capital Raise. PJT Partners is
retained under this Agreement solely to provide advice regarding a Restructuring and/or Capital Raise
and is not being retained to provide “crisis management” or any legal, tax, accounting, or actuarial
advice. It is understood and agreed that nothing contained herein shall constitute a commitment,
express or implied, on the part of PJT Partners to underwrite, purchase or place any securities, in a
financing or otherwise.
The Company will pay the following fees to PJT Partners for its investment banking services:
(i) a monthly advisory fee (the “Monthly Fee”) in the amount of $175,000 per month,
payable by the Company in cash as follows: (a) to the extent that the Effective Date
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Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
occurs after the 1st day of the month, for the period beginning on the Effective Date
through the end of the first calendar month (the “Stub Period”), a pro-rated monthly
fee in advance upon execution of this Agreement; (b) for the first full calendar month
following the Stub Period, if applicable, or the Effective Date if there is no Stub Period,
in advance upon execution of this Agreement; and (c) for each month thereafter, in
advance on the first day of each month. Fifty percent (50%) of the first $1,050,000 in
Monthly Fees paid to PJT Partners under either this Agreement and/or the Prior Letter
(representing 6 months x $175,000) shall be credited, once and without duplication,
against any Restructuring and/or Capital Raising Fee (each as defined below) payable
hereunder (with the maximum amount of crediting against all such fees equal to
$525,000); provided that, in the event of a Chapter 11 filing by the Company, any such
credit of fees contemplated by the foregoing sentence shall apply only in the event that
all fees earned by PJT Partners pursuant to this Agreement are approved in their
entirety by the Bankruptcy Court pursuant to a final order not subject to appeal and
which order is acceptable in all respects to PJT Partners;
(ii) a capital raise fee (the “Capital Raising Fee”) for any Capital Raise, earned and
payable upon the earlier of the receipt of a binding commitment letter and the closing of
such Capital Raise. If access to the financing is limited by orders of the bankruptcy
court, a proportionate fee shall be payable with respect to each available commitment
(irrespective of availability blocks, borrowing base, or other similar restrictions). The
Capital Raising Fee will be calculated as 1.50% of the total issuance and/or committed
amount of senior debt financing, excluding senior debt financing that is or may (or is
anticipated in the future to) constitute a Structured Financing (as defined below),
3.00% of the total issuance and/or committed amount of (A) Structured Financing, (B)
junior debt financing, or (C) unsecured debt financing (including, without limitation,
financing that is junior in right of payment, second lien, subordinated (structurally or
otherwise) and unsecured debt), and 5.00% of the issuance and/or committed amount
of equity financing, in each case, including by means of a back-stop commitment;
provided that, (1) the minimum Capital Raise Fee in respect of any Capital Raise shall be
$750,000, (2) in the event that the Company consummates a debtor-in-possession
(“DIP”) financing facility within 90 days following the closing of the currently
contemplated bridge loan (the “Bridge Loan”, and such DIP facility the “Initial DIP
Facility”), the amount of the Capital Raising Fee paid to PJT Partners in respect of the
Bridge Loan shall be included for purposes of determining whether the requirement set
forth in the immediately preceding clause (1) has been satisfied in respect of the Initial
DIP Facility, and (3) if any portion of the debt or equity financing is raised from Apax
Partners, LLP or its affiliates (collectively the “Sponsor”), then PJT Partners shall be
entitled to receive 50% of the Capital Raising Fee (the “Sponsor Capital Raising Fee”)
to which it otherwise would have been entitled in respect of any debt or equity financing
raised from the Sponsor. As used herein, “Structured Financing” shall mean senior
debt (A) issued at (or intended to be moved to or owed or guaranteed by) a non-
guarantor of the Company’s funded debt and/or (B) issued at (or intended to be moved
to or owed or guaranteed by) an unrestricted subsidiary of the Company and/or (C)
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Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
issued at borrower entities in the restricted group as to which debt additional credit
support is provided by an entity that was not previously (or is not expected to be going
forward) a guarantor of the Company’s funded debt and/or (D) as to which liens are
granted in respect of additional collateral not already pledged for the benefit of the
Company’s funded debt;
(iii) an additional fee (the “Restructuring Fee”) equal to $7,000,000 earned and payable
upon consummation of a Restructuring, which, for the avoidance of doubt, shall be
payable no more than once hereunder. Except as otherwise provided herein, a
Restructuring shall be deemed to have been consummated upon (a) in the case of an
out-of-court Restructuring, the closing of the Restructuring, including, to the extent
applicable the binding execution and effectiveness of all necessary waivers, consents,
amendments or restructuring agreements between the Company and its creditors
involving (1) the compromise of the face amount of any of the Obligations, (2) the
conversion of all or part of such Obligations into alternative securities, including equity,
or (3) any other Restructuring; or (b) in the case of an in-court Restructuring, the
consummation of a Chapter 11 plan or any other Restructuring pursuant to an order of
the Bankruptcy Court or other applicable court; provided that in the event that the
Company attempts to implement the Restructuring in whole or in part by means of an
exchange offer, then the Restructuring Fee shall be earned and payable upon
consummation of such exchange offer; and
(iv) reimbursement of all reasonable and documented out-of-pocket expenses incurred
during this engagement, including, but not limited to, travel and lodging, direct
identifiable data processing, document production, publishing services and
communication charges, courier services, working meals, reasonable fees and
reasonable and documented, out-of-pocket expenses of PJT Partners’ outside counsel
(without the requirement that the retention of such counsel be approved by the court in
any bankruptcy case) and other necessary expenditures, payable upon rendition of
invoices setting forth in reasonable detail the nature and amount of such expenses. In
connection therewith the Company shall pay PJT Partners on the Effective Date and
maintain thereafter a $25,000 expense advance for which PJT Partners shall account
upon termination of this Agreement.
PJT Partners will direct all communications and notices regarding financial matters, including billing, to
the contacts designated by the Company on Schedule I (the “Company Financial Matters
Contacts”). Please note that invoices will be provided by PJT Partners and will only be sent from the
email address pjtaccountingus@pjtpartners.com and any invoices in excess of $500,000 will be
provided to the Company Financial Matters Contacts in an encrypted form or other secure manner and
subject to an authentication process. Payments to PJT Partners shall be made pursuant to the wire
instructions set forth on the invoices. Any notices and communications regarding financial matters,
including billing, from the Company shall be directed to one of the PJT Partners financial matters
contacts set forth on Schedule I.
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Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
All amounts herein are stated in U.S. dollars and all payments under this Agreement shall be paid in
immediately available funds in U.S. dollars, free and clear of any tax, assessment, or other governmental
charge (with appropriate gross-up for withholding taxes). If any amount to be paid is computed in any
foreign currency, the value of such foreign currency shall, for purposes hereof, be converted in U.S.
dollars at the prevailing exchange rate on the date such amount is paid.
In the event that the Company is or becomes a debtor under Chapter 11, the Company shall use its best
efforts to promptly apply to the bankruptcy court having jurisdiction over the Chapter 11 case or cases
(the “Bankruptcy Court”) for the approval pursuant to sections 327 and 328 of the Bankruptcy Code
of (A) this Agreement, including the attached expense, indemnity and limitation of liability agreement
attached hereto as Attachment A (the “Indemnity Agreement”) , and (B) PJT Partners’ retention by
the Company under the terms of this Agreement and subject to the standard of review provided in
section 328(a) of the Bankruptcy Code and not subject to any other standard of review under section
330 of the Bankruptcy Code. The Company shall supply PJT Partners with a draft of such application
and any proposed order authorizing PJT Partners’ retention sufficiently in advance of the filing of such
application and proposed order to enable PJT Partners and its counsel to review and comment thereon.
PJT Partners shall have no obligation to provide any services under this Agreement in the event that the
Company becomes a debtor under Chapter 11 unless PJT Partners’ retention under the terms of this
Agreement is approved under section 328(a) of the Bankruptcy Code by a final order entered by the
Bankruptcy Court that is no longer subject to appeal, rehearing, reconsideration or petition for
certiorari, and which order is acceptable to PJT Partners in all respects.
The Company will use its commercially reasonable efforts to ensure that PJT Partners’ post-petition
compensation, expense reimbursements and payment received or payable pursuant to the provisions of
the Indemnity Agreement shall be entitled to priority as expenses of administration under sections
503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code, and shall be entitled to the benefits of any “carve-
outs” for professional fees and expenses in effect pursuant to one or more cash collateral and/or
financing orders entered by the Bankruptcy Court. Following entry of an order authorizing PJT
Partners’ retention, the Company will assist PJT Partners in preparing, filing, and serving fee
statements, interim fee applications, and a final fee application. The Company will support PJT
Partners’ fee applications that are consistent with this Agreement in papers filed with the Bankruptcy
Court and during any Bankruptcy Court hearing. The Company will pay promptly the fees and
reasonable and documented out-of-pocket expenses of PJT Partners, in each case, which are both (i)
owed pursuant to this Agreement and (ii) approved by the Bankruptcy Court in accordance with the
orders of the Bankruptcy Court.
PJT Partners acknowledges that in the event that the Bankruptcy Court approves its retention by the
Company, PJT Partners’ fees and expenses shall be subject to the jurisdiction and approval of the
Bankruptcy Court under section 328(a) of the Bankruptcy Code and any applicable fee and expense
guideline orders; provided, however, that, to the extent time records are required, PJT Partners will keep
them in one-half hour increments and, provided further, that PJT Partners shall not be required to
maintain receipts for expenses in amounts less than $75. In the event that the Company becomes a
debtor under Chapter 11 and PJT Partners’ engagement hereunder is approved by the Bankruptcy
Court, the Company shall pay all fees and reasonable and documented out-of-pocket expenses of PJT
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Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
Partners hereunder as promptly as practicable in accordance with the terms hereof. Prior to
commencing a Chapter 11 case, the Company shall pay all invoiced amounts to PJT Partners in
immediately available funds by wire transfer.
With respect to PJT Partners’ retention under sections 327 and 328 of the Bankruptcy Code, the
Company acknowledges and agrees that PJT Partners’ restructuring expertise as well as its capital
markets knowledge, financing skills and mergers and acquisitions capabilities, some or all of which may
be required by the Company during the term of PJT Partners’ engagement hereunder, were important
factors in determining the amount of the various fees set forth herein, and that the ultimate benefit to
the Company of PJT Partners’ services hereunder could not be measured merely by reference to the
number of hours to be expended by PJT Partners’ professionals in the performance of such services.
The Company also acknowledges and agrees that the various fees set forth herein have been agreed
upon by the parties in anticipation that a substantial commitment of professional time and effort will be
required of PJT Partners and its professionals hereunder over the life of the engagement, and in light of
the fact that such commitment may foreclose other opportunities for PJT Partners and that the actual
time and commitment required of PJT Partners and its professionals to perform its services hereunder
may vary substantially from week to week or month to month, creating “peak load” issues for the firm.
In addition, given the numerous issues which PJT Partners may be required to address in the
performance of its services hereunder, PJT Partners’ commitment to the variable level of time and
effort necessary to address all such issues as they arise, and the market prices for PJT Partners’
services for engagements of this nature in an out-of-court context, the Company agrees that the fee
arrangements hereunder (including the Monthly Fee, Capital Raising Fee and Restructuring Fee) are
reasonable under the standards set forth in 11 U.S.C. Section 328(a).
The advisory services and compensation arrangement set forth in this Agreement do not encompass
other investment banking services or transactions that may be undertaken by PJT Partners at the
request of the Company, including the arranging of debt or equity capital (except as provided above),
providing mergers and acquisitions advice, issuing fairness opinions, acting as dealer-manager in
respect of an exchange or any other specific services not set forth in this Agreement. The terms and
conditions of any such investment banking services, including compensation arrangements, would be
set forth in a separate written agreement between PJT Partners and the appropriate party.
PJT Partners acknowledges that it has agreed to maintain the confidentiality of material non-public
information provided to it by or at the request of the Company under and pursuant to the terms of that
certain confidentiality agreement dated as of March 31, 2023 (the “Confidentiality Agreement”). This
Agreement and all information provided by or at the request of the Company to PJT Partners shall
remain subject to the terms and conditions of the Confidentiality Agreement. For the avoidance of
doubt, PJT Partners may provide nonpublic Information (as defined below) to prospective transaction
parties as contemplated by this Agreement, subject to such parties executing appropriate
confidentiality agreements with the Company.
The Company will use commercially reasonable efforts to furnish or cause to be furnished to PJT
Partners such information as PJT Partners reasonably believes appropriate to its assignment (all such
information so furnished being the “Information”). The Company further agrees that it will provide PJT
Partners with reasonable access to the Company and its directors, officers, employees, accountants,
Page 6
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 16 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
counsel, and other advisers. To the best of the Company’s knowledge, the Information will be true and
correct in all material respects and will not contain any material misstatement of fact or omit to state
any material fact necessary to make the statements contained therein not misleading. During the term
of the engagement, the Company shall use commercially reasonable efforts to inform PJT Partners
promptly upon becoming aware of any material developments relating to the Company which the
Company reasonably expects may impact the proposed Restructuring and/or Capital Raise or if the
Company becomes aware that any Information provided to PJT Partners is, or has become, untrue,
unfair, inaccurate or misleading in any material way. Furthermore, the Company warrants and
undertakes to PJT Partners that, in respect of all Information supplied by the Company, the Company
has not obtained any such Information other than by lawful means and that disclosure to PJT Partners
will not breach any agreement or duty of confidentiality owed to third parties. The Company recognizes
and confirms that PJT Partners (a) will use and rely primarily on the Information and on information
available from generally recognized public sources in performing the services contemplated by this
Agreement without having independently verified the same, (b) does not assume responsibility for the
accuracy or completeness of the Information and such other information, (c) is entitled to rely upon the
Information without independent verification. and (d) will not make an appraisal of any assets in
connection with its assignment.
In the event that the Information belonging to the Company is stored electronically on PJT Partners’
computer systems, PJT Partners shall not be liable for any damages resulting from unauthorized
access, misuse or alteration of such information by persons not acting on its behalf, provided that PJT
Partners exercises the same degree of care in protecting the confidentiality of, and in preventing
unauthorized access to, the Company’s information that it exercises with regard to its own most
sensitive proprietary information.
Except as required by applicable law, any advice to be provided by PJT Partners under this Agreement
shall not be disclosed publicly or made available to third parties (other than the Company’s other
professional advisors or, if appropriate, in the reasonable judgment of the counsel to the Company, in
any filings in a Chapter 11 proceeding) without the prior written consent of PJT Partners. In the event
disclosure is required by subpoena or court order, the Company will provide PJT Partners with
reasonable advance notice and permit PJT Partners to comments on the form and content of the
disclosure. All services, advice and information and reports provided by PJT Partners to the Company
in connection with this assignment shall be for the sole benefit of the Vyaire Medical, Inc. and shall not
be relied upon by any other person.
The Company acknowledges and agrees that PJT Partners will provide its investment banking services
exclusively to the members of the Board of Directors and senior management of the Company and not
to the Company's shareholders or other constituencies. The Board of Directors and senior
management will make all decisions for the Company regarding whether and how the Company will
pursue a Restructuring and/or Capital Raise and on what terms and by what process. In so doing, the
Board of Directors and senior management will also obtain the advice of the Company's legal, tax and
other business advisors and consider such other factors which they consider appropriate before
exercising their independent business judgment in respect of a Restructuring and/or Capital Raise. The
Company further acknowledges and agrees that PJT Partners has been retained to act solely as
Page 7
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 17 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
investment banker to the Company and does not in such capacity act as a fiduciary or agent for the
Company or any other person. PJT Partners shall act as an independent contractor and any duties of
PJT Partners arising out of its engagement pursuant to this Agreement shall be owed solely to the
Company. Following the public announcement, a Restructuring and/or Capital Raise, PJT Partners
may, at its own expense, place tombstones on its marketing materials, including its website, describing
PJT Partners’ services hereunder and the Company agrees that PJT Partners may use the Company’s
logo in any such tombstones. PJT Partners will not discuss or disclose the confidential terms or other
details of any transaction that have not already been made public in its marketing without the consent
of the Company. In any press release or other public announcement made by the Company regarding a
Restructuring and/or Capital Raise that references the services hereunder, the Company shall include a
mutually acceptable reference to PJT Partners LP unless otherwise directed by PJT Partners.
In consideration of PJT Partners’ agreement to provide investment banking services to the Company in
connection with this Agreement, it is agreed that the Company will indemnify PJT Partners and its
agents, representatives, members, and employees pursuant to the Indemnity Agreement. The
Indemnity Agreement is an integral part of this Agreement, and the terms thereof are incorporated by
reference herein.
PJT Partners’ engagement hereunder commenced on the Effective Date and will continue until the
earlier of consummation of a Restructuring or thirty (30) days after either the Company or PJT
Partners shall have notified the other party in writing of the termination of this Agreement; termination
for cause by either party will occur immediately following such written notice. Notwithstanding the
foregoing, (a) the provisions relating to the payment of fees and reasonable and documented out-of-
pocket expenses accrued through the date of termination, the status of PJT Partners as an
independent contractor, the limitation as to whom PJT Partners shall owe any duties, and any other
provision of this Agreement that, by its terms, survives termination, will survive any such termination, (b)
any such termination shall not affect the Company’s obligations under the Indemnity Agreement or PJT
Partners’ confidentiality obligations pursuant to the Confidentiality Agreement. Without limiting the
foregoing, PJT Partners shall be entitled to the Capital Raising Fee and/or Restructuring Fee, as
applicable, in the event that, at any time prior to the expiration of 12 months following the written
termination of this Agreement either (i) a Restructuring or Capital Raise, as applicable, is consummated
or (ii) a definitive agreement with respect to a Restructuring or Capital Raise is executed and any
Restructuring or Capital Raise is thereafter consummated; provided that, a Restructuring Fee and/or
Capital Raise Fee shall not be payable in the event (i) PJT Partners terminates this Agreement without
cause or (ii) PJT Partners is terminated in writing for Cause. As used in clause (ii) of the immediately
preceding sentence, “Cause” shall mean a final judicial determination of the gross negligence, willful
misconduct, or fraud of PJT Partners in performing the services that are the subject of this Agreement
or a material breach by PJT Partners of the terms of this Agreement, which, if such breach is capable of
being cured, remains uncured following written notice and a reasonable opportunity to cure.
The Company represents that neither it nor any of its affiliates under common control, nor, to the
knowledge of the Company, any of their respective directors or officers, is an individual or entity
(“Person”) that is, or is owned or controlled by a Person that is: (i) a Person with whom dealings are
prohibited or restricted under U.S. economic sanctions (including those administered or enforced by the
Page 8
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 18 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
U.S. Department of Treasury’s Office of Foreign Assets Control and the U.S. Department of State) or
under sanctions imposed by the United Nations Security Council, Canada, the European Union, or
member countries of the European Union; (ii) a Person that is the subject to anti-money laundering
prohibitions, restrictions, or sanctions specifically imposed on such Person by the United States,
Canada, the European Union, member countries of the European Union, or any other relevant
jurisdiction; or (iii) to the knowledge of the Company, not in compliance in all material respects with all
applicable anti-money laundering laws and Sanctions laws.
The Company should be aware that PJT Partners and/or its affiliates may be providing or may in the
future provide financial or other services to other parties with conflicting interests. Consistent with PJT
Partners’ policy to hold in confidence the affairs of its clients, PJT Partners will not use confidential
information obtained from the Company except in connection with PJT Partners’ services to, and PJT
Partners’ relationship with, the Company, nor will PJT Partners use on the Company’s behalf or have
any obligation to disclose or otherwise have any liability with respect to any confidential information
obtained from any other client. Notwithstanding anything to the contrary provided elsewhere herein,
the Company expressly acknowledges and agrees that none of the provisions of this Agreement shall in
any way restrict PJT Partners from being engaged or mandated by any third party, or otherwise
participating or assisting with any transaction involving any other party, other than a transaction that is
the subject of this Agreement prior to the termination of this Agreement.
Each of Vyaire Holding Company and Vyaire Medical, Inc. hereby represents and warrants that (a) it is
duly authorized to execute and deliver this Agreement for and on behalf of each of its direct and indirect
subsidiaries listed on Schedule II hereto and (b) the execution and delivery of this Agreement and the
performance of the obligations of Vyaire Holding Company and Vyaire Medical, Inc. and each of their
respective direct and indirect subsidiaries listed on Schedule II hereto under this Agreement has been
duly authorized and this Agreement constitutes a valid and legal agreement binding on each such party
and enforceable in accordance with its terms.
This Agreement (including the Indemnity Agreement) and the Confidentiality Agreement embody the
entire agreement and understanding between the parties hereto and supersedes all prior agreements
and understandings relating to the subject matter hereof. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such determination will not affect or impair
such provision or the remaining provisions of this Agreement in any other respect, which will remain in
full force and effect. No waiver, amendment or other modification of this Agreement shall be effective
unless in writing and signed by each party to be bound thereby. This Agreement and any dispute or
claim that may arise out of this Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to contracts executed in and to be performed in that state.
The Company hereby agrees that any action or proceeding brought by the Company against PJT
Partners based hereon or arising out of PJT Partners’ engagement hereunder, shall be brought and
maintained by the Company exclusively in the courts of the State of New York located in the City and
County of New York or in the United States District Court for the Southern District of New York;
provided, if the Company commences a Chapter 11 case, all legal proceedings pertaining to this
engagement arising after such case is commenced shall be brought in the Bankruptcy Court handling
such case. The Company irrevocably submits to the jurisdiction of the courts of the State of New York
Page 9
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 19 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
located in the City and County of New York and the United States District Court for the Southern
District of New York and appellate courts from any thereof for the purpose of any action or proceeding
based hereon or arising out of PJT Partners’ engagement hereunder and irrevocably agrees to be
bound by any judgment rendered thereby in connection with such action or proceedings. The Company
hereby irrevocably waives, to the fullest extent permitted by law, any objection it may have or hereafter
may have to the laying of venue of any such action or proceeding brought in any such court referred to
above and any claim that such action or proceeding has been brought in an inconvenient forum and
agrees not to plead or claim the same.
Notices. Any notices required or permitted to be given hereunder by either party hereto to the other will
be given in writing (i) by personal delivery, email or facsimile transmission, (ii) by nationally-recognized
overnight delivery company or (iii) by prepaid first class, registered or certified mail, postage prepaid, in
each case addressed to the other party hereto as set forth on Schedule I (or to such other address as
the other party hereto may request in writing by notice given pursuant to this section). Notices will be
deemed received on the earliest of: (a) if personally delivered, emailed, or sent via facsimile, the same
day; (b) if sent by overnight delivery company, on the second working day after the day it was sent; or
(c) if sent by mail, when actually received.
This Agreement may be executed, including by electronic signature, in one or more counterparts, each
of which will be deemed an original and all of which together will constitute one and the same
instrument. A facsimile of a signed copy of this Agreement or other copy made by reliable mechanical
means or an electronic signature may be relied upon as an original.
[SIGNATURE PAGE FOLLOWS]
Page 10
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 20 of 82
Please confirm that the foregoing correctly sets forth our agreement by signing and returning to PJT Partners the
duplicate copy of this Agreement and the Indemnity Agreement.
Very truly yours,
PJT PARTNERS LP
By: __________________________________________
Name: James Baird
Title: Partner
Accepted and Agreed to as
of the date first written above:
VYAIRE MEDICAL, INC.
(on behalf of itself and its direct and indirect subsidiaries listed on Schedule II hereto)
By: __________________________________________
Name: Vikram Bajaj
Title: Group CFO
VYAIRE HOLDING COMPANY
(on behalf of itself and its direct and indirect subsidiaries listed on Schedule II hereto)
By: __________________________________________
Name: Vikram Bajaj
Title: Executive Vice President, Chief Financial Officer
Rev. 09.07.2016
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 21 of 82
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 22 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
ATTACHMENT A
April 25, 2024
PJT Partners LP
280 Park Avenue
New York, NY 10017
EXPENSE, INDEMNITY AND LIMITATION OF LIABILITY AGREEMENT
Ladies and Gentlemen:
This letter will confirm that PJT Partners LP (“PJT Partners”) has been engaged by Vyaire Holding
Company and Vyaire Medical, Inc. (collectively, together with each of their direct and indirect
subsidiaries, the “Company”) in connection with the matters referred to in the letter of agreement,
dated as of April 25, 2024, by and between PJT Partners and the Company (the “Engagement
Letter”). In connection with the engagement of PJT Partners to advise and assist the Company as
described in the attached Engagement Letter (the “Engagement”), in the event that PJT Partners
becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry
(including, without limitation, any shareholder or derivative action or arbitration proceeding)
(collectively, a “Proceeding”) in connection with any matter in any way relating to or referred to in the
Engagement Letter or arising out of the matters contemplated by the Engagement Letter, including,
without limitation, related services and activities prior to the date of the Engagement Letter, the
Company agrees to indemnify, defend and hold PJT Partners and its affiliates, and their respective
current and former directors, officers, agents, employees, attorneys and other representatives and the
successors and assigns of all of the foregoing persons (each a “PJT Party”) harmless to the fullest
extent permitted by law, from and against any losses, claims, damages, fines, penalties, liabilities and
actual and reasonable out-of-pocket expenses (“Losses”), whether they be joint or several, in
connection with any matter in any way relating to or referred to in the Engagement Letter or arising out
of the matters contemplated by the Engagement Letter, including, without limitation, related services
and activities prior to the date of the Engagement Letter, except to the extent that it shall be
determined by a court of competent jurisdiction in a judgment that has become final in that it is no
longer subject to appeal or other review that such Losses resulted from the gross negligence, bad faith,
willful misconduct, fraud, or the material breach of PJT Partners’ confidentiality obligations under the
Confidentiality Agreement (as defined in the Engagement Letter) by, such PJT Party; provided that,
and notwithstanding anything to the contrary contained herein, a Proceeding shall not include any
action or proceeding exclusively between PJT Parties that is not initiated or brought in connection with
a Proceeding by a third party in which PJT Parties become involved in a matter otherwise covered by
this Indemnity Agreement. In the event that any PJT Party becomes involved in any capacity in any
Proceeding (regardless of whether or not such or any PJT Party is a party to or the subject of such
Proceeding) in connection with any matter in any way relating to or referred to in the Engagement
page 12
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 23 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
Letter or arising out of the matters contemplated by the Engagement Letter (including, without
limitation, in enforcing the Engagement Letter, except in respect of any bona fide dispute by the
Company of any fees or expenses invoiced to the Company by PJT Partners under the Engagement
Letter unless and until PJT Partners prevails in such dispute), the Company will reimburse such PJT
Party for its reasonable and documented out-of-pocket legal and other expenses (including the cost of
any investigation and preparation) as such expenses are reasonably incurred by such PJT Party in
connection therewith and invoiced to the Company pursuant to the Engagement Letter. The Company
also agrees to reasonably cooperate with any PJT Party and to give, so far as it is able to procure the
giving of, all such information and render all such assistance to such PJT Party as such PJT Party may
reasonably request in connection with any Proceeding and not to take any action which might
reasonably be expected to prejudice the position of any PJT Party in relation to any Proceeding without
the consent of PJT Partners (such consent not to be unreasonably withheld, conditioned, or delayed);
provided that nothing herein shall require the Company to take any action that would prejudice the
Company. In the event that any PJT Party is requested or authorized by the Company or required by
government regulation, subpoena or other legal process to produce documents, or to make its current
or former personnel available as witnesses at deposition or trial, arising as a result of or in connection
with the matters referred to in the Engagement Letter, the Company will pay PJT Partners the fees and
reasonable and documented, out-of-pocket expenses of its counsel (supported by detailed time entries,
including applicable hourly rates and fee details by earner) incurred in responding to such a request.
If such indemnification is for any reason not available or insufficient to hold a PJT Party harmless, the
Company agrees to contribute to the Losses involved in the proportion appropriate to reflect the
relative benefits received or sought to be received by the Company and its security holders and
affiliates and other constituencies, on the one hand, and the PJT Party, on the other hand, in connection
with the matters contemplated by the Engagement Letter, or, if such allocation is determined by a court
or arbitral tribunal to be unavailable, in such proportion as is appropriate to reflect other equitable
considerations such as the relative fault of the Company or its security holders and affiliates or other
constituencies, on the one hand, and of the PJT Parties, on the other hand; provided, however, that, to
the extent permitted by applicable law, the PJT Parties shall not be responsible for amounts which in
the aggregate are in excess of the amount of all fees actually received by PJT Partners from the
Company pursuant to the Engagement Letter. The Company agrees that for the purposes of this
paragraph the relative benefits received, or sought to be received, by the Company and its security
holders and affiliates and other constituencies, on the one hand, and the PJT Party, on the other hand,
in connection with the matters contemplated by the Engagement Letter shall be deemed to be in the
same proportion that the total value received or paid or contemplated to be received or paid by the
Company or its security holders or affiliates and other constituencies, as the case may be, as a result of
or in connection with the matters (whether or not consummated) for which PJT Partners has been
retained to perform financial services bears to the fees paid to PJT Partners under the Engagement
Letter; provided, however, to the extent permitted by applicable law, the PJT Parties, taken together,
shall not be liable for Losses which in the aggregate are in excess of the amount of fees actually
received by PJT Partners from the Company pursuant to the Engagement Letter (exclusive of amounts
paid for reimbursement of reasonable and documented out-of-pocket expenses under the Engagement
Letter).
Page 13
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 24 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
The Company agrees that no PJT Party shall have any liability to the Company or any person asserting
claims on behalf of or in right of the Company in connection with any matter in any way relating to or
referred to in the Engagement Letter or arising out of the matters contemplated by the Engagement
Letter, including, without limitation, related services and activities prior to the date of the Engagement
Letter, except to the extent that it shall be determined by a court of competent jurisdiction in a
judgment that has become final in that it is no longer subject to appeal or other review that any Losses
incurred by the Company resulted from the gross negligence, bad faith, willful misconduct, fraud, or the
material breach of PJT Partners’ confidentiality obligations under the Confidentiality Agreement by
PJT Partners (other than with respect to actions taken at the direction or request of the Company).
If any Proceeding shall be brought, threatened or asserted against a PJT Party in respect of which
indemnity or contribution may be sought against the Company, PJT Partners shall promptly notify the
Company in writing; provided that failure to so notify the Company shall not relieve the Company from
any liability which the Company may have on account of this indemnity or otherwise, except to the
extent the Company shall have been actually materially prejudiced by such failure. The Company, upon
the written request of such PJT Party, shall or, upon written notice to such PJT Party, may elect to,
assume the defense of such Proceeding, at the Company’s own expense, with counsel reasonably
satisfactory to such PJT Party. Such PJT Party shall have the right to employ separate counsel in any
such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such PJT Party unless (a) the Company has agreed in writing to pay such fees
and expenses, (b) the Company has failed to assume the defense, pursue the defense reasonably
diligently or to employ counsel in a reasonably timely manner, (c) outside counsel to such PJT Party has
advised such PJT Party in writing that in such Proceeding there is an actual or potential conflict of
interest or a conflict on any material issue between the Company’s position and the position of such
PJT Party or (d) the named parties to any such Proceeding (including any impleaded parties) include
such PJT Party and the Company, and outside counsel to such PJT Party has advised such PJT Party
that there may be one or more legal defenses available to such PJT Party which are different from or in
addition to those available to the Company.
The Company agrees that, without PJT Partners’ prior written consent (which shall not be unreasonably
withheld, conditioned or delayed), it will not settle, compromise or consent to the entry of any judgment
in any pending or threatened Proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not a PJT Party is an actual or potential party to such Proceeding), or
otherwise directly or indirectly facilitate or participate in any such settlement, compromise or consent
by any director, officer or affiliate of the Company, unless such settlement, compromise or consent (a)
includes an explicit and unconditional release from the settling, compromising or consenting party of
each PJT Party from all liability arising out of such Proceeding and (b) does not contain any factual or
legal admission by or with respect to any PJT Party or any adverse statement with respect to the
character, professionalism, due care, loyalty, expertise or reputation of any PJT Party or any action or
inaction by each PJT Party. No PJT Party seeking indemnification, reimbursement or contribution
under this letter agreement will, without the Company’s prior written consent (which shall not be
unreasonably withheld, conditioned, or delayed), settle, compromise, consent to the entry of any
judgment or otherwise seek to terminate any action, claim, suit, investigation or proceeding in respect of
which indemnification, reimbursement or contribution may be sought.
Page 14
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 25 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
The Company’s reimbursement, indemnification and contribution obligations under this letter
agreement shall be in addition to any liability which the Company may otherwise have at law or in equity,
shall not be limited by any rights PJT Partners or any other PJT Party may otherwise have and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of
the Company, PJT Partners and any other PJT Party.
This agreement (together with the Engagement Letter) embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and understandings
relating to the subject matter hereof. If any provision of this agreement is determined to be invalid or
unenforceable in any respect, such determination will not affect or impair such provision or the
remaining provisions of this agreement in any other respect, which will remain in full force and effect.
No waiver, amendment or other modification of this letter agreement shall be effective unless in writing
and signed by each party to be bound thereby.
The Company hereby agrees that any action or proceeding brought by the Company against PJT
Partners based hereon or arising out of PJT Partners’ engagement hereunder, shall be brought and
maintained by the Company exclusively in the courts of the State of New York located in the City and
County of New York or in the United States District Court for the Southern District of New York;
provided, if the Company commences a Chapter 11 case, all legal proceedings pertaining to this
engagement arising after such case is commenced shall be brought in the Bankruptcy Court handling
such case. The Company irrevocably submits to the jurisdiction of the courts of the State of New York
located in the City and County of New York and the United States District Court for the Southern
District of New York and appellate courts from any thereof for the purpose of any action or proceeding
based hereon or arising out of PJT Partners’ engagement hereunder and irrevocably agrees to be
bound by any judgment rendered thereby in connection with such action or proceedings. The Company
hereby irrevocably waives, to the fullest extent permitted by law, any objection it may have or hereafter
may have to the laying of venue of any such action or proceeding brought in any such court referred to
above and any claim that such action or proceeding has been brought in an inconvenient forum and
agrees not to plead or claim the same.
This agreement may be executed, including by electronic signature, in one or more counterparts, each
of which will be deemed an original and all of which together will constitute one and the same
instrument. A facsimile of a signed copy of this agreement or other copy made by reliable mechanical
means or an electronic signature may be relied upon as an original.
The provisions of this agreement shall apply to the Engagement, as well as any additional engagement
of PJT Partners by us in connection with the matters which are the subject of the Engagement, and any
modification of the Engagement or additional engagement and shall remain in full force and effect
regardless of any termination or the completion of your services under the Engagement Letter.
[SIGNATURE PAGE FOLLOWS]
Page 15
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 26 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 24, 2024
Each of Vyaire Holding Company and Vyaire Medical, Inc. hereby represents and warrants that (a) it is duly
authorized to execute and deliver this agreement for and on behalf of each of its direct and indirect subsidiaries
listed on Schedule II to the Engagement Letter and (b) the execution and delivery of this agreement and the
performance of the obligations of Vyaire Holding Company and Vyaire Medical, Inc. and each of their respective
direct and indirect subsidiaries listed on Schedule II to the Engagement Letter under this agreement has been duly
authorized and this agreement constitutes a valid and legal agreement binding on each such party and enforceable
in accordance with its terms.
This agreement and the Engagement Letter shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to contracts executed in and to be performed in that state.
Very truly yours,
VYAIRE MEDICAL, INC.
(on behalf of itself and its direct and indirect subsidiaries
listed on Schedule II to the Engagement Letter)
By: __________________________________________
Name: Vikram Bajaj
Title: Group CFO
VYAIRE HOLDING COMPANY
(on behalf of itself and its direct and indirect subsidiaries
listed on Schedule II to the Engagement Letter)
By: __________________________________________
Name: Vikram Bajaj
Title: Executive Vice President, Chief Financial Officer
Accepted and Agreed to as
of the date first written above:
PJT PARTNERS LP
By: __________________________________________
Name: James Baird
Title: Partner
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 27 of 82
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 28 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
Schedule I
Notices
Financial Matters Contacts: All communications and notices related to financial matters, including
billing, shall be addressed to the following:
If to PJT Partners:
PJT Partners LP
280 Park Avenue
New York, NY 10017
Attention to either:
Arun Kalra, Director of Finance; kalra@pjtpartners.com; 212.364.3878
Yun Rim, Global Controller; rim@pjtpartners.com; 212.364.7131
If to the Company:
Vyaire Medical, Inc.
26126 N Riverwoods Blvd
Mettawa, IL 60045
Attention:
Vikram Bajaj, Chief Financial Officer; Vikram.bajaj@vyaire.com; 210.542.4396
Rachel Lisenby, Associate General Counsel; Rachel.Lisenby@vyaire.com
All other notices shall be addressed to the following:
If to PJT Partners:
PJT Partners LP
280 Park Avenue
New York, NY 10017
Attention:
David Travin, General Counsel; travin@pjtpartners.com; 212.364.5003
If to the Company:
Vyaire Medical, Inc.
26126 N Riverwoods Blvd
Mettawa, IL 60045
Attention:
Vikram Bajaj, Chief Financial Officer; Vikram.bajaj@vyaire.com; 210.542.4396
Rachel Lisenby, Associate General Counsel; Rachel.Lisenby@vyaire.com
Page 18
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 29 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
Schedule II
Subsidiaries
1. Vyaire Company
2. Vyaire Medical, Inc.
3. Vyaire Finance B.V.
4. Vyaire Medical LLC
5. Vyaire Medical BR LLC
6. Vyaire Medical Capital LLC
7. Vyaire Medical International LLC
8. Vyaire Medical MX LLC
9. Vyaire Medical Payroll LLC
10. Vyaire Medical 202, Inc.
11. Vital Signs Sales Corporation
12. Vital Signs, Inc.
13. Bird Products Corporation
14. Vyaire Medical 203, Inc.
15. Vyaire Medical 205, Inc.
16. Vyaire Medical 206, Inc.
17. Vyaire Medical 211, Inc.
18. EME Medical, Inc.
19. Sensormedics Corporation
20. Viasys Holdings Inc.
21. Ciel Medical, Inc.
22. Revolutionary Medical Devices, Inc.
23. Vyaire Medical Pty Limited
24. Intermed Equipamento Medico Hospitalar LTDA
25. STAR – Servicos de Assistencia Technica a Equipamento Medico Hospitalar LTDA
26. Vyaire Medical ULC
27. Vyaire Medical Products ULC
28. Beijing Branch of Vyaire Medical Products (Shanghai) Co., Ltd.
29. Shenzhen Vital Signs-KTL Medical Instruments Co. Ltd.
30. Vyaire Medical Products (Shanghai) Co., Ltd.
31. Vyaire Medical Denmark Branch, Filial of Vyaire Medical AB
32. Vyaire Medical Oy
33. Vyaire Medical SAS
34. MIM Medizinische Instrumente und Monitoring GmbH
35. Vyaire GmbH
36. Vyaire Medical GmbH
37. Vyaire Medical Hong Kong Limited
38. Vyaire Medical Products Limited Magyarországi Közvetlen Kereskedelmi Képviselete
39. Vyaire Medical Private Limited
Page 19
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 30 of 82
Vyaire Holding Company
Vyaire Medical, Inc.
April 25, 2024
40. Vyaire Medical S.r.l.
41. Vyaire S.r.l.
42. Vyaire Medical G.K.
43. Vyaire Medical SDN BHD
44. Productos Urologos de Mexico, S.A. de C.V.
45. Vyaire B.V.
46. Vyaire Medical B.V.
47. Vyaire Medical Coöperatief U.A.
48. Vyaire Medical Holdings B.V.
49. Vyaire Medical International B.V.
50. Vyaire Medical Products Limited (Spółka z ograniczoną odpowiedzialnością) - Poland Branch
51. Vyaire Limited Liability Company ("Vyaire LLC") Общество с ограниченной ответственностью
«Вайэир»
52. imtmedical Pte. Ltd.
53. Vyaire Medical Pte. Ltd.
54. Vyaire Medical Korea Limited
55. Vyaire Medical, S.L.
56. Vyaire Medical AB
57. Acutronic Medical Systems AG
58. Advanced Respiratory Care AG
59. Imtmedical ag
60. Vyaire Medical Sarl
61. Vyaire Turkey Tibbi Cihazlar Ticaret Anonim Sirketi
62. Vyaire DMCC
63. CareFusion U.K. 232 Limited
64. CareFusion U.K. 235 Limited
65. Vyaire Medical Products Limited
66. Vyaire UK 236 Limited
Page 20
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 31 of 82
Exhibit C
Baird Declaration
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 32 of 82
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 JAMIE BAIRD IN
SUPPORT OF THE APPLICATION OF DEBTORS FOR
ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND
EMPLOYMENT OF PJT PARTNERS LP AS INVESTMENT BANKER TO
THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF THE
PETITION DATE, (II) WAIVING CERTAIN INFORMATION REQUIREMENTS
PURSUANT TO LOCAL RULE 2016-2, AND (III) GRANTING RELATED RELIEF
I, James H. Baird, III, being duly sworn, state the following under penalty of perjury:
1. I am a Partner in the Restructuring and Special Situations Group (“RSSG”) at PJT
Partners LP (“PJT”). I am duly authorized to make this declaration (the “Declaration”) on behalf
of PJT and submit this Declaration in accordance with sections 327(a) and 328(a) of title 11 of the
United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) and rule 2014(a) of the
Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) in connection with the
application (the “Application”) of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”), seek an order approving the retention of PJT as their investment
banker, pursuant to sections 327 and 328(a) of the Bankruptcy Code, effective as of the Petition
Date.2
1
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 such terms in the
Application or the Engagement Letter, as applicable.
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 33 of 82
2. Except as otherwise indicated, all statements in this Declaration are based on my
personal knowledge of PJT’s engagement with the Debtors, my discussions with other members
of the PJT team and the Debtors’ other advisors, my review of relevant documents, and/or my
opinion based upon my experience. If called to testify, I could and would testify to each of the
facts set forth herein based on such personal knowledge, discussions, review of documents, and/or
opinion. To the extent that any information disclosed herein requires subsequent amendment or
modification upon PJT’s completion of further analysis or as additional creditor information
becomes available to it, one or more supplemental declarations will be submitted to the court
reflecting the same.
PJT’s Qualifications
3. I believe that PJT and the professionals it employs are uniquely qualified to advise
the Debtors in the matters for which PJT is proposed to be employed.
4. PJT’s RSSG is one of the leading advisors to companies and creditors in
restructurings and bankruptcies. PJT was spun off from The Blackstone Group L.P.
(“Blackstone”) effective October 1, 2015. Upon the consummation of the spinoff, Blackstone’s
restructuring and reorganization advisory group became a part of PJT, and Blackstone’s
restructuring professionals became employees of PJT. The former Blackstone restructuring
professionals, in their capacity as PJT employees, have been providing their clients with the same
high-quality restructuring services that Blackstone had itself provided since the formation of its
restructuring advisory practice approximately 33 years ago. PJT professionals have extensive
experience working with financially troubled companies in complex financial restructurings.
Since 1991, PJT professionals have advised on several hundreds of distressed situations, both in
and out of court.
2
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 34 of 82
5. The partners and members of PJT’s RSSG have assisted and advised in numerous
chapter 11 cases. In particular, the partners and members of PJT’s RSSG have provided services
to debtors, creditors’ committees, and other constituencies in numerous chapter 11 cases,
including, among others: AbitibiBowater Inc.; Aegean Marine Petroleum Network Inc.; Adelphia
Communications Corporation; Allen Systems Group, Inc.; Ambac Financial Group, Inc.; Apex
Silver Mines Ltd.; Arch Coal, Inc.; Arsenal Resources Development LLC; Ascent Resources
Marcellus Holdings, LLC; The Bon-Ton Stores, Inc.; Careismatic Brands; Caesars Entertainment
Operating Corporation; Cengage Learning, Inc.; Chaparral Energy LLC; CHC Group Ltd.;
Cineworld Group plc; Cumulus Media Inc.; Delta Air Lines, Inc.; Dixie Electric, LLC; Dynegy
Inc.; Eastman Kodak Company; Edison Mission Energy; Energy Future Holdings Corporation;
Energy XXI Ltd.; Endeavor International Corporation; Energy & Exploration Partners, Inc.; Enron
Corporation; EP Energy Corporation; Excel Maritime Carriers, Ltd.; EXCO Resources, Inc.;
FirstEnergy Solutions Corp.; Flag Telecom Holdings Limited; Flying J. Inc.; FullBeauty Brands
Holding Corp.; Fusion Connect, Inc.; Genco Shipping & Trading Limited; General Motors
Corporation; Global Crossing Ltd.; Hálcon Resources Corporation; Hawker Beechcraft, Inc.;
Hercules Offshore, Inc.; Homer City Generation, L.P.; Hostess Brands, Inc.; Houghton Mifflin
Harcourt Publishing Company; iHeartMedia, Inc.; Intelsat S.A.; J. Crew Group, Inc.; Lee
Enterprises Inc.; Legend Parent Inc.; LightSquared Inc.; Los Angeles Dodgers LLC;
LyondellBasell Industries; Magnetation LLC; Magnum Hunter Resources Corporation; Merisant
Worldwide, Inc.; Mirant Corp.; New Gulf Resources, LLC; NewPage Corporation; NTK
Holdings, Inc.; Paragon Offshore plc; Patriot Coal Corporation; Penn Virginia Corporation;
Pennsylvania Real Estate Investment Trust; PES Holdings, LLC; PHI, Inc.; Purdue Pharma;
Quicksilver Resources, Inc.; Relativity Fashion, LLC; Ruby Pipeline, L.L.C.; Sabine Oil & Gas
3
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 35 of 82
Corp.; Samson Resources Corporation; SemGroup; Toisa Ltd.; TerreStar Networks Inc.; Triangle
USA Petroleum Corporation; Trident Holding Company, LLC; Tribune Company; Ultra
Petroleum Corp.; Venoco Inc.; VER Technologies Holdco LLC; Verso Corporation; Walter
Energy, Inc.; Westinghouse Electric Company LLC; WeWork; W.R. Grace & Co.; Windstream
Holdings, Inc.; and Winn-Dixie Stores, Inc. In addition, the restructuring group has provided
general restructuring advice to major companies such as Clearwire Corporation, Ford Motor
Company, The Goodyear Tire & Rubber Company, and Xerox Corporation.
6. In April 2023, the Debtors retained PJT as their investment banker to pursue
balance sheet alternatives (such engagement letter, the “Prior Letter”). In April 2024, the Debtors
expanded the scope of PJT’s engagement to include investment banking services in connection
with a potential capital raise, restructuring, and/or sale of the Debtors, in part or in full, through an
in-court process, including assistance with the negotiation of the terms of debtor-in-possession
financing and the restructuring support agreement in these chapter 11 cases. PJT has led efforts,
in concert with other professionals, to prepare for and formally launch a marketing process in early
May 2024 in connection with a potential sale of the assets of the Debtors’ businesses. To that end,
PJT worked with the Debtors’ management to draft marketing materials and position the Company
for a successful sale process. Through this period of advising the Debtors, PJT has become familiar
with the Debtors’ capital structure, liquidity needs, and business operations.
7. During PJT’s representation of the Debtors, it has, among other things, provided
advice on strategic transaction alternatives, restructuring options, and financings. PJT has
participated in negotiations between the Debtors and their creditors and other parties in interest.
PJT also assisted the Debtors in reviewing the terms, conditions, and potential impact of various
potential transactions, including comparing iterations of debtor-in-possession financing proposals.
4
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 36 of 82
In addition, PJT has met with the Debtors’ board of directors on numerous occasions throughout
its engagement to discuss and advise on the above matters.
8. As a result of the work performed by PJT on behalf of the Debtors both pre- and
postpetition, PJT has acquired significant knowledge of the Debtors’ financial affairs, business
operations, capital structure, assets, key stakeholders, financing documents, and other related
material information. Likewise, in providing services to the Debtors, PJT’s professionals have
worked closely with the Debtors’ personnel, board, and other advisors. If the Application is
approved, several of PJT’s professionals, all with substantial expertise in the areas discussed
above, will continue to provide services to the Debtors and will work closely with the Debtors’
personnel and other professionals throughout the reorganization process. Accordingly, as a result
of PJT’s representation of the Debtors prior to and after the commencement of these chapter 11
cases and PJT’s extensive experience representing chapter 11 debtors, PJT is well qualified to
provide these services and represent the Debtors during these chapter 11 cases.
Services Provided by PJT
9. Subject to further order of the Court, and consistent with the terms of the
Engagement Letter,3 PJT’s anticipated services in these chapter 11 cases, to the extent necessary,
appropriate, feasible and as may be requested by the Debtors, including the following:
a. assist in the evaluation of the Debtors’ business and prospects;
b. assist in the review and development of the Debtors’ long-term business
plan and related financial projections;
c. assist in the development of financial data and presentations to the Debtors’
board of directors, various creditors and other third parties;
3
The summary of the Engagement Letter contained herein is qualified in its entirety by reference to the provisions
of the Engagement Letter. To the extent there is any discrepancy between the summary contained herein and the
terms set forth in the Engagement Letter, the terms of the Engagement Letter shall govern.
5
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 37 of 82
d. analyze the Debtors’ financial liquidity and evaluate alternatives to improve
such liquidity;
e. analyze various Restructuring scenarios and the potential impact of these
scenarios on the recoveries of those stakeholders impacted by the
Restructuring;4
f. provide strategic advice with regard to restructuring or refinancing the
Debtors’ Obligations;
g. evaluate the Debtors’ debt capacity and alternative capital structures;
h. participate in negotiations among the Debtors and their creditors, suppliers,
lessors, and other interested parties and/or potential financing parties;
i. value securities offered by the Debtors in connection with a Restructuring;
j. provide financial and valuation advice and assistance to the Debtors in
developing and seeking approval of an in-court Restructuring (including a
Chapter 11 plan);
k. advise the Debtors and negotiate with lenders with respect to a potential
waivers or amendments of various credit facilities;
l. assist in arranging financing for the Debtors, as requested;
m. provide expert witness testimony concerning any of the subjects
encompassed by the other investment banking services; and
n. provide such other advisory services as are customarily provided in
connection with the analysis and negotiation of a transaction similar to a
potential Restructuring and/or Capital Raise, as requested and mutually
agreed.
4
As used in the Engagement Letter, the term (a) “Restructuring” means “any restructuring, reorganization (whether
or not pursuant to chapter 11 of the United States Bankruptcy Code (“Chapter 11”)) and/or recapitalization of the
[Debtors] affecting a material portion of its existing debt obligations or other claims against the [Debtors],
including, without limitation, revolving credit facilities, term loans, any senior debt, junior debt, notes, trade
claims, general unsecured claims (collectively, the “Obligations”), and/or (ii) a sale or other acquisition or
disposition of a material portion of the assets and/or equity of the [Debtors], and/or (iii) any complete or partial
repurchase, refinancing, extension or repayment by the [Debtors] of a material portion of the Obligations”, and
(b) “Capital Raise” means “any debt financing or capital raise arranged by PJT Partners at the request of the
[Debtors].”
6
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 38 of 82
Professional Compensation
10. PJT’s decision to advise and assist the Debtors in connection with the chapter 11
cases is subject to its ability to be retained in accordance with the terms of the Engagement Letter
pursuant to section 328(a), and not section 330, of the Bankruptcy Code.
11. In consideration of the services to be provided by PJT, and as more fully described
in the Engagement Letter, subject to the Court’s approval, the Debtors and PJT have agreed that
PJT shall, in respect of its services, be compensated under the Fee Structure.
12. PJT intends to apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the
Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and any other applicable
procedures and orders of the Court, including any order approving the Application and consistent
with the proposed compensation set forth in the Engagement Letter.
13. PJT will maintain records in support of any actual, necessary costs and expenses
incurred in connection with the rendering of its services in these chapter 11 cases. However,
because: (a) it is not the general practice of investment banking firms such as PJT to keep detailed
time records similar to those customarily kept by attorneys; (b) PJT does not ordinarily keep time
records on a “project category” basis; and (c) PJT’s compensation is based on a fixed Monthly
Fee, fixed percentage and/or contingency fee basis, the Debtors are requesting that PJT’s
investment banking professionals be required to maintain records (in summary format) of the
services rendered for the Debtors, including summary descriptions of those services, the
approximate time expended in providing those services (in half-hour increments), and the identity
of the professionals who provided those services. PJT will present such records to the Court in its
fee application(s). Moreover, the Debtors are requesting that PJT’s professionals not be required
7
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 39 of 82
to keep time records on a “project category” basis, that its non-investment banking professionals
and personnel in administrative departments (including legal) not be required to maintain any time
records, and that it not be required to provide or conform to any schedule of hourly rates. To the
extent that PJT would otherwise be required to submit more detailed time records for its
professionals by the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee
Guidelines, or other applicable procedures and orders of the Court, the Debtors respectfully request
that the Court waive such requirements.
14. I believe the Fee Structure is consistent with, and typical of, compensation
arrangements entered into by PJT and other comparable firms in connection with the rendering of
similar services under similar circumstances, both in and out of bankruptcy proceedings. I also
believe that the Fee Structure reflects a balance between a fixed, monthly fee, and a contingency
amount, which is tied to the consummation and closing of the transactions and services
contemplated by the Debtors and PJT in the Engagement Letter. After discussions and
arm’s-length negotiations with the Debtors, I believe that the Fee Structure is in fact reasonable,
market-based, and designed to compensate PJT fairly for its work.
15. I understand that PJT’s strategic and financial expertise, as well as its capital
markets knowledge, financing skills, mergers and acquisitions experience, and restructuring
capabilities, some or all of which has and will be required by the Debtors during the term of PJT’s
engagement, were important factors to the Debtors in determining the Fee Structure. I believe that
the ultimate benefits of PJT’s services hereunder cannot be measured by reference to the number
of hours to be expended by PJT’s professionals in the performance of such services. The Debtors
and PJT agreed upon the Fee Structure in anticipation that a substantial commitment of
professional time and effort would be required of PJT and in light of the fact that (a) such
8
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 40 of 82
commitment could have and may still foreclose other opportunities for PJT and (b) the actual time
and commitment required of PJT and its professionals to perform the restructuring services may
vary substantially from week to week and month to month creating “peak load issues” for PJT.
16. During the ninety (90)-day period before the Petition Date, the Debtors paid PJT
$657,535.44 for fees earned and expenses incurred prior to the Petition Date. Prior to the Petition
Date, PJT had also received advance payments from the Debtors in the aggregate amount of
$153,333.33. Given the timing of the filing, PJT may not yet have accounted for all expenses it
incurred before the Petition Date. In the event PJT subsequently becomes aware of additional
prepetition expenses incurred on behalf of the Debtors, PJT will reduce its advance by such
amounts. To the extent that amounts paid by the Debtors to PJT prior to the Petition Date exceed
amounts incurred by PJT prepetition, such excess will be held by PJT as security throughout these
chapter 11 cases until PJT’s fees and expenses are fully paid. As of the Petition Date, I believe
the Debtors were current on their obligations to PJT under the Engagement Letter.
Indemnification
17. As part of the overall compensation payable to PJT under the terms of the
Engagement Letter, the Debtors have agreed to certain indemnification, contribution, and
reimbursement obligations, set forth in the Indemnification Agreement. The Indemnification
Agreement provides that the Debtors will indemnify and hold harmless the PJT Parties from
and against Losses incurred by a PJT Party in connection with PJT’s engagement, except for
any Losses to the extent such Losses resulted solely from the bad faith, willful misconduct or
gross negligence of such PJT Party. The Debtors will reimburse such PJT Party for its legal and
other expenses (including the cost of any investigation and preparation) as such expenses are
incurred by such PJT Party in connection therewith.
9
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 41 of 82
18. I believe that the Indemnification Provisions are customary and reasonable terms
of consideration for investment bankers such as PJT in connection with chapter 11 cases. PJT
negotiated the Engagement Letter, including the provisions of the Indemnification Agreement,
with the Debtors at arm’s length.
No Duplication of Services
19. The services of PJT are intended to complement and not duplicate the services
rendered by any other professional retained in these chapter 11 cases. PJT understands that the
Debtors have retained and may retain additional professionals during the term of the engagement
and agrees to work cooperatively with such professionals to integrate any respective work
conducted by the professionals on behalf of the Debtors.
Potential M&A Transaction Counterparties
20. The Debtors are in discussions with certain parties (and may be in discussions with
other parties in the future) regarding potential M&A transactions regarding the Debtors and their
businesses. Due to the inherently competitive nature of this process, it is imperative that the
identities of these potential counterparties remain confidential. My understanding is that the
Debtors have disclosed the identities of the potential counterparties to the U.S. Trustee. To the
extent that any parties submit indications of interest or bids in respect of a potential purchase of
any of the Debtors’ assets in connection with these chapter 11 cases, PJT Partners intends to submit
a supplemental declaration disclosing its connections (if any) to such parties.
PJT’s Disinterestedness
21. In anticipation of this representation, Debtors’ counsel provided PJT with a list of
potential parties in interest (the “PII”) in these chapter 11 cases (the “PII List”). A copy of the PII
List is attached hereto as Schedule 1.
10
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 42 of 82
22. My understanding from discussion with PJT’s legal and compliance personnel is
that, as part of PJT’s conflicts management program (the “Conflicts Management Program”), PJT
maintains information pertaining to (a) every active matter on which PJT is currently engaged,
(b) the entities represented by PJT in such engagements, (c) the material parties involved in each
current matter (inclusive of adverse and related parties, as identified to PJT by the prospective
client and/or its counsel in the case of a restructuring advisory assignment), and (d) the
professional at PJT that is knowledgeable about the matter. I understand that, as part of any
conflict review undertaken, this information, including information on closed assignments, is also
incorporated into the review. It is the policy of PJT that no new matter may be accepted or opened
within the firm without completing and submitting to those charged with administering the
Conflicts Management Program the information necessary to check such matter for conflicts. The
scope of the review is a function of the completeness and accuracy of the information submitted
by the PJT professional opening a new matter.
23. My understanding is that (a) as part of the Conflicts Management Program, PJT
reviews the business activity of all entities under the control of PJT Partners, Inc., the publicly
traded company that is the ultimate parent company of PJT and all of its affiliates, (b) the Conflicts
Management Program utilizes a database that stores the details of all such business activity,
including the names of all PJT clients (past and present) and the search methodology utilized by
the database is key word based, (c) results are reviewed for relevance by PJT personnel trained to
evaluate situations for potential conflicts and, in this case as in all cases where PJT represents a
debtor, any and all potential connections to the PII are identified by such personnel, and (d) all
proposed and actual business activity to be undertaken is subject to the foregoing review process
to evaluate potential conflicts.
11
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24. PJT’s legal and compliance department has undertaken a review of the PII to
determine possible connections relating to the Debtors (the “Conflict Check”) and such results for
the Conflicts Check are disclosed on Schedule 2 attached hereto. Subject to the foregoing
limitations and the disclosures set forth in Schedule 2, no material connections have been found.
25. Certain of the PIIs or their affiliates may hold a passive equity interest (i.e., less
than 20%) in certain of the entities to whom PJT and/or its affiliates have provided in the past or
continue to provide advisory services. My understanding is that PJT does not routinely track or
maintain such information but is not aware of any such engagement that is related to the Debtors
or these chapter 11 cases or, by virtue of which, the interests of the Debtors or their estates are
adversely affected.
26. Partners and/or employees of PJT or its affiliates may, from time to time, directly
or indirectly hold equity and/or debt in certain of the PII. However, to the best of my knowledge
based on information provided by PJT’s legal and compliance department, none of PJT, its
affiliates, or any partner or employee of PJT or its affiliates currently holds (other than potentially
through mutual funds, ETFs or professionally managed discretionary accounts) any interest in any
debt or equity securities of the Debtors.
27. Moreover, my understanding is that the Conflicts Management Program searched
all PJT affiliates, and, to the best of my knowledge, information, and belief, all connections
between PJT’s affiliates and the PIIs are disclosed herein.
28. Based on the results of the Conflict Check, to the best of my knowledge, neither I,
PJT, nor any partner or employee thereof, insofar as PJT’s legal and compliance department has
been able to ascertain, is an insider of the Debtors, nor has any connection with the Debtors, their
creditors, or other parties in interest, except as otherwise described herein.
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29. PJT does not believe that its involvement with any of the parties included in the PII
List will adversely affect the Debtors in any way. PJT does not believe that any potential
relationship it may have with any of the PII would interfere with or impair PJT’s representation of
the Debtors.
30. PJT and certain of its partners and employees may have in the past represented,
may currently represent, and may in the future represent, entities that may be on the PII List or
may otherwise be parties in interest in these chapter 11 cases in connection with matters unrelated
(except as otherwise disclosed herein) to the Debtors and these chapter 11 cases.
31. As part of its diverse practice, PJT appears in numerous cases, proceedings, and
transactions involving many different professionals, including attorneys, accountants, investment
bankers, and financial consultants, some of which may represent claimants and parties in interest
in these chapter 11 cases. In addition, PJT has in the past, is currently and will likely in the future
be working with or against other professionals involved in these chapter 11 cases in matters
unrelated to these chapter 11 cases, including certain professionals that are PII. Further, PJT and
its affiliates engage attorneys and other service providers from time to time to provide legal advice
and/or other services to PJT and/or its affiliates, and certain of such service providers may be PII.
32. Based on my current knowledge of the professionals, vendors, and other parties
involved in these chapter 11 cases, and to the best of my knowledge based on information provided
by PJT’s legal and compliance department, none of these business relations constitute interests
materially adverse to the Debtors or their estate, and none are in connection with these chapter 11
cases.
33. To the best of my knowledge based on information provided by PJT’s legal and
compliance department, except as disclosed herein: (a) PJT has no material connection with the
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Debtors or their estates, the Debtors’ creditors, the U.S. Trustee, any person employed in the office
of the U.S. Trustee, or any other party with an actual or potential interest in the Chapter 11 Cases
or their respective attorneys or accountants; (b) PJT (and PJT’s professionals) are not direct
creditors, equity security holders, or insiders of the Debtors; (c) neither PJT nor any of its
professionals is or was, within two (2) years of the date of the Debtors’ filing of these chapter 11
cases, a director, officer, or employee of the Debtors; and (d) neither PJT nor its professionals
holds or represents an interest materially adverse to the Debtors, their estates, or any class of
creditors or equity security holders by reason of any direct or indirect relationship to, connection
with, or interest in the Debtors, or for any other reason. Accordingly, I believe that PJT is a
“disinterested person” as defined in section 101(14) of the Bankruptcy Code, as modified by
section 1107(b) of the Bankruptcy Code, and PJT’s employment is permissible under
sections 327(a) and 328(a) of the Bankruptcy Code.
34. PJT has performed reasonable due diligence for possible conflicts with the PII in
these chapter 11 cases. The following is a list of the categories that PJT has searched with respect
to the PII:
• Debtors
• Non-Debtor Affiliate
• Current and Officers
• Secured Lenders and Creditors
• Taxing Authorities
• Banking Institutions
• Members of the UCC
• Equipment Lessors
• Benefit Providers
14
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 46 of 82
• Litigation Parties
• Landlords
• Insurers
• Temp Agencies
• Top 50 Vendors
• Top 25 Customers
• Debtors’ Restructuring Professionals
• Ordinary Course Professionals
• Utility Providers
• Material Contract Counterparties
• Bankruptcy Judges and Bankruptcy Court Personnel
• United States Trustee Personnel for the District of Delaware
35. The PII List provided to PJT by the Debtors may change during the pendency of
these chapter 11 cases. Should PJT learn that a relationship with any of the PII should be disclosed
in the future, a supplemental declaration with such disclosure will be promptly filed.
36. Given the large number of parties in interest in these chapter 11 cases, despite the
efforts to identify and disclose PJT’s relationships with the PII, I am unable to state with absolute
certainty that every client relationship or other connection has been disclosed in this Declaration.
PJT, therefore, will conduct an ongoing review of its files to ensure that no conflicts or other
disqualifying circumstances exist or arise. If any new material facts or relationships are discovered
or arise, PJT will promptly file a supplemental declaration with the Court.
[Remainder of page left intentionally blank]
15
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 47 of 82
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing
is true and correct.
Dated: July 9, 2024 Respectfully submitted,
/s/ James H. Baird III
James H. Baird III
Partner
PJT Partners LP
16
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 48 of 82
Schedule 1
List of Potential Parties in Interest
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 49 of 82
Type PII Name
Bank Bank Commercial Italano Parma
Bank Bank Commerciale Italiana Parma
Bank Bank of America
Bank Barclays UK
Bank Deutsche Bank AG
Bank Handlesbanken
Bank Hypo Vereinsbank
Bank JPMorgan Chase Bank, N.A.
Bank UBS
Bank Wilmington Trust
Committee Member Cognizant Worldwide, Ltd.
Committee Member Data Modul, Inc.
Committee Member David M. Lewis Company
Committee Member Presido
Committee Member Sunmed Group Holdings, LLC (d/b/a Airlife)
Committee Member Vizient, Inc.
Committee Member Zensar Technologies, Inc.
Committee Members Presidio Inc.
Committee Professionals McDermott Will & Emery
Directors & Officers Ajay Gopal
Directors & Officers Anna Mardiana Alisjahbana
Directors & Officers Bret Wise
Directors & Officers Cally Kothmann
Directors & Officers Chris Tue
Directors & Officers David Barse
Directors & Officers Gijsbert van Kampen
Directors & Officers Jasper Carpaij
Directors & Officers John Bibb
Directors & Officers John Elwood
Directors & Officers June Johnson
Directors & Officers Kim Contreras
Directors & Officers Kira Brown
Directors & Officers Marcelo Tadeu Fontinha Ferreira
Directors & Officers Martin Fritz Silberstein
Directors & Officers Martin Silberstein
Directors & Officers Mary Trout
Directors & Officers Nicholas William Throp
Directors & Officers Paul Aronzon
Directors & Officers Phung Minh Ha
Directors & Officers Rachel Lisenby
Directors & Officers Ronald Labrum
Directors & Officers Roy Mackenzie
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 50 of 82
Directors & Officers Roy McKenzie
Directors & Officers Saurabh Talwar
Directors & Officers Siti Junainah Binti Dewa
Directors & Officers Stephan Tamas
Directors & Officers Steven Dyson
Directors & Officers Tammy Noll
Directors & Officers Terrie McDaniel
Directors & Officers Thomas Aebischer
Directors & Officers Tom Ernst
Directors & Officers Vikram Bajaj
Directors & Officers Will Throp
Facility Leases Aviemore Chineham Park No 1 Ltd
Facility Leases Chineham Park
Facility Leases Yurbal Real Estate BV
Filing entity CareFusion U.K. 235 Limited
Filing entity Vyaire Finance B.V.
Filing entity Vyaire Medical 203, Inc.
Filing entity Vyaire Medical Srl
Filing entity Bird Products Corporation
Filing entity Breathe US Holdco, Inc.
Filing entity Breathe US Holdings LP
Filing entity CareFusion U.K. 232 Limited
Filing entity EME Medical, Inc.
Filing entity Intermed Equipamento Medico Hospitalar LTDA
Filing entity Revolutionary Medical Devices, Inc.
Filing entity SensorMedics Corporation
Filing entity VIASYS Holdings Inc.
Filing entity Vyaire Company
Filing entity Vyaire Holding Company
Filing entity Vyaire Medical 202, INC.
Filing entity Vyaire Medical 205, Inc.
Filing entity Vyaire Medical 206, Inc.
Filing entity Vyaire Medical 211, Inc.
Filing entity Vyaire Medical BR LLC
Filing entity Vyaire Medical Capital LLC
Filing entity Vyaire Medical Consumables LLC
Filing entity Vyaire Medical Cooperatief U.A.
Filing entity Vyaire Medical GmbH
Filing entity Vyaire Medical International LLC
Filing entity Vyaire Medical LLC
Filing entity Vyaire Medical Payroll LLC
Filing entity Vyaire Medical, Inc.
Filing entity Vyaire Respiratory Diagnostics LLC
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 51 of 82
Insurer-Broker Marsh USA, Inc.
Insurer-Insurance AIG
Insurer-Insurance AXIS Insurance Company
Insurer-Insurance Berkshire Hathaway Specialty Insurance Company
Insurer-Insurance Chubb
Insurer-Insurance Hartford
Insurer-Insurance Midvale Indemnity Company (Bowhead)
Insurer-Insurance Old Republic Professional Liability, Inc.
Insurer-Surety Hartford Fire Insurance Company
Judicial AL LUGANO
Judicial AMANDA HRYCAK
Judicial ANDREW VARA
Judicial ASHLEY M. CHAN
Judicial BENJAMIN HACKMAN
Judicial BRENDAN L SHANNON
Judicial CACIA BATTS
Judicial CATHERINE FARRELL
Judicial CHRISTINE GREEN
Judicial CLAIRE BRADY
Judicial CRAIG T GOLDBLATT
Judicial DANIELLE GADSON
Judicial DEMITRA YEAGER
Judicial DIANE GIODANO
Judicial DION WYNN
Judicial EDITH A. SERRANO
Judicial FANG BU
Judicial HANNAH M. MCCOLLUM
Judicial HOLLY DICE
Judicial J. KATE STICKLES
Judicial JAMES R. O’MALLEY
Judicial JANE LEAMY
Judicial JILL WALKER
Judicial JOHN T DORSEY
Judicial JONATHAN LIPSHIE
Judicial JONATHAN NYAKU
Judicial JOSEPH CUDIA
Judicial JOSEPH MCMAHON
Judicial KAREN B OWENS
Judicial LAUIRE SELBER SILVERSTEIN
Judicial LAURA HANEY
Judicial LAUREN ATTIX
Judicial LAURIE CAPP
Judicial LINDA CASEY
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 52 of 82
Judicial LINDA RICHENDERFER
Judicial LORA JOHNSON
Judicial MALCOLM M. BATES
Judicial MARQUIETTA LOPEZ
Judicial MARY F WALRATH
Judicial MICHAEL GIRELLO
Judicial NICKITA BARKSDALE
Judicial NYANQUOI JONES
Judicial PAULA SUBDA
Judicial RACHEL BELLO
Judicial RICHARD SCHEPACARTER
Judicial ROBERT CAVELLO
Judicial ROSA SIERRA-FOX
Judicial SHAKIMA L. DORTCH
Judicial THOMAS M HORAN
Judicial TIMOTHY J. FOX, JR.
Landlord Aviemore Chineham Park No. 1 Limited
Landlord Aviemore Chineham Park No. 2 Limited
Landlord Chineham Park
Landlord Dell Reality Company
Landlord Dell Realty Company
Landlord EXETER 6201 GLOBAL DISTRIBUTION, LLC
Landlord Irvine Company
Landlord Kilmainham Vyaire, LLC
Landlord TICIC SUB LLC
Landlord Yurbal Real Estate BV
Lender ACM ASOF VII Cayman Holdco LP
Lender ACM ASOF VIII Secondary C LP
Lender AlbaCore Capital
Lender AlbaCore Investment Opportunities LP
Lender AlbaCore Liquid Income Designated Activity Company
Lender Albacore Partners II Investment Holdings D Designated Activity Company
Lender AlbaCore Partners III Investment Holdings Fin III Designated Activity Company
Lender Alcentra Limited
Lender Alcentra NY LLC
Lender APAX GLOBAL ALPHA LIMITED
Lender Apax Partners LLP
Lender Ares Management LLC
Lender ASG Merkel I Sarl
Lender Atalaya Capital Management
Lender Balta Investments Designated Activity Company
Lender Bank of America
Lender BDCA SLF FUNDING LLC
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 53 of 82
Lender Benefit Street Partners Capital Opportunity Fund II SPV 1 LP
Lender BENEFIT STREET PARTNERS CAPITAL OPPORTUNITY FUND SPV LLC
Lender BENEFIT STREET PARTNERS CLO II LTD
Lender BENEFIT STREET PARTNERS CLO III LTD
Lender Benefit Street Partners CLO IV Ltd
Lender BENEFIT STREET PARTNERS CLO IX LTD
Lender Benefit Street Partners Clo V B Ltd
Lender BENEFIT STREET PARTNERS CLO VI B LTD
Lender BENEFIT STREET PARTNERS CLO VIII LTD
Lender BENEFIT STREET PARTNERS CLO X LTD
Lender BENEFIT STREET PARTNERS CLO XI LTD
Lender Benefit Street Partners CLO XII Ltd
Lender BENEFIT STREET PARTNERS CLO XIV LTD
Lender Benefit Street Partners CLO XIX Ltd
Lender BENEFIT STREET PARTNERS CLO XV LTD
Lender BENEFIT STREET PARTNERS CLO XVI LTD
Lender Benefit Street Partners CLO XVII Ltd
Lender BENEFIT STREET PARTNERS CLO XXIII LTD
Lender BENEFIT STREET PARTNERS DEBT FUND IV NON US SPV LP BENEFIT STREET PARTNERS
Lender BENEFIT STREET PARTNERS DEBT FUND IV NON US SPV LP BENEFIT STREET PARTNERS
Lender BENEFIT STREET PARTNERS DEBT FUND IV SPV LP BENEFIT STREET PARTNERS DEBT FU
Lender BENEFIT STREET PARTNERS DEBT FUND IV SPV LP BENEFIT STREET PARTNERS DEBT FU
Lender Benefit Street Partners LLC
Lender BENEFIT STREET PARTNERS SENIOR SECURED OPPORTUNITIES U MASTER FUND NON
Lender BENEFIT STREET PARTNERS SMA C SPV LP BENEFIT STREET PARNTERS SMA C LP
Lender BENEFIT STREET PARTNERS SMA C SPV LP BENEFIT STREET PARNTERS SMA C LP
Lender Benefit Street Partners SMA K SPV LP
Lender Black Rock Global LLC
Lender BlackRock EMMPD II INVESTMENT S A R L
Lender BlackRock Financial Management Inc
Lender BlackRock Investment Management
Lender BNP Paribas
Lender BSP SENIOR SECURED DEBT FUND NON US SPV 1 LP SEE NOTES
Lender BSP SENIOR SECURED DEBT FUND SPV 1 LP BENEFIT STREET PARTNERS SENIOR SECUR
Lender BSP SENIOR SECURED DEBT FUND SPV 1 LP BENEFIT STREET PARTNERS SENIOR SECUR
Lender BSP SMA T 2020 SPV LP
Lender CALIFORNIA STREET CLO IX LIMITED PARTNERSHIP
Lender COMMONWEALTH LAND TITLE INSURANCE COMPANY
Lender CUTWATER 2014 I LTD
Lender CUTWATER 2015 I LTD
Lender Diamond CLO 2018 1 LtdGSO DIAMOND PORTFOLIO FUND LP
Lender Diamond CLO 2018 1 LtdGSO DIAMOND PORTFOLIO FUND LP
Lender DIAMOND TARGETCO 1 LLC
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 54 of 82
Lender Diversified Loan Fund Private Debt B S A R L
Lender ELLINGTON CLO I LTD
Lender ELLINGTON CLO II LTD
Lender Ellington CLO III Ltd
Lender ELLINGTON CLO IV LTD
Lender Ellington Management
Lender EMMPD ASG Sarl
Lender EMMPD INVESTMENT S A R L
Lender EMPLOYEES AND AGENTS PENSION PLAN GWL AND A FINANCIAL INC
Lender Empower Funds Inc.
Lender EMPOWER SHORT DURATION BOND FUND
Lender Fidelity National Title Insurance Company
Lender First Eagle Alternative Credit LLC
Lender GOLDMAN SACHS TRUST II GOLDMAN SACHS MULTI MANAGER NON CORE FIXED INC
Lender Great-West Capital Management, LLC
Lender GSO Capital Partners LP
Lender Halcyon Asset Management LLC
Lender HALCYON LOAN ADVISORS FUNDING 2015 1 LTD
Lender HALCYON LOAN ADVISORS FUNDING 2015 2 LTD
Lender HALCYON LOAN ADVISORS FUNDING 2015 3 LTD FKA CITI LOAN FUNDING HLM LLC CI
Lender ING Capital LLC
Lender JPMORGAN CHASE BANK NATIONAL ASSOCIATION
Lender JPMorgan Chase Bank, National Association
Lender LANDMARK WALL SMA SPV LPLANDMARK WALL SMA LP
Lender MENARD INC BY SYMPHONY ASSET MANAGEMENT LLC
Lender Mezzvet Luxembourg III. S.a.r.l.
Lender Mizuho Bank, Ltd. New York
Lender Morgan Stanley Bank National Association
Lender MV Credit Partners LLP
Lender MV Lux IV S.a.r.l.
Lender MV PRIVATE DEBT CE SARL
Lender MV PRIVATE DEBT GC SARL
Lender MV PRIVATE DEBT OP1 SARL
Lender Natixis, New York Branch
Lender Newport Global Advisors
Lender NEWPORT GLOBAL CREDIT FUND MASTER LP
Lender Nuveen Alternative Investment Funds SICAV SIF Nuveen US Senior Loan Fund
Lender Nuveen Alternative Investment Funds SICAV SIF Nuveen US Senior Loan Fund
Lender Nuveen Asset Management, LLC
Lender NUVEEN FLOATING RATE INCOME FUND
Lender NUVEEN FLOATING RATE INCOME FUND A SERIES OF NUVEEN INVESTMENT TRUST III
Lender NUVEEN SENIOR LOAN FUND LP
Lender PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB BY SYMPHONY ASSET MAN
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 55 of 82
Lender PONTUS HOLDINGS LTD
Lender PRINCIPAL DIVERSIFIED REAL ASSET CIT FKA DIVERSIFIED REAL ASSET CIT
Lender PRINCIPAL FUNDS INC DIVERSIFIED REAL ASSET FUND
Lender PROVIDENCE DEBT FUND III NON US SPV LP PROVIDENCE DEBT FUND III MASTER
Lender PROVIDENCE DEBT FUND III SPV LP PROVIDENCE DEBT FUND III LP
Lender Providence Equity Partners Inc
Lender Providence Equity Partners LLC
Lender Quadrant Capital Advisors
Lender Royal Bank of Canada New York Branch
Lender Separate Investment Account P3 Diversified Bond I Account of Massachusetts Mutual
Lender Separate Investment Account P5 Diversified Bond II Account of Massachusetts Mutua
Lender Shackleton 2014 V R CLO Ltd
Lender SHACKLETON 2019 XIV CLO LTD
Lender SHACKLETON 2021 XVI CLO LTD
Lender Symphony Asset Management LLC
Lender SYMPHONY CLO XIX LTD
Lender SYMPHONY CLO XV LTD
Lender SYMPHONY CLO XVI LTD
Lender SYMPHONY CLO XVII LTD
Lender SYMPHONY CLO XVIII LTD
Lender Symphony CLO XX Ltd
Lender SYMPHONY FLOATING RATE SENIOR LOAN FUND
Lender TCI SYMPHONY CLO 2016 1 LTD
Lender TCI SYMPHONY CLO 2017 1 LTD
Lender TFG Asset Management
Lender TIAA CREF Investment Services
Lender TIAA GLOBAL PUBLIC INVESTMENTS LLC SERIES LOAN TEACHERS INSURANCE AND ANN
Lender UBS AG Stamford Branch
Lender US BUSINESS OF THE CANADA LIFE ASSURANCE COMPANY THE
Lender Advisor Houlihan Lokey
Lender Advisor Rothschild & Co.
Lender Counsel Gibson, Dunn, and Crutcher
Lender Counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP
Lender Counsel & Advisors ArentFox Schiff LLP
Lender Counsel & Advisors Ashby & Geddes PA
Lender Counsel & Advisors Morris James LLP
Lender Counsel & Advisors Pachulski Stang Ziehl & Jones LLP
Lender Counsel & Advisors Seward & Kissel LLP
Lenders & Agents Bardin Hill Investment Partners
Litigation Amy Warrington
Litigation CMM Supplies & Services S.A.L.
Litigation Connita Ransom, as the surviving legal parents and guardian of JRB
Litigation Erich Greer
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 56 of 82
Litigation Esbee Dynamed Pvt. Ltd.
Litigation Gordon Boshears
Litigation John Vidal
Litigation Jonathon Abed
Litigation Juan Williams, as special representative of the estate of Audrea Hardwicks-Williams
Litigation Kara Baumgartner
Litigation Kyashia Middleton, as personal representative for the estate of Rylee Jones
Litigation Mike Kavanaugh
Litigation Restech SRL
Litigation Ringted Investment SL
Litigation Secretaria da Saúde de Bahia
Litigation Secretaria de Saude de Fortaleza
Litigation Sleep Management LLC, d/b/a VieMed
Litigation SpaceInsp
Litigation State of Pernambuco (Brazil)
Litigation Terry Bryant
Litigation U.S. Government / Dept. of Defense, Office of the Inspector General
Litigation Westchester Surplus Lines Insurance Company
Material Contract A PLUS INTERNATIONAL INC.
Material Contract ABM INDUSTRY GROUP LLC
Material Contract ADVANCED PRINTING
Material Contract AEROTEK INC
Material Contract AGILITI HEALTH
Material Contract AMERICAN CRATING
Material Contract ANALYTICAL INDUSTRIES INC.
Material Contract AREA LLC
Material Contract Ascension Health Resource and Supply Management Group, LLC
Material Contract Ascension Providence Hospital
Material Contract AssuredPartners
Material Contract ASTON CARTER INC
Material Contract ATLANTIC HEALTH SYSTEM
Material Contract AUGUSTA HITECH SOFT SOLUTIONS LLC
Material Contract BCP SYSTEMS INC.
Material Contract BEST SOURCE ELECTRONICS CORP.
Material Contract BRUEL & KJAER NORTHAMERICA
Material Contract CARDINAL HEALTH
Material Contract Cardinal Health 200, LLC
Material Contract CASS INFORMATION SYSTEMS INC
Material Contract CEVA INTERNATIONAL INC
Material Contract CHICAGO OFFICE TECHNOLOGY GROUP INC
Material Contract Children’s Healthcare Atlanta
Material Contract CHILDRENS HEALTH
Material Contract Cigna
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 57 of 82
Material Contract Cigna Behavioral Health
Material Contract CLAYTON CONTROLS
Material Contract CONCEPT DYNAMICS LTD
Material Contract CONNEXIO HEALTH LLC
Material Contract CVS Caremark
Material Contract DA/PRO RUBBER INC
Material Contract DATA MODUL INC
Material Contract DEEL INC
Material Contract Dell Realty Company
Material Contract Fidelity
Material Contract Flexim US Corp.
Material Contract FORTE DGTL LLC
Material Contract GE HEALTH CARE
Material Contract GE Precision Healthcare
Material Contract GEN MED
Material Contract GISPATH INC
Material Contract GLOBAL REGULATORY WRITING &
Material Contract GREATBATCH MEDICAL
Material Contract HACK FORMENBAU GMBH
Material Contract HCA MANAGEMENT
Material Contract HealthEquity
Material Contract HEALTHTRUST PURCHASING GROUP
Material Contract HealthTrust Purchasing Group, L.P.
Material Contract HOUSE OF BATTERIES
Material Contract I.M.I. CO., LTD
Material Contract IMI Co. Ltd.
Material Contract INDIANA UNIVERSITY HEALTH
Material Contract Integrated Medical Systems Inc.
Material Contract INTEGRATED MEDICINE
Material Contract INVENTUS POWER, INC.
Material Contract Kaiser Permanente
Material Contract KUEHNE & NAGEL INC
Material Contract LYN MEDICAL
Material Contract McKesson
Material Contract McKesson Medical-Surgical Inc.
Material Contract MEDLINE INDUSTRIES
Material Contract Medline Industries, Inc.
Material Contract MER MAR, INC.
Material Contract MetLife
Material Contract MHCCNA
Material Contract MICHAEL W ALABRAN
Material Contract MICROSOFT CORPORATION
Material Contract N Z TECHNO HANDELS
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 58 of 82
Material Contract NORTHWELL HEALTH
Material Contract Northwell Health Alliance, Inc. and Northwell Health Regional Alliance
Material Contract NYPRO HEALTHCARE BAJA INC
Material Contract NZ Techno Handels Gesellschaft mbh
Material Contract OPG-3 INC
Material Contract Owens & Minor Distribution, Inc.
Material Contract OXFORD GLOBAL RESOURCES LLC
Material Contract PARKER HANNIFIN - PORTER DIVISION
Material Contract PARTSSOURCE, INC
Material Contract PHILLIPS-MEDISIZE COSTA MESA LLC
Material Contract PMSNA SSD ANDOVE
Material Contract Premier Healthcare Alliance, L.P.
Material Contract PRN STAFFING
Material Contract QUALITY MEDICAL
Material Contract REAL STAFFING GROUP
Material Contract RESPIRATORY CARE AFRICA
Material Contract SERVICEMAX INC
Material Contract SERVICIOS DE INGENIERIA
Material Contract SIEMENS INDUSTRY SOFTWARE INC
Material Contract SPARK DSG LLC
Material Contract SPIN RECRUITMENT INC
Material Contract SunMed Group Holdings LLC
Material Contract SYNTEL INC
Material Contract TELSONIC UK LTD
Material Contract The Alexander Group
Material Contract THE EDUCE GROUP INC
Material Contract The Standard
Material Contract THOMAS JEFFERSON UNIV HOSPITAL
Material Contract TPI - CUSTOM SOLUTIONS
Material Contract TRILLAMED, LLC
Material Contract TrillaMed, LLC
Material Contract Trudell Healthcare
Material Contract USMED EQUIPMENT
Material Contract VENTURE RESPIRATORS
Material Contract VERTEX INC
Material Contract Vision Service Plan (VSP)
Material Contract VIZIENT SUPPLY, LLC
Material Contract WageWorks
Material Contract WAVICLE DATA SOLUTIONS LLC
Material Contract WOLSELEY INDUSTRIAL GROUP (FERGUSON)
Material Contract XEROX FINANCIAL SERVICES LLC
Material Contract YUSEN LOGISTICS AMERICAS INC
Material Contract ZENSAR TECHNOLOGIES INC
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 59 of 82
Non-Debtor Entity Acutronic Medical Systems AG (Switzerland)
Non-Debtor Entity Advanced Respiratory Care AG (Switzerland)
Non-Debtor Entity Apax VIII Fund
Non-Debtor Entity Ariel EquityCo GP LLC
Non-Debtor Entity Ariel EquityCo LP
Non-Debtor Entity imtmedical ag (Switzerland)
Non-Debtor Entity imtmedical Pte. Ltd. (Singapore)
Non-Debtor Entity Mary Trout
Non-Debtor Entity MIM Medizinische Instrumente und Monitoring GmbH (Germany)
Non-Debtor Entity RBW Investment GMBH & Co KG
Non-Debtor Entity Servicios De Assistencia Tecnica A Equipamento Medico Hospitalar LTDA (Brazil)
Non-Debtor Entity Serviços De Assistencia Tecnica A Equipamento Medico Hospitalar Ltda.
Non-Debtor Entity VM Finance Sub, LLC (US)
Non-Debtor Entity Vyaire B.V. (Netherlands)
Non-Debtor Entity Vyaire DMCC (UAE)
Non-Debtor Entity Vyaire Finance Sub, LLC (US)
Non-Debtor Entity Vyaire Financial Holdings LLC (US)
Non-Debtor Entity Vyaire GmbH (Germany)
Non-Debtor Entity Vyaire Intermediate HoldCo GP LLC
Non-Debtor Entity Vyaire Intermediate HoldCo LP
Non-Debtor Entity Vyaire Limited Liability Company (Russia)
Non-Debtor Entity Vyaire Medical AB (Sweden)
Non-Debtor Entity Vyaire Medical B.V. (Netherlands)
Non-Debtor Entity Vyaire Medical Denmark, Filial af Vyaire Medical AB (Denmark Branch)
Non-Debtor Entity Vyaire Medical Holdings B.V. (Netherlands)
Non-Debtor Entity Vyaire Medical International B.V. (Netherlands)
Non-Debtor Entity Vyaire Medical Korea Ltd. (South Korea)
Non-Debtor Entity Vyaire Medical Private Limited (India)
Non-Debtor Entity Vyaire Medical Products (Shanghai) Co., Ltd (China)
Non-Debtor Entity Vyaire Medical Products (Shanghai) Co., Ltd. (Beijing Branch)
Non-Debtor Entity Vyaire Medical Products Limited (Spolka z ograniczonaodpowiedzialniscia) (Poland Bra
Non-Debtor Entity Vyaire Medical Products Limited (UK)
Non-Debtor Entity Vyaire Medical Products ULC (Canada)
Non-Debtor Entity Vyaire Medical Pte. Ltd. (Singapore)
Non-Debtor Entity Vyaire Medical Pty Ltd. (Australia)
Non-Debtor Entity Vyaire Medical Sarl (Switzerland)
Non-Debtor Entity Vyaire Medical SDN BHD (Malaysia)
Non-Debtor Entity Vyaire Receivables LLC (US)
Non-Debtor Entity Vyaire S.r.l
Non-Debtor Entity Vyaire TSR Midco, LLC
Non-Debtor Entity Vyaire TSR Sub, LLC (US)
Non-Debtor Entity Vyaire Turkey Tibbi Cihazlar Ticaret Anonim Şirketi (Turkey)
Non-Debtor Entity Vyaire UK 236 Limited (UK)
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 60 of 82
OCP BAKER MCKENZIE LLP
OCP COVINGTON & BURLING LLP
OCP ERNST & YOUNG US LLP
OCP FOX ROTHSCHILD LLP
OCP FRAGOMEN, DEL REY, BERNSEN & LOEWY
OCP GORDON REES SCULLY MANSUKHANI LLP
OCP HOGAN LOVELLS US LLP
OCP HYMAN PHELPS & MCNAMARA PC
OCP IRWIN FRITCHIE URQUHART & MOORE LLC
OCP LINKLATERS LLP
OCP LITTLER MENDELSON PC
OCP MORGAN LEWIS & BOCKIUS LLP
OCP POLSINELLI PC
Rx Professional AlixPartners
Rx Professional Cole Schotz
Rx Professional Kirkland & Ellis LLP
Rx Professional Omni Agent Solutions, Inc.
Rx Professional PJT Partners
Staffing Agency Actalent, Inc.
Staffing Agency Aerotek, Inc.
Staffing Agency Aston Carter, Inc.
Staffing Agency Connexio Health LLC
Staffing Agency David M. Lewis Company, LLC
Staffing Agency Gispath, Inc.
Staffing Agency Gravity Talent Solutions (Airlife)
Staffing Agency PRN Health Services, LLC
Staffing Agency Real Staffing Group
Taxing Authority Alabama - STACS
Taxing Authority Alabama Department of Revenue
Taxing Authority Alabama Department of Revenue
Taxing Authority Alaska Department of Revenue
Taxing Authority Arizona Department of Revenue
Taxing Authority Arizona Department of Revenue
Taxing Authority Arkansas Department of Finance & Administration
Taxing Authority Ascension Parish Sales and Use Tax Authority
Taxing Authority Autauga, Birmingham, Chilton, Clanton, Dale, Dothan, Florence, Hamilton, Henry, Jack
Taxing Authority Avoyelles Parish School Board
Taxing Authority Baldwin County
Taxing Authority Bureau of Revenue & Taxation
Taxing Authority Caddo Shreveport Sales & Use Tax Commission
Taxing Authority Calcasieu Parish
Taxing Authority California Department of Tax and Fee Administration
Taxing Authority City of Alabaster
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 61 of 82
Taxing Authority City of Arvada
Taxing Authority City of Aurora Revenue Division
Taxing Authority City of Baton Rouge Parish of East Baton Rouge
Taxing Authority City of Boulder
Taxing Authority City of Bremerton
Taxing Authority City of Colorado Springs
Taxing Authority City of Craig
Taxing Authority City of Daphne
Taxing Authority City of Durango
Taxing Authority City of Englewood
Taxing Authority City of Everett
Taxing Authority City of Foley Revenue Department
Taxing Authority City of Fort Collins
Taxing Authority City of Golden
Taxing Authority City of Grand Junction
Taxing Authority City of Greeley
Taxing Authority City of Greenwood Village
Taxing Authority City of Gunnison
Taxing Authority City of Huntsville
Taxing Authority City of Lakewood
Taxing Authority City of Lamar
Taxing Authority City of Littleton
Taxing Authority City of Lone Tree
Taxing Authority City of Longmont
Taxing Authority City of Longview
Taxing Authority City of Mobile
Taxing Authority City of Monroe/Ouachita Parish
Taxing Authority City of Montgomery
Taxing Authority City of New Orleans
Taxing Authority City of Parker
Taxing Authority City of Pueblo
Taxing Authority City of Seattle
Taxing Authority City of Sheffield
Taxing Authority City of Steamboat Springs
Taxing Authority City of Thornton
Taxing Authority Colbert County
Taxing Authority Colorado Department of Revenue
Taxing Authority Commerce City Tax Division
Taxing Authority Comptroller of Maryland
Taxing Authority Connecticut Department of Revenue Services
Taxing Authority Cullman County
Taxing Authority Dekalb County Revenue Department
Taxing Authority Delaware Division of Revenue
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 62 of 82
Taxing Authority Denver Department of Finance
Taxing Authority Department of the Treasury
Taxing Authority District of Columbia
Taxing Authority District of Columbia
Taxing Authority Evangeline Parish Sales/Use Tax Commission
Taxing Authority Florida Department of Revenue
Taxing Authority Franklin County
Taxing Authority Georgia Department of Revenue
Taxing Authority Georgia Department of Revenue
Taxing Authority Hawaii Department of Taxation
Taxing Authority Hawaii Department of Taxation
Taxing Authority Iberia Parish School Board Sales & Use Tax Department
Taxing Authority Idaho State Tax Commission
Taxing Authority Idaho State Tax Commission
Taxing Authority Illinois Department of Revenue
Taxing Authority Illinois Department of Revenue
Taxing Authority Indiana Department of Revenue
Taxing Authority Indiana Department of Revenue
Taxing Authority Internal Revenue Service
Taxing Authority Iowa Department of Revenue
Taxing Authority Iowa Department of Revenue
Taxing Authority Jefferson County Department of Revenue
Taxing Authority Kansas Department of Revenue
Taxing Authority Kansas Department of Revenue
Taxing Authority Kentucky Department of Revenue
Taxing Authority Kentucky Revenue Cabinet
Taxing Authority Lafayette Parish School System
Taxing Authority Lafourche Parish School Board
Taxing Authority Lincoln Parish
Taxing Authority Louisiana - St. Charles
Taxing Authority Louisiana - St. John
Taxing Authority Louisiana - St. Landry
Taxing Authority Louisiana - St. Mary
Taxing Authority Louisiana - St. Tammany
Taxing Authority Louisiana - Vernon
Taxing Authority Louisiana - Washington
Taxing Authority Louisiana - Webster
Taxing Authority Louisiana Department of Revenue
Taxing Authority Louisiana Department of Revenue
Taxing Authority Madison County
Taxing Authority Maine Department of Revenue
Taxing Authority Maine Revenue Services
Taxing Authority Maryland Revenue Administration
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 63 of 82
Taxing Authority Massachusetts Department of Revenue
Taxing Authority Massachusetts Department of Revenue
Taxing Authority Michigan Department of Treasury
Taxing Authority Michigan Department of Treasury
Taxing Authority Minnesota Department of Revenue
Taxing Authority Minnesota Department of Revenue
Taxing Authority Mississippi Department of Revenue
Taxing Authority Mississippi Department of Revenue
Taxing Authority Missouri Department of Revenue
Taxing Authority Missouri Department of Revenue
Taxing Authority Mobile County
Taxing Authority Montana Department of Revenue
Taxing Authority Montgomery County Commission Tax & Audit Department
Taxing Authority Nebraska Department of Revenue
Taxing Authority Nebraska Department of Revenue
Taxing Authority Nevada Department of Taxation
Taxing Authority New Hampshire Department of Revenue Administration
Taxing Authority New Jersey Division of Taxation
Taxing Authority New Jersey Division of Taxation
Taxing Authority New Mexico Taxation & Revenue Department
Taxing Authority New Mexico Taxation & Revenue Department
Taxing Authority New York Department of Taxation and Finance
Taxing Authority New York Department of Taxation and Finance
Taxing Authority North Carolina Department of Revenue
Taxing Authority North Carolina Department of Revenue
Taxing Authority North Dakota Office of State Tax Commissioner
Taxing Authority North Dakota Office of State Tax Commissioner
Taxing Authority OHIO BUREAU OF WORKERS'
Taxing Authority Ohio Department of Taxation
Taxing Authority Oklahoma Tax Commission
Taxing Authority Oklahoma Tax Commission
Taxing Authority Oregon Department of Revenue
Taxing Authority Oregon Department of Revenue
Taxing Authority Parish Of Acadia
Taxing Authority Pennsylvania Department of Revenue
Taxing Authority Pennsylvania Department of Revenue
Taxing Authority Plaquemines Parish
Taxing Authority Rapides Parish
Taxing Authority Rhode Island Division of Taxation
Taxing Authority Rhode Island Division of Taxation
Taxing Authority Shelby County Business Revenue Office
Taxing Authority South Carolina Department of Revenue
Taxing Authority South Carolina Department of Revenue
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 64 of 82
Taxing Authority South Dakota Department of Revenue
Taxing Authority State of Arkansas
Taxing Authority STATE OF NORTH CAROLINA -EPROC
Taxing Authority Tennessee Department of Revenue
Taxing Authority Tennessee Department of Revenue
Taxing Authority Texas Comptroller of Public Accounts
Taxing Authority Texas Comptroller of Public Accounts
Taxing Authority US CBP FPF OFFICE
Taxing Authority US FOOD AND DRUG ADMINISTRATION
Taxing Authority Utah State Tax Commission
Taxing Authority Utah State Tax Commission
Taxing Authority Vermont Department of Taxes
Taxing Authority Vermont Department of Taxes
Taxing Authority Virginia Tax Office of Customer Services
Taxing Authority Virginia Tax Office of Customer Services
Taxing Authority Washington State Department of Revenue
Taxing Authority West Virginia State Tax Department
Taxing Authority West Virginia Tax Division
Taxing Authority Wisconsin Department of Revenue
Taxing Authority Wisconsin Department of Revenue
Taxing Authority Wyoming Department of Revenue
Utilities AT&T CORP
Utilities AT&T GLOBAL NETWORK SERVICES
Utilities AT&T ILLINOIS
Utilities AT&T MOBLILITY II LLC
Utilities CHEMTREC
Utilities CLEAN HARBORS
Utilities Commonwealth Edison Company - ComEd
Utilities Culligan Water
Utilities Desert Water Agency
Utilities FLEXIM US CORPORATION
Utilities FRONTIER COMMUNICATIONS CORPORATION
Utilities GRANITE TELECOMMUNICATIONS
Utilities LOUISVILLE GAS & ELECTRIC CO
Utilities Nalco Company LLC d/b/a Nalco Water Pretreatment
Utilities Nalco Company LLC dba Nalco Water Pretreatment Solutions LLC
Utilities Palm Springs Disposal Service, Inc.
Utilities PRO MACH INC
Utilities RINGCENTRAL INC
Utilities SAFETY-KLEEN
Utilities Southern California Edison Company
Utilities Southern California Gas Company dba The Gas Company; SoCalGas
Utilities State Water Resources Control Board - Water Boards
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 65 of 82
Utilities State Water Resources Control Board – Water Boards
Utilities T-MOBILE USA, INC.
Utilities ZAYO GROUP LLC
Vendor ACCENT PLASTICS
Vendor ADVANCED MOTION CONTROLS
Vendor ADVANCED PRINTING
Vendor AMAZON WEB SERVICES INC
Vendor AMBRIT ENGINEERING
Vendor ARYAKA NETWORKS INC
Vendor ASSURED PARTNERS CAPITAL INC
Vendor AVNET, INC.
Vendor CAREFUSION - MEXICALI
Vendor CEVA LOGISTICS
Vendor CLAYTON CONTROLS
Vendor CLEO COMMUNICATIONS US, LLC
Vendor COGNIZANT TECHNOLOGY SOLUTIONS US C
Vendor DAVID M LEWIS COMPANY LLC
Vendor DELL MARKETING LP
Vendor DELL REALTY COMPANY
Vendor ENLABEL GLOBAL SERVICES INC
Vendor ERASMUS UNIVERSITY MEDICAL
Vendor EUROFINS ELECTRICAL &
Vendor FLEXIM US CORP
Vendor HEALTHTRUST PURCHASING GROUP LP
Vendor IPAN INTELLECTUAL PROPERTY ASSOCIAT
Vendor ITD CORPORATION
Vendor JABIL CIRCUIT (SHANGHAI) LTD.
Vendor MARLEE MFG.
Vendor MAXTEC
Vendor MONDAY.COM LTD
Vendor MOOG COMPONENTS GROUP, INC
Vendor NEWARK CORPORATION
Vendor NONIN MEDICAL
Vendor ORANGE COAST PNEUMATICS
Vendor PERMA PURE
Vendor PINNACLE PRECISION SHEET METAL CORP
Vendor PORTESCAP INDIA PVT. LTD.
Vendor PREMIER HEALTHCARE ALLIANCE LP
Vendor PRESIDIO HOLDINGS INC
Vendor RESTRUCTURING PARTNERS & ASSO LLC
Vendor SALESFORCE.COM INC
Vendor SEBASTIAN MASANET
Vendor STAR EXHIBITS & ENVIRONMENTS INC
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 66 of 82
Vendor STRAN & COMPANY INC
Vendor SunMed Group Holdings LLC
Vendor TELEDYNE ANALYTICAL INSTRUMENTS
Vendor THE ALEXANDER GROUP
Vendor THE WEST GROUP
Vendor TOTEX MANUFACTURING
Vendor UNIVERSITY HEALTH NETWORK
Vendor VERITIV OPERATING COMPANY
Vendor VERTEX INC
Vendor VINCENT MEDICAL
Vendor VIZIENT INC
Vendor WORKDAY INC
Potential M&A Counterparty [REDACTED]
Potential M&A Counterparty [REDACTED]
Potential M&A Counterparty [REDACTED]
Potential M&A Counterparty [REDACTED]
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 67 of 82
Schedule 2
(Schedule of Potential Parties in Interest
As to Which PJT Has a Connection)
a. PJT was previously engaged to provide financial advisory services to an affiliate of
American International Group (“AIG”), one of the PII, in a confidential matter.
This engagement was wholly unrelated to the Debtors and these Chapter 11 Cases,
and PJT does not believe that the interests of the Debtors or their estates are
adversely affected by such engagement.
b. An individual with whom PJT has an ongoing consultancy arrangement is a
member of the board of directors of an affiliate of AIG, one of the PII. Such
consultant is not part of the PJT team representing the Debtors in these Chapter 11
Cases. This connection is wholly unrelated to the Debtors and these Chapter 11
Cases, and PJT does not believe that the interests of the Debtors or their estates are
adversely affected by such connection.
c. An affiliate of PJT was previously engaged to provide financial advisory services
to AlbaCore Capital LLC, one of the PII, in a confidential matter. This engagement
was wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
d. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of lenders to a company in a confidential matter. The members of such
group included AlbaCore Capital LLC, one of the PII. This engagement was
wholly unrelated to the Debtors and Chapter 11 Cases, and PJT does not believe
that the interests of the Debtors or their estates are adversely affected by such
engagement.
e. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of creditors to a company in a confidential matter. The members of such
group included Alcentra Limited and an affiliate of Separate Investment Account
P3 Diversified Bond I Account of Massachusetts Mutual Life Insurance Company
(“Mass Mutual Bond I Account”), each of which is a PII. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
f. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of creditors to a company in two separate confidential matters. The
members of such group included in one or more engagements, Alcentra Limited,
an affiliate of Diamond CLO 2018 1 Ltd and GSO Capital Partners LP (collectively,
“GSO”) and an affiliate of Mass Mutual Bond I Account, each of which is a PII.
This engagement is wholly unrelated to the Debtors and these Chapter 11 Cases,
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 68 of 82
and PJT does not believe that the interests of the Debtors or their estates are
adversely affected by such engagement.
g. PJT was previously engaged to provide financial advisory services to an affiliate of
each of Alcentra Limited and Benefit Street Partners LLC (“Benefit Street”), each
of which is a PII, in a confidential matter. This engagement was wholly unrelated
to the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by this engagement.
h. PJT has been engaged to provide financial advisory services to a group of lenders
to a company in a confidential matter. The members of such group include an
affiliate of each of Alcentra Limited and Benefit Street, an affiliate of BlackRock
Investment Management (“BlackRock”), an affiliate of Nuveen LLC and an
affiliate of Mass Mutual Bond I Account, each of which is a PII. This engagement
is wholly unrelated to the Debtor and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtor or its estate are adversely affected by such
engagement.
i. PJT has been engaged to provide financial advisory services to a group of creditors
to a company in a confidential matter. The members of such group include or
previously included an affiliate of each of Alcentra Limited and Benefit Street, an
affiliate of Fidelity, an affiliate of GSO, an affiliate of Mass Mutual Bond I
Account, an affiliate of Natixis, New York Branch (“Natixis”) and an affiliate of
UBS, each of which is a PII. This engagement is wholly unrelated to the Debtors
and these Chapter 11 Cases, and PJT does not believe that the interests of the
Debtors or their estates are adversely affected by such engagement.
j. PJT has been engaged to provide financial advisory services to an affiliate of each
of Alcentra Limited and Benefit Street, each of which is a PII, in a confidential
matter. This engagement is wholly unrelated to the Debtors and these Chapter 11
Cases, and PJT does not believe that the interests of the Debtors or their estates are
adversely affected by such engagement.
k. PJT has been engaged to provide financial advisory services to an affiliate of
Amazon Web Services Inc., one of the PII, in a confidential matter. This
engagement is wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estates are adversely
affected by such engagement.
l. An affiliate of PJT was previously engaged to provide financial advisory services
to two separate affiliates of Apax Partners LLP, one of the PII, in two confidential
matters. These engagements were wholly unrelated to the Debtors and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtors or
their estates are adversely affected by such engagements.
m. An affiliate of PJT has been engaged to provide financial advisory services to a
group of creditors of a company in a confidential matter. The members of such
2
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 69 of 82
group include Deutsche Bank AG, one of the PII. This engagement is wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by this
engagement.
n. PJT was previously engaged to provide financial advisory services to a group of
lenders of a certain company in a confidential matter. The members of such
group included an affiliate of BlackRock, an affiliate of Fidelity, an affiliate of
JPMorgan Chase Bank, N.A. (“JP Morgan”), an affiliate of Morgan Stanley and
an affiliate of Nuveen, each of which is a PII. This engagement was wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe
that the interests of the Debtors or their estates are adversely affected by such
engagement.
o. PJT was previously engaged to provide financial advisory services to an ad hoc
group of creditors to a company in a confidential matter. The members of such ad
hoc group included an affiliate of GSO, an affiliate of Mass Mutual Bond I
Account, an affiliate of Morgan Stanley and an affiliate of UBS, each of which is
a PII. This engagement was wholly unrelated to the Debtors and these Chapter 11
Cases, and PJT does not believe that the interests of the Debtors or their estates
are adversely affected by such engagement.
p. PJT was previously engaged to provide financial advisory services to a group of
lenders of a company in a confidential matter. The members of such group
included an affiliate of Ares Management LLC (“Ares”), BlackRock and an
affiliate of Fidelity, each of which is a PII. This engagement was wholly unrelated
to the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by such
engagement.
q. PJT has been engaged to provide financial advisory services to a group of lenders
to a company in a confidential matters. The members of such group include an
affiliate of Ares, an affiliate of BlackRock, Fidelity Investments, an affiliate of JP
Morgan, an affiliate of Natixis and an affiliate of each of Alcentra Limited and
Benefit Street, each of which is a PII. This engagement is wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by this engagement.
r. PJT was previously engaged to provide financial advisory services to a group of
lenders to a company in a confidential matter. The members of such group
included an affiliate of Ares, an affiliate of Atalaya Capital Management, an
affiliate of First Eagle Alternative Credit LLC, an affiliate of GSO and an affiliate
of Mass Mutual Bond I Account, each of which is a PII. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
3
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 70 of 82
s. PJT was previously engaged to provide financial advisory services to an ad hoc
group of creditors of a company in a confidential matter. The members of such
group included an affiliate of Royal Bank of Canada New York Branch, one of
the PII. This engagement was wholly unrelated to the Debtors and these Chapter
11 Cases, and PJT does not believe that the interests of the Debtors or their estates
are adversely affected by this engagement.
t. PJT was previously engaged to provide financial advisory services to a group of
lenders to a company in a confidential matter. The members of such group
included an affiliate of Ares, BlackRock, an affiliate of Fidelity and an affiliate of
Nuveen, each of which is a PII. This engagement was wholly unrelated to the
Debtor and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtor or its estate are adversely affected by such engagement.
u. PJT was previously engaged to provide financial advisory services to a group of
creditors of a company in a confidential matter. The members of such group
included an affiliate of Ares and an affiliate of Mass Mutual Bond I Account,
each of which is a PII. This engagement was wholly unrelated to the Debtors and
these Chapter 11 Cases, and PJT does not believe that the interests of the Debtors
or their estates are adversely affected by such engagement.
v. An affiliate of PJT has been engaged to provide financial advisory services to an
affiliate of Ares, one of the PII, in a confidential matter. This engagement is wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by such
engagement.
w. PJT was previously engaged to provide financial advisory services to a group of
lenders of a company in a confidential matter. The members of such group
included Ares, Barclays, an affiliate of BlackRock, and an affiliate of Morgan
Stanley, each of which is a PII. This engagement is wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
x. PJT has been engaged to provide advisory services to an affiliate of AT&T Corp.,
one of the PII, in a confidential matter. This engagement is wholly unrelated to
the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by such
engagement.
y. PJT was previously engaged to provide financial advisory services to Atalaya
Capital Management, one of the PII, in a confidential matter. This engagement
was wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does
not believe that the interests of the Debtors or their estates are adversely affected
by such engagement.
4
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 71 of 82
z. PJT was previously engaged to provide financial advisory services to a group of
lenders of a certain company in a confidential matter. The members of such
group included Atalaya Capital Management, Benefit Street, Bank of America
(“BofA”), an affiliate of BlackRock Financial Management Inc. (“BlackRock”),
an affiliate of Fidelity, Barden Hill Investment Partners LP, an affiliate of
JPMorgan and an affiliate of Natixis, each of which is a PII. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
aa. PJT has been engaged to provide advisory services to BofA, one of the PII, in a
confidential matter. This engagement is wholly unrelated to the Debtors and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtors or
their estates are adversely affected by such engagement.
bb. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of lenders to a company in a confidential matter. The members of such
group included an affiliate of BofA, one of the PII. This engagement was wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by this
engagement.
cc. PJT was previously engaged to provide financial advisory services to a group of
creditors to a company in a confidential matter. The members of such group
included BofA, BNP Paribas, an affiliate of GE Health Care and an affiliate of
Mizuho Bank, Ltd. New York, each of which is a PII. This engagement was wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by such
engagement.
dd. PJT has been engaged to provide financial advisory services to an ad hoc group of
noteholders and the indenture trustee in connection with the chapter 11 case of
SVB Financial Group. The members of such group include an affiliate of BofA,
Barclays, an affiliate of Deutsche Bank AG, an affiliate of Mass Mutual Bond I
Account and an affiliate of Royal Bank of Canada New York Branch, each of
which is a PII. This engagement is wholly unrelated to the Debtors and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtors or
their estates are adversely affected by such engagement.
ee. PJT maintains a banking relationship with BofA, one of the PII. This connection is
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such connection.
ff. An affiliate of PJT was previously engaged to provide financial advisory services
a group of lenders of a company in two separate confidential matters. The
members of such group included, in one or more of such engagements, an affiliate
5
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 72 of 82
of JPMorgan and an affiliate of Mass Mutual Bond I Account, each of which is a
PII. These engagements were wholly unrelated to the Debtors and these Chapter
11 Cases, and PJT does not believe that the interests of the Debtors or their estates
are adversely affected by such engagements.
gg. PJT maintains a banking and brokerage relationship with Barclays, one of the PII.
This connection is wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estates are adversely
affected by such connection.
hh. PJT was previously engaged to provide financial advisory services to an ad hoc
committee of creditors to a company in a confidential matter. The members of such
ad hoc committee included Benefit Street, an affiliate of First Eagle Alternative
Credit LLC and Barden Hill Investment Partners LP, each of which is a PII. This
engagement was wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estates are adversely
affected by this engagement.
ii. PJT was previously engaged to provide financial advisory services to a group of
lenders to a company in a confidential matter. The members of such group included
Benefit Street, an affiliate of BlackRock, an affiliate of GSO, Barden Hill
Investment Partners LP, an affiliate of JPMorgan, an affiliate of Mass Mutual Bond
I Account, an affiliate of Morgan Stanley Bank National Association (“Morgan
Stanley”) and an affiliate of Nuveen Asset Management, LLC (“Nuveen”), each of
which is a PII. This engagement was wholly unrelated to the Debtor and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtor or its
estate are adversely affected by such engagement.
jj. PJT was previously engaged to provide financial advisory services to a company in
a confidential matter. BlackRock, one of the PII, was an equity holder of such
company. This engagement was wholly unrelated to the Debtors and these Chapter
11 Cases, and PJT does not believe that the interests of the Debtors or their estates
are adversely affected by such engagement.
kk. PJT was previously engaged to provide financial advisory services to a company in
two separate confidential matters. An affiliate of BlackRock, one of the PII, was
an equity holder of such company. These engagements were wholly unrelated to
the Debtors and these Chapter 11 Cases, and PJT does not believe that the interests
of the Debtors or their estate are adversely affected by such engagements.
ll. PJT was previously engaged to provide financial advisory services to a company in
a confidential matter. An affiliate of BlackRock, one of the PII, was the equity
holder of such company. This engagement was wholly unrelated to the Debtors
and these Chapter 11 Cases, and PJT does not believe that the interests of the
Debtors or their estates are adversely affected by this engagement.
6
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 73 of 82
mm. An affiliate of PJT has been engaged to provide financial advisory services to a
group of creditors of a company in a confidential matter. The members of such
group include an affiliate of BlackRock, one of the PII. This engagement is wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by such
engagement.
nn. PJT was previously engaged to provide financial advisory services to a group of
creditors of a company in a confidential matter. The members of such group
include an affiliate of BlackRock, one of the PII. This engagement was wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by such
engagement.
oo. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of lenders to a company in a confidential matter. The members of such
group included an affiliate of BlackRock and an affiliate of UBS, each of which is
a PII. This engagement was wholly unrelated to the Debtors and these Chapter 11
Cases, and PJT does not believe that the interests of the Debtors or their estates are
adversely affected by this engagement.
pp. PJT has been engaged to provide financial advisory services to an affiliate of
BlackRock, one of the PII, in a confidential matter. This engagement is wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by such
engagement.
qq. PJT has been engaged to provide financial advisory services to a group of lenders
of a company in a confidential matter. The members of such group include an
affiliate of BlackRock Financial Management Inc. and First Eagle Alternative
Credit LLC, each of which is a PII. This engagement is wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
rr. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of creditors to a company in a confidential matter. The members of
such group included an affiliate of BlackRock, one of the PII. This engagement
was wholly unrelated to the Debtor and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtor or its estate are adversely affected by such
engagement.
ss. An individual with whom PJT has an ongoing consultancy arrangement is a
member of the board of directors of an affiliate of BlackRock, one of the PII. Such
consultant is not part of the PJT team representing the Debtors in these Chapter 11
Cases. This connection is wholly unrelated to the Debtors and these Chapter 11
Cases, and PJT does not believe that the interests of the Debtors or their estates are
adversely affected by such connection.
7
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 74 of 82
tt. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of creditors of a company in a confidential matter. The members of such
group included BNP Paribas, one of the PII. This engagement was wholly unrelated
to the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by this engagement.
uu. PJT has been engaged to provide financial advisory services to an ad hoc group of
creditors to a company in a confidential matter. The members of such ad hoc
group include Nuveen, one of the PII. This engagement is wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
vv. PJT was previously engaged to provide financial advisory services to a group of
creditors of a company in a confidential matter. The members of such group
included an affiliate of Morgan Stanley, one of the PII. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
ww. PJT has been engaged to provide advisory services to Cardinal Health, one of the
PII, in a confidential matter. This engagement is wholly unrelated to the Debtors
and these Chapter 11 Cases, and PJT does not believe that the interests of the
Debtors or their estates are adversely affected by such engagement.
xx. PJT was previously engaged to provide financial advisory services to Service King
in connection with its restructuring. An affiliate of GSO, one of the PII, was an
equity holder of Service King. This engagement was wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
yy. PJT has been engaged to provide advisory services to an affiliate of Commonwealth
Edison Company – ComEd, one of the PII, in a confidential matter. This
engagement is wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estates are adversely
affected by such engagement.
zz. PJT was previously engaged to provide financial advisory services to an ad hoc
group of creditors to a company in a confidential matter. The members of such ad
hoc group included an affiliate of Fidelity and an affiliate of First Eagle Alternative
Credit LLC, each of which is a PII. This engagement was wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
aaa. PJT has been engaged to provide advisory services to an affiliate of CVS Caremark,
one of the PII, in a confidential matter. This engagement is wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
8
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 75 of 82
bbb. PJT has been engaged to provide advisory services to an affiliate of Data Modul,
Inc., one of the PII, in a confidential matter. This engagement is wholly unrelated
to the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by such
engagement.
ccc. PJT has been engaged to provide advisory services to an affiliate of Dell Marketing
LP, one of the PII, in a confidential matter. This engagement is wholly unrelated to
the Debtors and these Chapter 11 Cases, and PJT does not believe that the interests
of the Debtors or their estates are adversely affected by such engagement.
ddd. PJT was previously engaged to provide advisory services to an affiliate of Dell
Marketing LP, one of the PII, in two separate confidential matters, both of which
are closed. These engagements were wholly unrelated to the Debtors and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtors or their
estates are adversely affected by such engagements.
eee. PJT was previously engaged to provide financial advisory services to a group of
creditors of a company in a confidential matter. The members of such group
included Deutsche Bank AG, an affiliate of Fidelity and an affiliate of Goldman
Sachs, each of which is a PII. This engagement was wholly unrelated to the Debtors
and these chapter 11 cases, and PJT does not believe that the interests of the Debtors
or their estates are adversely affected by this engagement.
fff. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of creditors of a company in a confidential matter. The members of such
group included Deutsche Bank AG and an affiliate of Hypo Vereinsbank, each of
which is a PII. This engagement was wholly unrelated to the Debtors and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtors or their
estates are adversely affected by this engagement.
ggg. PJT was previously engaged to provide financial advisory services to a group of
creditors of a certain company in a confidential matter. The members of such
group included an affiliate of Deutsche Bank AG, an affiliate of GSO, an affiliate
of Morgan Stanley and Nuveen, each of which is a PII. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
this engagement.
hhh. The father of one of PJT’s employees is Deputy Chairman of the Supervisory
Board, Chairman of the Internal Control Committee, member of the Risk
Committee and of the Appointments Committee of, Deutsche Bank SpA, an
affiliate of Deutsche Bank AG, one of the PII. Such employee is not part of the
PJT team representing the Debtors in these Chapter 11 Cases. This connection is
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such connection.
9
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 76 of 82
iii. PJT has been engaged to provide financial advisory services to a group of lenders
of a company in a confidential matter. The members of such group include
Ellington CLO I LTD, Ellington CLO II LTD, Ellington CLO III LTD, Ellington
CLO IV LTD and other affiliates of Ellington Management and an affiliate of
UBS, each of which is a PII. This engagement is wholly unrelated to the Debtors
and these Chapter 11 Cases, and PJT does not believe that the interests of the
Debtors or their estates are adversely affected by this engagement.
jjj. PJT was previously engaged to provide financial advisory services to a group of
lenders to a company in a confidential matter. The members of such group included
an affiliate of Fidelity and an affiliate of GSO, each of which is a PII. This
engagement was wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estates are adversely
affected by this engagement.
kkk. PJT was previously engaged to provide financial advisory services to an affiliate of
Fidelity National Title Insurance Company, one of the PII, in a confidential matter.
This engagement was wholly unrelated to the Debtors and these Chapter 11 Cases,
and PJT does not believe that the interests of the Debtors or their estates are
adversely affected by such engagement.
lll. PJT was previously engaged to provide financial advisory services to an affiliate of
GE Health Care, one of the PII, in connection with General Electric Company’s
separation into three separate public companies. This engagement was wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by this
engagement.
mmm. PJT was previously engaged to provide financial advisory services to an affiliate of
GE Health Care, one of the PII, in a confidential matter. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
nnn. PJT was previously engaged to provide financial advisory services to an affiliate of
GE Health Care, one of the PII, in connection with the combination of the GE
Capital Aviation Services business with AerCap Holdings N.V. This engagement
was wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
this engagement.
ooo. An affiliate of PJT was previously engaged to provide financial advisory services
to a company in a confidential matter. Goldman Sachs, one of the PII, was a
significant equity holder of such company. This engagement was wholly unrelated
to the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by such engagement.
10
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 77 of 82
ppp. PJT was previously engaged to provide financial advisory services to a company in
a confidential matter. Goldman Sachs, one of the PII, is the equity holder of such
company. This engagement was wholly unrelated to the Debtors and these Chapter
11 Cases, and PJT does not believe that the interests of the Debtors or their estates
are adversely affected by this engagement.
qqq. PJT has been engaged to provide financial advisory services to an affiliate of
Goldman Sachs, one of the PII, in two separate confidential matters, one of which
is closed. These engagements are wholly unrelated to the Debtors and these Chapter
11 Cases, and PJT does not believe that the interests of the Debtors or their estates
are adversely affected by this engagements.
rrr. PJT was previously engaged to provide financial advisory services to an affiliate
of Great-West Capital Management, LLC, one of the PII, in a confidential matter.
This engagement was wholly unrelated to the Debtors and these chapter 11 cases,
and PJT does not believe that the interests of the Debtors or their estates are
adversely affected by such engagement.
sss. In addition, with respect to GSO, which is a PII:
(i) PJT and/or an affiliate of PJT have provided in the past and continues to
provide financial advisory services to GSO and/or its affiliates in several
confidential matters. In addition, PJT has in the past and continues to
provide financial advisory services to several separate companies in
connection with confidential matters where GSO or one of its affiliates is
an equity holder of such company. PJT has also provided in the past and
continues to provide financial advisory services to GSO or one of its
affiliates in connection with such entity’s investment (as equity and/or debt
holder) in certain confidential companies.
(ii) PJT has provided in the past and continues to provide financial advisory
services to groups of creditors of several separate and unrelated companies
in various confidential matters. The members of such groups have included
or currently include GSO or an affiliate. PJT was previously engaged to
provide financial advisory services to an affiliate of GSO in connection with
the sale of The Bellagio Las Vegas. An affiliate of GSO owned the equity
of The Bellagio.
(iii) PJT was previously engaged to provide financial advisory services to an
affiliate of GSO in connection with the sale of The Cosmopolitan of Las
Vegas. An affiliate of GSO owned the equity of The Cosmopolitan.
(iv) PJT was previously engaged to provide financial advisory services to
Frontera Holdings LLC in connection with its chapter 11 case. An affiliate
of GSO owned the equity of Frontera.
11
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 78 of 82
Each of the forgoing engagements is wholly unrelated to the Debtors and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtors or their
estates are adversely affected by any of such engagements.
ttt. PJT was previously engaged to provide financial advisory services to an affiliate
of each of Barden Hill Investment Partners LP and Halcyon Asset Management
LLC, each of which is a PII, in a confidential matter. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
uuu. PJT has been engaged to provide advisory services to an affiliate of JPMorgan, one
of the PII, in a confidential matter. This engagement is wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
vvv. PJT was previously engaged to provide financial advisory services to JPMorgan,
one of the PII, in connection with the chapter 11 case of The Boy Scouts of
America. This engagement was wholly unrelated to the Debtors and these Chapter
11 Cases, and PJT does not believe that the interests of the Debtors or their estates
are adversely affected by such engagement.
www. PJT has been engaged to provide financial advisory services to an affiliate of
JPMorgan, one of the PII, in a confidential matter. This engagement is wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe
that the interests of the Debtors or their estates are adversely affected by such
engagement.
xxx. PJT was previously engaged to provide financial advisory services to an affiliate of
Kaiser Permanente, one of the PII, in two separate confidential matters. These
engagements were wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estate are adversely
affected by such engagements.
yyy. An affiliate of PJT has been engaged to provide financial advisory services to a
group of lenders to a company in three separate confidential matters, two of which
are closed. The members of such group include an affiliate of Mass Mutual Bond
I Account, one of the PII. These engagements are wholly unrelated to the Debtors
and these Chapter 11 Cases, and PJT does not believe that the interests of the
Debtors or their estates are adversely affected by such engagements.
zzz. PJT was previously engaged to provide financial advisory services to a group of
lenders to a company in a confidential matter. The members of such group included
an affiliate of Mass Mutual Bond I Account, one of the PII. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
12
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 79 of 82
aaaa. An affiliate of PJT was previously engaged to provide financial advisory services
to a group of lenders to a company in a confidential matter. The members of such
group included an affiliate of Mass Mutual Bond I Account, one of the PII. This
engagement was wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estates are adversely
affected by such engagement.
bbbb. An affiliate of PJT has been engaged to provide financial advisory services to a
group of lenders of a company in a confidential matter. The members of such group
include an affiliate of Mass Mutual Bond I Account and an affiliate of Natixis, each
of which is a PII. This engagement is wholly unrelated to the Debtors and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtors or their
estates are adversely affected by such engagement.
cccc. PJT has been engaged to provide financial advisory services to certain affiliates of
Mass Mutual Bond I Account, one of the PII, in four separate confidential matters,
three of which are closed. These engagements are wholly unrelated to the Debtors
and these Chapter 11 Cases, and PJT does not believe that the interests of the
Debtors or their estates are adversely affected by such engagements.
dddd. PJT has been engaged to provide advisory services to an affiliate of McKesson, one
of the PII, in a confidential matter. This engagement is wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
eeee. An individual with whom PJT has an ongoing consultancy arrangement is a senior
advisor at McKinsey & Company Inc., one of the PII. Such consultant is not part
of the PJT team representing the Debtors in these Chapter 11 Cases. This
connection is wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT
does not believe that the interests of the Debtors or their estates are adversely
affected by such connection.
ffff. The father of a PJT employee is EVP and Treasurer at MetLife, Inc., on of the
PII. Such employee is not part of the PJT team representing the Debtors in these
Chapter 11 Cases. This connection is wholly unrelated to the Debtors and these
Chapter 11 Cases, and PJT does not believe that the interests of the Debtors or their
estates are adversely affected by such connection.
gggg. PJT has been engaged to provide financial advisory services to an affiliate of
Morgan Stanley, one of the PII, in two separate confidential matters. These
engagements are wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estate are adversely
affected by such engagements.
hhhh. PJT has been engaged to provide financial advisory services to affiliates of Morgan
Stanley, one of the PII, in a confidential matter. This engagement is wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
13
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 80 of 82
the interests of the Debtors or their estates are adversely affected by such
engagement.
iiii. The father of one of PJT’s employees is Chairman of the Supervisory Body of an
affiliate of Morgan Stanley, one of the PII. Such employee is not part of the PJT
team representing the Debtors in these Chapter 11 Cases. This connection is wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by such
connection.
jjjj. PJT maintains a banking relationship with Morgan Stanley, one of the PII. This
connection is wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT
does not believe that the interests of the Debtors or their estates are adversely
affected by such connection.
kkkk. An affiliate of PJT has been engaged to provide financial advisory services to a
group of lenders of a company in a confidential matter. The members of such group
include an affiliate of Natixis, one of the PII. This engagement is wholly unrelated
to the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by such engagements
llll. PJT was previously engaged to provide financial advisory services to a company in
a confidential matter. Nuveen, one of the PII, was an equity holder of such
company. This engagement was wholly unrelated to the Debtors and these Chapter
11 Cases, and PJT does not believe that the interests of the Debtors or their estates
are adversely affected by this engagement.
mmmm. PJT was previously engaged to provide financial advisory services to the
creditors of a company in a confidential matter. The members of such group
included an affiliate of Mass Mutual Bond I Account, and an affiliate of Royal
Bank of Canada New York Branch, each of which is a PII. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
this engagement.
nnnn. An affiliate of PJT was previously engaged to provide financial advisory services
to two separate affiliates of Providence Equity Partners LLC (“PEP”), one of the
PII, in two separate confidential matters. These engagements were wholly unrelated
to the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by such engagements.
oooo. An affiliate of PJT was previously engaged to provide financial advisory services
to PEP, one of the PII, in a confidential matter. This engagement was wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by such
engagement.
14
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 81 of 82
pppp. PJT has been engaged to provide financial advisory services to PEP, one of the PII,
in three separate confidential matters, one of which is closed. These engagements
are wholly unrelated to the Debtors and these chapter 11 cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagements.
qqqq. PJT has been engaged to provide advisory services to an affiliate of Quality
Medical, one of the PII, in a confidential matter. This engagement is wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe that
the interests of the Debtors or their estates are adversely affected by such
engagement.
rrrr. PJT has been engaged to provide advisory services to Salesforce, Inc., one of the
PII, in a confidential matter. This engagement is wholly unrelated to the Debtors
and these Chapter 11 Cases, and PJT does not believe that the interests of the
Debtors or their estates are adversely affected by such engagement.
ssss. PJT was previously engaged to provide financial; advisory services to Salesforce,
Inc., one of the PII, in a confidential matter. This engagement was wholly
unrelated to the Debtors and these Chapter 11 Cases, and PJT does not believe
that the interests of the Debtors or their estates are adversely affected by such
engagement.
tttt. PJT has been engaged to provide financial advisory services to Southern California
Edison Company, one of the PII, in a confidential matter. This engagement is
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
uuuu. PJT has been engaged to provide advisory services to an affiliate of Southern
California Edison Company, one of the PII, in a confidential matter. This
engagement is wholly unrelated to the Debtors and these Chapter 11 Cases, and
PJT does not believe that the interests of the Debtors or their estates are adversely
affected by such engagement.
vvvv. PJT was previously engaged to provide financial advisory services to T-Mobile,
one of the PII, in connection with T-Mobile’s purchase of assets from
Shenandoah Telecommunications Company (Shentel). This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
wwww. PJT was previously engaged to provide financial advisory services to an
affiliate of UBS, one of the PII, in a confidential matter. This engagement was
wholly unrelated to the Debtors and these Chapter 11 Cases, and PJT does not
believe that the interests of the Debtors or their estates are adversely affected by
such engagement.
15
Case 24-11217-BLS Doc 240-2 Filed 07/09/24 Page 82 of 82
xxxx. PJT has been engaged to provide financial advisory services to an affiliate of UBS,
one of the PII, in a confidential matter. This engagement is wholly unrelated to the
Debtors and these Chapter 11 Cases, and PJT does not believe that the interests of
the Debtors or their estates are adversely affected by such engagement.
yyyy. PJT was previously engaged to provide advisory services to an affiliate of Workday
Inc., one of the PII, in a confidential matter. This engagement was wholly unrelated
to the Debtors and these Chapter 11 Cases, and PJT does not believe that the
interests of the Debtors or their estates are adversely affected by such engagement.
16
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