Proposed Order
- Date
- 2024-07-09
Summary
Doc 238-2, filed July 9, 2024 in the jointly administered Chapter 11 cases of Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware. Exhibit A is a proposed order authorizing the debtors to retain BDO USA, P.C. as tax accountant effective as of June 9, 2024, under sections 327(a), 328(a) and 330 of the Bankruptcy Code. The proposed order lets BDO keep time records in one-half (0.5) hour increments instead of one-tenth hour increments, limits indemnification of BDO Group members to court-approved claims, and requires notice to the U.S. Trustee before rate increases. Exhibit B is the Services Agreement, a June 10, 2022 letter with BDO's Terms and Conditions of the Master Services Agreement. The 49-page filing closes with BDO's schedules of relationships with parties-in-interest.
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Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 1 of 49
EXHIBIT A
Proposed Order
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 2 of 49
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 AUTHORIZING THE RETENTION AND
EMPLOYMENT OF BDO USA P.C. AS TAX ACCOUNTANT FOR THE
DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF THE
PETITION DATE, AND MODIFYING CERTAIN TIMEKEEPING REQUIREMENTS
Upon the application (the “Application”)2 of the Debtors for entry of an order (this
“Order”) pursuant to sections 327(a), 328(a) and 330 of the Bankruptcy Code, Bankruptcy Rules
2014(a) and 2016, and Local Rules 2014-1 and 2016-1, authorizing the Debtors to employ and
retain BDO USA, P.C. (“BDO”) as tax accountant, on the terms set forth in the Services Agreement
annexed to the Application; and upon the Wilkes Declaration annexed to the Application; all as
more fully set forth in the Application; and the United States District Court for the District of
Delaware having jurisdiction to consider this Application under 28 U.S.C. § 1334, which was
referred to this 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 that
this Court may enter a final order consistent with Article III of the United States Constitution; and
1 The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495. A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may be
obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire. The
location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in these
chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.
2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in
the Application.
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 3 of 49
this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this
Court having found that venue of this proceeding and the Application in this district is proper
pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief requested in
the Application is in the best interests of the Debtors, their creditors, and other parties in interest;
and this Court having found that the Debtors notice of the Application and opportunity for a
hearing on the Application were appropriate and that no other notice need be provided; and this
Court having reviewed the Application; and this Court having determined that the legal and factual
bases set forth in the Application establish just cause for the relief granted herein; and upon all of
the proceedings had before this Court; and after due deliberation and sufficient cause appearing
therefor, it is HEREBY ORDERED THAT:
1. The Application is APPROVED as set forth herein.
2. The Debtors are hereby authorized to retain BDO as tax accountant to the Debtors,
effective as of June 9, 2024, on the terms set forth in the Services Agreement, as modified by this
Order; provided that, notwithstanding anything in the Services Agreement to the contrary, BDO
shall only seek reimbursement of reasonable expenses that BDO actually incurs.
3. BDO shall file fee applications and be compensated in accordance with sections
330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, the Local Rules, this Order
and any other applicable orders of this Court; provided, however, that the requirements of the
Bankruptcy Code, the Bankruptcy Rules, and Local Rules are hereby modified such that BDO
shall not be required to keep contemporaneous time records of the services performed in one-tenth
(0.1) hour increments and by project category, but instead BDO shall provide, as an exhibit to each
fee application that BDO files in these Chapter 11 Cases: (a) a narrative describing in summary
2
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detail the services rendered; and (b) time records maintained contemporaneously in one-half (0.5)
hour increments.
4. The indemnification provisions included in the Services Agreement and approved,
subject to the following:
a. No individual entity (“Indemnified Agent”) in the BDO Group (as that term is
defined in the Services Agreement) shall be entitled to indemnification,
contribution, or reimbursement pursuant to the Services Agreement for services,
unless such services and the indemnification, contribution, or reimbursement are
approved by the Court.
b. The Debtors shall have no obligation to indemnify any Indemnified Agent, or
provide contribution or reimbursement to any Indemnified Agent, for any claim or
expense to the extent it is either: (i) judicially determined (the determination having
become final and no longer subject to appeal) to have arisen from any Indemnified
Agent’s gross negligence, willful misconduct or bad faith; (ii) for a contractual
dispute in which the Debtors allege breach of BDO’s contractual obligations, unless
this Court determines that indemnification, contribution, or reimbursement would
be permissible pursuant to applicable law; or (iii) 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)
hereof to be a claim or expense for which the Indemnified Agent should not receive
indemnity, contribution, or reimbursement under the terms of the Services
Agreement, as modified by this Order.
3
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c. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in the
Chapter 11 Cases (that order having become a final order no longer subject to
appeal) and (ii) the entry of an order closing the Chapter 11 Cases, an Indemnified
Agent 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 Services Agreement (as modified by this Order), including
without limitation, the advancement of defense costs, the Indemnified Agent must
file an application therefore in this Court, and the Debtors may not pay any such
amounts to the Indemnified Agent before the entry of an order by this Court
approving the payment. This subparagraph (c) is intended only to specify the period
of time under which this Court shall have jurisdiction over any request for fees and
expenses by any Indemnified Agent for indemnification, contribution, and/or
reimbursement, and not a provision limiting the duration of the Debtors’ obligation
to indemnify, or make contributions or reimbursements to, the Indemnified Agents.
All parties in interest shall retain the right to object to any demand by any
Indemnified Agent for indemnification, contribution, and/or reimbursement.
5. The limitation of liability set forth in paragraph 3 of the Terms and Conditions
Letter shall not be applicable with respect to any claim the Debtors have against BDO with respect
to Services performed and provided pursuant to this Order for the Debtors from the Petition Date
through the effective date of the Debtors’ chapter 11 plan.
6. Any request for compensation under the terms of the Services Agreement shall be
subject to the standard of review set forth in section 330 of the Bankruptcy Code by all interested
parties.
4
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7. Prior to any increases in BDO’s rates, BDO shall provide notice of such increase to
the Debtors and the U.S. Trustee. A supplemental affidavit shall explain the basis for the requested
rate increases in accordance with section 330(a)(3)(F) of the Bankruptcy Code and state whether
the Debtors have consented to the rate increase. The U.S. Trustee retains all rights to object to any
rate increase on all grounds including, but not limited to, the reasonableness standard provided for
in section 330 of the Bankruptcy Code, and all rates and rate increases are subject to review by the
Court.
8. To the extent informed by the Debtors, BDO shall use its best efforts to avoid any
duplication of services provided by any of the Debtors’ other retained professionals in the Chapter
11 Cases.
9. Notwithstanding any contained in the Application, the Services Agreement, or any
documents ancillary thereto, absent a change in controlling law, BDO shall not be compensated or
reimbursed for, or in connection with, the defense of its fee applications.
10. Notwithstanding any provision in the Services Agreement, including paragraph 20,
BDO shall have whatever obligations applicable law would impose upon it.
11. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order
shall be immediately effective and enforceable upon its entry.
12. To the extent there is inconsistency between the terms of the Services Agreement,
the Application, and this Order, the terms of this Order shall govern.
13. Notice of the Application satisfies the requirements of Bankruptcy Rule 6004(a).
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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. Notwithstanding anything in
the Services Agreement to the contrary, this Court shall retain exclusive jurisdiction.
6
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EXHIBIT B
Services Agreement
DocuSign Envelope ID: B5C4C374-A21A-4378-AFB4-89910DB26660
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Tel: 312-856-9100 330 N. Wabash, Suite 3200
Fax: 312-856-1379 Chicago, IL 60611
www.bdo.com
June 10, 2022
Michael Caruso, CFO
Vyaire Holding Company and Subsidiaries
26125 N. Riverwoods Blvd
Mettawa, IL 60045
Re: Agreement for Professional Services
Dear Mr. Caruso:
Thank you for selecting BDO USA, LLP. We appreciate the opportunity to provide exceptional
professional services to Vyaire Holding Company and Subsidiaries (“Client” or “you”). Your
services will be provided by BDO USA, LLP and any of our wholly owned subsidiaries or affiliates
(collectively “BDO” or “we”) who execute a Statement of Work agreeing to be bound to the
Terms and Conditions (as defined below).
The attached Terms and Conditions of the Master Services Agreement (“Terms and
Conditions”) sets forth the standard terms and conditions that will govern our provision of
professional services to you. For each new engagement or additional service that BDO
performs for you, BDO and Client shall agree upon a description of such services and
engagement-specific terms in a Statement of Work (each a “SOW”). This letter, along with
the Terms and Conditions shall constitute the agreement for professional services
(“Agreement”) between BDO and Client. This Agreement shall be effective for a period of
three (3) years beginning on the date of this letter (the “Effective Date”). Work not set forth
in a specific SOW form will (i) be governed by this Agreement, (ii) be billed at our standard
rates, or rates otherwise agreed to, and (iii) include charges for related expenses.
Please acknowledge your acceptance of the foregoing by signing and returning a copy of this
Agreement to Keith Mannor.
If you have any questions, please contact Keith Mannor. We look forward to working with you.
Very truly yours,
BDO USA, LLP
By:
Name: Keith Mannor
Title: Partner
The Data Privacy Policy for BDO USA, LLP and its subsidiaries is located at
https://www.bdo.com/legal-privacy/client-data-privacy-policy. If you have questions about
this Privacy Policy, please contact us at privacy@bdo.com.
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BDO USA, LLP
Terms & Conditions of the Master Services Agreement
1. General. This Agreement will apply to and expenses incurred through the effective
all services BDO performs at Client’s request date of termination. To the extent Client
and pursuant to the Client’s directions (the terminates any SOW that includes any
“Services”) even if such Services are not licensing arrangements under which Client
expressly covered by a SOW. To the extent receives from BDO a license to use, or obtain
there is any conflict or inconsistency between access to, External Computing Options (as
the Agreement and any SOW and, unless the defined below), Client agrees that it will be
parties specifically state in writing that they responsible for all fees and expenses
intend to modify a term of this Agreement, associated with such licenses for External
the terms of this Agreement shall prevail. Computing Options through and including the
date that is thirty days after date the Client
2. Termination. Each party shall have provides such termination notice to BDO.
the right to terminate this Agreement and/or
any SOW, as applicable, at any time by giving 3. Indemnification and Limitation of
written notice to the other party not less than Liability. As the Services are intended for
30 business days before the proposed Client and not third parties, Client agrees to
effective date of termination. If this release, indemnify and hold harmless BDO and
Agreement terminates or is terminated while its partners, principals, employees, affiliates,
one or more SOWs (or Services not covered by contractors and agents (collectively “BDO
a SOW) remain outstanding, the terms of this Group”) from and against all claims,
Agreement shall continue to apply to the SOW liabilities, damages or expenses (including
and any other outstanding Services, and this attorneys’ fees) of any kind relating to the
Agreement shall be deemed finally Services or this Agreement, whether arising in
terminated only upon termination of all contract, statute, tort (including without
outstanding SOWs, or completion of the limitation, negligence) or otherwise
Services thereunder. Termination of one or (collectively, the “Claims”) that are brought
more SOWs will not automatically terminate by a third party. Client further agrees to
this Agreement. In addition, BDO may release, indemnify and hold harmless BDO
terminate this Agreement and/or any SOW Group from all Claims relating to the Services
and outstanding Services immediately if BDO or this Agreement attributable to any
reasonably determines that it must do so to misrepresentations made by Client. Except to
comply with applicable professional the extent finally determined to have resulted
standards, applicable laws or regulations from BDO Group’s fraud or intentional
(e.g., a conflict of interest arises). Those misconduct, BDO Group’s aggregate liability
provisions in this Agreement and any SOW to Client for all direct or third-party Claims
hereunder that, by their very nature, are shall not exceed the amount of fees paid by
intended to survive termination shall survive Client to BDO during the 12 months preceding
after the termination of this Agreement or any the date of the Claim pursuant to the
SOW, including, but not limited to, the applicable SOW or such other work performed
parties’ obligations related to any of the outside a SOW, under which the Claim arose.
following provisions: indemnification, In no event shall BDO Group be liable for
limitations on liability, confidentiality, consequential, special, indirect, incidental,
dispute resolution, payment and punitive, or exemplary losses or damages, loss
reimbursement obligations, limitations on use of profits or losses resulting from loss of data,
or reliance, and non-solicitation. business or goodwill relating to the
Agreement, regardless of whether BDO has
If this Agreement and/or any SOW is been advised of the possibility of such
terminated (or any other Services not covered damages. Client shall bring any Claims
by a SOW are terminated), Client agrees to related to the Services or otherwise related to
compensate BDO for the Services performed this Agreement no later than one year after (i)
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the completion of the Services set forth in evaluate the adequacy and results of such
SOW under which the Claims arose or (ii) if the Services; and (c) accept responsibility for the
applicable SOW or this Agreement was results of such Services.
terminated prior to completion of the
Services, the date the applicable SOW or this
Agreement was terminated. In no event shall Because professional and certain regulatory
the preceding sentence extend any otherwise standards require us to be independent, in
legally applicable period of limitations on both fact and appearance, with respect to the
such Claims. Client in the performance of our Services, any
discussions that you have with personnel of
4. Third-Parties and Use. All Services BDO regarding employment could pose a
and deliverables hereunder shall be solely for threat to our independence. Therefore, BDO
Client’s use and benefit pursuant to our client requests that you inform us prior to any such
relationship. This engagement does not discussions so that we can implement
create privity between BDO and any person or appropriate safeguards to maintain our
party other than Client and is not intended for independence.
the express or implied benefit of any third
party. No third party is entitled to rely, in any 7. Client Materials. BDO shall be entitled
manner or for any purpose, on the Services or to rely on and assume, without independent
deliverables of BDO hereunder. verification, that all representations,
assumptions, information and data supplied
5. BDO Responsibilities. BDO’s Services by or on behalf of Client, its personnel,
will not constitute an audit, review, representatives, and agents (the “Client
compilation, examination or other form of Materials”) are complete and accurate. Client
attest engagement. BDO shall have no is responsible for ensuring that all Client
responsibility to address any legal matters or Materials provided to BDO may be transferred
questions of law. After completion of the to BDO and processed in accordance with the
Services, BDO will have no responsibility to terms of this Agreement and applicable laws,
update its advice, recommendations or work and that to the extent required thereunder
product for changes or modifications to the Client has obtained all consents required for
law and regulations or for subsequent events BDO’s receipt and use of the Client Materials.
or transactions, unless Client separately Client agrees that it will not transmit or make
engages BDO in writing to do so. accessible to BDO in any manner personally
identifiable information unless reasonably
6. Client Responsibilities. For BDO to required for BDO’s performance of the
remain independent, professional standards Services. BDO will not audit or otherwise
require BDO to maintain certain respective verify the accuracy or completeness of the
roles and relationships with Client regarding data you submit, although we may need to ask
the Services. Client understands and agrees you for clarification of some of the
that BDO will not perform management information. Client shall be responsible for
functions or make management decisions on maintenance and retention of its records.
behalf of Client. However, BDO will provide Unless otherwise agreed to by the parties,
advice and recommendations to assist BDO shall not assume any responsibility for
management of Client in performing its any financial reporting with respect to the
functions and fulfilling its responsibilities. In Services.
connection with BDO’s provision of Services,
Client agrees that Client shall perform the 8. Ownership of Working Papers. In
following functions: (a) make all management connection with the performance of the
decisions and perform all management Services, we will prepare records and
functions with respect to the Services deliverables as set forth in the SOW. We also
performed by BDO; (b) assign an individual will prepare documents that support our work
who possesses suitable skill, knowledge and and include items such as work programs and
experience to oversee such Services and to analyses that do not constitute part of Client’s
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records (“Working Papers”). The Working revoked in writing, the duration of this
Papers prepared pursuant to this Agreement consent is the same as the term of this
are the property of BDO. The Working Papers Agreement. BDO will not condition its
constitute confidential, proprietary, and services on your consent except where BDO
trade secret information, and will be retained seeks to disclose Client’s tax return
by BDO in accordance with our policies and information to a Third-Party Service Provider
procedures and all applicable laws. for purposes of performing services related to
preparation of Client’s tax return.
9. Consent for Disclosure. If BDO is
engaged in the preparation of tax returns, 10. Fees and Expenses. The fees and
Internal Revenue Code Sections 6713 and 7216 expenses under this Agreement shall be set
require BDO to obtain your consent before forth in the applicable SOW. If no SOW is in
using or disclosing information that you place, fees will be at our standard rates, or
furnish to us in connection with the rates otherwise agreed to, and related
preparation of your return(s). expenses will be charged to Client. BDO may
charge additional fees if Client requests that
You hereby consent to BDO’s use of Client’s BDO perform services in addition to the
information for the purpose of providing you Services described in any SOW. The amount
with materials and information, including of our fees is based upon the expectation that
newsletters or other business-related items of certain information and assistance will be
interest, news about BDO, and invitations to received by BDO in a timely manner from
BDO-sponsored events. Client as set forth in this Agreement. If BDO
believes an additional fee is required as the
You also consent to BDO’s disclosure of result of the failure of Client to meet any of
Client’s information to entities owned in these requests for information or for any other
whole or in part by BDO (“Affiliates”), reason, BDO will inform you in a timely
members of the BDO Alliance USA (a manner.
nationwide association of independently-
owned local and regional accounting, Unless otherwise agreed to in a SOW, our
consulting and service firms, (“Alliance standard practice is to render our invoices on
Firms”), independent member firms of the a monthly basis. Payment of our invoices is
international BDO network (“Member Firms”), due upon receipt. Invoices that are unpaid 30
and independent contractors, including but days past the invoice date are deemed
not limited to parties who render auxiliary delinquent and we reserve the right to charge
services (“Contractors” and, together with interest on the past due amount at the lesser
Affiliates, Alliance Firms and Member Firms, of 1.0% per month or the maximum amount
collectively, “Third-Party Service Providers”) permitted by law. If an account has fees that
for the purpose of assisting BDO in preparing are not paid in a timely manner, we then
Client’s tax returns and/or rendering other reserve the right to suspend our Services,
services requested by Client. You consent to terminate the licensing arrangements under
disclosure of Client’s information to Third- which you receive a license to use, or suspend
Party Service Providers outside the United your access to, External Computing Options
States and consent to the participation of provided through BDO, withhold delivery of
Third-Party Service Providers in making any deliverables, or withdraw from this
substantive determinations affecting the tax engagement entirely. If any collection action
liability reported by Client. This consent is required, you agree to reimburse us for all
applies to all information required to be our costs of collection, including without
included in tax returns prepared pursuant to limitation, attorneys’ fees.
this Agreement and all tax return information
relevant to the services provided pursuant to 11. Assignment and Sole Recourse. In
this Agreement unless you request a more performing the Services hereunder, BDO may
limited disclosure in writing sent to assign its rights to perform a portion of the
taxdisclosure@bdo.com. Unless limited or Services to, and may engage, the service of
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Third-Party Service Providers. If a Third-Party whole or in part on any other common-law,
Service Provider is utilized or assignment is statutory, regulatory, legal or equitable
made, Client agrees that, unless Client theory, and disputes regarding all fees,
contracts directly with the Third-Party Service including attorneys’ fees of any type, and/or
Provider, substantially all of the applicable costs charged under this Agreement
terms and conditions set forth in the (“Arbitration Claims”) (except to the extent
Agreement, shall apply to the Third-Party provided below) shall be submitted to
Service Provider. BDO agrees that it shall not binding arbitration administered by the
permit the Third-Party Service Provider to American Arbitration Association (“AAA”),
perform any work relating to the Services until in accordance with its Commercial
the Third-Party Service Provider agrees to be Arbitration Rules. Arbitration Claims shall
bound by the applicable terms and conditions be brought in a party’s individual capacity,
of the Agreement. BDO further agrees that it and not as a plaintiff or class member in any
will remain primarily responsible for the purported class or representative
Services, unless Client and BDO agree proceeding. Arbitration Claims shall be
otherwise, and BDO will ensure that the work heard by a panel of three (3) arbitrators, to
of the Third-Party Service Provider is be chosen as follows: within fifteen (15)
performed in accordance with this days after the commencement of
Agreement. Although applicable privacy laws arbitration, each party shall select one
may vary depending on the jurisdiction and person to act as arbitrator; thereafter, the
may provide less or different protection than two individually selected arbitrators shall
those of Client’s home country, BDO requires select a third arbitrator within ten (10) days
Third-Party Service Providers to agree to of their appointment. If the arbitrators
maintain the confidentiality of Client’s selected by the parties are unable or fail to
information and observe BDO’s policies agree upon the third arbitrator, the third
concerning any confidential client information arbitrator shall be selected by the AAA. The
that BDO provides to Third-Party Service arbitration panel shall have the power to
Providers. To the extent you have any Claims rule upon its own jurisdiction and authority,
against a Member Firm that is a Third Party including any objection to the initial or
Service Provider in any way arising from, in continuing existence, validity, effectiveness
respect of or in connection with the Services or scope of this arbitration agreement. The
or this Agreement, you agree that you shall arbitration panel may not consolidate more
bring such Claim(s) against BDO instead of than one person’s claims and may not
such Member Firm, except to the extent otherwise preside over any form of a
finally judicially determined to have resulted representative or class proceeding. The
from the fraud or intentional misconduct of arbitration panel shall have no authority to
such Member Firm. A Member Firm may award non-monetary or equitable relief, but
enforce any limitations or exclusions of nothing herein shall be construed as a
liability available to BDO under this prohibition against a party from pursuing
Agreement. non-monetary or equitable relief in a
federal or state court. The place of
Without our prior written consent, Client may arbitration shall be the city in which the
not assign this Agreement except to a party BDO office providing the majority of the
that acquires substantially all of your assets Services involved is located, unless the
and operations. parties agree in writing to a different
location. Regardless of where the
12. Dispute Resolution. Any dispute or arbitration proceeding actually takes place,
claim between you and BDO arising out of or all aspects of the arbitration and the
relating to the Agreement or a breach of the Agreement shall be governed by the
Agreement, including, without limitation, provisions of the laws of the State of New
claims for breach of contract, professional York (except if there is no applicable state
negligence, breach of fiduciary duty, law providing for such arbitration, then the
misrepresentation, fraud or claims based in Federal Arbitration Act shall apply) and the
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procedural and substantive law of such state as professionals in legal proceedings that
shall be applied without reference to require disclosures, arbitrators in post-
conflict of law rules. The parties shall bear acquisition disputes or act as expert
their own legal fees and costs for all witnesses.
Arbitration Claims. The award of the
arbitrators shall be accompanied by a 14. Power and Authority. Each of the
reasoned opinion, and judgment on the parties hereto has all requisite power and
award rendered by the arbitration panel authority to execute and deliver this
may be entered in any court having Agreement and to carry out and perform its
jurisdiction thereof. Except as may be respective obligations hereunder. This
required by law or to enforce an award, Agreement constitutes the legal, valid and
neither a party nor an arbitrator may binding obligations of each party, enforceable
disclose the existence, content, or results of against such party in accordance with its
any arbitration hereunder without the prior terms.
written consent of the parties to the
Agreement. 15. Subpoenas. If Client requests BDO to
The parties to the Agreement acknowledge object to or respond to, or BDO receives and
that by agreeing to this arbitration responds to, a validly issued third party
provision, they are giving up the right to subpoena, court order, government
litigate claims against each other, and regulatory inquiry, or other similar request
important rights that would be available in for, or legal process for the production of,
litigation, including the right to trial by documents and/or testimony relative to
judge or jury, to extensive discovery and to information we obtained and/or prepared
appeal an adverse decision. The parties during the course of this or any prior
acknowledge that they have read and engagements with Client, you agree to
understand this arbitration provision, and compensate us for all time BDO expends in
that they voluntarily agree to binding connection with such response, at our
arbitration. standard rates, and to reimburse BDO for all
related out-of-pocket costs (including outside
13. Conflicts of Interest. BDO is not attorneys’ fees) that we incur.
aware of any conflicts of interest with respect
to any of the names Client has provided. BDO 16. Email Communications. BDO
is not responsible for continuously monitoring disclaims and waives, and the Client releases
other potential conflicts that could arise BDO from all liability for the interception or
during the course of the engagement, unintentional disclosure of e-mail
although we will inform Client promptly transmissions or for the unauthorized use or
should any come to our attention. We reserve failed delivery of e-mails transmitted or
the right to resign from this engagement at received by BDO in connection with the
any time if conflicts of interest arise or performance of the Services.
become known to us. Additionally, our
engagement by Client will in no way preclude 17. External Computing Options. If, at
us from being engaged by any other party in the Client’s request, any member of the BDO
the future. Notwithstanding anything Group agrees to use certain external
contained in confidentiality provisions set commercial services, including but not limited
forth herein, BDO shall be permitted to to services for cloud storage, remote access,
disclose that it is engaged to provide the third party software and/or file sharing
Services to Client under this Agreement if BDO options (collectively “External Computing
in its reasonable professional judgment Options”), that are outside of BDO’s standard
determines that such disclosure is required in security protocol, the Client acknowledges
connection with BDO’s provision of services on that such External Computing Options may be
behalf of other clients of BDO, including, associated with heightened security and
without limitation, professional services privacy risks. Accordingly, BDO Group
engagements under which BDO personnel act disclaims, and the Client agrees to release
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BDO Group from, and indemnify BDO Group Confidential Information only to its
for, all liability arising out of or related to the employees, partners, contractors, agents or
use of such External Computing Options. its legal or other advisors, provided that they
have: (i) each been informed of the
18. Electronic Transmissions. This confidential, proprietary and secret nature of
Agreement may be transmitted in electronic the Confidential Information, or are subject to
format and shall not be denied legal effect a binding, preexisting obligation of
solely because it was formed or transmitted, confidentiality no less stringent than the
in whole or in part, by electronic record; requirements of this Agreement and (ii) a
however, this Agreement must then remain demonstrable need to review such
capable of being retained and accurately Confidential Information. “Confidential
reproduced, from time to time, by electronic Information" means all non-public information
record by the parties to this Agreement and that is marked as “confidential” or
all other persons or entities required by law. “proprietary” or has commercial value in the
An electronically transmitted signature to this party’s business and is obtained by one party
Agreement will be deemed an acceptable (the “Receiving Party”) from the other party
original for purposes of consummating this (the “Disclosing Party”). All terms of this
Agreement and binding the party providing Agreement are considered Confidential
such electronic signature. Information. Notwithstanding the foregoing,
Confidential Information shall not include any
19. Severability. If any portion of this information that was or is: (a) known to the
Agreement is held to be void, invalid, or Receiving Party prior to disclosure by the
otherwise unenforceable in whole or in part, Disclosing Party; (b) as of the time of its
for any reason whatsoever, such portion of disclosure, or thereafter becomes, part of the
this Agreement shall be amended to the public domain through a source other than the
minimum extent required to make the Receiving Party; (c) made known to the
provision enforceable and the remaining Receiving Party by a third person who is not
portions of this Agreement shall remain in full subject to any confidentiality obligation
force and effect. known to Receiving Party and such third party
does not impose any confidentiality obligation
20. Independent Contractor. BDO is on the Receiving Party with respect to such
providing the Services to Client as an information; (d) required to be disclosed
independent contractor bound by the terms pursuant to governmental authority,
hereof to perform the Services pursuant to the professional obligation, law, decree
Client’s instructions. BDO’s obligations to regulation, subpoena or court order; or (e)
Client are exclusively contractual in nature. independently developed by the Receiving
This Agreement does not create any agency, Party. If BDO is providing tax services for the
employment, partnership, joint venture, Client, in no case shall the tax treatment or
trust, or other fiduciary relationship between the tax structure of any transaction be
the parties. Neither BDO nor Client shall have treated as confidential as provided in Treas.
the right to bind the other to any third party Reg. sec. 1.6011-4(b)(3). If disclosure is
or otherwise to act in any way as a required pursuant to subsection (d) above, the
representative or agent of the other except as Receiving Party shall (other than in
otherwise agreed in writing between the connection with routine supervisory
parties. examinations by regulatory authorities with
jurisdiction and without breaching any legal
21. Confidentiality. Each of the parties or regulatory requirement), to the extent
hereto shall treat and keep all the legally permissible, provide prior written
“Confidential Information” as confidential, notice thereof to allow the Disclosing Party to
with at least the same degree of care as it seek a protective order or other appropriate
accords to its own confidential information, relief. Upon the request of the Disclosing
but in no event less than a reasonable degree Party, the Receiving Party shall return or
of care. Each party shall disclose the destroy all of the Confidential Information
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except for: (y) copies retained in work paper afforded under State and Federal statutory or
files retained to comply with a party’s common law with respect to any report,
professional or legal obligations; and (z) such computer program (source code and object
Confidential Information retained in code) or programming and/or material
accordance with the Receiving Party’s normal documentation, manual, chart, specification,
data back-up procedures. formula, database architecture, template,
system model, copyright, diagram,
22. Restricted Federal Data. The parties description, screen display, schematic,
agree that the Services are not intended to blueprint drawing, tape, license, listing,
involve the processing of Restricted Data, invention, record, development frameworks,
defined as data subject to laws, regulations or code libraries, best practices, general
government-wide policies that require knowledge, skills and experience, or other
safeguarding or dissemination controls, materials preexisting the execution of this
including the Federal Acquisition Regulations Agreement (“BDO Intellectual Property”).
(“FAR”), the Defense Federal Acquisition Unless otherwise specifically stated in this
Regulation Supplement (“DFARS”), the Agreement, the reproduction, distribution or
International Traffic in Arms Regulation transfer, by any means or methods, whether
(“ITAR”), the Export Administration direct or indirect, of any of BDO’s or its
Regulations (“EAR”), and the Arms Export agents’ Intellectual Property or proprietary
Control Act (“AECA”). For clarity, and information by the Client is strictly
without limiting the foregoing, controlled prohibited.
unclassified information (“CUI”) shall be
included in the definition of Restricted 24. Licensing Representation. To the
Data. Client shall not provide or otherwise extent necessary for BDO to perform its
make available Restricted Data to BDO unless obligations described in an applicable SOW,
expressly agreed to in advance in writing by Client represents and warrants that it will
BDO. If Client becomes aware that any known obtain, maintain and comply with all of the
or suspected Restricted Data will be or has licenses, consents, permits, approvals and
been disclosed to BDO by Client or otherwise authorizations that are necessary to allow
in connection with the Services, Client will BDO and its employees, contractors and
immediately notify BDO in writing to subcontractors to access and use the services
regulatedgovtdata@bdo.com and will cease or software provided for the benefit of Client
any further transfer of such data unless and under Client’s third-party services contracts,
until BDO expressly agrees in writing. Client licenses or other contracts granting Client the
will fully cooperate with BDO in the right to access, use or receive services or
investigation of and response to any known or software (each a “Licensing Representation”).
suspected Restricted Data that Client has Upon BDO’s request, Client will provide BDO
disclosed to BDO notwithstanding the any references available evidencing the
foregoing. Client further agrees that it will be Licensing Representation (e.g., order number,
responsible for all fees, costs and expenses customer support identifier). Tools subject to
associated with processing of Restricted Data, this Licensing Representation are hereby
including without limitation additional fees, deemed External Computing Options (as
costs and expenses related to compliance with defined in this Agreement). Client hereby
obligations with respect to such Restricted releases BDO Group from all claims and
Data. liabilities resulting from (i) BDO’s reliance on
a Licensing Representation and (ii) the
23. Intellectual Property. BDO shall functionality of any third-party software or
retain the right to reuse the ideas, concepts, services used or accessed by BDO.
know-how, and techniques derived from the
rendering of the Services so long as it does not 25. Non-CPA Notice Requirement. BDO is
require the disclosure of any of Client’s owned by professionals who hold CPA licenses.
Confidential Information (as defined above). Depending on the nature of the Services being
BDO shall be entitled to all protections provided, from time to time non-CPA
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personnel may be involved in providing modified, or waived in whole or part except
certain Services hereunder. by an instrument in writing signed by both
parties.
26. Entire Agreement. This Agreement
sets forth the entire agreement between the
parties with respect to the subject matter
herein, superseding all prior agreements,
negotiations, or understandings, whether oral
or written, with respect to the subject matter
herein. This Agreement may not be changed, [Signature Page to Follow]
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By signing below, the authorized signatory represents that he/she has power and authority and has
obtained all approvals, authorizations and consents necessary to enter into this Agreement on behalf
of the Client set forth below for whom the authorized signatory is executing this Agreement. The
authorized signatory represents that this Agreement constitutes the legal, valid and binding
obligation of the Client set forth below for whom the authorized signatory is executing this
Agreement and is enforceable against the Client in accordance with its terms and conditions.
Accepted and Agreed to by:
Vyaire Holding Company and Subsidiaries
By: ______________________________________________
Name: Michael Caruso
Title: CFO
(Please sign and return to us one copy; retain a copy for your files)
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EXHIBIT C
Wilkes Declaration
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 20 of 49
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., et al.,1 ) Case No. 24-11214 (BLS)
)
Debtors. ) (Jointly Administered)
)
DECLARATION OF KEVIN WILKES IN SUPPORT OF
DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING
THE RETENTION AND EMPLOYMENT OF BDO USA P.C. AS TAX ACCOUNTANT
FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF THE
PETITION DATE, AND MODIFYING CERTAIN TIMEKEEPING REQUIREMENTS
Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy
Rules”) and 28 U.S.C. § 1746, I, Kevin Wilkes hereby declare as follows:
I am a principal of BDO USA, P.C. (“BDO USA”). I provide this declaration
(the “Declaration”) on behalf of BDO USA in support of the application (the “Application”) of
Vyaire Medical, Inc., et al., (the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter
11 Cases”) for an order authorizing the Debtors employment and retention of BDO USA, effective
as of June 9, 2024, as tax accountant in accordance with the terms and conditions set forth in that
certain letter, the “Terms and Conditions of the Master Services Agreement” dated June 10, 2022,
by and among the Debtors and BDO (the “Terms and Conditions Letter”), a copy of which is
attached hereto as Exhibit B, together with any future statements of work (the “SOWs”) by and
among the Debtors and BDO USA (the “SOWs” and, together with the Terms and Conditions
1 The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495. A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may be
obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire. The
location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in these
chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 21 of 49
Letter, the “Services Agreement”). Unless otherwise defined, all capitalized terms used herein
shall have the meanings given to them in the Application.
1. The Debtors have selected BDO USA as the Debtors’ tax accountant due to (i) the
firm’s extensive experience in and knowledge of the Debtors’ operations that BDO USA has
obtained by providing accounting services to the Debtors since approximately 2022 and (ii) BDO
USA’s outstanding reputation as a provider of accounting services generally.
2. BDO USA is a leading full-service accounting, tax, and business advisory firm with
offices, principals, and professional staff located throughout the United States. BDO USA is a
United States firm of a global network of separate, independent member firms that operate in
countries and offices throughout the world.
3. BDO International Limited (“BDO International”) is a company limited by
guarantee incorporated under the laws of England and Wales. The board of directors for BDO
International is composed of the CEOs of the seven largest BDO International member firms
across the Americas, EMEA, and Asia-Pacific region. BDO International does not provide client
services. Rather, the international BDO network is a global network of separate, independent
member firms (each an “Independent Member Firm”) that operate in 150 countries and over
1,300 offices throughout the world (collectively, the “BDO Global Network”). BDO USA is the
U.S. Independent Member Firm of BDO International and is a leading full-service accounting, tax,
and business advisory firm that, together with its subsidiaries, has over 75 offices and more than
12,000 professionals in the United States.
4. The Independent Member Firms are separate and independent from BDO USA and
do not constitute affiliates or subsidiaries of BDO USA, each other, or any entity holding itself out
as a global parent. The Independent Member Firms are more aptly described as a network of
2
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independent organizations practicing under a common brand. The Independent Member Firms
enter into a services agreement with Brussels Worldwide Services (“Brussels Worldwide”), a
Belgian limited liability company. Brussels Worldwide coordinates the services provision within
the global BDO network on the basis of central costs such as the global office for BDO
International, global webpage, etc. that are allocated amongst all BDO Independent Member Firms
based upon the Independent Member Firms’ revenues and volume of referred work.
5. Independent Member Firms are granted a distinct and exclusive territory in which
they can operate under the BDO brand name that does not overlap with the territory of any other
member firm. The Independent Member Firms are organized and operated in accordance with the
laws and jurisdictions of the country or region in which each Independent Member Firm is located.
To the best of my knowledge, partners and/or principals of each Independent Member Firm are
either directly or indirectly the sole owners of their respective Independent Member Firms
depending on the equity construction with respect to the holding companies for each of the
Independent Member Firms. There is no overlap with respect to a partner’s and/or principal’s
ownership in its respective Independent Member Firm and any other Independent Member Firm.
The Independent Member Firms also do not share officers and directors. Neither profits nor losses
are shared between or among the Independent Member Firms. The Independent member firms
also do not share staff. To the extent a member firm wishes to use the employee of another member
firm, the parties enter into an arm’s-length employee lease agreement.
6. No Independent Member Firm or BDO Rise (as defined below) will be used to
provide services in these Chapter 11 Cases.
7. BDO USA has considerable experience providing accounting, tax, auditing, and
financial advisory services to businesses in chapter 11 and has been employed in numerous cases
3
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under the Bankruptcy Code, such as In re Acorda Therapeutics, Inc., Case No. 24-22284 (DSJ)
(Bankr. S.D.N.Y. May 29, 2024) (authorizing the retention of BDO USA), In re Purdue Pharma,
L.P., Case No. 19-23649 (SHL) (Bankr. S.D.N.Y. Apr. 24, 2024) (same), In re Inmet Mining, LLC,
Case No. 23-70113 (GRS) (Bankr. E.D. Ky. June 6, 2023) (same), In re 1 GC Collections, Case
No. 18-19121 (RAM) (Bankr. S.D. Fla. Feb. 28, 2022) (same), In re Richardson Foods Inc., Case
No. 20-11203 (SCC) (Bankr. S.D.N.Y. Sept. 1, 2021) (same), In re AeroCentury Corp., Case No.
21-10636 (JTD) (Bankr. D. Del. May 4, 2021) (same), and In re Emerge Energy, Inc., Case No.
19-11563 (KBO) (Bankr. D. Del. Oct. 7, 2019) (same).
8. Subject to further order of the Court, and consistent with the Services Agreement,
the Debtors request the employment and retention of BDO USA to perform certain tax accounting
and consulting services for the Debtors, including (i) federal and state income tax return
preparation; (ii) federal and state income tax provision; (iii) unclaimed property and audit defense;
(iv) income tax consulting related to potential sales, including cancellation of indebtedness income
tax analysis; and (v) other tax accounting services requested by the Debtors (collectively,
the “Services”).
9. BDO USA’s standard hourly rates for each level of professional are set forth in the
following schedule:2
2 In accordance with firm-wide adjustments, these rates will increase 5% effective August 1, 2024, and annually
thereafter. These hourly rates are subject to further periodic adjustments to reflect economic and other conditions.
Like many of its peer firms, BDO increases the hourly billing rate of professionals and paraprofessionals once a year
in the form of (a) market increases in the ordinary course and (b) periodic increases within each professional’s and
paraprofessional’s current level of seniority.
4
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Resource Standard Rate
Principals/ Managing Director $725-$1,150
Director $650-$850
Manager $550-$750
Seniors $375-$625
Associates $175-$375
10. In addition to the rates described above, the Debtors and BDO USA have agreed
that the Debtors shall reimburse BDO USA for actual expenses incurred in connection with BDO
USA’s performance of the Services.
11. BDO USA has advised the Debtors that for tax accountant engagements, it is not
BDO USA’s general practice to keep detailed time records similar to those customarily maintained
by attorneys or restructuring professionals. Despite this general practice, BDO USA intends to
include as an exhibit to its fee applications filed with the Court a description of the services
provided as well as time detail regarding the hours, in half hour (0.5) increments, spent by each
professional to support the requested fees.
PAYMENTS RECEIVED PRIOR TO THE PETITION DATE
12. As set forth above, set forth above, BDO USA has provided services to the Debtors
since approximately 2022. The payments that BDO USA received within the 90 days before the
Petition Date are as follows:
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Invoice Invoice Dates of Services Payment Payment Purpose of
Date Amount Covered by Date Amount Payment
Invoice
01/02/2024 002136684 11/02/2023 thru 3/25/2024 $103,520.00 Payment for
01/02/2024 Services
01/25/2024 002149017 10/30/2023 thru 4/22/2024 $123,395.00 Payment for
01/25/2024 Services
02/05/2024 002156518 12/01/2023 thru 4/22/2024 $11,315.00 Payment for
02/05/2024 Services
As of the Petition Date, approximately $228,908.50 remains due and owing to BDO USA. BDO
USA understands and agrees that if the Court grants the relief requested in this Application, BDO
USA shall waive this prepetition claim.
BDO USA’S CONFLICTS CHECK PROCEDURES
13. As part of its practice, BDO USA appears in cases, proceedings, and transactions
involving many different attorneys, financial advisors, and creditors, some of which may represent
or be claimants and/or parties in interest in these cases. In connection with the preparation of this
declaration, BDO USA obtained from the Debtors the names of individuals and entities that may
be parties in interest in the Chapter 11 Cases, and such parties are listed on Schedule 1 attached
hereto, which include, but are not limited to the:
A. Bank
B. Benefit Provider
C. Committee Professionals
D. Lender
E. Customer
F. Directors & Officers
G. Equipment Lessors
H. Filing Entity
I. Insurer-Broker
6
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J. Insurer-Insurance
K. Insurer-Surety
L. Judicial
M. Landlord
N. Lender Advisor
O. Lender Counsel
P. Litigation
Q. Material Contract
R. Non-Debtor Entity
S. OCP
T. Rx Professional
U. Taxing Authority
V. Temp Agency
W. Top 30 GUC
X. Utilities
Y. Vendor
Z. Facility Leases
AA. Lender
BB. Committee Member
14. To ensure that any and all conflicts are properly identified, BDO USA conducts
three levels of review (collectively, the “Conflict Review Process”).
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15. First, BDO USA inputs all interested parties into a database (the “BDO USA Conflict
System”) shared by BDO USA and all of its subsidiaries.3 The interested parties that were run
through the BDO USA Conflict System are those set forth on Schedule 1 attached hereto. The
BDO USA Conflict System then generates a detailed list of any potential connections within BDO
USA. Then, using the generated list, BDO USA’s conflicts team sends an email to the engagement
leader of each potential connection identified to determine whether the connection (i) creates a
conflict, (ii) is a connection that should be disclosed as required by the Bankruptcy Code, and/or
(iii) otherwise prevents BDO USA from being engaged.
16. Second, the Debtors’ significant vendors and trade creditors and any other significant
parties are sent in one of the two emails (the “Conflict Correspondence”) that is sent out by BDO
USA each day to all BDO USA professionals and all professionals of subsidiaries of BDO USA
(collectively, the “BDO Professionals”). The BDO Professionals are required to review the
Conflict Correspondence and respond by clicking on the embedded link within the email to any
connection exclusively between any of the BDO Professionals’ clients and any party listed in the
Conflict Correspondence.4 Conflict Correspondence is performed on a daily basis by BDO USA.
17. Third, in addition to the foregoing conflict review processes, the parties on Schedule
1 attached hereto were input into the independence and conflict system maintained by BDO
International (the “International Conflict Check System”).
3 As discussed below, BDO USA formed an entity as part of a joint venture with the Independent Member firm located
in India (“BDO India”) called BDO RISE Private Limited (“BDO Rise”) that is located and incorporated in India.
BDO Rise performs services exclusively for clients of BDO USA or its wholly owned subsidiaries. Accordingly, all
of the clients for whom BDO Rise performs services are also checked as part of the BDO USA Conflict System. BDO
India, as an Independent Member Firm, operates in accordance with the International Conflict Check System (as
defined herein).
4 Given the number of BDO Professionals in the BDO Global Network, BDO Professionals may have professional,
business, working, or social relationships with firms, professionals, or companies that may be connected to these cases.
Additionally, many BDO Professionals have family who may work at other firms or companies that may be connected
to these cases.
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18. Through this system, BDO USA submits a question asking all of the other
Independent Member Firms if they have provided services to the Debtors or are representing any
entities with any connection to the Debtors. All of the other Independent Members are required to
respond to BDO USA’s inquiry to indicate if they have provided any services to the Debtors or
any other entities listed on Schedule 1. Any responses received through the International Conflict
Check System are included in the disclosures submitted as set forth on Schedule 2 attached hereto.
BDO CAPITAL
19. BDO Capital Advisors, LLC (“BDO Capital”) is a licensed broker dealer registered
with the Financial Industry Regulatory Authority and the Securities and Exchange Commission.
BDO Capital is not an investment advisor, nor does it invest capital on behalf of its clients. Rather,
BDO Capital is strictly an advisor to private companies with respect to mergers, acquisitions, and
ESOP transactions. BDO Capital is a part of the BDO USA Conflict System and, thus, was
included with the checks of the parties in interest lists.
INDIAN OPERATIONS
20. As noted above, BDO Rise is an entity formed in India as a result of a joint venture
by BDO USA and BDO India. BDO USA owns the majority of the equity in BDO Rise and BDO
India owns the remainder of the equity. The majority of the BDO Rise board of directors are
officers, directors, or principals of BDO USA and the executive managing director of BDO Rise
is a principal of BDO USA. BDO USA and BDO Rise have no other staff in common.
21. BDO Rise’s annual profits will be paid to both BDO USA and to BDO India.
Moreover, BDO Rise, BDO USA, and BDO India have entered into a royalty agreement whereby
BDO India will receive a tiered annual royalty payment from BDO Rise. BDO USA and BDO
9
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India provide certain services to BDO Rise, which are paid for on an arm’s-length, cost-plus basis
by BDO Rise.
22. As noted above, BDO Rise will only perform services for BDO USA clients and
thus, all of its clients would necessarily be checked as part of the BDO USA Conflict System. As
also set forth above, BDO Rise will not provide any services in these Chapter 11 Cases.
BDO’S CONNECTIONS WITH PARTIES IN
INTEREST IN THESE CHAPTER 11 CASES
23. BDO USA conducted the Conflict Review Process, the result of which disclosed
that neither BDO USA nor any of the other Independent Member Firms currently represent any
entity having an adverse interest to the Debtors. Based upon the analysis of the results that was
conducted at my request, I determined that, other than as set forth below, BDO USA does not have
any connection with the Debtors, their creditors, or other parties in interest other than as set forth
on Schedule 2 attached hereto, and including BDO USA’s provision of services for Vyaire
Medical Products ULC (“VMP” which is a Non-Debtor Affiliate) and Vyaire Medical ULC
(“VMU” which BDO understands is an affiliate of VMP). BDO USA concluded this engagement
in May of 2024 and no funds remain due and owing to BDO USA as of the Petition Date.
24. Notwithstanding the foregoing, BDO USA (i) does not have any connections with
the U.S. Trustee, or any person employed by the Office of the U.S. Trustee other than as set forth
on Schedule 2 attached hereto, (ii) are “disinterested persons,” as defined in Section 101(14) of
the Bankruptcy Code, (iii) does not own any debt securities or equity securities of the Debtors, and
(iv) does not hold or represent any interest adverse to the Debtors. Further, the BDO Professionals
that will be assisting the Debtors in the Chapter 11 Cases (i) do not own any stock in the Debtors,
(ii) do not have any connections with the bankruptcy judges from this district or the U.S. Trustee
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or any person employed by the Office of the U.S. Trustee, (iii) have not been an officer, director, or
employee of the Debtors, or (iv) do not have any connection to the Debtors.
25. As neither the term “connection,” as used in Bankruptcy Rule 2014, nor the proper
scope of a professional’s search for “connection” has been defined, BDO USA has set forth on
Schedule 2 attached hereto the names of the interested parties where BDO USA or its subsidiaries
have performed and presently may be performing auditing, audit-related, tax, or consulting
services unrelated to the Debtors for creditors or other parties of interest. To the best of my
knowledge, each of these engagements relate to matters totally unrelated to the Chapter 11 Cases
for which BDO USA is seeking to be engaged. If new relationships arise, or if BDO USA
discovers additional information that BDO USA believes requires additional disclosure, BDO
USA will file a supplemental disclosure with the Court as promptly as possible.
26. Except as otherwise set forth herein, BDO USA has not shared or agreed to share
any of its compensation in connection with this matter with any other person.
27. Except for the modifications requested in the Application, BDO USA intends to apply
to the Court for payment of compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court,
and the Services Agreement, and pursuant to any additional procedures that may be established by
the Court in these cases.
11
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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct to the best of my knowledge, information, and belief.
Dated: July 9, 2024
By: Kevin Wilkes
Principal
BDO USA, P.C.
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Schedule 1
Parties in Interest List
Bank
Bank of America
Wilmington Trust
Bank Commercial Italano Parma
Barclays UK
Deutsche Bank AG
Handlesbanken
Hypo Vereinsbank
JPMorgan Chase Bank, N.A.
UBS
Benefit Provider
AssuredPartners
Cigna
Cigna Behavioral Health
CVS Caremark
Fidelity
HealthEquity
Kaiser Permanente
MetLife
The Standard
Vision Service Plan (VSP)
WageWorks
Committee Professionals
McDermott Will & Emery LLP
Lender
AlbaCore Capital
Alcentra Limited
Alcentra NY LLC
Apax Partners LLP
Ares Management LLC
Atalaya Capital Management
Bank of America
Benefit Street Partners LLC
Black Rock Global LLC
BlackRock Financial Management Inc
BlackRock Investment Management
BNP Paribas
Ellington Management
Empower Funds Inc.
First Eagle Alternative Credit LLC
Great-West Capital Management, LLC
GSO Capital Partners LP
Halcyon Asset Management LLC
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 33 of 49
ING Capital LLC
JPMorgan Chase Bank, National Association
Mizuho Bank, Ltd. New York
Morgan Stanley Bank National Association
MV Credit Partners LLP
Natixis, New York Branch
Newport Global Advisors
Nuveen Asset Management, LLC
Providence Equity Partners Inc
Providence Equity Partners LLC
Quadrant Capital Advisors
Royal Bank of Canada New York Branch
Symphony Asset Management LLC
TIAA CREF Investment Services
UBS AG Stamford Branch
Mezzvet Luxembourg III. S.a.r.l.
MV Lux IV S.a.r.l.
TFG Asset Management
Customer
Agiliti Health
Atlantic Health System
Cardinal Health
Childrens Healthcare Atlanta
GE Precision Healthcare
Gen Med
HCA Management
I.M.I. Co., Ltd
Integrated Medical Systems, Inc.
McKesson
Medline Industries
MHCCNA
N Z Techno Handels
Northwell Health
Partssource, Inc
PMSNA SSD Andove
Quality Medical
Respiratory Care Africa
Servicios De Ingenieria En Medicina S A De Cv
Thomas Jefferson Univ Hospital
Trillamed, LLC
Trudell Healthcare
USMED Equipment
Venture Respirators
Directors & Officers
Ajay Gopal
Anna Mardiana Alisjahbana
Bret Wise
Cally Kothmann
Chris Tue
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 34 of 49
David Barse
Gijsbert van Kampen
Jasper Carpaij
John Bibb
John Elwood
June Johnson
Kim Contreras
Kira Brown
Marcelo Tadeu Fontinha Ferreira
Martin Fritz Silberstein
Martin Silberstein
Mary Trout
Nicholas William Throp
Paul Aronzon
Phung Minh Ha
Rachel Lisenby
Ronald Labrum
Roy McKenzie
Saurabh Talwar
Siti Junainah Binti Dewa
Stephan Tamas
Steven Dyson
Tammy Noll
Terrie McDaniel
Thomas Aebischer
Tom Ernst
Vikram Bajaj
Will Throp
Equipment Lessors
Area LLC
Bruel & Kjaer Northamerica
Chicago Office Technology Group Inc
Hack Formenbau GMBH
OPG-3 Inc
Telsonic UK Ltd
Wolseley Industrial Group (Ferguson)
Xerox Financial Services LLC
Filing Entity
CareFusion U.K. 235 Limited
Vyaire Finance B.V.
Vyaire Medical 203, Inc.
Vyaire Medical Srl
Bird Products Corporation
Breathe US Holdco, Inc.
Breathe US Holdings LP
CareFusion U.K. 232 Limited
EME Medical, Inc.
Intermed Equipamento Medico Hospitalar LTDA
Revolutionary Medical Devices, Inc.
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 35 of 49
SensorMedics Corporation
VIASYS Holdings Inc.
Vyaire Company
Vyaire Holding Company
Vyaire Medical 202, INC.
Vyaire Medical 205, Inc.
Vyaire Medical 206, Inc.
Vyaire Medical 211, Inc.
Vyaire Medical BR LLC
Vyaire Medical Capital LLC
Vyaire Medical Consumables LLC
Vyaire Medical Cooperatief U.A.
Vyaire Medical GmbH
Vyaire Medical International LLC
Vyaire Medical LLC
Vyaire Medical Payroll LLC
Vyaire Medical, Inc.
Vyaire Respiratory Diagnostics LLC
Insurer-Broker
Marsh USA, Inc.
Insurer-Insurance
AXIS Insurance Company
Berkshire Hathaway Specialty Insurance Company
Chubb
Old Republic Professional Liability, Inc.
AIG
Hartford
Midvale Indemnity Company (Bowhead)
Insurer-Surety
Hartford Fire Insurance Company
Judicial
Al Lugano
Amanda Hrycak
Andrew Vara
Ashley M. Chan
Benjamin Hackman
Brendan L Shannon
Cacia Batts
Catherine Farrell
Christine Green
Claire Brady
Craig T Goldblatt
Danielle Gadson
Demitra Yeager
Diane Giodano
Dion Wynn
Edith A. Serrano
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 36 of 49
Fang Bu
Hannah M. McCollum
Holly Dice
J. Kate Stickles
James R. O’Malley
Jane Leamy
Jill Walker
John T Dorsey
Jonathan Lipshie
Jonathan Nyaku
Joseph Cudia
Joseph McMahon
Karen B Owens
Lauire Selber Silverstein
Laura Haney
Lauren Attix
Laurie Capp
Linda Casey
Linda Richenderfer
Lora Johnson
Malcolm M. Bates
Marquietta Lopez
Mary F Walrath
Michael Girello
Nickita Barksdale
Nyanquoi Jones
Paula Subda
Rachel Bello
Richard Schepacarter
Robert Cavello
Rosa Sierra-Fox
Shakima L. Dortch
Thomas M Horan
Timothy J. Fox, Jr.
Landlord
Aviemore Chineham Park No. 1 Limited
Aviemore Chineham Park No. 2 Limited
Dell Reality Company
EXETER 6201 GLOBAL DISTRIBUTION, LLC
Irvine Company
Kilmainham Vyaire, LLC
TICIC SUB LLC
Lender Advisor
Rothschild & Co.
Houlihan Lokey
Lender Counsel
Gibson, Dunn, and Crutcher
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 37 of 49
Litigation
Amy Warrington
Kyashia Middleton, as personal representative for the estate of Rylee Jones
Connita Ransom, as the surviving legal parents and guardian of JRB
Erich Greer
Juan Williams, as special representative of the estate of Audrea Hardwicks-Williams
John Vidal
Jonathon Abed
Kara Baumgartner
Mike Kavanaugh
Sleep Management LLC, d/b/a VieMed
Westchester Surplus Lines Insurance Company
U.S. Government / Dept. of Defense, Office of the Inspector General
Gordon Boshears
Terry Bryant
Material Contract
Ascension Health Resource and Supply Management Group, LLC
Ascension Providence Hospital
Cardinal Health 200, LLC
HealthTrust Purchasing Group, L.P.
McKesson Medical-Surgical Inc.
Medline Industries, Inc.
Northwell Health Alliance, Inc. and Northwell Health Regional Alliance
Owens & Minor Distribution, Inc.
Premier Healthcare Alliance, L.P.
TrillaMed, LLC
VIZIENT SUPPLY, LLC
Non-Debtor Entity
Acutronic Medical Systems AG (Switzerland)
Advanced Respiratory Care AG (Switzerland)
Apax VIII Fund
Ariel EquityCo GP LLC
Ariel EquityCo LP
imtmedical ag (Switzerland)
imtmedical Pte. Ltd. (Singapore)
Mary Trout
MIM Medizinische Instrumente und Monitoring GmbH (Germany)
RBW Investment GMBH & Co KG
Servicios De Assistencia Tecnica A Equipamento Medico Hospitalar LTDA (Brazil)
VM Finance Sub, LLC (US)
Vyaire B.V. (Netherlands)
Vyaire DMCC (UAE)
Vyaire Financial Holdings LLC (US)
Vyaire GmbH (Germany)
Vyaire Intermediate HoldCo GP LLC
Vyaire Intermediate HoldCo LP
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 38 of 49
Vyaire Limited Liability Company (Russia)
Vyaire Medical AB (Sweden)
Vyaire Medical B.V. (Netherlands)
Vyaire Medical Denmark, Filial af Vyaire Medical AB (Denmark Branch)
Vyaire Medical Holdings B.V. (Netherlands)
Vyaire Medical International B.V. (Netherlands)
Vyaire Medical Korea Ltd. (South Korea)
Vyaire Medical Private Limited (India)
Vyaire Medical Products (Shanghai) Co., Ltd (China)
Vyaire Medical Products (Shanghai) Co., Ltd. (Beijing Branch)
Vyaire Medical Products Limited (Spolka z ograniczonaodpowiedzialniscia) (Poland Branch)
Vyaire Medical Products Limited (UK)
Vyaire Medical Products ULC (Canada)
Vyaire Medical Pte. Ltd. (Singapore)
Vyaire Medical Pty Ltd. (Australia)
Vyaire Medical Sarl (Switzerland)
Vyaire Medical SDN BHD (Malaysia)
Vyaire Receivables LLC (US)
Vyaire TSR Midco, LLC
Vyaire TSR Sub, LLC (US)
Vyaire Turkey Tibbi Cihazlar Ticaret Anonim Şirketi (Turkey)
Vyaire UK 236 Limited (UK)
Vyaire S.r.l
OCP
BAKER MCKENZIE LLP
COVINGTON & BURLING LLP
ERNST & YOUNG US LLP
FOX ROTHSCHILD LLP
FRAGOMEN, DEL REY, BERNSEN & LOEWY
GORDON REES SCULLY MANSUKHANI LLP
HOGAN LOVELLS US LLP
HYMAN PHELPS & MCNAMARA PC
IRWIN FRITCHIE URQUHART & MOORE LLC
LINKLATERS LLP
LITTLER MENDELSON PC
MORGAN LEWIS & BOCKIUS LLP
POLSINELLI PC
Rx Professional
AlixPartners
Kirkland & Ellis LLP
PJT Partners
Omni Agent Solutions, Inc.
Cole Schotz
Taxing Authority
OHIO BUREAU OF WORKERS'
STATE OF NORTH CAROLINA -EPROC
US CBP FPF OFFICE
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 39 of 49
US FOOD AND DRUG ADMINISTRATION
“Alabama - Revenue Discovery Systems Autauga, Birmingham, Chilton, Clanton, Dale, Dothan,
Florence, Hamilton, Henry, Jackson, Lauderdale, Pike, Scottsboro "
City of Montgomery
Alabama - STACS
City of Sheffield
Colbert County
Franklin County
Alabama Department of Revenue
Alabama Department of Revenue
Alaska Department of Revenue
Arizona Department of Revenue
Arizona Department of Revenue
Arkansas Department of Finance & Administration
Ascension Parish Sales and Use Tax Authority
Avoyelles Parish School Board
Baldwin County
Bureau of Revenue & Taxation
Caddo Shreveport Sales & Use Tax Commission
Calcasieu Parish
California Department of Tax and Fee Administration
City of Alabaster
City of Arvada
City of Aurora Revenue Division
City of Baton Rouge Parish of East Baton Rouge
City of Boulder
City of Bremerton
City of Colorado Springs
City of Craig
City of Daphne
City of Durango
City of Englewood
City of Everett
City of Foley Revenue Department
City of Fort Collins
City of Golden
City of Grand Junction
City of Greeley
City of Greenwood Village
City of Gunnison
City of Huntsville
City of Lakewood
City of Lamar
City of Littleton
City of Lone Tree
City of Longmont
City of Longview
City of Mobile
City of Monroe/Ouachita Parish
City of New Orleans
City of Parker
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 40 of 49
City of Pueblo
City of Seattle
City of Steamboat Springs
City of Thornton
Colorado Department of Revenue
Commerce City Tax Division
Comptroller of Maryland
Connecticut Department of Revenue Services
Cullman County
Dekalb County Revenue Department
Delaware Division of Revenue
Denver Department of Finance
Department of the Treasury
Internal Revenue Service
District of Columbia
District of Columbia
Evangeline Parish Sales/Use Tax Commission
Florida Department of Revenue
Georgia Department of Revenue
Georgia Department of Revenue
Hawaii Department of Taxation
Hawaii Department of Taxation
Iberia Parish School Board Sales & Use Tax Department
Idaho State Tax Commission
Idaho State Tax Commission
Illinois Department of Revenue
Illinois Department of Revenue
Indiana Department of Revenue
Indiana Department of Revenue
Iowa Department of Revenue
Iowa Department of Revenue
Jefferson County Department of Revenue
Kansas Department of Revenue
Kansas Department of Revenue
Kentucky Department of Revenue
Kentucky Revenue Cabinet
Lafayette Parish School System
Lafourche Parish School Board
Lincoln Parish
Louisiana - St. Charles
Louisiana - St. John
Louisiana - St. Landry
Louisiana - St. Mary
Louisiana - St. Tammany
Louisiana - Vernon
Louisiana - Washington
Louisiana - Webster
Louisiana Department of Revenue
Louisiana Department of Revenue
Madison County
Maine Department of Revenue
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 41 of 49
Maine Revenue Services
Maryland Revenue Administration
Massachusetts Department of Revenue
Massachusetts Department of Revenue
Michigan Department of Treasury
Michigan Department of Treasury
Minnesota Department of Revenue
Minnesota Department of Revenue
Mississippi Department of Revenue
Mississippi Department of Revenue
Missouri Department of Revenue
Missouri Department of Revenue
Mobile County
Montana Department of Revenue
Montgomery County Commission Tax & Audit Department
Nebraska Department of Revenue
Nebraska Department of Revenue
Nevada Department of Taxation
New Hampshire Department of Revenue Administration
New Jersey Division of Taxation
New Jersey Division of Taxation
New Mexico Taxation & Revenue Department
New Mexico Taxation & Revenue Department
New York Department of Taxation and Finance
New York Department of Taxation and Finance
North Carolina Department of Revenue
North Carolina Department of Revenue
North Dakota Office of State Tax Commissioner
North Dakota Office of State Tax Commissioner
Ohio Department of Taxation
Oklahoma Tax Commission
Oklahoma Tax Commission
Oregon Department of Revenue
Oregon Department of Revenue
Parish Of Acadia
Pennsylvania Department of Revenue
Pennsylvania Department of Revenue
Plaquemines Parish
Rapides Parish
Rhode Island Division of Taxation
Rhode Island Division of Taxation
Shelby County Business Revenue Office
South Carolina Department of Revenue
South Carolina Department of Revenue
South Dakota Department of Revenue
State of Arkansas
Tennessee Department of Revenue
Tennessee Department of Revenue
Texas Comptroller of Public Accounts
Texas Comptroller of Public Accounts
Utah State Tax Commission
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 42 of 49
Utah State Tax Commission
Vermont Department of Taxes
Vermont Department of Taxes
Virginia Tax Office of Customer Services
Virginia Tax Office of Customer Services
Washington State Department of Revenue
West Virginia State Tax Department
West Virginia Tax Division
Wisconsin Department of Revenue
Wisconsin Department of Revenue
Wyoming Department of Revenue
Temp Agency
ABM INDUSTRY GROUP LLC
AEROTEK INC
ASTON CARTER INC
AUGUSTA HITECH SOFT SOLUTIONS LLC
CONCEPT DYNAMICS LTD
CONNEXIO HEALTH LLC
FORTE DGTL LLC
GISPATH INC
GLOBAL REGULATORY WRITING &
LYN MEDICAL
OXFORD GLOBAL RESOURCES LLC
PRN STAFFING
REAL STAFFING GROUP
SPARK DSG LLC
SPIN RECRUITMENT INC
THE EDUCE GROUP INC
VERTEX INC
WAVICLE DATA SOLUTIONS LLC
ZENSAR TECHNOLOGIES INC
David M. Lewis Company, LLC
Actalent, Inc.
Gravity Talent Solutions (Airlife)
Top 30 GUC
A PLUS INTERNATIONAL INC.
ADVANCED PRINTING
AMERICAN CRATING
ANALYTICAL INDUSTRIES INC.
BCP SYSTEMS INC.
BEST SOURCE ELECTRONICS CORP.
CASS INFORMATION SYSTEMS INC
CEVA INTERNATIONAL INC
CLAYTON CONTROLS
DA/PRO RUBBER INC
DATA MODUL INC
DEEL INC
GE HEALTH CARE
GREATBATCH MEDICAL
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 43 of 49
HEALTHTRUST PURCHASING GROUP
HOUSE OF BATTERIES
INDIANA UNIVERSITY HEALTH
INVENTUS POWER, INC.
KUEHNE & NAGEL INC
MER MAR, INC.
MICHAEL W ALABRAN
MICROSOFT CORPORATION
NYPRO HEALTHCARE BAJA INC
PARKER HANNIFIN - PORTER DIVISION
PHILLIPS-MEDISIZE COSTA MESA LLC
SERVICEMAX INC
SIEMENS INDUSTRY SOFTWARE INC
SYNTEL INC
TPI - CUSTOM SOLUTIONS
YUSEN LOGISTICS AMERICAS INC
Utilities
AT&T CORP
AT&T GLOBAL NETWORK SERVICES
AT&T ILLINOIS
AT&T MOBLILITY II LLC
CHEMTREC
CLEAN HARBORS
FLEXIM US CORPORATION
FRONTIER COMMUNICATIONS CORPORATION
GRANITE TELECOMMUNICATIONS
LOUISVILLE GAS & ELECTRIC CO
PRO MACH INC
RINGCENTRAL INC
SAFETY-KLEEN
T-MOBILE USA, INC.
ZAYO GROUP LLC
Southern California Edison Company
Commonwealth Edison Company - ComEd
Palm Springs Disposal Service, Inc.
Nalco Company LLC dba Nalco Water Pretreatment Solutions LLC
Southern California Gas Company dba The Gas Company; SoCalGas
State Water Resources Control Board - Water Boards
Desert Water Agency
Culligan Water
Vendor
ACCENT PLASTICS
ADVANCED MOTION CONTROLS
ADVANCED PRINTING
AMAZON WEB SERVICES INC
AMBRIT ENGINEERING
ARYAKA NETWORKS INC
ASSURED PARTNERS CAPITAL INC
AVNET, INC.
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 44 of 49
CAREFUSION - MEXICALI
CEVA LOGISTICS
CLAYTON CONTROLS
CLEO COMMUNICATIONS US, LLC
COGNIZANT TECHNOLOGY SOLUTIONS US C
DAVID M LEWIS COMPANY LLC
DELL MARKETING LP
ENLABEL GLOBAL SERVICES INC
ERASMUS UNIVERSITY MEDICAL
EUROFINS ELECTRICAL &
HEALTHTRUST PURCHASING GROUP LP
IPAN INTELLECTUAL PROPERTY ASSOCIAT
ITD CORPORATION
JABIL CIRCUIT (SHANGHAI) LTD.
MARLEE MFG.
MAXTEC
MONDAY.COM LTD
MOOG COMPONENTS GROUP, INC
NEWARK CORPORATION
NONIN MEDICAL
ORANGE COAST PNEUMATICS
PERMA PURE
PINNACLE PRECISION SHEET METAL CORP
PORTESCAP INDIA PVT. LTD.
PREMIER HEALTHCARE ALLIANCE LP
PRESIDIO HOLDINGS INC
RESTRUCTURING PARTNERS & ASSO LLC
SALESFORCE.COM INC
SEBASTIAN MASANET
STAR EXHIBITS & ENVIRONMENTS INC
STRAN & COMPANY INC
TELEDYNE ANALYTICAL INSTRUMENTS
THE WEST GROUP
TOTEX MANUFACTURING
UNIVERSITY HEALTH NETWORK
VERITIV OPERATING COMPANY
VERTEX INC
VINCENT MEDICAL
VIZIENT INC
WORKDAY INC
SunMed Group Holdings LLC
FLEXIM US CORP
DELL REALTY COMPANY
THE ALEXANDER GROUP
Facility Leases
Aviemore Chineham Park No 1 Ltd
Chineham Park
Yurbal Real Estate BV
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 45 of 49
Lender
ACM ASOF VII Cayman Holdco LP
ACM ASOF VIII Secondary C LP
AlbaCore Investment Opportunities LP
AlbaCore Liquid Income Designated Activity Company
Albacore Partners II Investment Holdings D Designated Activity Company
AlbaCore Partners III Investment Holdings Fin III Designated Activity Company
APAX Global Alpha Limited
ASG Merkel I Sarl
Balta Investments Designated Activity Company
BDCA SLF Funding LLC
Benefit Street Partners Capital Opportunity Fund II SPV 1 LP
BENEFIT STREET PARTNERS CAPITAL OPPORTUNITY FUND SPV LLC
BENEFIT STREET PARTNERS CLO II LTD
BENEFIT STREET PARTNERS CLO III LTD
Benefit Street Partners CLO IV Ltd
BENEFIT STREET PARTNERS CLO IX LTD
Benefit Street Partners Clo V B Ltd
BENEFIT STREET PARTNERS CLO VI B LTD
BENEFIT STREET PARTNERS CLO VIII LTD
BENEFIT STREET PARTNERS CLO X LTD
BENEFIT STREET PARTNERS CLO XI LTD
Benefit Street Partners CLO XII Ltd
BENEFIT STREET PARTNERS CLO XIV LTD
Benefit Street Partners CLO XIX Ltd
BENEFIT STREET PARTNERS CLO XV LTD
BENEFIT STREET PARTNERS CLO XVI LTD
Benefit Street Partners CLO XVII Ltd
BENEFIT STREET PARTNERS CLO XXIII LTD
BENEFIT STREET PARTNERS DEBT FUND IV SPV LP BENEFIT STREET PARTNERS DEBT
FUND IV LP
BENEFIT STREET PARTNERS DEBT FUND IV NON US SPV LP BENEFIT STREET PARTNERS
DEBT FUND IV MASTER NON US LP
BENEFIT STREET PARTNERS DEBT FUND IV NON US SPV LP BENEFIT STREET PARTNERS
DEBT FUND IV MASTER NON US LP
BENEFIT STREET PARTNERS DEBT FUND IV SPV LP BENEFIT STREET PARTNERS DEBT
FUND IV LP
BSP SENIOR SECURED DEBT FUND SPV 1 LP BENEFIT STREET PARTNERS SENIOR
SECURED OPPORTUNITIES FUND LP
BENEFIT STREET PARTNERS SENIOR SECURED OPPORTUNITIES U MASTER FUND NON US
LP
BENEFIT STREET PARTNERS SMA C SPV LP BENEFIT STREET PARNTERS SMA C LP
BENEFIT STREET PARTNERS SMA C SPV LP BENEFIT STREET PARNTERS SMA C LP
Benefit Street Partners SMA K SPV LP
BlackRock EMMPD II INVESTMENT S A R L
BSP SENIOR SECURED DEBT FUND NON US SPV 1 LP SEE NOTES
BSP SENIOR SECURED DEBT FUND SPV 1 LP BENEFIT STREET PARTNERS SENIOR
SECURED OPPORTUNITIES FUND LP
BSP SMA T 2020 SPV LP
CALIFORNIA STREET CLO IX LIMITED PARTNERSHIP
COMMONWEALTH LAND TITLE INSURANCE COMPANY
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 46 of 49
CUTWATER 2014 I LTD
CUTWATER 2015 I LTD
Diamond CLO 2018 1 Ltd GSO DIAMOND PORTFOLIO FUND LP
DIAMOND TARGETCO 1 LLC
Diversified Loan Fund Private Debt B S A R L
Diamond CLO 2018 1 Ltd GSO DIAMOND PORTFOLIO FUND LP
ELLINGTON CLO I LTD
ELLINGTON CLO II LTD
Ellington CLO III Ltd
ELLINGTON CLO IV LTD
EMMPD ASG Sarl
EMMPD INVESTMENT S A R L
EMPLOYEES AND AGENTS PENSION PLAN GWL AND A FINANCIAL INC
EMPOWER SHORT DURATION BOND FUND
Fidelity National Title Insurance Company
GOLDMAN SACHS TRUST II GOLDMAN SACHS MULTI MANAGER NON CORE FIXED
INCOME FUND
HALCYON LOAN ADVISORS FUNDING 2015 1 LTD
HALCYON LOAN ADVISORS FUNDING 2015 2 LTD
HALCYON LOAN ADVISORS FUNDING 2015 3 LTD FKA CITI LOAN FUNDING HLM LLC
CITIBANK NA
JPMORGAN CHASE BANK NATIONAL ASSOCIATION
LANDMARK WALL SMA SPV LPLANDMARK WALL SMA LP
MENARD INC BY SYMPHONY ASSET MANAGEMENT LLC
MV PRIVATE DEBT CE SARL
MV PRIVATE DEBT GC SARL
MV PRIVATE DEBT OP1 SARL
NEWPORT GLOBAL CREDIT FUND MASTER LP
Nuveen Alternative Investment Funds SICAV SIF Nuveen US Senior Loan Fund
NUVEEN FLOATING RATE INCOME FUND
Nuveen Alternative Investment Funds SICAV SIF Nuveen US Senior Loan Fund
NUVEEN FLOATING RATE INCOME FUND A SERIES OF NUVEEN INVESTMENT TRUST III
NUVEEN SENIOR LOAN FUND LP
PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB BY SYMPHONY ASSET
MANAGEMENT LLC
PONTUS HOLDINGS LTD
PRINCIPAL DIVERSIFIED REAL ASSET CIT FKA DIVERSIFIED REAL ASSET CIT
PRINCIPAL FUNDS INC DIVERSIFIED REAL ASSET FUND
PROVIDENCE DEBT FUND III NON US SPV LP PROVIDENCE DEBT FUND III MASTER
PROVIDENCE DEBT FUND III SPV LP PROVIDENCE DEBT FUND III LP
Separate Investment Account P3 Diversified Bond I Account of Massachusetts Mutual Life Insurance
Company
Separate Investment Account P5 Diversified Bond II Account of Massachusetts Mutual Life Insurance
Company
Shackleton 2014 V R CLO Ltd
SHACKLETON 2019 XIV CLO LTD
SHACKLETON 2021 XVI CLO LTD
SYMPHONY CLO XIX LTD
SYMPHONY CLO XV LTD
SYMPHONY CLO XVI LTD
SYMPHONY CLO XVII LTD
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 47 of 49
SYMPHONY CLO XVIII LTD
Symphony CLO XX Ltd
SYMPHONY FLOATING RATE SENIOR LOAN FUND
TCI SYMPHONY CLO 2016 1 LTD
TCI SYMPHONY CLO 2017 1 LTD
TIAA GLOBAL PUBLIC INVESTMENTS LLC SERIES LOAN TEACHERS INSURANCE AND
ANNUITY
US BUSINESS OF THE CANADA LIFE ASSURANCE COMPANY THE
Committee Member
Sunmed Group Holdings, LLC (d/b/a Airlife)
Zensar Technologies, Inc.
Cognizant Worldwide, Ltd.
Presido
Vizient, Inc.
David M. Lewis Company
Data Modul, Inc.
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 48 of 49
Schedule 2
BDO Schedule of Relationships with Parties-in-Interest
Bank
JPMorgan Chase Bank, N.A.
UBS
Benefit Provider
AssuredPartners
Fidelity
MetLife
Vision Service Plan (VSP)
Lender
Alcentra Limited
BlackRock Investment Management
JPMorgan Chase Bank, National Association
Morgan Stanley Bank National Association
Committee Professionals
McDermott Will & Emery LLP
Customer
Cardinal Health
McKesson
Insurer-Insurance
AIG
Chubb
Landlord
Irvine Company
Lender Advisor
Houlihan Lokey
OCP
Covington & Burling LLP
Fox Rothschild LLP
Fragomen, Del Rey, Bernsen & Loewy
Hogan Lovells US LLP
Littler Mendelson PC
Morgan Lewis & Bockius LLP
Rx Professional
PJT Partners
Taxing Authority
District of Columbia
Case 24-11217-BLS Doc 238-2 Filed 07/09/24 Page 49 of 49
West Virginia State Tax Department
Temp Agency
Vertex Inc.
Top 30 GUC
Deel Inc
Microsoft Corporation
Parker Hannifin - Porter Division
Utilities
Culligan Water
T-Mobile USA, Inc.
Vendor
Aryaka Networks Inc
Assured Partners Capital Inc
Workday Inc
Lender
JPMorgan Chase Bank National Association
Providence Debt Fund III SPV LP Providence Debt Fund III LP
Committee Member
Zensar Technologies, Inc.
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