Second Supplemental Declaration Of — In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS) (Jointly Administered)

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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)

)

SECOND SUPPLEMENTAL DECLARATION OF
SPENCER A. WINTERS IN SUPPORT OF THE APPLICATION
OF DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE
RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AND
KIRKLAND & ELLIS INTERNATIONAL LLP AS ATTORNEYS FOR THE
DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE AS OF JUNE 9, 2024

I, Spencer A. Winters, being duly sworn, state the following under penalty of perjury:
1.
I am the president of Spencer A. Winters, P.C., a partner of the law firm of Kirkland
& Ellis LLP, located at 333 West Wolf Point Plaza, Chicago, Illinois 60654, and a partner of
Kirkland & Ellis International, LLP (together with Kirkland & Ellis LLP, “Kirkland”).2  I am one
of the lead attorneys from Kirkland working on the above-captioned chapter 11 cases.  I am a
member in good standing of the Bar of the State of Illinois, and I have been admitted to practice
in the U.S. District Court for the Northern District of Illinois.  There are no disciplinary
proceedings pending against me.
2.
On June 9, 2024, (the “Petition Date”), Vyaire Medical, Inc. and certain of its
subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of
title 11 of the United States Code (the “Bankruptcy Code”).  On July 9, 2024, the Debtors filed an

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 meaning as set forth in the Application or
Prior Declarations (as defined herein), as applicable.
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application to employ and retain Kirkland as counsel for the Debtors [Docket No. 236]
(the “Application”) pursuant to sections 327(a) and 330 of the Bankruptcy Code, rules 2014(a) and
2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and rules 2014-1
and 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware (the “Local Rules”).
3.
My declaration in support of the Application (the “Original Declaration”) was
attached to the Application as Exhibit B.  On July 26, 2024, I submitted the Supplemental
Declaration of Spencer A. Winters in Support of an Order Authorizing the Retention and
Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorney for the
Debtors and Debtors in Possession Effective as of June 9, 2024 [Docket No. 326] (together with
the Original Declaration, the “Prior Declarations”) to provide additional information related to the
disclosures made in the Application and the Original Declaration.  On August 5, 2024, the Court
entered the Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as Attorneys for the Debtors and Debtors in Possession
Effective as of June 9, 2024 [Docket No. 350] (the “Retention Order”).
4.
In connection with the Application and the Retention Order, I submit this second
supplemental declaration (the “Second Supplemental Declaration”) to provide additional
disclosures in accordance with rules 2014(a) and 2016(b) of the Bankruptcy Rules and as required
under the Retention Order.  Unless otherwise stated in this Second Supplemental Declaration, I
have personal knowledge of the facts set forth herein.
Additional Disclosures
5.
This Second Supplemental Declaration makes certain additional disclosures.  As I
stated in the Original Declaration, Kirkland has searched its electronic database of representations
for connections to parties in interest in these chapter 11 cases.  Consistent with this statement,
Kirkland has continued to obtain information regarding all Potential Parties in Interest disclosed
on Schedule 1 attached to the Original Declaration (the “PPII List”).
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6.
Based on the conflicts searches conducted to date, to the best of my knowledge,
neither I, Kirkland, nor any partner, of counsel, or associate thereof, insofar as I have been able to
ascertain, has any connections with the Debtors, their creditors, or any other entities who may be
parties in interest, their respective attorneys or accountants, the Office of the United States Trustee
for the District of Delaware (the “U.S. Trustee”), any person employed by the U.S. Trustee, or any
person employed by the United States Bankruptcy Court for the District of Delaware, the United
States District Court for the District of Delaware, or the United States Court of Appeals for the
Third Circuit, except as disclosed or otherwise described herein and in the Prior Declarations.
7.
As I stated in the Prior Declarations, Kirkland has searched its electronic database
of representations for connections to parties in interest in these chapter 11 cases.
Certain connections were disclosed in the Prior Declarations.  Since the filing of the Prior
Declarations, Kirkland has updated those conflicts searches and has searched additional parties in
interest in these chapter 11 cases of whom Kirkland has become aware.  In addition to the entities
searched and disclosed in the Prior Declarations, Kirkland has searched its electronic database for
the entities listed on Schedule 1 attached hereto.  The following is a list of the additional categories
that Kirkland has searched:3
Schedule
Category
1(a)
Debtors & their Non-Debtor Affiliates
1(b)
Committee Professionals
1(c)
Landlords
1(d)
Litigation Parties & Counsel
1(e)
Material Contract Counterparties
1(f)
Potential M&A Counterparties
1(g)
Utility Providers

3
Kirkland’s inclusion of parties in the following schedules is solely to illustrate Kirkland’s conflict search process
and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in
the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules.
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8.
I have included the results of Kirkland’s conflicts searches of the entities included
in the above-listed categories on Schedule 2 to this Second Supplemental Declaration.4
In addition, Kirkland re-ran searches in its electronic database for the entities that were previously
reviewed in the Prior Declarations.  The results of Kirkland’s conflicts searches from the entities
that were re-run are listed on Schedule 3.  All current and prior representations of the parties
identified on Schedule 2 and Schedule 3 are in matters unrelated to the Debtors and these
chapter 11 cases.
9.
Generally, it is Kirkland’s policy to disclose entities in the capacity that they first
appear in a conflicts search.  For example, if an entity already has been disclosed in the Prior
Declarations in one capacity (e.g., a customer), and the entity appears in a subsequent conflicts
search in a different capacity (e.g., a vendor), Kirkland does not disclose the same entity again in
supplemental declarations unless the circumstances are such in the latter capacity that additional
disclosure is required.
10.
As set forth in the Prior Declarations and herein, Kirkland in the past may have
represented, may currently represent, and may in the future will represent, entities that may be
parties in interest in these chapter 11 cases in connection with matters unrelated (except as
otherwise disclosed in the Prior Declarations and herein) to the Debtors and these chapter 11 cases.
None of the representations set forth on Schedule 2 or Schedule 3 are materially adverse to the
interests of the Debtors’ estates.  Moreover, pursuant to section 327(c) of the Bankruptcy Code,
Kirkland is not disqualified from acting as the Debtors’ counsel merely because it represents

4
As referenced in Schedule 2 and Schedule 3, the term “current” means an entity listed as a client in Kirkland’s
conflicts search system to whom time was posted in the 12 months preceding the Petition Date.  As referenced in
Schedule 2 and Schedule 3, the term “former” means an entity listed as a client in Kirkland’s conflicts search
system to whom time was posted between 12 and 36 months preceding the Petition Date.  As referenced in
Schedule 2 and Schedule 3, the term “closed” means an entity listed as a client in Kirkland’s conflicts search
system to whom time was posted in the 36 months preceding the Petition Date, but for which the client
representation has been closed.  Whether an actual client relationship exists can only be determined by reference
to the documents governing Kirkland’s representation rather than its potential listing in Kirkland’s conflicts
search system.  The list generated from Kirkland’s conflicts search system is over-inclusive.  As a general matter,
Kirkland discloses connections with “former” or “closed” clients for whom time was posted in the last 36 months,
but does not disclose connections if time was billed more than 36 months before the Petition Date.
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certain of the Debtors’ creditors, equity security holders, or other parties in interest in matters
unrelated to these chapter 11 cases.
A.
Specific Disclosures.
11.
Simran Brar, a transactional associate in Kirkland’s Los Angeles office, represented
Ariel Investments LLC (“Ariel Investments”), the affiliate of an indirect equityholder of the
Debtors, in an acquisition transaction unrelated to these chapter 11 cases from November 2023 to
May 2024 while employed at a different law firm.  Out of an abundance of caution, Kirkland has
instituted formal screening measures, as further described in my Original Declaration, to screen
Ms. Brar from all aspects of Kirkland’s representation of the Debtors and, for the avoidance of
doubt, Ms. Brar will not perform work in connection with Kirkland’s representation of the Debtors
and will not have access to confidential information related to the representation.  I do not believe
Ms. Brar’s connection to Ariel Investments precludes Kirkland from meeting the disinterestedness
standard under the Bankruptcy Code.
12.
Of the entities listed on Schedule 3, one counterparty that considered participation
in the Debtors’ sale and marketing process,5 represented more than one percent of Kirkland’s fee
receipts for the twelve-month period ending on August 26, 2024.6  Kirkland has not represented,
and will not represent, this counterparty in connection with these chapter 11 cases during the
pendency of these chapter 11 cases.  I do not believe that any current or former representation of
any of these parties precludes it from meeting the disinterestedness standard under the Bankruptcy
Code.
13.
Kirkland will continue to review its files periodically during the pendency of these
chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If
any new relevant facts or relationships are discovered or arise, Kirkland will use reasonable efforts

5
As noted in paragraph 39 of the Original Declaration, due to the inherently competitive nature of this process, it
is imperative that the identities of these potential counterparties remain confidential.  The Debtors have disclosed
to the U.S. Trustee the identities of the potential counterparties and Kirkland’s connections to such potential
counterparties.
6
Specific percentages will be disclosed to the U.S. Trustee upon request.
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to identify such further developments and will promptly file an additional supplemental
declaration, as required by Bankruptcy Rule 2014(a).

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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 and belief.

Dated:  October 3, 2024
Respectfully submitted,
/s/ Spencer A. Winters
Spencer A. Winters
as President of Spencer A. Winters, P.C.,
as Partner of Kirkland & Ellis LLP and
as Partner of Kirkland & Ellis International LLP
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SCHEDULE 1
List of Schedules

Schedule
Category
1(a)
Debtors & their Non-Debtor Affiliates
1(b)
Committee Professionals
1(c)
Landlords
1(d)
Litigation Parties & Counsel
1(e)
Material Contract Counterparties
1(f)
Potential M&A Counterparties
1(g)
Utility Providers

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SCHEDULE 1(a)
Debtors & their Non-Debtor Affiliates
Vyaire Finance Sub LLC (US)
Vyaire Finance Sub LLC (US)
Vyaire Limited Liability Company (Russia)
Vyaire Medical Products (Shanghai) Co. (Beijing Branch)

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SCHEDULE 1(b)
Committee Professionals
BRG Capital Advisors LLC

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SCHEDULE 1(c)
Landlords
Chineham Park Inc.
Yurbal Real Estate BV

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SCHEDULE 1(d)
Litigation Parties & Counsel
Bernstein & Bernstein, Attorneys at Law
CMM Supplies & Services SAL
Halio & Halio PA
Jones Walker LLP
K&L Gates LLP
Morgan & Morgan Group

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SCHEDULE 1(e)
Material Contract Counterparties
Alexander Group Inc., The

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SCHEDULE 1(f)
Potential M&A Counterparties
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential
Confidential

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SCHEDULE 1(g)
Utility Providers
California, State of, State Water Resources Control Board – Water Boards
Nalco Co. LLC
Palm Desert Disposal Service Inc.

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SCHEDULE 2
Name of Entity Searched
Name of Entity and/or Affiliate of
Entity, that is a K&E Client
Status
BRG Capital Advisors LLC
Berkeley Research Group Holdings
LLC
Current

Berkeley Research Group, LLC
Current

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2

SCHEDULE 3
Name of Entity Searched
Name of Entity and/or Affiliate of
Entity, that is a K&E Client
Status
Ares Management LLC
Ares IDF Management LLC
Current
Ascension Health Resource & Supply
Management Group LLC
Ascension Health
Current
Ascension Providence Hospital
Ascension Health - IS Inc.
Current

Ascension Health Resource and
Supply Management Group LLC
Current
Ascension Health Senior Care
Current
Ascension Michigan
Current
Ascension Saint Joseph
Current
Ascension Technologies
Current
Ascension Via Christi Hospital
Pittsburg Inc.
Current
Saint Thomas Health
Current
Medline Industries Inc.
Carlyle Investment Management LLC
Current
Hartford Financial Services Group
Inc., The
The Hartford Financial Services
Group
Current
Principal Funds Inc Diversified Real
Asset Fund
Principal U.S. Property Fund
Current
UBS AG Stamford Branch
UBS AG
Current
Zayo Group LLC
Zayo Brazil Holdings Ltda.
Current

Zayo Canada Inc.
Current

Zayo Corporate UK Ltd.
Current

Zayo Global Reach LLC
Current

Zayo Group (HK) Ltd.
Current

Zayo Group Australia Pty. Ltd.
Current

Zayo Group France SAS
Current

Zayo Group Holdings Inc.
Current

Zayo Group International Ltd.
Current

Zayo Group Latin America LLC
Current

Zayo Group LLC
Current

Zayo Group South Africa (Pty) Ltd.
Current

Zayo Group UK Ltd.
Current

Zayo Guarantor LLC
Current

Zayo Infraestrutura Brazil Ltda.
Current

Zayo Infrastructure Belgium NV
Current

Zayo Infrastructure Bulgaria EOOD
Current
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Name of Entity Searched
Name of Entity and/or Affiliate of
Entity, that is a K&E Client
Status

Zayo Infrastructure Denmark ApS
Current

Zayo Infrastructure Deutschland
GmbH
Current

Zayo Infrastructure France SA
Current

Zayo Infrastructure Holdco LLC
Current

Zayo Infrastructure Ireland Ltd.
Current

Zayo Infrastructure México S de RL
de CV
Current

Zayo Infrastructure Nederland BV
Current

Zayo Infrastructure Spain SL
Current

Zayo Infrastructure Sweden AB
Current

Zayo Infrastructure Switzerland AG
Current

Zayo Issuer LLC
Current

Zayo Italy SRL
Current

Zayo Japan KK
Current

Zayo Northeast LLC
Current

Zayo Professional Services LLC
Current

Zayo Singapore Pte. Ltd.
Current
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]
[Confidential]

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