Supplemental Declaration Of Darren Azman In Support Of

Summary

Darren Azman, a partner of McDermott Will & Emery LLP, files a supplemental declaration (Doc 323, filed 07/26/24, Case No. 24-11217 (BLS)) supporting the Official Committee of Unsecured Creditors' application to retain McDermott as counsel. It responds to informal comments from the Office of the United States Trustee for the District of Delaware. Azman states that McDermott represents Apax Partners, L.P. and certain affiliates, the Debtors' equity sponsor, in matters unrelated to the Debtors, and has conflict waivers. Azman states that McDermott provided about five hours of regulatory advice to Vyaire in March 2024, billed to Apax, and received no payments from Vyaire in the 90 days before the filing. The declaration carries /s/ Darren Azman, dated July 26, 2024.

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

VYAIRE MEDICAL, INC., et al.,1

Debtors.
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Chapter 11

Case No. 24-11217 (BLS)

(Jointly Administered)

Related to Docket Nos. 215, 217, 230, 321, 322

SUPPLEMENTAL DECLARATION OF DARREN AZMAN IN SUPPORT OF
APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
OF VYAIRE MEDICAL, INC., ET AL., TO RETAIN AND EMPLOY MCDERMOTT
WILL & EMERY LLP AS COUNSEL, EFFECTIVE JUNE 28, 2024

I, Darren Azman, declare as follows:
1.
I am a partner of the firm of McDermott Will & Emery LLP (“McDermott” or the
“Firm”).  McDermott maintains offices at, among other places, One Vanderbilt Avenue, New
York, New York 10017, and The Brandywine Building, 1000 N. West Street, Suite 1400,
Wilmington, Delaware 19801.  I am a member in good standing of the Bars of the States of New
York and Massachusetts, and I have been admitted to practice in the U.S. Courts of Appeals for
the Second and Third Circuits, and the U.S. District Courts for the District of Massachusetts and
the Eastern and Southern Districts of New York.  There are no disciplinary proceedings pending
against me.
2.
On July 9, 2024, I submitted a declaration [Docket Nos. 215-3, 230-3] (the
“Azman Declaration”) in support of the Application of the Official Committee of Unsecured

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 323    Filed 07/26/24    Page 1 of 4

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Creditors of Vyaire Medical, Inc., et al., to Retain and Employ McDermott Will & Emery LLP as
Counsel, Effective June 28, 2024 [Docket Nos. 215, 230] (the “Application”).2
3.
I submit this supplemental declaration (the “Supplemental Declaration”) in further
support of the Application and in response to certain informal comments received from the
Office of the United States Trustee for the District of Delaware (the “U.S. Trustee”) regarding
the Application.  Unless otherwise stated, the facts set forth in this Supplemental Declaration are
based upon my personal knowledge, discussions with other McDermott attorneys, and the Firm’s
client/matter records that were reviewed by me or other McDermott attorneys acting under my
supervision and direction.
4.
As described in paragraph 7 of the Azman Declaration, McDermott represents
Apax Partners, L.P. and certain of its affiliates (collectively, “Apax”), the Debtors’ equity
sponsor, in connection with matters unrelated to the Debtors or these Chapter 11 Cases.
McDermott has conflict waivers from the Apax entities for which McDermott provides legal
services, including with respect to litigation matters.  As such, to the extent necessary,
McDermott could bring a cause of action against Apax in these cases.  Moreover, McDermott is
not restricted in any way from objecting to (a) the Debtors’ retention applications on the basis
that a firm’s connections to Apax give rise to a conflict; (b) bid procedures or a section 363 sale
in which Apax is a bidder for the Debtors’ assets; and/or (c) Apax’s treatment (including any
releases) in a chapter 11 plan, nor is McDermott restricted in any way from advising the
Committee with respect to these matters.
5.
 As described in paragraph 9 of the Azman declaration, McDermott served as
special regulatory counsel to Vyaire Medical, Inc. (“Vyaire”) in connection with the Debtors’

2
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Application.
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2023 sale of their consumables business to SunMed Group Holdings, LLC.  McDermott is not
aware of any outstanding claims or issues between the Debtors and SunMed relating to the
consumables sale.
6.
As described in paragraph 10 of the Azman declaration, McDermott provided
about five hours of regulatory advice to Vyaire in March 2024.  As is common when a firm
represents a sponsor like Apax, McDermott performed these services for Vyaire pursuant to
McDermott’s engagement letter with Apax Partners, L.P., rather than pursuant to an engagement
letter with Vyaire itself.  As such, Apax (rather than Vyaire) was billed for and was responsible
for payment of these services.  McDermott is not a creditor of Vyaire, nor is McDermott listed as
a creditor in Vyaire’s schedules [Docket No. 186].  Moreover, there were no payments to
McDermott by Vyaire in the 90 days prior to the bankruptcy filing, nor are any such payments
reflected on Vyaire’s statement of financial affairs [Docket No. 214].
7.
Schedule 2 to the Azman declaration discloses McDermott’s connections to
various parties in interest in these cases.  Except with respect to Apax, none of these connections,
including McDermott’s representation of independent director Brett Wise, are related to the
Debtors or the Chapter 11 Cases.
8.
As noted in paragraph 13 of the Azman Declaration, at the inception of each
engagement for which a declaration is required under Bankruptcy Rule 2014, McDermott
reviews the information relating to the parties involved in a bankruptcy case to determine
whether any such party, together with its known related entities, were clients of McDermott and,
as a result, made payments to McDermott for services rendered in the calendar year prior to the
date of review that in the aggregate for each such party exceed one percent of McDermott’s total
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revenues for such calendar year.  McDermott performs this same analysis for parties that are
identified during a bankruptcy case as parties in interest.
9.
McDermott recently has become aware that

 is a potential bidder in the Debtors’ sale process.  McDermott
represents

.  McDermott’s revenues for services rendered
to
 aggregated more than one percent of McDermott’s annual revenue

.  McDermott has not advised

 with respect to the Debtors or the Chapter 11 Cases, and will not do so during the
pendency of the Chapter 11 Cases.
10.
To the extent that McDermott discovers any new information bearing on its
retention or needs to update the information disclosed herein, McDermott will disclose such
information by filing a supplemental declaration in accordance with Bankruptcy Rule 2014.
I declare under penalty of perjury that the foregoing is true and correct to the best of my
knowledge, information, and belief.
Dated: July 26, 2024
By: /s/ Darren Azman

Darren Azman

Partner
McDermott Will & Emery LLP

Case 24-11217-BLS    Doc 323    Filed 07/26/24    Page 4 of 4

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