Third Supplemental Declaration Of
Summary
The third supplemental declaration of Spencer A. Winters, a partner of Kirkland & Ellis LLP, in support of the debtors' application to retain Kirkland & Ellis LLP and Kirkland & Ellis International LLP as attorneys, filed January 14, 2025 as Doc 929 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the United States Bankruptcy Court for the District of Delaware. It recites the June 9, 2024 petition date, the retention application at Docket No. 236, the Retention Order entered August 5, 2024 at Docket No. 350, and two earlier supplemental declarations. It states that one counterparty that considered participating in the debtors' sale process represented more than one percent of the firm's fee receipts for the twelve-month period ending November 30, 2024, and affirms that the firm is a disinterested person under section 101(14) of the Bankruptcy Code.
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Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 1 of 16
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)
)
THIRD 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.
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 2 of 16
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 Attorneys for the
Debtors and Debtors in Possession Effective as of June 9, 2024 [Docket No. 326] (the “First
Supplemental 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”). On October 3, 2024 I submitted the 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 [Docket No.
603] (together with the Original Declaration and the First Supplemental Declaration, the “Prior
Declarations”) to provide additional information related to the disclosures made in the Application
and the Prior Declarations.
4. In connection with the Application and the Retention Order, I submit this Third
supplemental declaration (the “Third 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 Third Supplemental Declaration, I have personal
knowledge of the facts set forth herein.
2
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 3 of 16
Additional Disclosures
5. This Third 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”).
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 and their Non-Debtor Affiliates
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.
3
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 4 of 16
1(b) Bankruptcy Professionals
1(c) Claims Parties
1(d) Material Contract Counterparties
1(e) M&A Counterparties
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 Third 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
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.
4
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 5 of 16
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
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. 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 November 30, 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 this party precludes it from meeting the disinterestedness standard under the
Bankruptcy Code.
Affirmative Statement of Disinterestedness
12. Based on the conflicts searches conducted to date and described in the Prior
Declarations and herein, to the best of my knowledge and insofar as I have been able to ascertain,
(a) Kirkland is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy
Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an
interest adverse to the Debtors’ estates and (b) Kirkland has no connection to the Debtors, their
creditors, or other parties in interest, except as may be disclosed in the Prior Declarations and
herein.
5
As noted in paragraph 39 of the Original Declaration, due to the inherently competitive nature of this process, it
remains 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.
5
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 6 of 16
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: January 14, 2025 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
6
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 7 of 16
SCHEDULE 1
List of Schedules
Schedule Category
1(a) Debtors and their Non-Debtor Affiliates
1(b) Bankruptcy Professionals
1(c) Claims Parties
1(d) Material Contracts
1(e) M&A Counterparties
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 8 of 16
SCHEDULE 1(a)
Debtors and their Non-Debtor Affiliates
Vyaire Finance Sub LLC (US)
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 9 of 16
SCHEDULE 1(b)
Bankruptcy Professionals
Bielli & Klauder LLC
Klauder, David M.
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 10 of 16
SCHEDULE 1(c)
Claims Parties
3MD Relocation Services LLC Hisco Inc.
ACE American Insurance Co. Hughes Marino Inc.
Airgas USA LLC iData Research Inc.
ArtiQ NV IES Communications LLC
Ayming USA Inc. Inari Medical Inc.
Barta-Schoenewald Inc. Industrial Hearing & Pulmonary
Battle Creek, City of (MI) Management
Bay Corp. Ingmar Medical
Becton Dickinson & Co. Insight Direct USA Inc.
Bi-Search International Inc. Integrity Solutions LLC
Brenner-Fiedler & Associates Intelligent SCM LLC
CA Seydel Sohne Gmbh Interstate Packaging
Calligo (UK) Ltd. iPrime Legal AG
CDW Direct LLC Jabil Inc.
Central-Midori (International) Pte Ltd. John Henry Foster
CEVA Freight LLC Kaeser Compressors Inc.
CIM Med Inc. Keystone Partners LLC
Cirtec Medical Group Landauer Inc.
Clarivate plc Lee Co., The
CommonSpirit Health Leister Technologies LLC
Concur Technologies Inc. Lewis Gale Hospital Pulaski
Cornerstone OnDemand Inc. LinkedIn Corp.
Crown Equipment Corp. McKinley Equipment Corp.
Datasite LLC McMaster-Carr Supply Co.
Dawar Technologies Inc. MedPro Systems LLC
Dell-Mettawa LLC Memorial Satila Health
DeRoyal Industries Inc. Messner Reeves LLP
Dittmar & Indrenius Attorneys Ltd. MetroGroup Inc.
E&S Precision Sheetmetal Manufacturing Micro-Matics Inc.
Inc. Mississippi, State of, Franchise Tax Board
EBSCO Industries Inc. Moody's Investors Service Inc.
Enhanced Filter Co. OpenMarkets Inc.
Environment Associates Inc. Opentext Corp.
EPM Pros Inc. Oracle America Inc.
Ergoline GmbH Orange, City of (CA), Treasurer - Tax
Esker Inc. Collector
Estes Express Lines Pavese AG Prazisionsmechanik
Euduce Group Inc., The Pax Industries Inc.
Fischer USA Inc. Paymetric Inc.
Full Vision Inc. Pelonis Technologies Inc.
Global Healthcare Exchange LLC Plastech Corp.
Hakama AG Polyomed Oy Ltd.
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 11 of 16
PPR AG
Precision Associates Inc.
PRN Medical Solutions
ProSymmetry LLC
PSN Labs
QMedic WLL
Quad DBC Holdings LLC
Quail Electronics Inc.
Reed Smith LLP
Regional Medical Center of San Jose
RS Americas Inc.
Salesforce Inc.
Signify Research Ltd. Simon Harris
SiliconExpert Technologies Inc.
Spectrum Plastics Group Inc.
Standard & Poor's Financial Services LLC
Sterling Infosystems Inc.
Suntech Medical
Tata Consultancy Services Ltd.
TCI Precision Metals
TEKsystems
Teledyne Marine
TestEquity LLC
Therm-O-Namel Inc.
TouchPoint Meidcal Inc.
Trademark Plastics Inc.
TransPerfect Translations
Trench Rossi e Watanabe Advogados
Tricon Transportation Inc.
TTI Inc.
Twenty Poms LLC
Uline Inc.
United Language Group Inc.
United Parcel Service Inc.
United States Plastic Corp.
United States, Government of the,
Department of Homeland Security, US
Customs & Border Protection
Vacumetrics
Vestis Services LLC
Vincent Medical Manufacturing Co. Ltd.
Washington, State of, Department of Labor
& Industries
Wells Fargo Leasing Inc.
West Valley Medical Center Inc.
Zensar Technologies Inc.
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 12 of 16
SCHEDULE 1(d)
Material Contracts
IMT Information Management Technology AG
Iron Mountain Information Management LLC
Politecnico Di Milano
Showpad Inc.
Silmates Private Ltd.
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 13 of 16
SCHEDULE 1(e)
M&A Counterparties
[Confidential]
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 14 of 16
SCHEDULE 2
Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
ACE American Insurance Co. Chubb Bermuda Insurance Ltd. Current
CDW Direct LLC CDW Corporation Current
CDW LLC Current
Concur Technologies Inc. SAP National Security Services Inc. Former
Cornerstone OnDemand Inc. Behdad Eghbali Current
Clearlake Capital Group LP Closed
Clearlake Capital Partners II, L.P. Current
Clearlake Capital Partners V LP Current
Clearlake Capital Partners VII LP Current
Clearlake Opportunities Partners (P) Current
LP
Clearlake Opportunities Partners II LP Current
Jose E. Feliciano Current
Datasite LLC Datasite Current
Esker Inc. Esker SA Current
Opentext Corp. Micro Focus Closed
Oracle America Inc. Oracle Corporation Current
PRN Medical Solutions ConvaTec Group PLC Closed
Spectrum Plastics Group Inc. DowDuPont Inc. Current
E.I. DuPont de Nemours & Company, Current
Inc.
Laird Technologies, Inc. Closed
Sterling Infosystems Inc. Greg Mondre Current
Mary Hannaford Conrad Current
Silver Lake Partners L.P. Current
Tata Consultancy Services Ltd. Tata Consultancy Services Ltd. Current
TTI Inc. Berkshire Hathaway Inc. Current
BHE Renewables LLC Current
BNSF Railway Closed
Brilliant National Services, Inc. Current
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 15 of 16
Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
HomeServices of America, Inc. Current
PPW Holdings LLC Current
Uline Inc. Brian Uihlein Closed
Richard E. Uihlein Current
Stephen Ellis Uihlein Current
United States, Government of the, Konstantina Diamantopoulos Former
Department of Homeland
Security, US Customs & Border
Protection
Wells Fargo Leasing Inc. Norwest Equity Partners Current
Wells Fargo Asset Management Current
(International) Limited
Wells Fargo Asset Management Current
Luxembourg S.A.
Wells Fargo Bank, N.A. Current
Wells Fargo Securities LLC Current
Case 24-11217-BLS Doc 929 Filed 01/14/25 Page 16 of 16
SCHEDULE 3
Name of Entity and/or Affiliate of
Name of Entity Searched Status
Entity, that is a K&E Client
AlbaCore Capital LLP Igneo Infrastructure Partners Current
AlbaCore Investment Opportunities
LP
AlbaCore Liquid Income Designated
Activity Co.
AlbaCore Partners II Investment
Holdings D Designated Activity
Co.
AlbaCore Partners III Investment
Holdings Fin III Designated
Activity Co.
AssuredPartners Inc. AssetMark Financial Holdings Inc. Current
GTCR Everest Borrower LLC Current
GTCR Everest Holdings LLC Current
Atalaya Capital Management LP Atalaya Capital Management LP Current
BNP Paribas BNP Paribas S.A. Current
Canada Life Assurance Co., The Empower Annuity Insurance Co. Current
Empower Funds Inc. Empower Life & Annuity Insurance Current
Co. of New York
Empower Short Duration Bond Fund
Great-West Capital Management LLC
Dell Marketing LP Dell (Chengdu) Co. Ltd. Current
Dell Products LP Current
Ernst & Young LLP Ernst & Young Current
Ernst & Young US LLP
JPMorgan Chase Bank NA Morgan Stanley Current
LRN Corp. LRN Corporation Current
Phillips-Medisize Costa Mesa LLC Koch Real Estate Investments LLC Current
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