Vyaire - COC - AirLife Stipulation
- Date
- 2024-07-11
Summary
A certification of counsel filed October 15, 2024 as Doc 631 by the Debtors 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, regarding a joint stipulation between the Debtors and SunMed Group Holdings, LLC (d/b/a AirLife) in connection with the Zoll sale. It recounts the Bidding Procedures Order entered July 11, 2024 [Docket No. 249], the notice of successful bidder for the ventilation assets filed August 15, 2024 [Docket No. 388], and the Zoll Sale Order entered September 4, 2024 [Docket No. 496]. It states that AirLife raised informal comments and objections and that the Debtors and AirLife agreed to resolve certain claims and the rejection of a prepetition agreement. The proposed order approving the stipulation is attached as Exhibit A.
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Case 24-11217-BLS Doc 631 Filed 10/15/24 Page 1 of 4
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 Nos. 249, 388, & 496
CERTIFICATION OF COUNSEL REGARDING JOINT STIPULATION BETWEEN
THE DEBTORS AND SUNMED GROUP HOLDINGS, LLC (D/B/A AIRLIFE) IN
CONNECTION WITH ZOLL SALE
The undersigned counsel to Vyaire Medical, Inc. and certain of its affiliates, the debtors
and debtors in possession in the above-captioned cases (collectively, the “Debtors”), hereby
certifies as follows:
1. On July 11, 2024, the United States Bankruptcy Court for the District of Delaware
(the “Court”) entered the Order (I) Approving Bidding Procedures in Connection with the Sale of
Substantially All of the Debtors’ Assets, (II) Authorizing the Debtors to Enter Into a Stalking Horse
Agreement and Provide Bid Protections, (III) Approving the Form and Manner of Notice Thereof,
(IV) Scheduling an Auction and Sale Hearing, (V) Approving Procedures for the Assumption and
Assignment of Contracts, (VI) Approving the Sale of the Debtors’ Assets Free and Clear, and (VI)
Granting Related Relief [Docket No. 249] (the “Bidding Procedures Order”), authorizing the
Debtors to solicit and select the highest or otherwise best offer(s) for a sale (or sales) of (a) all or
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’ proposed 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 631 Filed 10/15/24 Page 2 of 4
substantially all of the assets or (b) one or more, or any combination of, assets of one or more
Debtors.
2. On August 15, 2024, the Debtors filed the Notice of (I) Successful Bidder for the
Sale of Certain of the Debtors’ Ventilation Assets, (II) Proposed Purchase Agreement in
Connection Therewith, and (III) Proposed Sale Order in Connection Therewith [Docket No. 388],
which attached thereto as Exhibit A the Asset Purchase Agreement related to the Debtors’
Ventilation Assets (as may be amended or otherwise modified from time to time and including all
related documents, exhibits, schedules, and agreements thereto, collectively, the “Zoll APA”).
3. On September 4, 2024, the Court entered the Order (A) Approving the Zoll Asset
Purchase Agreement and Authorizing the Sale of Certain Ventilation Assets of the Debtors Outside
the Ordinary Course of Business, (II) Authorizing the Sale of Assets Free and Clear of All Liens,
Claims, Interests, and Encumbrances, (III) Authorizing the Assumption and Assignment of
Executory Contracts and Unexpired Leases in Connection Therewith, and (IV) Granting Related
Relief [Docket No. 496] (the “Zoll Sale Order”) approving the sale of Debtors’ Ventilation Assets
to Zoll (the “Zoll Sale”).
4. In connection with the Bidding Procedures Order and Zoll Sale Order, SunMed
Group Holdings, LLC (d/b/a AirLife) (“AirLife”) raised informal comments and objections. In
addition, as more fully described in the Order Approving the Joint Stipulation Between the Debtors
and SunMed Group Holdings, LLC (d/b/a AirLife) in Connection With Zoll Sale attached hereto
as Exhibit A (the “Order”), as part of the Zoll Sale, the Debtors and AirLife agreed to resolve
certain claims and the rejection of a prepetition agreement which were integral to the Zoll Sale.
5. The Debtors have shared the Joint Stipulation Between the Debtors and SunMed
Group Holdings, LLC (d/b/a AirLife) in Connection With Zoll Sale with the Office of the United
2
Case 24-11217-BLS Doc 631 Filed 10/15/24 Page 3 of 4
States Trustee for the District of Delaware, counsel for the Official Committee of Unsecured
Creditors, and counsel for the Debtors’ debtor-in-possession lenders and such parties do not have
comments or objections to entry of the Order.
6. The Debtors respectfully request that the Court enter the Order at its earliest
convenience.
[Remainder of page Intentionally Left Blank]
3
Case 24-11217-BLS Doc 631 Filed 10/15/24 Page 4 of 4
Dated: October 15, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Patrick J. Reilley, Esq. (DE Bar No. 4451) KIRKLAND & ELLIS INTERNATIONAL LLP
500 Delaware Avenue, Suite 1410 Joshua A. Sussberg, P.C. (admitted pro hac vice)
Wilmington, Delaware 19801 601 Lexington Ave
Telephone: (302) 652-3131 New York, New York 10022
Facsimile: (302) 652-3117 Telephone: (212) 446-4800
Email: preilley@coleschotz.com Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
- and -
- and -
Michael D. Sirota, Esq. (admitted pro hac vice)
Warren A. Usatine, Esq (admitted pro hac vice) Spencer A. Winters, P.C. (admitted pro hac vice)
Court Plaza North, 25 Main Street Yusuf U. Salloum (admitted pro hac vice)
Hackensack, New Jersey 07601 333 West Wolf Point Plaza
Telephone: (201) 489-3000 Chicago, Illinois 60654
Facsimile: (201) 489-1536 Telephone: (312) 862-2000
Email: msirota@coleschotz.com Facsimile: (312) 862-2200
wusatine@coleschotz.com Email: spencer.winters@kirkland.com
yusuf.salloum@kirkland.com
Co-Counsel to the Debtors Co-Counsel to the Debtors
and Debtors in Possession and Debtors in Possession
4
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