In re Vyaire Medical — Proof of Publication (The New York Times, July 15, 2024)
- Date
- 2024-07-15
Summary
A Proof of Publication filed July 15, 2024 as Doc 257 in Case 24-11217-BLS, signed by a Principal Clerk of the Publisher of The New York Times. The certificate states that the annexed advertisement was published in the editions of The New York Times on 7/15/2024, NY & NATL, B3. The attached newspaper page carries a Notice of Sale by Auction, Sale Hearing, and Designation of Stalking Horse Bidder in In re iSun, Inc., et al., Case No. 24-11144 (TMH), in the United States Bankruptcy Court for the District of Delaware. That notice states that the debtors filed a sale motion on June 7, 2024 at Docket No. 65, that the court approved bid procedures by an order entered July 10, 2024 at Docket No. 183, and that Clean Royalties, LLC has been designated as the Stalking Horse Bidder. The document is 2 pages.
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Case 24-11217-BLS Doc 257 Filed 07/15/24 Page 1 of 2
620 8th Avenue
PROOF OF PUBLICATION
New York, NY 10018
nytimes.com
July 15, 2024
I, Tami Bacon, in my capacity as a Principal Clerk of the Publisher of
The New York Times, a daily newspaper of general circulation printed
and published in the City, County, and State of New York, hereby
certify that the advertisement annexed hereto was published in the
editions of The New York Times on the following date or dates, to wit
on.
7/15/2024, NY & NATL, B3
Digitally signed
by John McGill
Date: 2024.07.15
14:23:15 -04'00'
Case 24-11217-BLS Doc 257 Filed 07/15/24 Page 2 of 2
CMYK Nxxx,2024-07-15,B,003,Bs-BW,E1
THE NEW YORK TIMES BUSINESS MONDAY, JULY 15, 2024 N B3
TECHNOLOGY | RETAIL
Google Readies a $23 Billion Deal for Wiz Despite Antitrust Scrutiny
By NICO GRANT deal at roughly $23 billion, said Department in two separate an- eo game company Activision. be unusual for Google, which has sought to make cybersecurity a
and LAUREN HIRSCH one of the people, easily making it titrust cases, one targeting its For years, Google executives been cautious about large acquisi- distinguishing strength of his divi-
SAN FRANCISCO — Google, Google’s most expensive acquisi- ubiquitous search engine and an- have focused on making money tions. Less than two years after sion, and Wiz would go a long way
which became one of the world’s tion and nearly double what the other seeking to break up its dig- outside of online advertising, but buying Motorola for $12.5 billion, to helping with that. The start-up
the most valuable companies company paid for Motorola Mobil- ital advertising-technology busi- Google search, YouTube and its Google sold it to the computer tries to help corporate customers,
through its search engine and ity in 2012. ness. A verdict in the search case other platforms still bring in maker Lenovo — at a loss. More including BMW, Slack and Mor-
other consumer internet services, While a deal looks likely, talks is expected this summer. three-quarters of Google’s reve- recently, in 2021, Google paid $2.1 gan Stanley, reduce security
is nearing its largest-ever acquisi- could still fall apart, the people Regulators under President Bi- billion for the fitness tracker com- threats when they use cloud-com-
tion to improve what it can offer to said. den have taken a hard line against pany Fitbit, a deal that also faced puting services.
business customers. Google and Wiz did not respond acquisitions by all the tech giants Cybersecurity start-up regulatory scrutiny before it was Wiz, which was founded in Is-
to requests for comment. The Wall and corporate consolidation in approved. rael in 2020 and is now headquar-
Google is in talks to buy Wiz, a
New York-based cybersecurity Street Journal earlier reported general. It blocked deals such as may become a tech Google has made a number of tered in New York, said in May it
start-up, according to three peo- that the companies were dis-
cussing a deal.
the publishing giant Penguin Ran-
dom House’s $2.18 billion acquisi-
giant’s costliest buy. acquisitions to improve what it
can offer to cloud computing
had raised $1 billion in funding
and was now valued at $12 billion.
ple with knowledge of the discus-
Google has moved forward with tion of rival Simon & Schuster and customers. In 2022, it bought The company has grown rapidly.
sions, who were not authorized to
negotiations despite the possibil- JetBlue’s $3.8 billion acquisition of nue. Buying Wiz would not move Mandiant, a cybersecurity com- Earlier this year, it said it had $350
discuss them. Wiz was last valued
ity that regulators might try to Spirit Airlines. Amazon aban- the needle overnight, but would pany, for $5.4 billion. The same million in annual recurring reve-
at $12 billion.
block the deal. But the company doned its $1.7 billion acquisition of forge a connection between year, it bought Siemplify, another nue, up from $100 million two
The companies have valued the
may be willing to fight to beef up iRobot following pushback from Google Cloud and companies that cybersecurity firm. years earlier.
its cloud-computing division, European and U.S. regulators. use Wiz to safeguard data held in Thomas Kurian, the chief exec- Wiz’s investors include An-
Nico Grant reported from San Fran- which lags behind Amazon Web And the Federal Trade Commis- AWS, Azure and other cloud com- utive of Google Cloud, has led the dreessen Horowitz, Lightspeed
cisco, and Lauren Hirsch from New Services and Microsoft Azure. sion unsuccessfully sued to block puting systems. push to buy Wiz, one of the people Venture Partners and Thrive Cap-
York. Google was sued by the Justice Microsoft’s acquisition of the vid- Such a splashy purchase would familiar with the talks said. He has ital.
Ammo Vending Machines
The Texas-based American Rounds
has put six machines in stores so far,
in Texas, Alabama and Oklahoma,
Installed in Several Stores
with two more soon to come.
theft in stores. But even if those
By AMANDA HOLPUCH Gun ammunition can be pur- things were proven, he said, the
A Texas-based company has chased in stores and online. Under machines did not belong in gro-
started making vending machines federal law, people must be at cery stores.
for gun ammunition, arguing that least 18 to buy ammunition for “It’s not addressing the funda-
this is the safest way to sell it. shotguns and rifles. To buy ammu- mental problem, even while it’s
The company, American nition for other types of guns, peo- purporting to solve some of the
Rounds, has already had six of ple must be at least 21. Some problems,” Mr. Suplina said.
states and local governments Everytown wants ammunition
those machines installed at gro-
have stricter requirements, such to be sold only by licensed dealers
cery stores in Texas, Alabama and
as requiring licenses for ammuni- and for purchasers to be subject to
Oklahoma. Two more are set to be
tion purchases. The American a background check. Some people
installed by the end of the month
Rounds machines require buyers are not allowed to possess ammu-
in Texas and Colorado, said Grant
to be at least 21 for all types of am- nition, such as those who have
Magers, the chief executive of
munition purchases. been convicted of a felony or who
American Rounds.
There are problems with am- are under a domestic restraining
“Our ammo is not accessible sit- munition theft from stores and order, but sellers, whether it’s in-
with people using fake or stolen person, online or by vending ma-
identification to purchase it on- chine, aren’t required to check for
A way to curb theft line. The Delaware attorney gen- those things under federal law.
of ammunition, the eral is investigating Cabela’s, the Some states, including California
outdoor recreation chain, because and New York, have stricter laws.
manufacturer says. investigators believe that 500,000
AMERICAN ROUNDS, VIA ASSOCIATED PRESS
American Rounds said on its
rounds of ammunition were shop- website that the vending ma-
lifted in less than a year from a chines made ammunition pur-
ting on a shelf, and we are the only One machine was removed chines, combined with other re- stalling them in stores without in-
store in Christiana. A 17-year-old chases more convenient, but Mr.
company that absolutely, 100 per- from a grocery store in cent efforts to roll back gun regu- put from stakeholders, including
who killed 10 students and teach- Suplina said that convenience was
cent requires an I.D. verification,” Tuscaloosa, Ala., earlier this lations, seemed to be a part of a legislators, law enforcement and
ers at Santa Fe High School in not a hurdle for people looking to
Mr. Magers said. He also noted month after questions about it push toward changing norms. Second Amendment supporters.
Texas in 2018 had bought ammu- buy ammunition. An Everytown
that most customers purchased were raised at a City Council “That roll back is kind of sym- Nick Suplina, the senior vice
nition online. report found that there were
only one or two boxes of rounds. meeting, according to Tuscaloosa bolizing more of a normalization president for law and policy at Ev-
Mr. Magers said that people nearly 78,000 licensed gun deal-
Gun control advocates said that Thread, a local news site. The or a relaxation toward guns and erytown for Gun Safety, a group ers in the United States in 2022,
who want to purchase ammuni-
ammunition should not be so easi- store told the news site that the ammunition in everyday life,” Dr. that campaigns for tighter gun which is twice the number of post
tion with malicious intent are
ly accessible and that the prob- machine was removed because of Semenza said. control, said that if the vending offices.
more likely to buy ammunition
lems that the vending machine’s poor sales. Joshua Horwitz, the co-director machine’s age verification tech-
from somewhere where they can “In Paris, a few euros will get
makers claim to combat — includ- Dan Semenza, the director of in- of the Johns Hopkins Center for nology worked well and the ma-
pay cash, not have their identifica- you a freshly baked baguette from
ing ammunition theft from stores Gun Violence Solutions, also said chines were impervious to theft, it
tion checked or buy thousands of terpersonal violence research at a vending machine, and in Tokyo,
and underage ammunition pur- that there were too many un- could be helpful for addressing is-
rounds without scrutiny. the New Jersey Gun Violence Re- it’s ramen,” Mr. Suplina said. “In
chases — would be better ad- sues such as underage people
“Are they more likely to do that,” search Center, said that there is knowns about how the machines the gun industry’s America, it’s
dressed through stricter regula-
Mr. Magers said, “Or are they something lost when ammunition could affect public safety to be in- buying ammunition online and ammo.”
tions.
more likely to come to one of our is sold by a machine, instead of a
To use the vending machines,
stores where it’s under surveil- person who might notice that a
customers follow a touch screen
lance?” buyer is in crisis. He also said that
and select from a menu whether
The first American Rounds ma- claims about the vending ma- IN THE UNITED STATES BANKRUPTCY COURT
they want rounds for a handgun,
chine was installed at a Fresh Val- chine’s technology needed a third- FOR THE DISTRICT OF DELAWARE
rifle or shotgun, and then choose
ue grocery store in Pell City, Ala., party evaluation. In re: Chapter 11
which specific type of ammunition
they would like. Once a buyer has in November 2023, Mr. Magers When Dr. Semenza first read iSun, Inc., et al.,1 Case No. 24-11144 (TMH)
selected what they want, they put said. He said the company had about the machines, he said, he Debtors. (Jointly Administered)
since heard from a hair salon, asked himself “why?” because it RE: D.I. 65 and 183
their ID card in a scanner and
then a camera on the machine cowboy boot store and hardware didn’t seem like they addressed NOTICE OF SALE BY AUCTION, SALE HEARING, AND DESIGNATION OF STALKING HORSE BIDDER
takes pictures of their face to val- store that were interested in get- any existing problems in ammuni- PLEASE TAKE NOTICE that on June 7, 2024, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion For Entry Of Orders (A) (I)
Approving Bid Procedures In Connection With The Sale Of Substantially All Of The Debtors’ Assets, (II) Scheduling An Auction And A Sale Hearing, (III) Approving The Form And Manner Of
idate their identity and show that ting a machine. tion sales. He said that the ma- Notice Thereof, (IV) Authorizing The Debtors To Enter Into The Stalking Horse Agreement, (V) Approving Procedures For The Assumption And Assignment Of Contracts And Leases, And (VI)
they are at least 21. Mr. Magers Granting Related Relief; And (B) (I) Approving The Purchase Agreement; (II)) Approving The Sale Of Substantially All Of The Debtors’ Assets Free And Clear; (III) Approving The Assumption
And Assignment Of Contracts And Leases; And (IV) Granting Related Relief [Docket No. 65] (the “Motion”)2 with the United States Bankruptcy Court for the District of Delaware (the “Court”)
said that customer data was not seeking, among other things, entry of an order (the “Sale Order”) authorizing and approving: (a) the sale of substantially all of the Debtor’s assets (the “Assets”) free and clear of liens,
stored, shared or sold. Ammuni- claims, encumbrances, and other interests, with all such liens, claims, encumbrances, and other interests attaching with the same validity and priority to the sale proceeds, subject to
tion can be purchased only with a higher or otherwise better offers (the “Sale”); and (b) authorizing the assumption and assignment of executory contracts (collectively, the “Contracts”). Please note that all capitalized
terms used but not defined herein shall have the meanings set forth in the Motion.
card; the kiosk does not accept
1
The Debtors in these Chapter 11 cases, along with the last four (4) digits of their federal tax identification numbers, are: (i) iSun, Inc. (“iSun”) (0172) (ii) Hudson Solar Service, LLC (“Hudson”) (1635); (iii)
cash. Hudson Valley Clean Energy, Inc. (“Hudson Valley”) (8214); (iv) iSun Corporate, LLC (“iSun Corporate”) (4391); (v) iSun Energy, LLC (“iSun Energy”) (1676); (vi) iSun Industrial, LLC (“iSun Industrial”) (4333);
Mr. Magers said that this was (vii) iSun Residential, Inc. (“iSun Residential”) (3525); (viii) iSun Utility, LLC (“iSun Utility”) (4411) ; (ix) Liberty Electric, Inc. (“Liberty”) (8485); (x) Peck Electric Co. (“Peck”) (5229); (xi) SolarCommunities
, Inc. (“SolarCommunities”) (7316); and (xii) Sun CSA 36, LLC (“Sun CSA”) (7316); (collectively referred to as the “Debtors”). The Debtors’ mailing address is: 400 Avenue D, Suite 10 Williston, Vermont
the most secure way to sell ammu- 05495, with copies to Gellert Seitz Busenkell & Brown LLC, Attn: Michael Busenkell, 1201 N. Orange Street, Suite 300, Wilmington, DE 19801.
nition. “We are pro-Second 2
Capitalized terms not otherwise defined herein shall have the same meaning as in the Motion.
Amendment, but we are also very
PLEASE TAKE FURTHER NOTICE that the Debtors are soliciting offers for the purchase of the Assets of the Debtors consistent with the Bid Procedures (the “Bid Procedures”) approved by
much in favor and in support of re- the Court by entry of an order on July 10, 2024 [Docket No. 183] (the “Bid Procedures Order”). All interested bidders should carefully read the Bid Procedures and Bid Procedures
sponsible gun owners,” Mr. Order. To the extent that there are any inconsistencies between this notice and the Bid Procedures or Bid Procedures Order, the Bid Procedures or Bid Procedures Order, as applicable,
Magers said. shall govern in all respects.
PLEASE TAKE FURTHER NOTICE that, pursuant to the Bid Procedures Order, Clean Royalties, LLC (“Clean Royalties”) has been designated as the Stalking Horse Bidder pursuant to the
Stalking Horse Agreement, dated as of July 9, 2024 (the “Stalking Horse Agreement”).
PLEASE TAKE FURTHER NOTICE that the Stalking Horse Agreement seeks approval of the sale of substantially all of Debtors’ assets to Clean Royalties LLC for a cash purchase price of
$10,000,000, plus the assumption of material liabilities (the “Stalking Horse Bid”).
PLEASE TAKE FURTHER NOTICE that, if the Debtors receive qualified competing bids within the requirements and time frame specified by the Bid Procedures, the Debtors will conduct an
auction (the “Auction”) of the Assets on July 24, 2024, at 10:00 a.m. (ET) at the offices of Gellert Seitz Busenkell & Brown, LLC, 1201 N. Orange St., 3rd Floor, Wilmington, DE 19801 (or
at any other location as the Debtors may hereafter designate on proper notice). The auction will also be held by Zoom.
PLEASE TAKE FURTHER NOTICE that the Debtors will seek approval of the Sale at a hearing scheduled to commence on or before July 30, 2024 at 2:00 p.m._(ET) (the “Sale Hearing”)
before the Honorable Thomas M. Horan, United States Bankruptcy Judge for the Bankruptcy Court for the District of Delaware, at Courtroom No. 6, 5th Floor, 824 N. Market St., Wilmington,
DE 19801.
PLEASE TAKE FURTHER NOTICE that, except as otherwise set forth in the Bid Procedures Order with respect to any objections to proposed cure amounts or the assumption and assignment
of Contracts, objections to the relief requested in the Motion must: (a) be in writing; (b) conform to the applicable provisions of the Bankruptcy Rules and the Local Rules; (c) state with
particularity the legal and factual basis for the objection and the specific grounds therefor; and (d) be filed with the Court and served so as to be actually received by 4:00 p.m. (ET) on or
before July 23, 2024, by the following parties (the “Notice Parties”):
Counsel to the Debtors Counsel for the Committee
Gellert Seitz Busenkell & Brown, LLC Benesch Friedlander Coplan & Aronoff LLP,
1201 N. Orange St. 1313 North Market Street, Suite 1201,
3rd Floor Wilmington, DE 19801 6101,
Wilmington, Delaware 19801 Attn: Jennifer Hoover / jhoover@beneschlaw.com
Attn: Michael Busenkell Kevin Capuzzi / kcapuzzi@beneschlaw.com
mbusenkell@gsbblaw.com and
Seward & Kissel LLP,
One Battery Park Plaza,
New York, NY 10004,
Attn: Robert J. Gayda / gayda@sewkis.com
Catherine V. LoTempio / lotempio@sewkis.com
Counsel to the DIP Lender The United States Trustee
Young Conaway Stargatt & Taylor, LLP Office of the United States Trustee for the District of Delaware
Rodney Square, 1000 North King Street J. Caleb Boggs Building
Wilmington, Delaware 19801 844 King Street
Attn: Ryan M. Bartley Suite 2207
RBartley@ycst.com Lockbox 35
Wilmington, Delaware 19801
Attn: Timothy J. Fox Esq.
CONSEQUENCES OF FAILING TO TIMELY MAKE AN OBJECTION
ANY PARTY OR ENTITY WHO FAILS TO TIMELY MAKE AN OBJECTION TO THE SALE ON OR BEFORE THE SALE OBJECTION DEADLINE IN ACCORDANCE WITH THE BID PROCEDURES ORDER
MAY BE FOREVER BARRED FROM ASSERTING ANY OBJECTION TO THE SALE, INCLUDING WITH RESPECT TO THE TRANSFER OF THE DEBTOR’S ASSETS FREE AND CLEAR OF ALL LIENS,
CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS, EXCEPT AS SET FORTH IN THE APPLICABLE PURCHASE AGREEMENT.
PLEASE TAKE FURTHER NOTICE that copies of the Sale Motion, Bid Procedures, and Bid Procedures Order, as well as all related exhibits, including the proposed Sale Order, and additional
information are available: (a) upon request to Debtors’ counsel or (b) for a fee via PACER by visiting https://ecf.deb.uscourts.gov/
Dated: July 10, 2024 GELLERT SEITZ BUSENKELL & BROWN, LLC
/s/ Michael Busenkell
Michael Busenkell (DE 3933)
Amy D. Brown (DE 4077)
Michael Van Gorder (DE 6214)
1201 North Orange Street, Suite 300
Wilmington, Delaware 19801
Telephone: (302) 425-5812
Facsimile: (302) 425-5814
Email: mbusenkell@gsbblaw.com
abrown@gsbblaw.com
mvangorder@gsbblaw.com
Counsel to the Debtors and Debtors-in- Possession
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