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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
_____________________________________
In Re:
VYAIRE MEDICAL, INC., et al.,
Debtors.
_____________________________________
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Chapter 11
Case No. 24-11217 (BLS)
(Jointly Administered)
Related to Docket No. 256
Obj. Deadline: 7/25/24 at 4:00 p.m. EST
Hearing Date: TBD
LIMITED OBJECTION OF
GREATBATCH MEDICAL TO NOTICE TO CONTRACT PARTIES OF
POTENTIALLY ASSUMED AND ASSIGNED EXECUTORY CONTRACTS
AND UNEXPIRED LEASES AND PROCEDURES FOR THE
ASSUMPTION AND ASSIGNMENT OF ITS CONTRACT
COMES NOW, Greatbatch Medical (“Greatbatch”), by and through its undersigned counsel,
and hereby files this limited objection (the “Objection”) to the First Notice to Contract Parties of
Potentially Assumed and Assigned Executory Contracts and Unexpired Leases [Docket No. 256]
(the “Assumption Notice”) and the procedures for the Assumption and Assignment of the
Greatbatch contract. In support of the Objection, Greatbatch respectfully states as follows:
1.
Pursuant to the original Bid Procedures Order [Doc. No. 249] on July 11, 2024, the
Debtors filed the Assumption Notice setting for that its contractual obligations with Greatbatch may
be assumed and assigned to a potential buyer of the business(es).
2.
Greatbatch makes customized products for Vyaire Medical, Inc. and has outstanding
purchase orders for which Greatbatch has already received and/or ordered all raw materials and has
commenced manufacture.
3.
On the Assumption Notice, the Debtors identify an executory contract between
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Greatbatch Medical and Vyaire Medical, Inc. that may be assumed and assigned to a Successful
Bidder in connection with a Sale Transaction and the proposed Cure Amount with respect to the
same:
Row #
Unique Vendor Name
Debtor Entity
Description
Cure
Amount
2858
Greatbatch Ltd.
Vyaire Medical, Inc.
Greatbatch Ltd. 2020-05-11 CDA
$0.00
4.
The executory contract is documented by the 25 Purchase Orders, all of which are
subject to the same specialty goods purchase terms.
5.
The Debtor’s present contractual liability to Greatbatch is $2,579,488.00 USD, plus
potential obligations if any part of any Purchase Order is not accepted for delivery when ready and
paid for.
OBJECTION
6.
Greatbatch objects to any portion of a proposed sale transaction to the extent that the
Debtors seek to assume and assign or otherwise transfer any portion of the Purchase Order rights and
obligations unless the full cure is paid. Furthermore, Greatbatch reserves its right to assess, which is
not clearly spelled out in the proposed procedures for assumption and assignment, whether it is
adequately protected that the successful bidder will be able to fully perform Vyaire Medical, Inc.’s
obligations on these outstanding orders.
7.
The Court cannot alter the terms of executory contracts, unless agreed to by the
parties, but must instead enforce them as written. See, e.g., Wilson v. Career Educ. Corp., 729 F.3d
665, 679 (7th Cir. 2013) ( courts may not rewrite a contract to suit one of the parties ); In re Coupon
Clearing Serv., Inc., 113 F.3d 1091 (9th Cir. 1997) (noting that a debtor’s estate has “no greater
rights in property than those held by the debtor prior to the bankruptcy”); The Court cannot alter,
change or modify the existing terms of a contract or add new terms or conditions to which the parties
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do not appear to have assented, write into the contract something which the parties have omitted or
take away something which the parties have included. See Trustmark Ins. Co. v. Transamerica
Occidental Life Ins. Co., 484 F. Supp. 2d 850, 853 (N.D. Ill. 2007) and In re Enterprise Lighting Inc.,
1994 Bankr. LEXIS 1307 at *7 (Bankr. E.D. Va. Jan. 21, 1994).
8.
Furthermore, pursuant to section 365(f)(2) of the Bankruptcy Code, any assignee of a
contract must provide adequate assurance of future performance. That has not yet been presented.
9.
The proposed buyer has not been identified, and the Debtors have not supplied, any
information to determine if any successful bidder would be capable of providing adequate assurance
of future performance and whether any successful bidder would satisfy the Greatbatch’s credit
criteria.
10.
Thus, Greatbatch reserves the right to assess whether any successful bidder would
satisfy those criteria.
WHEREFORE, Greatbatch Medical accordingly submits this limited objection to the
Assumption Notice as to the cure amount listed and reserves its rights to assert any additional
objections to the proposed assignee.
CAROTHERS &
HAUSWIRTH LLP
Dated: July 24, 2024
By: /s/ Gregory W. Hauswirth
Patrick W. Carothers
Gregory W. Hauswirth (DE Bar No. 5679)
1007 N. Orange Street, 4th Floor
Wilmington, DE 19801
Telephone: 302.332.7181
Facsimile: 412.910.7510
ghauswirth@ch-legal.com
-and-
/s/ Lyndel Anne Vargas
Lyndel Anne Vargas
Texas State Bar No. 24058913
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CAVAZOS HENDRICKS
POIROT, P.C.
Suite 570, Founders
Square 900 Jackson
Street
Dallas, TX 75202
Phone: (214) 573-7344
Fax: (214) 573-7399
Email: LVargas@chfirm.com
PENDING PRO HAC VICE
ATTORNEYS FOR INTEGER
HOLDINGS CORPORATION and
GREATBATCH MEDICAL
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CERTIFICATE OF SERVICE
The undersigned certifies that on July 24, 2024, a true and correct copy of the foregoing
document was served via the Court’s Electronic Case Filing (ECF) system on all parties registered to
receive electronic notices in this case, and also upon the parties listed below via electronic mail.
/s/ Gregory W. Hauswirth
Gregory W. Hauswirth (DE 5679)
Joshua A. Sussberg, P.C.
Chris Ceresa, Esq.
Spencer A. Winters, P.C.
Yusuf U. Salloum, Esq.
Rebecca Marston, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS
INTERNATIONAL LLP
joshua.sussberg@kirkland.com
chris.ceresa@kirkland.com
spencer.winters@kirkland.com
yusuf.salloum@kirkland.com
rebecca.marston@kirkland.com
Michael Schlappig
Jaimie Baird
Dylan Friesner
PJT PARTNERS LP
schlappig@pjtpartners.com
baird@pjtpartners.com
friesner@pjtpartners.com
Laura Davis Jones, Esq.
PACHULSKI STANG ZIEHL & JONES
LLP
ljones@pszjlaw.com
Benjamin A. Hackman
U.S. TRUSTEE
benjamin.a.hackman@usdoj.gov
Patrick J. Reilley, Esq.
Michael E. Fitzpatrick, Esq.
Jack M. Dougherty, Esq.
Michael D. Sirota, Esq.
Warren A. Usatine, Esq
COLE SCHOTZ P.C.
preilley@coleschotz.com
mfitzpatrick@coleschotz.com
jdougherty@coleschotz.com
msirota@coleschotz.com
wusatine@coleschotz.com
Scott J. Greenberg, Esq.
Jason Zachary Goldstein, Esq.
Joshua Brody, Esq.
Kevin Liang, Esq.
GIBSON, DUNN & CRUTCHER LLP
sgreenberg@gibsondunn.com
jgoldstein@gibsondunn.com
jbrody@gibsondunn.com
kliang@gibsondunn.com
Darren Azman, Esq.
Kristin Going, Esq.
David Hurst, Esq.
Maris Kandestin, Esq.
MCDERMOTT WILL & EMERY LLP
dazman@mwe.com
kgoing@mwe.com
dhurst@mwe.com
mkandestin@mwe.com
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