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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
VYAIRE MEDICAL, INC., et al.,1
Debtors.
Chapter 11
Case No. 24-11217 (BLS)
(Jointly Administered)
Objection Deadline: Oct. 30, 2024 at 4:00 p.m. (ET)
SECOND MONTHLY APPLICATION OF BERKELEY RESEARCH GROUP, LLC FOR
COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF
EXPENSES INCURRED AS FINANCIAL ADVISOR TO THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS DURING THE PERIOD
FROM AUGUST 1, 2024 THROUGH AUGUST 31, 2024
Name of Applicant:
Berkeley Research Group LLC (“BRG”)
Authorized to Provide Professional
Services to:
The Official Committee of Unsecured Creditors
(“the Committee”)
Date of Retention:
July 30, 2024 effective as of June 28, 2024
Period for which Compensation and
reimbursement is sought:
August 1, 2024 through August 31, 2024
Amount of compensation sought as actual,
reasonable, and necessary:
$290,500.80 (80% of $363,126.00)
Amount of expense reimbursement sought
as actual, reasonable, and necessary:
$0.00
This is an:
X monthly interim
final application
The total time expended for fee application preparation is approximately 17.2 hours and the
corresponding compensation requested is approximately $5,456.00.
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 612 Filed 10/09/24 Page 1 of 17
Attachment A - Prior Applications Filed:
Total Unpaid
Dt Filed
Dkt No
Period
Fees
Expenses
CNO/ Order
Fees
Expenses
Fees and
Expenses
9/13/2024
Dkt No. 524
6/28/2024-
7/31/2024
572,627.00
$
-
$
TBD
-
$
-
$
572,627.00
$
Total
572,627.00
$
-
$
-
$
-
$
572,627.00
$
Application
Requested
Paid to Date
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 2 of 17
Berkeley Research Group, LLC
For the Period 8/1/2024 through 8/31/2024
In re: Vyaire Medical, Inc., et al.
Attachment B: Fees By Professional
Professional
Hours
Fees
Title
Billing Rate
D. Galfus
42.1
$55,782.50
Managing Director
$1,325.00
E. Buthusiem
12.3
$14,760.00
Managing Director
$1,200.00
R. Zaidman
108.3
$118,588.50
Managing Director
$1,095.00
K. McColgan
18.7
$19,635.00
Director
$1,050.00
R. Cohen
82.4
$70,040.00
Senior Managing Consultant
$850.00
R. Muruganandam
1.0
$650.00
Senior Associate
$650.00
A. Kashanirokh
112.1
$47,082.00
Associate
$420.00
J. Rogala
68.4
$32,832.00
Associate
$480.00
M. Haverkamp
4.4
$1,650.00
Case Manager
$375.00
E. Degnan
10.8
$2,106.00
Case Assistant
$195.00
460.5
Total
$363,126.00
Blended Rate
$788.55
Berkeley Research Group, LLC
Invoice for the 8/1/2024 - 8/31/2024 Period
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 3 of 17
Berkeley Research Group, LLC
For the Period 8/1/2024 through 8/31/2024
In re: Vyaire Medical, Inc., et al.
Attachment C: Fees By Task Code
Task Code
Hours
Fees
01. Asset Acquisition/ Disposition
164.2
$152,463.50
05. Professional Retention/ Fee Application Preparation
15.2
$3,756.00
06. Attend Hearings/ Related Activities
9.7
$10,030.00
07. Interaction/ Meetings with Debtors/ Counsel
2.6
$3,123.00
08. Interaction/ Meetings with Creditors/ Counsel
14.2
$16,482.00
11. Claim Analysis/ Accounting
16.5
$8,745.00
17. Analysis of Historical Results
37.5
$20,155.00
18. Operating and Other Reports
13.7
$8,735.50
19. Cash Flow/Cash Management/ Liquidity
116.5
$89,655.00
25. Litigation
70.4
$49,981.00
460.5
Total
$363,126.00
Blended Rate
$788.55
Berkeley Research Group, LLC
Invoice for the 8/1/2024 - 8/31/2024 Period
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 4 of 17
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
VYAIRE MEDICAL, INC., et al.,1
Debtors.
Chapter 11
Case No. 24-11217 (BLS)
(Jointly Administered)
Objection Deadline: Oct. 30, 2024 at 4:00 p.m. (ET)
SECOND MONTHLY APPLICATION OF BERKELEY RESEARCH GROUP, LLC FOR
COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF
EXPENSES INCURRED AS FINANCIAL ADVISOR TO THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS DURING THE PERIOD
FROM AUGUST 1, 2024 THROUGH AUGUST 31, 2024
Berkeley Research Group, LLC (“BRG”) as financial advisor to the Official Committee of
Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”), hereby submits its second monthly fee application (the
“Application”) for an order pursuant to sections 105(a), 330 and 331 chapter 11 of title 11 of the
United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy Rules”), Rule 2016-2 of the Local Rules of Bankruptcy Practice and
Procedure for the United States Bankruptcy Court of the District of Delaware (the “Local Rules”),
the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses
for Retained Professionals and (II) Grating Related Relief (the “Interim Compensation Order”),
[Dkt. No. 218] entered July 9, 2024, and the United States Trustee’s Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. § 330,
effective January 30, 1996 (the “U.S. Trustee Guidelines”) seeking (a) the allowance of reasonable
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 612 Filed 10/09/24 Page 5 of 17
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compensation for professional services rendered by BRG to the Committee during the period
August 1, 2024 through August 31, 2024 (the “Fee Period”) and (b) reimbursement of actual and
necessary charges and disbursements incurred by BRG during the Fee Period in the rendition of
required professional services on behalf of the Committee. In support of this Application, BRG
represents as follows:
JURISDICTION
1.
The United States Bankruptcy Court for the District of Delaware (the “Court’) has
jurisdiction over this Motion under 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order
of Reference from the United States District Court for the District of Delaware, dated February
29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. §157(b)(2)(A) and the
Committee confirms their consent pursuant to Local Rule 9013-l(f) to the entry of a final order by
the Court in connection with this Application to the extent that it is later determined that the Court,
absent consent of the parties, cannot enter final orders or judgments in connection herewith
consistent with Article III of the United States Constitution. Venue is proper in this judicial district
pursuant to 28 U.S.C. §§ 1408 and 1409.
2.
The statutory bases for the relief requested herein are sections 105(a), 330 and 331
of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-2.
BACKGROUND
3.
On June 9, 2024 (the “Petition Date”), each of the Debtors filed a voluntary petition
for relief under chapter 11 of the Bankruptcy Code (the “Cases”) with the Court. The Debtors are
authorized to continue to operate their businesses and manage their properties as debtors-in-
possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner
has been appointed in these Chapter 11 Cases.
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 6 of 17
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4.
The Cases are being jointly administered pursuant to Bankruptcy Rule 1015(b) and
the Court’s Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting
Related Relief [Docket No. 84], entered on June 11, 2024.
5.
On June 26, 2024 (the “Formation Date”), the Office of the United States Trustee
for the District of Delaware (the “U.S. Trustee”) appointed the Committee. The Committee is
presently comprised of the following members: (i) Sunmed Group Holdings, LLC (d/b/a AirLife);
(ii) Zensar Technologies Inc.; (iii) Cognizant Worldwide Ltd.; (iv) Presido; (v) Vizient, Inc.; (vi)
David M. Lewis Company; and (vii) Data Modul, Inc.
6.
On June 28, 2024, the Committee selected BRG to serve as its financial advisor.
The Committee also selected McDermott Will & Emery LLP (“MWE” or “Counsel”) to serve as
its counsel. On July 30, 2024, the Court entered an order [Docket No. 332] approving BRG’s
retention effective as of June 28, 2024.
FEE PROCEDURES ORDER
7.
On July 9, 2024, this Court signed the Interim Compensation Order. Pursuant to the
Interim Compensation Order, on or after the twenty first (21st) day of each month (the “Fee Filing
Period”) following the month for which compensation and reimbursement is sought (the
“Compensation Period”), each Professional seeking interim compensation may file with the Court
a monthly application (each a “Monthly Fee Application”) pursuant to section 331 of the
Bankruptcy Code for interim approval and allowance of compensation for services rendered and
reimbursement of expenses during the Compensation Period. Each Notice Party shall have twenty
one (21) days after service of a Monthly Fee Application to review the Monthly Fee Application
(the “Review Period”) and serve a written notice of objection (a “Notice of Objection”).
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 7 of 17
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SUMMARY OF SERVICES RENDERED
8.
BRG is a global strategic advisory and expert consulting firm that provides
independent expert testimony, litigation and regulatory support, authoritative studies, strategic
advice, and document and data analytics to major law firms, Fortune 500 corporations, government
agencies, and regulatory bodies around the world. BRG has a wealth of experience in providing
financial consulting in distressed scenarios and enjoys an excellent reputation for services it has
rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the
United States.
9.
Since being retained by the Committee, BRG has rendered professional services to
the Committee as requested and as necessary and appropriate in furtherance of the interests of the
unsecured creditors of the Debtors’ estates. BRG respectfully submits that the professional services
that it rendered on behalf of the Committee were necessary and have directly benefited the creditor
constituents represented by the Committee and have contributed to the effective administration of
these Cases.
10.
BRG submits that the interim fees applied for herein for professional services
rendered in performing services for the Committee in this proceeding are fair and reasonable in
view of the time spent, the extent of work performed, the nature of the Debtors’ capitalization
structure and financial condition, the Debtors’ financial accounting resources and the results
obtained. BRG’s fees typically are based on the actual hours charged at BRG’s standard hourly
rates, which are in effect when the services are rendered.
11.
BRG expended an aggregate of 460.5 hours, all of which was expended by the
professional staff of BRG. The work involved, and thus the time expended, was carefully assigned
in light of the experience and expertise required for a particular task. Assigned staff was utilized
to optimize efficiencies and avoid redundant efforts.
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 8 of 17
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12.
BRG’s approach is to utilize senior, experienced personnel to create efficiencies in
time spent reviewing and minimize total cost. In addition, BRG’s hourly rates for professionals of
comparable experience are at or below those of firms we consider our peers. We believe that the
compensation in this Application is based on the customary compensation charged by comparably
skilled professionals in cases other than cases under Title 11.
13.
BRG believes that there has been no duplication of services between BRG and any
other consultants or accountants to the bankruptcy estate.
14.
No agreement or understanding exists between BRG and any other person for the
sharing of compensation received or to be received for services rendered in connection with the
chapter 11 cases, except for internal agreements among employees of BRG regarding the sharing
of revenue or compensation. Neither BRG nor any of its employees has entered into an agreement
or understanding to share compensation with any entity as described in Bankruptcy Rule 2016.
15.
BRG, in accordance with the Bankruptcy Rules and the Local Rules, will be
charging travel time at 50% of the time incurred. No travel time was incurred during the Fee
Period.
16.
BRG’s time records for the Fee Period are attached hereto as Exhibit A. These
records include daily time logs describing the time spent by each BRG professional and
administrative-level person in these Cases.
17.
BRG also maintains records of all actual and necessary out-of-pocket expenses
incurred in connection with the rendition of its professional services. At this time BRG is not
requesting reimbursement for any expenses incurred during the Fee Period but reserves the right
to request reimbursement therefor in the future.
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 9 of 17
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18.
The general summary of the services rendered by BRG during the Fee Period, based
on tasks and number of hours, is set forth below. Where more than one task code may apply to a
particular entry, BRG endeavored to select the most applicable.
Asset Acquisition/Disposition – Task Code 01
19.
Time charged to this task code relates to BRG’s evaluation of the sales process.
Specifically, BRG spent time (i) reviewing APAs for bidders for various business segments; (ii)
preparing analyses on bids received; (iii) reviewing bid summaries and value comparisons
provided by the Debtors and their advisors; (iv) analyzing financial impact of successful bids to
the Debtors’ estate, including assumed liabilities and cure costs, (v) reviewing the draft of the
Committee’s supplemental reservation of rights prepared by Counsel; (vi) reviewing the UCC’s
sale objection; (vii) evaluating transition services arrangements and related costs; (viii) preparing
sale process updates for the weekly UCC reports; (ix) reviewing diligence materials, Court filings,
and other various sale-related documents. BRG also spent time preparing for and attending the
multi-day auction for a certain business segment. Further time was spent meeting and
corresponding with Counsel and the Debtors’ professionals about the sale process, auction
developments, sale hearing issues, and next steps.
20.
BRG has expended 164.2 hours on this category for a fee of $152,463.50.
Professional Retention/ Fee Application Preparation – Task Code 05
21.
Time charged to this task code relates to time spent preparing BRG’s June/July
monthly fee application.
22.
BRG has expended 15.2 hours on this category for a fee of $3,756.00.
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 10 of 17
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Attended Hearings/ Related Activities – Task Code 06
23.
Time charged to this task code relates to time spent attending hearings and
conducting related activities. Specifically, time was spent preparing for and attending the sale
hearing.
24.
BRG has expended 9.7 hours on this category for a fee of $10,030.00.
Interactions/Meetings with Debtors/Debtors’ Counsel – Task Code 07
25.
Time charged to this task code relates to BRG’s participation in meetings and calls,
as well as correspondence with the Debtors’ professionals relating to case status and next steps
with respect to the sale process.
26.
BRG has expended 2.6 hours on this category for a fee of $3,123.00.
Interaction/Meetings with Creditors/Creditors’ Counsel – Task Code 08
27.
Time charged to this task code relates to BRG’s preparation for and participation
in meetings and calls with the Committee and other Committee professionals relating to case status
and next steps on matters. These matters include, but are not limited to, the sale process, DIP,
liquidity, case timeline, recent case developments, and various other case issues.
28.
BRG has expended 14.2 hours on this category for a fee of $16,482.00.
Claim Analysis – Task Code 11
29.
Time charged to this task code primarily relates to BRG’s review and analysis of
claims. Specifically, time was spent preparing a summary of unsecured claims, analyzing the
potential unsecured claims pool, and reviewing the latest claims register.
30.
BRG has expended 16.5 hours on this category for a fee of $8,745.00.
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 11 of 17
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Analysis of Historical Results – Task Code 17
31.
This task code primarily relates to BRG’s analysis of the Debtors’ and non Debtors’
historical financial information, including financial statements and other operating and financial
metrics. Specifically, time was spent preparing the non Debtor analysis presentation and reviewing
Debtor and non Debtor financials.
32.
BRG has expended 37.5 hours on this category for a fee of $20,155.00.
Operating and Other Reports – Task Code 18
33.
Time charged to this task code primarily relates to the preparation and revision of
periodic reports for the Committee on various topics including liquidity, the sale process, and other
case updates. Additional time was spent analyzing the Debtors’ July Monthly Operating Reports
and related financial statements.
34.
BRG has expended 13.7 hours on this category for a fee of $8,735.50.
Cash Flow/ Cash Management Liquidity – Task Code 19
35.
This task code relates to time spent by BRG reviewing and analyzing matters
impacting the Debtors’ cash management processes and overall liquidity. Specifically, time was
spent (i) analyzing the Debtors’ cash flow and liquidity forecast; (ii) analyzing the Debtors’ revised
liquidity forecast extended through expected sale closings, (iii) preparing the weekly liquidity
reports for the Committee; (iv) analyzing the Debtors’ wind down budget; and (v) reviewing
weekly variance reports. Time was also spent meeting and corresponding with Counsel and the
Debtors’ advisors about the same.
36.
BRG has expended 116.5 hours on this category for a fee of $89,655.00.
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 12 of 17
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Litigation – Task Code 25
37.
Time charged to this task code primarily relates to BRG’s efforts in support of
various ongoing litigation and investigation workstreams. Specifically, time was spent reviewing
discovery requests, preparing an index of documents in the diligence data room, analyzing
investigation-related documents, and participating in calls with Counsel about litigation and
investigation workstreams.
38.
BRG has expended 70.4 hours on this category for a fee of $49,981.00.
ACTUAL AND NECESSARY EXPENSES
39.
BRG incurred no actual out-of-pocket expenses in connection with the rendition of
the professional services to the Committee.
40.
Disbursements and expenses are incurred in accordance with BRG’s normal
practice of charging clients for expenses clearly related to and required by particular matters. Such
expenses are often incurred to enable BRG to devote time beyond normal office hours to matters,
which imposed extraordinary time demands. BRG endeavors to minimize these expenses to the
fullest extent possible.
41.
BRG’s billing rates do not include charges for photocopying, telephone and
facsimile charges, computerized research, travel expenses, “working meals,” secretarial overtime,
postage, and certain other office services, because the needs of each client for such services differ.
BRG believes that it is fairest to charge each client only for the services actually used in performing
services for such client. BRG endeavors to minimize these expenses to the fullest extent possible.
42.
In providing a reimbursable service such as copying or telephone, BRG does not
make a profit on that service. In charging for a particular service, BRG does not include in the
amount for which reimbursement is sought the amortization of the cost of any investment,
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 13 of 17
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equipment, or capital outlay. In seeking reimbursement for service which BRG justifiably
purchased or contracted for from a third party, BRG requests reimbursement only for the amount
billed to BRG by such third-party vendor and paid by BRG to that vendor.
NOTICE AND NO PRIOR APPLICATION
43.
Notice of this Application has been given to (a) the Debtors; (b) counsel to the
Debtors; (c) counsel to the 1L Ad Hoc Group and (d) the Office of the U.S. Trustee; (collectively,
the “Notice Parties”). In light of the nature of the relief requested herein, BRG submits that no
further or other notice is required.
44.
With respect to these amounts, as of the date of the Application, BRG has received
no payments, and no previous application for the relief sought herein has been made to this or any
other Court.
[Remainder of this page left intentionally blank]
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 14 of 17
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WHEREFORE, BRG respectfully requests: (a) that it be allowed on an interim basis (i)
fees in the amount of $363,126.00 for reasonable, actual and necessary services rendered by it on
behalf of the Committee during the Fee Period and (ii) reimbursement of $0.00 for reasonable,
actual and necessary expenses incurred during the Fee Period; (b) that the Debtors be authorized
and directed to immediately pay to BRG the amount of $290,500.80 which is equal to the sum of
80% of BRG’s fees and 100% of BRG’s expenses incurred during the Fee Period, and (c) and
granting such other and further relief as the Court may deem just and proper.
Dated: 10/9/2024
Saddle Brook, NJ
BERKELEY RESEARCH GROUP, LLC
/s/ David Galfus
David Galfus
Managing Director
250 Pehle Avenue, Suite 301
Saddle Brook, NJ 07663
(201) 587-7117
Financial Advisor to the Official Committee of
Unsecured Creditors
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 15 of 17
1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
VYAIRE MEDICAL, INC., et al.,1
Debtors.
Chapter 11
Case No. 24-11217 (BLS)
(Jointly Administered)
VERIFICATION
David Galfus, pursuant to 28 U.S.C. § 1746, declares as follows:
a)
I am a Managing Director at the applicant firm, Berkeley Research Group,
LLC (“BRG”), and am authorized to submit this verification on behalf of BRG.
b)
I have personally performed or supervised many of the professional services
rendered by BRG as financial advisor to the Official Committee of Unsecured Creditors (the
“Committee”) and am familiar with the work performed on behalf of the Committee by the
professionals and other persons in the firm.
c)
I have reviewed the foregoing Application and the facts set forth therein are
true and correct to the best of my knowledge, information, and belief.
d)
All services for which compensation is requested by BRG were professional
services performed for and on behalf of the Committee and not on behalf of any other person.
e)
I have reviewed the requirements of Local Rule 2016-2 and certify to the
best of my information, knowledge, and belief that this Application complies with Local Rule
2016-2.
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 612 Filed 10/09/24 Page 16 of 17
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f)
I certify under penalty of perjury that the foregoing is true and correct.
Executed on 10/9/2024
/s/ David Galfus
David Galfus
Case 24-11217-BLS Doc 612 Filed 10/09/24 Page 17 of 17