B21b321f 1 — Doc. 799

Date: 2024-07-30

Source document: B21b321f 1 — Doc. 799; document type: motion (monthly professional-fee application, 11 U.S.C. §§ 330, 331, Bankruptcy Rule 2016).

Full text

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: Dec. 16, 2024 at 4:00 p.m. (ET)

FOURTH 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 OCTOBER 1, 2024 THROUGH OCTOBER 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:
October 1, 2024 through October 31, 2024

Amount of compensation sought as actual,
reasonable, and necessary:
$293,612.80 (80% of $367,016.00)

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 27.9 hours and the
corresponding compensation requested is approximately $7,321.00.

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 799 Filed 11/25/24 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
$
-
$
10/10/2024
Dkt No. 617
458,101.60
$
-
$
114,525.40
$
10/9/2024
Dkt No. 612
8/1/2024-
8/31/2024
363,126.00

11/4/24
Dkt No. 704
290,500.80

72,625.20

10/16/2024
Dkt No. 633
First Interim
935,753.00

TBD
748,602.40

187,150.60

11/13/24
Dkt No. 735
9/1/2024-
9/30/2024
337,946.50

TBD
-

337,946.50

Total
1,273,699.50
$
-
$
748,602.40
$
-
$
525,097.10
$
Application
Requested
Paid to Date
Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 2 of 17

Berkeley Research Group, LLC
For the Period 10/1/2024 through 10/31/2024
In re: Vyaire Medical, Inc., et al.
Attachment B: Fees By Professional
Professional
Hours
Fees
Title
Billing Rate
D. Galfus
30.2
$40,015.00
Managing Director
$1,325.00
R. Zaidman
91.6
$100,302.00
Managing Director
$1,095.00
K. McColgan
7.6
$7,980.00
Director
$1,050.00
R. Cohen
57.0
$48,450.00
Senior Managing Consultant
$850.00
A. Kashanirokh
159.4
$66,948.00
Associate
$420.00
J. Rogala
200.0
$96,000.00
Associate
$480.00
M. Haverkamp
9.4
$3,525.00
Case Manager
$375.00
H. Henritzy
2.9
$754.00
Case Coordinator
$260.00
E. Degnan
15.6
$3,042.00
Case Assistant
$195.00
573.7
Total
$367,016.00
Blended Rate
$639.74
Berkeley Research Group, LLC
Invoice for the 10/1/2024 - 10/31/2024 Period
Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 3 of 17

Berkeley Research Group, LLC
For the Period 10/1/2024 through 10/31/2024
In re: Vyaire Medical, Inc., et al.
Attachment C: Fees By Task Code
Task Code
Hours
Fees
01. Asset Acquisition/ Disposition
26.8
$28,668.00
05. Professional Retention/ Fee Application Preparation
27.9
$7,321.00
07. Interaction/ Meetings with Debtors/ Counsel
3.2
$3,803.00
08. Interaction/ Meetings with Creditors/ Counsel
19.2
$22,910.00
11. Claim Analysis/ Accounting
8.1
$8,583.50
14. Executory Contracts/ Leases
2.2
$2,501.00
18. Operating and Other Reports
1.6
$1,752.00
19. Cash Flow/Cash Management/ Liquidity
167.0
$127,072.50
25. Litigation
310.0
$155,533.00
27. Plan of Reorganization/ Disclosure Statement
7.7
$8,872.00
573.7
Total
$367,016.00
Blended Rate
$639.74
Berkeley Research Group, LLC
Invoice for the 10/1/2024 - 10/31/2024 Period
Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 4 of 17

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 fourth 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 compensation for

professional services rendered by BRG to the Committee during the period October 1, 2024
through October 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 799 Filed 11/25/24 Page 6 of 17

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.; and
(vi) David M. Lewis Company.2
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.
7.
On September 11, 2024, the Debtors’ filed the Joint Chapter 11 Plan of Vyaire
Medical, Inc. and its Debtor Affiliates [Docket No. 518] and the corresponding Disclosure
Statement [Docket No. 519] (as amended the “Plan” and “Disclosure Statement” respectively).
The Debtors filed amendments to the Plan and Disclosure Statement on September 30, 2024 and
November 11, 2024. On November 14, 2024, the Court held a hearing regarding the approval of
the Disclosure Statement and confirmation of the Plan and on November 14, 2024, the Court
entered the order confirming the Plan and approving the Disclosure Statement.
FEE PROCEDURES ORDER
8.
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

2 Data Modul, Inc. resigned from the Committee effective November 11, 2024.
Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 7 of 17

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”).
SUMMARY OF SERVICES RENDERED
9.
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.
10.
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.
11.
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
Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 8 of 17

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.
12.
BRG expended an aggregate of 573.7 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.
13.
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.
14.
BRG believes that there has been no duplication of services between BRG and any
other consultants or accountants to the bankruptcy estate.
15.
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.
16.
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.
Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 9 of 17

17.
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.
18.
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.
19.
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
20.
Time charged to this task code relates to BRG’s evaluation of the sales process.
Specifically, BRG spent time (i) reviewing APA amendments; (ii) analyzing proposed sale cures;
(iii) reviewing numerous iterations of the cure schedule; (iv) evaluating the sale funds flow and
potential liquidity issues; (v) preparing schedule of sources and uses related to sale closing; (vi)
reviewing the status of the sale transactions; and (vii) reviewing TSA provisions. Time was also
spent meeting and corresponding with Counsel and the Debtors’ professionals about the status of
the sale, an APA amendment, and other sale-related issues.
21.
BRG has expended 26.8 hours on this category for a fee of $28,668.00.
Professional Retention/ Fee Application Preparation – Task Code 05
22.
Time charged to this task code relates to time spent preparing BRG’s August and
September monthly fee applications, as well as the first interim fee application. Time was also
Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 10 of 17

spent preparing June, July, and August detail files for the fee examiner and reviewing
correspondence from the newly appointed fee examiner.
23.
BRG has expended 27.9 hours on this category for a fee of $7,321.00.
Interactions/Meetings with Debtors/Debtors’ Counsel – Task Code 07
24.
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 sale closing process, cash
and liquidity, administrative payments, 503(b)(9) claims, and other case matters.
25.
BRG has expended 3.2 hours on this category for a fee of $3,803.00.
Interaction/Meetings with Creditors/Creditors’ Counsel – Task Code 08
26.
Time charged to this task code relates to BRG’s preparation for and participation
in meetings and calls with the Committee and Counsel relating to case status and next steps on
various matters. Topics discussed included the sale process and timing for closing, cash activity,
state of operations, potential settlement, certain legal matters, Plan supplement, Committee call
agendas, and other case issues.
27.
BRG has expended 19.2 hours on this category for a fee of $22,910.00.
Claim Analysis/Accounting – Task Code 11
28.
Time charged to this task code primarily relates to BRG’s review and analysis of
claims. Specifically, time was spent analyzing the Debtors’ claim information, reviewing BRG’s
analysis on claims pool range, evaluating priority unsecured claims, corresponding with a certain
UCC member about 503(b)(9) claims, and corresponding with the Debtors’ professionals
regarding the payment of prepetition claims.
29.
BRG has expended 8.1 hours on this category for a fee of $8,583.50.

Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 11 of 17

Executory Contracts/Leases – Task Code 14
30.
Time charged to this task code relates to time spent by BRG evaluating the status
of contract rejections and reviewing contract-related Court filings including notices of contract
rejections, contract release notices, and a motion to compel filed by a certain creditor
31.
BRG has expended 2.2 hours on this category for a fee of $2,501.00.
Operating and Other Reports – Task Code 18
32.
Time charged to this task code primarily relates to the review of the Debtors’
September Monthly Operating Reports.
33.
BRG has expended 1.6 hours on this category for a fee of $1,752.00.
Cash Flow/ Cash Management Liquidity – Task Code 19
34.
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) evaluating the Debtors’ cash activity; (ii) analyzing the Debtors’ updated liquidity
forecast; (iii) preparing weekly reporting on the DIP, cash and liquidity, and cash variances for the
Committee; (iv) developing an analysis and schedules related to the Debtors’ accounts payable;
(v) reviewing and updating the liquidation analysis; (vi) analyzing projected wind down costs; (vii)
analyzing the forecasted wind down budget; (viii) reviewing diligence files provided by the
Debtors’ financial advisor related to the wind down reserve budget; (ix) preparing timeline related
to the Debtors’ financial position; (x) updating the professional fees analysis; and (xi) analyzing
the status of the administrative payments in the budget. Time was also spent meeting and
corresponding with Counsel and the Debtors’ advisors about the same.
35.
BRG has expended 167.0 hours on this category for a fee of $127,072.50.

Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 12 of 17

Litigation – Task Code 25
36.
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 (i)
analyzing historical transaction-related files; (ii) reviewing materials related to historical
operations; (iii) reviewing documents from investigation-related interviews; (vi) reviewing
financial statement disclosures; (v) reviewing diligence production documents as part of the
investigation; (vi) evaluating the status of the investigation; (vii) reviewing various investigation
updates; and (viii) preparing investigation-related reporting for Counsel.
37.
BRG has expended 310.0 hours on this category for a fee of $155,533.00.
Plan of Reorganization/Disclosure Statement – Task Code 27
38.
Time charged to this task code primarily relates to BRG’s analysis of the Debtors’
chapter 11 Plan and Disclosure Statement. Specifically, time was spent evaluating potential
recovery issues related to the Plan, evaluating proposed settlement framework and terms,
reviewing the Plan supplement, and analyzing the latest term sheet. Time was also spent meeting
and corresponding with the Debtors’ professionals about the same.
39.
BRG has expended 7.7 hours on this category for a fee of $8,872.00.
ACTUAL AND NECESSARY EXPENSES
40.
BRG incurred no actual out-of-pocket expenses in connection with the rendition of
the professional services to the Committee.
41.
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,
Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 13 of 17

which imposed extraordinary time demands. BRG endeavors to minimize these expenses to the
fullest extent possible.
42.
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.
43.
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,
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
44.
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.
45.
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.

Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 14 of 17

CONCLUSION
WHEREFORE, BRG respectfully requests: (a) that it be allowed on an interim basis (i)
fees in the amount of $367,016.00 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 $293,612.80 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: 11/25/2024

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 799 Filed 11/25/24 Page 15 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)

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.

f)
I certify under penalty of perjury that the foregoing is true and correct.

Executed on 11/25/2024

/s/ David Galfus

David Galfus

Case 24-11217-BLS Doc 799 Filed 11/25/24 Page 17 of 17

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B21b321f 1 — Doc. 799

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