Vyaire re. PJT's Second Interim and Final Fee Application - fv
- Date
- 2024-07-30
Summary
The second interim and final fee application of PJT Partners LP as investment banker to the debtors in In re Vyaire Medical, Inc., et al., No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware, filed December 23, 2024 as Doc 883. It covers the period of June 9, 2024 through November 14, 2024, and its summary sheet lists fees sought of $8,135,000.00 and expenses of $4,213.43 for the retention period, with prior monthly fee statements. The application recounts PJT's retention under the July 30, 2024 order [Docket No. 335], the fee terms of its engagement letter, including a $175,000 monthly fee and a $7,000,000 restructuring fee, and services during the sale process. It asks the court to approve a net Restructuring Fee of $6,475,000 and a $750,000 Capital Raising Fee, and to direct payment of an amount due of $1,937,031.09. A PJT partner signs.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 1 of 19
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
----------------------------------------------------------
)
In re ) Chapter 11
)
VYAIRE MEDICAL, INC., et al., 1 ) 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)
----------------------------------------------------------
SECOND INTERIM AND FINAL FEE APPLICATION
OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE
DEBTORS AND DEBTORS-IN-POSSESSION FOR ALLOWANCE (AND FINAL
APPROVAL) OF COMPENSATION FOR SERVICES RENDERED AND FOR THE
REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED
FOR THE PERIOD OF JUNE 9, 2024 THROUGH NOVEMBER 14, 2024
SUMMARY SHEET
Name of Applicant: PJT Partners LP
Authorized to Provide
Professional Services to: Debtors
Date of Retention Order: Order entered on July 30, 2024 approving the
retention of PJT Partners LP effective as of June
9, 2024 [Docket No. 335]
Second and Final Period: September 1, 2024 through November 14, 2024
Fees Sought: $6,906,666.67
Expenses Incurred: $2,108.47
Amount of Cash Payment Sought: $1,588,552.76
Retention Period:
Fees Sought: $8,135,000.00
Expenses Incurred: $4,213.43
1
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 883 Filed 12/23/24 Page 2 of 19
Amount of Cash Payment Sought: $1,937,031.09
This is a monthly x interim x final application
2
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 3 of 19
Prior Monthly Fee Statements Filed:
Requested Approved
Date Filed [Docket Number Period Covered Fees Expenses Fees Expenses Amount Paid
08/02/24 [Docket No. 349]1 - $750,000.00 $0.00 $750,000.00 $0.00 $600,000.00
08/15/24 [Docket No. 389]2 06/09/24 – 06/30/24 $128,333.33 $145.00 $128,333.33 $145.00 $0.00
08/30/24 [Docket No. 486]3 07/01/24 – 07/31/24 $175,000.00 $1,026.85 $175,000.00 $1,026.85 $141,026.85
09/26/24 [Docket No. 572]4 08/01/24 – 08/31/24 $175,000.00 $933.11 $175,000.00 $933.11 $140,933.11
10/11/24 [Docket No. 622]5 - $7,000,000.00 $0.00 $5,180,000.00 $0.00 $5,180,000.00
11/01/24 [Docket No. 701]6 09/01/24 – 09/30/24 $175,000.00 $892.79 $140,000.00 $163.76 $0.00
12/03/24 [Docket No. 815]7 10/01/24 – 10/31/24 $175,000.00 $82.21 Pending Pending Pending
1
Certificate of No Objection filed on 08/30/24 [Docket No. 487].
2
Certificate of No Objection filed on 09/06/24 [Docket No. 511].
3
Certificate of No Objection filed on 09/23/24 [Docket No. 538].
4
Certificate of No Objection filed on 10/18/24 [Docket No. 643].
5
Certificate of No Objection filed on 11/04/24 [Docket No. 706].
6
Certificate of No Objection filed on 11/25/24 [Docket No. 800].
7
Objections due by 12/26/24.
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 4 of 19
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
----------------------------------------------------------
)
In re ) Chapter 11
)
VYAIRE MEDICAL, INC., et al., 1 ) 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)
----------------------------------------------------------
SECOND INTERIM AND FINAL FEE APPLICATION
OF PJT PARTNERS LP AS INVESTMENT BANKER TO THE
DEBTORS AND DEBTORS-IN-POSSESSION FOR ALLOWANCE (AND FINAL
APPROVAL) OF COMPENSATION FOR SERVICES RENDERED AND FOR THE
REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED
FOR THE PERIOD OF JUNE 9, 2024 THROUGH NOVEMBER 14, 2024
PJT Partners LP (“PJT”) respectfully represents as follows:
Background
1. On June 9, 2024 (the “Petition Date”), the Debtors filed a voluntary petition for
relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended
(the “Bankruptcy Code”). The Debtors are operating their businesses and managing their
properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
2. On July 9, 2024, this Court entered the Order (I) Establishing Procedures for
Interim Compensation and Reimbursement of Expenses for Retained Professionals and (II)
Granting Related Relief [Docket No. 218] (the “Procedures Order”) establishing procedures for
interim compensation and reimbursement of expenses for professionals.
3. On July 9, 2024, the Debtors filed the Application of Debtors for Entry of An Order
(I) Authorizing the Retention and Employment of PJT Partners LP as Investment Banker to the
1
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 883 Filed 12/23/24 Page 5 of 19
Debtors and Debtors In Possession Effective as of the Petition Date, (II) Waiving Certain
Information Requirements Pursuant to Local Rule 2016-2, and (II) Granting Related Relief
[Docket No. 240] (the “Retention Application”), pursuant to which the Debtors sought authority
to employ and retain PJT as their investment banker pursuant to the terms of an engagement letter
(the “Engagement Letter”) dated April 25, 2024. A copy of the Engagement Letter was attached
to the Retention Application.
4. On July 30, 2024, this Court entered the Order (I) Authorizing the Retention and
Employment of PJT Partners LP as Investment Banker to the Debtors and Debtors in Possession
Effective as of the Petition Date, (II) Waiving Certain Information Requirements Pursuant to Local
Rule 2016-2, and (III) Granting Related Relief [Docket No. 335] (the “Retention Order”)
approving the Retention Application and authorizing the employment and retention of PJT
effective as of June 9, 2024, pursuant to the terms of the Engagement Letter, as modified by the
Retention Order.
5. On November 14, 2024, this Court entered the Findings of Fact, Conclusions of
Law, and Order Approving the Debtors’ Disclosure Statement for, and Confirming the Second
Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates Pursuant to
Chapter 11 of the Bankruptcy Code [Docket No. 745], approving the Debtors’ chapter 11 plan of
reorganization (the “Plan”). The Debtors’ Plan became effective on November 27, 2024 (the
“Effective Date”).
6. PJT submits this second interim and final fee application (the “Second Interim and
Final Fee Application”) requesting the: (i) allowance (and final approval) of Monthly Fees (as
defined herein) earned for investment banking services rendered by PJT to the Debtors and the
reimbursement of out-of-pocket expenses incurred during the period of September 1, 2024 through
November 14, 2024 (the “Second and Final Period”), (ii) allowance (and final approval) of PJT’s
2
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 6 of 19
Restructuring Fee (as defined herein) earned during the Second and Final Period; and (iii) final
approval of PJT’s Monthly Fees, Capital Raising Fee and out-of-pocket expenses incurred and
applied for, and previously approved by the Court, in connection with PJT’s prior interim fee
application for investment banking services rendered to the Debtors for the period of June 9, 2024
through August 31, 2024 (together with the Second and Final Period, the “Retention Period”)
The PJT Engagement
7. Pursuant to the Engagement Letter, PJT was retained to provide the following
services to the Debtors:2
(a) assist in the evaluation of the Debtors’ businesses and prospects;
(b) assist in the development of the Debtors’ long-term business plan and related
financial projections;
(c) assist in the development of financial data and presentations to the Debtors’ board
of directors, various creditors and/or third parties;
(d) analyze the Debtors’ financial liquidity and evaluate alternatives to improve such
liquidity;
(e) analyze various Restructuring scenarios and the potential impact of these scenarios
on the recoveries of those stakeholders impacted by the Restructuring;
(f) provide strategic advice with regard to restructuring or refinancing the Debtors’
Obligations;
(g) evaluate the Debtors’ debt capacity and alternative capital structures;
(h) participate in negotiations among the Debtors and their creditors, suppliers, lessors,
and other interested parties and/or potential financing parties;
(i) value securities offered by the Debtors in connection with a Restructuring;
(j) provide financial and valuation advice and assistance to the Debtors in developing
and seeking approval of an in-court Restructuring (including a Chapter 11 plan);
(k) advise the Debtors and negotiate with lenders with respect to potential waivers or
amendments of various credit facilities;
2
Capitalized terms used but not defined herein shall have the meanings provided thereto in the Engagement Letter.
3
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 7 of 19
(l) assist in arranging financing for the Debtors, as requested;
(m) provide expert witness testimony concerning any of the subjects encompassed by
the other investment banking services; and
(n) provide such other advisory services as are customarily provided in connection with
the analysis and negotiation of a transaction similar to a potential Restructuring
and/or Capital Raise, as requested and mutually agreed.
8. Pursuant to the Engagement Letter, as approved by the Retention Order, the
Debtors agreed to pay PJT as follows in consideration for the services rendered:3
(a) Monthly Fee: The Debtors shall pay a monthly advisory fee (the “Monthly Fee”)
in the amount of $175,000. Fifty percent (50%) of the first $1,050,000 in Monthly
Fees paid to PJT under the Engagement Letter and/or the Prior Letter shall be
credited, once and without duplication, against any Restructuring and/or Capital
Raising Fee, up to a maximum total aggregate credit against all such fees equal to
$525,000.
(b) Capital Raising Fee: The Debtors shall pay a capital raising fee (the “Capital
Raising Fee”) for any Capital Raise, earned and payable upon the earlier of the
receipt of a binding commitment letter and the closing of such Capital Raise. If
access to the financing is limited by orders of the bankruptcy court, a proportionate
fee shall be payable with respect to each available commitment (irrespective of
availability blocks, borrowing base, or other similar restrictions). The Capital
Raising Fee will be calculated as:
Senior Debt (other than Structured Financing): One-and-a-half percent
(1.5%) of the total issuance and/or committed amount of senior debt financing,
excluding senior debt financing that is or may (or is anticipated in the future to)
constitute a Structured Financing,
Junior Debt (and Structured Financing): Three-percent (3.0%) of the total
issuance and/or committed amount of (A) Structured Financing, (B) junior debt
financing, or (C) unsecured debt financing (including, without limitation,
financing that is junior in right of payment, second lien, subordinated
(structurally or otherwise) and unsecured debt), and
Equity Financing: Five-percent (5.0%) of the issuance and/or committed
amount of equity financing,
in each case, including by means of a back-stop commitment; provided that, (x) the
minimum Capital Raise Fee in respect of any Capital Raise shall be $750,000, and
(y) if any portion of the debt or equity financing is raised from Apax Partners, LLP
3
This description of PJT’s compensation structure is for summary and illustrative purposes only. The terms of the
Engagement Letter, as modified and approved by the Retention Order, shall apply to any such compensation awarded
to PJT.
4
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 8 of 19
or its affiliates (collectively, the “Sponsor”), then PJT Partners shall be entitled to
receive 50% of the Capital Raising Fee (the “Sponsor Capital Raising Fee”) to
which it otherwise would have been entitled in respect of any debt or equity
financing raised from the Sponsor.
(c) Restructuring Fee: The Debtors shall pay a fee in respect of a Restructuring (the
“Restructuring Fee”) equal to $7,000,000, earned and payable upon the
consummation of a Restructuring.
(d) Expense Reimbursements: In addition to the fees described above, the Debtors
agree to reimburse PJT for all reasonable and documented out-of-pocket expenses
incurred during PJT’s engagement, including, but not limited to, travel and lodging,
direct identifiable data processing, document production, publishing services and
communication charges, courier services, working meals, reasonable and
documented fees and expenses of PJT’s outside counsel (without the requirement
that the retention of such counsel be approved by the court in any bankruptcy case),
and other necessary expenditures, payable upon rendition of invoices setting forth
in reasonable detail the nature and amount of such expenses Further, in connection
with the reimbursement, contribution and indemnification provisions set forth in
the Engagement Letter and Attachment A to the Engagement Letter (the
“Indemnification Agreement”), which is incorporated therein by reference and
addressed further below, the Debtors agree to reimburse each PJT Party, for its legal
and other expenses (including the cost of any investigation and preparation) as they
are incurred in connection with any matter in any way relating to or referred to in
the Engagement Letter or arising out of the matters contemplated by the
Engagement Letter (including, without limitation, in enforcing the Engagement
Letter), subject to certain exceptions, limitations, and requirements set forth in the
Indemnification Agreement.
Services Provided Prior to the Retention Period
9. It is important to recognize that a material portion of PJT’s work was performed
during the period after PJT was retained and prior to the bankruptcy filing. Leading up to the filing
of the Debtors’ chapter 11 cases, PJT professionals advised the Debtors on strategic alternatives,
including capital raising, a potential restructuring, and/or a sale of the Debtors, in part or in full
through an in-court process. PJT led efforts, in concert with other professionals, to prepare for and
formally launch a marketing process in early May 2024 in connection with a potential sale of the
assets of the Debtors’ businesses. To that end, PJT worked with the Debtors’ management to draft
marketing materials and position the Company for a successful sale process once these chapter 11
cases were filed. PJT also negotiated the terms of debtor-in-possession financing and the
5
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 9 of 19
restructuring support agreement leading up to the bankruptcy filing. The services that PJT rendered
to the Debtors pre-petition were necessary and in the best interests of the Debtors and have
furthered the goals of all parties in interest.
Services Provided by PJT During the Second and Final Period
10. PJT has rendered professional services to the Debtors as requested and in
furtherance of the interests of the Debtors and the Debtors’ estate. The variety and complexity of
the issues in this chapter 11 case and the need to act or respond to such issues on an expedited
basis have required the expenditure of substantial time by PJT personnel. PJT respectfully submits
that the professional services that it rendered on behalf of the Debtors were necessary and
appropriate, and have directly contributed to the effective administration of this chapter 11 case.
The following summary of services rendered during the Second and Final Period is not intended
to be an exhaustive description of the work performed; rather, it is merely an attempt to highlight
certain of those areas in which PJT rendered services to the Debtors:
(a) evaluated the Debtors’ businesses and prospects;
(b) participated in meeting(s) with the Debtor’s Special Committee of the Board (the
“Special Committee”);
(c) conducted the post-petition sale process, including, among other activities,
management meetings, due diligence, and negotiations with the purchasers of the
Ventilation and Respiratory Diagnostics assets to progress toward the closing of the
sale transactions;
(d) engaged in discussions with interested parties related to other assets that are not
part of the Ventilation and Respiratory Diagnostics sales;
(e) participated in discussions among the Debtors, their other advisors and the Debtors’
various creditors, including the 1L Ad Hoc Group and the Official Committee of
Unsecured Creditors;
(f) reviewed and provided input to counsel with regards to various court filings,
including, but not limited to, (i) the Plan of Reorganization and (ii) the Disclosure
Statement; and
(g) provided support to counsel with regards to various other matters.
6
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 10 of 19
Services Provided by PJT During the Retention Period
11. PJT has rendered professional services to the Debtors as requested and in
furtherance of the interests of the Debtors’ estates. The variety and complexity of the issues in
these chapter 11 cases and the need to act or respond to such issues on an expedited basis have
required the expenditure of substantial time by PJT personnel. PJT respectfully submits that the
professional services that it rendered on behalf of the Debtors were necessary and appropriate, and
have directly contributed to the effective administration of these chapter 11 cases. The requested
and performed services included, among others, the following services:4
evaluating the Debtors’ businesses and prospects;
assisting in the development of materials for the Special Committee;
participating in meeting(s) with the Special Committee;
conducting the post-petition sale process, including, among other activities,
management meetings and extensive due diligence;
analyzing non-binding bids received in connection with the sale process;
negotiating bids received in connection with the sale process;
conducting the auction for the Ventilation Assets;
participating in the Sale Hearings;
preparing and filing various declarations, including (i) in support of the DIP
financing, (ii) in support of the Bid Procedures, and (iii) in connection with the
Proposed Sale Orders;
participating in discussions among the Debtors, their other advisors and the
Debtors’ various creditors, including the 1L Ad Hoc Group and the Official
Committee of Unsecured Creditors;
reviewed and provided input to counsel with regards to various court filings,
including, but not limited to, (i) the Plan of Reorganization and (ii) the Disclosure
Statement; and
4
The following summary of services rendered during the Retention Period is not intended to be an exhaustive
description of the work performed. Rather, it is merely an attempt to highlight certain of those areas in which PJT
rendered services to the Debtors.
7
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 11 of 19
providing support to counsel with regards to various other matters.
The PJT Team
12. The investment banking services set forth above were performed primarily by:
Jamie Baird, Partner; Rakesh Patel, Partner; Michael Schlappig, Managing Director; Amit Sharma,
Managing Director; Avi Raval, Managing Director; Sammy Lamali, Director; Dylan Friesner,
Vice President; May Li, Associate; Ahmad Choudhry, Analyst; Raymond Mason, Analyst; and
other PJT professionals as needed. Details of the background and experience of the professionals
employed at PJT are provided in Appendix A.
PJT’s Request for Allowance (and Final Approval) of Compensation and
Reimbursement of Out-of-Pocket Expenses
PJT’s First Interim Fee Application
13. During the period of June 9, 2024 through August 31, 2024 (the
“First Interim Period”), PJT provided investment banking services to the Debtors and earned
Monthly Fees for such services in the aggregate amount of $478,333.33 and a Capital Raising Fee
in the amount of $750,000, and incurred out-of-pocket expenses in the amount of $2,104.96 during
the First Interim Period
14. On November 12, 2024, PJT filed the First Interim Fee Application of PJT Partners
LP as Investment Banker to the Debtors and Debtors-In-Possession for Allowance of
Compensation for Services Rendered and for the Reimbursement of All Actual and Necessary
Expenses Incurred for the Period of June 9, 2024 through August 31, 2024 [Docket No. 734] (the
“First Interim Fee Application”) for allowance of compensation earned in the amount of
$1,228,333.33 and the reimbursement of $2,104.96 of out-of-pocket expenses incurred during the
First Interim Period.
15. On December 10, 2024, the Court entered the First Omnibus Order Awarding
Interim Allowance of Compensation for Services Rendered and Reimbursement of Expenses
8
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 12 of 19
[Docket No. 834] approving PJT’s First Interim Fee Application. As of the date of this Second
Interim and Final Fee Application, PJT has received payment in the aggregate amount of
$880,000.00 (or 72%) for compensation earned and reimbursement in the amount of $1,959.96 (or
93%) for out-of-pocket expenses incurred during the First Interim Period. PJT respectfully requests
that the Court grant final approval of compensation earned and the reimbursement of out-of-pocket
expenses incurred during the First Interim Period and applied for in connection with the PJT’s
First Interim Fee Application.
PJT’s Request for Allowance (and Final Approval) of Monthly Fees Earned and Out-of-
Pocket Expenses Incurred during the Second and Final Period
16. During the Second and Final Period, PJT provided investment banking services to
the Debtors and earned Monthly Fees for such services in the aggregate amount of $431,666.67
and incurred actual and necessary out-of-pocket expenses in the amount of $2,108.47.5 PJT
respectfully requests the allowance (and final approval) by the Court of the Monthly Fees earned
and the reimbursement of out-of-pocket expenses incurred during the Second and Final Period.
PJT’s Request for Allowance (and Final Approval) of the Restructuring Fee Earned
17. As set forth in the Engagement Letter, as approved by the Retention Order, PJT is
entitled to be paid the Restructuring Fee upon, among other things, the consummation of a “sale
or other acquisition or disposition of a material portion of the assets” of the Debtors. Pursuant to
the Order (I) Approving the Zoll Asset Purchase Agreement and Authorizing the Sale of Certain
Ventilation Assets of the Debtors Outside the Ordinary Couse 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] dated September 4, 2024, this Court
5
Amount reflects a reduction in the amount of $729.03 as agreed to between PJT and the U.S. Trustee.
9
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 13 of 19
approved the sale of the Debtors’ Ventilation Assets (the “Sale”). The Sale was consummated on
October 7, 2024 where upon PJT became entitled to be paid the Restructuring Fee in the amount
of $7,000,000. In accordance with the Engagement Letter, fifty percent (50%) of the first
$1,050,000 in Monthly Fees paid to PJT under the Engagement Letter and/or the Prior Letter shall
be credited against the Restructuring Fee, up to a maximum total credit of $525,000 (the “Monthly
Fee Credit”).6 Thus, the net Restructuring Fee due to PJT is $6,475,000 (i.e., $7 million less
$525,000).
18. Pursuant to the Retention Order and the Procedures Order, on October 11, 2024,
PJT filed its fee statement seeking payment of the net Restructuring Fee in the amount of
$5,180,000 (or 80% of $6,475,000).7 [Docket No. 622.] No objections were filed in respect of such
fee statement and, thus, on November 14, 2024, PJT received payment in the amount of $5,180,000
in respect of such net Restructuring Fee. PJT respectfully requests the allowance and final approval
by the Court of the net Restructuring Fee.
6
Pursuant to the Engagement Letter and the Prior Letter, PJT earned Monthly Fees in the amount of $2,832,500.00
for the period of April 13, 2023 (i.e., the effective date of the Prior Letter) through November 27, 2024. Pursuant to
the Engagement Letter, fifty percent (50%) of the first $1,050,000 in Monthly Fees paid to PJT under the Engagement
Letter and/or the Prior Letter shall be credited against any Restructuring Fee up to a maximum total aggregate credit
equal to $525,000.
7
The Retention Order provides, in pertinent part: “For the avoidance of doubt, PJT shall be entitled to seek interim
allowance and payment of any Capital Raising Fee and Restructuring Fee by filing and serving an application in
respect of each Capital Raising Fee and Restructuring Fee immediately upon the consummation of such Capital Raise
and/or Restructuring in accordance with the “Monthly Fee Application” procedures set forth in any order approving
interim compensation procedures in these chapter 11 cases (the “Interim Compensation Order”) and in accordance
with the procedures set forth in the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. Notwithstanding
the foregoing, the full amount of each Capital Raising Fee and/or Restructuring Fee will be escrowed upon the
consummation of the applicable transaction until such amounts are permitted to be paid to PJT pursuant to this Order,
the Interim Compensation Order, or a further order of this Court. The Debtors are authorized and directed to release
such funds from the escrow account and pay PJT such funds (x) following compliance by PJT, and in accordance with
the provisions of this paragraph and the Interim Compensation Order, or (y) to the extent the Court otherwise allows
compensation and/or reimbursement following the filing of any interim or final fee application. All fees paid to PJT
are subject to disgorgement unless and until they are approved by the Court on a final basis, after submission of PJT’s
final fee application.”.
10
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 14 of 19
Pre-Petition Fee Credit
19. Prior to the Petition Date, PJT received an advance payment in the amount of
$128,333.33 in respect of its post-petition services (the “Pre-Petition Fee Credit”). Accordingly,
as noted below, subject to this Court’s approval, PJT intends to apply the Pre-Petition Fee Credit
against amounts requested in this Second Interim and Final Fee Application.
Pre-Petition Expense Credit
20. Prior to the Petition Date, PJT also received an expense advance in the amount of
$25,000 (the “Pre-Petition Expense Advance”). With respect to the Pre-Petition Expense
Advance, PJT incurred $13,110.95 of unpaid pre-petition expenses leaving a balance of the Pre-
Petition Expense Advance in the amount of $11,889.05 (the “Pre-Petition Expense Credit”).
Accordingly, as noted below, subject to this Court’s approval, PJT intends to apply the Pre-Petition
Expense Credit against amounts requested in this Second Interim and Final Fee Application.
21. Invoices detailing the compensation earned, and the out-of-pocket expenses
incurred during the Second and Final Period are attached hereto as Appendix B. Invoices detailing
the compensation earned and the out-of-pocket expenses incurred during the First Interim Period
are attached hereto as Appendix C. A summary of all fees earned and out-of-pocket expenses
incurred during the Retention Period is outlined below:
11
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 15 of 19
Out-Of-Pocket Payment
Retention Period Fees Expenses Received Amount(s) Due
First Interim Period
Capital Raising Fee $750,000.00 $- ($600,000.00) $150,000.00
June 9 – 30, 20248 128,333.33 145.00 - 128,478.33
July 1 – 31, 2024 175,000.00 1,026.85 (141,026.85) 35,000.00
August 1 – 31, 2024 175,000.00 933.11 (140,933.11) 35,000.00
Subtotal 1,228,333.33 2,104.96 (881,959.96) 348,478.33
Second and Final Period
Net Restructuring Fee 6,475,000.00 - (5,180,000.00) 1,295,000.00
September 1 – 30, 2024 175,000.00 163.76 - 175,163.76
October 1 – 31, 2024 175,000.00 82.21 - 175,082.21
November 1 – 14, 20249 81,666.67 1,862.50 - 83,529.17
Pre-Petition Fee Credit - - - (128,333.33)
Pre-Petition Expense Credit - - - (11,889.05)
Subtotal 6,906,666.67 2,108.47 (5,180,000.00) 1,588,552.76
Total $8,135,000.00 $4,213.43 ($6,061,959.96) $1,937,031.39
22. PJT respectfully submits that the compensation requested for the services rendered
by PJT to the Debtors during the Second and Final Period is fully justified and reasonable based
upon (a) the complexity of the issues presented, (b) the skill necessary to perform the financial
advisory services properly, (c) the preclusion of other employment, (d) the customary fees charged
to clients in non-bankruptcy situations for similar services rendered, (e) time constraints required
by the exigencies of the case, and (f) the experience, reputation and ability of the professionals
rendering services.
23. PJT respectfully submits that the services it has rendered to the Debtors have been
necessary and in the best interests of the Debtors and the Debtors’ estate. PJT respectfully submits
that under the criteria normally examined in chapter 11 reorganization cases, the compensation
requested by PJT is reasonable in light of the work performed by PJT during these chapter 11
cases.
24. The amount of the compensation sought in this Second Interim and Final Fee
Application and PJT’s billing practices are consistent with market practices in a bankruptcy
8
Monthly Fee calculated as follows: 22 days out of 30 days multiplied by $175,000.
9
Monthly Fee calculated as follows: 14 days out of 30 days multiplied by $175,000.
12
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 16 of 19
context. PJT has never billed its clients based on the number of hours expended by its
professionals. Accordingly, PJT does not have hourly rates for its professionals, and PJT’s
professionals generally do not maintain detailed time records of the work performed for its clients.
However, PJT has maintained contemporaneous time records in this case in one-half hour
increments. Time records with respect to the 160.5 hours expended by PJT professionals in
providing investment banking services to the Debtors during the Second and Final Period are
provided in Appendix D attached hereto. Time records of the 1,512.0 hours expended by PJT
professionals in providing investment banking services to the Debtors during the First Interim
Period are provided in Appendix E attached hereto.
25. A summary of hours expended by PJT professionals during the Second and Final
Period is provided below:
Hours Expended By Professional During the Second and Final Period
November 1 – 14,
Professional September 2024 October 2024 2024 Total
Jamie Baird 6.5 5.0 3.5 15.0
Rakesh Patel - - - -
Michael Schlappig 21.5 12.5 7.0 41.0
Avi Raval - - - -
Amit Sharma - - - -
Sammy Lamali - - - -
Dylan Friesner 36.5 18.5 3.5 58.5
May Li - - -
Ahmad Choudhry 30.5 13.0 2.5 46.0
Raymond Mason - - - -
Total 95.0 49.0 16.5 160.5
26. A summary of hours expended by PJT professionals during the Retention Period
by interim period is provided below:
13
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 17 of 19
Summary of Hours Expended By Professional By Interim Period
Professional First Second Total
Jamie Baird 118.5 15.0 133.5
Rakesh Patel 2.0 - 2.0
Michael Schlappig 252.0 41.0 293.0
Avi Raval 0.5 - 0.5
Amit Sharma 2.0 - 2.0
Sammy Lamali 2.0 - 2.0
Dylan Friesner 489.0 58.5 547.5
May Li 2.0 2.0
Ahmad Choudhry 573.5 46.0 619.5
Raymond Mason 70.5 - 70.5
Total 1,512.0 160.5 1,672.5
27. Out-of-pocket expenses incurred by PJT are charged to a client if out-of-pocket
expenses are incurred for the client or are otherwise necessary in connection with services rendered
for such particular client. PJT does not factor general overhead expenses into any disbursements
charged to its clients in connection with chapter 11 cases. PJT has followed its general internal
policies with respect to out-of-pocket expenses billed as set forth below, with any exceptions
specifically explained.
(a) All cross-country airfare charges are based upon coach class rates.
(b) With respect to local travel, PJT's general policy enables employees to travel by
taxi or, in certain circumstances private car service, to and from meetings while
rendering services to a client on a client related matter, for which the client is
charged. Further, and primarily for safety reasons, employees are permitted to
charge to a client the cost of transportation home if an employee is required to work
past 9:00 p.m. on weekdays on client specific matters.
(c) PJT's general policy permits its professionals to charge in-office dinner meals to a
client after working 3 hours beyond their regularly scheduled workday if an
employee is required to provide services to the client during such dinnertime, and
to charge in-office meals on the weekend if an employee is required to provide
services to a client on the weekend and spends at least 4 hours in the office.
(d) The External Research category of expenses includes charges from outside
computer/electronic service companies that supply, for a fee, research and/or
financial documents to PJT. The services provided by these companies primarily
consist of the retrieval of financial documents from regulatory agencies and/or the
retrieval of research that would not otherwise be available to PJT. The Internal
Research category of expenses are the charges for time spent by PJT research staff
in operating the computer/electronic terminals related to these computer/electronic
service companies.
14
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 18 of 19
(e) The Publishing Services category of expenses includes charges for the production
of text-based publications such as research reports and presentations, and printing
and binding services.
28. All services for which PJT requests compensation were performed for and on behalf
of the Debtors and not on behalf of any other person or stakeholder.
29. No agreement or understanding exists between PJT and any other entity for the
sharing of compensation received or to be received for services rendered in or in connection with
this proceeding.
Certificate of Compliance and Waiver
30. Finally, the undersigned representative of PJT certifies that PJT has reviewed the
requirements of Local Bankruptcy Rule 2016-2 and that this First Interim Fee Application
substantially complies with that Local Bankruptcy Rule. To the extent that this First Interim Fee
Application does not comply in all respects with the requirements of Local Bankruptcy Rule 2016-
2, PJT believes that such deviations are not material and respectfully requests that any such
requirement be waived.
15
Case 24-11217-BLS Doc 883 Filed 12/23/24 Page 19 of 19
Requested Relief
WHEREFORE, PJT requests that the Court:
(a) for the Second and Final Period, allow and grant final approval of (i) PJT’s Monthly
Fees earned in the amount of $431,666.67; (ii) PJT’s net Restructuring Fee in the
amount of $6,475,000; and (iii) the reimbursement of PJT’s out-of-pocket expenses
incurred in the amount of $2,108.47;
(b) for the Retention Period, allow and grant final approval of (i) PJT’s Monthly Fees
earned in the amount of $910,000; (ii) PJT’s Capital Raising Fee in the amount of
$750,000; (iii) PJT’s net Restructuring Fee in the amount of $6,475,000; and (iv)
the reimbursement of PJT’s out-of-pocket expenses incurred in the amount of
$4,213.43;
(c) authorize and direct the Debtors to pay PJT’s allowed and unpaid fees and out-of-
pocket expenses incurred during the Retention Period as follows:
First Interim Period $1,230,438.29
Second and Final Period 6,908,775.14
Less: Pre-Petition Fee Credit (128,333.33)
Less: Pre-Petition Expense Credit (11,889.05)
Less: Payment Received (6,061,959.96)
Amount Due PJT $1,937,031.09
and
(d) grant such other and further relief as the Court deems just and proper.
Dated: December 23, 2024 PJT Partners LP
Investment Banker to the Debtors
By: /s/ James H. Baird
James H. Baird
Partner
280 Park Avenue
New York, NY 10017
(212) 364-7800
16
File and source
- File
- gov.uscourts.deb.193283.883.0.pdf
- Size
- 480,116 bytes
- SHA-256
- 0217bdd73cccd081e1100847388fcf95a44b2f5cdf613c2f15eecd6bf30696be
- Original
- PACER (login required)