Engagement Letter
- Date
- 2024-08-05
Summary
Exhibit 1, Engagement Letter, filed August 5, 2024 as Doc 350-1 in Case 24-11217-BLS, a 16-page filing. It reproduces a retention letter dated March 28, 2024 from Kirkland & Ellis LLP to the chief financial officer of Vyaire Holding Company, engaging the firm to represent Vyaire Holding Company and its affiliates in connection with a potential restructuring. The letter sets out billing at regular hourly rates, expense and billing procedures, and a special purpose retainer of $2,500,000 under Rule 1.5(d) of the Illinois Rules of Professional Conduct. It also covers termination, communications, file retention, privileges after a transaction, data protection and conflicts of interest, including the firm's representation of Apax Partners, L.P. The filing closes with a schedule of charges for services such as calendar court services and third party expenditures.
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 350-1 Filed 08/05/24 Page 1 of 16
EXHIBIT 1
Engagement Letter
1
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 2 of 16
Execution Version
601 Lexington Avenue
New York, NY 10022
Josh Sussberg, P.C. United States
To Call Writer Directly: Facsimile:
+1 212 446 4829 +1 212 446 4800 +1 212 446 4900
joshua.sussberg@kirkland.com
www.kirkland.com
March 28, 2024
Via E-mail CONFIDENTIAL
Mr. Vikram Bajaj
Chief Financial Officer
26125 North Riverwoods Boulevard
Mettawa, Illinois 60045
Re: Retention to Provide Legal Services
Dear Mr. Vikram Bajaj:
We are very pleased that you have asked us to represent Vyaire Holding Company and its
affiliates and direct and indirect subsidiaries listed on Addendum A to this letter (collectively,
and as may be updated from time to time, “you” or “Client”) in connection with a potential
restructuring. Please note, the Firm’s representation is only of Client; the Firm does not and will
not represent any direct or indirect shareholder, director, officer, partner, employee, affiliate, or
joint venturer of Client or of any other entity.
General Terms. This retention letter (this “Agreement”) sets forth the terms of Client’s
retention of Kirkland & Ellis LLP and its affiliates (collectively, the “Firm,” “we,” “our” or “us”)
to provide legal services and constitutes an agreement between the Firm and Client (the
“Parties”). This Agreement (notwithstanding any guidelines for outside counsel that Client may
provide to the Firm) sets forth the Parties’ entire agreement for rendering professional services
for the current matter, as well as for all other existing or future matters (collectively, the
“Engagement”), except where the Parties otherwise agree in writing.
Fees. The Firm will bill Client for fees incurred at its regular hourly rates and in
quarterly increments of an hour (or in smaller time increments as otherwise required by a court).
The Firm reserves the right to adjust the Firm’s billing rates from time to time in the ordinary
course of the Firm’s representation of Client.
Although the Firm will attempt to estimate fees to assist Client in Client’s planning if
requested, such estimates are subject to change and are not binding unless otherwise expressly
and unequivocally stated in writing.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh Salt Lake City Shanghai Washington, D.C.
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 3 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 2
Expenses. Expenses related to providing services shall be included in the Firm’s
statements as disbursements advanced by the Firm on Client’s behalf. Such expenses include
photocopying, printing, scanning, witness fees, travel expenses, filing and recording fees, certain
secretarial overtime, and other overtime expenses, postage, express mail, and messenger charges,
deposition costs, computerized legal research charges, and other computer services, and
miscellaneous other charges. Client shall pay directly (and is solely responsible for) certain
larger costs, such as consultant or expert witness fees and expenses, and outside suppliers’ or
contractors’ charges, unless otherwise agreed by the Parties. By executing this Agreement
below, Client agrees to pay for all charges in accordance with the Firm’s schedule of charges, a
copy of which is attached hereto as Schedule I, as revised from time to time.
Billing Procedures. The Firm’s statements of fees and expenses are typically delivered
monthly, but the Firm reserves the right to alter the timing of delivering its statements
depending on circumstances. Client may have the statement in any reasonable format it chooses,
but the Firm will select an initial format for the statement unless Client otherwise requests in
writing. Depending on the circumstances, however, estimated or summary statements may be
provided, with time and expense details to follow thereafter.
Retainer. Client agrees to provide to the Firm a “special purpose retainer” (also known
as an “advance payment retainer”) as defined in Rule 1.5(d) of the Illinois Rules of Professional
Conduct, Dowling v. Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007), and In re
Caesars Entm’t Operating Co., Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill. May 28, 2015) (and
cases cited therein), in the amount of $2,500,000. In addition, Client agrees to provide one or
more additional special purpose retainer upon request by the Firm so that the amount of any
special purpose retainer remains at or above the Firm’s estimated fees and expenses. The Firm
may apply the special purpose retainer to any outstanding fees as services are rendered and to
expenses as they are incurred. Client understands and acknowledges that any special purpose
retainer is earned by the Firm upon receipt, any special purpose retainer becomes the property of
the Firm upon receipt, Client no longer has a property interest in any special purpose retainer
upon the Firm’s receipt, any special purpose retainer will be placed in the Firm’s general account
and will not be held in a client trust account, and Client will not earn any interest on any special
purpose retainer; provided, however, that solely to the extent required under applicable law, at
the conclusion of the Engagement, if the amount of any special purpose retainer held by the Firm
is in excess of the amount of the Firm’s outstanding and estimated fees, expenses, and costs, the
Firm will pay to Client the amount by which any special purpose retainer exceeds such fees,
expenses, and costs. Client further understands and acknowledges that the use of a special
purpose retainer is an integral condition of the Engagement, and is necessary to ensure that:
Client continues to have access to the Firm’s services; the Firm is compensated for its
representation of Client; the Firm is not a pre-petition creditor in the event of a Restructuring
Case (as defined below); and that in light of the foregoing, the provision of the special purpose
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 4 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 3
retainer is in Client’s best interests. The fact that Client has provided the Firm with a special
purpose retainer does not affect Client’s right to terminate the client-lawyer relationship.
Please be advised that there is another type of retainer known as a “security retainer,” as
defined in Dowling v. Chicago Options Assoc., 875 N.E.2d at 1018, and In re Caesars Entm’t
Operating Co., Inc., No. 15-01145 (ABG) (Bankr. N.D. Ill. May 28, 2015) (and cases cited
therein). A security retainer remains the property of the client until the lawyer applies it to
charges for services that are actually rendered and expenses that are incurred. Any unearned
funds are then returned to the client. In other circumstances not present here, the Firm would
consider a security retainer and Client’s funds would be held in the Firm’s segregated client trust
account until applied to pay fees and expenses. Funds in a security retainer, however, can be
subject to claims of Client’s creditors and, if taken by creditors, may leave Client unable to pay
for ongoing legal services, which may result in the Firm being unable to continue the
Engagement. Moreover, a security retainer creates clawback risks for the Firm in the event of an
insolvency proceeding. The choice of the type of retainer to be used is Client’s choice alone, but
for the Engagement and for the reasons set forth above, the Firm is unwilling to represent Client
in the Engagement without using the special purpose retainer.
Termination. The Engagement may be terminated by either Party at any time by written
notice by or to Client. The Engagement will end at the earliest of (a) Client’s termination of the
Engagement, (b) the Firm’s withdrawal, and (c) the substantial completion of the Firm’s
substantive work. If permission for withdrawal is required by a court, the Firm shall apply
promptly for such permission, and termination shall coincide with the court order for withdrawal.
If this Agreement or the Firm’s services are terminated for any reason, such termination shall be
effective only to terminate the Firm’s services prospectively and all the other terms of this
Agreement shall survive any such termination.
Upon cessation of the Firm’s active involvement in a particular matter (even if the Firm
continues active involvement in other matters on Client’s behalf), the Firm will have no further
duty to inform Client of future developments or changes in law as may be relevant to such
matter. Further, unless the Parties mutually agree in writing to the contrary, the Firm will have
no obligation to monitor renewal or notice dates or similar deadlines that may arise from the
matters for which the Firm had been retained.
Cell Phone and E-Mail Communication. The Firm hereby informs Client and Client
hereby acknowledges that the Firm’s attorneys sometimes communicate with their clients and
their clients’ professionals and agents by cell telephone, that such communications are capable of
being intercepted by others and therefore may be deemed no longer protected by the attorney-
client privilege, and that Client must inform the Firm if Client does not wish the Firm to discuss
privileged matters on cell telephones with Client or Client’s professionals or agents.
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 5 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 4
The Firm hereby informs Client and Client hereby acknowledges that the Firm’s
attorneys sometimes communicate with their clients and their clients’ professionals and agents
by unencrypted e-mail, that such communications are capable of being intercepted by others and
therefore may be deemed no longer protected by the attorney-client privilege, and that Client
must inform the Firm if Client wishes to institute a system to encode all e-mail between the Firm
and Client or Client’s professionals or agents.
File Retention. All records and files will be retained and disposed of in compliance with
the Firm’s policy in effect from time to time. Subject to future changes, it is the Firm’s current
policy generally not to retain records relating to a matter for more than five years. Upon Client’s
prior written request, the Firm will return client records that are Client’s property to Client prior
to their destruction. Although we will return your records (i.e., your client file) to you at any
time upon your written request, you agree that your client file will not include our Firm’s internal
files including administrative materials, internal communications, and drafts. It is not
administratively feasible for the Firm to advise Client of the closing of a matter or the disposal of
records. The Firm recommends, therefore, that Client maintain Client’s own files for reference
or submit a written request for Client’s client files promptly upon conclusion of a
matter. Notwithstanding anything to the contrary herein, Client acknowledges and agrees that
any applicable privilege of Client (including any attorney-client and work product privilege or
any duty of confidentiality) (collectively, the “Privileges”) belongs to Client alone and not to any
successor entity (including without limitation the Client after a change in control or other similar
restructuring or non-restructuring transaction (including without limitation a reorganized Client
after the effective date of a plan of reorganization), whether through merger, asset or equity sale,
business combination, or otherwise, irrespective of whether such transaction occurs in a
Restructuring Case or on an out-of-court basis (in each case, a “Transaction”)). Client hereby
waives any right, title, and interest of such successor entity to all information, data, documents,
or communications in any format covered by the Privileges that is in the possession of the Firm
(“Firm Materials”), to the extent that such successor entity had any right, title, and interest to
such Firm Materials. For the avoidance of doubt, Client agrees and acknowledges that after a
Transaction, such successor entity shall have no right to claim or waive the Privileges or request
the return of any such Firm Materials; instead, such Firm Materials shall remain in the Firm’s
sole possession and control for its exclusive use, and the Firm will (a) not waive any Privileges
or disclose the Firm Materials, (b) take all reasonable steps to ensure that the Privileges survive
and remain in full force and effect, and (c) assert the Privileges to prevent disclosure of any Firm
Materials.
Data Protection. You further agree that, if you provide us with personal data, you have
complied with applicable data protection legislation and that we may process such personal data
in accordance with our Data Transfer and Privacy Policy at www.kirkland.com. We process
your personal data in order to (i) carry out work for you; (ii) share the data with third parties such
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 6 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 5
as expert witnesses and other professional advisers if our work requires; (iii) comply with
applicable laws and regulations and (iv) provide you with information relating to our Firm and
its services.
Conflicts of Interest. As is customary for a law firm of the Firm’s size, there are
numerous business entities, with which Client currently has relationships, that the Firm has
represented or currently represents in matters unrelated to Client. The Firm notes that the Firm
currently represents or has represented Apax Partners, L.P. and/or its affiliates (collectively, the
“Interested Parties”) in a variety of matters and will continue to do so in such unrelated matters.
Because Client is engaged in activities (and may in the future engage in additional activities) in
which Client’s interests may diverge from those of the Interested Parties or the Firm’s other
clients, the possibility exists that the Interested Parties or one of the Firm’s clients may take
positions adverse to Client.
Further, in undertaking the representation of Client, the Firm wants to be fair not only to
Client’s interests but also to those of the Firm’s other clients. Because Client is engaged in
activities (and may in the future engage in additional activities) in which its interests may
diverge from those of the Firm’s other clients, the possibility exists that one of the Firm’s current
or future clients may take positions adverse to Client (including litigation or other dispute
resolution mechanisms) in a matter in which such other client may have retained the Firm or one
of Client’s adversaries may retain the Firm in a matter adverse to another entity or person.
In the event a present conflict of interest exists between Client and the Firm’s other
clients or in the event one arises in the future, Client agrees to waive any such conflict of interest
or other objection that would preclude the Firm’s representation of another client (a) in other
current or future matters substantially unrelated to the Engagement or (b) other than during a
Restructuring Case (as defined below), in other matters related to Client (such representation, an
“Allowed Adverse Representation”). By way of example, such Allowed Adverse
Representations might take the form of, among other contexts: litigation (including arbitration,
mediation and other forms of dispute resolution); transactional work (including consensual and
non-consensual merger, acquisition, and takeover situations, financings, and commercial
agreements); counseling (including advising direct adversaries and competitors); and
restructuring (including bankruptcy, insolvency, financial distress, recapitalization, equity and
debt workouts, and other transactions or adversarial adjudicative proceedings related to any of
the foregoing and similar matters).
Client also agrees that it will not, for itself or any other entity or person, assert that either
(i) the Firm’s representation of Client or any of Client’s affiliates in any past, present, or future
matter or (ii) the Firm’s actual or possible possession of confidential information belonging to
Client or any of Client’s affiliates is a basis to disqualify the Firm from representing another
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 7 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 6
entity or person in any Allowed Adverse Representation. Client further agrees that any Allowed
Adverse Representation does not breach any duty that the Firm owes to Client or any of Client’s
affiliates. Client also agrees that the Firm’s representation in the Engagement is solely of Client
and that no member or other entity or person related to it (such as a shareholder, parent,
subsidiary, affiliate, director, officer, partner, employee, or joint venturer) has the status of a
client for conflict of interest purposes.
In addition, if a waiver of a conflict of interest necessary to allow the Firm to represent
another client in a matter that is not substantially related to the Engagement is not effective for
any reason, Client agrees that the Firm may withdraw from the Engagement. Should that occur,
Client will not, for itself or any other entity or person, seek to preclude such termination of
services or assert that either (a) the Firm’s representation of Client or any of Client’s affiliates in
any past, present, or future matter or (b) the Firm’s actual or possible possession of confidential
information belonging to Client or any of Client’s affiliates is a basis to disqualify the Firm from
representing such other client or acting on such adverse matter.
It is important that you review this letter carefully and consider all of the advantages and
disadvantages of waiving certain conflicts of interests that would otherwise bar the Firm from
representing parties with interests adverse to you during the time in which the Firm is
representing you. You also understand that because this waiver includes future issues and future
clients that are unknown and unknowable at this time, it is impossible to provide you with any
more details about those prospective clients and matters. Thus, in choosing to execute this
waiver, you have recognized the inherent uncertainty about the array of potential matters and
clients the Firm might take on in matters that are adverse to you but have nonetheless decided it
is in your interest to waive conflicts of interest regarding the Allowed Adverse Representations
and waive rights to prohibit the Firm’s potential withdrawal should a conflict waiver prove
ineffectual.
The Firm informs Client that certain entities owned by current or former Firm attorneys
and senior staff (“attorney investment entities”) have investments in funds or companies that
may, directly or indirectly, be affiliated with Client, hold investments in Client’s debt or equity
securities, may be adverse to Client, or conduct commercial transactions with Client (each, a
“Passive Holding”). The attorney investment entities are passive and have no management or
other control rights in such funds or companies. The Firm notes that other persons may in the
future assert that a Passive Holding creates, in certain circumstances, a conflict between the
Firm’s exercise of its independent professional judgment in rendering advice to Client and the
financial interest of Firm attorneys participating in the attorney investment entities, and such
other persons might seek to limit Client’s ability to use the Firm to advise Client on a particular
matter. While the Firm cannot control what a person might assert or seek, the Firm believes that
the Firm’s judgment will not be compromised by virtue of any Passive Holding. Please let us
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 8 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 7
know if Client has any questions or concerns regarding the Passive Holdings. By executing this
letter, Client acknowledges the Firm’s disclosure of the foregoing.
Restructuring Cases. If it becomes necessary for Client to commence restructuring
cases under chapter 11 of the U.S. Bankruptcy Code (a “Restructuring Case”), the Firm’s
ongoing employment by Client will be subject to the approval of the court with jurisdiction over
the petitions. If necessary, the Firm will take steps necessary to prepare the disclosure materials
required in connection with the Firm’s retention as lead restructuring counsel. In the near term,
the Firm will begin conflicts checks on potentially interested parties as provided by Client.
If necessary, the Firm will prepare a preliminary draft of a schedule describing the Firm’s
relationships with certain interested parties (the “Disclosure Schedule”). The Firm will give
Client a draft of the Disclosure Schedule once it is available. Although the Firm believes that
these relationships do not constitute actual conflicts of interest, these relationships must be
described and disclosed in Client’s application to the court to retain the Firm.
If in the Firm’s determination a conflict of interest arises in Client’s Restructuring Case
requiring separate conflicts counsel, then Client will be required to use separate conflicts counsel
in those matters.
No Guarantee of Success. It is impossible to provide any promise or guarantee about
the outcome of Client’s matters. Nothing in this Agreement or any statement by Firm staff or
attorneys constitutes a promise or guarantee. Any comments about the outcome of Client’s
matter are simply expressions of judgment and are not binding on the Firm.
Consent to Use of Information. In connection with future materials that, for marketing
purposes, describe facets of the Firm’s law practice and recite examples of matters the Firm
handles on behalf of clients, Client agrees that, if those materials avoid disclosing Client’s
confidences and secrets as defined by applicable ethical rules, they may identify Client as a
client, may contain factual synopses of Client’s matters, and may indicate generally the results
achieved.
Reimbursement of Fees and Expenses. Client agrees to promptly reimburse the Firm
for all internal or external fees and expenses, including the amount of the Firm’s attorney and
paralegal time at normal billing rates, as incurred by the Firm in connection with participating in,
preparing for, or responding to any action, claim, objection, suit, or proceeding brought by or
against any third-party that relates to the legal services provided by the Firm under this
Agreement. Without limiting the scope of the foregoing, and by way of example only, this
paragraph extends to all such fees and expenses incurred by the Firm in responding to document
subpoenas, and preparing for and testifying at depositions and trials; and with respect to the
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 9 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 8
filing, preparation, prosecution or defense of any applications by the Firm for approval of fees
and expenses in a judicial, arbitral, or similar proceeding. Further, Client understands,
acknowledges, and agrees that in connection with a Restructuring Case, if Client has not objected
to the payment of a Firm invoice or to a Firm fee and expense application, has in fact paid such
invoice, or has approved such fee and expense application, then Client waives its right (and the
right of any successor entity as a result of a Transaction or otherwise) to subsequently object to
the payment of fees and expenses covered by such invoice or fee application.
LLP. Kirkland & Ellis LLP is a limited liability partnership organized under the laws of
Illinois, and Kirkland & Ellis International LLP is a limited liability partnership organized under
the laws of Delaware. Pursuant to those statutory provisions, an obligation incurred by a limited
liability partnership, whether arising in tort, contract or otherwise, is solely the obligation of the
limited liability partnership, and partners are not personally liable, directly or indirectly, by way
of indemnification, contribution, assessment or otherwise, for such obligation solely by reason of
being or so acting as a partner.
Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Illinois, without giving effect to the conflicts of law principles
thereof.
Miscellaneous. This Agreement sets forth the Parties’ entire agreement for rendering
professional services. It can be amended or modified only in writing and not orally or by course
of conduct. Each Party signing below is jointly and severally responsible for all obligations due
to the Firm and represents that each has full authority to execute this Agreement so that it is
binding. This Agreement may be signed in one or more counterparts and binds each Party
countersigning below, whether or not any other proposed signatory ever executes it. If any
provision of this Agreement or the application thereof is held invalid or unenforceable, the
invalidity or unenforceability shall not affect other provisions or applications of this Agreement
which can be given effect without such provisions or application, and to this end the provisions
of this Agreement are declared to be severable. Any agreement or waiver contained herein by
Client extends to any assignee or successor in interest to Client, including without limitation the
reorganized Client upon and after the effective date of a plan of reorganization in a Restructuring
Case.
This Agreement is the product of arm’s-length negotiations between sophisticated parties,
and Client acknowledges that it is experienced with respect to the retention of legal counsel.
Therefore, the Parties acknowledge and agree that any otherwise applicable rule of contract
construction or interpretation which provides that ambiguities shall be construed against the
drafter (and all similar rules of contract construction or interpretation) shall not apply to this
Agreement. The Parties further acknowledge that the Firm is not advising Client with respect to
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 10 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 9
this Agreement because the Firm would have a conflict of interest in doing so, and that Client
has consulted (or had the opportunity to consult) with legal counsel of its own choosing. Client
further acknowledges that Client has entered into this Agreement and agreed to all of its terms
and conditions voluntarily and fully-informed, based on adequate information and Client’s own
independent judgment. The Parties further acknowledge that they intend for this Agreement to
be effective and fully enforceable upon its execution and to be relied upon by the Parties.
***
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 11 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 10
Please confirm your agreement with the arrangements described in this letter by signing
the enclosed copy of this letter in the space provided below and returning it to us. Please
understand that, if we do not receive a signed copy of this letter within twenty-one days, we will
withdraw from representing you in this Engagement.
Very truly yours,
KIRKLAND & ELLIS LLP
By:
Printed Name: Joshua A. Sussberg, P.C.
Title: Partner
Agreed and accepted this 3rd day of April, 2024
VYAIRE HOLDING COMPANY
By:
Name: Vikram Bajaj
Title: Chief Financial Officer
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 12 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 10
Please confirm your agreement with the arrangements described in this letter by signing
the enclosed copy of this letter in the space provided below and returning it to us. Please
understand that, if we do not receive a signed copy of this letter within twenty-one days, we will
withdraw from representing you in this Engagement.
Very truly yours,
KIRKLAND & ELLIS LLP
By:
Printed Name: Joshua A. Sussberg, P.C.
Title: Partner
Agreed and accepted this 4th day of April, 2024
VYAIRE HOLDING COMPANY
By:
Name: Vikram Bajaj
Title: Chief Financial Officer
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 13 of 16
Mr. Vikram Bajaj
CONFIDENTIAL
March 28, 2024
Page 11
Addendum A: List of Client Subsidiaries
1. Vyaire Company 36. Vyaire GmbH
2. Vyaire Finance B.V. 37. Vyaire Medical GmbH
3. Vyaire Medical, Inc. 38. Vyaire Medical Private Limited
4. Bird Products Corporation 39. Vyaire S.r.l.
5. Breathe US Holdco Inc. 40. Vyaire Medical S.r.l.
6. Breathe US Holdings LP 41. Vyaire Medical SDN BHD
7. EME Medical, Inc. 42. Vyaire Medical Cooperatief U.A.
8. Revolutionary Medical Devices, Inc. 43. Vyaire Medical International B.V.
9. SensorMedics Corporation 44. Vyaire Medical Holdings B.V.
10. VIASYS Holdings Inc. 45. Vyaire B.V.
11. Vyaire Medical 202, Inc. 46. Vyaire Medical B.V.
12. Vyaire Medical 203, Inc. 47. Vyaire Medical Products Limited (Spółka z
13. Vyaire Medical 205, Inc. ograniczoną odpowiedzialnością) - Poland
14. Vyaire Medical 206, Inc. Branch
15. Vyaire Medical 211, Inc. 48. Vyaire Limited Liability Company
16. Vyaire Medical BR LLC 49. imtmedical Pte. Ltd.
17. Vyaire Medical Capital LLC 50. Vyaire Medical Pte. Ltd.
18. Vyaire Medical Consumables LLC 51. Vyaire Medical Korea Ltd.
19. Vyaire Medical International LLC 52. Vyaire Medical AB
20. Vyaire Medical LLC 53. Acutronic Medical Systems AG
21. Vyaire Medical Payroll LLC 54. Advanced Respiratory Care AG
22. Vyaire Respiratory Diagnostics LLC 55. imtmedical ag
23. Vyaire Financial Holdings LLC 56. Vyaire Medical Sarl
24. VM Finance Sub LLC 57. Vyaire Turkey Tibbi Cihazlar Ticaret
25. Vyaire Receivables LLC Anonim Sirketi
26. Vyaire TSR Sub, LLC 58. Vyaire DMCC
27. Vyaire TSR Midco, LLC 59. Carefusion U.K. 235 Limited
28. Vyaire Medical Pty Ltd 60. CareFusion U.K. 232 Limited
29. Intermed Equipamento Medico Hospitalar 61. Vyaire UK 236 Limited
LTDA 62. Vyaire Medical Products Limited
30. Servicos De Assistencia Tecnica A
Equipmaneto Medico Hospitalar LTDA
31. Vyaire Medical Products ULC
32. Beijing Branch of Vyaire Medical Products
(Shanghai) Co., Ltd.
33. Vyaire Medical Products (Shanghai) Co.,
Ltd.
34. Vyaire Medical Denmark Branch, Filial of
Vyaire Medical AB
35. MIM Medizinische Instrumente und
Monitoring GmbH
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 14 of 16
KIRKLAND & ELLIS LLP
SCHEDULE I: CLIENT-REIMBURSABLE EXPENSES AND OTHER CHARGES
Effective 01/01/2024
The following outlines Kirkland & Ellis LLP’s (“K&E LLP”) policies and standard charges for
various services performed by K&E LLP and/or by other third parties on behalf of the client
which are often ancillary to our legal services. Services provided by in-house K&E LLP
personnel are for the convenience of our clients. Given that these services are often ancillary to
our legal services, in certain instances it may be appropriate and/or more cost efficient for these
services to be outsourced to a third-party vendor. If services are provided beyond those outlined
below, pricing will be based on K&E LLP’s approximate cost and/or comparable market pricing.
Duplicating, Reprographics and Printing: The following list details K&E LLP’s
charges for duplicating, reprographics and printing services:
Black and White Copy or Print (all sizes of paper):
$0.16 per impression for all U.S. offices
€0.10 per impression in Munich
£0.15 per impression in London
HK$1.50 per impression in Hong Kong
CNY1.00 per impression in Beijing and Shanghai
Color Copy or Print (all sizes of paper):
$0.55 per impression
Scanned Images:
$0.16 per page for black and white or color scans
Other Services:
CD/DVD Duplicating or Mastering - $7/$10 per CD/DVD
Binding - $0.70 per binding
Large or specialized binders - $13/$27
Tabs - $0.13 per item
OCR/File Conversion - $0.03 per page
Large Format Printing - $1.00 per sq. ft.
Secretarial and Word Processing: Clients are not charged for secretarial and word
processing activities incurred on their matters during standard business hours.
Overtime Charges: Clients will be charged for overtime costs for secretarial and
document services work if either (i) the client has specifically requested the after-hours
work or (ii) the nature of the work being done for the client necessitates out-of-hours
overtime and such work could not have been done during normal working hours. If these
conditions are satisfied, costs for related overtime meals and transportation also will be
charged.
1
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 15 of 16
Travel Expenses: We charge clients our out-of-pocket costs for travel expenses
including associated travel agency fees. We charge coach fares (business class for
international flights) unless the client has approved business-class, first-class or an
upgrade. K&E LLP personnel are instructed to incur only reasonable airfare, hotel and
meal expenses. K&E LLP negotiates, uses, and passes along volume discount hotel and
air rates whenever practicable. However, certain retrospective rebates may not be passed
along.
Catering Charges: Clients will be charged for any in-house catering service provided in
connection with client matters.
Communication Expenses: We do not charge clients for telephone calls, conference
calls, videoconferences or faxes made from K&E LLP’s offices.
Charges incurred for conference calls, videoconferences, cellular telephones, and calls
made from other third-party locations will be charged to the client at the actual cost
incurred. Further, other telecommunication expenses incurred at third-party locations
(e.g., phone lines at trial sites, Internet access, etc.) will be charged to the client at the
actual cost incurred.
Overnight Delivery/Postage: We charge clients for the actual cost of overnight and
special delivery (e.g., Express Mail, FedEx, and DHL), and U.S. postage for materials
mailed on the client’s behalf. K&E LLP negotiates, uses, and passes along volume
discount rates whenever practicable.
Messengers: We charge clients for the actual cost of a third-party vendor messenger.
Library Research Services: Library Research staff provides research and document
retrieval services at the request of attorneys, and clients are charged per hour for these
services. Any expenses incurred in connection with the request, such as outside retrieval
service or online research charges, are passed on to the client at cost, including any
applicable discounts.
Online Research Charges: K&E LLP charges for costs incurred in using third-party
online research services in connection with a client matter. K&E LLP negotiates and
uses discounts or special rates for online research services whenever possible and
practicable and passes through the full benefit of any savings to the client based on actual
usage.
Inter-Library Loan Services: Our standard client charge for inter-library loan services
when a K&E LLP library employee borrows a book from an outside source is $25 per
title. There is no client charge for borrowing books from K&E LLP libraries in other
cities or from outside collections when the title is part of the K&E LLP collection but
unavailable.
Off-Site Legal Files Storage: Clients are not charged for off-site storage of files unless
the storage charge is approved in advance.
2
Case 24-11217-BLS Doc 350-1 Filed 08/05/24 Page 16 of 16
Electronic Data Storage: K&E LLP will not charge clients for costs to store electronic
data and files on K&E LLP’s systems if the data stored does not exceed 100 gigabytes
(GB). If the data stored for a specific client exceeds 100GB, K&E LLP will charge
clients $6.00 per month/per GB for all network data stored until the data is either returned
to the client or properly disposed of. For e-discovery data on the Relativity platform,
K&E LLP will also charge clients $6.00 per month/per GB until the data is either
returned to the client or properly disposed of.
Tax Filings: Clients will be charged a fixed fee for certain tax filings. Our standard
charge is $400 per Form 8832 election; $250 per Form 83(b) election for the first 20
forms, $100 per form for any additional forms; $1,000 each for Form SS-4 (Foreign);
$100 each for Form SS-4 (Domestic); and $75 for each FIRPTA certificate.
Calendar Court Services: Our standard charge is $25 for a court filing and other court
services or transactions.
Supplies: There is no client charge for standard office supplies. Clients are charged for
special items (e.g., a minute book, exhibit tabs/indexes/dividers, binding, etc.) and then at
K&E LLP’s actual cost.
Contract Attorneys and Contract Non-Attorney Billers: If there is a need to utilize a
contract attorney or contract non-attorney on a client engagement, clients will be charged
a standard hourly rate for these billers unless other specific billing arrangements are
agreed between K&E LLP and client.
Expert Witnesses, Experts of Other Types, and Other Third Party Consultants: If
there is a need to utilize an expert witness, expert of other type, or other third party
consultant such as accountants, investment bankers, academicians, other attorneys, etc.
on a client engagement, clients will be requested to retain or pay these individuals
directly unless specific billing arrangements are agreed between K&E LLP and client.
Third Party Expenditures: Third party expenditures (e.g., corporate document and lien
searches, lease of office space at Trial location, IT equipment rental, SEC and regulatory
filings, etc.) incurred on behalf of a client, will be passed through to the client at actual
cost. If the invoice exceeds $50,000, it is K&E LLP’s policy that wherever possible such
charges will be directly billed to the client. In those circumstances where this is not
possible, K&E LLP will seek reimbursement from our client prior to paying the vendor.
Unless otherwise noted, charges billed in foreign currencies are based on current U.S. charges at
an appropriate exchange rate.
3
File and source
- File
- gov.uscourts.deb.193283.350.1.pdf
- Size
- 531,781 bytes
- SHA-256
- 9a4dc3dd3ad6f53910f71c876c3a117852dea5d2d4711ca066dca4920180bc31
- Original
- PACER (login required)