Summary Cover Sheet to the Second Interim — Kirkland & Ellis LLP — Vyaire Medical, Inc., et al. (Case No. 24-11217)

Summary

Kirkland & Ellis LLP and Kirkland & Ellis International LLP, attorneys for the Debtors and Debtors in Possession in the chapter 11 case of Vyaire Medical, Inc., et al. (Case No. 24-11217 (BLS)), file a Second Interim and Final Fee Application, Doc 882, filed 12/23/24. The cover sheet seeks interim compensation of $2,995,971.50 and expense reimbursement of $12,355.08 for September 1, 2024 through November 14, 2024, and final compensation of $12,250,591.82 and expenses of $72,213.15 for June 9, 2024 through November 14, 2024. Total compensation approved by interim order to date is $10,337,279.92, and total expenses approved are $67,717.40. The application states it includes approximately 76 hours and $81,824.00 in fees incurred in preparing fee applications.

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

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

)

In re:
)
Chapter 11

)

VYAIRE MEDICAL, INC., et al.,1
)
Case No. 24-11217 (BLS)

)

Debtors.
)
(Jointly Administered)

)

SUMMARY COVER SHEET TO THE SECOND INTERIM AND FINAL FEE
APPLICATION OF KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS
INTERNATIONAL LLP, ATTORNEYS FOR THE DEBTORS AND DEBTORS IN
POSSESSION, FOR THE (I) INTERIM FEE PERIOD FROM SEPTEMBER 1, 2024,
THROUGH AND INCLUDING NOVEMBER 14, 2024, AND THE (II) FINAL FEE
PERIOD FROM JUNE 9, 2024, THROUGH AND INCLUDING NOVEMBER 14, 2024

Name of Applicant:

Kirkland & Ellis LLP
Authorized to Provide Professional Services to:
Debtors and Debtors in Possession
Date of Retention:
August 5, 2024, effective as of June 9, 2024
Interim Period for which Compensation and
Reimbursement is Sought:

September 1, 2024, through
November 14, 2024 (the “Second Interim Fee
Period”)
Interim Amount of Compensation Sought as Actual,
Reasonable and Necessary:

$2,995,971.50
Interim Amount of Expense Reimbursement Sought as
Actual, Reasonable, and Necessary:

$12,355.08
Amount of Holdback Fees Sought for Applicable Period:

$599,194.30
Total Compensation Approved by Interim Order to Date:
$10,337,279.92

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 882    Filed 12/23/24    Page 1 of 47

Final Period for which Compensation and
Reimbursement is Sought:

June 9, 2024, through and including
November 14, 2024 (the “Fee Period”)
Final Amount of Compensation Sought as Actual,
Reasonable and Necessary:2

$12,250,591.82
Final Amount of Expense Reimbursement Sought as
Actual, Reasonable, and Necessary:
$72,213.15
This is a(n)       monthly     X   interim     X   final application.
This Fee Application includes approximately 76 hours and $81,824.00 in fees incurred in connection with
the preparation of Fee Applications.
Prior Applications

Requested
Approved3
Date Filed;
Docket No.
Period Covered
Fees
Expenses
Fees
Expenses
November 13,
2024
[Docket No.
742]
June 9, 2024 –
August 31, 2024
$9,309,620.32
$65,000.23
$9,254,620.32
$59,858.07
November 20,
2024 [Docket
No. 758]
September 1, 2024 –
September 30, 2024
$1,082,659.60
(80% of
$1,353,324.50)
$7,859.33
$1,082,659.60
$7,859.33
December 6,
2024 [Docket
No. 823]
October 1, 2024 –
October 31, 2024
$811,020.80 (80%
of $1,013,776.00)
$3,957.43
---
---
December 18,
2024 [Docket
No. 847]
November 1, 2024 –
November 14, 2024
$503,096.80 (80%
of $628,871.00)
$538.32
---
---
Total
$11,706,397.52
$77,355.31
$10,337,279.92
$67,717.40

2
For the avoidance of doubt, the final amount of compensation includes the reductions agreed upon with the Office
of the United States Trustee of the District of Delaware (the “U.S. Trustee”) and as articulated in the Fee
Examiner’s Final Report Pertaining to Interim Fee Applications of Certain Retained Professionals [Docket No.
827].
3
The Debtors filed Certificates of No Objection related to such prior applications at Docket Nos. 537, 683, 697,
and 838.
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 2 of 47

Summary of Hours by Professional Billed in the Interim Fee Period

Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this Application
Rebecca H. Arnall
Associate
ECEB - Executive
Compensation
2017
$1,265.00
1.50
$1,897.50
Chris Ceresa
Associate
Restructuring
2020
$1,395.00
138.80
$193,626.00
Tiffani Chanroo
Associate
Restructuring
2021
$1,345.00
131.10
$176,329.50
Erica D. Clark
Associate
Restructuring
2019
$1,595.00
0.60
$957.00
Erin Davey
Associate
ECEB -
Labor/Employment
2023
$975.00
5.80
$5,655.00
Jaina Desai
Associate
Restructuring
2023
$975.00
30.50
$29,737.50
Luke Finn
Associate
Corporate -
M&A/Private Equity
2021
$1,345.00
215.60
$289,982.00
Justin M. Garfinkle
Associate
Technology & IP
Transactions
2022
$1,095.00
12.70
$13,906.50
Emanuel Goetz
Associate
Taxation
2024
$750.00
59.70
$44,775.00
Palmer Gunderson
Associate
Taxation
2023
$995.00
92.80
$92,336.00
David Hackel
Associate
Restructuring
2023
$1,095.00
9.40
$10,293.00
Olivia Kaufmann
Associate
Corporate - Healthcare
2023
$1,095.00
3.50
$3,832.50
Sooah Kim
Associate
ECEB - Employee
Benefits
2022
$1,095.00
1.90
$2,080.50
Sabrina Lieberman
Associate
Restructuring
2023
$975.00
125.10
$121,972.50
Ruan J. Meintjes
Associate
Corporate - Healthcare
2022
$1,095.00
11.90
$13,030.50
Jai Mudhar
Associate
Restructuring
2020
$1,345.00
13.30
$17,888.50
Trent Nachbar
Associate
Corporate -
M&A/Private Equity
2022
$1,265.00
16.00
$20,240.00
Dan O’Connor
Associate
Corporate -
M&A/Private Equity
2021
$1,345.00
90.40
$121,588.00
Sarah Osborne
Associate
Restructuring
2023
$975.00
4.40
$4,290.00
Carolin Paus
Associate
Restructuring
2023
$750.00
35.20
$26,400.00
$750.00
70.60
$52,950.00
Joshua Raphael
Associate
Restructuring
2023
$1,095.00
61.60
$67,452.00
Adrian Salmen
Associate
Restructuring
2021
$1,265.00
7.50
$9,487.50
Seth Sanders
Associate
Restructuring
2021
$1,265.00
37.00
$46,805.00
Scottie Shermetaro
Associate
Technology & IP
Transactions
2018
$1,575.00
10.40
$16,380.00
Alex Stephenson
Associate
Taxation
2022
$1,175.00
2.60
$3,055.00
Kyle Nolan Trevett
Associate
Restructuring
2020
$1,265.00
1.80
$2,277.00
Paul Vasiloff
Associate
ECEB -
Labor/Employment
2021
$1,345.00
6.20
$8,339.00
Donatus Wang
Associate
Restructuring
2022
$960.00
37.00
$35,520.00
Quin Wetzel
Associate
Restructuring
2023
$975.00
11.40
$11,115.00
Ali Mohammad
Zarrabi
Associate
Corporate -
M&A/Private Equity
2022
$1,095.00
31.20
$34,164.00
Ann-Kathrin Ziegler
Associate
Restructuring
2018
$1,070.00
8.80
$9,416.00
Hendrik Braun
Partner
Corporate -
M&A/Private Equity
2010
(Germany)
$1,145.00
9.90
$11,335.50
Bernadette Coppola
Partner
Technology & IP
Transactions
2013
$1,575.00
11.50
$18,112.50
Hannah Crawford
Partner
Restructuring
2015
$1,595.00
20.70
$33,016.50
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 3 of 47

Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this Application
Sion Davies
Partner
Antitrust/Competition
2016
$1,575.00
0.60
$945.00
Tabitha J. De Paulo
Partner
Litigation - General
2015
$1,435.00
3.40
$4,879.00
Anthony M. Del Rio
Partner
Corporate - Healthcare
2014
$1,595.00
3.50
$5,582.50
Michael Ehret
Partner
Taxation
2001
$1,895.00
135.20
$256,204.00
Susan D. Golden
Partner
Restructuring
1988
$1,600.00
6.30
$10,080.00
Kate Hardey
Partner
Corporate - Healthcare
2003
$1,995.00
29.50
$58,852.50
Partha Kar
Partner
Restructuring
2002
$2,305.00
0.50
$1,152.50
Maximilian Liegl
Partner
Corporate -
M&A/Private Equity
2017
(Germany)
$1,070.00
1.00
$1,070.00
Sean McClay
Partner
Corporate - Debt
Finance
2018
$1,575.00
3.20
$5,040.00
Alisa Melekhina
Partner
Litigation - General
2015
$1,595.00
0.70
$1,116.50
Maureen D.
O’Brien
Partner
ECEB - Employee
Benefits
1998
$2,115.00
7.40
$15,651.00
Scott D. Price, P.C.
Partner
ECEB - Executive
Compensation
1998
$2,245.00
0.50
$1,122.50
William T. Pruitt
Partner
Litigation - General
2004
$1,695.00
2.70
$4,576.50
Jay M. Ptashek,
P.C.
Partner
Corporate - Debt
Finance
1993
$2,245.00
1.00
$2,245.00
Risa Salins
Partner
ECEB -
Labor/Employment
2002
$2,115.00
13.00
$27,495.00
Yusuf Salloum
Partner
Restructuring
2018
$1,595.00
165.20
$263,494.00
Anna Schwander
Partner
Corporate - Capital
Markets
2002
$1,315.00
19.80
$26,037.00
Scottie Shermetaro
Partner
Technology & IP
Transactions
2018
$1,575.00
20.70
$32,602.50
Josh Sussberg, P.C.
Partner
Restructuring
2004
$2,305.00
0.20
$461.00
Paul D. Tanaka,
P.C.
Partner
Environment -
Transactional
2003
$2,115.00
0.60
$1,269.00
Steve Toth
Partner
Corporate -
M&A/Private Equity
2005
$1,820.00
255.30
$464,646.00
Sarah Ullathorne
Partner
Restructuring
2004
$1,575.00
1.80
$2,835.00
Nicholas Warther
Partner
Taxation
2017
$1,665.00
60.20
$100,233.00
Cristina Weidner
Partner
Restructuring
2005
$1,665.00
26.10
$43,456.50
Spencer A. Winters,
P.C.
Partner
Restructuring
2013
$1,685.00
29.80
$50,213.00
Sara B. Zablotney,
P.C.
Partner
Taxation
2003
$2,445.00
21.90
$53,545.50
Ann-Kathrin Ziegler
Partner
Restructuring
2018
$1,070.00
3.20
$3,424.00
Totals

2,141.70
$2,988,471.00
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 4 of 47

Summary of Hours by Paraprofessionals Billed In Interim Fee Period

Professional
Name
Position
Department
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this Application
Stephanie Choi
Junior
Paralegal
Litigation -
General
355.00
1.20
$426.00
Tanzila Zomo
Junior
Paralegal
Restructuring
355.00
14.90
$5,289.50
Amy Donahue
Paralegal
Restructuring
525.00
2.50
$1,312.50
Julia R. Foster
Paralegal
Restructuring
525.00
0.90
$472.50
Totals for Paraprofessionals
19.50
$7,500.50

Interim Compensation By Project Category
Matter
Number
Project Category Description
Total Hours
Total Fees
5
Corporate & Governance Matters
87.50
$107,901.00
6
Disclosure Statement/Plan/Confirmation
361.60
$471,320.00
7
DIP Financing and Cash Collateral
10.70
$14,703.50
8
Cash Management
1.20
$1,170.00
10
Asset Sales/Section 363 Issues
1,096.80
$1,547,702.50
11
Executory Contracts & Unexpired Leases
10.50
$14,688.00
12
Business Operations
46.20
$71,724.50
17
Hearings
5.70
$8,212.50
18
Insurance and Surety Matters
66.30
$106,159.50
20
Tax Matters
219.00
$322,629.50
21
Case Administration
41.00
$51,692.50
22
Retention - K&E
164.10
$192,176.00
23
Retention - Non K&E
2.40
$3,108.00
24
Vendor Matters
4.00
$6,135.50
25
Litigation
4.00
$6,813.00
28
Creditors’ Committee Matters
3.40
$4,963.00
29
Employee and Labor Matters
36.80
$64,872.50
Total
2,161.20
$2,995,971.50
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 5 of 47

Interim Expense Summary
Expense
Vendor (if any)
Unit Cost
(if applicable)
Amount
Standard Copies or Prints
Kirkland & Ellis LLP

$76.40
Color Copies or Prints
Kirkland & Ellis LLP
$0.10
$410.85
Local Transportation
VITAL TRANSPORTATION
SERVICES INC

$467.12
Travel Expense

$360.80
Airfare

$2,654.24
Transportation to/from airport
Boston Coach Corporation;
Uber; SUNNY’S
WORLDWIDE

$1,564.23
Travel Meals

$178.00
Outside Printing Services

$1,771.48
Outside Retrieval Service
CSC; Clarivate Analytics
(Compumark) Inc.;
BUNDESANZEIGER
VERLAG

$1.83
Computer Database Research
Restructuring Concepts LLC;
RELX Inc DBA LexisNexis -
Courtlink

$1,489.76
Westlaw Research
Thomson Reuters - West
Publishing Corp - Westlaw

$1,061.05
LexisNexis Research
RELX Inc DBA LexisNexis

$1,479.54
Overtime Transportation

$626.91
Overtime Meals - Attorney
GRUBHUB HOLDINGS INC

$201.97
Computer Database Research - Soft
PACER

$10.90
Total
$12,355.08

SUMMARY OF FINAL APPLICATION
Name of Applicant
Kirkland & Ellis LLP
Name of Client
Debtors and Debtors in Possession
Time Period Covered by Final Application
June 9, 2024 – November 14, 2024
Total Compensation Sought During Final
Application Period after all Voluntary Reductions
$12,250,591.82
Total Expenses Sought During the Final Application Period
$72,213.15
Petition Date
June 9, 2024
Retention Date
June 9, 2024
Date of Order Approving Employment
August 5, 2024
Total Compensation approved by Interim Order to Date
$10,337,279.92
Total Expenses Approved by Interim Order to Date
$67,717.40
Total Allowed Compensation Paid to Date
$10,337,279.92
Total Allowed Expenses Paid to Date
$67,717.40
Blended Rate in Final Application for all Attorneys
$1,330.24
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 6 of 47

SUMMARY OF FINAL APPLICATION
Blended Rate in Final Application for all
Timekeepers
$1,291.28
Compensation Sought in the Final Application Already Paid
Pursuant to a Monthly Compensation Order but Not Yet
Allowed
$1,082,659.60
Expenses Sought in Final Application Already Paid Pursuant
to a Monthly Compensation Order but Not Yet Allowed
$7,859.33
Number of Professionals Included in Final
Application
127
If Applicable, Number of Professionals in Final Application not
Included in Staffing Plan Approved by Client
35
If Applicable, Difference Between Fees Budgeted and
Compensation Sought During Final Application Period
$5,293,991.82 higher than budgeted because the
budget was projected through September 7, 2024,
while the Fee Period extends an extra 9 weeks and 5
days, through November 14, 2024.
Number of Professionals Billing Fewer than 15 hours to the Case
during Final Application Period
56
Are Any Rates Higher Than Those Approved or Disclosed at
Retention?
No.

Summary of Hours by Attorneys Billed In Final Fee Period

Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours
Billed
In this
Application
Fees Billed
In this
Application
Rebecca H. Arnall
Associate
ECEB - Executive
Compensation
2017
$1,203.77
23.60
$28,409.00
Cooper Barghols
Associate
Corporate - General
2023
$885.97
12.40
$10,986.00
Wes Benter
Associate
ECEB -
Labor/Employment
2019
$1,575.00
0.50
$787.50
Samantha Bradley
Associate
Technology & IP
Transactions
2019
$1,345.00
7.00
$9,415.00
Chris Ceresa
Associate
Restructuring
2020
$1,385.25
616.60
$854,147.00
Tiffani Chanroo
Associate
Restructuring
2021
$1,326.57
459.30
$609,294.50
Kenny Chiaghana
Associate
Restructuring
2023
$907.69
150.00
$136,154.00
Erica D. Clark
Associate
Restructuring
2019
$1,595.00
105.50
$168,272.50
Dominique Collins
Associate
ECEB - Executive
Compensation
2020
$1,127.38
2.10
$2,367.50
Georgia Cooper-
Dervan
Associate
Litigation - General
2021
$1,185.00
0.90
$1,066.50
Joseph A.
D’Antonio
Associate
Litigation - General
2021
$1,210.21
12.10
$14,643.50
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 7 of 47

Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours
Billed
In this
Application
Fees Billed
In this
Application
Erin Davey
Associate
ECEB -
Labor/Employment
2023
$975.00
5.80
$5,655.00
Jaina Desai
Associate
Restructuring
2023
$939.92
550.10
$517,051.50
Shareen Dhillon
Associate
Technology & IP
Transactions
2018
$1,265.00
2.00
$2,530.00
Luke Finn
Associate
Corporate -
M&A/Private Equity
2021
$1,345.00
465.40
$625,963.00
Justin M. Garfinkle
Associate
Technology & IP
Transactions
2022
$1,083.38
106.40
$115,272.00
Emanuel Goetz
Associate
Taxation
2024
$746.92
147.50
$110,170.00
Palmer Gunderson
Associate
Taxation
2023
$975.84
265.40
$258,988.00
David Hackel
Associate
Restructuring
2023
$1,013.91
165.30
$167,599.50
Yoonie Han
Associate
Corporate - Debt
Finance
2019
$1,456.08
27.70
$40,333.50
Liz Ji
Associate
Taxation
2021
$1,225.21
28.70
$35,163.50
Olivia Kaufmann
Associate
Corporate - Healthcare
2023
$1,051.60
56.40
$59,310.00
Sooah Kim
Associate
ECEB - Employee
Benefits
2022
$1,069.08
21.30
$22,771.50
Brian King
Associate
Corporate - Healthcare
2017
$1,345.00
3.60
$4,842.00
Maggie Kate King
Associate
Technology & IP
Transactions
2021
$1,229.94
70.30
$86,464.50
Sabrina Lieberman
Associate
Restructuring
2023
$922.96
424.00
$391,336.00
Savannah Malnar-
Cole
Associate
Antitrust/Competition
2023
$1,146.00
13.00
$14,898.00
Jennifer Mancini
Associate
Litigation - General
2022
$1,037.50
6.00
$6,225.00
Rebecca J. Marston
Associate
Restructuring
2021
$1,309.31
288.30
$377,475.50
Brandan Matthews
Associate
Corporate -
M&A/Private Equity
2021
$1,345.00
118.30
$159,113.50
Grant McClernon
Associate
Corporate - Healthcare
2023
$815.00
2.00
$1,630.00
Ruan J. Meintjes
Associate
Corporate - Healthcare
2022
$1,063.37
108.50
$115,375.50
Julienne Miranda
Associate
Corporate - General
2023
$822.66
16.70
$13,738.50
Jake Moeller
Associate
Corporate - General
2022
$1,095.00
5.60
$6,132.00
Michael William
Morgan
Associate
Corporate - General
2022
$978.60
10.00
$9,786.00
Jai Mudhar
Associate
Restructuring
2020
$1,331.24
40.70
$54,181.50
Trent Nachbar
Associate
Corporate -
M&A/Private Equity
2022
$1,231.63
167.10
$205,805.50
Dan O’Connor
Associate
Corporate -
M&A/Private Equity
2021
$1,329.64
325.50
$432,797.50
Sarah Osborne
Associate
Restructuring
2023
$909.91
256.40
$233,302.00
Carolin Paus
Associate
Restructuring
2023
$723.19
170.20
$123,087.00
D. Taylor Petersen
Associate
Corporate - General
2023
$975.00
29.30
$28,567.50
Joseph Cermak
Profancik
Associate
Corporate - Debt
Finance
2022
$1,011.50
26.30
$26,602.50
Joshua Raphael
Associate
Restructuring
2023
$1,083.11
169.60
$183,696.00
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 8 of 47

Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours
Billed
In this
Application
Fees Billed
In this
Application
Adrian Salmen
Associate
Restructuring
2021
$1,207.82
88.30
$106,650.50
Seth Sanders
Associate
Restructuring
2021
$1,170.75
152.60
$178,657.00
Florian Schuette
Associate
Taxation
2023
$750.00
1.50
$1,125.00
Scottie Shermetaro
Associate
Technology & IP
Transactions
2018
$1,554.20
192.10
$298,561.50
Daniel Shin
Associate
Technology & IP
Transactions
2023
$975.00
37.60
$36,660.00
Noah Spector
Associate
Litigation - General
2021
$1,184.29
77.40
$91,664.00
Alex Stephenson
Associate
Taxation
2022
$1,175.00
2.60
$3,055.00
Matt Swanson
Associate
Environment -
Transactional
2021
$1,329.00
3.50
$4,651.50
Kyle Nolan Trevett
Associate
Restructuring
2020
$1,154.70
110.20
$127,248.00
Josh Valletta
Associate
Restructuring
2023
$975.00
0.30
$292.50
Paul Vasiloff
Associate
ECEB -
Labor/Employment
2021
$1,323.72
21.80
$28,857.00
Donatus Wang
Associate
Restructuring
2022
$938.48
92.50
$86,809.00
Quin Wetzel
Associate
Restructuring
2023
$900.77
117.90
$106,200.50
Ali Mohammad
Zarrabi
Associate
Corporate -
M&A/Private Equity
2022
$1,095.00
31.20
$34,164.00
Ann-Kathrin Ziegler
Associate
Restructuring
2018
$1,065.18
49.80
$53,046.00
Kon Asimacopoulos
Partner
Restructuring
2000
$2,305.00
45.00
$103,725.00
Marin Boney
Partner
Antitrust/Competition
2008
$1,885.00
2.50
$4,712.50
Hendrik Braun
Partner
Corporate -
M&A/Private Equity
2010
(Germany)
$1,145.00
9.90
$11,335.50
John G. Caruso
Partner
Real Estate
1992
$2,115.00
8.60
$18,189.00
Adam Thomas
Clifford, P.C.
Partner
Corporate -
M&A/Private Equity
2013
$1,995.00
10.40
$20,748.00
Bernadette Coppola
Partner
Technology & IP
Transactions
2013
$1,575.00
94.40
$148,680.00
Hannah Crawford
Partner
Restructuring
2015
$1,595.00
27.20
$43,384.00
Sion Davies
Partner
Antitrust/Competition
2016
$1,575.00
5.70
$8,977.50
Tabitha J. De Paulo
Partner
Litigation - General
2015
$1,435.00
106.70
$153,114.50
Anthony M. Del
Rio
Partner
Corporate - Healthcare
2014
$1,595.00
79.30
$126,483.50
Michael Ehret
Partner
Taxation
2001
$1,895.00
288.80
$547,276.00
Emma L. Flett
Partner
Technology & IP
Transactions
2009
$2,115.00
5.40
$11,421.00
Susan D. Golden
Partner
Restructuring
1988
$1,600.00
12.40
$19,840.00
Luci Hague
Partner
International Trade
2015
$1,575.00
0.40
$630.00
Kate Hardey
Partner
Corporate - Healthcare
2003
$1,995.00
78.50
$156,607.50
Erik Hepler
Partner
Corporate - Debt
Finance
1990
$2,115.00
0.20
$423.00
Andrew Idrizovic,
P.C.
Partner
Corporate - Debt
Finance
2009
$1,995.00
3.00
$5,985.00
Partha Kar
Partner
Restructuring
2002
$2,305.00
19.60
$45,178.00
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 9 of 47

Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours
Billed
In this
Application
Fees Billed
In this
Application
Sarah Kimmer
Partner
Litigation - General
2015
$1,365.00
2.00
$2,730.00
Daniel Lewis, P.C.
Partner
Technology & IP
Transactions
2008
$1,910.00
31.70
$60,547.00
Maximilian Liegl
Partner
Corporate -
M&A/Private Equity
2017
(Germany)
$1,070.00
1.00
$1,070.00
Mario Mancuso,
P.C.
Partner
International Trade
1997
$2,400.00
0.20
$480.00
Sean McClay
Partner
Corporate - Debt
Finance
2018
$1,575.00
11.70
$18,427.50
Mark McKane, P.C.
Partner
Litigation - General
1999
$2,065.00
6.00
$12,390.00
Alisa Melekhina
Partner
Litigation - General
2015
$1,595.00
53.60
$85,492.00
James Morgan
Partner
Taxation
2004
$2,445.00
2.90
$7,090.50
Mavnick Nerwal
Partner
Taxation
2008
$2,265.00
0.50
$1,132.50
Maureen D.
O’Brien
Partner
ECEB - Employee
Benefits
1998
$2,115.00
25.90
$54,778.50
Rakesh Patel
Partner
Taxation
2000
$1,665.00
2.50
$4,162.50
Evangelia Podaras
Partner
ECEB -
Labor/Employment
2016
$1,575.00
26.10
$41,107.50
Scott D. Price, P.C.
Partner
ECEB - Executive
Compensation
1998
$2,245.00
3.40
$7,633.00
William T. Pruitt
Partner
Litigation - General
2004
$1,695.00
3.50
$5,932.50
Jay M. Ptashek,
P.C.
Partner
Corporate - Debt
Finance
1993
$2,245.00
3.00
$6,735.00
Risa Salins
Partner
ECEB -
Labor/Employment
2002
$2,115.00
34.10
$72,121.50
Yusuf Salloum
Partner
Restructuring
2018
$1,595.00
322.40
$514,228.00
Anna Schwander
Partner
Corporate - Capital
Markets
2002
$1,315.00
27.00
$35,505.00
Scottie Shermetaro
Partner
Technology & IP
Transactions
2018
$1,575.00
20.70
$32,602.50
Noah Shier
Partner
Technology & IP
Transactions
2017
$1,575.00
9.50
$14,962.50
Jessica H. Sicsu
Partner
Corporate -
M&A/Private Equity
2002
$1,745.00
0.70
$1,221.50
Josh Sussberg, P.C.
Partner
Restructuring
2004
$2,305.00
7.30
$16,826.50
Paul D. Tanaka,
P.C.
Partner
Environment -
Transactional
2003
$2,115.00
16.90
$35,743.50
Michael D. Thorpe
Partner
Antitrust/Competition
2010
$1,695.00
0.60
$1,017.00
Steve Toth
Partner
Corporate -
M&A/Private Equity
2005
$1,820.00
587.80
$1,069,796.00
Sarah Ullathorne
Partner
Restructuring
2004
$1,575.00
7.10
$11,182.50
Nicholas Warther
Partner
Taxation
2017
$1,665.00
197.90
$329,503.50
Cristina Weidner
Partner
Restructuring
2005
$1,665.00
47.60
$79,254.00
Dennis Williams
Partner
Corporate - Healthcare
2008
$2,025.00
1.50
$3,037.50
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 10 of 47

Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours
Billed
In this
Application
Fees Billed
In this
Application
Spencer A. Winters,
P.C.
Partner
Restructuring
2013
$1,685.00
311.50
$524,877.50
Sara B. Zablotney,
P.C.
Partner
Taxation
2003
$2,445.00
91.50
$223,717.50
Ann-Kathrin Ziegler
Partner
Restructuring
2018
$1,070.00
3.20
$3,424.00
Totals

9,122.00
$12,134,487.00

Summary of Hours by Paraprofessionals Billed In Fee Period

Professional
Name
Position
Department
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this Application
Stephanie Choi
Junior
Paralegal
Litigation -
General
355.00
59.80
$21,229.00
Georgia
Meadow
Junior
Paralegal
Restructuring
355.00
0.50
$177.50
Ashley
Brittanie Miller
Junior
Paralegal
Technology &
IP
Transactions
355.00
0.70
$248.50
Tanzila Zomo
Junior
Paralegal
Restructuring
355.00
80.80
$28,684.00
Lauren Austgen
Paralegal
Technology &
IP
Transactions
435.00
1.50
$652.50
Amy Donahue
Paralegal
Restructuring
525.00
40.70
$21,367.50
Julia R. Foster
Paralegal
Restructuring
525.00
67.20
$35,280.00
Angela
Leonard
Paralegal
Litigation -
General
625.00
26.90
$16,812.50
Michelle L.
Nowicki
Paralegal
Technology &
IP
Transactions
625.00
51.00
$31,875.00
Robert Orren
Paralegal
Restructuring
625.00
0.50
$312.50
Henry Rosas
Paralegal
Corporate -
Debt Finance
625.00
0.50
$312.50
Barbara M.
Siepka
Paralegal
Technology &
IP
Transactions
435.00
3.80
$1,653.00
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 11 of 47

Professional
Name
Position
Department
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this Application
Hayley Smith
Paralegal
Technology &
IP
Transactions
625.00
2.00
$1,250.00
Rob Soneson
Paralegal
Technology &
IP
Transactions
625.00
10.00
$6,250.00
Michael Y.
Chan
Support
Staff
Conflicts
Analysis
395.00
24.00
$9,480.00
Matthew
Cooper
Support
Staff
Conflicts
Analysis
340.00
5.00
$1,700.00
Marta Dudyan
Support
Staff
Conflicts
Analysis
340.00
25.00
$8,500.00
Shaun Patrick
Kelly
Support
Staff
Presentation
Design
495.00
4.30
$2,128.50
Eric Nyberg
Support
Staff
Conflicts
Analysis
340.00
22.50
$7,650.00
Totals for Paraprofessionals
426.70
$195,563.00

Final Compensation by Project Category
Matter
Number
Project Category Description
Total Hours
Total Fees
4
Chapter 11 Filing & First Day Pleadings
429.70
$468,189.00
5
Corporate & Governance Matters
215.00
$250,128.00
6
Disclosure Statement/Plan/Confirmation
633.60
$751,623.00
7
DIP Financing and Cash Collateral
292.40
$373,322.00
8
Cash Management
5.80
$6,718.00
9
Automatic Stay Issues
3.10
$3,069.50
10
Asset Sales/Section 363 Issues
4,979.20
$6,790,549.50
11
Executory Contracts & Unexpired Leases
81.20
$93,377.50
12
Business Operations
149.40
$190,457.00
13
Claims Administration
55.70
$58,921.50
14
Schedules and Statements (SOFAs)
86.60
$104,485.00
15
Creditor and Stakeholder Communications
32.30
$32,215.50
16
U.S. Trustee Matters and Communications
31.90
$38,906.50
17
Hearings
33.70
$47,865.50
18
Insurance and Surety Matters
71.70
$111,872.50
19
Utilities
17.10
$18,139.50
20
Tax Matters
864.70
$1,268,802.50
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 12 of 47

Matter
Number
Project Category Description
Total Hours
Total Fees
21
Case Administration
368.10
$379,526.50
22
Retention - K&E
497.00
$506,272.00
23
Retention - Non K&E
145.20
$155,886.50
24
Vendor Matters
58.80
$66,390.50
25
Litigation
241.50
$263,115.50
27
Non-Working Travel
33.30
$46,201.50
28
Creditors’ Committee Matters
108.00
$123,574.00
29
Employee and Labor Matters
113.70
$180,441.50
Total
9,548.70
$12,330,050.00

Final Expense Summary
Expense
Vendor (if any)
Unit Cost
(if applicable)
Amount
Standard Copies or Prints
Kirkland & Ellis LLP
$0.10
$544.10
Color Copies or Prints
Kirkland & Ellis LLP

$1,572.45
Local Transportation
VITAL TRANSPORTATION
SERVICES INC

$1,322.22
Travel Expense

$4,322.74
Airfare

$7,457.53
Transportation to/from airport
Boston Coach Corporation;
Uber; SUNNY’S
WORLDWIDE

$3,469.17
Travel Meals

$547.65
Court Reporter Fee/Deposition
RELIABLE WILMINGTON

$72.90
Other Court Costs and Fees
Miller Advertising Agency Inc.

$32,208.66
Outside Printing Services
RELIABLE WILMINGTON

$1,771.48
Working Meals/K&E Only
Kirkland & Ellis LLP

$1,046.19
Outside Retrieval Service
CSC; Clarivate Analytics
(Compumark) Inc.;
BUNDESANZEIGER
VERLAG

$2,359.39
Computer Database Research
Restructuring Concepts LLC;
RELX Inc DBA LexisNexis -
Courtlink

$3,430.38
Westlaw Research
Thomson Reuters - West
Publishing Corp - Westlaw

$6,545.56
LexisNexis Research
RELX Inc DBA LexisNexis

$2,163.95
Overtime Transportation

$1,749.56
Overtime Meals - Attorney
GRUBHUB HOLDINGS INC

$1,265.75
Rental Expenses
Aquipt Holdings LLC

$5,142.16
Overnight Delivery - Hard
Federal Express

$242.67
Computer Database Research - Soft
PACER

$120.80
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 13 of 47

Expense
Vendor (if any)
Unit Cost
(if applicable)
Amount
Total
$77,355.31
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 14 of 47

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

)

In re:
)
Chapter 11

)

VYAIRE MEDICAL, INC., et al.,1
)
Case No. 24-11217 (BLS)

)

Debtors.
)
(Jointly Administered)

)

SECOND INTERIM AND
FINAL FEE APPLICATION
OF KIRKLAND & ELLIS LLP AND
KIRKLAND & ELLIS INTERNATIONAL LLP,
ATTORNEYS FOR THE DEBTORS AND DEBTORS IN
POSSESSION, FOR THE (I) INTERIM FEE PERIOD FROM SEPTEMBER 1, 2024,
THROUGH AND INCLUDING NOVEMBER 14, 2024, AND THE (II) FINAL FEE
PERIOD FROM JUNE 9, 2024, THROUGH AND INCLUDING NOVEMBER 14, 2024
Kirkland & Ellis LLP and Kirkland & Ellis International LLP (together, “K&E”), attorneys
for the above-captioned debtors and debtors in possession (collectively, the “Debtors”), hereby
submits its second interim fee application and final fee application (the “Fee Application”) for
allowance of compensation for professional services provided in the amount of $12,250,591.82
and reimbursement of actual and necessary expenses in the amount of $72,213.15 that K&E
incurred for the period from June 9, 2024 through November 14, 2024 (the “Fee Period”).2  In
support of this Fee Application, K&E submits the declaration of Spencer A. Winters, president of
Spencer A. Winters, P.C., a partner of K&E (the “Winters Declaration”), which is attached hereto

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.
2
Capitalized terms used but not otherwise defined have the meaning ascribed to them in the Second Amended Joint
Chapter 11 Plan of Vyaire Medical, Inc. and its Debtor Affiliates [Docket No. 719] (the “Plan”) or the Disclosure
Statement for the Joint Chapter 11 Plan of Vyaire Medical, Inc. and its Debtor Affiliates [Docket No. 582]
(the “Disclosure Statement”), as applicable.
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 15 of 47

2
as Exhibit A and incorporated by reference.  In further support of this Fee Application, K&E
respectfully states as follows.
Jurisdiction and Venue
1.
The United States Bankruptcy Court for the District of Delaware (the “Court”) has
jurisdiction over this matter pursuant to 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.  The Debtors confirm their consent, pursuant to rule 9013-1(f) of the
Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware (the “Local Rules”), to the entry of a final order by the Court in connection
with this Fee 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.
2.
Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3.
The bases for the relief requested herein are sections 330 and 331 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 of the Local Rules, and the Order (I) Establishing
Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professionals
and (II) Granting Related Relief [Docket No. 218] (the “Interim Compensation Order”).
Background
4.
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 Debtors are operating their businesses
and managing their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of
the Bankruptcy Code.  On June 11, 2024, the Court entered an order [Docket No. 84] authorizing
the joint administration and procedural consolidation of the Debtors’ chapter 11 cases pursuant to
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 16 of 47

3
Bankruptcy Rule 1015(b).  No request has been made for the appointment of a trustee or examiner
in these chapter 11 cases.  On June 26, 2024, the U.S. Trustee appointed an official committee of
unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the “Committee”)
[Docket No. 121].
5.
A description of the Debtors’ business, the reasons for commencing these
chapter 11 cases, and the relief sought from the Court to allow for a smooth transition into
chapter 11 are set forth in the Declaration of John Bibb, Group Chief Executive Officer of Vyaire
Medical, Inc., in Support of Debtors’ Chapter 11 Petitions and First Day Motions, filed on
June 10, 2024 [Docket No. 15] and incorporated herein by reference.
6.
On July 9, 2024, the Court entered the Interim Compensation Order, which sets
forth the procedures for interim compensation and reimbursement of expenses for all professionals
in these cases.
7.
On November 14, 2024, the 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] (the “Confirmation Order”), pursuant to
which the Court approved and confirmed the Second Amended Joint Chapter 11 Plan of Vyaire
Medical, Inc. and Its Debtor Affiliates [Docket No. 719].  On October 27, 2024, the Debtors filed
the Notice of (I) Entry of Confirmation Order, (II) Occurrence of Effective Date, and (III) Related
Bar Dates [Docket No. 810].
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 17 of 47

4
Preliminary Statement
8.
During the Fee Period, K&E represented the Debtors professionally and diligently,
advising them on a variety of complex matters and issues, as a result of which the Debtors took
action to maximize the value of their estates for the benefit of all parties in interest, including:
(a)
stabilizing the Debtors’ business operations following their transition into
chapter 11 by obtaining relief to continue operating in the ordinary course
of business, including securing approval of all “first day” and “second day”
motions and related relief after resolving issues raised by the U.S. Trustee,
the Committee, and other stakeholders;
(b)
obtaining approval of debtor-in-possession financing and the use of cash
collateral;
(c)
preparing and filing the Debtors’ Schedules of Assets and Liabilities and
Statements of Financial Affairs;
(d)
implementing a number of prudent, cost-cutting measures to optimize the
Debtors’ go-forward operations, including rejecting certain burdensome
executory contracts;
(e)
obtaining approval of bidding procedures [Docket No. 249] (the “Bidding
Procedures Order”), allowing the Debtors to solicit the best and highest
offers for going-concern sales of their businesses and continue their
comprehensive marketing process related thereto on a postpetition basis;
(f)
preparing for and conducting a multi-day auction with multiple bidders and
several rounds of bidding with respect to the Debtors’ “Vents” business
unit;
(g)
preparing, drafting, and negotiating definitive documentation in connection
with multiple multi-jurisdictional carveout Sale Transactions;
(h)
arranging transition of the Debtors’ assets and businesses to the buyers,
setting up transition service agreements to ensure regulatory compliance
and continuity of vital services to patients;
(i)
negotiating with numerous executory contract and unexpired lease
counterparties with respect to cure amounts and adequate assurance
packages in connection with the Sale Transactions;
(j)
negotiating, drafting, and filing the Plan and related Disclosure Statement;
(k)
obtaining approval of the sale of certain respiratory diagnostics assets to
Trudell Medical Limited [Docket No. 497] (the “Trudell Transaction”) and
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 18 of 47

5
certain ventilation assets to Zoll Medical Corporation [Docket No. 496]
(the “Zoll Transaction” together, with the Trudell Transaction, the “Sale
Transactions”);
(l)
obtaining interim approval of the Disclosure Statement [Docket No. 596]
(as defined herein) and soliciting acceptances of the Plan [Docket No. 707]
(as defined herein);
(m)
closing the Sale Transactions;
(n)
negotiating a resolution to informal comments and the U.S. Trustee’s
objection to confirmation of the Plan;
(o)
negotiating the Committee Settlement; and
(p)
obtaining entry of the Confirmation Order confirming the Plan [Docket
No. 745].
Case Status Summary
9.
The Debtors commenced these chapter 11 cases in an effort to consummate one or
more sale transactions to maximize value for all stakeholders and allow their business to survive
as a going concern.  Faced with increasing liquidity constraints and in response to challenging
macroeconomic conditions and internal business challenges, the Debtors engaged with their
prepetition secured lenders to obtain DIP financing that would permit the Debtors to stabilize the
business operations, continue their prepetition sale process on a post-petition basis, and
consummate sale transaction(s) through a chapter 11 process.  On June 9, 2024, the Company and
the consenting stakeholders (the “Consenting Stakeholders” and together with the Company,
the “RSA Parties”) entered into the Restructuring Support Agreement (the “RSA”), whereby the
RSA Parties agreed, subject to the terms and conditions thereof, to support the sale process,
consummation of any sale transactions, and to wind down the remaining Company.
10.
Having reached consensus with the Consenting Stakeholders, the Debtors
commenced these cases with a $45 million new-money DIP Facility, filed a motion to approve
Case 24-11217-BLS    Doc 882    Filed 12/23/24    Page 19 of 47

6
certain bidding procedures, and obtained customary first-day relief to ensure a soft landing in
chapter 11.
11.
Shortly after the cases commenced, the Committee was formed by the U.S. Trustee
and retained counsel.  The Debtors worked with counsel to the Committee to meet document and
diligence requests.
12.
During the course of the chapter 11 cases, the Debtors worked with K&E and their
other advisors to continue their robust prepetition marketing process on a postpetition basis, which
ultimately culminated in the Sale Transactions.
13.
On September 4, 2024, the Court approved the Debtors’ entry into the Sale
Transactions.  Following the Court’s approval of the Debtors’ entry into the Sale Transactions, the
Debtors undertook significant efforts with the assistance of K&E to close the complex Sale
Transactions with both Zoll and Trudell.  On October 11, 2024, the Debtors closed the Zoll
Transaction, and on November 12, the Debtors closed the Trudell Transaction.  The Sale
Transactions resulted in $90,500,000 of cash to the estate, in addition to assumption of certain
liabilities.
14.
On September 11, 2024, the Debtors filed the Joint Chapter 11 Plan of Vyaire
Medical, Inc. and its Debtor Affiliates [Docket No. 518] (as amended, modified, or supplemented,
the “Plan”)3 and the Disclosure Statement for the Joint Chapter 11 Plan of Vyaire Medical, Inc.
and its Debtors Affiliates [Docket No. 519] (as amended, modified, or supplemented,
the “Disclosure Statement”).4

3
On September 30, 2024 and November 11, 2024, the Debtors filed amended versions of the Plan
[Docket Nos. 581, 719].
4
On September 30, the Debtors filed an amended version of the Disclosure Statement [Docket No. 582].
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15.
On October 2, 2024, the Court approved the Disclosure Statement on an interim
basis [Docket No. 596], and on or around October 7, 2024, the Debtors solicited acceptance of the
Plan [Docket No. 707].
16.
On November 14, 2024, the Court entered the Confirmation Order, confirming the
Plan.  On November 27, 2024, the Debtors substantially consummated the restructuring
transactions contemplated by the Plan [Docket No. 810].
17.
The successful outcome of these chapter 11 cases would not have been possible
without the hard work, extensive negotiations, coordination, and strong leadership of K&E.  As
counsel for the Debtors, K&E has been instrumental in facilitating the administration of these
chapter 11 cases.  The compensation and expense reimbursement sought herein for the necessary
and beneficial professional services K&E provided to the Debtors during the Fee Period are
reasonable and appropriate, commensurate with the scale, nature, and complexity of these
chapter 11 cases, and should be approved.
The Debtors’ Retention of K&E
18.
On August 5, 2024, the Court entered the Order Authorizing the Retention and
Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as Attorneys for the
Debtors and Debtors in Possession Effective as of June 9, 2024 [Docket No. 350] (the “Retention
Order”), attached hereto as Exhibit B and incorporated by reference.  The Retention Order
authorizes the Debtors to compensate and reimburse K&E in accordance with the Bankruptcy
Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the Interim Compensation Order.
The Retention Order also authorizes the Debtors to compensate K&E at K&E’s hourly rates
charged for services of this type and to reimburse K&E for K&E’s actual and necessary
out-of-pocket expenses incurred, subject to application to this Court.  The particular terms of
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K&E’s engagement are detailed in the engagement letter by and between K&E and the Debtors,
effective as of March 28, 2024 and attached hereto as Exhibit C (the “Engagement Letter”).
19.
The Retention Order authorizes K&E to provide the following services consistent
with and in furtherance of the services enumerated above:
a.
advising the Debtors with respect to their powers and duties as
debtors-in-possession in the continued management and operation of their
businesses and properties;

b.
preparing pleadings, including motions, applications, answers, orders,
reports, and papers necessary or otherwise beneficial to the administration
of the Debtors’ estates and consistent with the services identified in the
Retention Order;
c.
appearing before the Court and any appellate courts to represent the interests
of the Debtors’ estates before those courts in connection with the services
in the Retention Order; and
d.
performing all other legal services reasonably necessary or otherwise
beneficial for the Debtors in connection with these chapter 11 cases.
Disinterestedness of K&E
20.
To the best of the Debtors’ knowledge and as disclosed in the Declaration of
Spencer A. Winters, in Support of the Debtors’ Application for the Entry of an Order Authorizing
the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP
as Attorneys for the Debtors and Debtors in Possession Effective as of June 9, 2024
[Docket No. 236, Exhibit B] (as amended, supplemented, or otherwise modified from time to time,
the “K&E Declaration”),5 (a) K&E is a “disinterested person” within the meaning of

5
K&E has also filed the Supplemental Declaration of Spencer A. Winters in Support of the Application of Debtors
for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as Attorneys for the Debtors and Debtors in Possession Effective as of June 9, 2024 [Docket
No. 326] and the Second Supplemental Declaration of Spencer A. Winters in Support of the Application of Debtors
for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as Attorneys for the Debtors and Debtors in Possession Effective as of June 9, 2024 [Docket
No. 603].
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section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code,
and does not hold or represent an interest adverse to the Debtors’ estates and (b) K&E has no
connection to the Debtors, their creditors, or other parties in interest, except as may be disclosed
in the K&E Declaration.
21.
K&E may have in the past represented, may currently represent, and likely in the
future will represent parties in interest in connection with matters unrelated to the Debtors in these
chapter 11 cases.  In the K&E Declaration, K&E disclosed its connections to parties in interest that
it has been able to ascertain using its reasonable efforts.
22.
K&E performed the services for which it is seeking compensation on behalf of the
Debtors and their estates, and not on behalf of any committee, creditor, or other entity.
23.
Except to the extent of the advance payments paid to K&E that K&E previously
disclosed to this Court in the K&E Declaration, K&E has received no payment and no promises
for payment from any source other than the Debtors for services provided or to be provided in any
capacity whatsoever in connection with these chapter 11 cases.
24.
Pursuant to Bankruptcy Rule 2016(b), K&E has not shared, nor has K&E agreed to
share (a) any compensation it has received or may receive with another party or person other than
with the partners, counsel, and associates of K&E or (b) any compensation another person or party
has received or may receive.
Summary of Compliance with Interim Compensation Order
25.
This Fee Application has been prepared in accordance with the Interim
Compensation Order and Article II.B.1 of the Plan.
26.
K&E seeks interim compensation for professional services rendered to the Debtors
during the Fee Period in the amount of $2,995,971.50 and reimbursement of actual and necessary
expenses incurred in connection with providing such services in the amount of $12,355.08.  During
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the Fee Period, K&E attorneys and paraprofessionals expended a total of 2,161.20 hours for which
compensation is requested.
27.
In accordance with the Interim Compensation Order, as of the date hereof, K&E
has received payments totaling $10,404,997.32 ($10,337,279.92 of which was for services
provided and $67,717.40 of which was for reimbursement of expenses) for the Fee Period.
Accordingly, by this Fee Application, and to the extent such amounts have not been paid by the
time of the hearing on this Fee Application, K&E seeks payment of the remaining $1,917,807.65,
which amount represents the entire amount of unpaid fees and expenses incurred between
September 1, 2024 and November 14, 2024.6
28.
K&E seeks final allowance and approval of compensation for professional services
rendered to the Debtors during the Fee Period in the aggregate amount of $12,250,591.82 and
reimbursement of actual expenses incurred in connection with such services in the aggregate
amount of $72,213.15, for a total allowance of $12,322,804.97 for fees and expenses incurred.  To
date, K&E has received total payment of $10,337,279.92 for legal services rendered to the Debtors
and $67,717.40, for related expenses during the Fee Period pursuant to the Interim Compensation
Order.
Fees and Expenses Incurred During Fee Period
A.
Customary Billing Disclosures.
29.
K&E’s hourly rates are set at a level designed to compensate K&E fairly for the
work of its attorneys and paraprofessionals and to cover fixed and routine expenses.  The hourly
rates and corresponding rate structure utilized by K&E in these chapter 11 cases are equivalent to
the hourly rates and corresponding rate structure used by K&E for other restructuring matters, as

6
This amount also reflects the 20% holdback for the Fee Period.
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well as similar complex corporate, securities, and litigation matters whether in court or otherwise,
regardless of whether a fee application is required.  The rates and rate structure reflect that such
restructuring and other complex matters typically are national in scope and typically involve great
complexity, high stakes, and severe time pressures.  Additionally, the Debtors are subject to
multiple domestic and international regulatory regimes requiring specialized review and
consideration in connection with any potential transactions.  For the convenience of the Court and
all parties in interest, attached hereto as Exhibit D is K&E’s budget and staffing plan for this Fee
Period (the “Budget and Staffing Plan”) and attached hereto as Exhibit E is a summary of blended
hourly rates for timekeepers who billed to non-bankruptcy matters and blended hourly rates for
timekeepers who billed to the Debtors during the Fee Period.
B.
Fees Incurred During Fee Period.
30.
In the ordinary course of K&E’s practice, K&E maintains computerized records of
the time expended to render the professional services required by the Debtors and their estates.
For the convenience of the Court and all parties in interest, attached hereto as Exhibit F is a
summary of fees incurred and hours expended during the Fee Period, setting forth the following
information:
•
the name of each attorney and paraprofessional for whose work on these chapter 11
cases compensation is sought;
•
each attorney’s year of bar admission and area of practice concentration;
•
the aggregate time expended and fees billed by each attorney and each
paraprofessional during the Fee Period;
•
the hourly billing rate for each attorney and each paraprofessional at K&E’s current
billing rates;
•
the hourly billing rate for each attorney and each paraprofessional as disclosed in
the first interim application;
•
the number of rate increases since the inception of the case; and
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•
a calculation of total compensation requested using the rates disclosed in the
Debtors’ Application for Entry of an Order Authorizing the Retention and
Employment of Kirkland & Ellis LLP and Kirkland & Ellis International LLP as
Attorneys for the Debtors and Debtors in Possession Effective as of June 9, 2024
[Docket No. 236] (the “Retention Application”).

C.
Expenses Incurred During Fee Period.
31.
In the ordinary course of K&E’s practice, K&E maintains a record of expenses
incurred in the rendition of the professional services required by the Debtors and their estates and
for which reimbursement is sought.  K&E currently charges $0.16 per page for standard
duplication in its offices in the United States.  Notwithstanding the foregoing and consistent with
the Local Bankruptcy Rules, K&E charged no more than $0.10 per page for standard duplication
services in these chapter 11 cases.  K&E does not charge its clients for incoming facsimile
transmissions.
32.
For the convenience of the Court and all parties in interest, attached hereto as
Exhibit G is a summary for the Fee Period, setting forth the total amount of reimbursement sought
with respect to each category of expenses for which K&E is seeking reimbursement.
Summary of Legal Services Rendered During the Fee Period
33.
As discussed above, during the Fee Period, K&E provided extensive and important
professional services to the Debtors in connection with these chapter 11 cases.  These services
were often performed under severe time constraints and were necessary to address a multitude of
critical issues both unique to these chapter 11 cases and typically faced by large, international
corporate debtors in similar cases of this magnitude and complexity.
34.
To provide a meaningful summary of K&E’s services provided on behalf of the
Debtors and their estates, K&E has established, in accordance with its internal billing procedures,
certain subject matters categories (each, a “Matter Category”) in connection with these chapter 11
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cases.  The following is a summary of the fees and hours billed for each Matter Category in the
Fee Period:7
Matter
Number
Matter Category
Description
Hours
Total Compensation
Budgeted
Billed
Budgeted
Billed
4
Chapter 11 Bankruptcy
Filing and First Day
Preparation
160 - 248
429.70
$180,000 - $280,000
$468,189.00
5
Corporate and Governance
Matters
60 - 93
215.00
$90,000 - $140,000
$250,128.00
6
Disclosure Statement, Plan,
and Confirmation
257 - 400
633.60
$270,000 - $420,000
$751,623.00
7
DIP Financing and Cash
Collateral
153 - 237
292.40
$180,000 - $280,000
$373,322.00
8
Cash Management
79 - 122
5.80
$90,000 - $140,000
$6,718.00
9
Automatic Stay Issues
68 - 106
3.10
$67,500 - $105,000
$3,069.50
10
Asset Sales/Section 363
Issues: Use, Sale, and
Disposition of Property
1,080 - 1,680
4,979.20
$1,575,000 - $2,450,000
$6,790,549.50
11
Executory Contracts and
Unexpired Leases
88 - 136
81.20
$90,000 - $140,000
$93,377.50
12
Business Operations
95 - 147
149.40
$139,500 - $217,000
$190,457.00
13
Claims Administration
66 - 102
55.70
$74,250 - $115,500
$58,921.50
14
Schedules and Statements
(SOFAs)
61 - 95
86.60
$68,850 - $107,100
$104,485.00
15
Creditor and Stakeholder
Communications
46 - 71
32.30
$58,050 - $90,300
$32,215.50
16
U.S. Trustee Matters and
Communication
53 - 82
31.90
$73,800 - $114,800
$38,906.50
17
Hearings
61 - 94
33.70
$76,500 - $119,000
$47,865.50
18
Insurance and Surety
Matters
59 - 91
71.70
$67,500 - $105,000
$111,872.50
19
Utilities
59 - 91
17.10
$67,500 - $105,000
$18,139.50
20
Tax Matters
107 - 166
864.70
$135,000 - $210,000
$1,268,802.50
21
Case Administration
188 - 292
368.10
$225,000 - $350,000
$379,526.50
22
K&E Retention Matters
266 - 414
497.00
$405,000 - $630,000
$506,272.00
23
Non-K&E Fee /
Employment Applications
99 - 154
145.20
$132,750 - $206,500
$155,886.50
24
Vendor Matters
96 - 149
58.80
$126,000 - $196,000
$66,390.50
25
Litigation
101 - 156
241.50
$135,000 - $210,000
$263,115.50
27
Non-Working Travel Time
12 - 17
33.30
$11,250 - $17,500
$46,201.50
28
Creditors’ Committee Issues
34 - 53
108.00
$45,000 - $70,000
$123,574.00

7
In certain instances, K&E may have billed the same amount of fees, but different number of hours to different
Matter Categories.  This difference is the result of different staffing of each such Matter Category.
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Matter
Number
Matter Category
Description
Hours
Total Compensation
Budgeted
Billed
Budgeted
Billed
29
Employee and Labor
Matters
73 - 114
113.70
$88,650 - $137,900
$180,441.50
Total
3,421 – 5,310
9,548.70
$4,472,100 - $6,956,600
$12,330,050.00
35.
The following is a summary, by Matter Category, of the most significant
professional services provided by K&E during the Fee Period.  This summary is organized in
accordance with K&E’s internal system of matter numbers.  The detailed descriptions demonstrate
that K&E was heavily involved in performing services for the Debtors on a daily basis, often
including night and weekend work, to meet the needs of the Debtors’ estates in these chapter 11
cases.  A schedule setting forth a description of the Matter Categories utilized in this case, the
number of hours expended by K&E partners, associates, and paraprofessionals by matter, and the
aggregate fees associated with each matter is attached hereto as Exhibit H.
36.
In addition, K&E’s computerized records of time expended providing professional
services to the Debtors and their estates are attached hereto as Exhibit I, and K&E’s records of
expenses incurred during the Fee Period in the rendition of professional services to the Debtors
and their estates are attached as Exhibit J.
(a)
Chapter 11 Bankruptcy Filing and First Day Preparation [Matter No. 4]
Total Fees:
$468,189.00
Total Hours: 429.70
37.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to the filing of the Debtors’ chapter 11 petitions and various “first day”
pleadings and related notices during the initial days of these chapter 11 cases, including, without
limitation, (a) reviewing and revising the Debtors’ petitions and “first day” motions, proposed
orders, affidavits, and notices and (b) preparing for the “first day” Hearing (as defined herein),
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including drafting Hearing notes and related materials and preparing potential witnesses in
connection with certain of the first day motions.
38.
Specifically, the Debtors filed several motions seeking orders authorizing the
Debtors to pay various prepetition claims.  Entry of these orders eased the strain on the Debtors’
relationships with employees, vendors, customers, and taxing authorities as a consequence of the
commencement of these chapter 11 cases.  Among other things, these orders authorized the
Debtors to (a) pay certain critical vendors, suppliers, and lien claimants, (b) pay certain prepetition
employee wages and benefits, (c) maintain cash management systems, (d) use prepetition bank
accounts, checks, and other business forms, (e) make tax payments to federal, local, and state
taxing authorities, (f) prohibit utility companies from discontinuing services, and (g) maintain
prepetition insurance policies and enter into new insurance policies.
(b)
Corporate and Governance [Matter No. 5]

Total Fees:
$250,128.00

Total Hours: 215.00
39.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
advising the Debtors and the special committee of the board of directors (the “Special Committee”)
regarding corporate governance issues related to the Debtors’ Restructuring and Sale Transactions.
Specifically, K&E attorneys and paraprofessionals spent time:
(i)
complying with corporate governance requirements, including
drafting and revising resolutions, certificates, amendments to
corporate documents, and minutes from Special Committee
meetings, as necessary;
(ii)
preparing for and participating in various meetings with the Special
Committee and senior management in connection with key issues
and events regarding these chapter 11 cases; and
(iii)
providing updates to the Debtors and their advisors regarding the
foregoing activities.
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(c)
Disclosure Statement, Plan, and Confirmation [Matter No. 6]

Total Fees:
$751,623.00

Total Hours: 633.60
40.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to developing a wind-down plan in connection with these chapter 11
cases.  Specifically, K&E attorneys and paraprofessionals spent time:
(i)
researching and analyzing legal and factual issues relevant to the
Plan and Disclosure Statement;
(ii)
drafting, negotiating, revising, and filing the Plan, Disclosure
Statement, Disclosure Statement Motion, and all related filings to
the same;
(iii)
engaging with the U.S. Trustee, the Committee, the First Lien
Lenders, the Second Lien Lenders, the DIP Lenders, and other key
stakeholders relating to their comments to the Plan, Disclosure
Statement, Disclosure Statement Motion, solicitation materials, and
other related documents;
(iv)
drafting declarations in support of entry of the Confirmation Order
and coordinating with declarants;
(v)
analyzing issues and negotiating with counterparties regarding the
settlements of various confirmation issues in coordination with Cole
Schotz, P.C. (“Cole Schotz”);
(vi)
providing updates to the Debtors and their advisors regarding the
foregoing activities; and
(vii)
obtaining interim and final approval of the Disclosure Statement and
confirmation of the Plan.
(d)
DIP Financing and Cash Collateral [Matter No. 7]

Total Fees:
$373,322.00

Total Hours: 292.40
41.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
securing postpetition financing and the consensual use of cash collateral, which was necessary to
both preserve the Debtors’ operations during these chapter 11 cases, as well as to provide sufficient
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liquidity to administer these chapter 11 cases and bridge to consummation of the transactions
contemplated by the RSA and the Plan.  K&E’s efforts were critical in securing the consensual use
of cash collateral and negotiating, documenting, and closing on the Debtors’ DIP financing facility
on favorable terms to provide the Debtors with the necessary liquidity to fund the Debtors’
operations during these chapter 11 cases.
(e)
Cash Management [Matter No. 8]
Total Fees:
$6,718.00
Total Hours: 5.80
42.
This Matter Category includes time spent on a variety of tasks that were necessary
to ensure the continued operation and maintenance of the Debtors’ cash management systems and
DIP financing.  Specifically, K&E attorneys and paraprofessionals spent time:
(i)
obtaining entry of interim and final orders authorizing the Debtors
to operate their preexisting cash management systems and perform
intercompany transactions;
(ii)
drafting materials related to the Debtors’ use of their cash
management systems; and
(iii)
analyzing and discussing the terms of the maintenance of the
Debtors’ cash management systems with the Debtors, the Debtors’
other professionals, and various stakeholders.
(f)
Automatic Stay Issues [Matter No. 9]

Total Fees:
$3,069.50

Total Hours: 3.10
43.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to the imposition of the automatic stay.
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(g)
Asset Sales/Section 363 Issues: Use, Sale, and Disposition of Property
[Matter No. 10]

Total Fees:
$6,790,549.50

Total Hours: 4,979.20
44.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to the disposition of the Debtors’ assets.  Specifically, K&E attorneys
and paraprofessionals spent time:
(i)
researching, drafting, negotiating, and seeking approval of the
Bidding Procedures Order;
(ii)
drafting declarations in support of the Bidding Procedures Order and
the Debtors’ marketing process;
(iii)
reviewing, revising, and negotiating non-disclosure agreements
with interested counterparties;
(iv)
drafting, reviewing, and negotiating asset purchase agreements;
(v)
reviewing and analyzing issues related to the sale and
communications with potential bidders related thereto;
(vi)
coordinating the Debtors’ marketing process with PJT Partners LP
(“PJT”), including corresponding with prospective bidders, drafting
non-disclosure agreements, reviewing and analyzing indications of
interest, and making all necessary preparations to obtain court
approval of the Sale Transactions.
(vii)
coordinating with local counsel, researching, and analyzing issues
regarding the various foreign jurisdictions where the Debtors
operate to ensure compliance with all applicable regulatory regimes;
(viii) conducting a multi-day auction with regard to the Zoll Transaction;
(ix)
resolving objections to the Bidding Procedures Order and Sale
Transactions, as well as resolving objections to cure amounts;
(x)
obtaining approval of the Sale Transactions;
(xi)
analyzing issues arising from the complex nature of the
cross-border, heavily regulated Sale Transactions;
(xii)
closing the Sale Transactions; and
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(xiii) advising and coordinating with the Debtors and the Debtors’ other
advisors with respect to the foregoing.
(h)
Executory Contracts and Unexpired Leases [Matter No. 11]

Total Fees:
$93,377.50

Total Hours: 81.20
45.
This Matter Category includes time spent by K&E attorneys examining issues
related to the Debtors’ executory contracts and unexpired leases.  K&E attorneys spent time
researching, analyzing, renegotiating, or rejecting the Debtors’ obligations under their various
executory contracts and unexpired leases.  Specifically, K&E attorneys spent time:
(i)
negotiating and coordinating with counterparties regarding issues
related to cure amounts or adequate assurance;
(ii)
advising the Debtors with respect to their rights and obligations
under their executory contracts and unexpired leases under relevant
bankruptcy and nonbankruptcy law, including with respect to the
assumption and assignment of such executory contracts;
(iii)
researching and analyzing issues related thereto; and
(iv)
coordinating with the Debtors and various counterparties regarding
treatment of executory contracts, including cure amounts.
(i)
Business Operations [Matter No. 12]

Total Fees:
$190,457.00

Total Hours: 149.40
46.
It is important that the Debtors and their advisors create and implement an
all-encompassing and cohesive strategy for maintaining business operations with minimal
disruptions during the course of the Debtors’ chapter 11 cases.  K&E attorneys and
paraprofessionals spent time developing a strategy with the Debtors to ensure a smooth transition
into chapter 11 and to ensure that going forward the business operations continue without
interruption.  Specifically, K&E attorneys and paraprofessionals spent time strategizing with
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management and the Debtors’ other advisors regarding the Debtors’ operations and business plans
and various domestic and international regulatory issues.
(j)
Claims Administration [Matter No. 13]

Total Fees:
$58,921.50

Total Hours: 55.70
47.
This Matter Category includes time K&E attorneys and paraprofessionals spent on
matters related to claims administration and claims-related issues.  Specifically, K&E attorneys
and paraprofessionals spent time:
(i)
researching and revising the Debtors’ bar date motion in
coordination with Cole Schotz;
(ii)
effectuate publication of the bar date notice;
(iii)
research issues related to bar date extension; and
(iv)
reviewing, analyzing, and researching certain claims asserted
against the Debtors.
(k)
Schedules and Statements (SOFAs) [Matter No. 14]

Total Fees:
$104,485.00

Total Hours: 86.60
48.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to advising the Debtors, Omni Agent Solutions, Inc. (“Omni”), and other
advisors in connection with the preparation, review, revision, and filing of the Debtors’ schedules
of assets and liabilities and statements of financial affairs (the “Schedules and Statements”).
Moreover, K&E attorneys advised the Debtors regarding drafting the Schedules and Statements
and attended regular conferences with the Debtors and their other advisors regarding the same.
(l)
Creditor and Stakeholder Communications [Matter No. 15]
Total Fees:
$32,215.50
Total Hours: 32.30

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49.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
on matters relating to stakeholder issues and communications.  Specifically, K&E attorneys and
paraprofessionals spent time:
(i)
drafting and revising communication materials regarding these
chapter 11 cases;
(ii)
corresponding with the Debtors, various stakeholders, and their
respective advisors to provide updates as to developments in these
chapter 11 cases;
(iii)
providing relevant information and access to the Debtors and their
records as requested;
(iv)
responding to miscellaneous creditor inquiries; and
(v)
coordinating with the Debtors’ other professionals regarding
potential updates to the creditor matrix.
(m)
U.S. Trustee Matters and Communications [Matter No. 16]

Total Fees:
$38,906.50

Total Hours: 31.90
50.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
corresponding with the U.S. Trustee with respect to the following issues:
(i)
analyzing, researching, negotiating, and revising first day motions
and proposed orders regarding the U.S. Trustee’s comments and
corresponding with the U.S. Trustee regarding the same;
(ii)
reviewing and analyzing issues related to monthly reporting
obligations; and
(iii)
coordinating with Cole Schotz to prepare the Debtors for and
participating in the initial debtor interview and the meeting of
creditors required by section 341 of the Bankruptcy Code.
(n)
Hearings [Matter No. 17]

Total Fees:
$47,865.50

Total Hours: 33.70
51.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to preparing for and attending several hearings during the Fee Period
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(each a “Hearing” and, collectively, the “Hearings”), including preparing agendas, orders, and
binders related to the Hearings, settling orders before and after the Hearings, and corresponding
with various parties in preparation for and after the Hearings.  These services also included
conferences to discuss multiple matters scheduled for a specific Hearing and coordinating Hearing
logistics.  During the Fee Period, K&E attorneys and paraprofessionals spent considerable time
preparing for and attending Hearings including:
(i)
the “first day” Hearing on June 11, 2024 for interim or final
approval of the First Day Pleadings and interim approval of a motion
authorizing the Debtors to operate their cash management systems
and the DIP Facility;
(ii)
Hearings on August 26, 2024 and August 30, 2024 to approve the
proposed sale of the Debtors’ assets;
(iii)
the Hearing on October 2, 2024 to approve the Disclosure Statement
on an interim basis; and
(iv)
the Hearing on November 14, 2024 for final approval of the
Disclosure Statement and confirmation of the Plan.
(o)
Insurance and Surety Matters [Matter No. 18]

Total Fees:
111,872.50

Total Hours: 71.70
52.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to ensuring that Debtors’ insurance policies were maintained during
these chapter 11 cases.  Specifically, K&E attorneys and paraprofessionals spent time drafting,
negotiating, and revising the insurance order, reviewing and analyzing the Debtors’ insurance
policies and surety bond program, engaging with counsel to the sureties, and researching and
analyzing issues regarding the same.
(p)
Utilities [Matter No. 19]

Total Fees:
$18,139.50

Total Hours: 17.10
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53.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to utility issues arising in connection with filing these chapter 11 cases,
including revising the utilities order and corresponding with AlixPartners, LLP (“AlixPartners”)
regarding issues related to the Debtors’ utilities.
(q)
Tax Matters [Matter No. 20]

Total Fees:
$1,268,802.50

Total Hours: 864.70
54.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
conducting legal research, preparing correspondence and pleadings, and generally advising the
Debtors on tax issues related to or arising during these chapter 11 cases.  During the Fee Period,
K&E attorneys were responsible for researching and analyzing certain tax issues arising in
connection with the Debtors’ business operations, including the following:
(i)
advising the Debtors regarding the Debtors’ motion to establish
procedures related to certain transfers of, or declarations of
worthlessness with respect thereto, the Debtors’ common stock and
the interim and final orders approving the same;
(ii)
researching and analyzing certain tax issues related to the proposed
Sale Transactions, the implementation of the Plan, and emergence
from chapter 11;
(iii)
researching and analyzing certain tax issues and implications arising
in connection with the Debtors’ business operations, business
structure, intercompany transactions, recapitalizations, the Sale
Transactions, and the winddown; and
(iv)
coordinating and communicating with the Debtors, the Debtors’
advisors, and relevant stakeholders regarding the foregoing.
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(r)
Case Administration [Matter No. 21]

Total Fees:
$379,526.50

Total Hours: 368.10
55.
This Matter Category includes time spent on a variety of tasks that were necessary
to ensure the efficient and smooth administration of legal services related to the Debtors’
chapter 11 cases.  Specifically, K&E attorneys and paraprofessionals spent time:
(i)
coordinating, managing, and administering the Debtors’ chapter 11 cases
on a daily basis, including monitoring critical dates and maintaining a case
calendar, task lists, and work-in-process reports;
(ii)
organizing and maintaining voluminous document files for the Debtors’
chapter 11 cases;
(iii)
ensuring compliance with the service and notice requirements of the
Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, including
coordinating service of pleadings and other related notices with Cole
Schotz;
(iv)
in connection with numerous pleadings, preparing notices of motions,
proposed orders, exhibits, schedules, and coordinating the delivery of such
pleadings to the Court and the U.S. Trustee; and
(v)
conducting regular internal conferences regarding the overall case status to
ensure the efficient progress of workstreams.
56.
Time billed to this Matter Category also includes work and meetings related to
multiple matters such that the time cannot be easily allocated to one of the other matters.
(s)
K&E Retention Matters [Matter No. 22]

Total Fees:
$506,272.00

Total Hours: 497.00
57.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to the retention of K&E as the Debtors’ counsel.  Specifically, K&E
attorneys and paraprofessionals spent time:
(i)
preparing pleadings and a comprehensive conflict analysis
necessary to obtain the order of the Court approving the employment
of K&E to represent the Debtors;
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(ii)
implementing internally established procedures which require the
continuous analysis of potential new conflicts;
(iii)
preparing updated professional disclosures for filing with the Court;
(iv)
preparing and distributing K&E’s monthly fee statements in
accordance with the Interim Compensation Order;
(v)
reviewing all time entries to ensure compliance with the Interim
Compensation Order and applicable provisions of the Bankruptcy
Code, and to make necessary redactions to preserve the
confidentiality of the work performed for the Debtors; and
(vi)
conducting discussions, phone calls, and correspondence with the
U.S. Trustee regarding K&E’s retention and responding to questions
and comments regarding the same.
(t)
Non-K&E Fee / Employment Applications [Matter No. 23]

Total Fees:
$155,886.50

Total Hours: 145.20
58.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to ensuring the retention of the Debtors’ other professionals in these
chapter 11 cases.  Specifically, K&E attorneys and paraprofessionals spent time:
(i)
coordinating and preparing the filing of a section 156 application for
the Debtors’ claims and noticing agent and administrative advisor,
Omni;
(ii)
coordinating with the Debtors and their other advisors with respect
to ordinary course professional retentions and complying with the
related disclosure requirements of applicable provisions of the
Bankruptcy Code;
(iii)
coordinating with the Debtors and Cole Schotz with respect to
ordinary course professional retentions and complying with the
related disclosure requirements of applicable provisions of the
Bankruptcy Code; and
(iv)
coordinating efforts among the Debtors and their other professionals
to address various concerns and issues raised by the U.S. Trustee
and the Committee with respect to the retention of the Debtors’ other
professionals and ensuring that these professionals were ultimately
retained without any objection to assist in the Debtors’ chapter 11
cases.
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(u)
Vendor Matters [Matter No. 24]

Total Fees:
$66,390.50

Total Hours: 58.80
59.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
advising the Debtors on vendor and supplier issues, including with respect to first day relief and
postpetition business activities.  Specifically, K&E attorneys and paraprofessionals spent time
corresponding with Debtors’ advisors and vendors’ counsel regarding prepetition vendor
agreements, responding to inquiries from vendors concerning the Debtors’ chapter 11 cases, and
coordinating with AlixPartners regarding the same.
(v)
Litigation [Matter No. 25]

Total Fees:
$263,115.50

Total Hours: 241.50
60.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to discovery, litigation, or other adversarial matters.  Specifically, K&E
attorneys and paraprofessionals spent time:
(i)
reviewing, analyzing, researching, and preparing responses to
potential and actual filed objections; and
(ii)
reviewing, analyzing, and responding to various discovery requests
and reviewing potentially discoverable documents for privilege and
confidentiality considerations.
(w)
Non-Working Travel Time [Matter No. 27]

Total Fees:
$46,201.50

Total Hours: 33.30
61.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
providing services related to traveling in connection with their representation of the Debtors.  The
amounts presented for review and the request for payment in the Fee Application reflect a
reduction of one half the charges for travel time.
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27
(x)
Creditors’ Committee Issues [Matter No. 28]

Total Fees:
$123,574.00

Total Hours: 108.00
62.
This Matter Category includes time spent by K&E attorneys meeting and
corresponding with the Committee’s advisors and the Debtors’ prepetition lenders and their
advisors to provide updates as to developments in the cases, providing relevant information and
access to the Debtors and their records as requested, and responding to miscellaneous creditor
inquiries.  K&E attorneys and paraprofessionals also spent time responding to information requests
from the Committee and coordinating with the Debtors’ other advisors to efficiently respond to
diligence requests.
(y)
Employee and Labor Matters [Matter No. 29]

Total Fees:
$180,441.50

Total Hours: 113.70
63.
This Matter Category includes time spent by K&E attorneys and paraprofessionals
addressing the following employee compensation issues:
(i)
drafting, revising, and negotiating the proposed order approving,
among other things, payment and continuation of employee
compensation and benefits programs, and securing approval of the
same on a final basis; and
(ii)
researching and analyzing issues concerning employment and labor
matters.
Actual and Necessary Expenses Incurred by K&E
64.
As set forth in Exhibit I attached hereto, and as summarized in Exhibit G attached
hereto, K&E has incurred a total of $77,355.31 in expenses on behalf of the Debtors during the
Fee Period.  These charges are intended to reimburse K&E’s direct operating costs, which are not
incorporated into the K&E hourly billing rates.  K&E charges external copying and computer
research at the provider’s cost without markup.  Only clients who actually use services of the types
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28
set forth in Exhibit I of this Fee Application are separately charged for such services.  The effect
of including such expenses as part of the hourly billing rates would impose that cost upon clients
who do not require extensive photocopying and other facilities and services.
Reasonable and Necessary Services Provided by K&E
A.
Reasonable and Necessary Fees Incurred in Providing Services to the Debtors.
65.
The foregoing professional services provided by K&E on behalf of the Debtors
during the Fee Period were reasonable, necessary, and appropriate to the administration of these
chapter 11 cases and related matters.
66.
Many of the services performed by partners and associates of K&E were provided
by K&E’s Restructuring Group.  K&E has a prominent practice in this area and enjoys a national
and international reputation for its expertise in financial reorganizations and restructurings of
troubled companies, with over 175 attorneys focusing on this area of the law.  The attorneys at
K&E have represented either the debtors or the creditors’ committee or have acted as special
counsel in many large chapter 11 cases.
67.
In addition, due to the facts and circumstances of these chapter 11 cases, attorneys
from K&E’s litigation, corporate, and tax groups were heavily involved with K&E’s representation
of the Debtors.  These practice groups also enjoy a national and international reputation for their
expertise.  Overall, K&E brings to these chapter 11 cases a particularly high level of skill and
knowledge, which inured to the benefit of the Debtors and all stakeholders.
B.
Reasonable and Necessary Expenses Incurred in Providing Services to the Debtors.
68.
The time constraints imposed by the circumstances of these chapter 11 cases
required K&E attorneys and other employees to devote substantial time during the evenings and
on weekends to perform services on behalf of the Debtors.  These services were essential to meet
deadlines, respond to daily inquiries from various creditors and other parties in interest on a timely
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29
basis, and satisfy the demands of the Debtors’ businesses and ensure the orderly administration of
their estates.  Consistent with firm policy, and as further disclosed in the Retention Application,
K&E attorneys and other K&E employees who worked late in the evenings or on weekends were
reimbursed for their reasonable meal and transportation costs.  K&E’s regular practice is not to
include components for those charges in overhead when establishing billing rates, but rather to
charge its clients for these and all other out-of-pocket disbursements incurred during the regular
course of the rendition of legal services.
69.
In addition, due to the location of the Debtors’ businesses, co-counsel, creditors,
and other parties in interest in relation to K&E’s offices, frequent multi-party telephone
conferences involving numerous parties were required.  On many occasions, the exigencies and
circumstances of these chapter 11 cases required overnight delivery of documents and other
materials.  The disbursements for such services are not included in K&E’s overhead for the purpose
of setting billing rates and K&E has made every effort to minimize its disbursements in these
chapter 11 cases.  The actual expenses incurred in providing professional services were necessary,
reasonable, and justified under the circumstances to serve the needs of the Debtors in these
chapter 11 cases.
70.
Among other things, K&E makes sure that all overtime meals, travel meals, hotel
rates, and airfares are reasonable and appropriate expenses for which to seek reimbursement.
Specifically, K&E regularly reviews its bills to ensure that the Debtors are only billed for services
that were actual and necessary and, where appropriate, prorates expenses.  In that regard, K&E
will waive certain fees and reduce its expenses if necessary.  In the Fee Period, K&E voluntarily
reduced its fees by $343,578.43 and expenses by $16,337.67.  Consequently, K&E does not seek
payment of such fees or reimbursement of such expenses in the Fee Application.
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K&E’s Requested Compensation and Reimbursement Should be Allowed
71.
Section 331 of the Bankruptcy Code provides for interim compensation of
professionals and incorporates the substantive standards of section 330 of the Bankruptcy Code to
govern the Court’s award of such compensation.  Section 330 of the Bankruptcy Code provides
that a court may award a professional employed under section 327 of the Bankruptcy Code
“reasonable compensation for actual necessary services rendered . . . and reimbursement for actual,
necessary expenses.”  11 U.S.C. § 330(a)(1).  Section 330 also sets forth the criteria for the award
of such compensation and reimbursement:
In determining the amount of reasonable compensation to be awarded . . .
the court shall consider the nature, the extent, and the value of such services,
taking into account all relevant factors, including—
(a) the time spent on such services;
(b)
the rates charged for such services;
(c)
whether the services were necessary to the
administration of, or beneficial at the time at which
the service was rendered toward the completion of,
a case under this title;
(d)
whether the services were performed within a
reasonable amount of time commensurate with the
complexity, importance, and nature of the problem,
issue, or task addressed;
(e)
with respect to a professional person, whether the
person is board certified or otherwise has
demonstrated skill and expertise in the bankruptcy
field; and
(f)
whether the compensation is reasonable based on
the
customary
compensation
charged
by
comparably skilled practitioners in cases other than
cases under this title.
11 U.S.C. § 330(a)(3).
72.
K&E respectfully submits that the services for which it seeks compensation in this
Fee Application were, at the time rendered, necessary for and beneficial to the Debtors and their
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31
estates and were rendered to protect and preserve the Debtors’ estates.  K&E further believes that
it performed the services for the Debtors economically, effectively, and efficiently, and the results
obtained benefited not only the Debtors, but also the Debtors’ estates and the Debtors’ constituents.
K&E further submits that the compensation requested herein is reasonable in light of the nature,
extent, and value of such services to the Debtors, their estates, and all parties in interest.
73.
During the Fee Period, K&E’s hourly billing rates for attorneys ranged from $745
to $2,465.  The hourly rates and corresponding rate structure utilized by K&E in these chapter 11
cases are equivalent to the hourly rates and corresponding rate structure used by K&E for
restructuring, workout, bankruptcy, insolvency, and comparable matters, and similar complex
corporate, securities, and litigation matters, whether in court or otherwise, regardless of whether a
fee application is required.  K&E strives to be efficient in the staffing of matters.  These rates and
the rate structure reflect that such matters are typically national in scope and involve great
complexity, high stakes, and severe time pressures—all of which were present in these
chapter 11 cases.
74.
Moreover, K&E’s hourly rates are set at a level designed to compensate K&E fairly
for the work of its attorneys and paraprofessionals and to cover certain fixed and routine overhead
expenses.  Hourly rates vary with the experience and seniority of the individuals assigned.  These
hourly rates are subject to periodic adjustments to reflect economic and other conditions and are
consistent with the rates charged elsewhere.
75.
In sum, K&E respectfully submits that the professional services provided by K&E
on behalf of the Debtors and their estates during these chapter 11 cases were necessary and
appropriate given the complexity of these chapter 11 cases, the time expended by K&E, the nature
and extent of K&E’s services provided, the value of K&E’s services, and the cost of comparable
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services outside of bankruptcy, all of which are relevant factors set forth in section 330 of the
Bankruptcy Code.  Accordingly, K&E respectfully submits that approval of the compensation
sought herein is warranted and should be approved.
76.
No previous application for the relief sought herein has been made to this or any
other Court.
Reservation of Rights and Notice
77.
It is possible that some professional time expended, or expenses incurred, during
the Fee Period are not reflected in the Fee Application.  K&E reserves the right to include such
amounts in future fee applications.  In addition, the Debtors have provided notice of this Fee
Application to:  (a) the U.S. Trustee; (b) the Committee; (c) the office of the attorney general for
each of the states in which the Debtors operate; (d) the United States Attorney’s Office for the
District of Delaware; (e) the Internal Revenue Service; (f) the United States Securities and
Exchange Commission; (g) counsel to the 1L Ad Hoc Group; (h) the agent of the DIP Facility and
counsel thereto; (i) the agent of the First Lien Credit Agreement and counsel thereto; (j) the Second
Lien Agent and counsel thereto; (k) the agent of the Notes and counsel thereto; and (l) any party
that has requested notice pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”).
Pursuant to the Interim Compensation Order, any party, other than the Notice Parties, that wishes
to object to the Fee Application, must file its objection with the Court, with a copy to Chambers
and serve it on the affected professional and the Notice Parties so that it is actually received on or
before January 13, 2025 at 4:00 pm (prevailing Eastern Standard Time).
No Prior Request
78.
No prior application for the relief requested herein has been made to this or any
other court.
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WHEREFORE, K&E respectfully requests that the Court enter an order (a) awarding K&E
(i) interim compensation for professional and paraprofessional services provided during the
Second Interim Fee Period in the amount of $2,995,971.50, and reimbursement of actual,
reasonable, and necessary expenses incurred in the Second Interim Fee Period in the amount of
$12,355.08, and (ii) final compensation professional and paraprofessional services provided
during the Fee Period in the amount of $12,250,591.82, and reimbursement of actual, reasonable,
and necessary expenses incurred in the Fee Period in the amount of $72,213.15; (b) authorizing
and directing the Debtors to remit payment to K&E for such fees and expenses; and (c) granting
such other relief as is appropriate under the circumstances.
Dated: December 23, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C.
KIRKLAND & ELLIS LLP
Patrick J. Reilley, Esq. (DE Bar No. 4451)
KIRKLAND & ELLIS INTERNATIONAL LLP
500 Delaware Avenue, Suite 1410
Joshua A. Sussberg, P.C. (admitted pro hac vice)
Wilmington, Delaware 19801
601 Lexington Ave
Telephone:
(302) 652-3131
New York, New York 10022
Facsimile:
(302) 652-3117
Telephone:
(212) 446-4800
Email:
preilley@coleschotz.com
Facsimile:
(212) 446-4900
Email:
joshua.sussberg@kirkland.com
- and -
- and -
Michael D. Sirota, Esq. (admitted pro hac vice)
Spencer A. Winters, P.C. (admitted pro hac vice)
Warren A. Usatine, Esq (admitted pro hac vice)
Yusuf U. Salloum (admitted pro hac vice)
Court Plaza North, 25 Main Street
333 West Wolf Point Plaza
Hackensack, New Jersey 07601
Chicago, Illinois 60654
Telephone:
(201) 489-3000
Telephone:
(312) 862-2000
Facsimile:
(201) 489-1536
Facsimile:
(312) 862-2200
Email:
msirota@coleschotz.com
Email:
spencer.winters@kirkland.com
wusatine@coleschotz.com
yusuf.salloum@kirkland.com
Co-Counsel to the Debtors
Co-Counsel to the Debtors
and Debtors in Possession
and Debtors in Possession
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