Vyaire - COC - Dell-Mettawa Stipulation
- Date
- 2024-08-15
Summary
A Certification of Counsel Regarding Joint Stipulation Between the Debtors and Dell-Mettawa, LLC Regarding Rejection of Lease in Connection With Zoll Sale, filed November 25, 2024 as Doc 798 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), jointly administered Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. It recounts the Debtors' August 15, 2024 notice of the successful bidder for their Ventilation Assets [Docket No. 388] and the Court's September 4, 2024 Zoll Sale Order [Docket No. 496]. The Debtors, Dell-Mettawa and Zoll agreed to negotiate a new lease guaranteed by Zoll, to reject the original lease effective as of October 31, 2024, and to allow Dell-Mettawa's administrative claim for stub rent. Counsel states the creditors' committee and lenders do not object and asks the Court to enter the order.
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Case 24-11217-BLS Doc 798 Filed 11/25/24 Page 1 of 3
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)
)
) Re: Docket Nos. 256, 309, and 462
CERTIFICATION OF COUNSEL REGARDING JOINT STIPULATION BETWEEN
THE DEBTORS AND DELL-METTAWA, LLC REGARDING REJECTION OF LEASE
IN CONNECTION WITH ZOLL SALE
The undersigned counsel to Vyaire Medical, Inc. and certain of its affiliates, the debtors
and debtors in possession in the above-captioned cases (collectively, the “Debtors”), hereby
certifies as follows:
1. On August 15, 2024, the Debtors filed the Notice of (I) Successful Bidder for the
Sale of Certain of the Debtors’ Ventilation Assets, (II) Proposed Purchase Agreement in
Connection Therewith, and (III) Proposed Sale Order in Connection Therewith [Docket No. 388],
which attached thereto as Exhibit A is the Asset Purchase Agreement related to the Debtors’
Ventilation Assets (as may be amended or otherwise modified from time to time and including all
related documents, exhibits, schedules, and agreements thereto, collectively, the “Zoll APA”).
2. On September 4, 2024, the Court entered the Order (A) Approving the Zoll Asset
Purchase Agreement and Authorizing the Sale of Certain Ventilation Assets of the Debtors Outside
the Ordinary Course of Business, (II) Authorizing the Sale of Assets Free and Clear of All Liens,
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’ proposed 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 798 Filed 11/25/24 Page 2 of 3
Claims, Interests, and Encumbrances, (III) Authorizing the Assumption and Assignment of
Executory Contracts and Unexpired Leases in Connection Therewith, and (IV) Granting Related
Relief [Docket No. 496] (the “Zoll Sale Order”) approving the sale of Debtors’ Ventilation Assets
to Zoll (the “Zoll Sale”).
3. Following entry of the Zoll Sale Order, and to facilitate the terms of the Zoll APA,
the Debtors, Dell-Mettawa, and Zoll agreed to (i) negotiate the terms of a new lease agreement
between Vyaire and Dell-Mettawa, and for which Zoll agreed to serve as a guarantor for Vyaire’s
obligations thereunder (the “New Lease”), (ii) the rejection of the Original Lease effective as of
October 31, 2024, and (iii) allowance and payment of Dell-Mettawa’s administrative claim for
stub rent.
4. The Debtors have shared the Joint Stipulation Between the Debtors and Dell-
Mettawa, LLC Regarding Rejection of Lease in Connection With Zoll Sale with counsel for the
Official Committee of Unsecured Creditors and counsel for the Debtors’ debtor-in-possession
lenders and such parties do not have comments or objections to entry of the Order.
5. The Debtors respectfully request that the Court enter the Order at its earliest
convenience.
[Remainder of page Intentionally Left Blank]
2
Case 24-11217-BLS Doc 798 Filed 11/25/24 Page 3 of 3
Dated: November 25, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Patrick J. Reilley (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)
Warren A. Usatine, Esq (admitted pro hac vice) Spencer A. Winters, P.C. (admitted pro hac vice)
Court Plaza North, 25 Main Street Yusuf U. Salloum (admitted pro hac vice)
Hackensack, New Jersey 07601 333 West Wolf Point Plaza
Telephone: (201) 489-3000 Chicago, Illinois 60654
Facsimile: (201) 489-1536 Telephone: (312) 862-2000
Email: msirota@coleschotz.com Facsimile: (312) 862-2200
wusatine@coleschotz.com Email: spencer.winters@kirkland.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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