ExtractPage4
- Date
- 2024-09-04
Summary
Doc 497-1, filed September 4, 2024 in Case 24-11217-BLS, is a 13-page set of exhibits concerning Vyaire Medical entities. Exhibit 1 is a placeholder for the Trudell Asset Purchase Agreement filed at Docket No. 401, and Exhibit 2, the Assumed Contracts Exhibit, is marked to be filed. Exhibit 3 is a Transaction Steps Memorandum, Schedule 6.17(a), describing restructuring of intercompany receivables and payables in three steps: transfers and set-off of intercompany obligations with Vyaire Medical Inc., transfer of MIM Medizinische Instrumente und Monitoring GmbH from Vyaire Medical GmbH, and sale of the RDx business. It states German tax assumptions and an expected MIM value of approx. USD 30m. Exhibit 4 is an Estimated Holdback Schedule totaling $ (25.1) million across employee costs, post-petition claims, tax and wind-down expenses.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
Case 24-11217-BLS Doc 497-1 Filed 09/04/24 Page 1 of 13
Exhibit 1
Trudell Asset Purchase Agreement
[Filed at Docket No. 401]
Case 24-11217-BLS Doc 497-1 Filed 09/04/24 Page 2 of 13
Exhibit 2
Assumed Contracts Exhibit
[To Be Filed]
Case 24-11217-BLS Doc 497-1 Filed 09/04/24 Page 3 of 13
Exhibit 3
Transaction Steps Memorandum
Schedule 6.17(a) – Restructuring Transactions
Restructuring of intercompany receivables and payables between the Acquired Entities, Seller and Non-Debtors shall be implemented in three steps:
Step 1 (A)– Transfers of intercompany obligations to Vyaire Medical Inc. (“VMI”)
Step 1 (B) – Set-off of intercompany obligations
Step 2 – Transfer of MIM
Step 3 – Sale of RDx business
Case 24-11217-BLS
Assumptions
o All entities are tax resident only in their country of registration (for purposes of double tax treaties as well). There are no foreign permanent establishments for income tax purposes.
o All entities maintain sufficient substance in their country of registration (e.g. office space, own telephone number and email address as well as managing personnel).
o Tax capital contribution account of Vyaire Medical GmbH (“VMG”) as at December 31, 2021 amounts to approx. EUR 148m; tax equity of VMG as at December 31, 2021 amounts to approx. EUR 57m. It is
assumed that the capital contribution account has not decreased materially since then. Doc 497-1
o Tax issues outside the jurisdiction Germany have not been addressed.
o Tax implications other than the immediate German corporate income tax and trade tax implications of the contemplated measures of the Restructuring have not been discussed.
o VMG holds 100% of the shares in MIM Medizinische Instrumente und Monitoring GmbH ("MIM"), which is not Related to the Business. The carve-out of MIM from VMG shall occur by way of a sale and transfer
of the shares in MIM to VMI at its fair market value (which is currently expected to be in the amount of approx. USD 30m).
Filed 09/04/24
Page 4 of 13
1
Step 1 (A)– Transfers of IC Obligations to VMI
Step 1 (A)
(i) For all pre-petition IC Obligations involving at
least one non-U.S. Vyaire subsidiary (such as VMG):
• (a) one party will transfer the receivable (or payable)
to VMI in exchange for a corresponding receivable
from (or payable to) VMI; and Vyaire Medical, Inc.
Case 24-11217-BLS
(“VMI”)
• (b) with respect to any such payable transferred to
VMI, the obligee on such transferred IC Obligation Payable to
P Receivable
will enter into a novation to release the original Sub C from Sub C
obligor and make VMI the new obligor.
Following the transfers in Step 1 (A) (i), all IC Obligations
IC Obligation
Doc 497-1
of non-U.S. Vyaire subsidiaries will either be owed to, or Sub A
Receivable
owed from, VMI. from VMI
(ii) For any IC Obligations between Vyaire VMG*
Subsidiaries which will be sold as part of the RDx
sale in Step 3: Payable to Sub B IC Obligation
VMI
• (a) one party will transfer the receivable (or payable)
to VMG in exchange for a corresponding receivable
from (or payable to) VMG; and
Filed 09/04/24
• (b) with respect to any such payable transferred to
VMI, the obligee on such transferred IC Obligation
will enter into a novation to release the original
obligor and make VMG the new obligor.
* for illustration purposes the above chart shows the relevant transfers of receivables/payable of VMG only (in essence for
Page 5 of 13
each non-U.S. Vyaire subsidiary the same measures and transfers occur.
2
Step 1 (B) – Set-off of IC Obligations
Step 1 (B)
VMI will exercise set-off rights for all IC Obligations
between itself and each respective Vyaire subsidiary
(including VMG), such that, as a result, only a single
payable or receivable in the amount of the net obligation
will remain outstanding between VMI and each
subsidiary (including VMG). Vyaire Medical, Inc.
(“VMI”)
Case 24-11217-BLS
IC Obligation
IC Obligation
IC Obligation
IC Obligation
Sub A
Doc 497-1
VMG*
Sub B
Filed 09/04/24
Page 6 of 13
* for illustration purposes the above chart shows the relevant transfers of receivables/payable of VMG only (in essence for
each non-U.S. Vyaire subsidiary the same measures and transfers occur.
3
Step 2 – Transfer of MIM
Step 2 Vyaire Holding
Company (U.S.)
VMI purchases 100% of the outstanding equity in MIM
from VMG in satisfaction of a payable owed to Vyaire Vyaire Company
Medical, Inc. for $[30M].* (U.S.)
*Note: The purchase price will reflect the FMV of
Vyaire Medical,
MIM Equity
MIM, which depends on the FMV of MIM’s assets Inc. (U.S.)
Case 24-11217-BLS
(including Vents IP), existing liabilities (including tax
and pension obligations), and value of any intercompany
Vyaire Medical
obligations. Depending on the FMV of MIM and the LLC (U.S.)
amount of the IC Obligation from VMG to VMI at the
time of the exchange, the payable owed by VMG to
VIM may be reduced to a small number or become a Vyaire Medical,
202 Inc. (U.S.)
receivable. Doc 497-1
VIASYS
Holdings Inc.
(U.S.)
[$30M]
Payable SensorMedics
Corporation (U.S.)
Breathe U.S.
HoldCo, Inc.
(U.S.)
Filed 09/04/24
Breathe
U.S. Holdings
LP (U.S.)
Vyaire Medical
GmbH (DE)
MIM Medizinische
Instrumente und Vyaire UK 236 Vyaire Medical
Monitoring GmbH Limited (UK) B.V. (NL)
Page 7 of 13
(DE) (“MIM”)
NTD: For simplicity, certain Vyaire subsidiaries are not depicted on this slide.
4
Step 3 – Sale of RDx Business
Step 3 – At Closing: Vyaire Holding
Company (U.S.)
(A) RDx Buyer purchases:
Vyaire Company
• (i) the RDx Assets from the applicable (U.S.)
/C2:?6 @B3@:5:2?:6@ 7>? "0D1 42@9'
RDx Vyaire Medical,
• (ii) 100% of the outstanding equity in Vyaire Medical Buyer Inc. (U.S.)
Assets
Case 24-11217-BLS
S.r.l. (Italy) from VIASYS Holdings Inc. (U.S.) for Equity
"0D1 cash; A (i)
Cash Vyaire Medical Vyaire Finance
Subsidiaries LLC (U.S.) B.V. (NL)
• (iii) 100% of the outstanding equity in Vyaire
Medical Pty. Ltd. (Australia) and Vyaire Medical
Vyaire Medical
Vyaire Medical,
Korea Ltd. (Korea) from Vyaire Medical Holdings RDx Assets International LLC
202 Inc. (U.S.)
(U.S.)
(&/& #+6A96?;2=5@$ 7>? "0D1 42@9' 2=5 A (ii) Doc 497-1
Cash VIASYS Vyaire Medical
• (iv) 100% of the outstanding equity in VMG A (iii) Holdings Inc. Coöperatief U.A.
7?>< (?62A96 .&-& )>;5:=8@% *, #.&-&$ 7>? "0D1 (U.S.) (NL)
cash.
Vyaire Medical
Vyaire Medical SensorMedics
International B.V.
S.r.l. (IT) Corporation (U.S.)
(B) If there remains any outstanding payable owed from (NL)
VMG to VMI, the RDx Buyer will make a capital
A (iv)/B
contribution through a cash transfer to a bank account of Breathe U.S. Cash Vyaire Medical
HoldCo, Inc. Holdings B.V.
VMG in the course of the acquisition for "0D1 42@9% (U.S.) (NL)
which will be remitted through a cash transfer1 to VMI in
Filed 09/04/24
satisfaction of such obligation. Otherwise, any receivable Cash
Breathe Vyaire Medical Vyaire Medical Korea
owed from VMI to VMG would be written off by U.S. Holdings Pty. Ltd. (AU) Ltd. (KR) [Branch]
VMG.* LP (U.S.)
*Note: In general, whether VMG is in a payable or Vyaire Medical
GmbH (DE)
receivable position with respect to VMI will depend on
the FMV of MIM and the amount of the payable from
VMG to VMI at the time of MIM’s transfer in Step 2. Vyaire UK 236 Vyaire Medical
Limited (UK) B.V. (NL)
Page 8 of 13
1
NTD: Added per Deloitte’s request.
NTD: For simplicity, certain Vyaire subsidiaries are not depicted on this slide.
5
Annex – Overview of intercompany receivables / payables
Case 24-11217-BLS
Doc 497-1
Filed 09/04/24
Page 9 of 13
6
Annex – Overview of intercompany receivables / payables – cont’d.
Case 24-11217-BLS
Doc 497-1
Filed 09/04/24
Page 10 of 13
7
Annex – Overview of intercompany receivables / payables – cont’d.
Case 24-11217-BLS
Doc 497-1
Filed 09/04/24
Page 11 of 13
8
Case 24-11217-BLS Doc 497-1 Filed 09/04/24 Page 12 of 13
Exhibit 4
Holdback Schedule
Case 24-11217-BLS Doc 497-1 Filed 09/04/24 Page 13 of 13
Estimated Holdback Schedule
Holback Details
Est. Amts. - Est. Amts. - Est. Amts. -
($ millions) US International Total
Estimated Employee Related Costs $ (4.5) $ (4.2) $ (8.7)
Estimated Post-Petition AP & 503(b)(9) Claims (1.3) - (1.3)
Estimated Tax (0.8) (5.2) (6.0)
Estimated Wind Down and Other Expenses (6.4) (2.7) (9.1)
Total $ (13.0) $ (12.1) $ (25.1)
File and source
- File
- gov.uscourts.deb.193283.497.1.pdf
- Size
- 512,391 bytes
- SHA-256
- 5c65b016c7ae60f36ba286b75c746cdaa563974da709969fdf082eca92f63896
- Original
- No public link identified.