First Monthly Fee Application of Kirkland & Ellis (June 2024) — In re Vyaire Medical, Inc.

Summary

The First Monthly Fee Application of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, attorneys for the Debtors and Debtors in Possession, for June 9, 2024 through and including June 30, 2024, filed as Doc 489 on August 30, 2024 in Case No. 24-11217 (BLS). The summary states a date of retention of August 5, 2024, effective as of June 9, 2024, and compensation sought of $1,875,844.00 (80 percent of $2,344,805.00); a footnote says K&E voluntarily reduced its fees and expenses by $111,369.35. The WHEREFORE paragraph requests allowance of fees and expenses in the total amount of $1,900,855.09, made up of $1,875,844.00 in fees and $25,041.09 in costs and expenses, to be paid as administrative expenses of the Debtors' estates.

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)

)
)
Obj. Deadline: September 20, 2024 at 4:00 p.m. (ET)

SUMMARY OF FIRST MONTHLY FEE
APPLICATION OF KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP,
ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION,
FOR THE PERIOD FROM JUNE 9, 2024 THROUGH AND INCLUDING JUNE 30, 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
Period for which compensation
and reimbursement is sought:

June 9, 2024 through June 30, 2024
Amount of Compensation sought as actual,
reasonable, and necessary:

$1,875,844.00 (80 percent of $2,344,805.00)2

This is a(n)    X   monthly   ___ interim   ___ final application

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
K&E voluntarily reduced its fees and expenses by $111,369.35 in the Fee Period (as defined herein).
Consequently, K&E does not seek payment of these fees and expenses in this Monthly Fee Statement (as
defined herein).
Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 1 of 13

2
Summary of Hours by Professional Billed From
June 9, 2024 through June 30, 2024

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
$1,095.00
8.50
$9,307.50
Cooper Barghols
Associate
Corporate -
General
2023
$815.00
6.90
$5,623.50
Chris Ceresa
Associate
Restructuring
2020
$1,345.00
120.20
$161,669.00
Tiffani Chanroo
Associate
Restructuring
2021
$1,265.00
105.80
$133,837.00
Kenny
Chiaghana
Associate
Restructuring
2023
$815.00
63.10
$51,426.50
Dominique
Collins
Associate
ECEB -
Executive
Compensation
2020
$1,095.00
1.70
$1,861.50
Joseph A.
D'Antonio
Associate
Litigation -
General
2021
$1,185.00
6.00
$7,110.00
Jaina Desai
Associate
Restructuring
2023
$815.00
120.60
$98,289.00
Justin M.
Garfinkle
Associate
Technology &
IP Transactions
2022
$975.00
10.30
$10,042.50
Emanuel Goetz
Associate
Taxation
2024
$620.00
3.50
$2,170.00
Palmer
Gunderson
Associate
Taxation
2023
$845.00
33.90
$28,645.50
David Hackel
Associate
Restructuring
2023
$975.00
111.70
$108,907.50
Yoonie Han
Associate
Corporate -
Debt Finance
2019
$1,395.00
18.30
$25,528.50
Liz Ji
Associate
Taxation
2021
$1,175.00
15.60
$18,330.00
Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 2 of 13

3
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Olivia Kaufmann
Associate
Corporate -
Healthcare
2023
$975.00
20.40
$19,890.00
Sooah Kim
Associate
ECEB -
Employee
Benefits
2022
$975.00
4.60
$4,485.00
Brian King
Associate
Corporate -
Healthcare
2017
$1,345.00
3.60
$4,842.00
Maggie Kate
King
Associate
Technology &
IP Transactions
2021
$1,095.00
14.50
$15,877.50
Sabrina
Lieberman
Associate
Restructuring
2023
$815.00
137.90
$112,388.50
Savannah
Malnar-Cole
Associate
Antitrust/
Competition
2023
$1,095.00
9.10
$9,964.50
Jennifer Mancini
Associate
Litigation -
General
2022
$925.00
1.50
$1,387.50
Rebecca J.
Marston
Associate
Restructuring
2021
$1,265.00
128.60
$162,679.00
Grant McClernon Associate
Corporate -
Healthcare
2023
$815.00
2.00
$1,630.00
Ruan J. Meintjes
Associate
Corporate -
Healthcare
2022
$975.00
28.60
$27,885.00
Julienne Miranda
Associate
Corporate -
General
2023
$815.00
15.90
$12,958.50
Michael William
Morgan
Associate
Corporate -
General
2022
$975.00
9.70
$9,457.50
Jai Mudhar
Associate
Restructuring
2020
$1,265.00
7.00
$8,855.00
Trent Nachbar
Associate
Corporate -
M&A/Private
Equity
2022
$1,095.00
32.80
$35,916.00
Dan O'Connor
Associate
Corporate -
M&A/Private
Equity
2021
$1,265.00
62.50
$79,062.50
Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 3 of 13

4
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Sarah Osborne
Associate
Restructuring
2023
$815.00
104.30
$85,004.50
Carolin Paus
Associate
Restructuring
2023
$620.00
35.10
$21,762.00
Joseph Cermak
Profancik
Associate
Corporate -
Debt Finance
2022
$975.00
18.30
$17,842.50
Joshua Raphael
Associate
Restructuring
2023
$975.00
16.80
$16,380.00
Adrian Salmen
Associate
Restructuring
2021
$1,095.00
29.70
$32,521.50
Seth Sanders
Associate
Restructuring
2021
$1,095.00
84.60
$92,637.00
Florian Schuette
Associate
Taxation
2023
$750.00
1.50
$1,125.00
Scottie
Shermetaro
Associate
Technology &
IP Transactions
2018
$1,395.00
22.20
$30,969.00
Noah Spector
Associate
Litigation -
General
2021
$1,075.00
0.50
$537.50
Matt Swanson
Associate
Environment -
Transactional
2021
$1,265.00
0.70
$885.50
Kyle Nolan
Trevett
Associate
Restructuring
2020
$1,095.00
71.50
$78,292.50
Paul Vasiloff
Associate
ECEB - Labor/
Employment
2021
$1,265.00
5.80
$7,337.00
Donatus Wang
Associate
Restructuring
2022
$905.00
36.20
$32,761.00
Quin Wetzel
Associate
Restructuring
2023
$815.00
54.70
$44,580.50
Ann-Kathrin
Ziegler
Associate
Restructuring
2018
$1,050.00
12.00
$12,600.00
Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 4 of 13

5
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Kon
Asimacopoulos
Partner
Restructuring
2000
$2,305.00
28.20
$65,001.00
Marin Boney
Partner
Antitrust/
Competition
2008
$1,885.00
1.60
$3,016.00
John G. Caruso
Partner
Real Estate
1992
$2,115.00
2.70
$5,710.50
Adam Thomas
Clifford, P.C.
Partner
Corporate -
M&A/Private
Equity
2013
$1,995.00
6.40
$12,768.00
Bernadette
Coppola
Partner
Technology &
IP Transactions
2013
$1,575.00
18.10
$28,507.50
Hannah
Crawford
Partner
Restructuring
2015
$1,595.00
1.80
$2,871.00
Tabitha J. De
Paulo
Partner
Litigation -
General
2015
$1,435.00
16.80
$24,108.00
Anthony M. Del
Rio
Partner
Corporate -
Healthcare
2014
$1,595.00
18.70
$29,826.50
Michael Ehret
Partner
Taxation
2001
$1,895.00
15.70
$29,751.50
Susan D. Golden
Partner
Restructuring
1988
$1,600.00
3.20
$5,120.00
Luci Hague
Partner
International
Trade
2015
$1,575.00
0.20
$315.00
Kate Hardey
Partner
Corporate -
Healthcare
2003
$1,995.00
12.00
$23,940.00
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
11.90
$27,429.50
Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 5 of 13

6
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Daniel Lewis,
P.C.
Partner
Technology &
IP Transactions
2008
$1,910.00
7.50
$14,325.00
Sean McClay
Partner
Corporate -
Debt Finance
2018
$1,575.00
8.50
$13,387.50
Mark McKane,
P.C.
Partner
Litigation -
General
1999
$2,065.00
1.40
$2,891.00
Maureen D.
O'Brien
Partner
ECEB -
Employee
Benefits
1998
$2,115.00
6.00
$12,690.00
Evangelia
Podaras
Partner
ECEB -
Labor/Employm
ent
2016
$1,575.00
0.90
$1,417.50
Scott D. Price,
P.C.
Partner
ECEB -
Executive
Compensation
1998
$2,245.00
2.90
$6,510.50
Risa Salins
Partner
ECEB -
Labor/Employm
ent
2002
$2,115.00
2.60
$5,499.00
Yusuf Salloum
Partner
Restructuring
2018
$1,595.00
72.40
$115,478.00
Josh Sussberg,
P.C.
Partner
Restructuring
2004
$2,305.00
5.50
$12,677.50
Paul D. Tanaka,
P.C.
Partner
Environment -
Transactional
2003
$2,115.00
3.10
$6,556.50
Steve Toth
Partner
Corporate -
M&A/Private
Equity
2005
$1,820.00
22.50
$40,950.00
Sarah Ullathorne
Partner
Restructuring
2004
$1,575.00
1.20
$1,890.00
Nicholas Warther
Partner
Taxation
2017
$1,665.00
21.30
$35,464.50
Cristina Weidner
Partner
Restructuring
2005
$1,665.00
5.90
$9,823.50
Spencer A.
Winters, P.C.
Partner
Restructuring
2013
$1,685.00
45.60
$76,836.00
Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 6 of 13

7
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Sara B.
Zablotney, P.C.
Partner
Taxation
2003
$2,445.00
6.30
$15,403.50
Totals

1,952.80
$2,281,834.50

Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 7 of 13

8
Compensation By Project Category
From June 9, 2024 through June 30, 2024
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
74.10
$75,642.50
6
Disclosure Statement/Plan/Confirmation
192.70
$198,253.50
7
DIP Financing and Cash Collateral
133.50
$158,836.50
8
Cash Management
2.90
$3,668.50
9
Automatic Stay Issues
2.80
$2,651.00
10
Asset Sales/Section 363 Issues: Use, Sale &
Disposition of Property
572.80
$706,449.50
11
Executory Contracts and Unexpired Leases
29.80
$28,606.00
12
Business Operations
51.50
$48,045.50
13
Claims Administration
17.50
$17,351.50
14
Schedules and Statements (SOFAs)
30.70
$34,467.50
15
Creditor and Stakeholder Communications
9.80
$8,472.00
16
U.S. Trustee Matters and Communication
1.40
$1,726.00
17
Hearings
22.40
$30,967.00
18
Insurance and Surety Matters
1.20
$1,026.00
19
Utilities
13.60
$13,824.00
20
Tax Matters
102.40
$142,679.50
21
Case Administration
103.50
$101,014.50
22
Retention – K&E
149.60
$139,606.00
23
Retention – Non-K&E
65.30
$64,777.50
24
Vendor Matters
19.30
$21,509.50
25
Litigation
18.30
$23,939.50
27
Non-Working Travel
13.50
$16,073.50
28
Creditors’ Committee Matters
9.20
$9,859.00
29
Employee and Labor Matters
16.80
$27,170.00
Total
2,084.30
$2,344,805.00

Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 8 of 13

9
Expense Summary
Expense
Unit Cost
(if applicable)
Amount
Third Party Telephone Charges

$0.00
Standard Copies or Prints
$0.10
$357.30
Binding

$0.00
Tabs/Indexes/Dividers

$0.00
Color Copies or Prints

$454.30
Local Transportation

$62.79
Travel Expense

$1,344.44
Airfare

$2,133.93
Transportation to/from airport

$386.99
Travel Meals

$37.98
Other Court Costs and Fees

$10,350.90
Working Meals/K&E Only

$978.89
Outside Retrieval Service

$2,074.20
Computer Database Research

$77.00
Westlaw Research

$893.17
Overtime Transportation

$386.74
Overtime Meals - Non-Attorney

$0.00
Overtime Meals - Attorney

$117.63
Document Services Overtime

$0.00
Rental Expenses

$5,142.16
Miscellaneous Office Expenses

$0.00
Overnight Delivery - Hard

$242.67
Total
$25,041.09
Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 9 of 13

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)

)

)
)
Obj. Deadline: September 20, 2024 at 4:00 p.m. (ET)
FIRST MONTHLY FEE APPLICATION OF
KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP,
ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION,
FOR THE PERIOD FROM JUNE 9, 2024 THROUGH AND INCLUDING JUNE 30, 2024
Pursuant to sections 327, 330, and 331 of chapter 11 of title 11 of the United States Code,
(the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure
(the “Bankruptcy Rules”), 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, dated August 5, 2024 [Docket No. 350]
(the “Retention Order”), the Order (I) Establishing Procedures for Interim Compensation and
Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief, dated
July 9, 2024 [Docket No. 218] (the “Interim Compensation Order”), and the Local Rules for the
United States Bankruptcy Court District of Delaware (the “Bankruptcy Local Rules”), the law firm
of Kirkland & Ellis LLP and Kirkland & Ellis International LLP (together, “K&E”), counsel for
the above-captioned debtors and debtors in possession (collectively, the “Debtors”), hereby files

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 489    Filed 08/30/24    Page 10 of 13

11

this monthly fee statement (this “Monthly Fee Statement”) for: (i) compensation in the amount of
$1,875,844.00 (80% of $2,344,805.00) for the reasonable and necessary legal services K&E
rendered to the Debtors from June 9, 2024 through June 30, 2024 (the “Fee Period”); and
(ii) reimbursement for the actual and necessary expenses that K&E incurred, in the amount of
$25,041.09 during the Fee Period.
Itemization of Services Rendered and Disbursements Incurred

1.
In support of this Monthly Fee Statement, attached are the following exhibits:
• Exhibit A is a schedule of the number of hours expended and fees incurred (on
an aggregate basis) by K&E partners, associates, and paraprofessionals during
the Fee Period with respect to each of the subject matter categories K&E
established in accordance with its internal billing procedures.  As reflected in
Exhibit A, K&E incurred $2,334,805.00 in fees during the Fee Period.
Pursuant to this Monthly Fee Statement, K&E seeks reimbursement for 80% of
such fees ($1,875,844 in the aggregate).
• Exhibit B is a schedule providing certain information regarding the K&E
attorneys and paraprofessionals for whose work on these chapter 11 cases
compensation is sought in this Monthly Fee Statement.  Attorneys and
paraprofessionals of K&E have expended a total of 2,084.30 hours in
connection with these chapter 11 cases during the Fee Period.
• Exhibit C is a schedule 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 in this Monthly Fee Statement.  All of these
disbursements comprise the requested sum for K&E’s out-of-pocket expenses.
• Exhibit D consists of K&E’s records of fees and expenses incurred during the
Fee Period in the rendition of the professional services to the Debtors and their
estates.2
Representations
2.
Although every effort has been made to include all fees and expenses incurred in
the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due

2
K&E has negotiated a discounted rate for Westlaw computer-assisted legal research.  Computer-assisted legal
research is used whenever the researcher determines that using Westlaw is more cost effective than using
traditional (non-computer assisted legal research) techniques.
Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 11 of 13

12

to delays caused by accounting and processing during the Fee Period.  K&E reserves the right to
make further application to this Court for allowance of such fees and expenses not included herein.
Subsequent fee applications will be filed in accordance with the Bankruptcy Code, the Bankruptcy
Rules, Bankruptcy Local Rules, and the Interim Compensation Order.

[Remainder of page intentionally left blank]

Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 12 of 13

WHEREFORE, K&E requests allowance of its fees and expenses incurred during the
Fee Period in the total amount of $1,900,855.09 consisting of (a) $1,875,844.00, which is 80% of
the fees incurred by the Debtors for reasonable and necessary professional services rendered by
K&E; and (b) $25,041.09 for actual and necessary costs and expenses, and that such fees and
expenses be paid as administrative expenses of the Debtors’ estates.
Dated: August 30, 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

Case 24-11217-BLS    Doc 489    Filed 08/30/24    Page 13 of 13

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