Vyaire - BDO Second Monthly Fee App (July 2024. 8.26)

Date: 2024-09-30

Summary

The second monthly fee application of BDO USA, P.C., tax accountant to the debtors, in the jointly administered Chapter 11 cases In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware, filed September 9, 2024 as Doc 512. It covers July 1, 2024 through July 31, 2024 and seeks $284,927.68, equal to 80% of $356,159.60 in fees, plus $0.00 in expenses, with an objection deadline of September 30, 2024. Billing summaries report 724.1 hours at a blended rate of $491.87, broken down by professional and by project category, with Tax Consulting the largest category at $188,876.40. The application recites BDO's retention by order entered August 7, 2024 and the Interim Compensation Order at Docket No. 218, and refers to Exhibits A, B and C.

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 512 Filed 09/09/24 Page 1 of 10

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)
)
) Hearing Date: Only if Objections are filed
) Objection Deadline: September 30, 2024, at 4:00 p.m. (ET)

SUMMARY OF
SECOND MONTHLY FEE APPLICATION OF BDO USA P.C., TAX ACCOUNTANT
TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR ALLOWANCE
OF COMPENSATION AND REIMBURSEMENT OF EXPENSES
FOR THE PERIOD FROM JULY 1, 2024 THROUGH JULY 31, 2024

Name of Applicant: BDO USA, P.C.

Authorized to provide professional
services to: Vyaire Medical, Inc., et al.

Date of retention: August 7, 2024 (Effective as of June 9, 2024)
[Docket No. 366]

Period for which compensation
and reimbursement is sought: July 1, 2024 through July 31, 2024

Amount of compensation sought as
actual, reasonable and necessary: $284,927.68 (80% of $356,159.60)

Amount of expense reimbursement
sought as actual, reasonable and necessary: $0.00

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.
Case 24-11217-BLS Doc 512 Filed 09/09/24 Page 2 of 10

VYAIRE MEDICAL, INC., ET AL.

SUMMARY OF BILLING BY PROFESSIONAL
JULY 1, 2024 THROUGH JULY 31, 2024

Professional Position Hours Hourly Rate Amount

Doug Bekker Partner, NTO 1.6 $1,150.00 $1,840.00
Doug Chestnut Managing Director, NTO 8.3 960.00 7,968.00
Kevin Wilkes Principal, TAS 28.5 960.00 27,360.00
Rich Liebman Managing Director, NTO 32.8 960.00 31,488.00
Annie Lee Principal, ITS 3.5 780.00 2,730.00
Lucy Germano Senior Manager, TAS 7.4 720.00 5,328.00
Randi Miller Managing Director, CTS 22.8 680.00 15,504.00
Alina Pierce Manager, TAS 113.0 640.00 72,320.00
Zach Meyers Senior Manager, NTO 0.9 628.00 565.20
Sue Bazzy Senior Manager, ITS 29.5 624.00 18,408.00
John Gifford Senior Manager, ASC740 11.3 600.00 6,780.00
Greg Poci Experienced Senior, NTO-A 50.0 588.00 29,400.00
Melody Song Experienced Senior, TAS 1.4 552.00 772.80
Hannah Hobson Experienced Senior, TAS 68.5 552.00 37,812.00
Jesse Hooker Senior, TAS 0.8 484.00 387.20
Bianca Pappalardo Senior, TAS 2.9 484.00 1,403.60
Dante Petrone Experienced Senior, ITS 25.3 452.00 11,435.60
Eddie Mason Experienced Senior, NTO-A 38.5 452.00 17,402.00
Jon Morici Experienced Senior, CTS 24.3 332.00 8,067.60
Nick Zavis Experienced Associate, SALT 33.5 272.00 9,112.00
Kassandra Gillis Experienced Associate, ITS 12.1 272.00 3,291.20
Bryce Bertler Associate, ITS 15.4 248.00 3,819.20
Djan Hinov Associate, SALT 11.9 248.00 2,951.20
Ryan Lilly Associate, SALT 87.0 248.00 21,576.00
Kelsee Schofield Associate, CTS 42.9 220.00 9,438.00
Emmitt Karrels Intern, ITS 27.0 180.00 4,860.00
Blake Peiffer Intern, ITS 23.0 180.00 4,140.00
TOTAL: 724.1 $356,159.60

Blended Rate: $491.87
Case 24-11217-BLS Doc 512 Filed 09/09/24 Page 3 of 10

VYAIRE MEDICAL, INC., ET AL.

SUMMARY OF BILLING BY PROJECT CATEGORY
JULY 1, 2024 THROUGH JULY 31, 2024

Project Category Monthly Hours Monthly Fees
Federal Income Tax Returns/Extensions 212.5 $79,806.00
Fee Apps and Retention 33.3 19,198.40
State Income Tax Returns/Extensions 183.7 63,739.20
Schedule M 18.7 4,539.60
Tax Consulting 275.9 188,876.40
TOTAL: 724.1 $356,159.60
Case 24-11217-BLS Doc 512 Filed 09/09/24 Page 4 of 10

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

SECOND MONTHLY FEE APPLICATION OF BDO USA P.C.,
TAX ACCOUNTANT TO THE DEBTORS AND DEBTORS IN
POSSESSION, FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT
OF EXPENSES FOR THE PERIOD FROM JULY 1, 2024 THROUGH JULY 31, 2024

BDO USA P.C. (the “Applicant” or “BDO”), tax accountant to Vyaire Medical, Inc. and

certain of its subsidiaries, the debtors and debtors in possession in the above captioned cases

(collectively, the “Debtors”), hereby submits this second monthly fee application

(the “Application”) pursuant to (i) sections 330 and 331 of title 11 of the United State Code, 11

U.S.C. §§ 101-1532 (the “Bankruptcy Code”), (ii) Rule 2016 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”), (iii) Rule 2016-2 of the Local Rules of Bankruptcy

Practice and Procedure of the United States Bankruptcy Court for the District of Delaware

(the “Local Rules”), and (iv) 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”) for allowance of compensation for services

rendered and reimbursement of expenses for the period from July 1, 2024 through July 31, 2024

(the “Application Period”). In support of this Application, Cole Schotz respectfully represents as

follows:

Jurisdiction and Venue

1. The United States District Court for the District of Delaware has jurisdiction over

this matter pursuant to 28 U.S.C. §1334, which was referred to the United States Bankruptcy Court

for the District of Delaware (the “Court”) under 28 U.S.C. § 157 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 Local Rule 9013-1(f), to the entry of a final

order by the Court in connection with this 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 statutory bases for the relief sought herein are sections 330 and 331 of the

Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule 2016-2.

Background

A. The Chapter 11 Cases

4. On June 9, 2024 (the “Petition Date”), Vyaire Medical, Inc. and certain of its

subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The

Debtors are operating their business and managing their property as debtors in possession pursuant

to sections 1107(a) and 1108 of the Bankruptcy Code.

5. On June 11, 2024, the Court entered an order authorizing the procedural

consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule

1015(b) and Local Rule 1015-1. See Docket No. 84.

2
Case 24-11217-BLS Doc 512 Filed 09/09/24 Page 6 of 10

6. No request for the appointment of a trustee or examiner has been made in these

chapter 11 cases.

7. On June 26, 2024, the Office of the United States Trustee for the District

of Delaware (the “U.S. Trustee”) appointed the Official Committee of Unsecured Creditors

(the “Committee”). See Docket No. 121.

8. A detailed description of the Debtors and their business, including the facts and

circumstances giving rise to the Debtors’ chapter 11 cases, is set forth in the Declaration of John

Bibb, Group Chief Executive Officer of Vyaire Medical, Inc., in Support of Chapter 11 Petitions

and First Day Motions. See Docket No. 15.

B. The Retention of BDO USA

9. On July 9, 2024, the Debtors applied to the Court for an order authorizing the

retention and employment of BDO USA as Debtors’ tax accountant effective as of the Petition

Date. See Docket No. 238. On August 7, 2024, the Court entered an order authorizing such

retention. See Docket No. 366.

C. The Interim Compensation Order

10. The Interim Compensation Order sets forth the procedures for interim

compensation and reimbursement of expenses in these chapter 11 cases. Specifically, the

Interim Compensation Order provides that on or after the twenty-first (21st) day of

each month following the month for which compensation is sought, each Professional

(as defined in the Interim Compensation Order) seeking compensation may file an application

(each, a “Monthly Fee Statement”) for interim allowance of compensation for services rendered

and reimbursement of expenses incurred during the preceding month. See Interim Compensation

Order ¶ 2(a). Pursuant to the Interim Compensation Order, the initial Monthly Fee Statement is to

3
Case 24-11217-BLS Doc 512 Filed 09/09/24 Page 7 of 10

cover the period from the Petition Date through June 30, 2024. Id. ¶ 2(d). Provided that no

objection to a Monthly Fee Statement is filed within twenty-one (21) days (or the next business

day if such day is not a business day) following service of the Monthly Fee Statement, the

applicable Professional may file a certificate of no objection (a “CNO”) with the Court with respect

to the unopposed portion of the fees and expenses requested in the Monthly Fee Statement.

Id. ¶ 2(b). After a CNO is filed with the Court, the Debtors are authorized to pay the Professional

an amount equal to eighty percent (80%) of the fees and one hundred percent (100%) of the

expenses requested in the applicable Monthly Fee Statement. Id.

Relief Requested

11. Pursuant to the Interim Compensation Order and section 331 of the Bankruptcy

Code, Cole Schotz is seeking compensation in the amount of $284,927.68, which is equal to eighty

percent (80%) of the $356,159.60 in fees for professional services rendered by BDO USA during

the Application Period. This amount is derived solely from the applicable hourly billing rates of

BDO USA personnel who rendered such services to the Debtors. In addition, BDO USA is seeking

reimbursement of expenses incurred during the Application Period in the amount of $0.00.

A. Compensation Requested

12. Attached hereto as Exhibit A is a detailed itemization, by project category, of all

services performed by BDO USA with respect to the chapter 11 cases during the Application

Period. This detailed itemization complies with Local Rule 2016-2(d) in that each time entry

contains a separate time allotment, a description of the type of activity and the subject matter of

the activity, all time is billed in increments of one-tenth of an hour, time entries are presented

chronologically in categories and all meetings or hearings are individually identified. See DEL.

BANKR. L.R. 2016-2(d).

4
Case 24-11217-BLS Doc 512 Filed 09/09/24 Page 8 of 10

13. The professionals who rendered services related to each category are identified in

Exhibit A, along with the number of hours for each individual and the total compensation.

B. Expense Reimbursement Requested

14. BDO USA incurred out-of-pocket expenses during the Application Period in the

amount of $0.00. Attached hereto as Exhibit B is a description of the expenses actually incurred

by BDO USA in the performance of services rendered as tax accountant to the Debtors. The

expenses are broken down into categories of charges, including, among other things, the following

charges: photocopying, scanning and printing, Court fees, transcription charges, filing fees, meals

and other non-ordinary expenses. See DEL. BANKR. L.R. 2016-2(e).2

Valuation of Services

15. Professionals of BDO USA have expended a total of 724.1 hours in connection

with this matter during the Application Period.

16. The amount of time spent by each of the BDO USA professionals providing

services to the Debtors for the Application Period is set forth in Exhibit A. The rates are BDO

USA’s normal hourly rates of compensation for work of this character. The reasonable value of

the services rendered by BDO USA for the Application Period as tax accountant to the Debtors in

these chapter 11 cases is $356,159.60.

17. BDO USA believes that the time entries included in Exhibit A attached hereto and

the expense breakdown set forth in Exhibit B attached hereto comply with the requirements of

Local Rule 2016-2.

2
In accordance with Local Rule 2016-2(e)(iii), BDO USA does not charge more than $0.10 per page for
photocopies, does not charge for incoming facsimile transmissions and does not charge more than $0.25 per page
for outgoing facsimiles. Applicant does not surcharge for computerized research. DEL. BANKR. L.R.
2016-2(e)(ii).

5
Case 24-11217-BLS Doc 512 Filed 09/09/24 Page 9 of 10

18. BDO USA itemized time records for professionals performing services for the

Debtors during the Application Period are attached hereto as Exhibit C.

19. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,

the amounts requested by this Application are fair and reasonable given: (a) the complexity of

these chapter 11 cases, (b) the time expended, (c) the nature and extent of the services rendered,

(d) the value of such services, and I the costs of comparable services other than in a case under

this title.

Notice

20. BDO USA will provide notice and serve this Application on the Application

Recipients (as defined and set forth in the Interim Compensation Order). In light of the nature of

the relief requested in this Application, Cole Schotz submits that no other or further notice is

required.

No Prior Request

21. No prior request for the relief sought in the Application has been made to this or

any other court.

Certification of Compliance and Waiver

22. The undersigned representative of BDO USA certifies that he has reviewed the

requirements of Local Rule 2016-2, and that the Application substantially complies with that Local

Rule. To the extent that the Application does not comply in all respects with the requirements of

Local Rule 2016-2, BDO USA believes that such deviations are not material and respectfully

requests that any such requirements be waived.

6
Case 24-11217-BLS Doc 512 Filed 09/09/24 Page 10 of 10

Conclusion

WHEREFORE, BDO USA respectfully requests (i) interim allowance of (a) compensation

in the amount of $284,927.68 (80% of $356,159.60) for professional services rendered and (b)

reimbursement for actual and necessary costs in the amount of $0.00; (ii) payment by the Debtors

of the foregoing amounts; and (iii) such other and further relief as the Court deems just and proper.

Dated: September 9, 2024 /s/ Kevin Wilkes
Kevin Wilkes
Tax Principal, Transaction Advisory Services
BDO USA, P.C.
200 Ottawa Avenue NW, Suite 300
Grand Rapids, MI 49503
kwilkes@bdo.com
Telephone: 616-774-7000
Facsimile:616-776-3680

Tax Accountant for the Debtors
and Debtors-in-Possession

File and source

File: gov.uscourts.deb.193283.512.0.pdf
Size: 160,043 bytes
SHA-256: 88965b3abee4b1a57e39a17996bdf2cdce7ee138e6cb5249864dfa1c380f2854
Our copy: gov.uscourts.deb.193283.512.0.pdf
Original: PACER (login required)

Vyaire - BDO Second Monthly Fee App (July 2024. 8.26)

Summary

Full text

File and source

Related records