Vyaire - DS Order - Exhibit 8 - Combined Hearing Notice

Summary

A notice of hearing to consider the adequacy of the disclosure statement and confirmation of the joint chapter 11 plan filed by the debtors, filed October 3, 2024 as Doc 601 (9 pages) in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS). It states that on October 2, 2024, the court entered an order [Docket No. 596] authorizing solicitation of votes on the plan [Docket No. 581] and approving the disclosure statement [Docket No. 582] on an interim basis. The notice sets the confirmation hearing for November 14, 2024 before the Honorable Brendan L. Shannon, a voting record date of October 2, 2024, and a voting deadline and plan objection deadline of November 4, 2024. It also reproduces the release, exculpation and injunction provisions of Article VIII of the plan.

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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)
)
NOTICE OF HEARING TO CONSIDER
(I) THE ADEQUACY OF THE DISCLOSURE STATEMENT AND
(II) CONFIRMATION OF THE JOINT CHAPTER 11 PLAN FILED BY THE DEBTORS
PLEASE TAKE NOTICE THAT on October 2, 2024, the United States Bankruptcy
Court for the District of Delaware (the “Court”) entered an order [Docket No. 596]
(the “Disclosure Statement Order”):  (a) authorizing the above-captioned debtors and debtors in
possession (collectively, the “Debtors”) to solicit votes on the Joint Chapter 11 Plan of Vyaire
Medical, Inc. and Its Debtor Affiliates [Docket No. 581] (as modified, amended, or supplemented
from time to time, the “Plan”);2 (b) approving on an interim basis the Disclosure Statement for the
Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates [Docket No. 582]
(the “Disclosure Statement”) as containing “adequate information” pursuant to section 1125 of
the Bankruptcy Code; (c) approving the solicitation materials and documents to be included in the
solicitation packages; (d) approving procedures for soliciting, receiving, and tabulating votes on
the Plan and for filing objections to the Plan; and (e) granting related relief.
PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will
consider the Confirmation of the Plan (the “Confirmation Hearing”) will commence on
November 14, 2024, at 1:30 p.m., prevailing Eastern Time, before The Honorable Brendan L.
Shannon, in the United States Bankruptcy Court for the District of Delaware, located at 824 North
Market St., 6th Floor, Courtroom No. 1, Wilmington, DE 19801.
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 not otherwise defined herein have the same meaning as set forth in the Plan.
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PLEASE BE ADVISED:  THE COMBINED HEARING MAY BE CONTINUED FROM TIME
TO TIME BY THE COURT OR THE DEBTORS WITHOUT FURTHER NOTICE OTHER
THAN BY SUCH ADJOURNMENT BEING ANNOUNCED IN OPEN COURT OR BY A
NOTICE OF ADJOURNMENT FILED WITH THE COURT AND SERVED ON ALL PARTIES
ENTITLED TO NOTICE.
ANY SUCH NOTICES OF ADJOURNMENT ARE AVAILABLE FREE OF CHARGE ON THE
DEBTORS’ CASE WEBSITE AT HTTPS://OMNIAGENTSOLUTIONS.COM/VYAIRE.
CRITICAL INFORMATION REGARDING VOTING ON THE PLAN
Voting Record Date.  The voting record date was October 2, 2024, which was the date
for determining which Holders of Claims in Classes 4 and 5 as applicable, are entitled to vote on
the Plan.
Voting Deadline.  The deadline for voting on the Plan is November 4, 2024, at 4:00 p.m.,
prevailing Eastern Time (the “Voting Deadline”).  If you received a Solicitation Package,
including a Ballot and intend to vote on the Plan you must:  (a) follow the instructions carefully;
(b) complete all of the required information on the ballot; and (c) execute and return your
completed Ballot according to and as set forth in detail in the voting instructions so that it is
actually received by the Debtors’ claims and noticing agent, Omni Agent Solutions, Inc.
(the “Claims and Noticing Agent”) on or before the Voting Deadline.  A failure to follow such
instructions may disqualify your vote.
CRITICAL INFORMATION REGARDING OBJECTING TO THE PLAN
ARTICLE VIII OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION
PROVISIONS, AND ARTICLE VIII.C OF THE PLAN CONTAINS A THIRD-PARTY
RELEASE.  THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN
CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER.
Plan Objection Deadline.  The deadline for filing objections to the Plan, as applicable,
is November 4, 2024, at 4:00 p.m., prevailing Eastern Time (the “Plan Objection Deadline”).
All objections to the relief sought at the Confirmation Hearing must:  (a) be in writing; (b) conform
to the Bankruptcy Code, Bankruptcy Rules, the Local Rules, and any orders of the Court; (c) state,
with particularity, the basis and nature of any objection to the Plan and, if practicable, a proposed
modification to the Plan that would resolve such objection; and (d) be filed with the Court
(contemporaneously with a proof of service) and served upon the counsel to the Debtors, the
U.S. Trustee, counsel to the DIP Lenders, counsel to the Consenting First Lien Lenders, counsel
to the Consenting Second Lien Lenders, and counsel to the Committee so as to be actually received
on or before the Plan Objection Deadline.
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Please be advised that Article VIII of the Plan contains the following release, exculpation,
and injunction provisions:3
Article VIII.B of the Plan provides for a release by the Debtors (the “Debtor Release”):
Except as otherwise specifically provided herein or the Confirmation Order,
pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration,
the adequacy of which is hereby confirmed, upon entry of the Confirmation Order, as of the
Effective Date, each Released Party is, and is deemed, hereby fully, conclusively, absolutely,
unconditionally, irrevocably, and forever released and discharged by each and all of the
Debtors, the Wind-Down Debtors, and their Estates, in each case on behalf of themselves and
their respective successors, assigns, and representatives from any and all Claims, obligations,
rights, suits, damages, and Causes of Action, remedies, and liabilities whatsoever, whether
known or unknown, including any derivative claims asserted or assertable on behalf of any
of the Debtors, the Wind-Down Debtors, and their Estates, that the Debtors, the Wind-Down
Debtors, or their Estates would have been legally entitled to assert in their own right
(whether individually or collectively), or on behalf of the Holder of any Claim against, or
Interest in, a Debtor or other Entity, or that any Holder of any Claim against or Interest in
a Debtor or other Entity could have asserted on behalf of the Debtors based on or relating
to, or in any manner arising from, in whole or in part, the Debtors (including the capital
structure, management, ownership, or operation thereof or otherwise), the subject matter
of, or the transactions or events giving rise to, any Claim or Interest that is treated in the
Plan, the business or contractual arrangements between any Debtor or the Wind-Down
Debtors and any Released Party, the Debtors’ in- or out-of-court restructuring efforts, the
purchase, sale, or rescission of any security of the Debtors or the Wind-Down Debtors,
intercompany transactions between or among the Debtors or between the Debtors and their
non-Debtor Affiliates, the First Lien Credit Agreement, the Second Lien Credit Agreement,
the Note Purchase Agreement, the DIP Facility, the DIP Facility Documents, the Disclosure
Statement Order, the Confirmation Order, the Sale Order, the First Day Pleadings, the
Chapter 11 Cases, the formulation, preparation, dissemination, solicitation, negotiation,
entry into, or filing of the Restructuring Support Agreement, the Disclosure Statement, the
Plan, the Plan Supplement, the Prepetition Loan Documents, any other Definitive Document,
or any Restructuring Transaction, contract, instrument, release, or other agreement or
document created or entered into in connection with the Restructuring Support Agreement,
the Disclosure Statement, the DIP Facility, the Plan, the Plan Supplement, the Sale
Transactions, any other Definitive Document, any of the Restructuring Transactions, the
Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit
of Consummation, the administration and implementation of the Plan, including the issuance
or distribution of securities pursuant to the Plan, or the distribution of property under the
Plan or any other related agreement, or upon any other act or omission, transaction,
3
The Plan provisions referenced herein are for summary purposes only and do not include all provisions of the Plan
that may affect your rights.  If there is any inconsistency between the provisions set forth herein and the Plan,
the Plan governs.
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agreement, event, or other occurrence taking place on or before the Effective Date related
or relating to any of the foregoing.
Notwithstanding anything to the contrary in the foregoing, the releases set forth above
do not release (i) any post-Effective Date obligations of any party or Entity under the Plan,
the Confirmation Order, any Restructuring Transaction, or any document, instrument, or
agreement (including those set forth in the Plan Supplement) executed to implement the Plan
or the Restructuring Transactions, (ii) any Causes of Action specifically retained by the
Debtors pursuant to the Schedule of Retained Causes of Action to be attached as an exhibit
to the Plan Supplement, or (iii) any Claims or Causes of Action arising out of, or related to,
any act or omission of a Released Party that is determined by a Final Order of the
Bankruptcy Court or any other court of competent jurisdiction to have constituted actual
fraud, gross negligence, or willful misconduct (it being agreed that any Released Parties’
consideration, approval, or receipt of any distribution did not arise from or relate to actual
fraud, gross negligence, or willful misconduct).
Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval,
pursuant to Bankruptcy Rule 9019, of the releases set forth in Article VIII.B of the Plan,
which includes by reference each of the related provisions and definitions contained in the
Plan, and further, shall constitute the Bankruptcy Court’s finding that such release is:
(1) in exchange for the good and valuable consideration provided by the Released Parties,
including, the Released Parties’ contribution to facilitating the Restructuring Transactions
and implementing the Plan; (2) a good faith settlement and compromise of the Claims
released by the Debtor Release; (3) in the best interests of the Debtors and all Holders of
Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due notice
and opportunity for a hearing; and (6) a bar to any of the Debtors, the Wind-Down Debtors,
or the Debtors’ Estates asserting any Claim or Cause of Action released pursuant to the
Debtor Release.
Article VIII.C of the Plan provides for a third-party release by Holders of Claims and Interests
(the “Third-Party Release”):
Except as otherwise specifically provided in the Plan or the Confirmation Order,
pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration,
the adequacy of which is hereby confirmed, upon entry of the Confirmation Order, as of the
Effective Date, each Releasing Party is, and is deemed to have, hereby fully, conclusively,
absolutely, unconditionally, irrevocably and forever released each Debtor, Wind-Down
Debtor, and Released Party from any and all Claims, obligations, rights, suits, damages, and
Causes of Action, remedies, and liabilities whatsoever, whether known or unknown,
including any derivative claims asserted or assertable on behalf of the Debtors, the Wind-
Down Debtors, and their Estates (as applicable) that such Entity would have been legally
entitled to assert in their own right (whether individually or collectively), based on or relating
to, or in any manner arising from, in whole or in part, the Debtors (including the capital
structure, management, ownership, or operation thereof or otherwise), the purchase, sale, or
recission of any security of the Debtors or the Wind-Down Debtors, the subject matter of, or
the transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the
business or contractual arrangements between any Debtor or the Wind-Down Debtors and
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any Released Party, the Debtors’ in- or out-of-court restructuring efforts, intercompany
transactions between or among the Debtors or between the Debtors and their non-Debtor
Affiliates, the First Lien Credit Agreement, the Second Lien Credit Agreement, the Note
Purchase Agreement, the DIP Facility, the DIP Facility Documents, the Disclosure Statement
Order, the Confirmation Order, the Sale Order, the First Day Pleadings, the Chapter 11
Cases, the formulation, preparation, dissemination, solicitation, negotiation, entry into, or
filing of the Restructuring Support Agreement, the Disclosure Statement, the Plan, the Plan
Supplement, the Prepetition Loan Documents, any other Definitive Document, or any
Restructuring Transaction, contract, instrument, release, or other agreement or document
created or entered into in connection with the Restructuring Support Agreement, the
Disclosure Statement, the DIP Facility, the Plan, the Plan Supplement, the Sale Transactions,
any other Definitive Document, any of the Restructuring Transactions, the Chapter 11 Cases,
the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of
Consummation, the administration and implementation of the Plan, including the issuance
or distribution of securities pursuant to the Plan, or the distribution of property under the
Plan or any other related agreement, or upon any other act or omission, transaction,
agreement, event, or other occurrence taking place on or before the Effective Date related
or relating to any of the foregoing.
Notwithstanding anything to the contrary in the foregoing, the releases set forth above
do not release (i) any post-Effective Date obligations of any party or Entity under the Plan,
any Restructuring Transaction, or any document, instrument, or agreement (including those
set forth in the Plan Supplement) executed to implement the Plan, (ii) any Causes of Action
specifically retained by the Debtors pursuant to the Schedule of Retained Causes of Action
to be attached as an exhibit to the Plan Supplement, or (iii) any Claims or Causes of Action
arising out of, or related to, any act or omission of a Released Party that is determined by a
Final Order of the Bankruptcy Court or any other court of competent jurisdiction to have
constituted actual fraud, gross negligence, or willful misconduct (it being agreed that any
Released Parties’ consideration, approval, or receipt of any distribution did not arise from
or relate to actual fraud, gross negligence, or willful misconduct).
Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval,
pursuant to Bankruptcy Rule 9019, of the releases set forth in Article VIII.C of the Plan,
which includes by reference each of the related provisions and definitions contained in the
Plan, and further, shall constitute the Bankruptcy Court’s finding that such releases are:
(1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the
good and valuable consideration provided by the Released Parties; (4) a good faith settlement
and compromise of the Claims released by the releases provided in Article VIII.C of the
Plan; (5) in the best interests of the Debtors and their Estates; (6) fair, equitable, and
reasonable; (7) given and made after due notice and opportunity for a hearing; and (8) a bar
to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to
the releases provided in Article VIII.C of the Plan.
Definitions Related to the Debtor Release and the Third-Party Release:
UNDER THE PLAN, “AVOIDANCE ACTIONS” MEANS ANY AND ALL AVOIDANCE,
RECOVERY, OR SUBORDINATION ACTIONS OR REMEDIES THAT MAY BE BROUGHT
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BY OR ON BEHALF OF THE DEBTORS OR THEIR ESTATES UNDER THE BANKRUPTCY
CODE OR APPLICABLE NON-BANKRUPTCY LAW, INCLUDING ACTIONS OR
REMEDIES UNDER SECTIONS 544, 547, 548, 549, 550, 551, 552, OR 553 OF THE
BANKRUPTCY CODE.
UNDER THE PLAN, “DEBTOR RELEASE” MEANS THE RELEASES GIVEN ON BEHALF
OF THE DEBTORS AND THEIR ESTATES AS SET FORTH IN ARTICLE VIII.B OF THE
PLAN.
UNDER THE PLAN, “RELEASED PARTIES” MEANS, EACH OF, AND IN EACH CASE, IN
THEIR RESPECTIVE CAPACITIES AS SUCH:  (A) THE DEBTORS AND THE WIND-
DOWN DEBTORS, AS APPLICABLE; (B) THE PLAN ADMINISTRATOR; (C) EACH
CONSENTING STAKEHOLDER; (D) THE COMMITTEE AND ITS MEMBERS; (E) THE
PURCHASERS; (F) THE DIP LENDERS; (G) THE AGENTS; (H) ALL HOLDERS OF
CLAIMS WHO OPT IN TO GRANTING THESE RELEASES SET FORTH IN THE PLAN; (I)
ALL HOLDERS OF INTERESTS WHO OPT IN TO GRANTING THESE RELEASES SET
FORTH IN THE PLAN; (J) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY
IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (K); AND (K) EACH RELATED
PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (K), EACH IN
THEIR CAPACITY AS SUCH; PROVIDED THAT, IN EACH CASE, AN ENTITY SHALL
NOT BE A RELEASED PARTY IF IT TIMELY OBJECTS TO THE RELEASES SET FORTH
IN ARTICLE VIII.C OF THE PLAN AND SUCH OBJECTION IS NOT WITHDRAWN OR
OTHERWISE RESOLVED BEFORE THE CONFIRMATION ORDER IS ENTERED.
UNDER THE PLAN, “RELEASING PARTIES” MEANS, EACH OF, AND IN EACH CASE,
IN THEIR RESPECTIVE CAPACITIES AS SUCH:  (A) THE DEBTORS AND THE WIND-
DOWN DEBTORS, AS APPLICABLE; (B) THE PLAN ADMINISTRATOR; (C) EACH
CONSENTING STAKEHOLDER; (D) THE COMMITTEE AND ITS MEMBERS; (E) THE
PURCHASERS; (F) THE DIP LENDERS; (G) THE AGENTS; (H) ALL HOLDERS OF
CLAIMS WHO OPT IN TO GRANTING THESE RELEASES SET FORTH IN THE PLAN; (I)
ALL HOLDERS OF INTERESTS WHO OPT IN TO GRANTING THESE RELEASES SET
FORTH IN THE PLAN; (J) EACH CURRENT AND FORMER AFFILIATE OF EACH ENTITY
IN CLAUSE (A) THROUGH THE FOLLOWING CLAUSE (K); AND (K) EACH RELATED
PARTY OF EACH ENTITY IN CLAUSE (A) THROUGH THIS CLAUSE (K), FOR WHICH
SUCH ENTITY IS LEGALLY ENTITLED TO BIND SUCH RELATED PARTY TO THE
RELEASES CONTAINED IN THE PLAN UNDER APPLICABLE LAW; PROVIDED,
HOWEVER, THAT IN EACH CASE, AN ENTITY SHALL NOT BE RELEASING PARTY IF
IT TIMELY OBJECTS TO THE RELEASES SET FORTH IN ARTICLE VIII.C OF THE PLAN
AND SUCH OBJECTION IS NOT WITHDRAWN OR OTHERWISE RESOLVED BEFORE
THE CONFIRMATION ORDER IS ENTERED.
Article VIII.D of the Plan provides for an exculpation of certain parties (the “Exculpation”):
Except as otherwise expressly provided in the Plan or the Confirmation Order, to the
fullest extent permitted by applicable law and solely to the extent such acts or omissions
occurred between the Petition Date and the Effective Date, no Exculpated Party shall have
or incur any liability for, and each Exculpated Party is released and exculpated from any
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Cause of Action for any claim related to any act or omission in connection with, relating to,
or arising out of, the Chapter 11 Cases, the formulation, preparation, dissemination,
negotiation, or filing of the Disclosure Statement, the Sale Transactions, the Plan, the Plan
Supplement, any other Definitive Document, or any Restructuring Transaction, or any
contract, instrument, release or other agreement or document created or entered into in
connection with the Disclosure Statement, the Plan, the Plan Supplement, the Sale
Transactions, any other Definitive Document, any of the Restructuring Transactions, the
filing of the Chapter 11 Cases, the participation in the DIP Facility, the pursuit of the Sale
Transactions, the pursuit of Confirmation, the pursuit of Consummation, the administration
and implementation of the Plan, including the issuance of securities pursuant to the Plan, or
the distribution of property under the Plan or any other related agreement, except for claims
related to any act or omission that is determined in a Final Order to have constituted actual
fraud, willful misconduct, or gross negligence, but in all respects such Entities shall be
entitled to reasonably rely upon the advice of counsel with respect to their duties and
responsibilities pursuant to the Plan.  The Exculpated Parties have, and upon Consummation
shall be deemed to have, participated in good faith and in compliance with the applicable
laws with regard to the solicitation of votes and distribution of consideration pursuant to the
Plan and, therefore, are not, and on account of such distributions shall not be, liable at any
time for the violation of any applicable law, rule, or regulation governing the solicitation of
acceptances or rejections of the Plan or such distributions made pursuant to the Plan.
Article VIII.E of the Plan establishes an injunction (the “Injunction”):
In accordance with Bankruptcy Code section 1141(d)(3), the Plan does not discharge
the Debtors.  Bankruptcy Code section 1141(c) nevertheless provides, among other things,
that the property dealt with by the Plan is free and clear of all Claims and Interests against
the Debtors.  Except as otherwise specifically provided in the Plan or for obligations issued
or required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have
held, hold, or may hold Claims or Interests that have been released or are subject to
exculpation pursuant to the Plan are permanently enjoined, from and after the Effective
Date, from taking any of the following actions against, as applicable, the Debtors, the Wind-
Down Debtors, the Exculpated Parties, or the Released Parties, and any successors, assigns
or representatives of such Persons or Entities:  (a) commencing or continuing in any manner
any action or other proceeding of any kind on account of or in connection with or with
respect to any such Claims or Interests; (b) enforcing, attaching, collecting, or recovering by
any manner or means any judgment, award, decree, or order against such Entities on
account of or in connection with or with respect to any such Claims or Interests; (c) creating,
perfecting, or enforcing any encumbrance of any kind against such Entities or the property
or the estates of such Entities on account of or in connection with or with respect to any such
Claims or Interests; (d) asserting any right of setoff, subrogation, or recoupment of any kind
against any obligation due from such Entities or against the property of such Entities on
account of or in connection with or with respect to any such Claims or Interests unless such
Holder has Filed a motion requesting the right to perform such setoff on or before the
Effective Date; and (e) commencing or continuing in any manner any action or other
proceeding of any kind on account of or in connection with or with respect to any such Claims
or Interests released or settled pursuant to the Plan.  Notwithstanding anything to the
contrary in the foregoing, the injunction set forth above does not enjoin the enforcement of
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any obligations arising on or after the Effective Date of any Person or Entity under the Plan,
any post-Effective Date transaction contemplated by the Restructuring Transactions, or any
document, instrument, or agreement (including those set forth in the Plan Supplement)
executed to implement the Plan.
Upon entry of the Confirmation Order, all Holders of Claims and Interests and their
respective current and former employees, agents, officers, directors, managers, principals,
and direct and indirect Affiliates, in their capacities as such, shall be enjoined from taking
any actions to interfere with the implementation or Consummation of the Plan.  Each Holder
of an Allowed Claim or Allowed Interest, as applicable, by accepting, or being eligible to
accept, distributions under or Reinstatement of such Claim or Interest, as applicable,
pursuant to the Plan, shall be deemed to have consented to the injunction provisions set forth
in Article VIII.E of the Plan.
ADDITIONAL INFORMATION
Obtaining Solicitation Materials.  The materials in the Solicitation Package are intended
to be self-explanatory.  If you should have any questions or if you would like to obtain additional
solicitation materials (or paper copies of solicitation materials), please feel free to contact the
Debtors’ Claims and Noticing Agent, by:  (a) writing via first class mail, to Vyaire Medical, Inc.
et al., c/o Omni Agent Solutions, Inc., 5955 De Soto Avenue, Suite 100, Woodland Hills, CA
91367; (b) writing via electronic mail to Vyaireinquiries@omniagnt.com; or (c) calling
the Debtors’ restructuring hotline at (866) 956-2140 (U.S. Toll-Free/Domestic) or +1 (818) 666-
3635 (International).  You may also obtain copies of any pleadings filed in these chapter 11 cases
(a) for a fee via PACER at:  http://www.deb.uscourts.gov; or (b) at no charge from Omni Agent
Solutions,
Inc.
by
accessing
the
Debtors’
restructuring
website
at
https://omniagentsolutions.com/Vyaire.
Please be advised that the Claims and Noticing Agent is authorized to answer questions
about, and provide additional copies of, solicitation materials, but may not advise you as to whether
you should vote to accept or reject the Plan.
The Plan Supplement.  The Debtors will file documents constituting the Plan Supplement
(as defined in the Plan) on or prior to October 28, 2024, and will serve notice on all Holders of
Claims and Interests entitled to vote on the Plan, which will:  (a) inform parties that the Debtors
filed the Plan Supplement; (b) list the information contained in the Plan Supplement; and
(c) explain how parties may obtain copies of the Plan Supplement.
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BINDING NATURE OF THE PLAN:
IF CONFIRMED, THE PLAN SHALL BIND ALL HOLDERS OF CLAIMS OR
INTERESTS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
WHETHER OR NOT SUCH HOLDER WILL RECEIVE OR RETAIN ANY PROPERTY
OR INTEREST IN PROPERTY UNDER THE PLAN, HAS FILED A PROOF OF CLAIM
OR INTEREST IN THESE CHAPTER 11 CASES, OR FAILED TO VOTE TO ACCEPT
OR REJECT THE PLAN OR VOTED TO REJECT THE PLAN.
Dated: October 3, 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)
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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