Vyaire - COC - AirLife Stipulation
- Date
- 2024-10-15
Summary
Exhibit A to Doc 631-1, filed October 15, 2024 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), a jointly administered chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware. It is a proposed order approving a joint stipulation between the debtors and SunMed Group Holdings, LLC (d/b/a AirLife) in connection with the Zoll sale, citing 28 U.S.C. §§ 157 and 1334 and Docket Nos. 249, 388 and 496. The stipulation recites a stock and asset purchase agreement of March 27, 2023, a contract manufacturing agreement, and proofs of claim filed August 2, 2024 of not less than $7,138,310.48. It provides that, once conditions including the Zoll sale closing are met, that agreement is deemed rejected under sections 105(a) and 365 of the Bankruptcy Code and the claim is satisfied, waived or withdrawn. The 13-page filing is signed by co-counsel for both sides.
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 1 of 13
Exhibit A
Order
Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 2 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)
)
) Re: Docket Nos. 249, 388, & 496
ORDER APPROVING JOINT STIPULATION BETWEEN THE DEBTORS AND
SUNMED GROUP HOLDINGS, LLC (D/B/A AIRLIFE) IN CONNECTION WITH
ZOLL SALE
Upon consideration of the Joint Stipulation Between the Debtors and SunMed Group
Holdings, LLC (d/b/a AirLife) in Connection With Zoll Sale (the “Stipulation”)2 a copy of which is
attached hereto as Exhibit 1; and the Court having determined that the Stipulation is in the best
interests of the Debtors, their estates, their creditors, and all parties in interest; and the Court having
found that it has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the
Amended Standing Order of Reference from the United States District Court for the District of
Delaware, dated February 29, 2012, that venue is proper in this District pursuant to 28 U.S.C. §§
1408 and 1409, and that this is a core proceeding pursuant to 28 U.S.C. § 157(b); and it appearing
that no other or further notice is required; and after due deliberation, and good and sufficient cause
appearing therefor,
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.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Stipulation.
Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 3 of 13
IT IS HEREBY ORDERED THAT:
1. The Stipulation is hereby approved.
2. This Court shall retain jurisdiction over any and all matters arising from or related
the implementation or interpretation of the Stipulation and this Order.
2
Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 4 of 13
Exhibit 1
Joint Stipulation
Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 5 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)
)
)
JOINT STIPULATION BETWEEN THE DEBTORS AND SUNMED GROUP
HOLDINGS, LLC (D/B/A AIRLIFE) IN CONNECTION WITH ZOLL SALE
The above captioned debtors, Vyaire Medical, Inc., et al., (collectively, the “Debtors”) and
SunMed Group Holdings, LLC (d/b/a AirLife) (“AirLife” and together with the Debtors, each a
“Party” and collectively, the “Parties”), hereby stipulate as follows (this “Joint Stipulation”):
RECITALS
A. On June 9, 2024 (the “Petition Date”), the Debtors commenced voluntary cases
under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United State
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).
B. Prior to the Petition Date, the Debtors entered into that certain Stock and Asset
Purchase Agreement dated as of March 27, 2023, by and between Vyaire Holding Company and
AirLife (the “SAPA”) and that certain Transition Services Agreement, dated as of May 1, 2023,
by and between Vyaire Holding Company and AirLife (the “TSA”).
C. Under the SAPA, certain “Transferred Assets” (as defined therein), were purchased
by AirLife, and the Debtors acknowledge and agree that any such Transferred Assets do not and
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.
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 6 of 13
shall not (i) constitute property of the Debtors’ Estates, (ii) vest with any Wind-Down Debtor, or
(iii) constitute any Wind-Down Debtor Asset or any Liquidating Trust Asset.2
D. Prior to the Petition Date, the Debtors entered into that certain Contract
Manufacturing Agreement effective as of July 1, 2023 (including any modifications, amendments,
addendums, schedules, or related documents, but expressly excluding the SAPA and the TSA, the
“AirLife CMA”), executed on or about August 18, 2023, by Vyaire Medical, Inc. and on or about
August 28, 2023, by AirLife.
E. On August 2, 2024, AirLife timely filed proofs of claim in the amount of not less
than $7,138,310.48 for, among other things, amounts due and owing to AirLife as of the Petition
Date under the AirLife CMA (collectively, the “CMA Claim”).3 The CMA Claim was inclusive
of claims asserted by AirLife under section 503(b)(9) of the Bankruptcy Code.
F. On September 4, 2024, the United States Bankruptcy Court for the District of
Delaware 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, 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”), which among other things approved the entry into the asset purchase
agreement between the Debtors and Zoll (the “Zoll APA”).
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Joint
Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates [Docket No. 581](as may be amended, modified, or
supplemented from time to time, the “Plan”).
3
The CMA Claim is comprised of: (i) Proof of Claim No. 3 against Vyaire Holding Company; (ii) Proof of Claim
No. 6 against Vyaire Medical 203, Inc.; (iii) Proof of Claim No. 16 against Vyaire Medical 211, Inc.; and (iv) Proof
of Claim No. 136 against Vyaire Medical, Inc.
2
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 7 of 13
G. Following entry of the Zoll Sale Order, Zoll and AirLife negotiated the terms of
certain commercial agreements (collectively, the “Zoll/AirLife Agreements”). Among other
things, the Zoll/AirLife Agreements provide that, in exchange for good and valuable consideration,
Zoll will render certain cash payments to AirLife (the “Zoll Payment”) within two (2) Business
Days of the closing of the sale under the Zoll APA and Zoll Sale Order (the “Zoll Sale Closing”).
H. Following entry of the Sale Order, and in order to facilitate the terms of the
Zoll/AirLife Agreements, the Debtors and Zoll entered into an amendment to the Zoll APA (the
“Zoll APA Amendment”), pursuant to which the Debtors agreed to convey to Zoll, as an additional
acquired asset under the Zoll APA, all preference or avoidance claims or actions arising under the
Bankruptcy Code or applicable Law, including claims pursuant to chapter 5 of the Bankruptcy
Code, in each case solely as such claims relate to AirLife and its Affiliates (as defined in the Zoll
APA).
I. The Parties now desire to resolve certain claims relating to the AirLife CMA and
the rejection thereof, as provided in this Joint Stipulation.
NOW, THEREFORE, THE PARTIES STIPULATE AND AGREE AS FOLLOWS:
1. The recitals set forth above are hereby made an integral part of the Joint Stipulation
and are incorporated herein.
2. This Joint Stipulation shall have no force or effect unless and until each of the
following has occurred: (i) entry by Zoll and AirLife into the Zoll/AirLife Agreements (in form
and substance acceptable to AirLife in its sole discretion), (ii) execution by Zoll and the Debtors
of the Zoll APA Amendment (in form and substance acceptable to AirLife in its sole discretion),
(iii) the Zoll Sale Closing, (iv) the timely payment in full in cash to AirLife of the Zoll Payment
in accordance with the terms of the Zoll/AirLife Agreements, and (v) entry of an order (the
3
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 8 of 13
“Order”) of the Bankruptcy Court approving this Joint Stipulation (in form and substance
acceptable to AirLife in its sole discretion) (the date upon which the last of all of the foregoing has
occurred, the “Effective Date”).
3. Upon the Effective Date, the AirLife CMA shall be deemed rejected pursuant to
sections 105(a) and 365 of the Bankruptcy Code. If AirLife asserts a claim against the Debtors
arising from the rejection of the AirLife CMA, it must file a proof of claim on or before the
Effective Date (the “Rejection Claim”). If no proof of claim is timely filed, AirLife shall be forever
barred from asserting a claim for damages arising from the rejection of the AirLife CMA and from
participating in any distributions on any such claim that may be made in connection with these
chapter 11 cases.
4. Upon the Effective Date, subject to paragraph 3 hereof: (i) the CMA Claim shall be
deemed satisfied, waived, and/or withdrawn with prejudice, (ii) AirLife acknowledges that as of
the Zoll Sale Closing it has no post-petition claims against the Debtors under the AirLife CMA,
and (iii) AirLife shall be forever barred, estopped and permanently enjoined from asserting any
further claims arising under or related to the AirLife CMA against the Debtors.
5. Upon the Effective Date, any and all claims or other obligations arising under or
related to the AirLife CMA prior to the Zoll Sale Closing against any non-Debtors, if any, shall be
deemed satisfied, released, or waived by AirLife, and AirLife shall be forever barred, estopped,
and permanently enjoined from asserting, imposing, charging or claiming against the non-Debtors
on account of such claims.
6. Upon the Effective Date, any and all claims, rights, interests, or causes of action
held or otherwise maintained by the Debtors against AirLife under or related to the AirLife CMA,
if any, shall be deemed satisfied, released, and waived by the Debtors and the Debtors shall be
4
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 9 of 13
forever barred, estopped and permanently enjoined from asserting, imposing, charging or claiming
against AirLife on account of such claims.
7. For the avoidance of doubt, nothing contained in this Joint Stipulation, nor in the
Zoll APA or the Zoll Sale Order, shall (i) release the Rejection Claim, (ii) release any rights,
claims, interests, or causes of action held or otherwise maintained by AirLife under any contract
or agreement other than the AirLife CMA, (iii) release the Debtors from their obligations to return
the Transferred Assets to AirLife, (iv) release or relinquish any rights, claims, interests, or causes
of action held or otherwise maintained by AirLife in the Transferred Assets arising under or
relating to the SAPA or the TSA, or (v) release any rights, claims, interests, or causes of action to
enforce or interpret the terms of this Joint Stipulation.
8. The Debtors acknowledge and agree that the Plan and any order confirming the
Plan shall include the following language (as may be modified with the express written consent of
AirLife):
Notwithstanding anything contained in this Order or the Plan, the “Transferred Assets,” as
defined in that certain Stock and Asset Purchase Agreement dated as of March 27, 2023
(the “SAPA”), by and between Vyaire Holding Company and SunMed Group Holdings,
LLC d/b/a AirLife (“AirLife”), do not and shall not (i) constitute property of the Debtors’
estates, (ii) vest with any Wind-Down Debtor, or (iii) constitute a Wind-Down Debtors’
Asset or Liquidating Trust Asset. Notwithstanding anything contained in this Order or the
Plan, to the extent any Transferred Assets remain with, or are disbursed, transferred, or
remitted to the Debtors, the Wind-Down Debtors, or the Plan Administrator following
entry of the Confirmation Order or the Effective Date, the Plan Administrator shall deliver
all such Transferred Assets to AirLife within five (5) business days of discovery of such
remittance or receipt of notice from AirLife to the Debtors, the Wind-Down Debtors, or
the Plan Administrator. For the avoidance of doubt, nothing contained in this Order or the
Plan shall release the Debtors, the Wind-Down Debtors, the Plan Administrator or any
other Released Party from their obligations to return the Transferred Assets to AirLife as
set forth in this paragraph [_], and AirLife shall not release or relinquish any rights, claims,
interests, Causes of Action held or otherwise maintained by AirLife in the Transferred
Assets arising under or relating to the SAPA irrespective of whether AirLife elects to opt
in to granting the releases set forth in Article VIII.C of the Plan.
5
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 10 of 13
9. This Joint Stipulation shall constitute the entire agreement and understanding
of the Parties relating to the subject matter hereof and supersedes all prior agreements and
understandings relating to the subject matter hereof.
10. This Joint Stipulation is in compromise of disputed claims between the Parties, and
shall not be construed as an admission by the Parties or any of their respective present or former
directors, officers, employees or agents, of a violation of any federal, state, or local statute,
regulation, judicial doctrine, or other law, or a violation of any right, or breach of any duty,
obligation or contract. All communications (whether oral or in writing) between and/or among
the Parties, their respective counsel and/or other respective representatives relating to, concerning
or in connection with this Joint Stipulation, or the matters covered hereby and thereby, shall be
governed and protected in accordance with Federal Rule of Evidence 408 and all other similar
rules and laws to the fullest extent permitted by law, and no Party hereto shall seek to admit this
Joint Stipulation into evidence against any other party hereto, except in an action to enforce or
interpret the terms of this Joint Stipulation.
11. All notices, requests, demands, claims, and other communications hereunder will
be in writing, and delivered by e-mail. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given: (a) when delivered personally to the
recipient; (b) when sent by email, on the date of transmission to such recipient; or (c) one (1)
business day after being sent to the recipient by reputable overnight courier service (charges
prepaid) and addressed to the intended recipient as set forth below, or at any other address as the
party may later designate by written notice.
If to the Debtors: Patrick J. Reilley, Esq.
Cole Schotz P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Email: preilley@coleschotz.com
6
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 11 of 13
and
Matteo Percontino, Esq.
Cole Schotz P.C.
Court Plaza North
25 Main Street
Hackensack, NJ 07601
Email: mpercontino@coleschotz.com
If to AirLife: Kizzy Jarashow
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
E-mail: kjarashow@goodwinlaw.com
12. The undersigned who executes this Joint Stipulation by or on behalf of each
respective Party represents and warrants that he or she has been duly authorized and empowered
to execute and deliver this Joint Stipulation on behalf of such Party and that this Joint Stipulation
constitutes a valid, binding agreement in accordance with its terms.
13. This Joint Stipulation may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument, and it
shall constitute sufficient proof of this Stipulation to present any copies, electronic copies, or
facsimiles signed by the Parties here to be charged.
14. This Joint Stipulation shall not be modified, altered, amended or vacated without
the written consent of all Parties hereto or by further order of the Bankruptcy Court.
15. Each Party represents and warrants to the other Party that it: (i) made this Joint
Stipulation freely and voluntarily and with full knowledge of its significance, and (ii) has been
represented by counsel of its own choice in the negotiations preceding the execution of this Joint
Stipulation and in connection with the preparation and execution of this Joint Stipulation.
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 12 of 13
16. This Joint Stipulation shall be binding upon and inure to the benefit of the Parties
and their respective successors, administrators, and assigns (including any successors or
administrators of the Debtors under the Plan).
17. In the event that the Effective Date does not occur, all relief set forth herein shall
be considered null and void and the Parties shall maintain all rights, remedies, and defenses.
18. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or
controversies arising from this Joint Stipulation.
[Remainder of Page Intentionally Left Blank – Signatures to Follow]
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Case 24-11217-BLS Doc 631-1 Filed 10/15/24 Page 13 of 13
Dated: October 15, 2024
/s/ Patrick J. Reilley
COLE SCHOTZ P.C.
Patrick J. Reilley, Esq. (No. 4451)
500 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Telephone: (302) 652-3131
Email: preilley@coleschotz.com
Co-Counsel for the Debtors and Debtors in
Possession
/s/ Kizzy L. Jarashow
GOODWIN PROCTER LLP
Kizzy L. Jarashow (admitted pro hac vice)
New York Times Building
620 Eighth Avenue
New York, New York 10018
Telephone: 212 459 7338
Email: kjarashow@goodwinlaw.com
Co-Counsel for AirLife
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