Vyaire - BDO Third Monthly Fee App (August 2024) (2024-10-18)

Summary

Combined Third Monthly Fee Application of BDO USA P.C., Tax Accountant to the Debtors and Debtors in Possession, for July 1, 2024 through August 31, 2024, Doc 579 in Case 24-11217-BLS. The cover sheet lists a date of retention of August 7, 2024 (effective as of June 9, 2024) and seeks compensation of $382,627.36 (80% of $478,284.20) and expense reimbursement of $0.00. A footnote states that the compensation total includes $99,315.40 in fees inadvertently omitted from the Second Monthly Fee Application [Docket No. 512]. Billing summaries by professional and by project category show a total of $378,968.80 for August and $99,315.40 for July. The objection deadline is October 18, 2024.

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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)

)

)
Hearing Date: Only if Objections are filed

)      Objection Deadline: October 18, 2024, at 4:00 p.m. (ET)

SUMMARY OF COMBINED THIRD 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 AUGUST 31, 2024
Name of Applicant:

BDO USA, P.C. (“BDO”)
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 August 31, 2024

Amount of compensation sought as

actual, reasonable and necessary:

$382,627.36 (80% of $478,284.20)2

Amount of expense reimbursement

sought as actual, reasonable and necessary: $0.00

This is a(n):

 X monthly ___ interim ___ final application

 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 The compensation total includes $99,315.40 in fees which were inadvertently omitted from BDO’s Second Monthly
Fee Application for Allowance of Compensation and Reimbursement of Expenses for the Period July 1, 2024 Through
July 31, 2024 [Docket No. 512].
Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 1 of 11

VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY PROFESSIONAL
AUGUST 1, 2024 THROUGH AUGUST 31, 2024
Professional
Position
Hours
Hourly Rate
Amount
Doug Bekker
Partner, NTO
 2.6
$1,150.00
$2,990.00
Michael Masciangelo
Principal, CTS
 2.0
1,150.00
2,300.00
Doug Chestnut
Managing Director, NTO
 9.6
1,008.00
9,676.80
Rich Liebman
Managing Director, NTO
 82.6
1,008.00
83,260.80
Zach Meyers
Managing Director, NTO
 1.1
1,008.00
1,108.80
Cathy Stopyra
Managing Director, NTO
 0.3
960.00
288.00
Kevin Wilkes
Principal, TAS
 41.1
960.00
39,456.00
Annie Lee
Principal, ITS
 8.6
820.00
7,052.00
Connie Cunningham
Principal, CTS
 1.2
820.00
984.00
Keith Mannor
Principal, CTS
 2.7
820.00
2,214.00
Micscha Van Der
Kamp
Principal, Transfer Pricing
 0.9
820.00
738.00
Jesal Patel
Managing Director, Transfer
Pricing
 1.7
760.00
1,292.00
Randi Miller
Managing Director, CTS
 10.7
716.00
7,661.20
Eric Tal
Senior Manager, TAS
 0.5
680.00
340.00
Lucy Germano
Director, TAS
 15.2
680.00
10,336.00
Sara Anderson
Senior Manager, Transfer
Pricing
 3.0
656.00
1,968.00
Greg Poci
Experienced Manager, SALT
 60.0
616.00
36,960.00
Jesse Hooker
Manager, TAS
 6.0
640.00
3,840.00
Alina Pierce
Manager, TAS
 158.9
640.00
101,696.00
John Gifford
Senior Manager, ASC740
 1.7
632.00
1,074.40
Hannah Hobson
Experienced Senior, TAS
 46.5
552.00
25,668.00
Nicole Roche
Manager, NTO
 3.5
540.00
1,890.00
Ryan Keating
Senior, TAS
 4.6
484.00
2,226.40
Eddie Mason
Experienced Senior, NTO
 7.9
476.00
3,760.40
Nick Zavis
Senior, SALT
 5.8
396.00
2,296.80
Jon Morici
Experienced Senior, CTS
 1.0
348.00
348.00
Kelsee Schofield
Senior, SALT
 16.2
308.00
4,989.60
Ryan Lilly
Experienced Associate, SALT
 53.1
284.00
15,080.40
Maxwell Kueppers
Associate, Transfer Pricing
 0.5
260.00
130.00
Tom O'Callaghan
Associate, CTS
 5.1
232.00
1,183.20
Jared Schierbaum
Senior Associate, BRS
 28.0
220.00
6,160.00

TOTAL:
582.6
 $378,968.80
Blended Rate:
$650.48

Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 2 of 11

3
SUMMARY OF BILLING BY PROFESSIONAL
JULY 1, 2024 THROUGH JULY 31, 2024
Professional
Position
Hours
Hourly Rate
Amount
Doug Bekker
Partner, NTO
 0.7
$1,150.00
$805.00
Doug Chestnut
Managing Director, NTO
 2.3
960.00
2,208.00
Kevin Wilkes
 Principal, TAS
 0.7
960.00
672.00
Rich Liebman
 Managing Director, NTO
 40.8
960.00
39,168.00
Annie Lee
 Principal, ITS
 0.5
780.00
390.00
Lucy Germano
 Senior Manager, TAS
 0.6
720.00
432.00
Randi Miller
 Managing Director, CTS
 7.9
680.00
5,372.00
Zach Meyers
 Senior Manager, NTO
 0.7
628.00
439.60
John Gifford
 Senior Manager, ASC740
 30.9
600.00
18,540.00
Hannah Hobson
 Experienced Senior, TAS
 1.8
552.00
993.60
Jesse Hooker
 Senior, TAS
 15.0
484.00
7,260.00
Dante Petrone
 Experienced Senior, ITS
 33.9
452.00
15,322.80
Eddie Mason
 Experienced Senior, NTO-A
 2.3
452.00
1,039.60
Kassandra Gillis
 Experienced Associate, ITS
 8.0
272.00
2,176.00
Bryce Bertler
 Associate, ITS
 1.7
248.00
421.60
Emmitt Karrels
 Intern, ITS
 2.8
180.00
504.00
Nicole Roche
 Manager, NTO
 2.2
516.00
1,135.20
Kevin Ainsworth
 Principal, CTS
 2.5
780.00
1,950.00
Blake Peiffer
 Intern, ITS
 2.7
180.00
486.00

TOTAL:
158

$99,315.40
Blended Rate:
$628.58

Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 3 of 11

VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY PROJECT CATEGORY
AUGUST 1, 2024 THROUGH AUGUST 31, 2024
Project Category
Monthly Hours
Monthly Fees
Federal Income Tax Returns/Extensions
 57.7
$34,596.80
Fee Apps and Retention
 68.9
29,304.00
State Income Tax Returns/Extensions
 122.5
57,193.20
Transfer Pricing
 7.4
7,064.00
Tax Consulting
 326.1
250,810.80
TOTAL:
582.6
$378,968.80

SUMMARY OF BILLING BY PROJECT CATEGORY
JULY 1, 2024 THROUGH JULY 31, 2024
Project Category
Monthly Hours
Monthly Fees
Federal Income Tax Returns/Extensions
 86.1
$41,598.40
State Income Tax Returns/Extensions
 1.8
1,224.00
Tax Consulting
 70.1
56,493.00
TOTAL:
158.0
$99,315.40

Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 4 of 11

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: October 18, 2024, at 4:00 p.m. (ET)

COMBINED THIRD 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 AUGUST 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
third
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 combined period from July 1, 2024 through

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 579    Filed 09/27/24    Page 5 of 11

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August 31, 2024 (the “Application Period”).2  In support of this Application, BDO 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.

2 The Application seeks compensation for services rendered from July 1, 2024 through July 31, 2024 that were
inadvertently omitted from BDO’s Second Monthly Fee Application for Allowance of Compensation and
Reimbursement of Expenses for the Period July 1, 2024 Through July 31, 2024 [Docket No. 512].
Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 6 of 11

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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.
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
Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 7 of 11

8
(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
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, BDO is seeking compensation in the amount of $382,627.36, which is equal to eighty
percent (80%) of the $478,284.203 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

3 The compensation total includes $99,315.40 in fees which were inadvertently omitted from BDO’s Second Monthly
Fee Application for Allowance of Compensation and Reimbursement of Expenses for the Period July 1, 2024 Through
July 31, 2024 [Docket No. 512].
Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 8 of 11

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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).
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).4
Valuation of Services
15.
Professionals of BDO USA have expended a total of 740.6 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

4  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).
Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 9 of 11

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the services rendered by BDO USA for the Application Period as tax accountant to the Debtors in
these chapter 11 cases is $478,284.205.
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.
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, BDO 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.

5 The compensation total includes $99,315.40 in fees which were inadvertently omitted from BDO’s Second Monthly
Fee Application for Allowance of Compensation and Reimbursement of Expenses for the Period July 1, 2024 Through
July 31, 2024 [Docket No. 512].
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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.
Conclusion

WHEREFORE, BDO USA respectfully requests (i) interim allowance of (a) compensation
in the amount of $382,627.36 (80% of $478,284.20) 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 25, 2024

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
Case 24-11217-BLS    Doc 579    Filed 09/27/24    Page 11 of 11

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