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: October 24, 2024, at 4:00 p.m. (ET)
SUMMARY OF SECOND MONTHLY FEE
APPLICATION OF KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP,
ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION,
FOR THE PERIOD FROM JULY 1, 2024, THROUGH AND INCLUDING JULY 31, 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:
July 1, 2024, through July 31, 2024
Amount of Compensation sought as actual,
reasonable, and necessary:
$2,796,646.00 (80 percent of $3,495,807.50)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 $58,625.13 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 604 Filed 10/03/24 Page 1 of 15
2
Summary of Hours by Professional Billed From
July 1, 2024, through July 31, 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
1,265.00
5.40
$6,831.00
Kon
Asimacopoulos
Partner
Restructuring
2000
2,305.00
16.80
$38,724.00
Cooper Barghols
Associate
Corporate -
General
2023
975.00
4.30
$4,192.50
Wes Benter
Associate
ECEB - Labor/
Employment
2022
1,575.00
0.50
$787.50
Marin Boney
Partner
Antitrust/
Competition
2008
1,885.00
0.90
$1,696.50
John G. Caruso
Partner
Real Estate
1992
2,115.00
3.20
$6,768.00
Chris Ceresa
Associate
Restructuring
2020
1,395.00
155.00
$216,225.00
Joseph Cermak
Profancik
Associate
Corporate - Debt
Finance
2022
1,095.00
6.50
$7,117.50
Tiffani Chanroo
Associate
Restructuring
2021
1,345.00
68.10
$91,594.50
Kenny Chiaghana
Associate
Restructuring
2023
975.00
34.60
$33,735.00
Adam Thomas
Clifford, P.C.
Partner
Corporate -
M&A/Private
Equity
2013
1,995.00
4.00
$7,980.00
Dominique Collins
Associate
ECEB - Executive
Compensation
2020
1,265.00
0.40
$506.00
Georgia
Cooper-Dervan
Associate
Litigation -
General
2021
1,185.00
0.90
$1,066.50
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 2 of 15
3
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Bernadette
Coppola
Partner
Technology & IP
Transactions
2013
1,575.00
43.10
$67,882.50
Hannah Crawford
Partner
Restructuring
2015
1,595.00
2.40
$3,828.00
Sion Davies
Partner
Antitrust/
Competition
2016
1,575.00
2.60
$4,095.00
Tabitha J. De
Paulo
Partner
Litigation -
General
2015
1,435.00
38.50
$55,247.50
Anthony M. Del
Rio
Partner
Corporate -
Healthcare
2014
1,595.00
37.80
$60,291.00
Jaina Desai
Associate
Restructuring
2023
975.00
179.80
$175,305.00
Michael Ehret
Partner
Taxation
2001
1,895.00
56.80
$107,636.00
Luke Finn
Associate
Corporate -
M&A/Private
Equity
2021
1,345.00
74.30
$99,933.50
Justin M. Garfinkle
Associate
Technology & IP
Transactions
2022
1,095.00
44.20
$48,399.00
Emanuel Goetz
Associate
Taxation
2024
750.00
45.90
$34,425.00
Susan D. Golden
Partner
Restructuring
1988
1,600.00
2.90
$4,640.00
Palmer Gunderson
Associate
Taxation
2023
995.00
66.20
$65,869.00
David Hackel
Associate
Restructuring
2023
1,095.00
34.10
$37,339.50
Luci Hague
Partner
International
Trade
2015
1,575.00
0.20
$315.00
Yoonie Han
Associate
Corporate - Debt
Finance
2019
1,575.00
9.40
$14,805.00
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 3 of 15
4
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Kate Hardey
Partner
Corporate -
Healthcare
2003
1,995.00
22.70
$45,286.50
Liz Ji
Associate
Taxation
2021
1,285.00
13.10
$16,833.50
Partha Kar
Partner
Restructuring
2002
2,305.00
6.70
$15,443.50
Olivia Kaufmann
Associate
Corporate -
Healthcare
2023
1,095.00
27.80
$30,441.00
Sooah Kim
Associate
ECEB -
Employee
Benefits
2022
1,095.00
5.60
$6,132.00
Sarah Kimmer
Partner
Litigation -
General
2016
1,365.00
2.00
$2,730.00
Maggie Kate King
Associate
Technology & IP
Transactions
2021
1,265.00
33.10
$41,871.50
Daniel Lewis, P.C.
Partner
Technology & IP
Transactions
2008
1,910.00
8.80
$16,808.00
Sabrina Lieberman
Associate
Restructuring
2023
975.00
121.10
$118,072.50
Savannah
Malnar-Cole
Associate
Antitrust/Competi
tion
2023
1,265.00
3.90
$4,933.50
Jennifer Mancini
Associate
Litigation -
General
2022
1,075.00
4.50
$4,837.50
Mario Mancuso,
P.C.
Partner
International
Trade
1997
2,400.00
0.20
$480.00
Rebecca J.
Marston
Associate
Restructuring
2021
1,345.00
83.80
$112,711.00
Brandan Matthews
Associate
Corporate -
M&A/Private
Equity
2021
1,345.00
56.80
$76,396.00
Mark McKane,
P.C.
Partner
Litigation -
General
1999
2,065.00
1.50
$3,097.50
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 4 of 15
5
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Ruan J. Meintjes
Associate
Corporate -
Healthcare
2022
1,095.00
44.20
$48,399.00
Alisa Melekhina
Partner
Litigation -
General
2015
1,595.00
48.00
$76,560.00
Julienne Miranda
Associate
Corporate
General
2023
975.00
0.80
$780.00
Jake Moeller
Associate
Corporate -
General
2022
1,095.00
5.60
$6,132.00
James Morgan
Partner
Taxation
2004
2,445.00
2.90
$7,090.50
Michael William
Morgan
Associate
Corporate -
General
2022
1,095.00
0.30
$328.50
Jai Mudhar
Associate
Restructuring
2020
1,345.00
12.50
$16,812.50
Trent Nachbar
Associate
Corporate -
M&A/Private
Equity
2022
1,265.00
88.50
$111,952.50
Mavnick Nerwal
Partner
Taxation
2008
2,265.00
0.50
$1,132.50
Maureen D.
O'Brien
Partner
ECEB -
Employee
Benefits
1998
2,115.00
6.00
$12,690.00
Dan O'Connor
Associate
Corporate -
M&A/Private
Equity
2021
1,345.00
102.30
$137,593.50
Sarah Osborne
Associate
Restructuring
2023
975.00
80.90
$78,877.50
Rakesh Patel
Partner
Taxation
2000
1,665.00
2.50
$4,162.50
Carolin Paus
Associate
Restructuring
2023
750.00
24.30
$18,225.00
D. Taylor Petersen
Associate
Corporate -
General
2023
975.00
28.60
$27,885.00
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 5 of 15
6
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Evangelia Podaras
Partner
ECEB - Labor/
Employment
2016
1,575.00
17.10
$26,932.50
William T. Pruitt
Partner
Litigation -
General
2004
1,695.00
0.30
$508.50
Joshua Raphael
Associate
Restructuring
2023
1,095.00
29.20
$31,974.00
Risa Salins
Partner
ECEB - Labor/
Employment
2002
2,115.00
14.50
$30,667.50
Yusuf Salloum
Partner
Restructuring
2018
1,595.00
57.20
$91,234.00
Adrian Salmen
Associate
Restructuring
2021
1,265.00
48.00
$60,720.00
Seth Sanders
Associate
Restructuring
2021
1,265.00
21.00
$26,565.00
Anna Schwander
Partner
Corporate -
Capital Markets
2002
1,315.00
1.80
$2,367.00
Scottie Shermetaro
Associate
Technology & IP
Transactions
2018
1,575.00
65.40
$103,005.00
Noah Shier
Partner
Technology & IP
Transactions
2017
1,575.00
9.50
$14,962.50
Daniel Shin
Associate
Technology & IP
Transactions
2023
975.00
37.60
$36,660.00
Noah Spector
Associate
Litigation -
General
2021
1,185.00
66.60
$78,921.00
Josh Sussberg,
P.C.
Partner
Restructuring
2004
2,305.00
1.30
$2,996.50
Matt Swanson
Associate
Environment -
Transactional
2021
1,345.00
1.20
$1,614.00
Paul D. Tanaka,
P.C.
Partner
Environment -
Transactional
2003
2,115.00
8.20
$17,343.00
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 6 of 15
7
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Michael D. Thorpe
Partner
Antitrust/
Competition
2010
1,695.00
0.60
$1,017.00
Steve Toth
Partner
Corporate -
M&A/Private
Equity
2005
1,820.00
131.10
$238,602.00
Kyle Nolan Trevett
Associate
Restructuring
2020
1,265.00
9.10
$11,511.50
Sarah Ullathorne
Partner
Restructuring
2004
1,575.00
4.10
$6,457.50
Josh Valletta
Associate
Restructuring
2023
975.00
0.30
$292.50
Paul Vasiloff
Associate
ECEB - Labor/
Employment
2021
1,345.00
5.00
$6,725.00
Donatus Wang
Associate
Restructuring
2022
960.00
15.10
$14,496.00
Nicholas Warther
Partner
Taxation
2017
1,665.00
48.10
$80,086.50
Cristina Weidner
Partner
Restructuring
2005
1,665.00
15.60
$25,974.00
Quin Wetzel
Associate
Restructuring
2023
975.00
17.90
$17,452.50
Dennis Williams
Partner
Corporate -
Healthcare
2008
2,025.00
1.50
$3,037.50
Spencer A.
Winters, P.C.
Partner
Restructuring
2013
1,685.00
78.60
$132,441.00
Sara B. Zablotney,
P.C.
Partner
Taxation
2003
2,445.00
30.50
$74,572.50
Ann-Kathrin
Ziegler
Associate
Restructuring
2018
1,070.00
25.50
$27,285.00
Totals
2,540.20
$3,408,351.00
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 7 of 15
8
Compensation By Project Category
From July 1, 2024 through July 31, 2024
Matter
Number
Project Category Description
Total Hours
Total Fees
5
Corporate & Governance Matters
31.40
$37,905.50
6
Disclosure Statement/Plan/Confirmation
29.50
$30,285.50
7
DIP Financing and Cash Collateral
84.20
$110,306.00
8
Cash Management
1.70
$1,879.50
9
Automatic Stay Issues
0.30
$418.50
10
Asset Sales/Section 363 Issues: Use, Sale &
Disposition of Property
1,499.40
$2,024,504.50
11
Executory Contracts and Unexpired Leases
22.90
$26,620.50
12
Business Operations
25.70
$35,084.00
13
Claims Administration
14.20
$16,841.00
14
Schedules and Statements (SOFAs)
55.90
$70,017.50
15
Creditor and Stakeholder Communications
12.50
$12,921.50
16
U.S. Trustee Matters and Communication
20.90
$26,490.50
18
Insurance and Surety Matters
1.90
$2,084.50
19
Utilities
3.50
$4,315.50
20
Tax Matters
250.30
$356,554.50
21
Case Administration
139.10
$159,023.00
22
Retention – K&E
113.90
$113,840.00
23
Retention – Non-K&E
61.30
$70,134.00
24
Vendor Matters
32.30
$35,625.50
25
Litigation
173.30
$170,730.50
27
Non-Working Travel
3.00
$5,055.00
28
Creditors’ Committee Matters
95.40
$108,752.00
29
Employee and Labor Matters
52.60
$76,418.50
Total
2,725.20
$3,495,807.50
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 8 of 15
9
Expense Summary
Expense
Unit Cost
(if applicable)
Amount
Standard Copies or Prints
$0.10
$91.10
Color Copies or Prints
$623.15
Local Transportation
$51.98
Travel Expense
$806.90
Airfare
$1,161.36
Transportation to/from airport
$1,517.95
Travel Meals
$89.52
Other Court Costs and Fees
$21,857.76
Working Meals/K&E Only
$40.00
Outside Retrieval Service
$283.36
Computer Database Research
$1,634.62
Westlaw Research
$4,591.34
LexisNexis Research
$684.41
Overtime Transportation
$70.87
Overtime Meals - Attorney
$337.61
Computer Database Research - Soft
$109.90
Total
$33,951.83
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 9 of 15
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: October 24, 2024, at 4:00 p.m. (ET)
SECOND MONTHLY FEE APPLICATION OF
KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP,
ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION,
FOR THE PERIOD FROM JULY 1, 2024, THROUGH AND INCLUDING JULY 31, 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
this monthly fee statement (this “Monthly Fee Statement”) for: (i) compensation in the amount of
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 604 Filed 10/03/24 Page 10 of 15
11
$2,796,646.00 (80% of $3,495,807.50) for the reasonable and necessary legal services K&E
rendered to the Debtors from July 1, 2024 through July 31, 2024 (the “Fee Period”); and
(ii) reimbursement for the actual and necessary expenses that K&E incurred, in the amount of
$33,951.83 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 $3,495,807.50 in fees during the Fee Period.
Pursuant to this Monthly Fee Statement, K&E seeks reimbursement for 80% of
such fees ($2,796,646.00 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 2,725.20 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
to delays caused by accounting and processing during the Fee Period. K&E reserves the right to
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 604 Filed 10/03/24 Page 11 of 15
12
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 604 Filed 10/03/24 Page 12 of 15
WHEREFORE, K&E requests allowance of its fees and expenses incurred during the
Fee Period in the total amount of $2,830,598.83 consisting of (a) $2,796,646.00, which is 80% of
the fees incurred by the Debtors for reasonable and necessary professional services rendered by
K&E; and (b) $33,951.83 for actual and necessary costs and expenses, and that such fees and
expenses be paid as administrative expenses of the Debtors’ estates.
Dated: October 3, 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 604 Filed 10/03/24 Page 13 of 15
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)
)
VERIFICATION OF SPENCER A. WINTERS
I, Spencer A. Winters, hereby declare the following under penalty of perjury:
1.
I am the president of Spencer A. Winters, P.C., a partner of the law firm of
Kirkland & Ellis LLP, located at 333 West Wolf Point Plaza, Chicago, Illinois 60654. I am a
member in good standing of the Bar of the State of Illinois, and I have been admitted to practice
in United States District Court for the Northern District of Illinois, and I have been admitted pro
hac vice to practice in the United States Bankruptcy Court for the District of Delaware. There are
no disciplinary proceedings pending against me.
2.
I have personally performed many of the legal services rendered by
Kirkland & Ellis LLP as general bankruptcy counsel to the Debtors and am familiar with all other
work performed on behalf of the Debtors by the lawyers and other persons in the firm.
3.
The facts set forth in the foregoing Monthly Fee Statement are true and correct to
the best of my knowledge, information, and belief.
4.
I have reviewed Rule 2016-2 of the Local Rules of Bankruptcy Practice and
Procedures of the United States Bankruptcy Court for the District of Delaware and believe that the
Monthly Fee Statement for Kirkland & Ellis LLP complies with Rule 2016-2.
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 604 Filed 10/03/24 Page 14 of 15
5.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing
is true and correct.
Respectfully submitted,
Dated: October 3, 2024
/s/ Spencer A. Winters
Spencer A. Winters
as President of Spencer A. Winters, P.C.,
as Partner of Kirkland & Ellis LLP; and
as Partner of Kirkland & Ellis International LLP
Case 24-11217-BLS Doc 604 Filed 10/03/24 Page 15 of 15