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EXHIBIT G
RESTRUCTURING TRANSACTIONS MEMORANDUM
This memorandum (this “Restructuring Transactions Memorandum”) sets forth a summary
description of certain proposed transactions (the “Restructuring Transactions”) to be effected in
connection with the consummation of the transactions contemplated by the Joint Chapter 11 Plan
of Vyaire Medical, Inc. and Its Debtor Affiliates [Docket No. ●] (as amended, supplemented, or
modified from time to time in accordance with its terms, the “Plan”).1
This Restructuring Transactions Memorandum and the Restructuring Transactions remain
under discussion among the Debtors and interested parties with respect thereto. The Debtors
reserve all rights to modify, amend, supplement, and restate any part of this Restructuring
Transactions Memorandum as necessary or appropriate. Nothing herein shall limit or modify, in
any way, any section of the Plan, the Plan Supplement, or any related provisions in the
Confirmation Order, any authority or discretion granted to the Debtors or the Wind-Down Debtors
thereby, or any applicable consent rights granted to the Required DIP Lenders thereby, including
with respect to any modified, amended, supplemented, or restated Restructuring Transactions
Memorandum. To the extent there is any inconsistency between this document and the Plan, the
Plan shall govern.
The Confirmation Order shall be deemed to authorize all actions as may be necessary or
appropriate to effect any transaction described in, contemplated by, or necessary to effectuate the
Plan, including, for the avoidance of doubt, any operations required under any transition services
agreement entered into pursuant to the Sale Transactions Documentation. The Debtors currently
anticipate that the Restructuring Transactions will occur pursuant to the following steps and in the
following order, which may be subject to further changes.
Restructuring Transactions Steps
On or before the Effective Date:
Step 1: The Sale Transactions shall have closed, and the Debtors shall have received the proceeds
of such Sale Transactions from the Purchasers.
Prior to, on, or after the Effective Date:
Step 2: As determined by the Debtors or the Wind-Down Debtors, Intercompany Claims (to the
extent remaining after the consummation of the Sale Transactions contemplated by the relevant
Sale Orders) may be set off, settled, distributed, contributed, cancelled, released or otherwise
addressed at the option of the Debtors or the Wind-Down Debtors in accordance with the Plan.
Step 3: All Existing Equity Interests in TopCo shall be cancelled, released, and extinguished, and
will be of no further force or effect.
1
Capitalized terms used but not defined herein have the respective meanings given to them in the Plan.
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Step 4: The Wind-Down Debtor Assets shall vest in the Wind-Down Debtors, the Plan
Administrator shall be appointed, and the Wind-Down of the Debtors’ Estates shall occur in
accordance with the Plan and the Wind-Down Debtors shall otherwise perform the activities
contemplated by the Plan, including performing any obligations under any transition services
agreement entered into pursuant to the Sale Transactions Documentation.
Step 5: The Plan Administrator, in his or her discretion, may transfer all or any portion of the
assets of the Wind-Down Debtors to the Liquidating Trust.
Step 6: The Debtors, or the Wind-Down Debtors, as applicable, shall establish and fund the
following in accordance with the Plan: (a) the Professional Fee Escrow Account; (b) the Wind-
Down Debtor Account; and (c) the Administrative Claims, Priority Tax Claims, and Other Priority
Claims, in each case, solely to the extent allowed.
Step 7: The Debtors and Wind-Down Debtors and their non-Debtor subsidiaries shall be
liquidated, dissolved, or otherwise wound down in the manner and on the timing as determined by
the Plan Administrator, Debtors, and/or Wind-Down Debtors, as applicable. Following the Wind-
Down, any remaining amounts in the Wind-Down Debtor Account shall be distributed in
accordance with Articles II and III of the Plan.
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