Kirkland & Ellis Third Monthly Fee Application (August 2024) — In re Vyaire Medical

Summary

The Third Monthly Fee Application of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, attorneys for the Debtors and Debtors in Possession, filed as Doc 615 in the jointly administered Chapter 11 cases of Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware. It covers August 1, 2024, through August 31, 2024. The application seeks compensation of $2,794,772.80 (80% of $3,493,466.00) and expense reimbursement of $6,007.31, a total of $2,800,780.11 to be paid as administrative expenses of the Debtors' estates. It is dated October 9, 2024, and lists an objection deadline of October 30, 2024.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

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 30, 2024, at 4:00 p.m. (ET)

SUMMARY OF THIRD MONTHLY FEE APPLICATION OF
KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP,
ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE
PERIOD FROM AUGUST 1, 2024, THROUGH AND INCLUDING AUGUST 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:

August 1, 2024, through August 31, 2024
Amount of Compensation sought as actual,
reasonable and necessary:

Amount of Expense reimbursement sought as
Actual, reasonable, and necessary:

$2,794,772.80 (80 percent of $3,493,466.00)2

$6,007.313
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 by $60,546.25 in the Fee Period (as defined herein).  Consequently, K&E does
not seek payment of these fees in this Monthly Fee Statement (as defined herein).
3
K&E voluntarily reduced its expenses by $18.48 in the Fee Period (as defined herein).  Consequently, K&E does
not seek payment of these expenses in this Monthly Fee Statement (as defined herein).
Case 24-11217-BLS    Doc 615    Filed 10/09/24    Page 1 of 12

2
Prior Applications

Requested
Approved
Date Filed;
Docket No.
Period Covered
Fees
Expenses
Fees
Expenses
August 30,
2024 [Docket
No. 489]
June 9, 2024 – June 30, 2024
$1,875,844.00
(80% of
$2,344,805.00)
$25,041.09

October 3, 2024
[Docket No.
604]
July 1, 2024 - July 31, 2024
$2,796,646.00
(80% of
$3,495,807.50)
$33,951.83

Total
$4,672,490.00
$58,992.92
$
$

Summary of Hours by Professional Billed From
August 1, 2024, through August 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
8.20
$10,373.00
Cooper Barghols
Associate
Corporate -
General
2023
$975.00
1.20
$1,170.00
Samantha Bradley
Associate
Technology & IP
Transactions
2019
$1,345.00
7.00
$9,415.00
Chris Ceresa
Associate
Restructuring
2020
$1,395.00
202.60
$282,627.00
Tiffani Chanroo
Associate
Restructuring
2021
$1,345.00
154.30
$207,533.50
Kenny Chiaghana
Associate
Restructuring
2023
$975.00
52.30
$50,992.50
Erica D. Clark
Associate
Restructuring
2019
$1,595.00
104.90
$167,315.50
Joseph A.
D'Antonio
Associate
Litigation -
General
2021
$1,235.00
6.10
$7,533.50
Jaina Desai
Associate
Restructuring
2023
$975.00
219.20
$213,720.00
Case 24-11217-BLS    Doc 615    Filed 10/09/24    Page 2 of 12

3
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Shareen Dhillon
Associate
Technology & IP
Transactions
2018
$1,265.00
2.00
$2,530.00
Luke Finn
Associate
Corporate -
M&A/Private
Equity
2021
$1,345.00
175.50
$236,047.50
Justin M. Garfinkle
Associate
Technology & IP
Transactions
2022
$1,095.00
39.20
$42,924.00
Emanuel Goetz
Associate
Taxation
2024
$750.00
38.40
$28,800.00
Palmer Gunderson
Associate
Taxation
2023
$995.00
72.50
$72,137.50
David Hackel
Associate
Restructuring
2023
$1,095.00
10.10
$11,059.50
Olivia Kaufmann
Associate
Corporate -
Healthcare
2023
$1,095.00
4.70
$5,146.50
Sooah Kim
Associate
ECEB -
Employee
Benefits
2022
$1,095.00
9.20
$10,074.00
Maggie Kate King
Associate
Technology & IP
Transactions
2021
$1,265.00
22.70
$28,715.50
Sabrina Lieberman
Associate
Restructuring
2023
$975.00
39.90
$38,902.50
Rebecca J.
Marston
Associate
Restructuring
2021
$1,345.00
75.90
$102,085.50
Brandan Matthews
Associate
Corporate -
M&A/Private
Equity
2021
$1,345.00
61.50
$82,717.50
Ruan J. Meintjes
Associate
Corporate -
Healthcare
2022
$1,095.00
23.80
$26,061.00
Jai Mudhar
Associate
Restructuring
2020
$1,345.00
7.90
$10,625.50
Trent Nachbar
Associate
Corporate -
M&A/Private
Equity
2022
$1,265.00
29.80
$37,697.00
Case 24-11217-BLS    Doc 615    Filed 10/09/24    Page 3 of 12

4
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Dan O'Connor
Associate
Corporate -
M&A/Private
Equity
2021
$1,345.00
70.30
$94,553.50
Sarah Osborne
Associate
Restructuring
2023
$975.00
66.80
$65,130.00
Carolin Paus
Associate
Restructuring
2023
$750.00
5.00
$3,750.00
D. Taylor Petersen
Associate
Corporate -
General
2023
$975.00
0.70
$682.50
Joseph Cermak
Profancik
Associate
Corporate - Debt
Finance
2022
$1,095.00
1.50
$1,642.50
Joshua Raphael
Associate
Restructuring
2023
$1,095.00
62.00
$67,890.00
Adrian Salmen
Associate
Restructuring
2021
$1,265.00
3.10
$3,921.50
Seth Sanders
Associate
Restructuring
2021
$1,265.00
10.00
$12,650.00
Scottie Shermetaro
Associate
Technology & IP
Transactions
2018
$1,575.00
94.10
$148,207.50
Noah Spector
Associate
Litigation -
General
2021
$1,185.00
10.30
$12,205.50
Matt Swanson
Associate
Environment -
Transactional
2021
$1,345.00
1.60
$2,152.00
Kyle Nolan Trevett
Associate
Restructuring
2020
$1,265.00
27.80
$35,167.00
Paul Vasiloff
Associate
ECEB -
Labor/Employme
nt
2021
$1,345.00
4.80
$6,456.00
Donatus Wang
Associate
Restructuring
2022
$960.00
4.20
$4,032.00
Quin Wetzel
Associate
Restructuring
2023
$975.00
33.90
$33,052.50
Case 24-11217-BLS    Doc 615    Filed 10/09/24    Page 4 of 12

5
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Ann-Kathrin
Ziegler
Associate
Restructuring
2018
$1,070.00
3.50
$3,745.00
John G. Caruso
Partner
Real Estate
1992
$2,115.00
2.70
$5,710.50
Bernadette
Coppola
Partner
Technology & IP
Transactions
2013
$1,575.00
21.70
$34,177.50
Hannah Crawford
Partner
Restructuring
2015
$1,595.00
2.30
$3,668.50
Sion Davies
Partner
Antitrust/Competi
tion
2016
$1,575.00
2.50
$3,937.50
Tabitha J. De
Paulo
Partner
Litigation -
General
2015
$1,435.00
48.00
$68,880.00
Anthony M. Del
Rio
Partner
Corporate -
Healthcare
2014
$1,595.00
19.30
$30,783.50
Michael Ehret
Partner
Taxation
2001
$1,895.00
81.10
$153,684.50
Emma L. Flett
Partner
Technology & IP
Transactions
2009
$2,115.00
5.40
$11,421.00
Kate Hardey
Partner
Corporate -
Healthcare
2003
$1,995.00
14.30
$28,528.50
Partha Kar
Partner
Restructuring
2002
$2,305.00
0.50
$1,152.50
Daniel Lewis, P.C.
Partner
Technology & IP
Transactions
2008
$1,910.00
15.40
$29,414.00
Mark McKane,
P.C.
Partner
Litigation -
General
1999
$2,065.00
3.10
$6,401.50
Alisa Melekhina
Partner
Litigation -
General
2015
$1,595.00
4.90
$7,815.50
Maureen D.
O'Brien
Partner
ECEB -
Employee
Benefits
1998
$2,115.00
6.50
$13,747.50
Case 24-11217-BLS    Doc 615    Filed 10/09/24    Page 5 of 12

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/Employme
nt
2016
$1,575.00
8.10
$12,757.50
William T. Pruitt
Partner
Litigation -
General
2004
$1,695.00
0.50
$847.50
Jay M. Ptashek,
P.C.
Partner
Corporate - Debt
Finance
1993
$2,245.00
2.00
$4,490.00
Risa Salins
Partner
ECEB -
Labor/Employme
nt
2002
$2,115.00
4.00
$8,460.00
Yusuf Salloum
Partner
Restructuring
2018
$1,595.00
27.60
$44,022.00
Anna Schwander
Partner
Corporate -
Capital Markets
2002
$1,315.00
5.40
$7,101.00
Jessica H. Sicsu
Partner
Corporate -
M&A/Private
Equity
2002
$1,745.00
0.70
$1,221.50
Josh Sussberg,
P.C.
Partner
Restructuring
2004
$2,305.00
0.30
$691.50
Paul D. Tanaka,
P.C.
Partner
Environment -
Transactional
2003
$2,115.00
5.00
$10,575.00
Steve Toth
Partner
Corporate -
M&A/Private
Equity
2005
$1,820.00
178.90
$325,598.00
Nicholas Warther
Partner
Taxation
2017
$1,665.00
68.30
$113,719.50
Spencer A.
Winters, P.C.
Partner
Restructuring
2013
$1,685.00
157.50
$265,387.50
Sara B. Zablotney,
P.C.
Partner
Taxation
2003
$2,445.00
32.80
$80,196.00
Totals

2,487.30
$3,455,830.50

Case 24-11217-BLS    Doc 615    Filed 10/09/24    Page 6 of 12

7
Compensation By Project Category
From August 1, 2024, through August 31, 2024

Matter
Number
Project Category Description
Total Hours
Total Fees
5
Corporate & Governance Matters
22.00
$28,679.00
6
Disclosure Statement/Plan/Confirmation
49.80
$51,764.00
7
DIP Financing and Cash Collateral
64.00
$89,476.00
10
Asset Sales/Section 363 Issues: Use, Sal
1,810.20
$2,511,893.00
11
Executory Contracts & Unexpired Leases
18.00
$23,463.00
12
Business Operations
26.00
$35,603.00
13
Claims Administration
24.00
$24,729.00
15
Creditor and Stakeholder Communications
10.00
$10,822.00
16
U.S. Trustee Matters and Communications
9.60
$10,690.00
17
Hearings
5.60
$8,686.00
18
Insurance and Surety Matters
2.30
$2,602.50
20
Tax Matters
293.00
$446,939.00
21
Case Administration
84.50
$67,796.50
22
Retention - K&E
69.40
$60,650.00
23
Retention - Non K&E
16.20
$17,867.00
24
Vendor Matters
3.20
$3,120.00
25
Litigation
45.90
$61,632.50
27
Non-Working Travel
16.80
$25,073.00
29
Employee and Labor Matters
7.50
$11,980.50
Total
2,578.00
$3,493,466.00
Case 24-11217-BLS    Doc 615    Filed 10/09/24    Page 7 of 12

8
Expense Summary
Expense
Unit Cost
(if applicable)
Amount
Standard Copies or Prints

$19.30
Binding

$0.00
Tabs/Indexes/Dividers

$0.00
Color Copies or Prints

$84.15
Local Transportation

$740.33
Travel Expense

$1,810.60
Airfare

$1,508.00
Travel Meals

$242.15
Court Reporter Fee/Deposition

$72.90
Working Meals/K&E Only

$27.30
Computer Database Research

$229.00
Overtime Transportation

$665.04
Overtime Meals - Attorney

$608.54
Miscellaneous Office Expenses

$0.00
Total
$6,007.31
Case 24-11217-BLS    Doc 615    Filed 10/09/24    Page 8 of 12

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 30, 2024, at 4:00 p.m. (ET)
THIRD MONTHLY FEE APPLICATION OF
KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP,
ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE
PERIOD FROM AUGUST 1, 2024, THROUGH AND INCLUDING AUGUST 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 615    Filed 10/09/24    Page 9 of 12

10

$2,794,772.80 (80% of $3,493,466.00) for the reasonable and necessary legal services K&E
rendered to the Debtors from August 1, 2024 through August 31, 2024 (the “Fee Period”); and
(ii) reimbursement for the actual and necessary expenses that K&E incurred, in the amount of
$6,007.31 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 $3,493,466.00 in fees during the Fee Period.
Pursuant to this Monthly Fee Statement, K&E seeks reimbursement for 80% of
such fees ($2,794,772.80 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 2,578.00 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 615    Filed 10/09/24    Page 10 of 12

11

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 615    Filed 10/09/24    Page 11 of 12

WHEREFORE, K&E requests allowance of its fees and expenses incurred during the
Fee Period in the total amount of $2,800,780.11 consisting of (a) $2,794,772.80, which is 80% of
the fees incurred by the Debtors for reasonable and necessary professional services rendered by
K&E; and (b) $6,007.31 for actual and necessary costs and expenses, and that such fees and
expenses be paid as administrative expenses of the Debtors’ estates.
Dated: October 9, 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 615    Filed 10/09/24    Page 12 of 12

File and source

File

gov.uscourts.deb.193283.615.0.pdf

Size

514,540 bytes

SHA-256

c6f14a9a7d86b82565fb684566fcbd7fe30dd355710392a1a08130139620aa01

Our copy

gov.uscourts.deb.193283.615.0.pdf

Original

PACER (login required)