Order (2024-11-07)
- Date
- 2024-11-07
Summary
A declaration of Paul H. Deutch, Executive Vice President of Omni Agent Solutions, Inc., the solicitation agent, filed November 7, 2024 as Doc 712 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware. It reports the solicitation and tabulation of votes on the Joint Chapter 11 Plan and of elections to opt in to the Plan's Third-Party Release, with October 2, 2024 as the voting record date. The declaration states that Class 4 First Lien Claims cast 49 valid ballots totalling $146,189,713.20 and Class 5 Second Lien Claims cast 4 valid ballots totalling $117,549,742.14, all accepting the Plan, and that every ballot received checked the opt-in box. The 13-page filing attaches Exhibit A, a consolidated ballot report, and Exhibit B, opt-in form results.
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Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 1 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)
)
DECLARATION OF PAUL H. DEUTCH REGARDING
THE SOLICITATION AND TABULATION OF VOTES ON, AND
ELECTIONS TO OPT-IN TO THE THIRD-PARTY RELEASE IN, THE JOINT
CHAPTER 11 PLAN OF VYAIRE MEDICAL, INC. AND ITS DEBTOR AFFILIATES
I, Paul H. Deutch, hereby declare under penalty of perjury as follows:
1. I am the Executive Vice President of Omni Agent Solutions, Inc. (“Omni”), located
at 5955 De Soto Ave., Suite 100, Woodland Hills, California, 91367 and 1120 Avenue of the
Americas, 4th Floor, New York, NY 11036. I am over the age of 18 years and not a party to the
above-captioned action.
2. I submit this declaration (the “Declaration”) with respect to (i) the solicitation of
votes and tabulation of ballots cast on the Joint Chapter 11 Plan of Vyaire Medical, Inc. and its
Debtor Affiliates [Docket No. 581] (as may be amended, supplemented or otherwise modified from
time to time, the “Plan”)2 and (ii) the solicitation and tabulation of elections to opt-in to the Third-
Party Release contained in the Plan.
3. Prior to the commencement of these Chapter 11 Cases, Vyaire Medical, Inc. and
the other above-captioned debtors and debtors in possession (collectively, the “Debtors”) engaged
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
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 2 of 13
Omni as their claims, noticing, and solicitation agent (the “Solicitation Agent”) to assist with,
among other things, (a) serving solicitation materials to the parties entitled to vote to accept or
reject the Plan and (b) tabulating votes cast with respect thereto. Omni and its employees have
considerable experience in soliciting and tabulating votes to accept or reject proposed chapter 11
plans. The Court authorized Omni’s retention (a) as claims and noticing agent to the Debtors on
June 11, 2024 pursuant to the Order (I) Authorizing and Approving the Appointment of Omni Agent
Solutions, Inc. as Claims and Noticing Agent and (II) Granting Related Relief [Docket No. 94]
and (b) as administrative advisor to the Debtors on July 30, 2024 pursuant to the Order Authorizing
Debtors to Employ and Retain Omni Agent Solutions, Inc. as Administrative Agent Effective as of
the Petition Date [Docket No. 334].
4. Except as otherwise noted, all facts set forth herein are based on my personal
knowledge, knowledge that I acquired from other employees of Omni or from the Debtors, and/or
my review of the relevant documents. I am authorized to submit this Declaration on behalf of
Omni. If I were called to testify, and if called as a witness, I could and would testify competently
as to the facts set forth herein.
A. Service and Transmittal of the Solicitation Packages.
5. The Debtors established October 2, 2024 as the record date (the “Voting Record
Date”) for determining which creditors were entitled to vote on the Plan. Pursuant to the Plan,
only Holders of Claims in the Voting Classes as of the Voting Record Date were entitled to vote
to accept or reject the Plan. No other classes were entitled to vote on the Plan.
6. On October 11, 2024 and October 16, 2024, Omni caused to be distributed via first-
class mail and/or email to Holders of Class 4 First Lien Claims and Class 5 Second Lien Claims
(collectively, the “Voting Classes”) as of the Voting Record Date: (a) the notice of hearing to be
2
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 3 of 13
held by the Court to consider Confirmation of the Plan (the “Combined Hearing Notice”); (b) a
cover letter, including instructions to obtain access, free of charge, to the Plan and Disclosure
Statement and the Scheduling Order (without exhibits, except the Solicitation Procedures)
(the “Cover Letter”); and (c) the applicable Class 4 or Class 5 ballot (each a “Ballot,” and
collectively, the “Ballots,” and collectively with the Combined Hearing Notice and Cover Letter,
the “Solicitation Package”).
7. The Solicitation Packages were distributed in accordance with the solicitation
procedures (the “Solicitation Procedures”) described in the Motion of Debtors for Entry of an
Order (I) Approving the Adequacy of the Disclosure Statement on an Interim and Final Basis,
(II) Scheduling a Combined Disclosure Statement Approval and Plan Confirmation Hearing,
(III) Approving the Solicitation and Notice Procedures, (IV) Approving the Combined Hearing
Notice, and (V) Granting Related Relief [Docket No. 520] (the “Scheduling Motion”).
8. In accordance with the Solicitation Procedures, Omni worked closely with the
Debtors and their advisors to identify the Holders in the Voting Classes as of the Voting Record
Date that were entitled to vote and to coordinate the distribution of the Solicitation Packages to
such Holders. An affidavit of service evidencing the service of the Solicitation Packages was filed
with the Court on November 4, 2024 [Docket No. 707].
B. The Tabulation Process.
9. In accordance with the Solicitation Procedures, Omni reviewed, determined the
validity of and tabulated the Ballots submitted to vote on the Plan. Each Ballot submitted to Omni
was processed in accordance with Omni’s standard tabulation procedures and in compliance with
the Solicitation Procedures. To be included in the tabulation results as valid, each Ballot must
have been properly executed, completed, and delivered according to the applicable voting
3
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 4 of 13
instructions by: (a) first class mail; (b) overnight courier; (c) personal delivery; or (d) via E-Ballot
Portal, so that each Ballot was actually received by Omni no later than the Voting Deadline at the
return address set forth in the applicable Ballot. Alternatively, Ballots could be submitted
electronically through the Solicitation Agent’s E-Ballot Portal at
https://omniagentsolutions.com/Vyaire by no later than the Voting Deadline, unless the Debtors
determine otherwise or as permitted by the Court. Omni completed its final tabulation of the
Ballots on November 5, 2024, following a complete review and audit of all Ballots received.
10. Set forth below is a summary of the voting results with respect to the Voting Classes
tabulated on a consolidated basis:
Total Ballots Received
Accept Reject
Number Amount Number Amount
(% of Number) (% of Amount) (% of Number) (% of Amount)
Class 4 – First Lien Claims
49 $146,189,713.20 0 0
(100%) (100%) (0%) (0%)
Class 5 – Second Lien Claims
4 $117,549,742.14 0 0
(100%) (100%) (0%) (0%)
11. The final tabulation of votes cast by timely and properly completed Ballots received
by Omni is attached hereto as Exhibit A.
C. Ballot Opt-In Election.
12. In addition, in accordance with the Solicitation Procedures, Omni reviewed and
tabulated the elections recorded on the Ballots from Holders of Claims in the Voting Classes to
4
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 5 of 13
opt-in to the Plan’s Third-Party Release. Each Ballot that Omni received from Holders of Claims
in the Voting Classes checked the opt-in box on their Ballots.
D. Ballots That Were Not Counted.
13. Omni did not receive any Ballots that were not included in the tabulation above
because they did not satisfy the requirements for a valid Ballot as set forth in the Scheduling
Motion for the reasons described therein.
E. Notices of Non-Voting Status and Opt-In Forms.
14. On October 2, 2024, upon entry of the Order (I) Approving the Adequacy of the
Disclosure Statement on an Interim and Final Basis, (II) Scheduling a Combined Disclosure
Statement Approval and Plan Confirmation Hearing, (III) Approving the Solicitation and Notice
Procedures, (IV) Approving the Combined Hearing Notice, and (V) Granting Related Relief
[Docket No. 596] (the “Scheduling Order”), Omni sent via first-class mail and/or email (i) the
Notice of Non-Voting Status and Opt In to Release for Holders of Unimpaired Claims or Interests
Conclusively Presumed to Accept the Plan to Holders of Claims in Classes 1, 2, and 3 and (ii) the
Notice of Non-Voting Status and Opt In to Release for Holders of Impaired Claims or Interests
Conclusively Presumed to Reject the Plan to Holders of Claims in Classes 6, 9, and 10.
15. All valid opt-in forms cast by Holders of Claims or Equity Interests in Class 1,
Class 2, Class 3, Class 6, Class 9, and Class 10 received by Omni on or before the Voting Record
Date were tabulated pursuant to the procedures set forth in the Scheduling Motion. Omni’s
tabulation of such valid opt-in forms is set forth in the report annexed hereto as Exhibit B.
16. Omni is in possession of the Ballots and opt-in forms received by it, and copies of
the same are available for review and inspection by or submission to this Court.
5
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 6 of 13
To the best of my knowledge, information, and belief, the foregoing information
concerning the distribution, submission, and tabulation of Ballots and opt-in forms in connection
with the Plan is true and correct.
Dated: November 7, 2024 /s/ Paul H. Deutch
Paul H. Deutch
Executive Vice President
Omni Agent Solutions, Inc.
6
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 7 of 13
Exhibit A
Consolidated Ballot Report
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 8 of 13
Debtor: Vyaire Medical, Inc., et al.
Case No. 24-11217
Claims Ballot Detail Results
Class 4 - First Lien Claims
Class Summary Voting Outcome: Accepted
Total Received Total Valid Accepted Rejected Invalid
# Votes: 49 49 49 0 0
Vote %: 100.00% 0.00%
Amt: $146,189,713.20 $146,189,713.20 $0.00
Amt %: 100.00% 0.00%
Date Printed Ballot Tabulated Opt In
Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Election Comment
ACM ASOF VII CAYMAN HOLDCO LP 34930 10/29/2024 $34,907,847.57 $34,907,847.57 Accept
ACM ASOF VIII SECONDARY C LP 34931 10/29/2024 $20,186,256.32 $20,186,256.32 Accept
ASG MERKEL I SARL 34951 11/5/2024 $3,572,740.68 $3,572,740.68 Accept
BENEFIT STREET PARTNERS CAPITAL 34975 11/4/2024 $508,280.75 $508,280.75 Accept
OPPORTUNITY FUND II SPV 1 LP
BENEFIT STREET PARTNERS CAPITAL 34976 11/4/2024 $532,657.59 $532,657.59 Accept
OPPORTUNITY FUND SPV LLC
BENEFIT STREET PARTNERS CLO II LTD 34977 11/4/2024 $787,438.20 $787,438.20 Accept
BENEFIT STREET PARTNERS CLO III LTD 34978 11/4/2024 $562,080.12 $562,080.12 Accept
BENEFIT STREET PARTNERS CLO IV LTD 34932 11/4/2024 $252,842.79 $252,842.79 Accept
BENEFIT STREET PARTNERS CLO IX LTD 34979 11/4/2024 $998,320.98 $998,320.98 Accept
BENEFIT STREET PARTNERS CLO V B LTD 34933 11/4/2024 $593,403.30 $593,403.30 Accept
BENEFIT STREET PARTNERS CLO VI B LTD 34934 11/4/2024 $495,055.99 $495,055.99 Accept
BENEFIT STREET PARTNERS CLO VIII LTD 34980 11/4/2024 $1,147,984.70 $1,147,984.70 Accept
BENEFIT STREET PARTNERS CLO X LTD 34981 11/4/2024 $381,021.27 $381,021.27 Accept
BENEFIT STREET PARTNERS CLO XI LTD 34982 11/4/2024 $603,365.59 $603,365.59 Accept
BENEFIT STREET PARTNERS CLO XII LTD 34983 11/4/2024 $703,084.80 $703,084.80 Accept
BENEFIT STREET PARTNERS CLO XIV LTD 34935 11/4/2024 $835,463.24 $835,463.24 Accept
Tuesday, November 5, 2024 Page 1 of 3
OMNI AGENT SOLUTIONS Visit us on the Web at www.omniagentsolutions.com PHONE: (818) 906-8300
5955 DE SOTO AVENUE, SUITE 100 FAX: (818) 783-2737
WOODLAND HILLS, CA 91367
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 9 of 13
Debtor: Vyaire Medical, Inc., et al.
Case No. 24-11217
Claims Ballot Detail Results
Class 4 - First Lien Claims
Date Printed Ballot Tabulated Opt In
Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Election Comment
BENEFIT STREET PARTNERS CLO XIX LTD 34936 11/4/2024 $97,268.74 $97,268.74 Accept
BENEFIT STREET PARTNERS CLO XV LTD 34937 11/4/2024 $393,299.47 $393,299.47 Accept
BENEFIT STREET PARTNERS CLO XVI LTD 34938 11/4/2024 $455,789.06 $455,789.06 Accept
BENEFIT STREET PARTNERS CLO XVII LTD 34939 11/4/2024 $95,560.56 $95,560.56 Accept
BENEFIT STREET PARTNERS CLO XX LTD 34940 11/4/2024 $96,824.06 $96,824.06 Accept
BENEFIT STREET PARTNERS DEBT FUND IV 34984 11/4/2024 $3,444,641.69 $3,444,641.69 Accept
NON US SPV LP BENEFIT STREET PARTNERS
DEBT FUND IV MASTER NON US LP
BENEFIT STREET PARTNERS DEBT FUND IV 34941 11/4/2024 $3,487,901.17 $3,487,901.17 Accept
SPV LP BENEFIT STREET PARTNERS DEBT
FUND IV LP
BENEFIT STREET PARTNERS SENIOR 34942 11/4/2024 $27,295.05 $27,295.05 Accept
SECURED OPPORTUNITIES U MASTER FUND
NON US LP
BENEFIT STREET PARTNERS SMA C SPV LP 34985 11/4/2024 $540,614.20 $540,614.20 Accept
BENEFIT STREET PARTNERS SMA C LP
BENEFIT STREET PARTNERS SMA K SPV LP 34943 11/4/2024 $439,798.08 $439,798.08 Accept
BLACKROCK EMMPD II INVESTMENT SARL 34948 11/5/2024 $9,297,760.56 $9,297,760.56 Accept Claimant wrote claim amount of $14,706,899.79, tabulated
at voting amount.
BNP PARIBAS 34952 10/31/2024 $10,651,726.48 $10,651,726.48 Accept
BSP SENIOR SECURED DEBT FUND NON US 34944 11/4/2024 $946,659.24 $946,659.24 Accept
SPV 1 LP
BSP SENIOR SECURED DEBT FUND SPV 1 LP 34945 11/4/2024 $810,821.16 $810,821.16 Accept
BENEFIT STREET PARTNERS SENIOR
SECURED OPPORTUNITIES FUND LP
BSP SMA T 2020 SPV LP 34946 11/4/2024 $1,510,922.50 $1,510,922.50 Accept
COMMONWEALTH LAND TITLE INSURANCE 34970 10/23/2024 $1,416,666.67 $1,416,666.67 Accept
COMPANY
DIVERSIFIED LOAN FUND PRIVATE DEBT B 34947 11/5/2024 $1,185,516.59 $1,185,516.59 Accept Claimant wrote claim amount of $1,875,212.24, tabulated
SARL at voting amount.
Tuesday, November 5, 2024 Page 2 of 3
OMNI AGENT SOLUTIONS Visit us on the Web at www.omniagentsolutions.com PHONE: (818) 906-8300
5955 DE SOTO AVENUE, SUITE 100 FAX: (818) 783-2737
WOODLAND HILLS, CA 91367
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 10 of 13
Debtor: Vyaire Medical, Inc., et al.
Case No. 24-11217
Claims Ballot Detail Results
Class 4 - First Lien Claims
Date Printed Ballot Tabulated Opt In
Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Election Comment
EMMPD ASG SARL 34949 11/5/2024 $2,044,851.72 $2,044,851.72 Accept Claimant wrote claim amount of $5,312,986.98, tabulated
at voting amount.
EMMPD INVESTMENT SARL 34950 11/5/2024 $11,726,325.79 $11,726,325.79 Accept Claimant wrote claim amount of $18,548,326.51, tabulated
at voting amount.
EMPLOYEES AND AGENTS PENSION PLAN 34957 10/23/2024 $1,522,916.66 $1,522,916.66 Accept
GWL AND A FINANCIAL INC
FIDELITY NATIONAL TITLE INSURANCE 34971 10/23/2024 $457,664.06 $457,664.06 Accept
COMPANY
ING CAPITAL LLC 34967 11/4/2024 $8,680,625.04 $8,680,625.04 Accept
LANDMARK WALL SMA SPV LP LANDMARK 34986 11/4/2024 $1,017,409.03 $1,017,409.03 Accept
WALL SMA LP
NEWPORT GLOBAL CREDIT FUND MASTER 34972 10/23/2024 $623,724.79 $623,724.79 Accept
LP
PROVIDENCE DEBT FUND III NON US SPV LP 34987 11/4/2024 $1,862,012.98 $1,862,012.98 Accept
PROVIDENCE DEBT FUND III MASTER
PROVIDENCE DEBT FUND III SPV LP 34988 11/4/2024 $3,495,332.92 $3,495,332.92 Accept
PROVIDENCE DEBT FUND III LP
SEPARATE INVESTMENT ACCOUNT P3 34962 10/23/2024 $2,299,071.00 $2,299,071.00 Accept
DIVERSIFIED BOND I ACCOUNT OF
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
SEPARATE INVESTMENT ACCOUNT P5 34963 10/23/2024 $3,470,547.12 $3,470,547.12 Accept
DIVERSIFIED BOND II ACCOUNT OF
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
SHACKLETON 2014 V R CLO LTD 34925 11/4/2024 $526,069.14 $526,069.14 Accept
SHACKLETON 2019 XIV CLO LTD 34926 11/4/2024 $568,362.90 $568,362.90 Accept
SHACKLETON 2021 XVI CLO LTD 34927 11/4/2024 $486,197.02 $486,197.02 Accept
THE US BUSINESS OF THE CANADA LIFE 34959 10/23/2024 $304,583.29 $304,583.29 Accept
ASSURANCE COMPANY
UBS AG STAMFORD BRANCH 35008 11/1/2024 $5,137,110.57 $5,137,110.57 Accept Claimant wrote amount of $5,137,110.07, tabulated at
voting amount.
Tuesday, November 5, 2024 Page 3 of 3
OMNI AGENT SOLUTIONS Visit us on the Web at www.omniagentsolutions.com PHONE: (818) 906-8300
5955 DE SOTO AVENUE, SUITE 100 FAX: (818) 783-2737
WOODLAND HILLS, CA 91367
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 11 of 13
Debtor: Vyaire Medical, Inc., et al.
Case No. 24-11217
Claims Ballot Detail Results
Class 5 - Second Lien Claims
Class Summary Voting Outcome: Accepted
Total Received Total Valid Accepted Rejected Invalid
# Votes: 4 4 4 0 0
Vote %: 100.00% 0.00%
Amt: $117,549,742.14 $117,549,742.14 $0.00
Amt %: 100.00% 0.00%
Date Printed Ballot Tabulated Opt In
Creditor Ballot # Clm Sch Received Amount Vote Amount Vote Election Comment
ASG MERKEL I S.À R.L. 34921 11/5/2024 $10,944,966.41 $10,944,966.41 Accept
DIVERSIFIED LOAN FUND – PRIVATE DEBT B 34922 11/5/2024 $8,783,124.23 $8,783,124.23 Accept
S.À .R.L.
EMMPD (ASG) S.A.R.L. 34923 11/5/2024 $10,944,966.43 $10,944,966.43 Accept
EMMPD (INVESTMENT) S.À R.L. 34924 11/5/2024 $86,876,685.07 $86,876,685.07 Accept
Tuesday, November 5, 2024 Page 1 of 1
OMNI AGENT SOLUTIONS Visit us on the Web at www.omniagentsolutions.com PHONE: (818) 906-8300
5955 DE SOTO AVENUE, SUITE 100 FAX: (818) 783-2737
WOODLAND HILLS, CA 91367
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 12 of 13
Exhibit B
Opt-In Forms
Case 24-11217-BLS Doc 712 Filed 11/07/24 Page 13 of 13
Debtor: Vyaire Medical, Inc., et al.
Case No. 24-11217
Opt Out Detail Results
Non Voting Parties - Opt In Form Results
Date Opt In
Creditor Received Election Comment
AMAZON WEB SERVICES, INC 11/4/2024
FISCHER USA, INC 11/4/2024
SUNMED GROUP HOLDINGS, LLC DBA AIRLIFE 10/23/2024
TRELLEBORG SEALING SOLUTIONS US INC 11/1/2024
Tuesday, November 5, 2024 Page 1 of 1
OMNI AGENT SOLUTIONS Visit us on the Web at www.omniagentsolutions.com PHONE: (818) 906-8300
5955 DE SOTO AVENUE, SUITE 100 FAX: (818) 783-2737
WOODLAND HILLS, CA 91367
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