Full text
Exhibit B
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 1 of 33
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.
)
DECLARATION OF THOMAS D. BIELLI, ESQ. IN SUPPORT OF APPLICATION OF
THE FEE EXAMINER, DAVID M. KLAUDER, FOR AUTHORIZATION TO EMPLOY
AND RETAIN BIELLI & KLAUDER, LLC AS COUNSEL TO THE FEE EXAMINER,
NUNC PRO TUNC TO OCTOBER 30, 2024
In accordance with Bankruptcy Rule 2014, I, Thomas D. Bielli, Esquire, hereby state as
follows:
1.
I am an attorney and counselor at law, admitted to practice in the Commonwealth
of Pennsylvania.
2.
I am a member of the law firm of Bielli & Klauder, LLC, 1204 N. King Street,
Wilmington, Delaware 19801.
3.
On June 9, 2024, the Debtors each filed a voluntary petition of relief under chapter
11 the Bankruptcy Code in this Court.
4.
On October 30, 2024, David M. Klauder was appointed as the Fee Examiner for this
case.
5.
The Fee Examiner seeks to employ BK as his counsel in this bankruptcy case
consistent with the Application2 filed herein. Attorneys at BK have experience in bankruptcy,
insolvency, corporate reorganization, and debtor/creditor law. Attorneys at BK are well qualified
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
Application.
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 2 of 33
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to represent the Fee Examiner generally herein, and are willing to accept employment on the basis
set forth in the annexed Application.
THE SERVICES TO BE RENDERED
6.
The professional services that BK will provide to the Fee Examiner include, but
shall not be limited to, the following:
a.
Reviewing the fee and expense applications (the “Fee Applications”) and
related invoices for compliance with:
i.
Sections 328, 329, 330 and 331 of the Bankruptcy Code;
ii.
Rule 2016 of the Bankruptcy Rules;
iii.
Local Rule 2016-2 of the Local Rules for the United States
Bankruptcy Court for the District of Delaware (the “Local Rules”);
iv.
The United States Trustee Guidelines for Reviewing Applications
for Compensation & Reimbursement of Expenses filed under 11
U.S.C. § 330 (28 C.F.R. Part 58, Appendix A) (the “UST
Guidelines”); and
v.
The Order Appointing Fee Examiner and Establishing Related
Procedures for Compensation and Reimbursement of Expenses for
Professionals and Consideration of Fee Applications (D.I. 588 (the
“Compensation Order” and together with the Local Rules and the
UST Guidelines, the “Guidelines”);
b.
Assisting the Fee Examiner in any hearings or other proceedings before the
Court to consider the Fee Applications including, without limitation,
advocating positions asserted in the reports filed by the Fee Examiner and
on behalf of the Fee Examiner;
c.
Assisting the Fee Examiner with legal issues raised by inquiries to and from
the Retained Professionals and any other professional services provider
retained by the Fee Examiner;
d.
Where necessary, attending meetings between the Fee Examiner and the
Retained Professionals;
e.
Assisting the Fee Examiner with the preparation of preliminary and final
reports regarding professional fees and expenses;
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 3 of 33
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f.
Assisting the Fee Examiner in developing protocols and making reports and
recommendations; and
g.
Providing such other services as the Fee Examiner may request.
CONNECTIONS WITH PARTIES IN INTEREST
7.
BK completed a conflict check through the firm’s conflict check system that
compared, to the extent then known, the parties listed on the conflict check list, which is attached
hereto as Exhibit 1, against a list of BK’s current and former engagements and clients. In addition,
emails were sent to all attorneys in the firm asking if they had any connections to the parties in
interest listed herein. The connections checklist is attached hereto as Exhibit 2.
8.
Except as disclosed herein, to the best of my knowledge, information and belief,
neither I nor any member of BK has any connection with the Debtors, creditors, any other party in
interest, their respective attorneys and accountants, the United States Trustee, or any person
employed in the office of the United States Trustee, except as set forth herein. The Fee Examiner
is a member of BK and employed with BK as an attorney. BK will supplement this Declaration
to the extent any other connections are determined.
9.
I and members of BK have consumer accounts with various interested financial
institutions and utilities, none of which are material.
10.
I and members of BK have represented parties that have been adverse to certain
parties in interest in this case, but none of those representations have been in any way connected
to or related to the Debtors or this bankruptcy case.
11.
The Fee Examiner has served or is currently serving as fee examiner in various cases
pending in this District, including, In re Paragon Offshore plc, et al,. chapter 11 cases (Lead Case
No. 16-10386 (CSS)), Prospector Offshore Drilling S.à r.l., et al,. chapter 11 cases (Lead Case No.
17-11572 (CSS)), In re TerraVia Holdings, Inc., et al,. chapter 11 cases (Lead Case No. 17-11655
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 4 of 33
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(CSS)), In re Aerogroup International, Inc., et al., chapter 11 cases (Lead Case No. 17-11962
(CSS)), In re Southcross Energy Partners, L.P., et al., chapter 11 cases (Lead Case No. 19-10702
(MFW)), In re Forever 21, Inc., chapter 11 cases (Lead Case No. 19-12122 (MFW)), In re TPC
Group, Inc. et al., (Lead Case No. 17-11962 (KJC)), and In re Terraform Labs Pte. Ltd (Case No.
24-10070 (BLS)). The Fee Examiner also has served as fee examiner in the following large chapter
11 cases In re Purdue Pharma, L.P., et al., chapter 11 cases (Lead Case 19-23649 (SHL)) and In
re Endo International Plc., et al., chapter 11 cases (Lead Case 22-22549 (JLG)) in the United States
Bankruptcy Court for the Southern District of New York, In re Rite Aid Corporation, et al., chapter
11 cases (Lead Case No. 23-18993 (MBK)) in the United States Bankruptcy Court for the District
of New Jersey and The Roman Catholic Bishop of Oakland, chapter 11 case (Case No. 23-40523
(WJL)) in the United States Bankruptcy Court for the Northern District of California Oakland
Division. In addition, some of the professionals involved in those cases are involved in the
Debtors’ case as well.
12.
To the best of my knowledge, information and belief, neither I nor any member or
attorney of my firm, holds or represents any interest adverse to the Fee Examiner and the Debtors’
Bankruptcy Estates which would disqualify it from representing the Fee Examiner, and BK is a
disinterested person as defined in 11 U.S.C. § 101(14).
13.
Furthermore, to the best of my knowledge, information and belief, neither I nor any
member of my firm is a relative of any of the judges who serve at the United States Bankruptcy
Court for the District of Delaware, including Judge Brendan L. Shannon, the presiding judge in
this case.
PROFESSIONAL COMPENSATION
14.
Section 328(a) of the Bankruptcy Code authorizes the employment of a
professional person on any reasonable terms and conditions of employment, including on an
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 5 of 33
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hourly basis. BK intends to apply for compensation for professional services rendered in
connection with this case subject to the approval of this Court and in compliance with applicable
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules
and orders of this Court, on an hourly basis, plus reimbursement of actual, necessary expenses
and other charges incurred by BK. BK has advised the Fee Examiner that the current hourly rates
applicable to the principal attorneys and paraprofessionals proposed to represent the Fee
Examiner are:
a. Thomas D. Bielli (Member) - $490.00 per hour;
b. Associates and of counsel - $225.00 - $425.00 per hour; and
c. Paralegals, paraprofessionals and law clerks - $195.00 - $275.00 per hour.
15.
The hourly rates set forth above are BK’s 2024 standard hourly rates for work of
this nature. These rates are set at a level designed to fairly compensate BK for its work and to
cover fixed and routine overheard expenses. It is BK’s policy to charge its clients in all areas of
practice for all other expenses incurred in connection with the client’s case. The expenses
charged to clients include, among other things, telephone and telecopier charges, mail and
express mail charges, special or hand delivery charges, document processing, photocopying
charges, travel expenses, expenses for working meals, computerized research, and copying and
mailing charges from outside vendors and transcription costs. BK will charge the Debtors’
estates for these expenses in a manner and at rates consistent with charges made generally to
BK’s clients. BK intends to seek compensation for all time and expenses associated with its
retention in accordance with sections 330 and 331 of the Bankruptcy Code and any orders of this
Court, including the preparation of the Application, this Declaration, and related documents, as
well as any monthly fee statements or interim or final fee applications.
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 6 of 33
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16.
In addition to the hourly compensation of its professionals, BK will incur a
monthly expense of $5,500 for the costs of Legal Decoder, Inc., whose fee data analytics
software the Fee Examiner plans to use to assist in performing his analysis in this case. This
monthly cost is directly attributable to this case and is based on the size of the case and the
number of professionals who fee applications are to be reviewed. BK will seek approval of this
expense in all monthly, interim and final fee applications that it will file in this case.
17.
BK was retained by the Fee Examiner on October 30, 2024. BK has received no
compensation related to the Debtors or this case either before or after the Fee Examiner retained
BK.
18.
Other than as set forth herein, there is no proposed arrangement to compensate
BK. BK has not shared, nor agreed to share (a) any compensation it has received or may
receive with any other party or person, other than with the members, partners, counsel and
associates of BK, or (b) any compensation another person or party has received or may receive.
19.
In compliance with section D.1 of the United States Trustee Large Fee Case
Guidelines, the following disclosures in paragraphs 20-23 are provided.
20.
Did BK agree to any variations from, or alternatives to, its standard or customary
billing arrangements for this engagement?
Answer: No.
21.
Do any of the professionals included in this engagement vary their rate based on
the geographic location of the bankruptcy case?
Answer: No.
22.
If BK represented the client in the 12 months prepetition, disclose its billing rates
and material financial terms for the prepetition engagement, including any adjustments during
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 7 of 33
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the 12 months prepetition. If BK’s billing rates and material financial terms have changed post-
petition, explain the difference and the reasons for the difference.
Answer: Not applicable for this particular case. However, BK has represented
the Fee Examiner in other cases within the last 12 months. BK’s
billing rates for the past 12 months are as follows: Members - $350.00-
$500.00; Associates and Of Counsel - $225.00-$425.00; and
Paraprofessionals and law clerks - $125.00 - $275.00. There have been
no material adjustments in billing rates in that time.
23.
Has the Fee Examiner approved BK’s prospective budget and staffing plan, and,
if so, for what budget period?
Answer:
Yes, and budget/staffing period is for the first 6 months of the
engagement.
I declare under penalty of perjury that the foregoing is true and correct to the best of my
knowledge, information and belief.
Dated: November 19, 2024
/s/ Thomas D. Bielli
Thomas D. Bielli
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 8 of 33
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Exhibit 1 – Parties-in-Interest
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 9 of 33
SCHEDULE 1
List of Schedules
Schedule
Category
1(a)
1(b)
1(c)
1(d)
1(e)
1(f)
1(g)
1(h)
1(i)
1(j)
1(k)
1(l)
1(m)
1(n)
1(o)
1(p)
1(q)
1(r)
Debtors and their Non-Debtor Affiliates
Current and Recent Former Directors and Officers
Shareholders
Bankruptcy Professionals
Cash Management Banks
Insurers
Landlords
Lender Counsel and Advisors
Lenders and Agents
Litigation Parties and Counsel
Material Contract Counterparties
Ordinary Course Professionals
Potential M&A Counterparties
Taxing Authorities
Committee Professionals
Committee Members
U.S. Trustee Personnel, Bankruptcy Judges, & Court Contacts for the United States
Bankruptcy Court for the District of Delaware (and key staff members)
Utility Providers
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 10 of 33
Acutronic Medical Systems AG
Advanced Respiratory Care AG
Apax VIII Fund
Ariel EquityCo GP LLC
Ariel EquityCo LP
Bird Products Corp.
Breathe US Holdco Inc.
Breathe US Holdings LP
Carefusion UK 232 Ltd.
Carefusion UK 235 Ltd.
EME Medical Inc.
imtmedical AG
imtmedical Pte. Ltd.
Intermed Equipamento Medico Hospitalar
Ltda.
MIM Medizinische Instrumente und
Monitoring Gmbh
RBW Investment Gmbh & Co. Kg
Revolutionary Medical Devices Inc.
SensorMedics Corp.
Serviços De Assistencia Tecnica A
Equipamento Medico Hospitalar Ltda.
Trout, Mary
Viasys Holdings Inc.
VM Finance Sub LLC
Vyaire BV
Vyaire Co.
Vyaire DMCC
Vyaire Finance BV
Vyaire Finance Sub, LLC (US)
Vyaire Financial Holdings LLC
Vyaire GmbH
Vyaire Holding Co.
Vyaire Intermediate HoldCo GP LLC
Vyaire Intermediate HoldCo LP
Vyaire Limited Liability Company (Russia)
Vyaire Medical 202 Inc.
Vyaire Medical 203 Inc.
Vyaire Medical 205 Inc.
Vyaire Medical 206 Inc.
Vyaire Medical 211 Inc.
Vyaire Medical AB
Vyaire Medical BR LLC
Vyaire Medical BV
Vyaire Medical Capital LLC
Vyaire Medical Consumables LLC
Vyaire Medical Cooperatief UA
Vyaire Medical Denmark
Vyaire Medical GmbH
Vyaire Medical Holdings BV
Vyaire Medical, Inc.
Vyaire Medical International BV
Vyaire Medical International LLC
Vyaire Medical Korea Ltd.
Vyaire Medical LLC
Vyaire Medical Payroll LLC
Vyaire Medical Private Ltd.
Vyaire Medical Products (Shanghai) Co.,
Ltd. (Beijing Branch)
Vyaire Medical Products (Shanghai) Co.,
(China)
Vyaire Medical Products Ltd.
Vyaire Medical Products Ltd. (Spolka Z
Ograniczonaodpowiedzialniscia)
Vyaire Medical Products ULC
Vyaire Medical Pte. Ltd.
Vyaire Medical Pty Ltd.
Vyaire Medical Sarl
Vyaire Medical Sdn. Bhd.
Vyaire Medical Srl
Vyaire Receivables LLC
Vyaire Respiratory Diagnostics LLC
Vyaire SRL
Vyaire TSR Midco LLC
Vyaire TSR Sub, LLC
Vyaire Turkey Tibbi Cihazlar Ticaret
Anonim Şirketi
Vyaire UK 236 Ltd.
SCHEDULE 1(a)
Debtors & their Non-Debtor Affiliates
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 11 of 33
Aebischer, Thomas
Alisjahbana, Anna Mardiana
Aronzon, Paul
Bajaj, Vikram
Barse, David
Bibb, John
Brown, Kira
Carpaij, Jasper
Contreras, Kim
Dewa, Siti Junainah Binti
Dyson, Steven
Elwood, John
Ernst, Tom
Ferreira, Marcelo Tadeu Fontinha
Gopal, Ajay
Ha, Phung Minh
Johnson, June
Kothmann, Cally
Labrum, Ronald
Lisenby, Rachel
McDaniel, Terrie
MacKenzie, Roy
Minh Ha, Phung
Noll, Tammy
Silberstein, Martin Fritz
Talwar, Saurabh
Tamas, Stephan
Throp, Nicholas William
Trout, Mary
Tue, Chris
van Kampen, Gijsbert
Wise, Bret
SCHEDULE 1(b)
Current & Recent Former Directors & Officers
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 12 of 33
Apax Global Alpha Ltd.
Apax Partners LLP
Apax VIII Fund
SCHEDULE 1(c)
Shareholders
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 13 of 33
AlixPartners LLP
Cole Schotz PC
Omni Agent Solutions Inc.
PJT Partners Inc.
SCHEDULE 1(d)
Bankruptcy Professionals
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 14 of 33
SCHEDULE 1(e)
Cash Management Banks
Bank Commerciale Italiana Parma
Bank of America
Barclays UK Investments Ltd.
Deutsche Bank AG
Handlesbanken plc
Hypo Vereinsbank
JPMorgan Chase Bank NA
UBS AG
Wilmington Trust Corp.
Case 24-11217-BLS Doc 239-2 Filed 07/09/24 Page 20 of 43
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 15 of 33
American International Group Inc.
AXIS Insurance Co.
Berkshire Hathaway Specialty Insurance Co.
Chubb Ltd.
The Hartford Financial Services Group Inc.
Hartford Fire Insurance Co.
Marsh USA, Inc.
Midvale Indemnity Co. (Bowhead)
Old Republic Professional Liability Inc.
SCHEDULE 1(f)
Insurers
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 16 of 33
Aviemore Chineham Park No. 1 Ltd.
Aviemore Chineham Park No. 2 Ltd.
Chineham Park
Dell Realty Co.
Exeter 6201 Global Distribution LLC
The Irvine Co., LLC
Kilmainham Vyaire LLC
TICIC SUB LLC
Yurbal Real Estate BV
SCHEDULE 1(g)
Landlords
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 17 of 33
ArentFox Schiff LLP
Ashby & Geddes PA
Gibson Dunn & Crutcher LLP
Haynes & Boone LLP
Houlihan Lokey Inc.
Morris James LLP
Pachulski Stang Ziehl & Jones LLP
Paul Weiss Rifkind Wharton & Garrison LLP
Rothschild & Co.
Seward & Kissel LLP
SCHEDULE 1(h)
Lender Counsel & Advisors
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 18 of 33
SCHEDULE 1(i)
Lenders & Agents
ACM ASOF VII Cayman Holdco LP
ACM ASOF VIII Secondary C LP
AlbaCore Capital LLP
AlbaCore Investment Opportunities LP
AlbaCore Liquid Income Designated
Activity Co.
AlbaCore Partners II Investment Holdings D
Designated Activity Co.
AlbaCore Partners III Investment Holdings
Fin III Designated Activity Co.
Alcentra Ltd.
Alcentra NY LLC
Apax Global Alpha Limited
Apax Partners LLP
Ares Management LLC
ASG Merkel I SARL
Atalaya Capital Management LP
Balta Investments Designated Activity Co.
Bank of America Corp.
Bardin Hill Investment Partners
BDCA SLF Funding LLC
Benefit Street Partners Capital Opportunity
Fund II SPV 1 LP
Benefit Street Partners Capital Opportunity
Fund SPV LLC
Benefit Street Partners CLO II Ltd.
Benefit Street Partners CLO III Ltd.
Benefit Street Partners CLO IV Ltd.
Benefit Street Partners CLO IX Ltd.
Benefit Street Partners CLO V B Ltd.
Benefit Street Partners CLO VI B Ltd.
Benefit Street Partners CLO VIII Ltd.
Benefit Street Partners CLO X Ltd.
Benefit Street Partners CLO XI Ltd.
Benefit Street Partners CLO XII Ltd.
Benefit Street Partners CLO XIV Ltd.
Benefit Street Partners CLO XIX Ltd.
Benefit Street Partners CLO XV Ltd.
Benefit Street Partners CLO XVI Ltd.
Benefit Street Partners CLO XVII Ltd.
Benefit Street Partners CLO XXIII Ltd.
Benefit Street Partners Debt Fund IV Master
Non US LP
Benefit Street Partners Debt Fund IV Non
US SPV LP
Benefit Street Partners Debt Fund IV Master
Benefit Street Partners Debt Fund IV SPV
LP
Benefit Street Partners LLC
Benefit Street Partners Senior Secured
Opportunities Fund LP
Benefit Street Partners Senior Secured
Opportunities U Master Fund Non US
LP
Benefit Street Partners SMA C LP
Benefit Street Partners SMA C SPV LP
Benefit Street Partners SMA K SPV LP
BlackRock EMMPD II Investment SARL
Blackrock Financial Management Inc.
BlackRock Global LLC
Blackrock Investment Management
BNP Paribas
BSP Senior Secured Debt Fund Non US
SPV 1 LP
BSP Senior Secured Debt Fund SPV 1 LP
BSP SMA T 2020 SPV LP
California Street CLO IX LP
Canada Life Assurance Co., The
Commonwealth Land Title Insurance Co.
Cutwater 2014 I Ltd.
Cutwater 2015 I Ltd.
Diamond CLO 2018 1 Ltd.
Diamond TargetCo 1 LLC
Diversified Loan Fund Private Debt B
SARL
Ellington CLO I Ltd.
Ellington CLO II Ltd.
Ellington CLO III Ltd.
Ellington CLO IV Ltd.
Ellington Management Group LLC
EMMPD ASG Sarl
EMMPD Investment Sarl
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 19 of 33
Employees & Agents Pension Plan GWL &
A Financial Inc.
Empower Capital Management
Empower Funds Inc.
Empower Short Duration Bond Fund
Fidelity National Title Insurance Co.
First Eagle Alternative Credit LLC
Goldman Sachs Trust II Goldman Sachs
Multi Manager Non Core Fixed Income
Fund
Great-West Capital Management LLC
GSO Capital Partners LP
GSO Diamond Portfolio Fund LP
Halcyon Asset Management LLC
Halcyon Loan Advisors Funding 2015 1
Ltd.
Halcyon Loan Advisors Funding 2015 2
Ltd.
Halcyon Loan Advisors Funding 2015 3
Ltd.
ING Capital LLC
JPMorgan Chase Bank NA
Landmark Wall SMA SPV LP
Menard Inc.
Mezzvet Luxembourg III SARL
Mizuho Bank Ltd. New York
Morgan Stanley Bank NA
MV Credit Partners LLP
MV LUX IV SARL
MV Private Debt CE Sarl
MV Private Debt GC Sarl
MV Private Debt OP1 Sarl
Natixis New York Branch
Newport Global Advisors
Newport Global Credit Fund Master LP
Nuveen Alternative Investment Funds
SICAV SIF
Nuveen Asset Management LLC
Nuveen Floating Rate Income Fund
Nuveen Floating Rate Income Fund A Series
of Nuveen Investment Trust III
Nuveen Senior Loan Fund LP
Nuveen US Senior Loan Fund
Pensiondanmark
Pensionsforsikringsaktieselskab by
Symphony Asset Management LLC
Pontus Holdings Ltd.
Principal Diversified Real Asset Cit Fka
Diversified Real Asset Cit
Principal Funds Inc Diversified Real Asset
Fund
Providence Debt Fund III Non US Spv LP
Providence Debt Fund III Master
Providence Debt Fund III Spv LP
Providence Debt Fund III LP
Providence Equity Partners Inc.
Providence Equity Partners LLC
Quadrant Capital Advisors
Royal Bank of Canada New York Branch
Separate Investment Account P3 Diversified
Bond I Account of Massachusetts
Mutual Life Insurance Co.
Separate Investment Account P5 Diversified
Bond II Account of Massachusetts
Mutual Life Insurance Co.
Shackleton 2014 V R Clo Ltd.
Shackleton 2019 XIV Clo Ltd.
Shackleton 2021 XVI Clo Ltd.
Symphony Asset Management LLC
Symphony Clo XIX Ltd.
Symphony Clo XV Ltd.
Symphony Clo XVI Ltd.
Symphony Clo XVIILtd.
Symphony Clo XVIII Ltd.
Symphony Clo XX Ltd.
Symphony Floating Rate Senior Loan Fund
TCI Symphony Clo 2016 1 Ltd.
TCI Symphony Clo 2017 1 Ltd.
TIAA CREF Investment Services
TIAA Global Public Investments LLC
Series Loan Teachers Insurance &
Annuity
UBS AG Stamford Branch
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 20 of 33
Abed, Jonathon
Baumgartner, Kara
Boshears, Gordon
Bryant, Terry
CMM Supplies & Services S.A.L.
Esbee Dynamed Pvt. Ltd.
Estate of Audrea Hardwicks-Williams
Estate of Rylee Jones
Greer, Erich
Kavanaugh, Mike
Middleton, Kyashia
Pernambuco, State of (Brazil)
Piaui, State of (Brazil)
Ransom, Connita
Restech SRL
Ringted Investment SL
Secretaria da Saúde de Bahia
Secretaria de Saude de Fortaleza
Sleep Management LLC
SpaceInsp
United States, Government of the, Department of Defense, Office of the Inspector General
Vidal, John
Warrington, Amy
Westchester Surplus Lines Insurance Co.
Williams, Juan
SCHEDULE 1(j)
Litigation Parties & Counsel
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 21 of 33
A Plus International Inc.
ABM Industry Group LLC
Accent Plastics Inc.
Actalent Inc.
Advanced Motion Controls AB
Advanced Printing Co.
Aerotek Inc.
Agiliti Health Inc.
Alabran, Michael W.
Alexander Group, The
Amazon Web Services Inc.
Ambrit Engineering Corp.
American Crating Cd
Analytical Industries Inc.
Area LLC
Aryaka Networks Inc.
Ascension Health Resource & Supply
Management Group LLC
Ascension Providence Hospital
Assured Partners Capital Inc.
AssuredPartners Inc.
Aston Carter Inc.
Atlantic Health System Inc.
Augusta Hitech Soft Solutions LLC
Avnet Inc.
BCP Systems Inc.
Best Source Electronics Corp.
Bruel & Kjaer North America Inc.
Cardinal Health 200 LLC
Cardinal Health Inc.
CareFusion Corp. - Mexicali
Cass Information Systems Inc.
Ceva International Inc.
Ceva Logistics AG
Chicago Office Technology Group Inc.
Children’s Healthcare Atlanta
Cigna Behavioral Health
Cigna Group, The
Clayton Controls Inc.
Cleo Communications US LLC
Cognizant Technology Solutions US Corp.
Concept Dynamics Ltd.
Connexio Health LLC
CVS Caremark
Da/Pro Rubber Inc.
Data Modul Inc.
David M. Lewis Co. LLC, The
Deel Inc.
Dell Marketing LP
Dell Realty Co.
Educe Group Inc., The
Enlabel Global Services Inc.
Erasmus University Medical Center
Eurofins Electrical & Electronic UK
Fidelity Insurance Co.
Flexim US Corp.
Forte DGTL LLC
GE Healthcare Technologies Inc.
GE Precision Healthcare LLC
Genmed Group Ltd.
Gispath Inc.
Global Regulatory Writing & Consulting
Gravity Talent Solutions LLC
Greatbatch Medical SAS
Hack Formenbau Gmbh
HCA Management Services LP
HealthEquity Inc.
HealthTrust Purchasing Group LP
House of Batteries Ltd.
IMI Co. Ltd.
Indiana University Health Inc.
Integrated Medical Systems Inc.
Inventus Power Inc.
Ipan Intellectual Property Associates
ITD Corp.
Jabil Circuit (Shanghai) Ltd.
Kaiser Permanente Inc.
Kuehne & Nagel Inc.
Lyn Medical Inc.
MarLee Manufacturing Inc.
Marsh USA Inc.
Masanet, Sebastian
Maxtec LLC
McKesson Corp.
SCHEDULE 1(k)
Material Contract Counterparties
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 22 of 33
McKesson Medical-Surgical Inc.
Medline Industries Inc.
Mer Mar Inc.
MetLife Inc.
Microsoft Corp.
Mitsubishi HC Capital Inc.
Monday.com Ltd.
Moog Components Group Inc.
Newark Corp.
Nonin Medical Inc.
Northwell Health Alliance Inc.
Northwell Health Inc.
Northwell Health Regional Alliance
Nypro Healthcare Baja Inc.
NZ Techno Handels Gesellschaft mbh
Opg-3 Inc.
Orange Coast Pneumatics Inc.
Owens & Minor Distribution Inc.
Oxford Global Resources LLC
Parker-Hannifin Corp. - Porter Division
Partssource Inc.
Perma Pure LLC
Phillips Medical Systems North America
Inc. - Andover, MA
Phillips-Medisize Costa Mesa LLC
Pinnacle Precision Sheet Metal Corp.
Portescap India Pvt. Ltd.
Premier Healthcare Alliance LP
Presidio Holdings Inc.
PRN Health Services LLC
PRN Staffing Solutions
Quality Medical Group Inc.
Real Staffing Group
Respiratory Care Africa Pty. Ltd.
Restructuring Partners & Associates LLC
Salesforce.com Inc.
Servicemax Inc.
Servicios de Ingenieria en Medicina SA de
CV
Siemens Industry Software Inc.
Spark DSG LLC
Spin Recruitment Inc.
Standard Insurance Co., The
Star Exhibits & Environments Inc.
Stran & Co. Inc.
SunMed Group Holdings LLC
Syntel Inc.
Teledyne Analytical Instruments Inc.
Telsonic UK Ltd.
Thomas Jefferson University Hospitals
Totex Manufacturing Inc.
TPI Custom Solutions
Trillamed LLC
Trudell Healthcare Solutions
University Health Network
US Med-Equip Inc.
Venture Respiratory Inc.
Veritiv Operating Co.
Vertex Inc.
Vincent Medical Holdings Ltd.
Vision Service Plan (VSP)
Vizient Inc.
Vizient Supply LLC
WageWorks Inc.
Wavicle Data Solutions LLC
West Group Ltd., The
Wolseley Industrial Group
Workday Inc.
Xerox Financial Services LLC
Yusen Logistics Americas Inc.
Zensar Technologies Inc.
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 23 of 33
Baker & Mckenzie LLP
Covington & Burling LLP
Ernst & Young US LLP
Fox Rothschild LLP
Fragomen Del Rey Bernsen & Loewy LLP
Gordon Rees Scully Mansukhani LLP
Hogan Lovells US LLP
Hyman Phelps & Mcnamara PC
Irwin Fritchie Urquhart & Moore LLC
Linklaters LLP
Littler Mendelson PC
Morgan Lewis & Bockius LLP
Polsinelli PC
Porzio Bromberg & Newman PC
Winston & Strawn LLP
SCHEDULE 1(l)
Ordinary Course Professionals
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 24 of 33
[REDACTED]
SCHEDULE 1(m)
Potential M&A Counterparties
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 25 of 33
Acadia, Parish of (LA)
Alabama, State of, Department of Revenue
Alabama, State of, Sales Tax Auditing &
Collection Services
Alabaster, City of (AL)
Alaska, State of, Department of Revenue
Arizona, State of, Department of Revenue
Arkansas, State of
Arkansas, State of, Department of Finance
& Administration
Arvada, City of (CO)
Ascension, Parish of (LA), Sales & Use Tax
Authority
Aurora, City of (CO), Revenue Division
Autauga, County of (AL)
Avoyelles Parish School Board (LA)
Baldwin, County of (AL)
Baton Rouge, City of (LA)
Birmingham, City of (AL)
Boulder, City of (CO)
Bremerton, City of (WA)
Caddo-Shreveport, Parish of (LA), Sales &
Use Tax Commission
Calcasieu, Parish of (LA)
California, State of, Department of Tax &
Fee Administration
Chilton, County of (AL)
Clanton, City of (AL)
Colbert, County of (AL)
Colorado Springs, City of (CO)
Colorado, State of, Department of Revenue
Commerce, City of (CO), Tax Division
Connecticut, State of, Department of
Revenue Services
Craig, City of (CO)
Cullman, County of (AL)
Dale, County of (AL)
Daphne, City of (AL)
DeKalb, County of (AL), Revenue
Department
Delaware, State of, Division of Revenue
Denver, City of (CO), Department of
Finance
Dothan, City of (AL)
Durango, City of (CO)
East Baton Rouge, Parish of (LA)
Englewood, City of (CO)
Evangeline, Parish of (LA), Sales/Use Tax
Commission
Everett, City of (WA)
Florence, City of (AL)
Florida, State of, Department of Revenue
Foley, City of (AL), Revenue Department
Fort Collins, City of (CO)
Franklin, County of (AL)
Georgia, State of, Department of Revenue
Golden, City of (CO)
Grand Junction, City of (CO)
Greeley, City of (CO)
Greenwood Village, City of (CO)
Gunnison, City of (CO)
Hamilton, City of (AL)
Hawaii, State of, Department of Taxation
Henry, County of (AL)
Huntsville, City of (AL)
Iberia, Parish of (LA), School Board Sales
& Use Tax Department
Idaho, State of, Tax Commission
Illinois, State of, Department of Revenue
Indiana, State of, Department of Revenue
Iowa, State of, Department of Revenue
Jackson, City of (AL)
Jefferson, County of (AL), Department of
Revenue
Kansas, State of, Department of Revenue
Kentucky, Commonwealth of, Department
of Revenue
Kentucky, Commonwealth of, Revenue
Cabinet
Lafayette Parish School System (LA)
Lafourche Parish School Board (LA)
Lakewood, City of (CO)
Lamar, City of (CO)
SCHEDULE 1(n)
Taxing Authorities
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 26 of 33
Lauderdale, County of (AL)
Lincoln, Parish of (LA)
Littleton, City of (CO)
Lone Tree, City of (CO)
Longmont, City of (CO)
Longview, City of (WA)
Louisiana, State of, Bureau of Revenue &
Taxation
Louisiana, State of, Department of Revenue
Madison, County of (AL)
Maine, State of, Department of Revenue
Maine, State of, Revenue Services
Maryland, State of, Comptroller
Maryland, State of, Revenue Administration
Massachusetts, Commonwealth of,
Department of Revenue
Michigan, State of, Department of Treasury
Minnesota, State of, Department of Revenue
Mississippi, State of, Department of
Revenue
Missouri, State of, Department of Revenue
Mobile, City of (AL)
Mobile, County of (AL)
Monroe, City of (LA)
Montana, State of, Department of Revenue
Montgomery, City of (AL)
Montgomery, County of (AL), Commission
Tax & Audit Department
Nebraska, State of, Department of Revenue
Nevada, State of, Department of Taxation
New Hampshire, State of, Department of
Revenue Administration
New Jersey, State of, Division of Taxation
New Mexico, State of, Taxation & Revenue
Department
New Orleans, City of (LA)
New York, State of, Department of Taxation
& Finance
North Carolina, State of, Department of
Revenue
North Carolina, State of, Eproc
North Dakota, State of, Office of State Tax
Commissioner
Ohio, State of, Bureau of Workers’
Compensation
Ohio, State of, Department of Taxation
Oklahoma, State of, Tax Commission
Oregon, State of, Department of Revenue
Ouachita, Parish of (LA)
Parker, City of (CO)
Pennsylvania, Commonwealth of,
Department of Revenue
Pike, County of (AL)
Plaquemines, Parish of (LA)
Pueblo, City of (CO)
Rapides, Parish of (LA)
Rhode Island, State of, Division of Taxation
Scottsboro, City of (AL)
Seattle, City of (WA)
Sheffield, City of (AL)
Shelby, County of (AL), Business Revenue
Office
South Carolina, State of, Department of
Revenue
South Dakota, State of, Department of
Revenue
St. Charles, Parish of (LA)
St. John the Baptist, Parish of (LA)
St. Landry, Parish of (LA)
St. Mary, Parish of (LA)
St. Tammany, Parish of (LA)
Steamboat Springs, City of (CO)
Tennessee, State of, Department of Revenue
Texas, State of, Comptroller of Public
Accounts
Thornton, City of (CO)
United States, Government of the, Customs
and Border Protection, FPF Office
United States, Government of the,
Department of the Treasury
United States, Government of the,
Department of the Treasury, Internal
Revenue Service
United States, Government of the, Food &
Drug Administration
Utah, State of, Tax Commission
Vermont, State of, Department of Taxes
Vernon, Parish of (LA)
Virginia, Commonwealth of, Tax Office of
Customer Services
Washington, D.C.
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 27 of 33
Washington, State of, Department of
Revenue
Washington, Village of (LA)
Webster, Parish of (LA)
West Virginia, State of, Tax Department
West Virginia, State of, Tax Division
Wisconsin, State of, Department of Revenue
Wyoming, State of, Department of Revenue
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 28 of 33
McDermott Will & Emery LLP
SCHEDULE 1(o)
Committee Professionals
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 29 of 33
SCHEDULE 1(p)
Committee Members
Cognizant Worldwide Ltd.
Data Modul, Inc.
David M. Lewis Company
Presidio Inc.
SunMed Group Holdings LLC
Vizient, Inc.
Zensar Technologies, Inc.
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 30 of 33
Attix, Lauren
Barksdale, Nickita
Bates, Malcolm M.
Batts, Cacia
Bello, Rachel
Brady, Claire
Bu, Fang
Capp, Laurie
Casey, Linda
Cavello, Robert
Chan, Ashley M.
Cudia, Joseph
Dice, Holly
Dorsey, John T.
Dortch, Shakima L.
Farrell, Catherine
Fox, Timothy J., Jr.
Gadson, Danielle
Giodano, Diane
Girello, Michael
Goldblatt, Craig T.
Green, Christine
Hackman, Benjamin
Haney, Laura
Horan, Thomas M.
Hrycak, Amanda
Johnson, Lora
Jones, Nyanquoi
Leamy, Jane
Lipshie, Jonathan
Lopez, Marquietta
Lugano, Al
McCollum, Hannah M.
McMahon, Joseph
Nyaku, Jonathan
O’Malley, James R.
Owens, Karen B.
Richenderfer, Linda
Schepacarter, Richard
Serrano, Edith A.
Shannon, Brendan L.
Sierra-Fox, Rosa
Silverstein, Lauire Selber
Stickles, J. Kate
Subda, Paula
Vara, Andrew
Walker, Jill
Walrath, Mary F.
Wynn, Dion
Yeager, Demitra
SCHEDULE 1(q)
U.S. Trustee Personnel, Bankruptcy Judges, & Court Contacts for the United States
Bankruptcy Court for the District of Delaware (and key staff members)
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 31 of 33
AT&T Corp.
AT&T Global Network Services
AT&T Illinois
AT&T Mobility II LLC
Chemtrec
Clean Harbors Inc.
Commonwealth Edison Co.
Culligan Water
Desert Water Agency
Flexim US Corp.
Frontier Communications Corp.
Granite Telecommunications LLC
Louisville Gas & Electric Co.
Nalco Company LLC d/b/a Nalco Water Pretreatment
Palm Desert Disposal Service, Inc.
Palm Springs Disposal Service Inc.
ProMach Inc.
RingCentral Inc.
Safety-Kleen Inc.
Southern California Edison Co.
Southern California Gas Co.
State Water Resources Control Board – Water Boards
T-Mobile USA Inc.
Zayo Group LLC
SCHEDULE 1(r)
Utility Providers
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 32 of 33
9
Exhibit 2 – Connections to Parties-in-Interest
B&K has previously audited fee applications of certain professionals listed in Exhibit 1, including
those filed by PJT Partners LP, McDermott Will & Emery LLP, Kirkland & Ellis, LLP, Cole Schotz, P.C.
AlixPartners LLP, and Berkeley Research Group; and prior to the Fee Examiner’s employment by B&K,
the Fee Examiner was a trial attorney for the United States Trustee.
Case 24-11217-BLS Doc 755-2 Filed 11/19/24 Page 33 of 33