Declaration of Charles Braley — In Support of the Application of AP Services, LLC for Approval of Completion Fee (Exhibit B, Doc 795-3)

What This Document Is

A 3-page declaration filed as Exhibit B to Docket 795 (the AP Services Completion Fee Application), signed by Charles Braley, Partner and Managing Director of AP Services, LLC, dated November 22, 2024, attesting under penalty of perjury (28 U.S.C. § 1746) to the facts supporting APS's request for a $1,000,000 Completion Fee.

Factual Summary

Braley states he is a Partner and Managing Director of APS, based at 300 N. LaSalle Street, Suite 1800, Chicago, IL, and that the declaration is submitted under Bankruptcy Code § 504 and Bankruptcy Rule 2016 in support of the Application, which he has read and represents as true and correct. He confirms the Application requests a Completion Fee of $1,000,000. He states that no fee-sharing agreement exists between APS and any other persons or parties outside APS's own members. He asserts APS's services were "integral to the continued positive results" in the case and contributed "significant direct and incremental value" to the Debtors and stakeholders, as detailed in the Application. He states that performance-based fees, in addition to time-based fees, are a normal part of compensation for turnaround/restructuring consulting firms; that APS priced the engagement and negotiated the Completion Fee as part of its total compensation package and factored it into accepting the engagement; and that the fee is "fair, reasonable, and comparable to success fees charged by APS and other advisors in similar engagements both in and out of chapter 11." The declaration is signed /s/ Charles Braley, dated November 22, 2024, as Authorized Representative of AP Services, LLC.

Key Facts

Signed and dated November 22, 2024, by Charles Braley (Partner and Managing Director, APS).
Attests under penalty of perjury (28 U.S.C. § 1746) in support of the $1,000,000 Completion Fee request.
States no fee-sharing arrangement exists outside APS's own members.
Characterizes the $1,000,000 Completion Fee as a negotiated, performance-based component of APS's total compensation, priced into the engagement at the outset and comparable to market success fees.
Lyons/Cigna/Quad watch: nothing responsive.

Date: 2024-11-22

Cite this document

“Declaration of Charles Braley — In Support of the Application of AP Services, LLC for Approval of Completion Fee (Exhibit B, Doc 795-3).” Dated 2024-11-22. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2024-11-22-microsoft-word-vyaire-completion-fee-app-v13-002-48889253-2-docx-46258eb1-1/, SHA-256 46258eb180f458c685b2d413f014a79a7babc6dacbaca4994005effa17d1e810.

Full text

Case 24-11217-BLS Doc 795-3 Filed 11/22/24 Page 1 of 3

Exhibit B

Declaration of Charles Braley
Case 24-11217-BLS Doc 795-3 Filed 11/22/24 Page 2 of 3

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
1
VYAIRE MEDICAL, INC., et al., ) Case No. 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)
)

DECLARATION OF
CHARLES BRALEY IN SUPPORT OF THE APPLICATION
OF AP SERVICES, LLC FOR APPROVAL OF COMPLETION FEE

I, Charles Braley, make this declaration and state as follows:
1. I am a Partner and Managing Director of AP Services, LLC (“APS”), which has a place

of business at 300 N. LaSalle Street, Suite 1800, Chicago, IL 60654.

2. This declaration is submitted pursuant to Section 504 of the Bankruptcy Code and

Bankruptcy Rule 2016 in connection with and in support of APS’s application (the “Application”) for

allowance of the Completion Fee2 payable to APS. I have read the Application, and the facts contained

therein are true and correct to the best of my knowledge, information, and belief.

3. The Application requests that this Court enter an order awarding APS a Completion

Fee of $1,000,000.

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 defined herein have the meanings defined in the Application.
Case 24-11217-BLS Doc 795-3 Filed 11/22/24 Page 3 of 3

4. No agreement or understanding exists between APS and any other persons or parties to

share in any compensation received in connection with these Chapter 11 Cases, other than as among

members of APS.

5. The services of APS are integral to the continued positive results in these cases and

contribute significant direct and incremental value to the Debtors and other stakeholders, as

detailed in the Application.

6. In addition to time-based fees, performance-based fees are a normal part of

compensation for APS and other turnaround and management restructuring consulting firms. APS

priced the engagement and negotiated the Completion Fee as part of its total compensation

package, and APS took the Completion Fee into account in accepting the engagement from the

Debtors. The Completion Fee is fair, reasonable, and comparable to success fees charged by APS

and other advisors in similar engagements both in and out of chapter 11.

Pursuant to28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is

true and correct to the best of my knowledge and belief.

Dated: November 22, 2024 AP Services, LLC

/s/ Charles Braley
Name: Charles Braley A
uthorized Representative

File and source

File: gov.uscourts.deb.193283.795.3.pdf
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SHA-256: 46258eb180f458c685b2d413f014a79a7babc6dacbaca4994005effa17d1e810
Our copy: gov.uscourts.deb.193283.795.3.pdf
Original: No public link identified.