Vyaire - CS Fifth Monthly Fee App (October 2024)
- Date
- 2024-12-06
Summary
The Fifth Monthly Fee Application of Cole Schotz P.C., Delaware co-counsel to the debtors in possession, filed November 15, 2024 as Doc 753 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 seeks compensation of $475,294.00, stated as 80% of $594,117.50, and expenses of $934.16 for October 1 through October 31, 2024. A summary of billing by professional lists rates, hours and compensation, totaling 836.3 hours at a blended rate of $710.41. A summary by project category lists Rule 2004 Motions and Subpoenas at $248,573.00 and Reorganization Plan at $102,563.50, with an expense summary of delivery, court fees, transcripts and online research. The thirteen-page application cites sections 330 and 331 of the Bankruptcy Code and Rule 2016, and gives a retention date of July 30, 2024 effective as of June 9, 2024.
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Case 24-11217-BLS Doc 753 Filed 11/15/24 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)
)
) Hearing Date: Only if Objections are filed
) Objection Deadline: December 6, 2024, at 4:00 p.m. (ET)
SUMMARY OF FIFTH MONTHLY
FEE APPLICATION OF COLE SCHOTZ P.C., DELAWARE
CO-COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR
ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES
FOR THE PERIOD FROM OCTOBER 1, 2024 THROUGH OCTOBER 31, 2024
Name of Applicant: Cole Schotz, P.C.
Authorized to provide professional
services to: Vyaire Medical, Inc., et al.
Date of retention: July 30, 2024 (Effective as of June 9, 2024)
[Docket No. 333]
Period for which compensation
and reimbursement is sought: October 1, 2024 through October 31, 2024
Amount of compensation sought as
actual, reasonable and necessary: $475,294.00 (80% of $594,117.50)
Amount of expense reimbursement
sought as actual, reasonable and necessary: $934.16
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.
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 2 of 13
VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY PROFESSIONAL
OCTOBER 1, 2024 THROUGH OCTOBER 31, 2024
Year Position Hourly Total Hours Total
Attorney Name
Admitted (Department) Billing Rate Billed Compensation
Member
Michael D. Sirota 1986 $1,575.00 1.8 $2,835.00
(Bankruptcy)
Member
Warren A. Usatine 1995 (Bankruptcy & $1,250.00 10.1 $12,625.00
Litigation)
Member
Steven L. Klepper 1993 $960.00 9.3 $8,928.00
(Litigation)
Member
J. Jeffrey Cash 2003 $960.00 0.4 $384.00
(Corporate)
Member
Patrick J. Reilley 2003 $900.00 62.6 $56,340.00
(Bankruptcy)
Member
Jason R. Melzer 2001 $875.00 20.1 $17,587.50
(Litigation)
Member
Daniel J. Harris 2008 $850.00 39.1 $33,235.00
(Bankruptcy)
Member
Jamie P. Clare 1994 $800.00 47.8 $38,240.00
(Litigation)
Member
Stacy L. Newman 2007 $800.00 36.5 $29,200.00
(Bankruptcy)
Member
Rachel A. Mongiello 2010 $730.00 86.9 $63,437.00
(Litigation)
Member
Matteo Percontino 2010 $710.00 163.8 $116,298.00
(Bankruptcy)
Member
Megan B. Kilzy 2010 $700.00 36.7 $25,690.00
(Litigation)
Member
Marissa A. Mastroianni 2015 $700.00 1.8 $1,260.00
(Employment)
Special
Jamie A. Quick 2001 Counsel $700.00 72.7 $50,890.00
(Litigation)
Associate
Andreas A. Apostolides 2013 $650.00 21.8 $14,170.00
(Tax)
Associate
Ian R. Phillips 2015 $650.00 61.9 $40,235.00
(Litigation)
Associate
Michael E. Fitzpatrick 2022 $575.00 41.8 $24,035.00
(Bankruptcy)
Associate
Jack M. Dougherty 2021 $575.00 22.7 $13,052.50
(Bankruptcy)
Associate
Marian A. Bekheet 2015 $565.00 24.6 $13,899.00
(Tax)
Associate
Patrick E. Parrish 2019 $550.00 5.1 $2,805.00
(Real Estate)
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 3 of 13
Year Position Hourly Total Hours Total
Attorney Name
Admitted (Department) Billing Rate Billed Compensation
Associate
Arjun Padmanabhan 2022 $455.00 7.1 $3,230.50
(Litigation)
Associate
Melissa M. Hartlipp 2022 $430.00 8.9 $3,827.00
(Bankruptcy)
Associate
Adam H. Bouvier 2023 $415.00 16.1 $6,681.50
(Corporate)
Senior
Patt Feuerbach N/A eDiscovery $455.00 1.5 $682.50
Analyst
Litigation
Amanda M. Cook N/A Support $535.00 3.0 $1,605.00
Specialist
eDiscovery
Carinda E. Hardison N/A $425.00 1.2 $510.00
Analyst II
Paralegal
Larry S. Morton N/A $400.00 24.0 $9,600.00
(Bankruptcy)
Paralegal
Pauline Z. Ratkowiak N/A $405.00 7.0 $2,835.00
(Bankruptcy)
TOTAL 836.3 $594,117.50
Blended Rate: $710.41
3
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 4 of 13
VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY PROJECT CATEGORY
OCTOBER 1, 2024 THROUGH OCTOBER 31, 2024
Project Category Monthly Hours Monthly Fees
Asset Dispositions, Sales, Uses, and Leases 60.0 $44,774.50
Automatic Stay Matters/Litigation 7.9 $5,743.50
Business Operations 7.4 $6,047.00
Case Administration 46.4 $32,006.50
Cash Collateral and DIP Financing 1.9 $1,643.00
Claims Analysis, Administration and Objections 1.8 $1,278.00
Creditor Inquiries 0.3 $250.00
Disclosure Statement/Voting Issues 22.4 $14,279.50
Employee Matters 2.9 $2,041.00
Executory Contracts 50.9 $36,236.50
Fee Application Matters/Objections 28.4 $15,723.00
Leases (Real Property) 4.2 $3,105.50
Litigation/Gen. (Except Automatic Stay) 11.4 $8,094.00
Other Investigative Matters 80.1 $52,263.00
Preparation for and Attendance at Hearings 4.4 $2,101.00
Reorganization Plan 138.3 $102,563.50
Reports, Statements and Schedules 3.0 $1,882.50
Retention Matters 2.8 $1,522.50
Rule 2004 Motions and Subpoenas 342.2 $248,573.00
Tax/General 0.7 $524.00
U.S. Trustee Matters and Meetings 3.5 $2,000.00
Vendor Matters 15.4 $11,466.00
TOTAL 836.3 $594,117.50
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 5 of 13
VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY EXPENSE CATEGORY
OCTOBER 1, 2024 THROUGH OCTOBER 31, 2024
Expense Category Service Provider (if applicable) Total Expenses
Photocopying/Printing/Scanning
$29.80
(298 pages @ $0.10 per page)
Delivery/Couriers Reliable/Parcels $178.60
Court Fees PACER Service Center $300.50
Datahost Relativity $159.00
Transcripts Reliable/Parcels $248.40
Online Research Westlaw/LexisNexis $17.86
TOTAL $934.16
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 6 of 13
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., et al.,2 ) Case No. 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)
) Hearing Date: Only if Objections are filed
) Objection Deadline: December 2, 2024, at 4:00 p.m. (ET)
FIFTH MONTHLY FEE
APPLICATION OF COLE SCHOTZ P.C., DELAWARE
CO-COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR
ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES
FOR THE PERIOD FROM OCTOBER 1, 2024 THROUGH OCTOBER 31, 2024
Cole Schotz P.C. (the “Applicant” or “Cole Schotz”), Delaware co-counsel to Vyaire
Medical, Inc. and certain of its subsidiaries, the debtors and debtors in possession in the above
captioned cases (collectively, the “Debtors”), hereby submits this fifth monthly fee application
(the “Application”) pursuant to (i) sections 330 and 331 of title 11 of the United State Code, 11
U.S.C. §§ 101-1532 (the “Bankruptcy Code”), (ii) Rule 2016 of the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy Rules”), (iii) Rule 2016-2 of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for the District of Delaware
(the “Local Rules”), and (iv) the Order (I) Establishing Procedures for Interim Compensation
and Reimbursement of Expenses for Retained Professionals and (II) Granting Related Relief
[Docket No. 218] (the “Interim Compensation Order”) for allowance of compensation for services
rendered and reimbursement of expenses for the period from October 1, 2024 through October 31,
2
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 753 Filed 11/15/24 Page 7 of 13
2024 (the “Application Period”). In support of this Application, Cole Schotz respectfully
represents as follows:
Jurisdiction and Venue
1. The United States District Court for the District of Delaware has jurisdiction over
this matter pursuant to 28 U.S.C. §1334, which was referred to the United States Bankruptcy Court
for the District of Delaware (the “Court”) under 28 U.S.C. § 157 and the Amended Standing Order
of Reference from the United States District Court for the District of Delaware, dated February 29,
2012. The Debtors confirm their consent, pursuant to Local Rule 9013-1(f), to the entry of a final
order by the Court in connection with this Application to the extent that it is later determined that
the Court, absent consent of the parties, cannot enter final orders or judgments in connection
herewith consistent with Article III of the United States Constitution.
2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The statutory bases for the relief sought herein are sections 330 and 331 of the
Bankruptcy Code, Bankruptcy Rule 2016 and Local Rule 2016-2.
Background
A. The Chapter 11 Cases
4. On June 9, 2024 (the “Petition Date”), Vyaire Medical, Inc. and certain of its
subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The
Debtors are operating their business and managing their property as debtors in possession pursuant
to sections 1107(a) and 1108 of the Bankruptcy Code.
5. On June 11, 2024, the Court entered an order authorizing the procedural
consolidation and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule
1015(b) and Local Rule 1015-1. See Docket No. 84.
7
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 8 of 13
6. No request for the appointment of a trustee or examiner has been made in these
chapter 11 cases.
7. On June 26, 2024, the Office of the United States Trustee for the District
of Delaware (the “U.S. Trustee”) appointed the Official Committee of Unsecured Creditors
(the “Committee”). See Docket No. 121.
8. A detailed description of the Debtors and their business, including the facts and
circumstances giving rise to the Debtors’ chapter 11 cases, is set forth in the Declaration of John
Bibb, Group Chief Executive Officer of Vyaire Medical, Inc., in Support of Chapter 11 Petitions
and First Day Motions. See Docket No. 15.
B. The Retention of Cole Schotz
9. On July 9, 2024, the Debtors applied to the Court for an order authorizing the
retention and employment of Cole Schotz as Debtors’ Delaware co-counsel effective as of the
Petition Date. See Docket No. 239. On July 30, 2024, the Court entered an order authorizing such
retention. See Docket No. 333.
C. The Interim Compensation Order
10. The Interim Compensation Order sets forth the procedures for interim
compensation and reimbursement of expenses in these chapter 11 cases. Specifically, the
Interim Compensation Order provides that on or after the twenty-first (21st) day of
each month following the month for which compensation is sought, each Professional
(as defined in the Interim Compensation Order) seeking compensation may file an application
(each, a “Monthly Fee Statement”) for interim allowance of compensation for services rendered
and reimbursement of expenses incurred during the preceding month. See Interim Compensation
Order ¶ 2(a). Provided that no objection to a Monthly Fee Statement is filed within twenty-one
8
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 9 of 13
(21) days (or the next business day if such day is not a business day) following service of the
Monthly Fee Statement, the applicable Professional may file a certificate of no objection
(a “CNO”) with the Court with respect to the unopposed portion of the fees and expenses requested
in the Monthly Fee Statement. Id. ¶ 2(b). After a CNO is filed with the Court, the Debtors are
authorized to pay the Professional an amount equal to eighty percent (80%) of the fees and one
hundred percent (100%) of the expenses requested in the applicable Monthly Fee Statement. Id.
Relief Requested
11. Pursuant to the Interim Compensation Order and section 331 of the Bankruptcy
Code, Cole Schotz is seeking compensation in the amount of $475,294.00, which is equal to eighty
percent (80%) of the $594,117.50 in fees for professional services rendered by Cole Schotz during
the Application Period. This amount is derived solely from the applicable hourly billing rates of
Cole Schotz personnel who rendered such services to the Debtors. In addition, Cole Schotz is
seeking reimbursement of expenses incurred during the Application Period in the amount of
$934.16.
A. Compensation Requested
12. Attached hereto as Exhibit A is a detailed itemization, by project category, of all
services performed by Cole Schotz with respect to the chapter 11 cases during the Application
Period. This detailed itemization complies with Local Rule 2016-2(d) in that each time entry
contains a separate time allotment, a description of the type of activity and the subject matter of
the activity, all time is billed in increments of one-tenth of an hour, time entries are presented
chronologically in categories and all meetings or hearings are individually identified. See DEL.
BANKR. L.R. 2016-2(d).
9
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 10 of 13
13. The attorneys and professionals who rendered services related to each category are
identified in Exhibit A, along with the number of hours for each individual and the total
compensation.
B. Expense Reimbursement Requested
14. Cole Schotz incurred out-of-pocket expenses during the Application Period in the
amount of $934.16. Attached hereto as Exhibit B is a description of the expenses actually incurred
by Cole Schotz in the performance of services rendered as Delaware co-counsel to the Debtors.
The expenses are broken down into categories of charges, including, among other things, the
following charges: photocopying, scanning and printing, Court fees, transcription charges, filing
fees, meals and other non-ordinary expenses. See DEL. BANKR. L.R. 2016-2(e).3
Valuation of Services
15. Attorneys and professionals of Cole Schotz have expended a total of 836.3 hours
in connection with this matter during the Application Period.
16. The amount of time spent by each of the Cole Schotz professionals providing
services to the Debtors for the Application Period is set forth in Exhibit A. The rates are Cole
Schotz’s normal hourly rates of compensation for work of this character. The reasonable value of
the services rendered by Cole Schotz for the Application Period as Delaware co-counsel to the
Debtors in these chapter 11 cases is $594,117.50.
3
In accordance with Local Rule 2016-2(e)(iii), Cole Schotz does not charge more than $0.10 per page for
photocopies, does not charge for incoming facsimile transmissions and does not charge more than $0.25 per page
for outgoing facsimiles. Applicant does not surcharge for computerized research. DEL. BANKR. L.R.
2016-2(e)(iii).
10
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 11 of 13
17. Cole Schotz believes that the time entries included in Exhibit A attached hereto
and the expense breakdown set forth in Exhibit B attached hereto comply with the requirements
of Local Rule 2016-2.
18. Cole Schotz itemized time records for professionals performing services for the
Debtors during the Application Period are attached hereto as Exhibit C.
19. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
the amounts requested by this Application are fair and reasonable given: (a) the complexity of
these chapter 11 cases, (b) the time expended, (c) the nature and extent of the services rendered,
(d) the value of such services, and I the costs of comparable services other than in a case under
this title.
Notice
20. Cole Schotz will provide notice and serve this Application on the Application
Recipients (as defined and set forth in the Interim Compensation Order). In light of the nature of
the relief requested in this Application, Cole Schotz submits that no other or further notice is
required.
No Prior Request
21. No prior request for the relief sought in the Application has been made to this or
any other court.
Certification of Compliance and Waiver
22. The undersigned representative of Cole Schotz certifies that he has reviewed the
requirements of Local Rule 2016-2, and that the Application substantially complies with that Local
Rule. To the extent that the Application does not comply in all respects with the requirements of
11
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 12 of 13
Local Rule 2016-2, Cole Schotz believes that such deviations are not material and respectfully
requests that any such requirements be waived.
Conclusion
WHEREFORE, Cole Schotz respectfully requests (i) interim allowance of
(a) compensation in the amount of $475,294.00 (80% of $594,117.50) for professional services
rendered and (b) reimbursement for actual and necessary costs in the amount of $934.16;
(ii) payment by the Debtors of the foregoing amounts; and (iii) such other and further relief as the
Court deems just and proper.
[Remainder of Page Intentionally Left Blank]
12
Case 24-11217-BLS Doc 753 Filed 11/15/24 Page 13 of 13
Dated: November 15, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Patrick J. Reilley, Esq. (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)
Warren A. Usatine, Esq (admitted pro hac vice) Spencer A. Winters, P.C. (admitted pro hac vice)
Court Plaza North, 25 Main Street Yusuf U. Salloum (admitted pro hac vice)
Hackensack, New Jersey 07601 333 West Wolf Point Plaza
Telephone: (201) 489-3000 Chicago, Illinois 60654
Facsimile: (201) 489-1536 Telephone: (312) 862-2000
Email: msirota@coleschotz.com Facsimile: (312) 862-2200
wusatine@coleschotz.com Email: spencer.winters@kirkland.com
yusuf.salloum@kirkland.com
Co-Counsel to the Debtors Co-Counsel to the Debtors
and Debtors in Possession and Debtors in Possession
13
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