Kirkland & Ellis Fourth Monthly Fee Application (September 2024) — In re Vyaire Medical

Summary

Kirkland & Ellis LLP and Kirkland & Ellis International LLP, attorneys for the Debtors and Debtors in Possession, submit this fourth monthly fee application for September 1, 2024, through September 30, 2024. The cover summary lists compensation of $1,082,659.60 (80 percent of $1,353,324.50) and states that K&E voluntarily reduced its fees by $16,597.00. The retention date is August 5, 2024, effective as of June 9, 2024. The project category table lists Asset Sales/Section 363 Issues at 493.10 hours and $679,253.50. A declaration of Spencer A. Winters is dated November 20, 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: December 11, 2024, at 4:00 p.m. (ET)

SUMMARY OF FOURTH MONTHLY
FEE APPLICATION OF KIRKLAND & ELLIS LLP AND
KIRKLAND & ELLIS INTERNATIONAL LLP, ATTORNEYS FOR
THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD
FROM SEPTEMBER 1, 2024, THROUGH AND INCLUDING SEPTEMBER 30, 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:

September 1, 2024, through September 30, 2024
Amount of Compensation sought as actual,
reasonable and necessary:

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

$1,082,659.60 (80 percent of $ $1,353,324.50)2

$7,859.333
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 $16,597.00 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 $206.56 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 758    Filed 11/20/24    Page 1 of 14

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
$1,875,844.00
$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
$2,796,646.00
$33,951.83
October 9, 2024
[Docket No. 615]
August 1, 2024 –
August 31, 2024
$2,794,772.80 (80% of
$3,493,466.00)
$6,007.31
$2,782,207.53
$6,007.31
November 13, 2024
[Docket No. 742]
June 9, 2024 –
August 31, 2024
$1,854,922.79 (20%
holdback less write-off)
$0
---
N/A
Total
$9,322,185.59
$65,000.23
$7,454,697.53
$65,000.23

Summary of Hours by Professional Billed From
September 1, 2024, through September 30, 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
1.50
$1,897.50
Chris Ceresa
Associate
Restructuring
2020
$1,395.00
119.80
$167,121.00
Tiffani Chanroo
Associate
Restructuring
2021
$1,345.00
57.00
$76,665.00
Erica D. Clark
Associate
Restructuring
2019
$1,595.00
0.60
$957.00
Erin Davey
Associate
ECEB -
Labor/Employment
2023
$975.00
5.80
$5,655.00
Jaina Desai
Associate
Restructuring
2023
$975.00
30.50
$29,737.50
Luke Finn
Associate
Corporate -
M&A/Private
Equity
2021
$1,345.00
103.70
$139,476.50
Justin M.
Garfinkle
Associate
Technology & IP
Transactions
2022
$1,095.00
2.40
$2,628.00
Case 24-11217-BLS    Doc 758    Filed 11/20/24    Page 2 of 14

3
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Emanuel Goetz
Associate
Taxation
2024
$750.00
17.30
$12,975.00
Palmer
Gunderson
Associate
Taxation
2023
$995.00
50.90
$50,645.50
David Hackel
Associate
Restructuring
2023
$1,095.00
9.40
$10,293.00
Olivia Kaufmann
Associate
Corporate -
Healthcare
2023
$1,095.00
3.50
$3,832.50
Sooah Kim
Associate
ECEB - Employee
Benefits
2022
$1,095.00
1.90
$2,080.50
Sabrina
Lieberman
Associate
Restructuring
2023
$975.00
31.30
$30,517.50
Ruan J. Meintjes
Associate
Corporate -
Healthcare
2022
$1,095.00
6.70
$7,336.50
Jai Mudhar
Associate
Restructuring
2022
$1,345.00
13.30
$17,888.50
Trent Nachbar
Associate
Corporate -
M&A/Private
Equity
2022
$1,265.00
15.80
$19,987.00
Dan O'Connor
Associate
Corporate -
M&A/Private
Equity
2021
$1,345.00
17.50
$23,537.50
Sarah Osborne
Associate
Restructuring
2023
$975.00
4.40
$4,290.00
Carolin Paus
Associate
Restructuring
2023
$750.00
40.20
$30,150.00
Joshua Raphael
Associate
Restructuring
2023
$1,095.00
60.70
$66,466.50
Adrian Salmen
Associate
Restructuring
2021
$1,265.00
6.60
$8,349.00
Seth Sanders
Associate
Restructuring
2021
$1,265.00
4.50
$5,692.50
Case 24-11217-BLS    Doc 758    Filed 11/20/24    Page 3 of 14

4
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Scottie
Shermetaro
Associate
Technology & IP
Transactions
2018
$1,575.00
10.40
$16,380.00
Alex Stephenson
Associate
Taxation
2022
$1,175.00
2.60
$3,055.00
Kyle Nolan
Trevett
Associate
Restructuring
2020
$1,265.00
1.80
$2,277.00
Paul Vasiloff
Associate
ECEB -
Labor/Employment
2021
$1,345.00
6.20
$8,339.00
Donatus Wang
Associate
Restructuring
2022
$960.00
15.20
$14,592.00
Quin Wetzel
Associate
Restructuring
2023
$975.00
11.40
$11,115.00
Ann-Kathrin
Ziegler
Associate
Restructuring
2018
$1,070.00
8.80
$9,416.00
Hendrik Braun
Partner
Corporate -
M&A/Private
Equity
2010
$1,145.00
3.50
$4,007.50
Bernadette
Coppola
Partner
Technology & IP
Transactions
2013
$1,575.00
3.00
$4,725.00
Hannah Crawford
Partner
Restructuring
2015
$1,595.00
4.40
$7,018.00
Sion Davies
Partner
Antitrust/Competitio
n
2016
$1,575.00
0.60
$945.00
Tabitha J. De
Paulo
Partner
Litigation - General
2015
$1,435.00
3.40
$4,879.00
Anthony M. Del
Rio
Partner
Corporate -
Healthcare
2014
$1,595.00
1.40
$2,233.00
Michael Ehret
Partner
Taxation
2001
$1,895.00
32.80
$62,156.00
Kate Hardey
Partner
Corporate -
Healthcare
2003
$1,995.00
19.20
$38,304.00
Case 24-11217-BLS    Doc 758    Filed 11/20/24    Page 4 of 14

5
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Partha Kar
Partner
Restructuring
2002
$2,305.00
0.50
$1,152.50
Alisa Melekhina
Partner
Litigation - General
2015
$1,595.00
0.70
$1,116.50
Maureen D.
O'Brien
Partner
ECEB - Employee
Benefits
1998
$2,115.00
7.40
$15,651.00
Scott D. Price,
P.C.
Partner
ECEB - Executive
Compensation
1998
$2,245.00
0.50
$1,122.50
Jay M. Ptashek,
P.C.
Partner
Corporate - Debt
Finance
1993
$2,245.00
1.00
$2,245.00
Risa Salins
Partner
ECEB -
Labor/Employment
2002
$2,115.00
13.00
$27,495.00
Yusuf Salloum
Partner
Restructuring
2018
$1,595.00
32.70
$52,156.50
Anna Schwander
Partner
Corporate - Capital
Markets
2002
$1,315.00
18.70
$24,590.50
Paul D. Tanaka,
P.C.
Partner
Environment -
Transactional
2003
$2,115.00
0.60
$1,269.00
Steve Toth
Partner
Corporate -
M&A/Private
Equity
2005
$1,820.00
91.00
$165,620.00
Sarah Ullathorne
Partner
Restructuring
2004
$1,575.00
1.80
$2,835.00
Nicholas Warther
Partner
Taxation
2017
$1,665.00
43.60
$72,594.00
Cristina Weidner
Partner
Restructuring
2005
$1,665.00
5.10
$8,491.50
Spencer A.
Winters, P.C.
Partner
Restructuring
2013
$1,685.00
16.70
$28,139.50
Sara B.
Zablotney, P.C.
Partner
Taxation
2003
$2,445.00
16.00
$39,120.00
Case 24-11217-BLS    Doc 758    Filed 11/20/24    Page 5 of 14

6
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Totals
979.30
$1,351,219.00

Summary of Hours by Paraprofessionals Billed in Interim Fee Period
Professional Name
Position
Department
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Tanzila Zomo
Junior
Paralegal
Restructuring
$355.00
4.60
$1,633.00
Julia R. Foster
Paralegal
Restructuring
$525.00
0.90
$472.50
Totals
5.50
$2,105.50

Case 24-11217-BLS    Doc 758    Filed 11/20/24    Page 6 of 14

7

Compensation By Project Category
September 1, 2024, through September 30, 2024

Matter
Number
Project Category Description
Total Hours
Total Fees
5
Corporate & Governance Matters
33.40
$46,564.00
6
Disclosure Statement/Plan/Confirmation
157.20
$205,240.50
7
DIP Financing and Cash Collateral
3.00
$3,815.00
10
Asset Sales/Section 363 Issues: Use, Sale &
Disposition of Property
493.10
$679,253.50
11
Executory Contracts & Unexpired Leases
10.00
$14,052.50
12
Business Operations
27.00
$40,634.50
18
Insurance and Surety Matters
29.10
$46,107.00
20
Tax Matters
74.90
$107,726.00
21
Case Administration
24.90
$32,923.00
22
Retention - K&E
87.80
$100,920.00
23
Retention - Non-K&E
2.40
$3,108.00
24
Vendor Matters
4.00
$6,135.50
25
Litigation
4.00
$6,813.00
28
Creditors’ Committee Matters
3.40
$4,963.00
29
Employee and Labor Matters
30.60
$55,069.00
Total
984.80
$1,353,324.50
Case 24-11217-BLS    Doc 758    Filed 11/20/24    Page 7 of 14

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

$51.20
Color Copies or Prints

$304.70
Local Transportation

$212.99
Airfare

$1,097.62
Transportation to/from airport

$1,239.88
Outside Printing Services

$1,771.48
Working Meals/K&E Only

$0.00
Computer Database Research

$1,129.00
Westlaw Research

$331.15
LexisNexis Research

$1,348.49
Overtime Transportation

$275.54
Overtime Meals - Attorney

$86.38
Computer Database Research - Soft

$10.90
Total
$7,859.33
Case 24-11217-BLS    Doc 758    Filed 11/20/24    Page 8 of 14

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: December 11, 2024, at 4:00 p.m. (ET)
FOURTH MONTHLY FEE APPLICATION OF KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP, ATTORNEYS FOR
THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD
FROM SEPTEMBER 1, 2024, THROUGH AND INCLUDING SEPTEMBER 30, 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 758    Filed 11/20/24    Page 9 of 14

10

$1,082,659.60 (80% of $1,353,324.50) for the reasonable and necessary legal services K&E
rendered to the Debtors from September 1, 2024 through September 30, 2024 (the “Fee Period”);
and (ii) reimbursement for the actual and necessary expenses that K&E incurred, in the amount of
$7,859.33 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 $1,353,324.50 in fees during the Fee Period.
Pursuant to this Monthly Fee Statement, K&E seeks reimbursement for 80% of
such fees ($1,082,659.60 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 984.80 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 758    Filed 11/20/24    Page 10 of 14

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 758    Filed 11/20/24    Page 11 of 14

WHEREFORE, K&E requests allowance of its fees and expenses incurred during the
Fee Period in the total amount of $1,090,518.93 consisting of (a) $1,082,659.60, which is 80% of
the fees incurred by the Debtors for reasonable and necessary professional services rendered by
K&E; and (b) $7,859.33 for actual and necessary costs and expenses, and that such fees and
expenses be paid as administrative expenses of the Debtors’ estates.

Dated: November 20, 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 758    Filed 11/20/24    Page 12 of 14

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)

)

VERIFICATION OF SPENCER A. WINTERS

I, Spencer A. Winters, hereby declare the following under penalty of perjury:
1.
I am the president of Spencer A. Winters, P.C., a partner of the law firm of
Kirkland & Ellis LLP, located at 333 West Wolf Point Plaza, Chicago, Illinois 60654.  I am a
member in good standing of the Bar of the State of Illinois, and I have been admitted to practice
in United States District Court for the Northern District of Illinois, and I have been admitted pro
hac vice to practice in the United States Bankruptcy Court for the District of Delaware.  There are
no disciplinary proceedings pending against me.
2.
I have personally performed many of the legal services rendered by
Kirkland & Ellis LLP as general bankruptcy counsel to the Debtors and am familiar with all other
work performed on behalf of the Debtors by the lawyers and other persons in the firm.
3.
The facts set forth in the foregoing Monthly Fee Statement are true and correct to
the best of my knowledge, information, and belief.
4.
I have reviewed Rule 2016-2 of the Local Rules of Bankruptcy Practice and
Procedures of the United States Bankruptcy Court for the District of Delaware and believe that the
Monthly Fee Statement for Kirkland & Ellis LLP complies with Rule 2016-2.

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 758    Filed 11/20/24    Page 13 of 14

5.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing
is true and correct.
Respectfully submitted,
Dated: November 20, 2024
/s/ Spencer A. Winters
Spencer A. Winters
as President of Spencer A. Winters, P.C.,
as Partner of Kirkland & Ellis LLP; and
as Partner of Kirkland & Ellis International LLP
Case 24-11217-BLS    Doc 758    Filed 11/20/24    Page 14 of 14

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