Vyaire - BDO First Interim Fee App (June to August 2024)

Summary

BDO USA, tax accountant for the debtors and debtors in possession, files the first interim fee application for June 9, 2024 through August 31, 2024, in the Vyaire Medical case, Case No. 24-11217 (BLS). It seeks compensation of $1,181,374.60 and expense reimbursement of $0.00, and lists Prior Interim Applications as None. The summary table of monthly fee periods shows totals of $945,099.68 in allowed fees and $236,274.92 in unpaid fees. The notice block lists a hearing date of December 11, 2024 and an objection deadline of November 21, 2024.

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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: December 11, 2024 at 11:00 a.m. (ET)
)
Objection Deadline: November 21, 2024 at 4:00 p.m. (ET)
SUMMARY OF FIRST INTERIM
FEE APPLICATION OF BDO USA, P.C., TAX ACCOUNTANT
FOR THE DEBTORS AND DEBTORS IN POSSESSION,
FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF
EXPENSES FOR THE PERIOD FROM JUNE 9, 2024 THROUGH AUGUST 31, 2024
Name of Applicant:
BDO USA, P.C.
Authorized to provide professional
services to:

Vyaire Medical, Inc., et al.
Date of retention:
August 7, 2024 (Effective as of June 9, 2024)
[Docket No. 366]
Period for which compensation
and reimbursement is sought:
June 9, 2024 through August 31, 2024
Amount of compensation sought as
actual, reasonable and necessary:

$1,181,374.60
Amount of expense reimbursement
sought as actual, reasonable and necessary: $0.00
This is a(n):
__  monthly _X_ interim ___ final application
Prior Interim Applications:

None
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 698    Filed 10/31/24    Page 1 of 12

SUMMARY OF FEES AND EXPENSES REQUESTED
Monthly Application
Requested Fees and
Expense
Allowed Fees and
Expenses
Unpaid Fees and
Expenses
Monthly Fee
Period,
Application
Docket No.,
and Date
Filed
CNO
Docket
No. and
Date Filed
Total Fees
Requested
Total
Expenses
Requested
Fees -
Amount
Allowed
Expenses -
Amount
Allowed
Unpaid
Fees
Unpaid
Expenses
06/09/24 –
06/30/24
Docket No.
479
08/28/24
Docket
No. 533
09/19/2024
$346,930.80
$0.00
$277,544.64
$0.00
$69,386.16
$0.00
07/01/24 –
07/31/24
Docket No.
512
09/09/24
Docket
No. 591
10/01/2024
$356,159.60
$0.00
$284,927.68
$0.00
$71,231.92
$0.00
08/01/24 –
08/31/24
Docket No.
579
09/27/24
Docket
No. 645
10/21/2024
$478,284.20
$0.00
$382,627.36
$0.00
$95,656.84
$0.00
TOTAL:
$1,181,374.60
$0.00
$945,099.68
$0.00
$236,274.92
$0.00
Case 24-11217-BLS    Doc 698    Filed 10/31/24    Page 2 of 12

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: December 11, 2024 at 11:00 a.m. (ET)
)
Objection Deadline: November 21, 2024 at 4:00 p.m. (ET)
FIRST INTERIM FEE APPLICATION OF BDO USA, P.C., TAX ACCOUNTANT
FOR THE DEBTORS AND DEBTORS IN POSSESSION,
FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF
EXPENSES FOR THE PERIOD FROM JUNE 9, 2024 THROUGH AUGUST 31, 2024
BDO USA, P.C. (the “Applicant” or “BDO”), tax accountant 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
first
interim
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”)2 for allowance of compensation for services
rendered and reimbursement of expenses for the period from June 9, 2024 through August 31,
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 such terms in the
Interim Compensation Order.
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2024 (the “Interim Fee Period”).  In support of this Application, BDO 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.
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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 BDO
9.
On July 9, 2024, the Debtors applied to the Court for an order authorizing the
retention and employment of BDO USA as Debtors’ tax accountant effective as of the Petition
Date.  See Docket No. 238.  On August 7, 2024, the Court entered an order authorizing such
retention.  See Docket No. 366.
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 beginning with the period ending on August 31, 2024, and at
three-month intervals thereafter, each of the Professionals may file and serve on the Application
Recipients an interim fee application (each, an “Interim Fee Application”) for compensation and
reimbursement of expenses sought in the Monthly Fee Statements served during such period.  See
Interim Compensation Order ¶ 2(e).  Application Recipients will have twenty-one (21) days after
service of an Interim Fee Application to object thereto (the “Interim Fee Application Objection
Case 24-11217-BLS    Doc 698    Filed 10/31/24    Page 5 of 12

6
Deadline”).  Id.  Provided that no objection to an Interim Fee Application is filed within Interim
Fee Application Objection Deadline, the Court, in its discretion, may approve an uncontested
Interim Fee Application without the need for a hearing upon the Professional’s filing of a
certificate of no objection.  Id. ¶ 2(f).  Upon allowance by the Court of a Professional’s Interim
Fee Application, the Debtors shall be authorized to promptly pay such Professional all allowed
fees (including the 20% holdback) and expenses not previously paid.  Id.
Relief Requested
11.
Pursuant to the Interim Compensation Order and section 331 of the Bankruptcy
Code, BDO is seeking compensation in the amount of $1,181,374.60 in fees for professional
services rendered by BDO during the Interim Fee Period.  This amount is derived solely from the
applicable hourly billing rates of BDO personnel who rendered such services to the Debtors.  In
addition, BDO is seeking reimbursement of expenses incurred during the Interim Fee Period in the
amount of $0.00.
Reasonable and Necessary Services
12.
Professionals of BDO USA have expended a total of 2,184.1 hours in connection
with this matter during the Interim Fee Period.
13.
The services for which BDO seeks compensation were, at the time rendered,
necessary for, beneficial to, and in the best interests of, the Debtors and the Debtors’ estates.  The
services rendered were consistently performed in a timely manner commensurate with the
complexity, importance and nature of the issues involved.  In accordance with the factors
enumerated in section 330 of the Bankruptcy Code, it is respectfully submitted that the amount
requested by Applicant is fair and reasonable given (a) the complexity of these cases, (b) the time
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expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e)
the costs of comparable services other than in a case under this title.
Notice
14.
BDO 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, BDO submits that no other or further notice is required.
No Prior Request
15.
No prior request for the relief sought in the Application has been made to this or
any other court.
Certification of Compliance and Waiver
16.
The undersigned representative of BDO 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
Local Rule 2016-2, BDO believes that such deviations are not material and respectfully requests
that any such requirements be waived.
Conclusion
WHEREFORE, BDO respectfully requests the Court enter an order (a) approving the
Interim Fee Application; (b) awarding BDO compensation for the Interim Fee Period in the amount
of $1,181,374.60 and reimbursement for actual and necessary expenses in the amount of $0.00;
(c) authorizing the payment of such sums to BDO pursuant to the Interim Compensation Order;
Case 24-11217-BLS    Doc 698    Filed 10/31/24    Page 7 of 12

8
and (d) granting such other and further relief as the Court may deem just and proper.
Dated: October 31, 2024
/s/ Kevin Wilkes

Kevin Wilkes
Tax Principal, Transaction Advisory Services
BDO USA, P.C.
200 Ottawa Avenue NW, Suite 300
Grand Rapids, MI 49503
kwilkes@bdo.com
Telephone: 616-774-7000
Facsimile:616-776-3680
Tax Accountant for the Debtors
and Debtors-in-Possession
Case 24-11217-BLS    Doc 698    Filed 10/31/24    Page 8 of 12

VYAIRE MEDICAL, INC., ET AL.
BUDGET AND BILLING BY PROJECT CATEGORY
JUNE 9, 2024 THROUGH AUGUST 31, 2024
Project Category
Monthly Hours
Monthly Fees
Federal Income Tax Returns/Extensions
 770.9
$296,533.60
Unclaimed Property
 0.6
374.40
Fee Apps and Retention
 102.5
48,668.00
Administrative
 0.7
386.40
State Income Tax Returns/Extensions
 314.7
124,609.60
Schedule M
 45.3
18,452.40
Transfer Pricing
 7.4
7,064.00
Tax Consulting
 942.0
685,286.20
TOTAL:
2,184.1
$1,181,374.60
Case 24-11217-BLS    Doc 698    Filed 10/31/24    Page 9 of 12

SUMMARY OF BILLING BY PROFESSIONAL
JUNE 9, 2024 THROUGH AUGUST 31, 2024
Professional
Position
Hours
Hourly Rate
Amount
Doug Bekker
Partner, NTO
4.9
$1,150.00
$5,635.00
Michael Masciangelo
Principal, CTS
2.0
1,150.00
2,300.00
Doug Chestnut
Managing Director, NTO
20.2
982.81
19,852.80
Rich Liebman
Managing Director, NTO
215.3
978.42
210,652.80
Zach Meyers
Managing Director, NTO
2.7
782.81
2,113.60
Cathy Stopyra
Managing Director, NTO
0.3
960.00
288.00
Kevin Wilkes
Principal, TAS
89.6
960.00
86,016.00
Annie Lee
Principal, ITS
26.2
793.13
20,780.00
Connie Cunningham
Principal, CTS
1.2
820.00
984.00
Keith Mannor
Principal, CTS
3.2
813.75
2,604.00
Micscha van der
Kamp
Principal, Transfer Pricing
 0.9
820.00
738.00
Kevin Ainsworth
Principal, CTS
2.5
780.00
1,950.00
Jesal Patel
Managing Director, Transfer
Pricing
 1.7
760.00
1,292.00
Randi Miller
Managing Director, CTS
57.7
686.68
39,621.20
Eric Tal
Senior Manager, TAS
0.5
680.00
340.00
Lucy Germano
Director, TAS
32.9
701.52
23,080.00
Sara Anderson
Senior Manager, Transfer
Pricing
 3.0
656.00
1,968.00
Greg Poci
Experienced Manager, SALT
110.0
603.27
66,360.00
Jesse Hooker
Manager, TAS
27.7
517.79
14,342.80
Alina Pierce
Manager, TAS
389.4
640.00
249,216.00
Sue Bazzy
Senior Manager, ITS
52.8
624.00
32,947.20
Tim Goodyear
Senior Manager, SALT
0.6
624.00
374.40
John Gifford
Senior Manager, ASC740
97.0
600.56
58,254.40
Hannah Hobson
Experienced Senior, TAS
129.5
552.00
71,484.00
Melody Song
Experienced Senior, TAS
14.1
552.00
7,783.20
Nicole Roche
Manager, NTO
5.7
530.74
3,025.20
Ryan Keating
Senior, TAS
4.6
484.00
2,226.40
Bianca Pappalardo
Senior, TAS
7.5
484.00
3,630.00
Eddie Mason
Experienced Senior, NTO
83.8
454.26
38,067.20
Dante Petrone
Experienced Senior, ITS
103.4
452.00
46,736.80
Nick Zavis
Senior, SALT
43.3
288.61
12,496.80
Jon Morici
Experienced Senior, CTS
72.0
332.22
23,920.00
Kelsee Schofield
Senior, SALT
89.5
235.93
21,115.60
Ryan Lilly
Experienced Associate,
SALT
 140.1
261.64
36,656.40
Kassandra Gillis
Experienced Associate, ITS
58.6
272.00
15,939.20
Maxwell Kueppers
Associate, Transfer Pricing
0.5
260.00
130.00
Bryce Bertler
Associate, ITS
32.4
248.00
8,035.20
Case 24-11217-BLS    Doc 698    Filed 10/31/24    Page 10 of 12

2
Djan Hinov
Associate, SALT
11.9
248.00
2,951.20
Tom O'Callaghan
Associate, CTS
5.1
232.00
1,183.20
Jared Schierbaum
Senior Associate, BRS
28.0
220.00
6,160.00
Emmitt Karrels
Intern, ITS
119.3
180.00
21,474.00
Blake Peiffer
Intern, ITS
92.5
180.00
16,650.00
TOTAL:
2,184.1
$1,181,374.60
Blended Rate:
$540.90
Case 24-11217-BLS    Doc 698    Filed 10/31/24    Page 11 of 12

VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY EXPENSE CATEGORY
JUNE 9, 2024 THROUGH AUGUST 31, 2024
There are No Expenses for Interim Fee Period
Case 24-11217-BLS    Doc 698    Filed 10/31/24    Page 12 of 12

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