In re Vyaire Medical — Kirkland & Ellis Fifth Monthly Fee Application (October 2024)
- Date
- 2024-12-27
Summary
The fifth monthly fee application of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, attorneys for the debtors and debtors in possession in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), filed December 6, 2024 as Doc 823 in the U.S. Bankruptcy Court for the District of Delaware. It seeks compensation of $811,020.80 (80 percent of $1,013,776.00) and expense reimbursement of $3,957.43 for the period October 1, 2024 through October 31, 2024, a total of $814,978.23. The application states the firm voluntarily reduced its fees by $19,354.75 and its expenses by $425.20 for that period. It includes schedules of hours by professional, compensation by project category, an expense summary and a table of prior applications, reporting 704.90 hours. The 13-page filing carries a verification by a partner of the firm and lists an objection deadline of December 27, 2024.
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Case 24-11217-BLS Doc 823 Filed 12/06/24 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)
)
) Obj. Deadline: December 27, 2024, at 4:00 p.m. (ET)
SUMMARY OF FIFTH MONTHLY
FEE APPLICATION OF KIRKLAND & ELLIS LLP AND
KIRKLAND & ELLIS INTERNATIONAL LLP, ATTORNEYS FOR
THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD
FROM OCTOBER 1, 2024, THROUGH AND INCLUDING OCTOBER 31, 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 October 1, 2024, through October 31, 2024
and reimbursement is sought:
Amount of Compensation sought as actual, $811,020.80 (80 percent of $1,013,776.00)2
reasonable and necessary:
Amount of Expense reimbursement sought as
Actual, reasonable, and necessary: $3,957.433
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 $19,354.75 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 $425.20 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 823 Filed 12/06/24 Page 2 of 13
Prior Applications
Requested Approved
Date Filed;
Period Covered Fees Expenses Fees Expenses
Docket No.
August 30, 2024 June 9, 2024 – June $1,875,844.00 (80%
$25,041.09 $1,875,844.00 $25,041.09
[Docket No. 489] 30, 2024 of $2,344,805.00)
October 3, 2024 July 1, 2024 – July $2,796,646.00 (80%
$33,951.83 $2,796,646.00 $33,951.83
[Docket No. 604] 31, 2024 of $3,495,807.50)
October 9, 2024 August 1, 2024 – $2,794,772.80 (80%
$6,007.31 $2,782,207.53 $6,007.31
[Docket No. 615] August 31, 2024 of $3,493,466.00)
November 13, $1,854,922.79 (20%
June 9, 2024 –
2024 holdback less write- $0 --- N/A
August 31, 2024
[Docket No. 742] off)
November 20, September 1, 2024
$1,082,659.60 (80%
2024 – September 30, $7,859.33 --- ---
$1,353,324.50)
[Docket No. 758] 2024
Total $10,404,845.20 $72,859.56 $7,454,697.53 $65,000.23
Summary of Hours by Professional Billed From
October 1, 2024, through October 31, 2024
Hourly
Hours Billed Fees Billed
Date of Billing Rate
Attorney Name Position Department In this In this
Admission In this
Application Application
Application
Chris Ceresa Associate Restructuring 2020 $1,395.00 17.10 $23,854.50
Tiffani Chanroo Associate Restructuring 2021 $1,345.00 23.70 $31,876.50
Corporate -
Luke Finn Associate M&A/Private 2021 $1,345.00 106.10 $142,704.50
Equity
Technology &
Justin M.
Associate IP 2022 $1,095.00 8.00 $8,760.00
Garfinkle
Transactions
Emanuel Goetz Associate Taxation 2024 $750.00 16.20 $12,150.00
Palmer
Associate Taxation 2023 $995.00 37.70 $37,511.50
Gunderson
Sabrina
Associate Restructuring 2023 $975.00 35.50 $34,612.50
Lieberman
2
Case 24-11217-BLS Doc 823 Filed 12/06/24 Page 3 of 13
Hourly
Hours Billed Fees Billed
Date of Billing Rate
Attorney Name Position Department In this In this
Admission In this
Application Application
Application
Ruan J. Corporate -
Associate 2022 $1,095.00 5.20 $5,694.00
Meintjes Healthcare
Corporate -
Trent Nachbar Associate M&A/Private 2022 $1,265.00 0.20 $253.00
Equity
Corporate -
Dan O'Connor Associate M&A/Private 2021 $1,345.00 23.70 $31,876.50
Equity
Carolin Paus Associate Restructuring 2023 $750.00 36.70 $27,525.00
Joshua Raphael Associate Restructuring 2023 $1,095.00 0.90 $985.50
Adrian Salmen Associate Restructuring 2021 $1,265.00 0.90 $1,138.50
Donatus Wang Associate Restructuring 2022 $960.00 20.20 $19,392.00
Corporate -
Ali Mohammad
Associate M&A/Private 2022 $1,095.00 7.60 $8,322.00
Zarrabi
Equity
Corporate -
Hendrik Braun Partner M&A/Private 2010 $1,145.00 3.00 $3,435.00
Equity
Technology &
Bernadette
Partner IP 2013 $1,575.00 7.90 $12,442.50
Coppola
Transactions
Hannah
Partner Restructuring 2015 $1,595.00 15.30 $24,403.50
Crawford
Anthony M. Del Corporate -
Partner 2014 $1,595.00 2.10 $3,349.50
Rio Healthcare
Michael Ehret Partner Taxation 2001 $1,895.00 56.20 $106,499.00
Susan D.
Partner Restructuring 1988 $1,600.00 0.50 $800.00
Golden
Corporate -
Kate Hardey Partner 2003 $1,995.00 9.90 $19,750.50
Healthcare
3
Case 24-11217-BLS Doc 823 Filed 12/06/24 Page 4 of 13
Hourly
Hours Billed Fees Billed
Date of Billing Rate
Attorney Name Position Department In this In this
Admission In this
Application Application
Application
Corporate -
Maximilian
Partner M&A/Private 2017 $1,070.00 1.00 $1,070.00
Liegl
Equity
Corporate -
Sean McClay Partner 2018 $1,575.00 3.20 $5,040.00
Debt Finance
William T. Litigation -
Partner 2009 $1,695.00 1.70 $2,881.50
Pruitt General
Yusuf Salloum Partner Restructuring 2018 $1,595.00 61.30 $97,773.50
Corporate -
Anna
Partner Capital 2002 $1,315.00 1.10 $1,446.50
Schwander
Markets
Technology &
Scottie
Partner IP 2018 $1,575.00 17.50 $27,562.50
Shermetaro
Transactions
Josh Sussberg,
Partner Restructuring 2004 $2,305.00 0.20 $461.00
P.C.
Corporate -
Steve Toth Partner M&A/Private 2005 $1,820.00 125.50 $228,410.00
Equity
Nicholas
Partner Taxation 2017 $1,665.00 16.20 $26,973.00
Warther
Cristina
Partner Restructuring 2005 $1,665.00 18.60 $30,969.00
Weidner
Spencer A.
Partner Restructuring 2013 $1,685.00 7.80 $13,143.00
Winters, P.C.
Sara B.
Partner Taxation 2003 $2,445.00 5.90 $14,425.50
Zablotney, P.C.
Ann-Kathrin
Partner Restructuring 2018 $1,070.00 3.20 $3,424.00
Ziegler
Totals 697.80 $1,010,915.50
4
Case 24-11217-BLS Doc 823 Filed 12/06/24 Page 5 of 13
Summary of Hours by Paraprofessionals Billed in Interim Fee Period
Hourly
Hours Billed Fees Billed
Billing Rate
Professional Name Position Department In this In this
In this
Application Application
Application
Junior Litigation -
Stephanie Choi $355.00 1.20 $426.00
Paralegal General
Junior
Tanzila Zomo Restructuring $355.00 3.90 $1,384.50
Paralegal
Amy Donahue Paralegal Restructuring $525.00 2.00 $1,050.00
Totals 7.10 $2,860.50
5
Case 24-11217-BLS Doc 823 Filed 12/06/24 Page 6 of 13
Compensation By Project Category
October 1, 2024, through October 31, 2024
Matter
Project Category Description Total Hours Total Fees
Number
5 Corporate & Governance Matters 37.80 $44,407.00
6 Disclosure Statement/Plan/Confirmation 47.90 $63,678.50
7 DIP Financing and Cash Collateral 7.60 $10,791.00
8 Cash Management 1.20 $1,170.00
10 Asset Sales/Section 363 Issues 411.30 $609,876.00
11 Executory Contracts & Unexpired Leases 0.50 $635.50
12 Business Operations 19.10 $30,992.50
18 Insurance and Surety Matters 20.00 $36,987.50
20 Tax Matters 104.60 $150,356.00
21 Case Administration 9.90 $12,220.50
22 Retention – K&E 45.00 $52,661.50
Total 704.90 $1,013,776.00
6
Case 24-11217-BLS Doc 823 Filed 12/06/24 Page 7 of 13
Expense Summary
Unit Cost
Expense Amount
(if applicable)
Standard Copies or Prints $16.30
Color Copies or Prints $50.60
Local Transportation $254.13
Travel Expense $360.80
Airfare $1,556.62
Transportation to/from airport $324.35
Travel Meals $178.00
Outside Retrieval Service $1.83
Computer Database Research $23.76
Westlaw Research $729.90
LexisNexis Research $131.05
Overtime Transportation $234.22
Overtime Meals - Attorney $95.87
Total $3,957.43
7
Case 24-11217-BLS Doc 823 Filed 12/06/24 Page 8 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)
)
) Obj. Deadline: December 27, 2024, at 4:00 p.m. (ET)
FIFTH MONTHLY FEE APPLICATION OF KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP, ATTORNEYS FOR
THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD
FROM OCTOBER 1, 2024, THROUGH AND INCLUDING OCTOBER 31, 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 823 Filed 12/06/24 Page 9 of 13
$811,020.80 (80% of $1,013,776.00) for the reasonable and necessary legal services K&E
rendered to the Debtors from October 1, 2024 through October 31, 2024 (the “Fee Period”); and
(ii) reimbursement for the actual and necessary expenses that K&E incurred, in the amount of
$3,957.43 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 $1,013,776.00 in fees during the Fee Period.
Pursuant to this Monthly Fee Statement, K&E seeks reimbursement for 80% of
such fees ($811,020.80 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 704.90 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.
9
Case 24-11217-BLS Doc 823 Filed 12/06/24 Page 10 of 13
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]
10
Case 24-11217-BLS Doc 823 Filed 12/06/24 Page 11 of 13
WHEREFORE, K&E requests allowance of its fees and expenses incurred during the
Fee Period in the total amount of $814,978.23 consisting of (a) $811,020.80, which is 80% of the
fees incurred by the Debtors for reasonable and necessary professional services rendered by K&E;
and (b) $3,957.43 for actual and necessary costs and expenses, and that such fees and expenses be
paid as administrative expenses of the Debtors’ estates.
Dated: December 6, 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 823 Filed 12/06/24 Page 12 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)
)
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 823 Filed 12/06/24 Page 13 of 13
5. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing
is true and correct.
Respectfully submitted,
Dated: December 6, 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
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