Kirkland & Ellis Sixth Monthly Fee Application (November 2024) — In re Vyaire Medical

Summary

Kirkland & Ellis LLP and Kirkland & Ellis International LLP, attorneys for the debtors and debtors in possession in the Vyaire Medical, Inc. chapter 11 case, file the sixth monthly fee application for November 1, 2024, through November 14, 2024. The summary sought $503,096.80 (80 percent of $628,871.00) in compensation, with a footnote stating that K&E voluntarily reduced its fees by $7,946.00 and does not seek payment of those fees. A table of hours by professional prints totals of 464.60 hours and $626,336.50 for attorneys. The objection deadline is January 8, 2025, at 4:00 p.m. (ET), and the application is dated December 18, 2024 with the signature /s/ Spencer A. Winters.

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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: January 8, 2025, at 4:00 p.m. (ET)

SUMMARY OF SIXTH MONTHLY
FEE APPLICATION OF KIRKLAND & ELLIS LLP AND
KIRKLAND & ELLIS INTERNATIONAL LLP, ATTORNEYS FOR
THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD
FROM NOVEMBER 1, 2024, THROUGH AND INCLUDING NOVEMBER 14, 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:

November 1, 2024, through November 14, 2024
Amount of Compensation sought as actual,
reasonable and necessary:

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

$503,096.80 (80 percent of $628,871.00)2

$538.323
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 $7,946.00 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 $227.04 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 847    Filed 12/18/24    Page 1 of 12

2
Prior Monthly 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
$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
$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
$6,007.31
$2,782,207.53
$6,007.31
November 20,
2024
[Docket No. 758]
September 1, 2024
– September 30,
2024
$1,082,659.60
$7,859.33
$1,082,659.60
$7,859.33
December 6, 2024
[Docket No. 823]
October 1, 2024 –
October 31, 2024
$811,020.80
$3,957.43
--
--
Total
$9,360,943.20
$76,816.99
$8,537,357.13
$72,859.56

Summary of Hours by Professional Billed From
November 1, 2024, through November 14, 2024

Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Chris Ceresa
Associate
Restructuring
2020
$1,395.00
1.90
$2,650.50
Tiffani Chanroo
Associate
Restructuring
2021
$1,345.00
50.40
$67,788.00
Luke Finn
Associate
Corporate -
M&A/Private
Equity
2021
$1,345.00
5.80
$7,801.00
Justin M.
Garfinkle
Associate
Technology &
IP
Transactions
2022
$1,095.00
2.30
$2,518.50
Emanuel Goetz
Associate
Taxation
2024
$750.00
26.20
$19,650.00
Palmer
Gunderson
Associate
Taxation
2023
$995.00
4.20
$4,179.00
Sabrina
Lieberman
Associate
Restructuring
2023
$975.00
58.30
$56,842.50
Case 24-11217-BLS    Doc 847    Filed 12/18/24    Page 2 of 12

3
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Dan O'Connor
Associate
Corporate -
M&A/Private
Equity
2021
$1,345.00
49.20
$66,174.00
Carolin Paus
Associate
Restructuring
2023
$750.00
28.90
$21,675.00
Seth Sanders
Associate
Restructuring
2021
$1,265.00
32.50
$41,112.50
Donatus Wang
Associate
Restructuring
2022
$960.00
1.60
$1,536.00
Ali Mohammad
Zarrabi
Associate
Corporate -
M&A/Private
Equity
2022
$1,095.00
23.60
$25,842.00
Hendrik Braun
Partner
Corporate -
M&A/Private
Equity
2010
$1,145.00
3.40
$3,893.00
Bernadette
Coppola
Partner
Technology &
IP
Transactions
2013
$1,575.00
0.60
$945.00
Hannah
Crawford
Partner
Restructuring
2015
$1,595.00
1.00
$1,595.00
Michael Ehret
Partner
Taxation
2001
$1,895.00
46.20
$87,549.00
Susan D.
Golden
Partner
Restructuring
1988
$1,600.00
5.80
$9,280.00
Kate Hardey
Partner
Corporate -
Healthcare
2003
$1,995.00
0.40
$798.00
William T.
Pruitt
Partner
Litigation -
General
2009
$1,695.00
1.00
$1,695.00
Yusuf Salloum
Partner
Restructuring
2018
$1,595.00
71.20
$113,564.00
Scottie
Shermetaro
Partner
Technology &
IP
Transactions
2018
$1,575.00
3.20
$5,040.00
Steve Toth
Partner
Corporate -
M&A/Private
Equity
2005
$1,820.00
38.80
$70,616.00
Case 24-11217-BLS    Doc 847    Filed 12/18/24    Page 3 of 12

4
Attorney Name
Position
Department
Date of
Admission
Hourly
Billing Rate
In this
Application
Hours Billed
In this
Application
Fees Billed
In this
Application
Nicholas
Warther
Partner
Taxation
2017
$1,665.00
0.40
$666.00
Cristina
Weidner
Partner
Restructuring
2005
$1,665.00
2.40
$3,996.00
Spencer A.
Winters, P.C.
Partner
Restructuring
2013
$1,685.00
5.30
$8,930.50
Totals
464.60
$626,336.50

Summary of Hours by Paraprofessionals Billed in 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
6.40
$2,272.00
Amy Donahue
Paralegal
Restructuring
$525.00
0.50
$262.50
Totals
6.90
$2,534.50

Case 24-11217-BLS    Doc 847    Filed 12/18/24    Page 4 of 12

5
Compensation By Project Category
November 1, 2024, through November 14, 2024

Matter
Number
Project Category Description
Total Hours
Total Fees
5
Corporate & Governance Matters
16.30
$16,930.00
6
Disclosure Statement/Plan/Confirmation
156.50
$202,401.00
7
DIP Financing and Cash Collateral
0.10
$97.50
10
Asset Sales/Section 363 Issues
192.40
$258,573.00
12
Business Operations
0.10
$97.50
17
Hearings
5.70
$8,212.50
18
Insurance and Surety Matters
17.20
$23,065.00
20
Tax Matters
39.50
$64,547.50
21
Case Administration
6.20
$6,549.00
22
Retention - K&E
31.30
$38,594.50
29
Employee and Labor Matters
6.20
$9,803.50
Total
471.50
$628,871.00
Case 24-11217-BLS    Doc 847    Filed 12/18/24    Page 5 of 12

6
Expense Summary
Expense
Unit Cost
(if applicable)
Amount
Standard Copies or Prints

$8.90
Color Copies or Prints

$55.55
Computer Database Research

$337.00
Overtime Transportation

$117.15
Overtime Meals - Attorney

$19.72
Document Services Overtime

$0.00
Total
$538.32
Case 24-11217-BLS    Doc 847    Filed 12/18/24    Page 6 of 12

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

VYAIRE MEDICAL, INC., et al.,1

Debtors.

)
)
Chapter 11
)
)
Case No. 24-11217 (BLS)
)
)
(Jointly Administered)
)
)
Obj. Deadline: January 8, 2025, at 4:00 p.m. (ET)

SIXTH MONTHLY FEE APPLICATION OF KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP, ATTORNEYS FOR
THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE PERIOD
FROM NOVEMBER 1, 2024, THROUGH AND INCLUDING NOVEMBER 14, 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 847    Filed 12/18/24    Page 7 of 12

2

$503,096.80 (80% of $628,871.00) for the reasonable and necessary legal services K&E rendered to
the Debtors from November 1, 2024 through November 14, 2024 (the “Fee Period”); and
(ii) reimbursement for the actual and necessary expenses that K&E incurred, in the amount of
$538.32 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 $628,871.00 in fees during the Fee Period.  Pursuant
to this Monthly Fee Statement, K&E seeks reimbursement for 80% of such fees
($503,096.80 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 471.50 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 847    Filed 12/18/24    Page 8 of 12

3

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 847    Filed 12/18/24    Page 9 of 12

WHEREFORE, K&E requests allowance of its fees and expenses incurred during the
Fee Period in the total amount of $503,635.12 consisting of (a) $503,096.80, which is 80% of the
fees incurred by the Debtors for reasonable and necessary professional services rendered by K&E;
and (b) $538.32 for actual and necessary costs and expenses, and that such fees and expenses be
paid as administrative expenses of the Debtors’ estates.
Dated: December 18, 2024

Wilmington, Delaware

/s/ Patrick J. Reilley

KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP

Joshua A. Sussberg, P.C. (admitted pro hac vice)
COLE SCHOTZ P.C.
Patrick J. Reilley (No. 4451)
500 Delaware Avenue, Suite 1410
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

4
Case 24-11217-BLS    Doc 847    Filed 12/18/24    Page 10 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)

)

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 847    Filed 12/18/24    Page 11 of 12

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 18, 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
2
Case 24-11217-BLS    Doc 847    Filed 12/18/24    Page 12 of 12

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