Fee Examiner — Fee Applications for Debtor Professionals Kirkland & Ellis LLP and PJT Partners LP, Case No. 24-11217 (Dkt. 938, Bankr. D. Del.)

Summary

In the Chapter 11 case of Vyaire Medical, Inc., Case No. 24-11217 (BLS), Fee Examiner David M. Klauder files the Final Report on the interim and final fee applications of Kirkland & Ellis LLP and PJT Partners LP. K&E's Second Interim and Final Fee Application requests final compensation of $12,250,591.82 and expense reimbursement of $72,213.15 for June 9, 2024 through November 14, 2024. The Fee Examiner and K&E agreed to a recommended reduction of $30,347.50 in compensation and $0.00 in expenses. PJT's application requests final compensation of $8,135,000.00 and expense reimbursement of $4,213.43, and no issues were noted. The Fee Examiner recommends that compensation and expenses be allowed as modified.

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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.
)

)

FEE EXAMINER’S FINAL REPORT PERTAINING TO INTERIM AND FINAL
FEE APPLICATIONS FOR DEBTOR PROFESSIONALS
KIRKLAND & ELLIS LLP AND PJT PARTNERS LP

David M. Klauder (the “Fee Examiner”), the Fee Examiner for the bankruptcy estates
(the “Bankruptcy Estates”) of Vyaire Medical, Inc., et al., (the “Debtors”), hereby submits this
Final Report (the “Final Report”) pursuant to the Court’s Order Appointing Fee Examiner and
Establishing Related Procedures for the Review of Fee Applications of Retained Professionals
[D.I. 690] (the “Fee Examiner Order”) in connection with applications for the allowance of
compensation and reimbursement of expenses for the interim and final fee period (the “Interim
and Final Fee Applications”) for two professionals retained by the Debtors – Kirkland & Ellis
LLP and PJT Partners LP  (the “Retained Professionals”).  The summary of the resolutions is
listed on Exhibit A.  In support of this Final Report, the Fee Examiner respectfully represents as
follows:

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.
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2
BACKGROUND
1.
 On June 9, 2024 (the “Petition Date”), the Debtors filed voluntary petitions for
relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in this
Court.
2.
On October 30, 2024, David M. Klauder was appointed as the Fee Examiner in
these cases.
3.
As noted and set out in detail in the Fee Examiner Order, the Fee Examiner is
tasked with reviewing the various fee applications filed by retained professionals in the case and
recommending any reductions in fees or expenses sought in the fee applications.  The Fee
Examiner Order also sets out in detail the process for the Fee Examiner’s review, including
issuance of initial reports, a consultation period with retained professionals, and the filing of this
Final Report, which contains the Fee Examiner final recommendations to this Court with respect
to the Interim and Final Fee Applications.
4.
 The Fee Examiner reviewed the Interim and Final Fee Applications for
compliance with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy Rules”), the Local Rules of Bankruptcy Practice and Procedure of the
United States Bankruptcy Court for the District of Delaware (the “Local Bankruptcy Rules”), the
Order Establishing Procedures for Interim Compensations and Reimbursement of Expenses of
Professionals, dated July 9, 2024 [D.I. 218] (the “Interim Compensation Order”), and the
Appendix B Guidelines for Reviewing Applications for Compensation & Reimbursement of
Expenses filed under United States Code by Attorneys in Large Chapter 11 Cases (78 Fed. Reg.
No. 116, page 36248 (June 17, 2013)) (the “UST Guidelines”). In addition, the Fee Examiner
reviewed the Interim and Final Fee Applications for general compliance with legal precedent
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established by the District Courts and Bankruptcy Court for the District of Delaware, the Third
Circuit Court of Appeals, and other applicable precedent.
5.
Following that review, the Fee Examiner issued Interim Reports to the Retained
Professionals regarding the Interim and Final Fee Applications. The Interim Report set forth the
legal and other standards governing the review and raised questions as to certain designated time
entries or expenses.  The Retained Professionals were invited to respond to the Interim Report,
and they did so through email exchange and/or discussions with the Fee Examiner.  Resolution
was then reached between the Fee Examiner and each of the Retained Professionals as described
below.
THE FEE EXAMINER’S RECOMMENDATIONS
AS TO THE INTERIM AND FINAL FEE APPLICATIONS

6.
 The Fee Examiner makes the following recommendations for the Interim and
Final Fee Applications.  Attached as Exhibit A is the chart summarizing the fees and expenses
sought by the Retained Professionals in the Interim and Final Fee Applications along with the
agreed-upon reductions between the Fee Examiner and the Retained Professionals.
Kirkland & Ellis, LLP
Second Interim and Final Fee Application
7.
Kirkland & Ellis, LLP (“K&E”) are attorneys for the Debtors.  On December 23,
2024, K&E filed its Second Interim and Final Fee Application [D.I. 882] (the “K&E Fee
Application”).  In the K&E Fee Application, K&E requests approval of interim compensation in
the amount of $2,995,971.50 and reimbursement of expenses in the amount of $12,355.08 for the
interim period of September 1, 2024 through November 14, 2024 and final compensation in the
amount of $12,250,591.82 and reimbursement of expenses in the amount of $72,213.15 for the
final period of June 9, 2024 through November 14, 2024.
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8.
The Fee Examiner reviewed the K&E Fee Application to ensure compliance with
the applicable rules, orders and guidelines. Based on that review, the Fee Examiner generated an
interim report that identified the following general issues with the K&E Fee Application:
a. Transient Timekeepers;
b. Excessive Internal Communications Among Professionals; and
c. Duplicative Entry.

9.
In response to the Fee Examiner’s interim report, K&E and the Fee Examiner
discussed the issues raised by the interim report.  As a result of that discussion, K&E and the Fee
Examiner have agreed to a recommended reduction of $30,347.50 in compensation and $0.00 in
expenses.  The Fee Examiner has no objection to this Court’s approval of the K&E Fee
Application, as modified.
PJT Partners LP
Second Interim and Final Fee Application
10.
PJT Partners LP (“PJT”) are investment bankers to the Debtors.  On December
23, 2024, PJT filed its First Interim and Final Fee Application [D.I. 883] (the “PJT Fee
Application”).  In the PJT Fee Application, PJT requests approval of interim compensation in the
amount of $6,906,666.67 and reimbursement of expenses in the amount of $2,108.47 for the
interim period of September 1, 2024 through November 14, 2024 and final compensation in the
amount of $8,135,000.00 and reimbursement of expenses in the amount of $4,213.43 for the
final period of June 9, 2024 through November 14, 2024. The Fee Examiner reviewed the PJT
Fee Application to ensure compliance with the applicable rules, orders and guidelines and no
issues were noted.
11.
The Fee Examiner has no objection to this Court’s approval of the PJT Fee
Application.

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CONCLUSION
Accordingly, the Fee Examiner recommends that the compensation and expenses sought
by the Retained Professionals in the Interim and Final Fee Applications be allowed as modified,
and for such other relief that this Court deems just and appropriate.

Respectfully submitted,
Dated:  January 21, 2025
BIELLI & KLAUDER, LLC
Wilmington, Delaware

/s/ David M. Klauder

David M. Klauder (No. 5769)

1204 N. King Street
Wilmington, DE 19801
Phone: (302) 806-4600
dklauder@bk-legal.com

Fee Examiner

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