Fee Examiner — Pertaining to Second Interim, Fee Applications, Case No. 24-11217 (Dkt. 994, Bankr. D. Del.)

Summary

A Fee Examiner's Final Report Pertaining to Second Interim and Final Fee Applications of Certain Retained Professionals in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the United States Bankruptcy Court for the District of Delaware, Doc 994, dated February 25, 2025. David M. Klauder, the Fee Examiner, reports that Cole Schotz and the Fee Examiner agreed to a recommended reduction of $5,600.00 in compensation. It states that no fee or expense reductions were ultimately requested for the BDO, MWE and BRG applications, and that BDO requests $359,071.60 for the interim period of September 1, 2024 through November 14, 2024. The Fee Examiner recommends that the compensation and expenses sought be allowed as modified.

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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.
)

)

FEE EXAMINER’S FINAL REPORT PERTAINING TO SECOND INTERIM AND
FINAL FEE APPLICATIONS OF CERTAIN RETAINED PROFESSIONALS

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 second interim and final fee period (the
“Second Interim and Final Fee Applications”) of certain professionals retained in the above-
referenced case (the “Retained Professionals”)2 as 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.
2
The Fee Examiner previously reviewed the last interim and final fee applications for retained professionals
Kirkland & Ellis LLP and PJT Partners LP.  Those professionals’ fee applications were addressed in the Final
Report filed on January 21, 2025 [D.I. 938].
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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 Second Interim and Final Fee Applications.
4.
 The Fee Examiner reviewed the Second 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 Second Interim and Final Fee Applications for general compliance with legal
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precedent 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 Second 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 SECOND INTERIM AND FINAL FEE APPLICATIONS

6.
 The Fee Examiner makes the following recommendations for the Second Interim
and Final Fee Applications.  Attached as Exhibit A is the chart summarizing the fees and
expenses sought by the Retained Professionals in the Second Interim and Final Fee Applications
along with the agreed-upon reductions between the Fee Examiner and the Retained Professionals.
Professionals Retained by the Debtors
Cole Schotz, P.C.
Second Interim and Final Fee Application
7.
Cole Schotz, P.C. (“Cole Schotz”) are co-counsel to the Debtors.  On January 15,
2025, Cole Schotz filed its Second Interim and Final Fee Application [D.I. 932] (the “Cole
Schotz Fee Application”).  In the Cole Schotz Fee Application, Cole Schotz requests approval of
compensation in the amount of $1,588,221.00 and reimbursement of expenses in the amount of
$10,571.51 for the interim period of September 1, 2024 through November 14, 2024 and
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$3,131,085.00 and reimbursement of expenses in the amount of $16,601.99 for the final period of
June 9, 2024 through November 14, 2024.
8.
The Fee Examiner reviewed the Cole Schotz 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 Cole
Schotz Fee Application:
a. Excessive Internal Communications; and
b. Time Spent on Document Review.

9.
In response to the Fee Examiner’s interim report, Cole Schotz and the Fee
Examiner discussed the issues raised by the interim report.  As a result of that discussion, Cole
Schotz and the Fee Examiner have agreed to a recommended reduction of $5,600.00 in
compensation.  The Fee Examiner has no objection to this Court’s approval of the Cole Schotz
Fee Application, as modified.
BDO USA P.C.
Second Interim and Final Fee Application
10.
BDO USA P.C. (“BDO”) are Tax Accountants to the Debtors.  On January 15,
2025, BDO filed its Second Interim and Final Fee Application [D.I. 933] (the “BDO Fee
Application”).  In the BDO Fee Application, BDO requests approval of compensation in the
amount of $359,071.60 for the interim period of September 1, 2024 through November 14, 2024
and $1,505,329.64 for the final period of June 9, 2024 through November 14, 2024.
11.
The Fee Examiner reviewed the BDO Fee Application to ensure compliance with
the applicable rules, orders and guidelines.  While the Fee Examiner raised several discreet
issues with the BDO Fee Application, no fee or expense reductions were ultimately requested.
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12.
The Fee Examiner has no objection to this Court’s approval of the BDO Fee
Application.
Omni Agent Solutions, Inc.
First Interim and Final Fee Application
13.
Omni Agent Solutions, Inc. (“Omni”) are the administrative agent to the Debtors.
On January 15, 2025, Omni filed its First Interim and Final Fee Application [D.I. 934] (the
“Omni Fee Application”).  In the Omni Fee Application, Omni requests approval of
compensation in the amount of $37,679.20 for the interim and final period of June 9, 2024
through November 14, 2024.
14.
The Fee Examiner reviewed the Omni Fee Application to ensure compliance with
the applicable rules, orders and guidelines and no issues were noted.
15.
The Fee Examiner has no objection to this Court’s approval of the Omni Fee
Application.
Professionals Retained by Official Committee of Unsecured Creditors
McDermott Will & Emery LLP
Second Interim and Final Fee Application
16.
McDermott Will & Emery LLP (“MWE”) are counsel to the Official Committee
of Unsecured Creditors (the “Committee”).  On January 24, 2025, MWE filed its Second Interim
and Final Fee Application [D.I. 972] (the “MWE Fee Application”).  In the MWE Fee
Application, MWE requests approval of compensation in the amount of $922,735.78 and
reimbursement of expenses in the amount of $3,208.79 for the interim period of September 1,
2024 through November 14, 2024 and $2,176,106.18 and reimbursement of expenses in the
amount of $3,208.79 for the final period of June 28, 2024 through November 14, 2024.
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17.
 The Fee Examiner reviewed the MWE Fee Application to ensure compliance
with the applicable rules, orders and guidelines.  While the Fee Examiner raised several discreet
issues with the MWE Fee Application, no fee or expense reductions were ultimately requested.
18.
The Fee Examiner has no objection to this Court’s approval of the MWE Fee
Application.
Berkeley Research Group, LLC
Second Interim and Final Fee Application
19.
Berkeley Research Group, LLC (“BRG”) are financial advisors to the Committee.
On January 24, 2025, BRG filed its Second Interim and Final Fee Application [D.I. 973] (the
“BRG Fee Application”).  In the BRG Fee Application, BRG requests approval of compensation
in the amount of $804,931.00 for the interim period of September 1, 2024 through November 14,
2024 and $1,733,684.00 for the final period of June 28, 2024 through November 14, 2024.
20.
The Fee Examiner reviewed the BRG Fee Application to ensure compliance with
the applicable rules, orders and guidelines.  While the Fee Examiner raised several discreet
issues with the BRG Fee Application, no fee or expense reductions were ultimately requested.
21.
The Fee Examiner has no objection to this Court’s approval of the BRG Fee
Application.

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

Respectfully submitted,
Dated:  February 25, 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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