Vyaire - MWE Second Interim and Final Fee Application
- Date
- 2025-02-14
Summary
The second interim and final fee application of McDermott Will & Emery LLP, counsel to the Official Committee of Unsecured Creditors, filed January 24, 2025 as Doc 972 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware. It seeks $922,735.78 in compensation and $3,208.79 in expenses for the interim period from September 1, 2024 through November 14, 2024, and $2,176,106.18 in compensation and $8,168.49 in expenses for the case period from June 28, 2024. It also seeks $19,102.05 and $341.84 for the post-confirmation period and $37,015.80 for the post-effective date period ending January 22, 2025. Summary tables list monthly fee applications, billing by professional, project categories and expenses, with a 15% client accommodation. The objection deadline is 2/14/25 and the hearing date 3/5/25.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 1 of 27
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
In re: )
) Case No. 24-11217 (BLS)
VYAIRE MEDICAL, INC., et al.,1 )
) (Jointly Administered)
Debtors. )
) Obj. Deadline: 2/14/25 at 4:00 p.m. (ET)
) Hrg. Date: 3/5/25 at 10:30 a.m. (ET)
Related to Docket Nos. 402, 592, 619, 696, 759, 888
)
SUMMARY OF SECOND INTERIM AND FINAL FEE
APPLICATION OF MCDERMOTT WILL & EMERY LLP, COUNSEL TO
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR ALLOWANCE
OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR (I) THE
INTERIM PERIOD FROM SEPTEMBER 1, 2024 THROUGH NOVEMBER 14, 2024;
(II) THE CASE PERIOD FROM JUNE 28, 2024 THROUGH NOVEMBER 14, 2024;
(III) THE POST-CONFIRMATION PERIOD FROM NOVEMBER 15, 2024 THROUGH
NOVEMBER 27, 2024; AND (IV) THE POST-EFFECTIVE DATE PERIOD
FROM NOVEMBER 28, 2024 THROUGH JANUARY 22, 2025
Name of Applicant: MCDERMOTT WILL & EMERY LLP
Authorized to provide professional Official Committee of Unsecured
services to: Creditors of Vyaire Medical, Inc., et al.
Date of retention: July 30, 2024, effective June 28, 2024
Interim period for which compensation September 1, 2024 through November 14,
and reimbursement are sought: 2024
Amount of interim compensation sought as
actual, reasonable, and necessary: $922,735.78
Amount of interim expense reimbursement
sought as actual, reasonable, and necessary: $3,208.79
Case period for which compensation
and reimbursement are sought: June 28, 2024 through November 14, 2024
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 972 Filed 01/24/25 Page 2 of 27
Amount of final compensation sought as
actual, reasonable, and necessary: $2,176,106.182
Amount of final expense reimbursement
sought as actual, reasonable, and necessary: $8,168.49
Post-confirmation period for which November 15, 2024 through
compensation and reimbursement are sought: November 27, 2024
Amount of post-confirmation compensation
sought as actual, reasonable, and necessary: $19,102.05
Amount of post-confirmation expense
reimbursement sought as actual, reasonable,
and necessary: $341.84
Post-effective date period for which November 28, 2024 through
compensation and reimbursement are sought: January 22, 2025
Amount of post-effective date compensation
sought as actual, reasonable, and necessary: $37,015.80
This is an: Interim and Final Fee Application
2
This amount reflects a voluntary reduction of professional fees in the amount of $22,500 as referenced in the
First Omnibus Order Awarding Interim Allowance of Compensation for Services Rendered and Reimbursement
of Expenses [Docket No. 834] (the “First Interim Fee Order”).
ii
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 3 of 27
SUMMARY OF MONTHLY FEE APPLICATIONS FOR INTERIM FEE PERIOD
MONTHLY FEE REQUESTED FEES APPROVED FEES HOLDBACK
APPLICATION AND EXPENSES AND EXPENSES
Application CNO Period Requested Requested Approved Approved Fees
Docket No. Date Covered Fees Expenses Fees Expenses Holdback
Date Filed Filed (80%) (100%) (20%)
Docket
No.
Third 11/22/24 9/1/24- $480,715.38 $2,222.21 $384,572.30 $2,222.21 $96,143.08
Monthly D.I. 794 9/30/24
D.I. 696
10/31/24
Fourth 12/13/24 10/1/24- $329,105.98 $986.58 $263,284.78 $986.58 $65,821.20
Monthly D.I. 840 10/31/24
D.I. 759
11/21/24
Fifth 1/17/25 11/1/24- $112,914.43 $0.00 $90,331.54 $0.00 $22,582.89
Monthly D.I. 935 11/14/24
D.I. 888
12/26/24
Total $922,735.78 $3,208.79 $738,188.62 $3,208.79 $184,547.16
iii
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 4 of 27
SUMMARY OF MONTHLY AND INTERIM FEE APPLICATIONS FOR CASE PERIOD
MONTHLY FEE REQUESTED FEES APPROVED FEES HOLDBACK
APPLICATION AND EXPENSES AND EXPENSES
Application CNO Period Requested Requested Approved Approved Fees
Docket No. Date Covered Fees Expenses Fees Expenses Holdback
Date Filed Filed
Docket
No.
First 9/16/24 6/28/24- $738,990.00 $3,295.01 $591,192.00 $3,295.01 $147,798.00
Monthly D.I. 525 7/31/24
D.I. 402
8/21/24
Second 10/25/24 8/1/24- $536,880.40 $1,664.69 $429,504.32 $1,664.69 $107,376.08
Monthly D.I. 679 8/31/24
D.I. 592
10/1/24
First N/A 6/28/24- $1,275,870.40 $4,959.70 $1,253,370.403 $4,959.70 $0.00
Interim 8/31/24
D.I. 619
10/1/24
Third 11/22/24 9/1/24- $480,715.38 $2,222.21 $384,572.30 $2,222.21 $96,143.08
Monthly D.I. 794 9/30/24
D.I. 696
10/31/24
Fourth 12/13/24 10/1/24- $329,105.98 $986.58 $263,284.78 $986.58 $65,821.20
Monthly D.I. 840 10/31/24
D.I. 759
11/21/24
Fifth 1/17/25 11/1/24- $112,914.43 $0.00 $90,331.54 $0.00 $22,582.89
Monthly D.I. 935 11/14/24
D.I. 888
12/26/24
Total4 $2,198,606.18 $8,168.49 $1,991,559.02 $8,168.49 $184,547.16
3
This amount reflects a voluntary reduction of professional fees in the amount of $22,500 as referenced in the
First Interim Fee Order.
4
The total amounts shown are the sums of the amounts shown for the first interim and third, fourth, and fifth
monthly fee applications.
iv
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 5 of 27
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY PROFESSIONAL FOR INTERIM
PERIOD FROM SEPTEMBER 1, 2024 THROUGH NOVEMBER 14, 2024
Position with
Name of Date of Total
the Applicant Hourly Total
Professional Bar Billed
and Practice Billing Rate5 Compensation
Person Admission Hours
Area
Partner;
Joel C. Haims 1994 $1,830 11.0 $20,130.00
Trial
Partner;
Kristin K. Going 2002 Corporate $1,750 137.6 $240,800.00
Advisory
Partner;
David R. Hurst 1998 Corporate $1,750 51.4 $89,950.00
Advisory
Partner;
Darren Azman 2011 Corporate $1,650 16.6 $27,390.00
Advisory
Partner;
Maris J. Kandestin 2004 Corporate $1,650 152.1 $250,965.00
Advisory
Partner;
William Hadler 2008 Corporate $1,575 1.0 $1,575.00
Advisory
Partner;
Kelly D. Newsome 2015 White Collar $1,525 71.7 $109,342.50
& Securities
Partner;
Riley Orloff 2015 Corporate $1,525 0.4 $610.00
Advisory
Associate;
Daniel Thomson 2019 Corporate $1,290 5.0 $6,450.00
Advisory
Associate;
Carole Wurzelbacher 2015 Corporate $1,245 100.6 $125,247.00
Advisory
Associate;
Kristin E. Schwam 2020 White Collar $1,200 80.6 $96,720.00
& Securities
Associate;
Elizabeth H. Shereff 2022 $1,040 30.0 $31,200.00
Trial
Associate;
Rebecca E. Trickey 2022 Corporate $925 54.7 $50,597.50
Advisory
5
Except as set forth below, the rate represents the current standard hourly rate of each McDermott attorney and
paralegal who rendered legal services.
v
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 6 of 27
Position with
Name of Date of Total
the Applicant Hourly Total
Professional Bar Billed
and Practice Billing Rate5 Compensation
Person Admission Hours
Area
Law Clerk;
Matthew G. Gibson N/A $805 22.3 $17,951.50
Trial
Technology
Edward Y. Kwon N/A Project $570 4.9 $2,793.00
Manager
Paralegal;
Nolley M. Rainey N/A Corporate $500 24.9 $12,450.00
Advisory
Litigation
Andy Garcia N/A Technology $280 2.0 $560.00
Data Analyst
Litigation
Daniel Valentino N/A Technology $280 3.0 $840.00
Data Analyst
TOTALS 769.8 $1,085,571.50
6
Less 15% Client Accommodation $162,835.73
ADJUSTED TOTAL $922,735.78
Blended Rate: $1,198.677
6
As an accommodation to the Committee, McDermott has agreed to discount the amount of its monthly invoices
by an amount equal to 15% of the aggregate fees requested in each such invoice.
7
The blended rate was calculated by dividing the adjusted total fees sought by the aggregate number of hours
worked by McDermott Professionals.
vi
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 7 of 27
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF VYAIRE MEDICAL, INC., ET AL.
COMPENSATION BY PROJECT CATEGORY FOR INTERIM
PERIOD FROM SEPTEMBER 1, 2024 THROUGH NOVEMBER 14, 2024
Project Category Total Hours Total Fees
Case Administration 13.0 $8,835.00
Asset Disposition 76.9 $118,825.00
Meetings and Communications with Creditors 86.8 $124,869.50
Court Hearings 5.8 $9,131.00
Fee and Employment Applications 50.2 $72,436.00
Contested and Litigation-Related Matters 243.8 $309,689.50
Financing/Cash Collateral 0.8 $1,310.00
Plan/Disclosure Statement 292.5 $440,475.50
TOTALS 769.8 $1,085,571.50
Less 15% Client Accommodation8 $162,835.73
ADJUSTED TOTAL $922,735.78
8
As an accommodation to the Committee, McDermott has agreed to discount the amount of its monthly invoices
by an amount equal to 15% of the aggregate fees requested in each such invoice.
vii
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 8 of 27
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF VYAIRE MEDICAL, INC., ET AL.
EXPENSE SUMMARY FOR INTERIM PERIOD FROM
SEPTEMBER 1, 2024 THROUGH NOVEMBER 14, 2024
Expense Category Service Provider Total Expenses
(if applicable)
Outside Service Reliable $2,919.34
Transcripts Reliable $149.85
Messenger/Courier Reliable $9.60
Other Court Fees PACER $130.00
TOTAL $3,208.79
viii
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 9 of 27
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY PROFESSIONAL FOR CASE
PERIOD FROM JUNE 28, 2024 THROUGH NOVEMBER 14, 2024
Position with
Name of Date of Total
the Applicant Hourly Total
Professional Bar Billed
and Practice Billing Rate9 Compensation
Person Admission Hours
Area
Partner;
Joel C. Haims 1994 $1,830 11.0 $20,130.00
Trial
Partner;
Kristin K. Going 2002 Corporate $1,750 224.5 $392,875.00
Advisory
Partner;
David R. Hurst 1998 Corporate $1,750 192.3 $336,525.00
Advisory
Partner;
James R. Ravitz 1998 $1,700 8.9 $15,130.00
Healthcare
Partner;
Darren Azman 2011 Corporate $1,650 57.2 $94,380.00
Advisory
Partner;
Maris J. Kandestin 2004 Corporate $1,650 331.5 $546,975.00
Advisory
Partner;
William Hadler 2008 Corporate $1,575 17.2 $27,090.00
Advisory
Partner;
Kelly D. Newsome 2015 White Collar $1,525 175.3 $267,332.50
& Securities
Partner;
Riley Orloff 2015 Corporate $1,525 17.8 $27,145.00
Advisory
Counsel;
Deanna D. Boll 1998 Corporate $1,395 7.3 $10,183.50
Advisory
Partner;
Kevin M. Regan 2018 $1,350 21.5 $29,025.00
Trial
Associate;
Daniel Thomson 2019 Corporate $1,290 5.0 $6,450.00
Advisory
Associate;
Nick W. Greiner 2018 Corporate $1,245 7.0 $8,715.00
Advisory
9
Except as set forth below, the rate represents the current standard hourly rate of each McDermott attorney and
paralegal who rendered legal services.
ix
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 10 of 27
Position with
Name of Date of Total
the Applicant Hourly Total
Professional Bar Billed
and Practice Billing Rate9 Compensation
Person Admission Hours
Area
Associate;
Carole Wurzelbacher 2015 Corporate $1,245 222.9 $277,510.50
Advisory
Associate;
Kristin E. Schwam 2020 White Collar $1,200 130.8 $156,960.00
& Securities
Associate;
Marissa L. Hill Daley 2017 $1,155 12.6 $14,553.00
Healthcare
Associate;
Jesse E. Douglas 2020 Corporate $1,155 27.3 $31,531.50
Advisory
Associate;
Elizabeth H. Shereff 2022 $1,040 30.0 $31,200.00
Trial
Associate;
Benjamin Glass 2023 Corporate $925 24.6 $22,755.00
Advisory
Associate;
Rebecca E. Trickey 2022 Corporate $925 181.8 $168,165.00
Advisory
Law Clerk;
Matthew G. Gibson N/A $805 72.8 $58,604.00
Trial
Paralegal;
Daniel D. Northrop N/A Corporate $745 5.0 $3,725.00
Advisory
Technology
Edward Y. Kwon N/A Project $570 10.6 $6,042.00
Manager
Paralegal;
Jessica M. Hirshon N/A Corporate $565 7.9 $4,463.50
Advisory
Paralegal;
Nolley M. Rainey N/A Corporate $500 52.1 $26,050.00
Advisory
Litigation
Fitalesh G. Belayneh N/A Technology $280 1.5 $420.00
Data Analyst
Litigation
Andy Garcia N/A Technology $280 5.0 $1,400.00
Data Analyst
Litigation
Daniel Valentino N/A Technology $280 4.5 $1,260.00
Data Analyst
TOTALS 1,865.9 $2,586,595.50
x
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 11 of 27
Position with
Name of Date of Total
the Applicant Hourly Total
Professional Bar Billed
and Practice Billing Rate9 Compensation
Person Admission Hours
Area
Less 15% Client Accommodation10 $387,989.33
ADJUSTED TOTAL $2,198,606.18
Blended Rate: $1,178.3111
10
As an accommodation to the Committee, McDermott has agreed to discount the amount of its monthly invoices
by an amount equal to 15% of the aggregate fees requested in each such invoice.
11
The blended rate was calculated by dividing the adjusted total fees sought by the aggregate number of hours
worked by McDermott Professionals.
xi
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 12 of 27
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF VYAIRE MEDICAL, INC., ET AL.
COMPENSATION BY PROJECT CATEGORY FOR CASE
PERIOD FROM JUNE 28, 2024 THROUGH NOVEMBER 14, 2024
Project Category Total Hours Total Fees
Case Administration 105.1 $127,780.50
Asset Disposition 335.7 $482,633.50
Meetings and Communications with Creditors 190.4 $269,075.00
Court Hearings 66.9 $97,417.50
Fee and Employment Applications 143.8 $216,978.00
Assumption/Rejection of Leases 0.8 $1,228.50
Contested and Litigation-Related Matters 546.6 $700,276.50
Non-Working Travel 3.2 $5,600.00
Financing/Cash Collateral 178.7 $241,380.50
Claims Administration and Objections 1.7 $2,875.00
Plan/Disclosure Statement 293.0 $441,350.50
TOTALS 1,865.9 $2,586,595.50
Less 15% Client Accommodation12 $387,989.33
ADJUSTED TOTAL $2,198,606.18
12
As an accommodation to the Committee, McDermott has agreed to discount the amount of its monthly invoices
by an amount equal to 15% of the aggregate fees requested in each such invoice.
xii
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 13 of 27
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF VYAIRE MEDICAL, INC., ET AL.
EXPENSE SUMMARY FOR CASE PERIOD
FROM JUNE 28, 2024 THROUGH NOVEMBER 14, 2024
Expense Category Service Provider Total Expenses
(if applicable)
Outside Service Reliable $7,125.00
Transcripts Reliable $149.85
Messenger/Courier Reliable $9.60
Court Filing Fees $100.00
Other Court Fees PACER $130.00
Transportation Various $654.04
TOTAL $8,168.49
xiii
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 14 of 27
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
In re: )
) Case No. 24-11217 (BLS)
VYAIRE MEDICAL, INC., et al.,1 )
) (Jointly Administered)
Debtors. )
) Obj. Deadline: 2/14/25 at 4:00 p.m. (ET)
) Hrg. Date: 3/5/25 at 10:30 a.m. (ET)
Related to Docket Nos. 402, 592, 619, 696, 759, 888
)
SECOND INTERIM AND FINAL FEE APPLICATION OF MCDERMOTT
WILL & EMERY LLP, COUNSEL TO THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS, FOR ALLOWANCE OF COMPENSATION AND
REIMBURSEMENT OF EXPENSES FOR (I) THE INTERIM PERIOD FROM
SEPTEMBER 1, 2024 THROUGH NOVEMBER 14, 2024; (II) THE CASE PERIOD
FROM JUNE 28, 2024 THROUGH NOVEMBER 14, 2024; (III) THE POST-
CONFIRMATION PERIOD FROM NOVEMBER 15, 2024 THROUGH
NOVEMBER 27, 2024; AND (IV) THE POST-EFFECTIVE DATE PERIOD
FROM NOVEMBER 28, 2024 THROUGH JANUARY 22, 2025
McDermott Will & Emery LLP (the “Applicant” or “McDermott”), counsel to the
Official Committee of Unsecured Creditors (the “Committee”) of Vyaire Medical, Inc. and its
affiliated debtors (collectively, the “Debtors”) in the above-captioned chapter 11 cases (the
“Chapter 11 Cases”), submits this second interim and final fee application (the “Application”),
pursuant to (i) sections 330 and 331 of title 11 of the United States 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 Second Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates
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 972 Filed 01/24/25 Page 15 of 27
[Docket No. 719] (the “Plan”), for final allowance of compensation for professional services
rendered and reimbursement of actual and necessary expenses incurred for the (i) the interim
period from September 1, 2024 through November 14, 2024 (the “Interim Period”), (ii) the
period from June 28, 2024 through November 14, 2024 (the “Case Period”), (iii) the period from
November 15, 2024 through November 27, 2024 (the “Post-Confirmation Period”), and (iv) the
period from November 28, 2024 through January 22, 2025 (the “Post-Effective Date Period”).
In support of the Application, McDermott submits the Certification of Darren Azman, attached
hereto as Exhibit A. In further support of the Application, McDermott respectfully represents as
follows:
JURISDICTION AND VENUE
1. The Court has jurisdiction to consider the Application pursuant to 28 U.S.C.
§§ 157 and 1334 and the Amended Standing Order of Reference from the United States District
Court for the District of Delaware, dated February 29, 2012. This is a core proceeding under
28 U.S.C. § 157(b). Venue of these cases and the Application in this District is proper under
28 U.S.C. §§ 1408 and 1409.
2. The legal predicates for the relief requested herein are Bankruptcy Code sections
330 and 331, Bankruptcy Rule 2016, and Local Rule 2016-2.
3. McDermott confirms its consent, pursuant to Local Rule 9013-1(f), to the entry of
a final order by the Court in connection with the Application in the event 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
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 16 of 27
BACKGROUND
A. The Chapter 11 Cases
4. On June 9, 2024 (the “Petition Date”), the Debtors commenced the Chapter 11
Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code with the Court. No
trustee or examiner has been appointed in the Chapter 11 Cases.
5. On June 26, 2024, the Office of the United States Trustee for the District of
Delaware (the “U.S. Trustee”) appointed the Committee under section 1102(a)(1) of the
Bankruptcy Code. See Docket No. 121.
6. On November 14, 2024, the Court entered the Findings of Fact, Conclusions of
Law, and Order Approving the Debtor’s Disclosure Statement for, and Confirming the Second
Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates Pursuant to
Chapter 11 of the Bankruptcy Code [Docket No. 745] (the “Confirmation Order”), thereby
confirming the Plan. On November 27, 2024 (the “Effective Date”), the Plan became effective.
See Docket No. 810.
7. Article II.B.1 of the Plan provides that all chapter 11 case professionals must file
final requests for payment of compensation and reimbursement of expenses no later than sixty
(60) days after the Effective Date. See Plan, Art. II.B.1. This Application represents
McDermott’s second interim fee application and final request for payment of compensation and
reimbursement of expenses in the Chapter 11 Cases.
B. The Committee’s Retention of McDermott
8. On July 9, 2024, the Committee applied [Docket Nos. 215] to the Court for an
order authorizing the Committee to retain and employ McDermott as its counsel, effective as of
3
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 17 of 27
June 28, 2024. On July 30, 2024, the Court entered an order [Docket No. 336] authorizing such
retention.
C. The Interim Compensation Order
9. On July 9, 2024, the Court entered 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 which
established the procedures for interim compensation and reimbursement of expenses in the
Chapter 11 Cases.
RELIEF REQUESTED
10. By this Application, McDermott seeks approval and allowance of compensation
in the amount of $922,735.78 for professional services rendered, and reimbursement of actual
and necessary expenses in the amount of $3,208.79 incurred, during the Interim Period.
McDermott also seeks final approval and allowance of (i) compensation in the amount of
$2,176,106.18 for professional services rendered, and reimbursement of actual and necessary
expenses in the amount of $8,168.49 incurred, during the Case Period, including any and all
holdbacks; (ii) compensation in the amount of $19,102.05 for professional services rendered, and
reimbursement of actual and necessary expenses in the amount of $341.84 incurred, during the
Post-Confirmation Period; (iii) compensation in the amount of $37,015.80 for professional
services rendered during the Post-Effective Date Period. Pursuant to the Interim Compensation
Order, and as detailed in the chart above, McDermott filed five monthly fee applications
(collectively, the “Monthly Fee Applications”) and an interim fee application (the “Interim Fee
Application”) during the Chapter 11 Cases. See Docket Nos. 402, 592, 619, 696, 759, 888.
2
Capitalized terms used but not defined herein shall have the meanings ascribed to such items in the Interim
Compensation Order.
4
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 18 of 27
11. In support of this request for the final allowance of all fees and expenses incurred
by McDermott during the Case Period, McDermott incorporates herein by reference each of its
Monthly Fee Applications and the Interim Fee Application, together with the certificates of no
objection filed with respect to the same.
DESCRIPTION OF SERVICES RENDERED
12. During the Case Period, McDermott professionals, including attorneys and
paraprofessionals (collectively, the “McDermott Professionals”), devoted 1,865.9 hours to,
among other things, contested and litigation-related matters, sale matters, plan and disclosure
statement matters, meetings and communications with the Committee and other creditors,
financing and cash collateral matters, preparation of professional fee and retention applications,
case administration matters, and preparation for and attendance at hearings. McDermott
Professionals’ most significant work in these matter categories is summarized below, and all
work performed by McDermott Professionals in the Chapter 11 Cases is described in detail in the
Monthly Fee Applications, the invoice attached hereto as Exhibit B (for the Post-Confirmation
Period), and the invoices attached hereto as Exhibit C (for the Post-Effective Date Period).
A. Contested and Litigation-Related Matters
Amount Sought: $700,276.50
13. During the Case Period, McDermott Professionals devoted substantial time to a
fulsome investigation into potential claims and causes of action against the Debtors’ directors
and officers and lender parties. Among other things, McDermott Professionals (i) drafted and
issued discovery requests, (ii) reviewed and analyzed documents produced in connection with
the discovery requests, in addition to other publicly available information, (iii) participated in
witness interviews, (iv) met and conferred with Cole Schotz P.C. regarding the results of its
separate investigation into the conduct of the Debtors’ directors and officers, (v) prepared
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Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 19 of 27
summaries and presentation materials for the Committee regarding the investigation and
conferred with the Committee regarding strategy for the same, (vi) conducted research regarding
discovery matters, including issues relating to privilege, (vii) met and conferred with the
discovery parties as appropriate to better coordinate production of discovery, and
(viii) coordinated with the Committee’s other professionals regarding the on-going investigation
and strategy related to the same.
14. McDermott Professionals devoted a total of 546.6 hours to contested and
litigation-related matters during the Case Period, for which compensation in the amount of
$700,276.50 is sought.
B. Asset Disposition
Amount Sought: $482,633.50
15. During the Case Period, McDermott Professionals devoted time to, among other
things, (i) reviewing and analyzing the Debtors’ bidding procedures with respect to the sale of
their assets and engaging with the Committee and Debtors’ advisors regarding the same,
(ii) engaging with the Debtors’ advisors, the Committee, and the Committee’s financial advisors
regarding indications of interest and asset purchase agreements in connection with the sale
process and analyzing the terms of the offers to buy the Debtors’ assets, (iii) drafting a
reservation of rights [Docket No. 437] and a supplemental reservation of rights and limited
objection [Docket No. 480] to the Debtors’ asset sale, and (iv) engaging with the Debtors’
advisors regarding the closings of the sales of the Debtors’ assets, the status thereof, and issues
relating to the same.
16. McDermott Professionals devoted a total of 335.7 hours to sale matters during the
Case Period, for which compensation in the amount of $482,633.50 is sought.
6
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C. Plan/Disclosure Statement
Amount Sought: $441,350.50
17. During the Case Period, McDermott Professionals devoted substantial time to
reviewing, analyzing, and engaging with case professionals regarding the Debtors’ Plan and
disclosure statement. Among other things, McDermott Professionals (i) reviewed, analyzed, and
commented on the Plan, disclosure statement, and solicitation materials, (ii) drafted and filed a
reservation of rights regarding the conditional approval of the disclosure statement [Docket No.
578], (iii) conducted research relating to, among other things, the releases in the proposed Plan,
(iv) drafted and revised a settlement agreement to resolve certain issues raised by the Committee
to confirmation of the Plan and engaged with the Committee’s other professionals and the
Debtors’ advisors regarding the same.
18. McDermott Professionals devoted a total of 293.0 hours to plan and disclosure
statement matters during the Case Period, for which compensation in the amount of $441,350.50
is sought.
D. Meetings and Communications with Creditors
Amount Sought: $269,075.00
19. During the Case Period, McDermott Professionals prepared for and conducted
regular Committee meetings and communicated with the Committee members and their counsel
both as a group and on an individual basis. Among other things, McDermott Professionals
provided recommendations to the Committee regarding various requests of the Debtors and other
parties in interest, counseled the Committee in connection with the sale of the Debtors’ assets,
and delivered email updates regarding case status and various outstanding matters. McDermott
Professionals also coordinated with the Committee’s financial advisor to prepare for weekly
Committee calls by preparing, discussing, and reviewing Committee presentations on topics such
as the Debtors’ operations and finances and case strategy.
7
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 21 of 27
20. McDermott Professionals devoted a total of 190.4 hours to communications with
the Committee and other creditors (and related tasks) during the Case Period, for which
compensation in the amount of $269,075.00 is sought.
E. Financing/Cash Collateral
Amount Sought: $241,380.50
21. During the Case Period, McDermott Professionals devoted time to, among other
things, reviewing and analyzing the Debtors’ motion to approve debtor-in-possession (“DIP”)
financing [Docket No. 12] and the final DIP financing order, along with related declarations and
loan documents, in addition to completing a lien perfection analysis. McDermott Professionals
engaged in substantial negotiations with the Debtors and their lenders, ultimately resulting in an
agreed form of final DIP financing order [Docket No. 248]. McDermott Professionals also
devoted time during the Case Period to analyzing the Debtors’ intercompany loan obligations,
financial reporting and liquidity updates, and related documents.
22. McDermott Professionals devoted a total of 178.7 hours to cash collateral and
financing matters during the Case Period, for which compensation in the amount of $241,380.50
is sought.
F. Fee and Employment Applications
Amount Sought: $216,978.00
23. During the Case Period, McDermott Professionals devoted time to, among other
things, (i) drafting and revising McDermott’s retention application, first interim fee application,
and monthly fee applications for the Case Period, (ii) reviewing the Committee’s financial
advisor’s retention application, interim fee application, and monthly fee applications,
(iii) engaging with parties in interest regarding comments and informal objections to such
retention and fee applications, and (iv) reviewing and analyzing the retention applications for the
Debtors’ various professionals, including the motion to retain ordinary course professionals
8
Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 22 of 27
[Docket No. 119]. In addition, McDermott Professionals reviewed the draft order appointing a
fee examiner and coordinated with the fee examiner and the U.S. Trustee regarding the same.
24. McDermott Professionals devoted a total of 143.8 hours to the preparation of
professional fee and retention applications (and related matters) during the Case Period, for
which compensation in the amount of $216,978.00 is sought.
G. Case Administration
Amount Sought: $127,780.50
25. During the Case Period, McDermott Professionals devoted time to, among other
things: (i) monitoring the Court’s docket for case updates and deadlines, (ii) drafting Committee
bylaws, (iii) preparing for and attending the section 341 meeting, (iv) corresponding with the
Debtors’ advisors, the Committee, and other parties in interest regarding case status, pending
motions, and case administration issues, (v) drafting administrative pleadings and notices, and
(vi) preparing for and participating in conferences with case professionals and various parties in
interest regarding case status and case management issues.
26. McDermott Professionals devoted a total of 105.1 hours to case administration
matters during the Case Period, for which compensation in the amount of $127,780.50 is sought.
H. Court Hearings
Amount Sought: $97,417.50
27. During the Case Period, McDermott Professionals devoted time to attending,
preparing for, and coordinating with other Committee professionals regarding Court hearings.
These hearings included (i) the hearings on August 26, 2024 and August 30, 2024 regarding the
approval of the Debtors’ bidding procedures and (ii) the hearing on November 12, 2024
regarding the confirmation of the Debtors’ Plan and final approval of the disclosure statement.
McDermott Professionals also devoted time to engaging with the Debtors’ professionals in
advance of each of the Court hearings, resulting in consensual resolutions of certain issues raised
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Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 23 of 27
by the Committee and the cancellation of certain hearings, including the status conference
regarding the sale of the Debtors’ assets to Zoll Medical Corporation [Docket No. 611].
28. McDermott Professionals devoted a total of 66.9 hours to preparation for and
attendance at Court hearings during the Case Period, for which compensation in the amount of
$97,417.50 is sought.
POST-CONFIRMATION SERVICES RENDERED
29. During the approximately two-week period between Plan confirmation and the
Effective Date (i.e., the “Post-Confirmation Period”), McDermott Professionals devoted 14.6
hours to, among other things, (i) preparation of professional fee applications and (ii) analysis of
issues regarding consummation of the Plan and related communications with the Debtors and
other parties in interest. By this Application, McDermott seeks approval and allowance of
compensation in the amount of $19,102.05 for professional services rendered, and
reimbursement of actual and necessary expenses in the amount of $341.84 incurred, during the
Post-Confirmation Period. All work performed by McDermott Professionals during the Post-
Confirmation Period and the related expenses incurred are described in detail in the invoice
attached hereto as Exhibit B.
POST-EFFECTIVE DATE SERVICES RENDERED
30. In connection with the Application, McDermott seeks final allowance of
compensation for professional services rendered during the Post-Effective Date Period in
connection with the preparation of its final fee application and that of and the Committee’s
financial advisor. McDermott Professionals devoted a total of 27.8 hours to the preparation of
professional fee applications during the Post-Effective Date Period, for which compensation in
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Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 24 of 27
the amount of $37,015.80 is sought. All work performed by McDermott Professionals during the
Post- Effective Date Period is described in the invoices attached hereto as Exhibit C.
ACTUAL, REASONABLE,
AND NECESSARY EXPENSES INCURRED
31. McDermott incurred out-of-pocket expenses in connection with its representation
of the Committee during the Case Period in the amount of $8,168.49. A description of all
expenses that McDermott incurred in the performance of the services rendered as counsel to the
Committee in the Chapter 11 Cases is included in the Monthly Fee Applications. The expenses
are broken down into categories of charges, including among other things, the following charges:
filing fees, other court fees, computerized legal research, copying and binder service,
transportation, transcripts, and other non-ordinary expenses.3
VALUATION OF SERVICES
32. McDermott Professionals expended a total of 1,865.9 hours in connection with
this matter during the Case Period. The amount of time spent by each of the McDermott
Professionals providing services to the Committee during the Case Period is set forth in the
charts included with the Application, and the work of such professionals is described in detail in
the Monthly Fee Applications. The rates reflected in the Application are McDermott’s normal
hourly rates of compensation for work of this character. The reasonable value of the services
rendered by McDermott during the Case Period as counsel for the Committee in the Chapter 11
Cases is $2,176,106.18.
33. In addition, McDermott Professionals expended a total of 14.6 hours during the
Post-Confirmation Period in connection with the preparation of professional fee applications and
3
In accordance with Local Bankruptcy Rule 2016-2(e)(iii), McDermott does not charge more than $0.10 per
page for photocopies, does not charge for incoming facsimile transmissions, and does not charge more than
$0.25 per page for ongoing facsimiles.
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Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 25 of 27
the analysis of issues regarding consummation of the Plan, and such work is described in detail
in the invoice attached hereto as Exhibit B. The reasonable value of the services rendered by
McDermott during the Post-Confirmation Period is $19,102.05.4
34. Finally, McDermott Professionals expended a total of 27.8 hours during the Post-
Effective Date Period in connection with the preparation, filing, and prosecution of the
Committee’s professionals’ monthly and final fee applications, and such work is described in
detail in the invoices attached hereto as Exhibit C. The reasonable value of the services
rendered by McDermott during the Post-Effective Date Period is $37,015.80.5
35. In accordance with the factors enumerated in Bankruptcy Code section 330,
McDermott submits that the amount requested is fair and reasonable given (a) the complexity of
the Chapter 11 Cases, (b) the time 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
the Bankruptcy Code.
NOTICE
36. As required under the Interim Compensation Order, notice of the Application will
be served on the Application Recipients. In addition, notice of the Application will be served on
all parties that have requested notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002.
NO PRIOR REQUEST
37. No prior request for the relief sought in the Application has been made to this or
any other court.
4
This amount reflects the 15% discount provided by McDermott as an accommodation to the Committee.
5
This amount reflects the 15% discount provided by McDermott as an accommodation to the Committee.
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CERTIFICATE OF COMPLIANCE AND WAIVER
38. The undersigned representative of McDermott 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, McDermott believes that such deviations are not material
and respectfully requests that any such requirement be waived.
[Remainder of Page Intentionally Left Blank]
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Case 24-11217-BLS Doc 972 Filed 01/24/25 Page 27 of 27
WHEREFORE, McDermott respectfully requests that the Court enter an enter an order
(a) granting the Application and authorizing, on a final basis, (i) compensation in the amount of
$922,735.78 for professional services rendered, and reimbursement of actual, reasonable, and
necessary expenses in the amount of $3,208.79 incurred, during the Interim Period,
(ii) compensation in the amount of $2,176,106.18 for professional services rendered, and
reimbursement of actual, reasonable, and necessary expenses in the amount of $8,168.49
incurred, during the Case Period, (iii) compensation in the amount of $19,102.05 for professional
services rendered, and reimbursement of actual, reasonable, and necessary expenses in the
amount of $341.84 incurred, during the Post-Confirmation Period, and (iv) compensation in the
amount of $37,015.80 for professional services rendered during the Post-Effective Date Period;
and (b) granting such other and further relief as the Court deems just and proper
Dated: Wilmington, Delaware MCDERMOTT WILL & EMERY LLP
January 24, 2025
/s/ David R. Hurst
David R. Hurst (I.D. No. 3743)
Maris J. Kandestin (I.D. No. 5294)
The Brandywine Building
1000 N. West Street, Suite 1400
Wilmington, Delaware 19801
(302) 485-3900
dhurst@mwe.com
mkandestin@mwe.com
- and -
Darren Azman
Kristin K. Going
One Vanderbilt Avenue
New York, New York 10017
(212) 547-5400
dazman@mwe.com
kgoing@mwe.com
Counsel for the Official Committee
of Unsecured Creditors
14
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