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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)
Objection Deadline: 2/14/25 at 4:00 p.m. (ET)
Hearing Date: 3/5/25 at 10:30 a.m. (ET)
Related to Docket Nos 524, 612, 633, 735, 799, 906
SUMMARY OF SECOND INTERIM AND FINAL APPLICATION OF BERKELEY
RESEARCH GROUP, LLC FOR COMPENSATION FOR SERVICES RENDERED AND
REIMBURSEMENT OF EXPENSES INCURRED AS FINANCIAL ADVISOR TO THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS DURING (I) THE INTERIM
PERIOD FROM SEPTEMBER 1, 2024 THROUGH NOVEMBER 14, 2024; (II) THE
FINAL 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:
Berkeley Research Group LLC (“BRG”)
Authorized to Provide Professional
Services to:
The Official Committee of Unsecured Creditors
(“the Committee”)
Date of Retention:
July 30, 2024 effective as of June 28, 2024
Period for which Interim Compensation
and reimbursement is sought:
September 1, 2024 through November 14, 2024
Amount of Interim compensation sought as
actual, reasonable and necessary:
$804,931.00
Amount of Interim expense reimbursement
sought as actual, reasonable and necessary:
$0.00
Total Amount of Interim fees and expense
reimbursement sought as actual,
reasonable, and necessary:
$804,931.00
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 973 Filed 01/24/25 Page 1 of 31
2
Period for which Final compensation and
reimbursement is sought:
June 28, 2024 through November 14, 2024
Actual amount of Final compensation
sought as actual, reasonable, and
necessary:
$1,733,684.002
Amount of Final expense reimbursement
sought as actual, reasonable, and
necessary:
$0.00
Total amount of Final fees and expense
reimbursement sought as actual,
reasonable, and necessary:
$1,733,684.00
Period for which Post-Confirmation
compensation and reimbursement is
sought:
November 15, 2024 through November 27, 2024
Actual amount of Post-Confirmation
compensation sought as actual, reasonable,
and necessary:
$53,695.50
Amount of Post-Confirmation expense
reimbursement sought as actual,
reasonable, and necessary:
$0.00
Total amount of Post-Confirmation fees
and expense reimbursement sought as
actual, reasonable, and necessary:
$53,695.50
Period for which Post-Effective
compensation and reimbursement is
sought:
November 28, 2024 through January 22, 2025
Actual amount of Post-Effective
compensation sought as actual, reasonable,
and necessary:
$13,943.50
Amount of Post-Effective expense
reimbursement sought as actual,
reasonable, and necessary:
$0.00
2 This amount reflects the courtesy discount in the amount of $15,000.00, incorporated in BRG’s first monthly fee
application as well as the agreed upon reduction with the fee examiner in the amount of $7,000.00 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”).
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 2 of 31
3
Total amount of Post-Effective fees and
expense reimbursement sought as actual,
reasonable, and necessary:
$13,943.50
This is an:
monthly X interim
X final application
The total time expended for fee application preparation for the Second Interim Fee Period is
approximately 58.5 hours and the corresponding compensation requested is approximately
$15,871.00. The total time expended for retention and fee application preparation for the Final Fee
Period is approximately 95.0 hours and the corresponding compensation requested is
approximately $28,075.00. The total time expended for fee application preparation for the
combined Post-Confirmation and Post-Effective Date Period is approximately 53.5 hours and the
corresponding compensation requested is approximately $17,406.00.
Attachment A - Prior Applications Filed:3
3 Paid to Date and Total Unpaid amounts due incorporate agreed upon reductions with the Fee Examiner.
Total Unpaid
Dt Filed
Dkt No
Period
Fees
Expenses
CNO/ Order
Fees
Expenses
Fees and
Expenses
9/13/2024
Dkt No. 524
6/28/2024-
7/31/2024
572,627.00
$
-
$
10/10/2024
Dkt No. 617
567,271.00
$
-
$
-
$
10/9/2024
Dkt No. 612
8/1/2024-
8/31/2024
363,126.00
-
11/4/24
Dkt No. 704
361,482.00
-
-
$
10/16/2024
Dkt No. 633
First Interim
935,753.00
-
12/10/2024
Dkt No. 834
928,753.00
-
-
11/13/24
Dkt No. 735
9/1/2024-
9/30/2024
337,946.50
-
12/9/2024
Dkt No. 829
270,357.20
-
67,589.30
11/25/2024
Dkt No. 799
10/1/2024-
10/31/2024
367,016.00
-
12/17/2024
Dkt No. 846
-
-
367,016.00
12/30/2024
Dkt No. 906
11/1/2024-
11/14/2024
99,968.50
-
TBD
-
-
99,968.50
Total
1,740,684.00
$
-
$
1,199,110.20
$
-
$
534,573.80
$
Application
Requested
Paid to Date
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 3 of 31
Berkeley Research Group, LLC
For the Period 9/1/2024 through 11/14/2024
In re: Vyaire Medical, Inc., et al.
Attachment B1: Fees By Professional
Professional
Hours
Fees
Title
Billing Rate
D. Galfus
84.9
$112,492.50
Managing Director
$1,325.00
R. Zaidman
242.2
$265,209.00
Managing Director
$1,095.00
K. McColgan
39.6
$41,580.00
Director
$1,050.00
R. Cohen
154.8
$131,580.00
Senior Managing Consultant
$850.00
A. Kashanirokh
296.3
$124,446.00
Associate
$420.00
J. Rogala
239.0
$114,720.00
Associate
$480.00
M. Haverkamp
18.7
$7,012.50
Case Manager
$375.00
H. Henritzy
2.9
$754.00
Case Coordinator
$260.00
E. Degnan
36.6
$7,137.00
Case Assistant
$195.00
1,115.0
Total
$804,931.00
Blended Rate
$721.91
Berkeley Research Group, LLC
Invoice for the 9/1/2024 - 11/14/2024 Period
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 4 of 31
Berkeley Research Group, LLC
For the Period 6/28/24 through 11/14/24
In re: Vyaire Medical, Inc., et al.
Attachment B2: Fees By Professional
Professional
Hours
Fees
Title
Billing Rate
R. Zaidman
499.0
$546,405.00
Managing Director
$1,095.00
G. Koutouras
2.1
$2,509.50
Managing Director
$1,195.00
E. Buthusiem
51.4
$61,680.00
Managing Director
$1,200.00
E. Hengel
13.1
$15,851.00
Managing Director
$1,210.00
D. Galfus
181.8
$240,885.00
Managing Director
$1,325.00
K. McColgan
58.3
$61,215.00
Director
$1,050.00
G. Brucia
6.3
$4,315.50
Associate Director
$685.00
Q. Liu
2.7
$2,092.50
Senior Managing Consultant
$775.00
R. Cohen
370.9
$315,265.00
Senior Managing Consultant
$850.00
R. Muruganandam
4.0
$2,600.00
Senior Associate
$650.00
A. Kashanirokh
501.9
$210,798.00
Associate
$420.00
J. Rogala
556.3
$267,024.00
Associate
$480.00
M. Haverkamp
31.5
$11,812.50
Case Manager
$375.00
H. Henritzy
8.2
$2,132.00
Case Coordinator
$260.00
A. Kabir
4.7
$822.50
Case Assistant
$175.00
E. Degnan
52.7
$10,276.50
Case Assistant
$195.00
2,344.9
Total
$1,755,684.00
Blended Rate
$739.34
Total Requested Fees
$1,733,684.00
($15,000.00)
($7,000.00)
Courtesy Discount
Fee Examiner Agreed Upon Reduction
Berkeley Research Group, LLC
Invoice for the 6/28/24 - 11/14/24 Period
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 5 of 31
Berkeley Research Group, LLC
For the Period 11/15/24 through 11/27/24
In re: Vyaire Medical, Inc., et al.
Attachment B3: Fees By Professional
Professional
Hours
Fees
Title
Billing Rate
D. Galfus
12.3
$16,297.50
Managing Director
$1,325.00
R. Zaidman
30.2
$33,069.00
Managing Director
$1,095.00
R. Cohen
0.4
$340.00
Senior Managing Consultant
$850.00
A. Kashanirokh
2.2
$924.00
Associate
$420.00
M. Haverkamp
4.1
$1,537.50
Case Manager
$375.00
H. Henritzy
1.6
$416.00
Case Coordinator
$260.00
E. Degnan
5.7
$1,111.50
Case Assistant
$195.00
56.5
Total
$53,695.50
Blended Rate
$950.36
Berkeley Research Group, LLC
Invoice for the 11/15/24 - 11/27/24 Period
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 6 of 31
Berkeley Research Group, LLC
For the Period 11/28/2024 through 1/22/2025
In re: Vyaire Medical, Inc., et al.
Attachment B4: Fees By Professional
Professional
Hours
Fees
Title
Billing Rate
D. Galfus
0.8
$1,060.00
Managing Director
$1,325.00
R. Zaidman
1.0
$1,095.00
Managing Director
$1,095.00
R. Cohen
1.5
$1,275.00
Senior Managing Consultant
$850.00
M. Haverkamp
16.7
$6,262.50
Case Manager
$375.00
E. Degnan
21.8
$4,251.00
Case Assistant
$195.00
41.8
Total
$13,943.50
Blended Rate
$333.58
Berkeley Research Group, LLC
Invoice for the 11/28/2024 - 1/22/2025 Period
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 7 of 31
Berkeley Research Group, LLC
For the Period 9/1/2024 through 11/14/2024
In re: Vyaire Medical, Inc., et al.
Attachment C1: Fees By Task Code
Task Code
Hours
Fees
01. Asset Acquisition/ Disposition
76.5
$73,546.50
05. Professional Retention/ Fee Application Preparation
58.5
$15,871.00
06. Attend Hearings/ Related Activities
0.5
$547.50
07. Interaction/ Meetings with Debtors/ Counsel
5.1
$6,044.50
08. Interaction/ Meetings with Creditors/ Counsel
44.8
$52,769.00
10. Recovery/ SubCon/ Lien Analysis
19.3
$13,000.00
11. Claim Analysis/ Accounting
54.4
$34,537.50
14. Executory Contracts/ Leases
3.5
$3,924.50
17. Analysis of Historical Results
12.9
$12,306.50
18. Operating and Other Reports
4.1
$4,220.00
19. Cash Flow/Cash Management/ Liquidity
321.2
$259,749.00
25. Litigation
426.3
$236,045.50
27. Plan of Reorganization/ Disclosure Statement
87.9
$92,369.50
1,115.0
Total
$804,931.00
Blended Rate
$721.91
Berkeley Research Group, LLC
Invoice for the 9/1/2024 - 11/14/2024 Period
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 8 of 31
Berkeley Research Group, LLC
For the Period 6/28/2024 through 11/14/2024
In re: Vyaire Medical, Inc., et al.
Attachment C2: Fees By Task Code
Task Code
Hours
Fees
01. Asset Acquisition/ Disposition
352.4
$324,766.50
04. DIP Financing
44.3
$35,259.50
05. Professional Retention/ Fee Application Preparation
95.0
$28,075.00
06. Attend Hearings/ Related Activities
10.2
$10,577.50
07. Interaction/ Meetings with Debtors/ Counsel
24.0
$26,980.50
08. Interaction/ Meetings with Creditors/ Counsel
99.7
$118,608.50
10. Recovery/ SubCon/ Lien Analysis
19.3
$13,000.00
11. Claim Analysis/ Accounting
70.9
$43,282.50
12. Statements and Schedules
121.0
$78,365.00
13. Intercompany Transactions/ Balances
31.5
$23,292.00
14. Executory Contracts/ Leases
12.2
$12,593.50
17. Analysis of Historical Results
188.9
$115,675.50
18. Operating and Other Reports
39.5
$27,473.00
19. Cash Flow/Cash Management/ Liquidity
588.8
$466,488.00
25. Litigation
510.3
$299,987.00
26. Tax Issues
3.9
$3,486.50
27. Plan of Reorganization/ Disclosure Statement
87.9
$92,369.50
31. Planning
2.7
$2,133.50
32. Document Review
31.1
$22,138.50
Berkeley Research Group, LLC
Invoice for the 6/28/2024 - 11/14/2024 Period
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 9 of 31
Task Code
Hours
Fees
37. Vendor Management
11.3
$11,132.00
2,344.9
Total
$1,755,684.00
Blended Rate
$739.34
Total Requested Fees
$1,733,684.00
($15,000.00)
($7,000.00)
Courtesy Discount
Fee Examiner Agreed Upon Reduction
Berkeley Research Group, LLC
Invoice for the 6/28/2024 - 11/14/2024 Period
Page 2 of 2
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 10 of 31
Berkeley Research Group, LLC
For the Period 11/15/24 through 11/27/24
In re: Vyaire Medical, Inc., et al.
Attachment C3: Fees By Task Code
Task Code
Hours
Fees
01. Asset Acquisition/ Disposition
4.3
$5,007.50
05. Professional Retention/ Fee Application Preparation
11.7
$3,462.50
08. Interaction/ Meetings with Creditors/ Counsel
1.5
$1,685.50
11. Claim Analysis/ Accounting
6.0
$6,938.00
14. Executory Contracts/ Leases
6.9
$8,015.50
18. Operating and Other Reports
2.1
$2,299.50
19. Cash Flow/Cash Management/ Liquidity
18.6
$19,638.00
27. Plan of Reorganization/ Disclosure Statement
5.4
$6,649.00
56.5
Total
$53,695.50
Blended Rate
$950.36
Berkeley Research Group, LLC
Invoice for the 11/15/24 - 11/27/24 Period
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 11 of 31
Berkeley Research Group, LLC
For the Period 11/28/2024 through 1/22/2025
In re: Vyaire Medical, Inc., et al.
Attachment C4: Fees By Task Code
Task Code
Hours
Fees
05. Professional Retention/ Fee Application Preparation
41.8
$13,943.50
41.8
Total
$13,943.50
Blended Rate
$333.58
Berkeley Research Group, LLC
Invoice for the 11/28/2024 - 1/22/2025 Period
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 12 of 31
1
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)
Objection Deadline: 2/14/25 at 4:00 p.m. (ET)
Hearing Date: 3/5/25 at 10:30 a.m. (ET)
Related to Docket Nos 524, 612, 633, 735, 799, 906
SECOND INTERIM AND FINAL APPLICATION OF BERKELEY RESEARCH
GROUP, LLC FOR COMPENSATION FOR SERVICES RENDERED AND
REIMBURSEMENT OF EXPENSES INCURRED AS FINANCIAL ADVISOR TO THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS DURING (I) THE INTERIM
PERIOD FROM SEPTEMBER 1, 2024 THROUGH NOVEMBER 14, 2024; (II) THE
FINAL 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
Berkeley Research Group, LLC (“BRG”) as financial advisor to the Official Committee of
Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”), hereby submits its second interim and final fee application (the
“Application”) for an order pursuant to sections 105(a), 330 and 331 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”), Rule 2016-2 of the Local Rules of Bankruptcy Practice and
Procedure for the United States Bankruptcy Court of the District of Delaware (the “Local Rules”),
the Order (I) Establishing Procedures for Interim Compensation and Reimbursement of Expenses
for Retained Professionals and (II) Grating Related Relief (the “Interim Compensation Order”),
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 973 Filed 01/24/25 Page 13 of 31
2
[Dkt. No. 218] entered July 9, 2024, and the United States Trustee’s Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. § 330,
effective January 30, 1996 (the “U.S. Trustee Guidelines”) seeking the allowance of reasonable
compensation for professional services rendered by BRG to the Committee (a) during the period
September 1, 2024, through November 14, 2024 (the “Second Interim Fee Period”), (b) during the
period June 28, 2024 through November 14, 2024 (the “Final Fee Period”), (c) during the period
from November 15, 2024 through November 27, 2024 (the “Post-Confirmation Period”), and (d)
during the period from November 28, 2024 through January 22, 2025 (the “Post-Effective Date
Period” and together with the Final Fee Period and the Post-Confirmation Period the
“Comprehensive Fee Period”). BRG incurred no actual and necessary charges or disbursements
during the Comprehensive Fee Period in the rendition of required professional services on behalf
of the Committee. In support of this Application, BRG represents as follows:
JURISDICTION
1.
The United States Bankruptcy Court for the District of Delaware (the “Court’) has
jurisdiction over this Motion under 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 matter is a core proceeding within the meaning of 28 U.S.C. §157(b)(2)(A) and the
Committee confirms their consent pursuant to Local Rule 9013-l(f) to the entry of a final order by
the Court in connection with this Application to the extent 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. Venue is proper in this judicial district
pursuant to 28 U.S.C. §§ 1408 and 1409.
2.
The statutory bases for the relief requested herein are sections 105(a), 330 and 331
of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-2.
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 14 of 31
3
BACKGROUND
3.
On June 9, 2024 (the “Petition Date”), each of the Debtors filed a voluntary petition
for relief under chapter 11 of the Bankruptcy Code (the “Cases”) with the Court. The Debtors were
authorized to continue to operate their businesses and manage their properties as debtors-in-
possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee was
appointed in these Chapter 11 Cases.
4.
The Cases were being jointly administered pursuant to Bankruptcy Rule 1015(b)
and the Court’s Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting
Related Relief [Docket No. 84], entered on June 11, 2024.
5.
On June 26, 2024 (the “Formation Date”), the Office of the United States Trustee
for the District of Delaware (the “U.S. Trustee”) appointed the Committee. The Committee was
comprised of the following members: (i) Sunmed Group Holdings, LLC (d/b/a AirLife); (ii) Zensar
Technologies Inc.; (iii) Cognizant Worldwide Ltd.; (iv) Presido; (v) Vizient, Inc.; and (vi) David
M. Lewis Company.2
6.
On June 28, 2024, the Committee selected BRG to serve as its financial advisor.
The Committee also selected McDermott Will & Emery LLP (“MWE” or “Counsel”) to serve as
its counsel. On July 30, 2024, the Court entered an order [Docket No. 332] approving BRG’s
retention effective as of June 28, 2024.
7.
On October 30, 2024, the Court entered an order appointing David Klauder as the
Fee Examiner in the Cases.
8.
On September 11, 2024, the Debtors’ filed the Joint Chapter 11 Plan of Vyaire
Medical, Inc. and its Debtor Affiliates [Docket No. 518] and the corresponding Disclosure
2 Data Modul, Inc. resigned from the Committee effective November 11, 2024.
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 15 of 31
4
Statement [Docket No. 519] (as amended the “Plan” and “Disclosure Statement” respectively).
The Debtors filed amendments to the Plan and Disclosure Statement on September 30, 2024 and
November 11, 2024. On November 14, 2024, the Court held a hearing regarding the approval of
the Disclosure Statement and confirmation of the Plan and 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.
FEE PROCEDURES ORDER
9.
On July 9, 2024, this Court signed the Interim Compensation Order. Pursuant to the
Interim Compensation Order, on or after the twenty first (21st) day of each month (the “Fee Filing
Period”) following the month for which compensation and reimbursement is sought (the
“Compensation Period”), each Professional seeking interim compensation may file with the Court
a monthly application (each a “Monthly Fee Application”) pursuant to section 331 of the
Bankruptcy Code for interim approval and allowance of compensation for services rendered and
reimbursement of expenses during the Compensation Period. Each Notice Party shall have twenty
one (21) days after service of a Monthly Fee Application to review the Monthly Fee Application
(the “Review Period”) and serve a written notice of objection (a “Notice of Objection”).
SUMMARY OF SERVICES RENDERED
10.
BRG is a global strategic advisory and expert consulting firm that provides
independent expert testimony, litigation and regulatory support, authoritative studies, strategic
advice, and document and data analytics to major law firms, Fortune 500 corporations, government
agencies, and regulatory bodies around the world. BRG has a wealth of experience in providing
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 16 of 31
5
financial consulting in distressed scenarios and enjoys an excellent reputation for services it has
rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the
United States.
11.
Since being retained by the Committee, BRG has rendered professional services to
the Committee as requested and as necessary and appropriate in furtherance of the interests of the
unsecured creditors of the Debtors’ estates. BRG respectfully submits that the professional services
that it rendered on behalf of the Committee were necessary and have directly benefited the creditor
constituents represented by the Committee and have contributed to the effective administration of
these Cases.
12.
BRG submits that the interim and final fees applied for herein for professional
services rendered in performing services for the Committee in this proceeding are fair and
reasonable in view of the time spent, the extent of work performed, the nature of the Debtors’
capitalization structure and financial condition, the Debtors’ financial accounting resources and
the results obtained. BRG’s fees typically are based on the actual hours charged at BRG’s standard
hourly rates, which are in effect when the services are rendered.
13.
BRG expended an aggregate of 1,115.0 hours during the Second Interim Fee
Period, 2,344.9 hours during the Final Fee Period, 56.5 hours during the Post-Confirmation Period,
and 41.8 hours during the Post-Effective Date Period, all of which was expended by the
professional staff of BRG. The work involved, and thus the time expended, was carefully assigned
in light of the experience and expertise required for a particular task. Assigned staff was utilized
to optimize efficiencies and avoid redundant efforts.
14.
BRG’s approach is to utilize senior, experienced personnel to create efficiencies in
time spent reviewing and minimize total cost. In addition, BRG’s hourly rates for professionals of
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 17 of 31
6
comparable experience are at or below those of firms we consider our peers. We believe that the
compensation in this Application is based on the customary compensation charged by comparably
skilled professionals in cases other than cases under Title 11.
15.
BRG believes that there has been no duplication of services between BRG and any
other consultants or accountants to the bankruptcy estate.
16.
No agreement or understanding exists between BRG and any other person for the
sharing of compensation received or to be received for services rendered in connection with the
chapter 11 cases, except for internal agreements among employees of BRG regarding the sharing
of revenue or compensation. Neither BRG nor any of its employees has entered into an agreement
or understanding to share compensation with any entity as described in Bankruptcy Rule 2016.
17.
BRG, in accordance with the Bankruptcy Rules and the Local Rules, charges travel
time at 50% of the time incurred. No travel time was incurred during the Comprehensive Fee
Period.
18.
BRG’s time records for the Post-Confirmation Period are attached hereto as
Exhibit A1 and the Post-Effective Date Period time records are attached hereto as Exhibit A2.
These records include daily time logs describing the time spent by each BRG professional and
administrative-level person in these Cases. Incorporated herein by reference are the time records
for the Final Fee Period, as delineated in Attachment A above.
19.
BRG also maintains records of all actual and necessary out-of-pocket expenses
incurred in connection with the rendition of its professional services. BRG is not requesting
reimbursement for any expenses as none were incurred during the Comprehensive Fee Period.
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20.
The general summary of the services rendered by BRG during the Final Fee Period,
based on tasks and number of hours, is set forth below. Where more than one task code may apply
to a particular entry, BRG endeavored to select the most applicable.
Asset Acquisition/Disposition – Task Code 01
21.
Time charged to this task code relates to BRG’s evaluation of the sales process.
Specifically, BRG spent time (i) reviewing files posted to the data room, Court filings, and other
documents received related to the sales process, liabilities, financial statements and data, and
confidential information memorandum; (ii) analyzing the sale process outreach tracker and
potential buyers included; (iii) preparing the investment banking fee schedule and related
comparables analysis; (iv) reviewing the draft bid procedures; (v) preparing analyses on bids
received; (vi) evaluating the Debtors’ bid analysis; (vii) reviewing bid summaries and value
comparisons provided by the Debtors and their advisors; (viii) evaluating proposed liability
assumptions of sale transactions; (ix) preparing an analysis related to proposed contract
assumptions and cures; (x) reviewing APAs and amendments thereto for bidders, including the
stalking horse, for various business segments; (xi) preparing sale process updates for the weekly
UCC reports; (xii) evaluating the status of the sale process; (xiii) analyzing financial impact of
successful bids to the Debtors’ estate, including assumed liabilities and cure costs; (xiv) reviewing
the draft of the Committee’s supplemental reservation of rights prepared by Counsel; (xv)
reviewing the UCC’s sale objection; (xvi) evaluating transition issues related to the sale; (xvii)
analyzing Transition Servies Agreements (“TSA”) and related agreements; (xviii) reviewing TSA
provisions and related costs; (xix) evaluating additional sale opportunities; (xx) evaluating the sale
funds flow and potential liquidity issues; and (xxi) preparing schedule of sources and uses related
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 19 of 31
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to sale closing. Time was also spent meeting and corresponding with Counsel and the Debtors’
professionals about the same.
22.
BRG has expended 352.4 hours on this category for a fee of $324,766.50.
DIP Financing – Task Code 04
23.
Time charged to this task code relates to time spent on evaluating DIP financing.
Specifically, BRG spent time (i) reviewing the DIP motion and supporting documents; (ii)
developing the diligence list for the DIP financing; (iii) analyzing the DIP comparables; (iv)
analyzing the DIP budget; and (v) reviewing the DIP order. Time was also spent meeting and
corresponding with Counsel and the Debtors’ investment banker in regard to DIP diligence,
financing and budget.
24.
BRG has expended 44.3 hours on this category for a fee of $35,259.50.
Professional Retention/ Fee Application Preparation – Task Code 05
25.
Time charged to this task code relates to time spent preparing BRG’s retention
application package and preparing BRG’s June/July, August, September, and October monthly fee
applications, as well as a first interim fee application. Time was also spent drafting a response to
the US Trustee regarding BRG’s retention; developing a fee estimate for escrow allocation; and
corresponding with Counsel about the same.
26.
BRG has expended 95.0 hours on this category for a fee of $28,075.00.
Attended Hearings/ Related Activities – Task Code 06
27.
Time charged to this task code relates to time spent preparing for and attending the
sale hearing and the confirmation hearing.
28.
BRG has expended 10.2 hours on this category for a fee of $10,577.50.
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 20 of 31
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Interactions/Meetings with Debtors/Debtors’ Counsel – Task Code 07
29.
Time charged to this task code relates to BRG’s participation in meetings and calls,
as well as correspondence with the Debtors’ professionals relating to status and next steps with
respect to these Cases and preparing and revising diligence requests. Some specific topics that
were covered included, but were not limited to, the sale process, TSA, asset disposition, first and
second day motions, critical vendors, contracts, DIP, cash activity, liquidity, administrative
payments, and 503(b)(9) claims.
30.
BRG has expended 24.0 hours on this category for a fee of $26,980.50.
Interaction/Meetings with Creditors/Creditors’ Counsel – Task Code 08
31.
Time charged to this task code relates to BRG’s preparation for and participation
in meetings and calls with the Committee and other Committee professionals relating to case status
and next steps on matters including, but not limited to, first day motions, DIP budget and financing,
bidding procedures, sale process, sale hearing, sale closing, SOFA/SOALs, liquidity, cash activity,
state of operations, investigation status, potential settlement, certain legal matters, Chapter 11 Plan,
Plan supplement, Plan confirmation, Committee call agendas, case timeline, and recent case
developments.
32.
BRG has expended 99.7 hours on this category for a fee of $118,608.50.
Recovery/SubCon/Lien Analysis – Task Code 10
33.
Time charged to this task code relates to time spent by BRG analyzing creditor
recoveries under various scenarios in order to advise the Committee on the development of
appropriate case strategies. Specific tasks included (i) reviewing Debtors’ analysis of potential
recoveries from miscellaneous assets not sold; (ii) preparing a recovery analysis; and (iii) preparing
a report related to the recovery analysis.
34.
BRG has expended 19.3 hours on this category for a fee of $13,000.00.
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 21 of 31
10
Claim Analysis/Accounting – Task Code 11
35.
Time charged to this task code primarily relates to BRG’s review and analysis of
claims. Specifically, time was spent (i) analyzing filed claims and claims register including
supporting documentation; (ii) preparing an analysis estimating the unsecured claims pool; (iii)
reviewing BRG’s analysis on claims pool range; (iv) preparing summaries, both comprehensive
and related to certain categories of unsecured filed claims; (v) evaluating priority unsecured
claims; (vi) analyzing claims payments and related settlements; and (vii) corresponding with
various case parties regarding 503(b)(9) claims and payment of prepetition claims.
36.
BRG has expended 70.9 hours on this category for a fee of $43,282.50.
Statements and Schedules – Task Code 12
37.
As part of the bankruptcy process, the Debtors are required to submit the Statements
of Financial Affairs (“Statements” or “SOFAs”) and Schedules of Assets and Liabilities
(“Schedules” or “SOALs”) for each Debtor. During the Fee Period, BRG spent time (i) analyzing
the filed Statements and Schedules; (ii) analyzing unsecured and priority claims on Schedules E/F;
(iii) analyzing historical payments in SOFA 3 for payments in the 90 days ahead of filing and
SOFA 4 for insider payments; (iv) preparing various summary schedules for the SOFA/SOAL
UCC report; (v) drafting SOFA/SOAL report and presentation; (vi) corresponding with Counsel
and the Debtors’ advisors about SOFA/SOAL matters.
38.
BRG has expended 121.0 hours on this category for a fee of $78,365.00.
Intercompany Transactions/Balances – Task Code 13
39.
Time charged to this task code relates to BRG’s review and analysis of
intercompany activity, transactions, and inter-Debtor and Debtor–Non-Debtor balances.
Specifically, time was spent reviewing the organizational chart, reviewing loan agreements with
foreign entities, and preparing analyses of intercompany balances, agreements, and related matrix.
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40.
BRG has expended 31.5 hours on this category for a fee of $23,292.00.
Executory Contracts/Leases – Task Code 14
41.
Time charged to this task code relates to time spent by BRG (i) reviewing the
Debtor’s contract assumptions and rejections including contract cure and assumption schedules;
(ii) evaluating objections to cure amounts; (iii) editing the summary of cure objections; and (iv)
reviewing contract-related Court filings including notices of contract rejections, contract release
notices, and a motion to compel filed by a certain creditor.
42.
BRG has expended 12.2 hours on this category for a fee of $12,593.50.
Analysis of Historical Results – Task Code 17
43.
This task code primarily relates to BRG’s analysis of the Debtors’ historical
financial information, including financial statements and other operating and financial metrics.
Specifically, time was spent (i) analyzing the Debtors’ historical financial statements and
transactions; (ii) reviewing historical liabilities; (iii) analyzing historical foreign entity obligation
balances; (iv) analyzing assets and potential liabilities at the Debtors’ estate by entity; (v)
analyzing trial balances and preparing related balance sheet analyses for certain entities; (vi)
analyzing the Company’s historical cash flows; (vii) reviewing non-Debtor financials; (viii)
evaluating non-Debtor financials to understand potential wind down obligations; (ix) preparing the
non-Debtor analysis presentation; (x) revising commentary for reporting based on the non-Debtor
analysis; and (xi) preparing analyses related to the Debtors’ financial position over the last three
years.
44.
BRG has expended 188.9 hours on this category for a fee of $115,675.50.
Operating and Other Reports – Task Code 18
45.
Time charged to this task code relates to preparation and revision of periodic reports
for the Committee on various topics including liquidity, the sale process, and other case updates
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 23 of 31
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and analyzing the Debtors’ Monthly Operating Reports. Specifically, time was spent (i) analyzing
June, July, August and September Monthly Operating Reports; (ii) reviewing related financial
statements; (iii) drafting liquidity and sale process weekly reporting; and (iv) preparing summaries
of first day motions and post-sale case updates.
46.
BRG has expended 39.5 hours on this category for a fee of $27,473.00.
Cash Flow/ Cash Management Liquidity – Task Code 19
47.
This task code relates to time spent by BRG reviewing and analyzing matters
impacting the Debtors’ cash management processes and overall liquidity. Specifically, time was
spent (i) evaluating the Debtors’ cash activity and financial statements; (ii) analyzing the DIP
variance reporting from the Debtors; (iii) analyzing the Debtors’ liquidity forecasts, including
revision through expected sale closings; (iv) summarizing payments under first day motions; (v)
developing an analysis and schedules related to the Debtors’ accounts payable; (vi) analyzing
accounts payable roll forward estimates prepared by the Debtors; (vii) reviewing diligence files
provided by the Debtors’ financial advisor related to the wind down reserve budget; (viii)
analyzing the Debtors’ wind down budget, including forecasted cash needs and wind down costs;
(ix) reviewing and updating the liquidation analysis; (x) reviewing the Debtors’ professional
retentions and fee budget; (xi) updating the professional fees analysis; (xii) analyzing the status of
the administrative payments in the budget; (xiii) preparing weekly reporting on the DIP, cash and
liquidity, and cash variances for the Committee; and (xiv) preparing timeline related to the
Debtors’ financial position. Time was also spent meeting and corresponding with Counsel and the
Debtors’ advisors about the Debtors’ liquidity forecasts.
48.
BRG has expended 588.8 hours on this category for a fee of $466,488.00.
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Litigation – Task Code 25
49.
Time charged to this task code primarily relates to BRG’s efforts in support of
various ongoing litigation and investigation workstreams to identify causes of action that may
provide recoveries to unsecured creditors. Specifically, time was spent (i) reviewing discovery
requests; (ii) examining the Debtors’ discovery production based on various search terms to
identify documents relevant to the investigation workstream; (iii) preparing an index of documents
in the diligence data room; (iv) reviewing materials related to historical operations; (v) analyzing
payments and related summaries; (vi) reviewing financial statement disclosures; (vii) analyzing
historical transaction related files; (viii) reviewing documents from investigation related
interviews; (ix) evaluating the status of the investigation; (x) preparing investigation related
reporting for Counsel; and (xi) participating in calls with Counsel about litigation and investigation
workstreams.
50.
BRG has expended 510.3 hours on this category for a fee of $299,987.00.
Tax Issues – Task Code 26
51.
Time charged to this task code primarily relates to time spent by BRG analyzing
various tax matters impacting the Debtors. Specifically, time was spent reviewing tax related
diligence request items.
52.
BRG has expended 3.9 hours on this category for a fee of $3,486.50.
Plan of Reorganization/Disclosure Statement – Task Code 27
53.
Time charged to this task code primarily relates to BRG’s analysis of the Debtors’
Chapter 11 Plan and Disclosure Statement. Specifically, time was spent (i) reviewing various drafts
of the Plan and Disclosure Statement and related supplements; (ii) reviewing Plan supporting
documents including term sheets and declarations; (iii) evaluating the Debtors’ liquidation analysis
and related assumptions; (iv) preparing a report related to the Debtors’ liquidation analysis; (v)
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reviewing a draft of the UCC’s objection to the Disclosure Statement; (vi) analyzing Plan issues
for the potential impact on creditor recoveries; and (vii) evaluating proposed settlement framework
and terms. Additional time was spent meeting and corresponding with Counsel and other case
professionals regarding the Plan and Disclosure Statement, settlement, and Plan-related matters.
54.
BRG has expended 87.9 hours on this category for a fee of $92,369.50.
Planning – Task Code 31
55.
Time charged to this task code relates to the preparation, review, and revision of
BRG’s work plan and related staffing plan for various workstreams.
56.
BRG has expended 2.7 hours on this category for a fee of $2,133.50.
Document Review – Task Code 32
57.
Time charged to this task code relates to time spent by BRG reviewing and
analyzing various case-related documents such as first day motions. Other time was spent
researching historical trading prices and reviewing insurance related policies.
58.
BRG has expended 31.1 hours on this category for a fee of $22,138.50.
Vendor Management – Task Code 37
59.
Time charged to this task code relates to time spent by BRG evaluating critical
vendor designations and payments, developing reporting for the Committee regarding critical
vendors, and corresponding with Debtor professionals regarding the same.
60.
BRG has expended 11.3 hours on this category for a fee of $11,132.00.
POST-CONFIRMATION and POST-EFFECTIVE DATE SERVICES RENDERED
61.
During the approximately two-week period between Plan confirmation and the
Effective Date (i.e., the “Post-Confirmation Period”), BRG devoted 56.5 hours to, among other
things, (i) assessing the TSA arrangements and obligations related to the sales; (ii) evaluating the
updated claims pool, contract settlements, and related payments; (iii) monitoring liquidity and
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accounts payable; (iv) analyzing issues regarding consummation of the Plan and related
communications with the Debtors and other parties in interest; and (v) preparing fee applications.
During the Post-Effective Date Period, BRG devoted a total of 41.8 hours to the preparation of its
November monthly and second interim and final fee applications. By this Application, BRG seeks
approval and allowance of compensation in the amount of $53,695.50 for professional services
rendered during the Post-Confirmation Period and $13,943.50 for professional services rendered
during the Post-Effective Date Period. All work performed by BRG during the Post-Confirmation
and Post-Effective Date Periods are described in detail in schedules attached hereto as Exhibit A1
and Exhibit A2.
ACTUAL AND NECESSARY EXPENSES
62.
BRG incurred no actual out-of-pocket expenses in connection with the rendition of
the professional services to the Committee during the Comprehensive Fee Period.
63.
Disbursements and expenses are incurred in accordance with BRG’s normal
practice of charging clients for expenses clearly related to and required by particular matters. Such
expenses are often incurred to enable BRG to devote time beyond normal office hours to matters,
which imposed extraordinary time demands. BRG endeavors to minimize these expenses to the
fullest extent possible.
64.
BRG’s billing rates do not include charges for photocopying, telephone and
facsimile charges, computerized research, travel expenses, “working meals,” secretarial overtime,
postage, and certain other office services, because the needs of each client for such services differ.
BRG believes that it is fairest to charge each client only for the services actually used in performing
services for such client. BRG endeavors to minimize these expenses to the fullest extent possible.
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65.
In providing a reimbursable service such as copying or telephone, BRG does not
make a profit on that service. In charging for a particular service, BRG does not include in the
amount for which reimbursement is sought the amortization of the cost of any investment,
equipment, or capital outlay. In seeking reimbursement for service which BRG justifiably
purchased or contracted for from a third party, BRG requests reimbursement only for the amount
billed to BRG by such third-party vendor and paid by BRG to that vendor.
NOTICE AND NO PRIOR APPLICATION
66.
Notice of this Application has been given to (a) the Debtors; (b) counsel to the
Debtors; (c) counsel to the 1L Ad Hoc Group and (d) the Office of the U.S. Trustee; (collectively,
the “Notice Parties”). In light of the nature of the relief requested herein, BRG submits that no
further or other notice is required.
67.
With respect to these amounts, as of the date of the Application, BRG has received
interim payments, as described herein, based on the monthly and interim fee applications filed, in
accordance with the Interim Compensation Order. No previous application for the relief sought
herein has been made to this or any other Court.
[Remainder of the page left intentionally blank]
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CONCLUSION
WHEREFORE, BRG respectfully requests: (a) that it be allowed on an interim basis fees
in the amount of $804,931.00 for reasonable, actual and necessary services rendered by it on behalf
of the Committee during the Second Interim Fee Period; (b) that it be allowed on a final basis fees
in the amount of $1,733,684.00 for reasonable, actual and necessary services rendered by it on
behalf of the Debtor during the Final Fee Period; (c) that it be allowed on a final basis fees in the
amount of $53,695.50 for reasonable, actual and necessary services rendered by it on behalf of the
Committee during the Post-Confirmation Period, (d) that it be allowed on a final basis fees in the
amount of $13,943.50 for reasonable, actual and necessary services rendered by it on behalf of the
Committee during the Post-Effective Date Period; (e) that the Debtor be authorized and directed
to immediately pay to BRG any allowed unpaid fees and expenses due to BRG for the
Comprehensive Fee Period; and (f) and granting such other and further relief as the Court may
deem just and proper .
Dated: 1/24/2025
Saddle Brook, NJ
BERKELEY RESEARCH GROUP, LLC
/s/ David Galfus
David Galfus
Managing Director
250 Pehle Avenue, Suite 301
Saddle Brook, NJ 07663
(201) 587-7117
Financial Advisor to the Official Committee of
Unsecured Creditors
Case 24-11217-BLS Doc 973 Filed 01/24/25 Page 29 of 31
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)
VERIFICATION
David Galfus, pursuant to 28 U.S.C. § 1746, declares as follows:
a)
I am a Managing Director at the applicant firm, Berkeley Research Group,
LLC (“BRG”), and am authorized to submit this verification on behalf of BRG.
b)
I have personally performed or supervised many of the professional services
rendered by BRG as financial advisor to the Official Committee of Unsecured Creditors (the
“Committee”) and am familiar with the work performed on behalf of the Committee by the
professionals and other persons in the firm.
c)
I have reviewed the foregoing Application and the facts set forth therein are
true and correct to the best of my knowledge, information, and belief.
d)
All services for which compensation is requested by BRG were professional
services performed for and on behalf of the Committee and not on behalf of any other person.
e)
I have reviewed the requirements of Local Rule 2016-2 and certify to the
best of my information, knowledge, and belief that this Application complies with Local 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 973 Filed 01/24/25 Page 30 of 31
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f)
I certify under penalty of perjury that the foregoing is true and correct.
Executed on 1/24/2025
/s/ David Galfus
David Galfus
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