Full text
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
VYAIRE MEDICAL, INC., et al.,1
)
Case No. 24-11217 (BLS)
)
Debtors.
)
)
(Jointly Administered)
)
Obj. Deadline: February 17, 2025 at 4:00 p.m. (ET)
THE PLAN ADMINISTRATOR’S FIRST NOTICE OF SATISFACTION OF CLAIMS
PARTIES RECEIVING THIS NOTICE SHOULD LOCATE THEIR NAMES AND
THEIR
SATISFIED
CLAIMS
AND
SATISFIED
SCHEDULED
AMOUNTS
IDENTIFIED ON SCHEDULES 1 AND 2 ATTACHED HERETO.
PLEASE TAKE NOTICE that David M. Barse, solely in his capacity as the Plan
Administrator of Vyaire Medical, Inc., et al. (the “Plan Administrator”), appointed pursuant to the
Second Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates [Docket
No. 719] (the “Plan”), which was confirmed by the Order of the United States Bankruptcy Court
for the District of Delaware (the “Court”) on November 14, 2024 [Docket No. 745] (the
“Confirmation Order”),2, hereby files this notice (the “Notice”) identifying certain claims filed in
these chapter 11 cases that have been satisfied in full (the “Fully Satisfied Claims”) or in part (the
“Partially Satisfied Claims”, and together with the Fully Satisfied Claims, the “Satisfied Claims”).
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
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Confirmation Order or Plan, as applicable.
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 1 of 9
2
A list of the Fully Satisfied Claims is attached hereto as Schedule 1 and a list of the Partially
Satisfied Claims is attached hereto as Schedule 2.
BACKGROUND
A.
The Chapter 11 Cases
1.
On June 9, 2024, Vyaire Medical, Inc. and its affiliated debtors in the above-
captioned chapter 11 cases (collectively, the “Debtors”) each commenced a voluntary case under
the Bankruptcy Code with this Court.
2.
The Debtors’ chapter 11 cases are being jointly administered under the case styled In
re: Vyaire Medical, Inc., et al. for procedural purposes only pursuant to Rule 1015(b) of the
Bankruptcy Rules, Rule 1015-1 of the Local Rules, and the Order (I) Directing Joint Administration
of Chapter 11 Cases and (II) Granting Related Relief [Docket No. 84] entered by the Court on June
11, 2024. The Debtors operated their business and managed their properties as debtors in possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
3.
On June 26, 2024, the Office of the United States Trustee for the District of
Delaware (the “U.S. Trustee”) appointed an official committee of unsecured creditors in the
Chapter 11 Cases [Docket No. 121] (the “Committee”).3 On October 30, 2024, the Bankruptcy
Court appointed a fee examiner [Docket No. 690]. No trustee has been appointed in these Chapter
11 Cases.
4.
On November 14, 2024, this Court entered the Confirmation Order.
5.
On November 27, 2024 (the “Effective Date”), the Plan became effective in
accordance with its terms [Docket No. 810].
3
Pursuant to Article IV.I. of the Plan, except for certain limited purposes, including to prosecute fee applications,
the Committee dissolved on the Effective Date (as defined herein).
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 2 of 9
3
6.
On the Effective Date, David M. Barse, in his capacity as Plan Administrator,
became the sole representative of the Debtors’ estates for the purpose of, inter alia, reconciling
claims filed against the Debtors’ estates and facilitating distributions in accordance with the Plan.
See Plan, Art. IV.E. and VII.
B.
The Claims Reconciliation Process
7.
On July 9, 2024, the Court entered the Order (I) Setting Bar Dates for Filing Proofs
of Claim, Including Under Section 503(b)(9), (II) Establishing Amended Schedules Bar Date and
Rejection Damages Bar Date, (III) Approving the Form of and Manner for Filing Proofs of Claim,
Including Section 503(b)(9) Requests, and (IV) Approving Form and Manner of Notice Thereof
[Docket No. 227] (the “Bar Date Order”), which established, inter alia, August 2, 2024 (the “Bar
Date”) as the deadline for all persons and entities to file prepetition proofs of claim against the
Debtors based on section 503(b)(9) of the Bankruptcy Code.
8.
Pursuant to the Plan, the deadline for creditors to file administrative expense claims
against the Debtors’ estates expired on December 27, 2024. See Plan, Art. I.A.5.
9.
Pursuant to Article I.A.6. of the Plan, the Plan Administrator’s deadline for filing
objections to Administrative Claims “shall be the later of (a) 60 days after the Effective Date [i.e.,
January 27, 2025]4 and (b) 60 days after the Filing of the applicable request for payment of the
Administrative Claim” (the “Administrative Claims Objection Bar Date”).
10.
On January 24, 2025, the Plan Administrator filed a motion seeking to extend the
Administrative Claims Objection Bar Date through and including May 27, 2025 [Docket No. 971].
4
Because 60 days after the Effective Date falls on Sunday, January 26, 2025, the Administrative Claims Objection
Bar Date rolls until the next business day – i.e., Monday, January 27, 2025. See FED. R. BANKR. P. 9006(a).
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 3 of 9
4
11.
In addition, subject to the Plan Administrator’s ability to seek an extension of such
deadline, the Plan established May 27, 20255 as the deadline to file objections to the allowance of
any other claims filed against the Debtors’ estates. See Plan, Art. VII.E.
12.
Pursuant to Article VII.D. of the Plan, any “Claim or Interest that has been paid or
satisfied in may be adjusted or expunged…by the Wind-Down Debtors after notice to the Holder
of such Claim (or such Holder’s known counsel), but without any further notice to or action, order
or approval of the Bankruptcy Court; provided, that the Wind-Down Debtors shall file a notice of
satisfaction or other pleading evidencing such satisfaction and serve the same on the Holders of
such Claims.”
CLAIMS SATISFIED AFTER THE PETITION DATE
13.
The Plan Administrator has reviewed the Debtors’ books and records and
determined that the Fully Satisfied Claims listed in Schedule 1 attached hereto were satisfied in
full, and the Partially Satisfied Claims listed in Schedule 2 attached hereto were satisfied in part
as set forth therein.
14.
Accordingly, the Plan Administrator intends to have Omni Agent Solutions, Inc.
designate on the claims register in these chapter 11 cases that the Fully Satisfied Claims and
Partially Satisfied Claims have been previously satisfied, in full or in part, as provided for on
Schedule 1 and Schedule 2. The Plan Administrator is serving this Notice on all parties holding
the Fully Satisfied Claims and Partially Satisfied Claims and providing such parties with an
opportunity to respond to the Plan Administrator’s position that such amounts have been satisfied,
in full or in part, as set forth on the respective schedules.
5
Because 180 days after the Effective Date falls on Memorial Day, May 26, 2025, the Claims Objection Deadline
rolls until the next business day – i.e., Tuesday, May 27, 2025. See FED. R. BANKR. P. 9006(a).
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 4 of 9
5
RESPONSES TO THE NOTICE
15.
Any party disputing the Plan Administrator’s position that a particular Satisfied
Claim has been satisfied as provided on Schedules 1 and 2, as applicable, must file a written
response no later than February 17, 2025 at 4:00 p.m. (prevailing Eastern Time) (the
“Response Deadline”) with the Office of the Clerk, United States Bankruptcy Court for the
District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, and serve
the response on counsel for the Plan Administrator, so that the response is received no later than
the Response Deadline at the following address:
Patrick J. Reilley, Esq.
Stacy L. Newman, Esq.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
preilley@coleschotz.com
snewman@coleschotz.com
- and -
Matteo Percontino, Esq.
Court Plaza North, 25 Main Street
Hackensack, NJ 07601
Telephone: (201) 489-8000
mpercontino@coleschotz.com
16.
The Plan Administrator will review any responses and make a reasonable effort to
determine whether any asserted amounts were, in fact, not satisfied. In the event that the parties
are unable to reach a resolution, the Plan Administrator will schedule a hearing on the matter at a
date and time determined by the Plan Administrator, in his discretion, subject to the availability of
the Court.
17.
Questions concerning this Notice should be directed to counsel for the Plan
Administrator, Cole Schotz P.C., 500 Delaware Avenue, Suite 1410, Wilmington, DE 19801, Attn:
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 5 of 9
6
Patrick J. Reilley (preilley@coleschotz.com) and Stacy L. Newman (snewman@coleschotz.com)
and Cole Schotz P.C., Court Plaza North, 25 Main Street, Hackensack, NJ 10019, Attn: Matteo
Percontino (mpercontino@coleschotz.com). Claimants should not contact the Clerk of the Court
to discuss the merits of their Fully Satisfied Claims, Partially Satisfied Claims, or this Notice.
RESERVATION OF RIGHTS
18.
The Plan Administrator reserves any and all rights, claims and defenses with respect
to any and all of the Fully Satisfied Claims and Partially Satisfied Claims, and nothing included in
or omitted from this Notice shall impair, prejudice, waive or otherwise affect any such rights,
claims and defenses.
Dated: January 27, 2025
Wilmington, Delaware
COLE SCHOTZ P.C.
/s/ Stacy L. Newman
Patrick J. Reilley (No. 4451)
Stacy L. Newman (No. 5044)
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
preilley@coleschotz.com
snewman@coleschotz.com
- and -
Matteo Percontino, Esq. (Admitted Pro Hac Vice)
Court Plaza North, 25 Main Street
Hackensack, NJ 07601
Telephone: (201) 489-3000
Facsimile: (201) 489-1536
mpercontino@coleschotz.com
Counsel to David M. Barse, solely in his capacity as
the Plan Administrator of Vyaire Medical, Inc., et al.
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 6 of 9
(Sec)- Secured
(Adm)- Administrative
(503)- 503(b)(9)
(Pri)- Priority
(GUC)- Non-Priority General Unsecured
(Tot)- Total Claim
Item No.
Claimant Name
Case Number
Debtor Against Whom Claim is Filed
Claim No.
Reason for Modification
1
Analytical Industries Inc.
24-11217
Vyaire Medical Inc.
3
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
64,940.00
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
31,900.00
$
(GUC)-
-
$
(Tot)-
96,840.00
$
(Tot)-
-
$
2
Maxtec
24-11234
Vyaire Medical 211, Inc.
9
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
134,953.20
$
(503)-
-
$
(Pri)-
(Pri)-
-
$
(GUC)-
-
$
(GUC)-
-
$
(Tot)-
134,953.20
$
(Tot)-
-
$
3
Teledyne Analytical Insstruments
24-11234
Vyaire Medical 211, Inc.
14
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
29,400.00
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
-
$
(GUC)-
-
$
(Tot)-
29,400.00
$
(Tot)-
-
$
4
Teledyne Marine dba Teledyne Cable Solutions
24-11217
Vyaire Medical, Inc.
150
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
16,357.00
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
-
$
(GUC)-
-
$
(Tot)-
16,357.00
$
(Tot)-
-
$
The Debtors' books and records indicate that this claim
representing invoice numbers C241813, C242393, C242477,
C243059, C243082, C241213, and C241796, was satisfied in full by
payment made on August 23, 2024 (Wire Ref. #8168400236JO).
The Debtors' books and records indicate that this claim was
satisfied in full by payment made on July 19, 2024 (Check
#302294).
Objection Key
SCHEDULE 1
FULLY SATISFIED CLAIMS
Claim Amount &
Classification Status
Adjusted Classification
Status & Amount
The Debtors' books and records indicate that this claim was
satisfied in full by payment made on July 12, 2024 (Check
#302271).
The Debtors' books and records indicate that this claim was
satisfied in full by payments made on (i) August 23, 2024 in the
amount of $41,040.00 covering invoice numbers 385332, 385756,
and 386698 (Check #302330) and(ii) August 29, 2024 in the
amount of $105,364.00 covering invoice numbers 389701 and
390465 (Check #302348). The Debtors overpaid invoice number
385332 by $5,486.80 and are entitled to a credit for that amount.
68877/0001-49233495v1
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 7 of 9
(Sec)- Secured
(Adm)- Administrative
(503)- 503(b)(9)
(Pri)- Priority
(GUC)- General Unsecured
(Tot)- Total Claim
Item No.
Claimant Name
Case Number
Debtor Against Whom Claim is Filed
Claim No.
Reason for Modification
1
Best Source Electronics Corp.
24-11217
Vyaire Medical Inc.
6
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
42,744.00
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
17,986.18
$
(GUC)-
17,986.18
$
(Tot)-
60,730.18
$
(Tot)-
17,986.18
$
2
Da/Pro Rubber Inc.
24-11217
Vyaire Medical Inc.
116
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
4,350.00
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
110,379.28
$
(GUC)-
110,379.28
$
(Tot)-
114,729.28
$
(Tot)-
110,379.28
$
3
Data Modul, Inc.
24-11217
Vyaire Medical Inc.
82
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
369,732.30
$
(503)-
-
$
(Pri)-
369,732.30
$
(Pri)-
-
$
(GUC)-
843,756.00
$
(GUC)-
843,756.00
$
(Tot)-
1,213,488.30
$
(Tot)-
843,756.00
$
4
E&S Precision Sheetmetal Mfg Inc.
24-11217
Vyaire Medical Inc.
57
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
4,250.00
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
26,465.00
$
(GUC)-
26,465.00
$
(Tot)-
30,715.00
$
(Tot)-
26,465.00
$
5
Enhanced Filter Co.
24-11234
Vyaire Medical 211, Inc.
11
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
26,676.70
$
(503)-
25,174.30
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
-
$
(GUC)-
-
$
(Tot)-
26,676.70
$
(Tot)-
25,174.30
$
6
House of Batteries
24-11234
Vyaire Medical 211, Inc.
4
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
11,201.60
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
70,631.34
$
(GUC)-
70,631.34
$
(Tot)-
81,832.94
$
(Tot)-
70,631.34
$
7
Jabil Inc.
24-11217
Vyaire Medical Inc.
134
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
212,675.91
$
(503)-
195,284.41
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
987,639.11
$
(GUC)-
987,639.11
$
(Tot)-
1,200,315.02
$
(Tot)-
1,182,923.52
$
The Debtors' books and records indicate that the asserted section 503(b)(9)/Priority portion of
the claim was assumed by ZOLL Medical in connection with the ZOLL Sale Transaction, funded to
the Debtors, and satisfied by the Debtors on ZOLL's behalf in full on or about November 8, 2024
by Wire Ref. #2832100313JO.
The Debtors' books and records indicate that $23,503 of the asserted section 503(b)(9) claim
was satisfied on or about July 19, 2024 by Check #92759 and the balance of $19,241 was
assumed by ZOLL Medical in connection with the ZOLL Sale Transaction, funded to the Debtors,
and satisfied by the Debtors on ZOLL's behalf in full on or about November 25, 2024 by Check
#92781.
The Debtors' books and records indicate that the asserted section 503(b)(9) portion of the claim
was assumed by ZOLL Medical in connection with the ZOLL Sale Transaction, funded to the
Debtors, and satisfied by the Debtors on ZOLL's behalf in full on or about November 25, 2024 by
Check #302427.
The Debtors' books and records indicate that the asserted section 503(b)(9) portion of the claim
was assumed by ZOLL Medical in connection with the ZOLL Sale Transaction, funded to the
Debtorts, and satisfied by the Debtors on ZOLL's behalf in full on or about November 25, 2024 by
Check #302429.
The Debtors' books and records indicate that $17,391.50 of the asserted section 503(b)(9)
portion of the claim was satisfied on or about August 23, 2024 by Wire Ref. #8133700236JO
covering invoice numbers 9453418174, 9453418175, 9453499158, 9453499159, and
9453499163.
The Debtors' books and records indicate that the asserted section 503(b)(9) portion of the claim
was satisfied in full by payments of (i) $10,664.00 paid on or about July 30, 2024 by Check
#302301 covering invoice number 167297, and (ii) $537.60 on or about August 23, 2024 by
Check #302326 covering invoice number 167299 .
The Debtors' books and records indicate that the valid portion of the section 503(b)(9) claim
totaling $1,502.40 was assumed by ZOLL Medical in connection with the ZOLL Sale Transaction,
funded to the Debtors, and satisfied by the Debtors on ZOLL's behalf in full on or about
November 25, 2024 by Check #302430. The balance of $25,174.30 were for good received by the
Debtors on April 20, 2024 and outside the 20 days prior to the filing of the bankruptcy cases and is
or will be subject to a separate claim objection to reclassify the amount to a non-priority general
unsecured claim.
SCHEDULE 2
PARTIALLY SATISFIED CLAIMS
Adjusted Classification Status &
Amount
Claim Amount & Classification Status
Objection Key
68877/0001-49233495v1
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 8 of 9
Item No.
Claimant Name
Case Number
Debtor Against Whom Claim is Filed
Claim No.
Reason for Modification
Adjusted Classification Status &
Amount
Claim Amount & Classification Status
8
Newark Corporation
24-11217
Vyaire Medical Inc.
152
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
32,000.00
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
336,749.80
$
(GUC)-
336,749.80
$
(Tot)-
368,749.80
$
(Tot)-
336,749.80
$
9
Perma Pure
24-11234
Vyaire Medical 211, Inc.
10
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
189,071.75
$
(503)-
31,828.75
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
-
$
(GUC)-
-
$
(Tot)-
189,071.75
$
(Tot)-
31,828.75
$
10
Therm-O-Namel, Inc.
24-11217
Vyaire Medical, Inc.
85
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
1,061.60
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
2,123.20
$
(GUC)-
2,123.20
$
(Tot)-
3,184.80
$
(Tot)-
2,123.20
$
11
Totex Manufacturing, Inc.
24-11231
Vyaire Medical 203, Inc.
7
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
27,809.00
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
343,692.18
$
(GUC)-
343,692.18
$
(Tot)-
371,501.18
$
(Tot)-
343,692.18
$
Fantas Eyes Inc
20-13076
FHC
3211
12
Veritiv Operating Company
24-11217
Vyaire Medical Inc.
149
(Sec)-
-
$
(Sec)-
-
$
(Adm)-
-
$
(Adm)-
-
$
(503)-
17,726.78
$
(503)-
-
$
(Pri)-
-
$
(Pri)-
-
$
(GUC)-
96,759.43
$
(GUC)-
9,509.31
$
(Tot)-
114,486.21
$
(Tot)-
9,509.31
$
The Debtors' books and records indicate that the asserted section 503(b)(9) portion of the claim
was satisfied in full on or about (i) August 23, 2024 by Wire Ref. #8191300236JO covering invoice
number 6950819600, (ii) September 7, 2024 by Wire Ref. #8143900250JO covering invoice
numbers 6950809765, 6950812350, 6950810366, 6950818910, 6950804041, and
6950812386, and (iii) September 20, 2024 by Wire Ref. #8143900250JO covering invoice
numbers 6950812471, 6950816820, and 6950819641. In addition, $87,250.12 of the GUC claim
was also satified by the payments on September 7, 2024 and September 20, 2024.
The Debtors' books and records indicate that $157,242.75 of the asserted section 503(b)(9)
claim was satisfied on or about July 23, 2024 by Check #302314 covering invoice numbers
0116752IN, 0116753IN, 0116754IN, 0116755IN, 0116756IN, 0116770IN, 0116771IN,
0116777IN, 0116786IN, 0117131IN, 0117180IN, 0117550IN, 0117862IN, and 0117863IN. The
balance of $31,828.75 was assumed by Trudell Medical in connectin with the Trudell Sale
Transaction and therefore is or will be subject to a separate claim objection on that basis.
The Debtors' books and records indicate that the asserted section 503(b)(9) portion of the claim
was satisfied in full on or about July 30, 2024 by Check #302318 covering invoice number 24884.
The Debtors' books and records indicate that the asserted section 503(b)(9) portion of the claim
was assumed by ZOLL Medical in connection with the ZOLL Sale Transaction, funded to the
Debtors, and satisfied by the Debtors on ZOLL's behalf in full on or about November 25, 2024 by
Check #302432.
The Debtors' books and records indicate that $1,177.00 of the asserted section 503(b)(9) claim
was satisfied on or about August 23, 2024 by Check #92767 covering invoice number
INV0217821, and the balance of $26,632 was assumed by ZOLL Medical in connection with the
ZOLL Sale Transaction, funded to the Debtors, and satisfied by the Debtors on ZOLL's behalf in
full on or about November 25, 2024 by Check #92782 covering invoice number INV0217848.
68877/0001-49233495v1
Case 24-11217-BLS Doc 978 Filed 01/27/25 Page 9 of 9