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Vyaire - COC re Omnibus Final Fee Order (CS BDO Omni MDW BRG)

Date
2025-02-28

Summary

A proposed Omnibus Fee Order Awarding Professionals Final Allowance of Compensation, filed February 28, 2025 as Doc 1003-1 (Exhibit A) in In re Vyaire Medical, Inc., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware. The proposed order would grant the final fee applications at Docket Nos. 932, 933, 934, 972 & 973 and allow each professional's fees and expenses on a final basis. It states that the Fee Examiner has resolved all fees and expenses with the professionals and that the order is deemed a separate order for each application. Exhibit 1 lists Cole Schotz P.C., BDO USA P.C., Omni Agent Solutions, Inc., McDermott Will & Emery LLP and Berkeley Research Group, LLC, with a total of $8,727,153.19 in fees and expenses approved.

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Case 24-11217-BLS   Doc 1003-1   Filed 02/28/25   Page 1 of 5




                        Exhibit A

                     Proposed Order
                 Case 24-11217-BLS            Doc 1003-1          Filed 02/28/25      Page 2 of 5




                         IN THE UNITED STATES BANKRUPTCY COURT
                              FOR THE DISTRICT OF DELAWARE

                                                              )
    In re:                                                    )     Chapter 11
                                                              )
    VYAIRE MEDICAL, INC.,1                                    )     Case No. 24-11217 (BLS)
                                                              )
                             Liquidating Debtor.              )
                                                              )     Re: Docket Nos. 932, 933, 934, 972 & 973

                           OMNIBUS FEE ORDER AWARDING
                PROFESSIONALS FINAL ALLOWANCE OF COMPENSATION
              FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES

             Upon consideration of the final fee applications (each a “Final Fee Application” and

collectively, the “Final Fee Applications”) of the professionals referenced on Exhibit 1

(each a “Professional” and collectively, the “Professionals”) for the final allowance of

compensation, including all holdbacks, for professional services rendered and reimbursement of

expenses incurred during the periods set forth on Exhibit 1 (the “Final Compensation Period”),

filed in accordance with the Second Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and

Its Debtor Affiliates [Docket No. 719] (as amended, the “Plan”) and the Order Appointing Fee

Examiner and Establishing Related Procedures for the Review of Fee Applications of Retained

Professionals [Docket No. 690] (the “Fee Examiner Order”),2 and the Court having reviewed the

Final Fee Application of each Professional and the Fee Examiner’s Final Report Pertaining to


1
      This chapter 11 case is now being administered by the Plan Administrator pursuant to the terms of the Findings
      of Fact, Conclusions of Law, and Order Approving the Debtors’ 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 Plan Administrator’s mailing address is Vyaire Medical, Inc.,
      Attn: David M. Barse, Plan Administrator, c/o Cole Schotz P.C., 500 Delaware Avenue, Suite 1410, Wilmington,
      DE 19801.

2
      Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in
      the Plan, the Fee Examiner Order or 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”).
               Case 24-11217-BLS       Doc 1003-1     Filed 02/28/25     Page 3 of 5




Second Interim and Final Fee Applications of Certain Retained Professionals [Docket No. 994]

(the “Fee Examiner Report”); and it appearing that all of the requirements, as applicable, of

sections 327, 328, 330, 331 and 503(b) of the Bankruptcy Code, as well as Bankruptcy Rule 2016

and Local Rule 2016-2, have been satisfied; and it further appearing that the expenses incurred

were reasonable and necessary; and that notices of the Final Fee Applications were appropriate;

and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY ORDERED

THAT:

          1.    Each Final Fee Application is GRANTED and APPROVED as set forth herein.

          2.    Each of the Professionals is allowed compensation on a final basis for services

rendered and reimbursement for actual and necessary expenses incurred during the Final

Compensation Period in the amounts set forth on Exhibit 1.

          3.    To the extent not already paid pursuant to the Interim Compensation Order, each

Professional shall be paid one-hundred percent (100%) of the fees and one-hundred percent

(100%) of the expenses listed on Exhibit 1 under the column labeled “Total Amount of Fees and

Expenses Approved Under this Order” that have not yet been paid in satisfaction of the allowed

fees and expenses for services rendered and expenses incurred during the Final Compensation

Period.

          4.    As set forth in the Fee Examiner Report, the Fee Examiner has resolved all fees and

expenses with the Professionals, and there are no unresolved fees and expenses that would be

subject to further Court order.

          5.    This Order shall be deemed a separate order with respect to each Final Fee

Application. Any stay of this Order pending appeal with respect to any one Professional shall only
             Case 24-11217-BLS         Doc 1003-1       Filed 02/28/25     Page 4 of 5




apply to the particular Professional that is the subject of such appeal, and shall not operate to stay

the applicability and/or finality of this Order with respect to any other Professional.

       6.      This Court shall retain jurisdiction over all matters arising from or related to the

interpretation, implementation, and/or enforcement of this Order.
                                        Case 24-11217-BLS            Doc 1003-1          Filed 02/28/25    Page 5 of 5




                                                                            Exhibit 1

                                                                  Final Fee Applications
                                                                 Vyaire Medical, Inc., et al.
                                                                 Case No. 24-11217 (BLS)

                                              Final                                                                            Total Amount
                Professional                                                                          Final Expenses
                                           Compensation             Final Fees Requested                                   of Fees and Expenses
                 and Title                                                                              Requested
                                              Period                                                                     Approved Under this Order
    Cole Schotz P.C.                        06/09/2024 –
                                                                        $3,131,085.00                     $16,601.99           $3,142,086.99
    Delaware Co-Counsel to the Debtors       11/14/2024

    BDO USA P.C.                            06/09/2024 –
                                                                        $1,505,329.64                       $0.00              $1,505,329.64
    Tax Accountant to the Debtors            11/14/2024

    Omni Agent Solutions, Inc.              06/09/2024 –
                                                                          $37,679.20                        $0.00               $37,679.20
    Administrative Agent to the Debtors      11/14/2024

    McDermott Will & Emery LLP
                                            06/28/2024 –
    Counsel to the Official Committee                                   $2,232,224.031                    $8,510.332           $2,240,734.36
                                             11/14/2024
    of Unsecured Creditors

    Berkeley Research Group, LLC
                                            06/28/2024 –
    Financial Advisor to the Official                                   $1,801,323.003                      $0.00              $1,801,323.00
                                             11/14/2024
    Committee of Unsecured Creditors

    TOTAL                                        N/A                    $8,707,640.87                     $25,112.32           $8,727,153.19




1
      Includes $56,117.85 in fees incurred for post-confirmation services rendered.

2
      Includes $341.84 in post-confirmation expenses incurred.

3
      Includes $67,639.00 in fees incurred for post-confirmation services rendered.


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