Vyaire - BDO Final Fee App (June to November) [Final 1.7]
- Date
- 2025-03-05
Summary
The final fee application of BDO USA, P.C., tax accountant to the debtors, filed January 15, 2025 as Doc 933 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 $1,505,329.64 in compensation and $0.00 in expenses for the period June 9, 2024 through November 14, 2024 under sections 330 and 331 of the Bankruptcy Code. It recites the firm's retention, entered August 7, 2024 at Docket No. 366, the interim compensation and fee examiner orders, and tables of prior monthly and interim applications. Exhibits break 2,796.6 hours down by project category and by professional, showing a subtotal of $1,603,446.20 less a $35,116.56 voluntary reduction and a $63,000.00 discount, at a blended rate of $538.27. The 12-page application gives a hearing date of March 5, 2025 and an objection deadline of February 5, 2025.
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Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 1 of 12
UAL HEARIIN 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)
)
) Hearing Date: March 5, 2025, at 10:30 a.m. (ET)
) Objection Deadline: February 5, 2025, at 4:00 p.m. (ET)
FINAL FEE APPLICATION OF BDO USA P.C., TAX ACCOUNTANT TO THE
DEBTORS AND DEBTORS IN POSSESSION, FOR ALLOWANCE OF
COMPENSATION AND REIMBURSEMENT OF EXPENSES
FOR THE PERIOD FROM JUNE 9, 2024 THROUGH NOVEMBER 14, 2024
Name of Applicant: BDO USA, P.C.
Authorized to provide professional
services to: Vyaire Medical, Inc., et al.
Date of retention: August 7, 2024 (Effective as of June 9, 2024)
[Docket No. 366]
Period for which compensation
and reimbursement is sought: June 9, 2024 through November 14, 2024
Amount of compensation sought as
actual, reasonable and necessary: $1,505,329.642
Amount of expense reimbursement
sought as actual, reasonable and necessary: $0.00
This is a(n): __ monthly ___ interim _X_ final application
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
As set forth in the First Omnibus Order Awarding Interim Allowance of Compensation for Services Rendered and
Reimbursement of expenses [Docket No. 834], BDO USA, P.C. agreed to a voluntary fee reduction of $35,116.56.
This amount also reflects an additional voluntary discount of $63,000.00 being applied against BDO’s final fee
application as tax accountant to the debtors for compensation and reimbursement of expenses incurred for the period
from June 9, 2024 through November 14, 2024.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 2 of 12
Prior Interim Fee Application:
Application Docket
Interim Fee Period Approved Fees and Expenses
No., and Date Filed
Docket No. 698, 11/08/24 6/9/2024 – 8/31/2024 $1,146,258.04
Prior Monthly Fee Applications:
Requested Fees Approved Fees
Monthly Application Holdback
and Expenses and Expenses
Monthly Fee
CNO
Period, Total Approved
Docket No. Total Fees Approved Fees Holdback
Application Expenses Expenses
and Date Requested Fees (80%) (20%)
Docket No., and Requested (100%)
Filed
Date Filed
06/09/24 –
Docket
06/30/24
No. 533 $346,930.80 $0.00 $277,544.64 $0.00 $69,386.16
Docket No. 479
09/19/2024
08/28/24
07/01/24 –
Docket
07/31/24
No. 591 $356,159.60 $0.00 $284,927.68 $0.00 $71,231.92
Docket No. 512
10/01/2024
09/09/24
08/01/24 –
Docket
08/31/24
No. 645 $478,284.20 $0.00 $382,627.36 $0.00 $95,656.84
Docket No. 579
10/21/2024
09/27/24
09/01/24 –
Docket
09/30/24
No. 792 $191,542.40 $0.00 $153,233.92 $0.00 $38,308.48
Docket No. 700
11/22/2024
10/31/24
10/01/24 –
Docket
10/31/24
No. 839 $128,876.40 $0.00 $103,101.12 $0.00 $25,775.28
Docket No. 756
12/12/2024
11/20/24
11/01/24 –
Docket
11/14/24
No. 920 $38,652.80 $0.00 $30,922.24 $0.00 $7,730.56
Docket No. 841
1/6/2025
12/13/24
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 3 of 12
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)
)
) Hearing Date: March 5, 2025, at 10:30 a.m. (ET)
) Objection Deadline: February 5, 2025, at 4:00 p.m. (ET)
FINAL FEE APPLICATION OF BDO USA P.C., TAX ACCOUNTANT TO THE
DEBTORS AND DEBTORS IN POSSESSION, FOR ALLOWANCE OF
COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD
FROM JUNE 9, 2024 THROUGH NOVEMBER 14, 2024
BDO USA, P.C. (the “Applicant” or “BDO”), tax accountant to Vyaire Medical, Inc. and
certain of its subsidiaries, the debtors and debtors in possession in the above captioned cases
(collectively, the “Debtors”), hereby submits this final fee application
(the “Application”) pursuant to (i) sections 330 and 331 of title 11 of the United State 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”), (iv)
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”); and (v) 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
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 Interim
Compensation Order, the Fee Examiner Order, or the Second Amended Joint Chapter 11 Plan of Vyaire Medical, Inc.
and Its Debtor Affiliates [Docket No. 719] (the “Plan”), as applicable.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 4 of 12
for allowance of compensation for services rendered and reimbursement of expenses for the period
from June 9, 2024 through November 14, 2024 (the “Final Fee Period”). In support of this Application,
Cole Schotz respectfully represents as follows:
Jurisdiction and Venue
1. The United States District Court for the District of Delaware has jurisdiction over this
matter pursuant to 28 U.S.C. §1334, which was referred to the United States Bankruptcy Court for the
District of Delaware (the “Court”) under 28 U.S.C. § 157 and the Amended Standing Order of
Reference from the United States District Court for the District of Delaware, dated February 29, 2012.
The Debtors confirm their consent, pursuant to Local Rule 9013-1(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.
2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
3. The statutory bases for the relief sought herein are sections 330 and 331 of the
Bankruptcy Code. Such relief is also warranted under Bankruptcy Rule 2016, Local Rule 2016-2, the
Interim Compensation Order, the Fee Examiner Order, the Plan, and the Confirmation Order (as
defined herein).
Background
A. The Chapter 11 Cases
4. On June 9, 2024 (the “Petition Date”), Vyaire Medical, Inc. and certain of its
subsidiaries filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors
are operating their business and managing their property as debtors in possession pursuant to sections
1107(a) and 1108 of the Bankruptcy Code.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 5 of 12
5. On June 11, 2024, the Court entered an order authorizing the procedural consolidation
and joint administration of these chapter 11 cases pursuant to Bankruptcy Rule 1015(b) and Local Rule
1015-1. See Docket No. 84.
6. No request for the appointment of a trustee or examiner has been made in these chapter
11 cases.
7. On June 26, 2024, the Office of the United States Trustee for the District
of Delaware (the “U.S. Trustee”) appointed the Official Committee of Unsecured Creditors
(the “Committee”). See Docket No. 121.
8. A detailed description of the Debtors and their business, including the facts and
circumstances giving rise to the Debtors’ chapter 11 cases, is set forth in the Declaration of John Bibb,
Group Chief Executive Officer of Vyaire Medical, Inc., in Support of Chapter 11 Petitions and First
Day Motions. See Docket No. 15.
B. The Retention of BDO
9. On July 9, 2024, the Debtors applied to the Court for an order authorizing the retention
and employment of BDO USA as Debtors’ tax accountant effective as of the Petition Date. See Docket
No. 238. On August 7, 2024, the Court entered an order authorizing such retention. See Docket No.
366.
C. The Interim Compensation Order
10. The Interim Compensation Order sets forth the procedures for final allowance of
compensation and reimbursement of expenses in these chapter 11 cases. Specifically, the Interim
Compensation Order provides that Professionals shall file final applications for compensation and
reimbursement (collectively, the “Final Fee Applications”) by such deadline as may be established in
a confirmed chapter 11 plan or in an order of the Court. See Interim Compensation Order ¶ 2(i). All
Final Fee Applications shall comply with the applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules, the Local Rules, and applicable orders of the Court. Id.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 6 of 12
D. The Plan and Confirmation Order
11. On November 11, 2024, the Debtors filed the Plan.
12. On November 14, 2024, the Court entered 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 “Confirmation Order”).
13. On November 27, 2024, the Debtors filed the Notice of (I) Entry of Confirmation
Order, (II) Occurrence of Effective Date, and (III) Related Bar Dates [Docket No. 810],
(the “Effective Date Notice”), and the Plan became effective in accordance with its terms.
14. Pursuant to the confirmed Plan, and as set forth in the Effective Date Notice, the
deadline to file final requests for payment of Professional Fee Claims is January 27, 2025
(the “Professional Fee Application Deadline”), which is the first Business Day that is sixty (60) days
after the Effective Date. All professionals must file final requests for payment of Professional Fee
Claims by no later than the Professional Fee Application Deadline to receive final approval of the fees
and expenses incurred in these Chapter 11 Cases.
Relief Requested
15. By this Application, and pursuant to the Interim Compensation Order, the Plan, and
section 331 of the Bankruptcy Code, BDO is seeking compensation in the amount of $1,505,329.64 in
fees for professional services rendered by BDO during the Final Fee Period. This amount is derived
solely from the applicable hourly billing rates of BDO personnel who rendered such services to the
Debtors. In addition, BDO is seeking reimbursement of expenses incurred during the Final Fee Period
in the amount of $0.00.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 7 of 12
Reasonable and Necessary Services
16. Professionals of BDO expended a total of 2,796.6 hours in connection with this matter
during the Final Fee Period.
17. The services for which BDO seeks compensation were, at the time rendered, necessary
for, beneficial to and in the best interests of, the Debtors and the Debtors’ estates. The services
rendered were consistently performed in a timely manner commensurate with the complexity,
importance and nature of the issues involved. In accordance with the factors enumerated in section
330 of the Bankruptcy Code, it is respectfully submitted that the amount requested by Applicant is fair
and reasonable given (a) the complexity of these 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 this title.
Notice
18. BDO will provide notice and serve this Application on the Application Recipients (as
defined and set forth in the Interim Compensation Order) and the Fee Examiner. In light of the nature
of the relief requested in this Application, BDO submits that no other or further notice is required.
No Prior Request
19. No prior request for the relief sought in the Application has been made to this or any
other court.
Certification of Compliance and Waiver
20. The undersigned representative of BDO 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, BDO believes that such deviations are not material and respectfully requests that any such
requirements be waived.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 8 of 12
Conclusion
WHEREFORE, BDO respectfully requests the Court enter an order (a) approving the
Application; (b) awarding BDO compensation for the Final Fee Period in the amount of $1,505,329.643
and reimbursement for actual and necessary expenses in the amount of $0.00; (c) authorizing the
payment of such sums to BDO requested in the Application; and (d) granting such other and further
relief as the Court may deem just and proper.
Dated: January 15, 2025
Kevin Wilkes
Tax Principal, Transaction Advisory Services
BDO USA, P.C.
200 Ottawa Avenue NW, Suite 300
Grand Rapids, MI 49503
kwilkes@bdo.com
Telephone: 616-774-7000
Facsimile:616-776-3680
Tax Accountant for the Debtors and Debtors-in-
Possession
3
As set forth in the First Omnibus Order Awarding Interim Allowance of Compensation for Services Rendered and
Reimbursement of expenses [Docket No. 834], BDO USA, P.C. agreed to a voluntary fee reduction of $35,116.56.
This amount also reflects an additional voluntary discount of $63,000.00 being applied against BDO’s final fee
application as tax accountant to the debtors for compensation and reimbursement of expenses incurred for the period
from June 9, 2024 through November 14, 2024.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 9 of 12
VYAIRE MEDICAL, INC., ET AL.
BUDGET AND BILLING BY PROJECT CATEGORY
JUNE 9, 2024 THROUGH NOVEMBER 14, 2024
Project Category Total Total Fees
Hours
Federal Income Tax Returns/Extensions 807.4 $320,374.80
Unclaimed Property 0.6 374.40
Fee Apps and Retention 268.9 132,348.40
Administrative 0.7 386.40
State Income Tax Returns/Extensions 317.4 125,643.20
Schedule M 45.3 18,452.40
Transfer Pricing 11.3 8,936.40
Tax Consulting 1,345.0 996,930.20
Sub-Total: 2,796.6 $1,603,446.20
Voluntary Reduction Agreed to With U.S. Trustee and Fee
-35,116.56
Examiner:
Voluntary Discount: -63,000.001
TOTAL WITH REDUCTIONS: 2,796.6 $1,505,329.64
1
The $63,000.00 is a voluntary discount being applied against BDO’s final fee application as tax accountant to the debtors for
compensation and reimbursement of expenses incurred for the period from June 9, 2024 through November 14, 2024.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 10 of 12
SUMMARY OF BILLING BY PROFESSIONAL
JUNE 9, 2024 THROUGH NOVEMBER 14, 2024
Professional Position Hours Hourly Rate Amount
Doug Bekker Partner, NTO 7.1 $1,150.00 $8,165.00
Michael Masciangelo Principal, CTS 16.4 1,150.00 18,860.00
Todd Simmens Principal, CTS 1.0 1,150.00 1,150.00
Janet Schabhutl Managing Director, NTO 0.5 1,008.00 504.00
Doug Chestnut Managing Director, NTO 25.4 987.97 25,094.40
Rich Liebman Managing Director, NTO 323.7 988.32 319,920.00
Zach Meyers Managing Director, NTO 2.7 782.81 2,113.60
Cathy Stopyra Managing Director, NTO 0.3 960.00 288.00
Kevin Wilkes Principal, TAS 118.4 960.00 113,664.00
Annie Lee Principal, ITS 38.1 801.52 30,538.00
Connie Cunningham Principal, CTS 1.7 820.00 1,394.00
Keith Mannor Principal, CTS 3.9 814.87 3,178.00
Micscha van der Kamp Principal, Transfer Pricing 1.4 820.00 1,148.00
Kevin Ainsworth Principal, CTS 2.5 780.00 1,950.00
Jesal Patel Managing Director, Transfer 1.7 760.00 1,292.00
Pricing
Kate Pascuzzi Managing Director, Tax 0.9 704.00 633.60
Controversy
Randi Miller Managing Director, CTS 66.5 690.56 45,922.00
Eric Tal Senior Manager, TAS 0.5 680.00 340.00
Lucy Germano Director, TAS 35.7 699.83 24,984.00
Sara Anderson Senior Manager, Transfer 4.6 656.00 3,017.60
Pricing
Greg Poci Experienced Manager, SALT 110.0 603.27 66,360.00
Jesse Hooker Manager, TAS 38.2 551.38 21,062.80
Alina Pierce Manager, TAS 580.2 640.00 371,328.00
Sue Bazzy Senior Manager, ITS 52.8 624.00 32,947.20
Tim Goodyear Senior Manager, SALT 0.6 624.00 374.40
John Gifford Senior Manager, ASC740 104.5 602.82 62,994.40
Hannah Hobson Experienced Senior, TAS 266.6 552.00 147,163.20
Melody Song Experienced Senior, TAS 37.3 552.00 20,589.60
Nicole Roche Manager, NTO 5.7 530.74 3,025.20
Ryan Keating Senior, TAS 16.9 484.00 8,179.60
Bianca Pappalardo Senior, TAS 7.5 484.00 3,630.00
Eddie Mason Experienced Senior, NTO 83.8 454.26 38,067.20
Dante Petrone Experienced Senior, ITS 104.3 452.76 47,222.80
Nick Zavis Senior, SALT 43.3 288.61 12,496.80
Jon Morici Experienced Senior, CTS 72.8 332.40 24,198.40
Kelsee Schofield Senior, SALT 89.5 235.93 21,115.60
Ryan Lilly Experienced Associate, SALT 141.1 261.80 36,940.40
Kassandra Gillis Experienced Associate, ITS 58.6 272.00 15,939.20
Miranda McBride Associate, Transfer Pricing 2.0 272.00 544.00
Maxwell Kueppers Associate, Transfer Pricing 0.5 260.00 130.00
Bryce Bertler Associate, ITS 32.4 248.00 8,035.20
Djan Hinov Associate, SALT 11.9 248.00 2,951.20
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 11 of 12
Tom O'Callaghan Associate, CTS 15.4 232.00 3,572.80
Jared Schierbaum Senior Associate, BRS 55.9 220.00 12,298.00
Emmitt Karrels Intern, ITS 119.3 180.00 21,474.00
Blake Peiffer Intern, ITS 92.5 180.00 16,650.00
Sub-Total: 2,796.6 $1,603,446.20
Voluntary Reduction Agreed to With U.S. Trustee and -35,116.56
Fee Examiner:
Voluntary Discount: -63,000.001
TOTAL WITH REDUCTIONS: 2,796.6 $1,505,329.64
Blended Rate: $538.27
1
The $63,000.00 is a voluntary discount being applied against BDO’s final fee application as tax accountant to the
debtors for compensation and reimbursement of expenses incurred for the period from June 9, 2024 through November
14, 2024.
Case 24-11217-BLS Doc 933 Filed 01/15/25 Page 12 of 12
VYAIRE MEDICAL, INC., ET AL.
SUMMARY OF BILLING BY EXPENSE CATEGORY
JUNE 9, 2024 THROUGH NOVEMBER 14, 2024
There are No Expenses for Final Fee Period
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