Proposed Order and Stipulation — Owens & Minor Distribution, Inc. and Plan Administrator (Doc 1126-1)

Summary

Exhibit A (a proposed order) and Exhibit 1 (a stipulation) filed September 22, 2025 as Doc 1126-1 in the chapter 11 case of Vyaire Medical, Inc., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware. The proposed order would approve the stipulation between Owens & Minor Distribution, Inc. and David M. Barse as plan administrator. Under the stipulation, claim no. 223 of Owens & Minor, which asserted a $40,552.84 administrative claim and a $13,974.29 general unsecured claim, is resolved: the administrative portion is disallowed and expunged and the general unsecured portion is allowed and treated under the Plan. The stipulation is dated September 22, 2025 and takes effect on entry of an order approving it.

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Date: 2025-09-22

Cite this document

“Proposed Order and Stipulation — Owens & Minor Distribution, Inc. and Plan Administrator (Doc 1126-1).” Original at ecf.deb.uscourts.gov, dated 2025-09-22. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2025-09-22-microsoft-word-vyaire-owens-and-minor-stipulation-51392836-2-docx-705d3b7d-1/, SHA-256 705d3b7dc64972c658af804ab27e124904c0fd4799a59829de366d5518aceb9c.

Full text

Case 24-11217-BLS Doc 1126-1 Filed 09/22/25 Page 1 of 8

EXHIBIT A

Proposed Order
Case 24-11217-BLS Doc 1126-1 Filed 09/22/25 Page 2 of 8

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., ) Case No. 24-11217 (BLS)
)
Liquidating Debtor. ) Re: Docket No. __
)

ORDER APPROVING STIPULATION BY AND BETWEEN OWENS
& MINOR DISTRIBUTION, INC. AND PLAN ADMINISTRATOR

Upon consideration of the Stipulation By and Between Owens & Minor Distribution, Inc.

and Plan Administrator (the “Stipulation”), attached hereto as Exhibit 1, and after due

deliberation; and sufficient cause appearing therefor:

IT IS HEREBY ORDERED THAT:

1. The Stipulation is APPROVED in its entirety.

2. Owens & Minor Distribution, Inc. and the Plan Administrator are authorized to take

such actions as they may deem necessary or appropriate to effectuate and consummate the

Stipulation.

3. The United States Bankruptcy Court for the District of Delaware shall retain

jurisdiction over any matter or dispute arising from or related to the implementation of this Order.
Case 24-11217-BLS Doc 1126-1 Filed 09/22/25 Page 3 of 8

EXHIBIT 1
Stipulation
Case 24-11217-BLS Doc 1126-1 Filed 09/22/25 Page 4 of 8

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. )
)

STIPULATION BY AND BETWEEN
OWENS & MINOR DISTRIBUTION, INC. AND PLAN ADMINISTRATOR

This stipulation (this “Stipulation”) is entered into between Owens & Minor Distribution,

Inc. (“O&M”) and David M. Barse, solely in his capacity as the plan administrator

(the “Plan Administrator”, and together with O&M, the “Parties”) in the above-captioned chapter

11 case. The Parties hereby stipulate and agree as follows:

Recitals

A. On June 9, 2024, Vyaire Medical, Inc. and several of its affiliates (collectively, the

“Debtors”) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States

Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware

(the “Bankruptcy Court”).

B. On December 27, 2024, O&M filed claim no. 223 (the “Claim No. 223”) against

Debtor Vyaire Medical, Inc. asserting a: (i) $40,552.84 administrative claim and (ii) $13,974.29

general unsecured claim.

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 “Confirmation Order”). 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 600, Wilmington, DE 19801
Case 24-11217-BLS Doc 1126-1 Filed 09/22/25 Page 5 of 8

C. On November 14, 2024 the Bankruptcy Court entered the Confirmation Order

confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Vyaire Medical, Inc.

and Its Debtor Affiliates [Docket No. 719] (the “Plan”). The effective date of the Plan occurred

on November 27, 2024 (the “Plan Effective Date”). See Docket No. 810.

D. Upon the Plan Effective Date, pursuant to the terms of the Plan and Confirmation

Order, David M. Barse was appointed as the plan administrator to, among other things, reconcile

and object to claims as set forth in the Plan.

E. On May 8, 2025, the Plan Administrator filed The Plan Administrator’s Third

Omnibus Objection (Non-Substantive) to Certain Claims (Duplicate, Late Filed, Insufficient

Documentation) [Docket No. 1081] (the “Third Omnibus Claim Objection”) and The Plan

Administrator’s Fourth Omnibus Objection (Substantive) to Certain Claims (No Liability Claims,

Reclassified Claims, and Overstated Claims) [Docket No. 1082] (the “Fourth Omnibus Claim

Objection”, and together with the Third Omnibus Claim Objection, the “Claim Objections”). The

deadline to respond to the Claim Objections was June 4, 2025 (the “Response Deadline”).

F. The Claim Objections each sought to disallow and expunge Claim No. 223 in its

entirety.

G. Prior to the Response Deadline, the Parties agreed to extend O&M’s response

deadline and counsel to O&M informally responded to the Claim Objections.

H. The Parties have met and conferred and have agreed to resolve Claim No. 223,

subject to the terms and conditions set forth below.

2
Case 24-11217-BLS Doc 1126-1 Filed 09/22/25 Page 6 of 8

NOW, THEREFORE, IT IS STIPULATED AND AGREED, AS FOLLOWS:

1. The recitals set forth above are incorporated herein as if fully set forth herein.

2. This Stipulation shall have no force or effect unless and until approved by the

Bankruptcy Court. The effective date of this Stipulation shall be the date of the entry of an order

by the Bankruptcy Court approving this Stipulation (the “Effective Date”).

3. The $40,552.84 administrative claim portion of Claim No. 223 shall be disallowed

and expunged in its entirety and the $13,974.29 general unsecured claim portion of Claim No. 223

shall be allowed against the Debtors and treated in accordance with the Plan.

4. The claims and noticing agent in this chapter 11 case shall revise the claims register

consistent with this Stipulation.

5. This Stipulation shall fully and finally resolve all disputes between the Parties

related to Claim No. 223 and the Claim Objections. Claim No. 223 shall not be subject to any

further objection and/or challenge by the Plan Administrator.

6. The Parties acknowledge that they have read and fully understand the terms of this

Stipulation and have had the opportunity to consult with counsel and agree that they are entering

into this Stipulation knowingly and voluntarily and any claimed ambiguity shall be construed

neither for nor against either of the Parties.

7. This Stipulation shall be governed by, and construed in accordance with, the laws

of the State of Delaware without regard to principles of conflicts of law that require the application

of laws of another jurisdiction.

8. This Stipulation shall not be modified, altered, amended, or vacated without the

prior written consent of the Parties.

3
Case 24-11217-BLS Doc 1126-1 Filed 09/22/25 Page 7 of 8

9. This Stipulation shall constitute the entire agreement and understanding of the

Parties relating to the subject matter hereof and supersedes all prior agreements and understandings

relating to the subject matter hereof.

10. Notwithstanding the potential applicability of any rule to the contrary, the terms

and provisions of this Stipulation shall be immediately effective and enforceable upon the

Effective Date and shall thereafter be binding upon the Parties hereto and their respective affiliates

and successors (if any).

11. The Parties agree that the Stipulation shall remain binding and effective in the event

of any conversion of the chapter 11 case to a case under any other chapter of the Bankruptcy Code.

12. The undersigned who execute this Stipulation by or on behalf of each respective

Party represents and warrants that he or she has been duly authorized and empowered to execute

and deliver this Stipulation on behalf of such Party.

13. This Stipulation may be executed in counterparts, each of which shall be deemed

an original, but all of which together shall constitute one and the same instrument, and it shall

constitute sufficient proof of this Stipulation to present any copies, electronic copies, or facsimiles

signed by the Parties.

[Signature Page Follows]

4
Case 24-11217-BLS Doc 1126-1 Filed 09/22/25 Page 8 of 8

Dated: September 22, 2025 Dated: September 22, 2025
Wilmington, Delaware Richmond, Virginia

/s/ Patrick J. Reilley /s/ Robbie Westermann
COLE SCHOTZ P.C. SPOTTS FAIN PC
Patrick J. Reilley (No. 4451) Robbie Westermann
Stacy L. Newman (No. 5044) 411 E. Franklin Street, Suite 600
500 Delaware Avenue, Suite 1410 Richmond, Virginia 23219
Wilmington, DE 19801 Telephone: (804) 697-2009
Telephone: (302) 652-3131 Facsimile: (804) 697-2109
Facsimile: (302) 652-3117 Email: rwestermann@spottsfain.com
preilley@coleschotz.com
snewman@coleschotz.com Counsel to
Owens & Minor Distribution, Inc.
- 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.

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