Vyaire Medical: $180M DIP and Dual 363 Sales in Chapter 11

Vyaire Medical entered chapter 11 on June 9, 2024 with a sale-centered restructuring already in view. The First Day Declaration says the respiratory-device manufacturer had expanded for pandemic-era ventilator demand and then faced a sharp volume decline, high fixed costs, supply chain friction, and a prior consumables divestiture that did not provide enough liquidity runway. External coverage likewise described the post-COVID demand reset and sponsor-backed restructuring support agreement that framed the filing.

The case moved quickly from financing to dual 363 sales and then to a liquidating plan. Vyaire used a DIP facility totaling about $180 million to fund the cases while it sold the ventilation business to ZOLL Medical Corp. and the respiratory diagnostics business to Trudell Medical Limited. Those closings set up a confirmed liquidating plan and a November 27, 2024 effective date notice that shifted the estates into a wind-down.

Debtor(s)	Vyaire Medical, Inc. (28 jointly administered debtors)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-11217
Petition Date	June 9, 2024
Judge	Hon. Laurie Selber Silverstein
DIP Facility	$180 million total, including $45 million of new money and a $135 million roll-up
Confirmation Date	November 14, 2024
Effective Date	November 27, 2024
Claims Agent	Omni Agent Solutions, Inc.

How Vyaire Reached Chapter 11

Vyaire described itself in the First Day Declaration as a global ventilation and respiratory diagnostics company headquartered in Mettawa, Illinois, with roughly 950 full-time employees, 74 contingent workers, and 14 periodically retained independent contractors at filing. The debtors were majority-owned by funds advised by Apax Partners LP. The company said its ventilation platform benefited from extraordinary COVID-era demand and then had to operate with an overhead structure built for a market that no longer existed at pandemic levels.

Management told the court that several pressures converged at once. The First Day Declaration points to a post-pandemic collapse in ventilator demand, supply-chain disruptions, and a cost base that remained too high as revenue softened. It also says Vyaire had already sold a consumables business in an effort to create runway, but that transaction did not solve the broader liquidity problem. Industry reports around the filing described the same pattern, including a medtech-focused account of the filing, Vyaire's own chapter 11 announcement, and trade coverage of the bankruptcy filing.

The prepetition capital structure reviewed in the first-day materials centered on about $135 million of first-lien term loans, later rolled into the DIP, plus second-lien debt that remained part of the plan structure. That set up a case in which a fast sale process and lender-backed financing mattered more than a long operational turnround inside chapter 11.

The $180 Million DIP and Sale Timeline

The DIP motion asked the court to approve a facility with two pieces: $45 million of new-money commitments and a roll-up of approximately $135 million of first-lien term loans, for total stated DIP capacity of about $180 million. The motion also disclosed a 2.0% commitment fee, a 5.0% backstop fee, and a 1.25% exit fee. On an interim basis, the court authorized access to the first $25 million, a step reflected in both the interim DIP order and contemporaneous coverage that Vyaire could tap the initial $25 million tranche. The final DIP order followed on July 11, 2024.

That same day, the court entered the bidding procedures order, locking in a compressed timetable. Indications of interest were due July 1, binding bids were due July 22, and any auction had to occur by July 24, with a sale hearing scheduled for July 31. Those dates mattered because Vyaire was not trying to preserve the entire company through a stand-alone reorganization; it was using chapter 11 to finance and complete a breakup sale of its two operating units.

The dual-track structure is a defining feature of the case. The court approved the ZOLL sale order and the Trudell sale order on September 4, 2024. The notice of closing for the ZOLL transaction states that the amended purchase agreement provided for a $45,791,471.50 cash payment, a $7.9 million MIM cash payment, and assumed liabilities including a $5 million cure-cost cap. The amended disclosure statement later described the Trudell sale as delivering about $53.5 million of cash consideration, and the Trudell closing notice shows that transaction closed on November 12, 2024.

Vyaire said after the closings that it had completed both business-unit sales. Taken together, the docket shows a chapter 11 case that moved from petition to dual sale closings in roughly five months.

The Committee Fight and the Liquidating Plan

The sale path was not entirely uncontested. On October 8, 2024, the Official Committee of Unsecured Creditors filed an emergency motion regarding amendments to the ZOLL sale documents. The committee said material amendments had not been filed publicly and raised concerns about whether the estates would remain administratively solvent if the closing slipped or economics changed. The dispute did not derail the transaction, but it previewed the leverage the committee would later use in plan negotiations.

Vyaire filed its initial chapter 11 plan on September 11, 2024, followed by amended versions and then the second amended plan filed on November 11. The confirmation order approved the disclosure statement and confirmed the plan on November 14, 2024. External coverage also noted that the plan was approved after the sales closed and that the case had transitioned into a liquidation path after the transactions, a point echoed in Cole Schotz's confirmation summary. Rather than reorganizing around an ongoing operating platform, the plan implemented a post-sale wind-down with recoveries allocated through the chapter 11 priority scheme and a settlement among the debtors, the committee, and the required DIP lenders.

Class treatment in the plan reflected that liquidation posture. Under the confirmed plan terms, secured tax claims, other secured claims, and other priority claims were unimpaired. First-lien claims and second-lien claims were impaired and entitled to distributable value after payment of DIP obligations and senior classes. Equity interests were cancelled with no distribution. The plan also put Section 510(b) claims at zero recovery.

General unsecured creditors did not fare well. The confirmation order says most Class 6 general unsecured claims were released with no distribution. The main exception covered scheduled, non-contingent, non-disputed claims of $500,000 or less, or claims voluntarily reduced to that threshold, which could share in a Residual GUC Recovery Pool. The same order also memorialized a committee settlement that included a Residual Claims Recovery Pool, a Residual GUC Recovery Pool, at least $3,054,577 for an administrative claims reserve, released preference actions, and funding obligations tied to the ZOLL and Trudell transactions.

The U.S. Trustee still objected to confirmation. Its limited objection argued that liquidating corporate debtors are not entitled to a discharge under section 1141(d)(3) and challenged plan language that, in the U.S. Trustee's view, risked creating an impermissible discharge injunction or a "creeping discharge" through the released-party definition. The confirmation order overruled unresolved objections and allowed the plan to proceed.

What Happened After Confirmation

The notice of effective date set November 27, 2024 as the date the plan went effective. That notice also fixed key wind-down deadlines, including an administrative claims bar date of December 27, 2024 and a professional fee application deadline of January 27, 2025. By that point, the businesses had already been sold, so the remaining task for the estates was claims administration rather than operating rehabilitation.

Professional fees show how expensive the case became even on a relatively short timeline. The first omnibus interim compensation order approved substantial interim amounts for Kirkland & Ellis, Cole Schotz, PJT Partners, BDO, McDermott Will & Emery, and Berkeley Research Group. Later fee applications pushed the totals higher. The PJT final fee application sought $8.135 million, including a $7 million restructuring fee, while the Kirkland final fee application sought more than $12.25 million in fees plus expenses. The AP Services completion-fee application sought a $1 million completion fee for the CRO firm.

The court ultimately entered a final decree on January 24, 2025, closing 27 of the debtor cases and identifying David M. Barse as plan administrator. That decree marked the end of the main chapter 11 administration less than eight months after the petition date and roughly two months after the plan became effective.

Why the Case Matters

Vyaire is a clean example of a sponsor-owned healthcare manufacturer using chapter 11 as a controlled sale-and-wind-down process rather than as a platform for operational emergence. The first-day record framed the filing around a post-pandemic demand reset, the DIP facility gave lenders control over the runway, and the sale orders plus the confirmation order converted that runway into two going-concern transactions followed by a liquidating plan.

The economics also show the hierarchy clearly. DIP lenders received a full roll-up of the first-lien debt into the financing package, senior classes remained structurally protected, and most unsecured creditors were left outside the money unless they fit the small-claim carveout into the Residual GUC Recovery Pool. For readers tracking healthcare and medtech restructurings, Vyaire is less a story about enterprise rehabilitation than about how quickly chapter 11 can be used to separate business-unit value from the remaining claims estate.

Frequently Asked Questions

When did Vyaire Medical file chapter 11?

Vyaire filed on June 9, 2024 in the District of Delaware, as shown by the chapter 11 petition date in the docket record.

How large was the DIP financing?

The DIP motion described a facility totaling about $180 million, consisting of $45 million of new money and a $135 million roll-up of first-lien term loans.

Who bought Vyaire's business units?

The ZOLL sale order covered the ventilation business sale to ZOLL Medical Corp., and the Trudell sale order covered the respiratory diagnostics sale to Trudell Medical Limited.

When were the sales completed?

The ZOLL closing notice says that sale closed on October 11, 2024, and the Trudell closing notice says the diagnostics sale closed on November 12, 2024.

Was this a reorganization or a liquidation?

It ended in a liquidation. The confirmation order approved a liquidating plan after the two operating-unit sales had already been completed.

Did general unsecured creditors recover anything?

The confirmation order says most general unsecured claims receive no distribution, with a limited exception for certain allowed scheduled claims of $500,000 or less that can share in the Residual GUC Recovery Pool.

When did the plan become effective?

The effective date notice states that the plan became effective on November 27, 2024.

More chapter 11 case coverage is available in the ElevenFlo bankruptcy blog.