SIDLEY AUSTIN LLP

Samuel A. Newman (admitted pro hac vice)

555 West Fifth Street

Los Angeles, California 90013

Telephone: (213) 896-6000

Facsimile: (213) 896-6600

Email: sam.newman@sidley.com

SIDLEY AUSTIN LLP

Jackson T. Garvey (admitted pro hac vice)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

SIDLEY AUSTIN LLP

Rakhee V. Patel (TX Bar No. 00797213)

Nathan C. Elner (admitted pro hac vice)

Parker G. Embry (TX Bar No. 24126826)

Chelsea M. McManus (TX Bar No. 24131499)

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Telephone: (214) 981-3300

Facsimile: (214) 981-3400

Email: rpatel@sidley.com

nelner@sidley.com

parker.embry@sidley.com

cmcmanus@sidley.com

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

IMPEL PHARMACEUTICALS, INC., et al.1

 Debtors.

Chapter 11

Case No. 23-80016 (SGJ)

(Jointly Administered)

SUPPLEMENTAL DECLARATION OF ASHISH 

CONTRACTOR IN SUPPORT OF THE DEBTOR’S MOTION 

FOR THE SALE OF SUBSTANTIALLY ALL OF THE DEBTOR’S ASSETS

Pursuant to 28 U.S.C. § 1746, I, Ashish Contractor, hereby declare under penalty of perjury 

that the following is true and correct to the best of my information, knowledge, and belief:

1. I am a Managing Director at Moelis & Company LLC (“Moelis”), a leading 

international investment banking and financial advisory firm (NYSE: MC) that has its principal 

office at 399 Park Avenue, 4th Floor, New York, New York 10022, and approximately 1,100 

1 The Debtors in these chapter 11 cases, together with the last four digits of the Debtors’ federal tax identification 

numbers, are: Impel Pharmaceuticals Inc. (8238); and Impel NeuroPharma Australia Pty Ltd (N/A). The Debtors’ 

service address is 201 Elliot Avenue West, Suite 260, Seattle, WA 98119.

Case 23-80016-sgj11 Doc 198 Filed 01/31/24 Entered 01/31/24 20:12:51 Desc

Main Document Page 1 of 6
2

employees in locations around the world. Moelis serves as the investment banker to the Debtors 

in the above-captioned chapter 11 cases [Docket No. 144]. 

2. On December 20, 2023, I submitted a declaration [Docket No. 18, Exh. B] (the 

“Initial Declaration”)2 in support of the Debtors’ Motion for Entry of an Order (I)(A) Approving 

the Bid Procedures; (B) Authorizing the Debtors to Select JN Bidco LLC as the Stalking Horse 

Purchaser Substantially Along the Terms Defined in the Stalking Horse APA and Approving Bid 

Protections; (C) Establishing Bid Deadlines, an Auction, and a Sale Hearing; (D) Approving the 

Form and Manner of Sale Notice; (E) Approving Assignment and Assumption Procedures; (F) 

Approving the Form and Manner of Potential Assumption and Assignment Notice; (II)(A) 

Authorizing the Sale of the Assets Free and Clear; and (B) Approving the Assumption and 

Assignment of Designated Contracts; and (III) Granting Related Relief (the “Bid Procedures 

Motion”) [Docket No. 18]. On January 11, 2024, the Court entered an order approving the Bid 

Procedures Motion (the “Bid Procedures Order”) [Docket No. 137]. 

3. I submit this supplemental declaration (this “Supplemental Declaration”) in support 

of the entry of the Debtors’ proposed order approving the Sale Transaction [Docket No. 187] (the 

“Proposed Sale Order”).

4. I am authorized to execute this Supplemental Declaration on the Debtors’ behalf in 

support of the relief requested in the Proposed Sale Order. Except as otherwise indicated, all facts 

set forth in this Supplemental Declaration are based upon my personal knowledge or opinion, 

information learned from my review of relevant documents, and information I received from the 

Debtors representatives and professionals. If I were called to testify, I could and would testify to 

the facts set forth herein.

2 Capitalized terms used but not defined herein shall have the meanings given to them in the Initial Declaration. 

Case 23-80016-sgj11 Doc 198 Filed 01/31/24 Entered 01/31/24 20:12:51 Desc

Main Document Page 2 of 6
3

5. As set forth in the Initial Declaration, the Debtors, in coordination with Moelis, 

conducted a robust prepetition marketing process for the sale of substantially all of the Debtors’ 

assets (the “Assets”), which ultimately lead to the execution of a purchase agreement with JN 

Bidco LLC (the “Stalking Horse Purchaser”) as the stalking horse bidder for the Assets, on the 

terms and subject to the conditions more fully described under the Stalking Horse APA attached 

to the Bid Procedures Motion (the “Stalking Horse Bid”). I believe that entry into the Stalking 

Horse APA represented the best means to achieve the best available value of the Debtors’ estates 

for all stakeholders. 

6. Moelis continued to interface with potential bidders for the Assets during the 

postpetition period to solicit higher or otherwise better proposals from third parties and to facilitate 

an auction for the Assets, as necessary. During this postpetition period, Moelis continued to 

progress discussions with parties that were actively involved in the prepetition marketing process 

and also reached out to additional potential parties that did not exhibit interest during the 

prepetition outreach process. However, as of the bid deadline of January 23, 2024 at 4:00 p.m. 

(CT), the Debtors did not receive any qualified bids other than the Stalking Horse Bid. 

7. Following the bid deadline, the Debtors, Moelis, and the Debtors’ other 

professionals continued to work with bidders who had submitted an unqualified bid or did not 

submit a timely bid in an attempt to create a competitive auction. Ultimately the Debtors, after 

consultation with their professionals and the Consultation Parties (as defined in the Bid Procedures 

Order), determined that executing the amendment to the Stalking Horse APA [Docket No. 187] 

(the “First Amendment to Stalking Horse APA”) and cancelling the auction [Docket No. 183] 

would achieve the best available value of the Assets.

Case 23-80016-sgj11 Doc 198 Filed 01/31/24 Entered 01/31/24 20:12:51 Desc

Main Document Page 3 of 6
4

8. I believe that the Debtors, with the assistance of their advisors, conducted the 

marketing and sale process for the Assets in a manner that was thorough, fair, designed to achieve 

the best available value for the Debtors’ estates for all stakeholders and in compliance with the 

Bid Procedures Order and the Bid Procedures in all material respects. 

9. All parties that expressed a potential interest in the Assets were afforded a full and 

equal opportunity to conduct diligence and submit offers for the Assets and to object or otherwise 

be heard with respect to the sale process. I believe that at all times, the Debtor’s negotiations and 

discussions with the potential bidders for the Assets were conducted in good faith and at arm’s 

length and by parties who were (or had the opportunity to be) represented by their own counsel 

and advisors.

10. I believe that the Stalking Horse Purchaser, Moelis, the Debtors, and the Debtors’

other professionals acted in good faith throughout the sale process. I am not aware of any 

communications between the Stalking Horse Purchaser and any other potential bidders for the 

Assets.

11. Additionally, I believe that the sale of the Assets to the Stalking Horse Purchaser 

pursuant to the terms of the Stalking Horse APA, as amended by the First Amendment to Stalking 

Horse APA, is in the best interest of the Debtors, their estates, and their creditors because the 

Stalking Horse Bid is the highest or otherwise best offer available for the Assets and will result in 

the best available recoveries for the Debtors’ creditors. In light of the Debtor’s comprehensive 

sale and marketing process pre- and postpetition, I do not believe that further marketing of the 

Assets or an extension of the Bid Deadline would have resulted in higher or otherwise better offers 

for the Assets, and I believe that the Assets were properly exposed to the market. Based on the 

foregoing, I believe that the Debtors have a sound business justification for entering into the First 

Case 23-80016-sgj11 Doc 198 Filed 01/31/24 Entered 01/31/24 20:12:51 Desc

Main Document Page 4 of 6
5

Amendment to the Stalking Horse APA and Stalking Horse APA and consummating the sale of 

the Assets to the Stalking Horse Purchaser.

[Remainder of page intentionally left blank.]

Case 23-80016-sgj11 Doc 198 Filed 01/31/24 Entered 01/31/24 20:12:51 Desc

Main Document Page 5 of 6
Case 23-80016-sgj11 Doc 198 Filed 01/31/24 Entered 01/31/24 20:12:51 Desc

Main Document Page 6 of 6