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SIDLEY AUSTIN LLP

Samuel A. Newman (pro hac vice pending)

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 (pro hac vice pending)

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 Elner (pro hac vice pending)

Parker G. Embry (TX Bar No. 24126826)

Chelsea 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.,

 Debtor.

Tax I.D. No. 26-3058238

Chapter 11

Case No. 23-80016 (SGJ)

In re:

IMPEL NEUROPHARMA AUSTRALIA 

PTY LTD,

 Debtor.

Tax I.D. No. N/A

Chapter 11

Case No. 23-80015 (SGJ)

DEBTORS’ EMERGENCY MOTION FOR ENTRY OF 

AN ORDER (I) DIRECTING JOINT ADMINISTRATION 

OF CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

Emergency relief has been requested. Relief is requested not later than 9:30 a.m. prevailing Central 

Time on December 21, 2023.

If you object to the relief requested or you believe that emergency consideration is not warranted, 

you must appear at the hearing if one is set, or file a written response prior to the date that relief is 

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requested in the preceding paragraph. Otherwise, the Court may treat the pleading as unopposed 

and grant the relief requested.

A hearing will be conducted on this matter on December 21, 2023 at 9:30 a.m. prevailing Central 

Time in Courtroom 1, floor 14, 1100 Commerce Street, Dallas, TX 75242-1496. 

Participation at the hearing will only be permitted by an audio and video connection. 

Audio communication will be by use of the Court’s dial-in facility. You may access the facility at 

1.650.479.3207. Video communication will be by use of the Cisco WebEx platform. Connect via the 

Cisco WebEx application or click the link on Judge Jernigan’s home page. The meeting code is 479 

393 582. Click the settings icon in the upper right corner and enter your name under the personal 

information setting.

Hearing appearances must be made electronically in advance of electronic hearings. To make your 

appearance, click the “Electronic Appearance” link on Judge Jernigan’s home page. Select the case 

name, complete the required fields and click “Submit” to complete your appearance.

The debtors and debtors in possession in the above-captioned chapter 11 cases 

(collectively, the “Debtors”) state as follows in support of this motion: 

Relief Requested

1. The Debtors request entry of an order, substantially in the form attached hereto 

(the “Order”): (a) directing procedural consolidation and joint administration of these chapter 11 

cases; and (b) granting related relief. The Debtors request that one file and one docket be 

maintained for all of the jointly administered cases under the case of Impel Pharmaceuticals Inc., 

Case No. 23-80016 and that the cases be administered under a consolidated caption, as follows: 

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

1 The Debtors in this chapter 11 case, together with the last four digits of each Debtor’s federal tax identification 

number, 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.

In re:

IMPEL PHARMACEUTICALS INC., et al.1

 Debtors. 

Chapter 11 

Case No. 23-80016 (SGJ) 

(Jointly Administered)

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2. The Debtors further request that this Court order that the foregoing caption satisfies 

the requirements set forth in section 342(c)(1) of the United States Code, 11 U.S.C. §§ 101–1532 

(the “Bankruptcy Code”). 

3. The Debtors also request that a docket entry, substantially similar to the following, 

be entered on the docket of the chapter 11 case for Debtor Impel NeuroPharma Australia Pty Ltd, 

to reflect the joint administration of these chapter 11 cases: 

An order has been entered in accordance with Rule 1015(b) of the Federal Rules of 

Bankruptcy Procedure and Rule 1015-1 of the Local Bankruptcy Rules of the 

United States Bankruptcy Court for the Northern District of Texas directing joint 

administration for procedural purposes of the chapter 11 cases of each of the 

following: Impel Pharmaceuticals Inc., Case No. 23-80016 and Impel 

NeuroPharma Australia Pty Ltd, Case No. 23-80015. All further pleadings and 

other papers shall be filed in, and all further docket entries shall be made in, 

Case No. 23-80016 (SGJ).

Jurisdiction and Venue

4. The United States Bankruptcy Court for the Northern District of Texas 

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This matter is a core 

proceeding pursuant to 28 U.S.C. § 157(b). The Debtors confirm their consent, pursuant to rule 

7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the Court’s entry 

of a final order in connection with this motion. 

5. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 

6. The statutory and other bases for the relief requested in this Motion are rule 1015(b) 

of the Bankruptcy Rules and rule 1015-1 of the Local Bankruptcy Rules of the United States 

Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Local Rules”). 

Background of The Debtors

7. Impel Pharmaceuticals Inc. (“Impel”) is a commercial-stage biopharmaceutical 

company with a mission to develop transformative therapies for people suffering from diseases 

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with high unmet medical needs, including the acute treatment of migraine headaches via Impel’s 

flagship drug—Trudhesa. 

8. On the date hereof (the “Petition Date”), each Debtor filed a voluntary petition for 

relief under chapter 11 of the Bankruptcy Code. A detailed description of the Debtors and their 

business, including facts and circumstances giving rise to these chapter 11 cases is set forth in the 

First Day Declaration,1 filed contemporaneously with this motion and incorporated by reference 

herein. 

9. The Debtors are operating their businesses and managing their properties as debtors 

in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No party has 

requested the appointment of a trustee or examiner in these cases, and no statutory committee has 

been appointed. 

Basis For Relief Requested

10. Bankruptcy Rule 1015(b) provides, in relevant part, that if “two or more petitions 

are pending in the same court by or against . . . a debtor and an affiliate, the court may order a joint 

administration of the estates.” Fed. R. Bankr. P. 1015(b). Impel NeuroPharma Australia Pty Ltd 

is an “affiliate,” as that term is defined under section 101(2) of the Bankruptcy Code, of Impel 

Pharmaceuticals Inc. Accordingly, the Court is authorized to grant the requested relief. 

Bankruptcy Local Rule 1015-1 provides additional authority for the Court to order joint 

administration of these chapter 11 cases. The Debtors have filed this Motion in compliance with 

the Bankruptcy Local Rules and the Complex Case Procedures. 

1 Capitalized terms used but not otherwise defined in this motion shall have the meanings ascribed to them in the 

Declaration of Brandon Smith, Chief Restructuring Officer of the Debtors, in Support of Chapter 11 Proceedings

(the “First Day Declaration”).

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11. On the date hereof, the Debtors commenced the two chapter 11 cases referenced 

above by filing petitions for voluntary relief with the Court. Given the provisions of the 

Bankruptcy Rules and the Bankruptcy Local Rules and the Debtors’ affiliation with one another, 

joint administration of the chapter 11 cases is warranted and would provide significant 

administrative convenience without harming the substantive rights of any party in interest. Joint 

administration would avoid the preparation, replication, service, and filing, as applicable, of 

duplicative notices, applications, and orders, thereby saving the Debtors considerable expense and 

resources. The Debtors’ financial affairs and business operations are closely related. Many of the 

motions, hearings, and orders in the chapter 11 cases will affect each Debtor and its respective 

estate. The rights of creditors would not be adversely affected, as this Motion requests only 

administrative, and not substantive, consolidation of the estates. Moreover, each creditor shall still 

file its claim against a particular estate. In fact, all creditors would benefit by the reduced costs 

that would result from the joint administration of the chapter 11 cases. The Court also would be 

relieved of the burden of entering duplicative orders and maintaining duplicative files. Finally, 

supervision of the administrative aspects of the chapter 11 cases by the Office of the United States 

Trustee for the Northern District of Texas (the “U.S. Trustee”) would be simplified. 

12. Joint administration is generally non-controversial, and courts routinely order joint 

administration in cases with multiple related debtors. The relief requested in this Motion has been 

granted in other large and complex chapter 11 cases in this District. See, e.g., In re Tuesday 

Morning, Case No. 23-90001 (ELM) (Bankr. N.D. Tex. Feb. 16, 2023) [Docket No. 107] 

(authorizing joint administration); In re Sunland Medical Foundation, Case No. 23-80000 (MVL) 

(Bankr. N.D. Tex. Aug. 31, 2023) [Docket No. 37] (same); Northwest Senior Housing 

Corporation, Case No. 22-30659 (MVL) (Bankr. N.D. Tex. April 19, 2022) [Docket No. 88] 

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(same); In re Studio Movie Grill Holdings, LLC, No. 20-32622 (SGJ) (Bankr. N.D. Tex. Oct. 27, 

2020) [Docket No. 48] (same); In re Tuesday Morning, Case No. 20-31476 (HDH) (Bankr. N.D. 

Tex. May 28, 2020) [ECF No. 66] (same); In re Diamondback Industries, Inc., Case No. 20-41504 

(ELM) (Bankr. N.D. Tex. April 28, 2020) [ECF No. 41] (same); In re PHI, Inc., Case No. 19-

30923 (HDH) (Bankr. N.D. Tex. Mar 19, 2019) [ECF No. 57] (same). 

13. Furthermore, it is appropriate to waive the requirement of section 342(c)(1) of the 

Bankruptcy Code and Bankruptcy Rule 2002(n) for the inclusion of the Debtors’ full tax 

identification numbers in the captions for the Debtors’ filings with the Court and notices sent to 

creditors. This information is available on each of the Debtors’ chapter 11 petitions. Waiver of 

this requirement is purely procedural in nature and would ease the administrative burden on the 

Debtors. 

14. In view of the fact that joint administration is a procedural matter only, the Debtors 

respectfully request that the Court direct that any creditor filing a proof of claim against any of the 

Debtors or their respective estates clearly assert its claim against the particular Debtor obligated 

on such claim, and not against the jointly-administered Debtors. 

15. For these reasons, the Debtors submit that the relief requested herein is in the best 

interests of the Debtors, their estates, creditors, and other parties in interest and, therefore, should 

be granted.

Emergency Consideration

16. Bankruptcy Rule 6003 empowers a court to grant relief within the first twenty-one 

days after the Petition Date “to the extent that relief is necessary to avoid immediate and irreparable 

harm.” Failure to receive the relief requested in this motion during the first twenty-one days of 

these chapter 11 cases would severely disrupt the Debtors’ operations at this critical juncture 

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jeopardizing the Debtors’ ability to run a value maximizing sale process for the benefit of its 

creditors and parties in interest. The Debtors have satisfied the “immediate and irreparable” harm 

standard in Bankruptcy Rule 6003 and request that the Court approve the relief requested on an 

emergency basis.

Waiver of Bankruptcy Rule 6004(a) and 6004(h) 

17. The Debtors request that the Court enter an order providing that notice of the relief 

requested herein satisfies Bankruptcy Rule 6004(a) and that the Debtors have established cause to 

exclude such relief from the fourteen-day stay period under Bankruptcy Rule 6004(h), which is 

necessary to implement the relief requested in this motion. 

Notice

18. The Debtors will provide notice of this motion to the following: (a) the U.S. Trustee 

for the Northern District of Texas; (b) the holders of the thirty (30) largest unsecured claims against 

the Debtors (on a consolidated basis); (c) Oaktree Fund Administration, LLC as agent to the 

Debtors’ secured lenders, and counsel thereto; (d) the United States Attorney’s Office for the 

Northern District of Texas; (e) the Food and Drug Administration; (f) the Internal Revenue 

Service; (g) the United States Securities and Exchange Commission; (h) the state attorneys general 

for states in which Debtors conduct business; and (i) any party that has requested notice pursuant 

to Bankruptcy Rule 2002 and Bankruptcy Local Rule 9013-1(d). No other or further notice is 

needed in light of the nature of the relief requested. 

[Remainder of page intentionally left blank.] 

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The Debtors request entry of the Order granting the relief requested herein and granting 

such other relief as is just and proper.

Dated: December 19, 2023

Dallas, Texas SIDLEY AUSTIN LLP

/s/ Rakhee V. Patel

Samuel A. Newman (pro hac vice pending)

555 West Fifth Street

Los Angeles, California 90013

Telephone: (213) 896-6000

Facsimile: (213) 896-6600

Email: sam.newman@sidley.com

Rakhee V. Patel (TX Bar No. 00797213)

Nathan Elner (pro hac vice pending)

Parker G. Embry (TX Bar No. 24126826)

Chelsea 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

Jackson T. Garvey (pro hac vice pending)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

Proposed Counsel to the Debtors and Debtors in 

Possession

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Certificate of Service

I certify that, on December 19, 2023, I caused a copy of the foregoing document to be 

served via the Electronic Case Filing System for the United States Bankruptcy Court for the 

Northern District of Texas. 

/s/ Rakhee V. Patel

Rakhee V. Patel

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re:

IMPEL PHARMACEUTICALS INC., 

 Debtor.

Tax I.D. No. 26-3058238

Chapter 11

Case No. 23-80016 (SGJ)

In re:

IMPEL NEUROPHARMA AUSTRALIA 

PTY LTD,

 Debtor.

Tax I.D. No. N/A

Chapter 11

Case No. 23-80015 (SGJ)

ORDER (I) DIRECTING JOINT ADMINISTRATION 

OF CHAPTER 11 CASES AND (II) GRANTING RELATED RELIEF

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Upon the motion (“Motion”)1

 of the debtors and debtors in possession in the abovecaptioned chapter 11 cases (collectively, the “Debtors”), for entry of an order pursuant to 

Bankruptcy Rule 1015(b) and Bankruptcy Local Rule 1015-1, directing the joint administration of 

the chapter 11 cases for procedural purposes only, as more fully described in the Motion; and upon 

consideration of the First Day Declaration; and this Court having jurisdiction over this matter 

pursuant to 28 U.S.C. § 1334; and this matter being a core proceeding within the meaning of 28 

U.S.C. § 157(b)(2); and the Court being able to issue a final order consistent with Article III of the 

United States Constitution; and venue of this proceeding being proper pursuant to 28 U.S.C. 

§§ 1408 and 1409; and appropriate notice of and opportunity for a hearing on the Motion having 

been given; and the relief requested in the Motion being in the best interests of the Debtors’ estates, 

their creditors and other parties in interest; and the Court having determined that the legal and 

factual bases set forth in the Motion establish just cause for the relief granted herein; and after due 

deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 

1. The above referenced cases are jointly administered for procedural purposes only 

and shall be jointly administered by the Court under the case number assigned to Impel 

Pharmaceuticals Inc., Case No. 23-80016 (SGJ). All of the jointly administered cases are assigned 

to Chief Judge Stacey G. C. Jernigan. 

2. Additionally, the following checked items are ordered: 

a. ☒ One disclosure statement and plan of reorganization may be filed for all cases 

by any plan proponent. 

b. ☒ Parties may request joint hearings on matters pending in any of the jointly 

administered cases. 

1

 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the 

Motion.

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c. ☒ Other: See below. 

3. The caption of the jointly administered Chapter 11 Cases shall read as follows:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

1 The Debtors in this chapter 11 case, together with the last four digits of each Debtor’s federal tax identification 

number, 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.

4. A docket entry, substantially similar to the following, shall be entered on the docket 

of the chapter 11 case for Debtor Impel NeuroPharma Australia Pty Ltd substantially as follows:

An order has been entered in accordance with Rule 1015(b) of the Federal Rules of 

Bankruptcy Procedure and Rule 1015-1 of the Local Bankruptcy Rules of the 

United States Bankruptcy Court for the Northern District of Texas directing joint 

administration for procedural purposes of the chapter 11 cases of each of the 

following: Impel Pharmaceuticals Inc., Case No. 23-80016 and Impel 

NeuroPharma Australia Pty Ltd, Case No. 23-80015. All further pleadings and 

other papers shall be filed in, and all further docket entries shall be made in, 

Case No. 23-80016 (SGJ).

5. The requirement of section 342(c)(1) of the Bankruptcy Code and Bankruptcy Rule 

2002(n) for the inclusion of the Debtors’ full tax identification numbers in the captions for the 

Debtors’ filings with the Court and notices sent to creditors is waived.

6. The Debtors shall maintain, and the Clerk of the United States Bankruptcy Court 

for the Northern District of Texas shall keep, one consolidated docket, one file, and one 

consolidated service list for the chapter 11 cases. 

7. Any party in interest may request joint hearings on matters pending in any of these 

chapter 11 cases. 

In re:

IMPEL PHARMACEUTICALS INC., et al.1

 Debtors.

Chapter 11

Case No. 23-80016 (SGJ)

(Jointly Administered)

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8. Nothing contained in the Motion or this Order shall be deemed or construed as 

directing or otherwise effecting a substantive consolidation of these chapter 11 cases, and this 

order shall be without prejudice to the rights of the Debtors to seek entry of an order substantively 

consolidating their respective cases. 

9. Notice of the Motion as provided therein shall be deemed good and sufficient notice 

of such Motion under the circumstances and the requirements of Bankruptcy Rule 6004(a) and the 

Bankruptcy Local Rules are satisfied by such notice.

10. The Debtors are authorized to take all such actions as are necessary or appropriate 

to implement the terms of this Order.

11. This Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation, interpretation, and enforcement of this Order.

# # # END OF ORDER # # #

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Submitted By:

SIDLEY AUSTIN LLP

Samuel A. Newman (pro hac vice pending)

555 West Fifth Street

Los Angeles, California 90013

Telephone: (213) 896-6000

Facsimile: (213) 896-6600

Email: sam.newman@sidley.com

Rakhee V. Patel (TX Bar No. 00797213)

Nathan Elner (pro hac vice pending)

Parker G. Embry (TX Bar No. 24126826)

Chelsea 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

Jackson T. Garvey (pro hac vice pending)

One South Dearborn

Chicago, IL 60603

Telephone: (312) 853-7000

Facsimile: (312) 853-7036

Email: jgarvey@sidley.com

Proposed Counsel to the Debtors and Debtors 

in Possession

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