IN RE TK HOLDINGS, INC., ET AL., CASE NO. 17-11375 (BLS)

IN RE TK HOLDINGS, INC., ET AL., CASE NO. 17-11375 (BLS)

NOTICE OF (I) HEARING ON CONFIRMATION OF CHAPTER 11 PLAN AND PROCEDURES AND DEADLINES FOR VOTING ON THE PLAN; AND (II) SUPPLEMENTAL DEADLINE FOR

POTENTIAL PSAN INFLATOR CLAIMANTS TO FILE PROOFS OF CLAIM IN THE CHAPTER 11 CASES

1.                   APPROVAL OF DISCLOSURE STATEMENT. ON JANUARY 5, 2018, THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (THE “BANKRUPTCY

COURT”) ENTERED AN ORDER (THE “DISCLOSURE STATEMENT ORDER”) APPROVING THE DISCLOSURE STATEMENT FOR THE THIRD AMENDED JOINT CHAPTER 11 PLANOF

REORGANIZATION OF TK HOLDINGS INC. AND ITS AFFILIATED DEBTORS, FILED ON JANUARY 5, 2018 [DOCKET NO. 1630] (THE “DISCLOSURE STATEMENT”).  THE

DISCLOSURE STATEMENT ORDER, AMONG OTHER THINGS, AUTHORIZES TK HOLDINGS INC. AND ITS AFFILIATED DEBTORS (COLLECTIVELY, THE “DEBTORS”) IN THE ABOVEREFERENCED CHAPTER 11 CASES (THE “CHAPTER 11 CASES”) TO SOLICIT VOTES TO ACCEPT OR REJECT THE THIRD AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF TK HOLDINGS INC. AND ITS AFFILIATED DEBTORS, FILED ON JANUARY 5, 2018 [DOCKET NO. 1629] (THE “PLAN”). 

2.                   CONFIRMATION HEARING. A HEARING (THE “CONFIRMATION HEARING”) TO CONSIDER CONFIRMATION HAS BEEN SCHEDULED FOR FEBRUARY 13, 2018 AT

10:00 A.M. BEFORE THE HON. BRENDAN L. SHANNON, CHIEF U.S. BANKRUPTCY JUDGE, IN THE BANKRUPTCY COURT.  THE CONFIRMATION HEARING MAY BE

ADJOURNED OR CONTINUED WITHOUT FURTHER NOTICE OTHER THAN BY

ANNOUNCEMENT IN OPEN COURT OR BY NOTICE OF ADJOURNMENT FILED BY THE DEBTORS AND SERVED IN ACCORDANCE WITH BANKRUPTCY RULE 2002 AND THE LOCAL RULES, OR OTHERWISE.  THE PLAN MAY BE MODIFIED, IF NECESSARY, PRIOR TO, DURING, OR AS A RESULT OF THE CONFIRMATION HEARING. 

3.                   SUPPLEMENTAL PPIC BAR DATE.  ON DECEMBER 18, 2017, THE BANKRUPTCY COURT ENTERED AN ORDER [DOCKET NO. 1395] (THE “SUPPLEMENTAL BAR DATE

ORDER”) ESTABLISHING FEBRUARY 6, 2018 AT 5:00 P.M. (THE “SUPPLEMENTAL PPIC

BAR DATE”) AS THE SUPPLEMENTAL DEADLINE FOR PARTIES THAT BECAME THE REGISTERED OWNER OF A VEHICLE CONTAINING THE DEBTORS’ PSAN INFLATORS SUBSEQUENT TO THE COMMENCEMENT OF THE CHAPTER 11 CASES (EACH SUCH PARTY, A “SUPPLEMENTAL PPIC” AND EACH SUCH CLAIM, A “SUPPLEMENTAL PPIC CLAIM”) TO FILE PROOFS OF CLAIM IN THE CHAPTER 11 CASES.

If you have a claim against the Debtors, including for monetary loss, personal injury, or death (past or future) due to your current or past ownership of a vehicle containing a PSAN Inflator that you purchased subsequent to the commencement of the Chapter 11 Cases regardless of whether it is subject to recall or has already been repaired or you have suffered no harm (as such claims may be deemed to have accrued before the Petition Date), you MUST file a Proof of Claim for your Supplemental PPIC Claim before the Supplemental PPIC Bar Date in accordance with the instructions below. The Debtors are not seeking to, and the Supplemental PPIC Bar Date shall not, bar any individuals from filing claims against the Debtors’ estates for personal injury or wrongful death tort claims that arise from or relate to incidents that occur after the Petition Date involving vehicles containing PSAN Inflators or their component parts manufactured by the Debtors or their affiliates. 

You must file a Proof of Claim even if you may be included in, or represented by, a

purported class action, class suit, or similar action against the Debtors.

Information about how to file a Proof of Claim on account of a Supplemental PPIC Claim, including how to file electronically, is available at TKRestructuring.com/PPIC. If you fail to file a Proof of Claim by the Supplemental PPIC Bar Date: (a) you may be forever barred, estopped, and enjoined from asserting a Supplemental PPIC Claim against the Debtors even if your loss or injury does not occur until some point in the future; (b) the Debtors and their property may be forever discharged from any and all indebtedness or liability with respect to such claim; and (c) you may not receive any distribution on account of such claim.

4. RECORD DATE. EXCEPT AS SET FORTH BELOW OR IN THE DISCLOSURE STATEMENT ORDER, CREDITORS THAT HOLD CLAIMS AGAINST THE DEBTORS IN IMPAIRED CLASSES

UNDER THE PLAN AS OF JANUARY 3, 2018 (THE “RECORD DATE”) ARE ENTITLED TO

VOTE ON THE PLAN.  FOR MORE INFORMATION AS TO WHO IS ENTITLED TO VOTE, PLEASE REFER TO THE DISCLOSURE STATEMENT ORDER, WHICH IS AVAILABLE FOR

VIEWING FREE OF CHARGE AT WWW.TKRESTRUCTRUING.COM (THE “CASE WEBSITE”). 5. VOTING DEADLINE. ALL VOTES TO ACCEPT OR REJECT THE PLAN MUST BE ACTUALLY RECEIVED BY THE DEBTORS’ VOTING AND TABULATION AGENT, PRIME

CLERK LLC (“PRIME CLERK”), BY FEBRUARY 6, 2018 AT 4:00 P.M. (THE “VOTING

DEADLINE”).  ANY FAILURE TO FOLLOW THE VOTING INSTRUCTIONS INCLUDED WITH YOUR BALLOT MAY DISQUALIFY YOUR BALLOT AND YOUR VOTE.  FOR MORE INFORMATION, PLEASE VISIT THE CASE WEBSITE.

6. PARTIES IN INTEREST NOT ENTITLED TO VOTE. HOLDERS OF UNIMPAIRED CLAIMS ARE PRESUMED TO ACCEPT THE PLAN, ARE NOT ENTITLED TO VOTE, AND WILL NOT

RECEIVE A BALLOT.  HOLDERS OF IMPAIRED CLAIMS AND INTERESTS THAT WILL

RECEIVE NO DISTRIBUTION UNDER THE PLAN ARE DEEMED TO REJECT THE PLAN, ARE

NOT ENTITLED TO VOTE, AND WILL NOT RECEIVE A BALLOT.  SUCH HOLDERS WILL

INSTEAD RECEIVE A NOTICE OF NON-VOTING STATUS.  IF YOU HAVE TIMELY FILED A

PROOF OF CLAIM AND DISAGREE WITH THE DEBTORS’ CLASSIFICATION OF, OBJECTION

TO, OR REQUEST FOR ESTIMATION OF YOUR CLAIM AND BELIEVE THAT YOU SHOULD

BE ENTITLED TO VOTE ON THE PLAN, THEN YOU MUST SERVE ON THE PARTIES

IDENTIFIED IN PARAGRAPH 7 BELOW AND FILE WITH THE BANKRUPTCY COURT A

MOTION (A “RULE 3018(A) MOTION”) FOR AN ORDER PURSUANT TO BANKRUPTCY

RULE 3018(A) TEMPORARILY ALLOWING YOUR CLAIM IN A DIFFERENT AMOUNT OR IN

A DIFFERENT CLASS FOR PURPOSES OF VOTING TO ACCEPT OR REJECT THE PLAN. ALL

RULE 3018(A) MOTIONS MUST BE FILED ON OR BEFORE JANUARY 26, 2018 AT 4:00

P.M. AS TO ANY CLAIMANT FILING A RULE 3018(A) MOTION, SUCH CLAIMANT WILL BE

PROVIDED WITH A BALLOT AND SUCH BALLOT WILL BE COUNTED IN ACCORDANCE THE

DISCLOSURE STATEMENT ORDER, UNLESS TEMPORARILY ALLOWED IN A DIFFERENT

AMOUNT BY AN ORDER OF THE COURT ENTERED PRIOR TO OR CONCURRENT WITH

ENTRY OF AN ORDER CONFIRMING THE PLAN.  CREDITORS MAY CONTACT PRIME

CLERK IN WRITING AT TK HOLDINGS INC. BALLOT PROCESSING, C/O PRIME CLERK LLC,

850 THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232, BY ELECTRONIC MAIL AT

TAKATABALLOTS@PRIMECLERK.COM, OR BY TELEPHONE AT (844) 822-9229 (TOLLFREE) OR (347) 338-6502 (IF CALLING FROM OUTSIDE THE US OR CANADA) TO RECEIVE AN APPROPRIATE BALLOT FOR ANY CLAIM FOR WHICH A PROOF OF CLAIM HAS BEEN TIMELY FILED AND A RULE 3018(A) MOTION HAS BEEN FILED.

7. OBJECTIONS TO CONFIRMATION. THE DEADLINE TO OBJECT OR RESPOND TO CONFIRMATION OF THE PLAN IS FEBRUARY 6, 2018 AT 4:00 P.M. (THE “PLAN OBJECTION DEADLINE”).

Objections and responses, if any, to confirmation of the Plan, must:  (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules; (c) set forth the name of the objecting party and the nature and amount of Claims held or asserted by the objecting party against the Debtors’ Estates or property; and (d) provide the basis for the objection and the specific grounds thereof.

Registered users of the Bankruptcy Court’s case filing system must electronically file their objections and responses.  All other parties in interest must file their objections and responses in writing with the United States Bankruptcy Court Clerk’s Office, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 to the attention of the chambers of the Hon. Brendan L. Shannon, Chief U.S. Bankruptcy Judge.

Any objections or responses must be served (either by regular or electronic mail) so that they are actually received by the following parties (collectively, the “Notice Parties”) no later than the Plan Objection Deadline:

Debtors

TK Holdings Inc.

2500 Takata Drive

Auburn Hills, Michigan 48326 Attn: Keith Teel, Esq.

(Keith.Teel@Takata.com)

Office of the U.S. Trustee

Office of the U.S. Trustee for the

District of Delaware

844 King Street, Suite 2207, Lockbox

35

Wilmington, Delaware  19899 Attn: David Buchbinder, Esq. (David.l.Buchbinder@usdoj.gov) Jane Leamy, Esq.

(Jane.M.Leamy@usdoj.gov)

Counsel to the Debtors

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York  10153 Attn: Marcia L. Goldstein, Esq. (Marcia.Goldstein@weil.com) Ronit J. Berkovich, Esq. (Ronit.Berkovich@weil.com) Matthew P. Goren, Esq.

(Matthew.Goren@weil.com)

Counsel to the Creditors’ Committee

Milbank, Tweed, Hadley & McCloy LLP

28 Liberty Street

New York, New York 10005 Attn: Dennis F. Dunne, Esq.

(DDunne@milbank.com) Abhilash M. Raval, Esq. (ARaval@milbank.com) Tyson Lomazow, Esq. (TLomazow@milbank.com) Mary Reidy Doheny, Esq.

(MDoheny@milbank.com)

Co-Counsel to the Debtors Richards, Layton & Finger, P.A.

920 N. King Street

Wilmington, Delaware 19801 Attn: Mark D. Collins, Esq.

(Collins@RLF.com)

Michael J. Merchant, Esq.

(Merchant@RLF.com)

Counsel to the Tort Claimants’

Committee

Pachulski Stang Ziehl & Jones LLP

919 North Market Street, 17th Floor

P.O. Box 8705

Wilmington, Delaware 19899

Attn: Laura Davis Jones, Esq. (LJones@pszjlaw.com) James I. Stang, Esq.

(JStang@pszjlaw.com)

Counsel to the Plan Sponsor

Skadden, Arps, Slate, Meagher & Flom

LLP

155 N. Wacker Drive

Chicago, IL 60606-1720

Attn:                Ron E. Meisler, Esq.

(Ron.Meisler@skadd

en.com)

Felicia Gerber Perlman, Esq.

(Felicia.Perlman@ska

dden.com)

Counsel to the Future Claimants’

Representative

Frankel Wyron LLP

2101 L Street, NW Suite 800 Washington, DC 20037

Attn: Richard H. Wyron, Esq.

(RWyron@frankelwyron.com)

Ashby & Geddes, P.A.

500 Delaware Avenue, 8th Floor

P.O. Box 1150

Wilmington, DE 19899-1150 Attn: Karen B. Owens, Esq. (kowens@ashbygeddes.com) William P. Bowden, Esq.

(wbowden@ashbygeddes.com)

Counsel to the Consenting OEMs

Morris, Nichols, Arsht & Tunnell LLP

1201 N. Market Street Wilmington, DE 19899-1347 Attn: Derek C. Abbott, Esq.

(DAbbott@mnat.com)

IF ANY OBJECTION TO CONFIRMATION OF THE PLAN IS NOT FILED AND SERVED AS

PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED FROM OBJECTING TO CONFIRMATION OF THE PLAN AND MAY NOT BE HEARD AT THE CONFIRMATION HEARING.

8. ADDITIONAL INFORMATION. ANY PARTY IN INTEREST WISHING TO OBTAIN INFORMATION ABOUT THE SOLICITATION AND VOTING PROCEDURES OR COPIES OF

THE DISCLOSURE STATEMENT OR THE PLAN SHOULD CONTACT PRIME CLERK AT THE

ADDRESS OR NUMBERS SET FORTH IN PARAGRAPH 6 ABOVE.  INTERESTED PARTIES

MAY ALSO REVIEW THE DISCLOSURE STATEMENT AND THE PLAN FREE OF CHARGE AT

THE CASE WEBSITE.  IN ADDITION, THE DISCLOSURE STATEMENT AND PLAN ARE ON

FILE WITH THE BANKRUPTCY COURT AND MAY BE REVIEWED FOR A FEE BY ACCESSING

THE BANKRUPTCY COURT’S WEBSITE:  WWW.DEB.USCOURTS.GOV.  NOTE THAT A PACER PASSWORD AND LOGIN ARE NEEDED TO ACCESS DOCUMENTS ON THE

BANKRUPTCY COURT’S WEBSITE.  A PACER PASSWORD CAN BE OBTAINED AT: 

WWW.PACER.PSC.USCOURTS.GOV.  COPIES OF THE DISCLOSURE STATEMENT AND PLAN MAY ALSO BE EXAMINED BY INTERESTED PARTIES DURING NORMAL BUSINESS HOURS AT THE OFFICE OF THE CLERK OF THE BANKRUPTCY COURT.

9.    EXECUTORY CONTRACTS AND UNEXPIRED LEASES. EXCEPT AS OTHERWISE SET

FORTH IN THE PLAN, ALL EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO WHICH

ANY OF THE DEBTORS ARE PARTY WILL BE DEEMED ASSUMED BY, AND ASSIGNED TO,

THE PLAN SPONSOR UNLESS SPECIFICALLY ASSUMED BY EITHER REORGANIZED

TAKATA OR THE WAREHOUSING TRUST OR REJECTED BY THE DEBTORS ON OR

BEFORE THE PLAN OBJECTION DEADLINE.  THE DEBTORS RESERVE THE RIGHT TO MODIFY THE TREATMENT OF ANY PARTICULAR EXECUTORY CONTRACT OR UNEXPIRED LEASE PURSUANT TO THE PLAN.

10. RELEASES. THE PLAN CONTAINS BROAD RELEASES OF THIRD-PARTY CLAIMS AND

RELATED INJUNCTION PROVISIONS.  IF APPROVED, THESE PROVISIONS COULD

RELEASE CLAIMS YOU HOLD AGAINST CERTAIN THIRD PARTIES, INCLUDING JOYSON

KSS AUTO SAFETY S.A. (TOGETHER, WITH ONE OR MORE OF ITS CURRENT OR FUTURE

SUBSIDIARIES OR AFFILIATES, THE “PLAN SPONSOR”) AND ANY PERSON THAT MAKES

A LOAN TO OR INVESTMENT IN THE PLAN SPONSOR FOR PURPOSES OF

CONSUMMATING THE SALE OF THE PURCHASED ASSETS TO THE PLAN SPONSOR

PURSUANT TO THE PLAN.  THE FOREGOING IS A SUMMARY ONLY. CAREFULLY REVIEW THE FULL TEXT OF THE PLAN’S RELEASE, INJUNCTION, RELATED PROVISIONS AND ANY APPLICABLE RELEASE “OPT OUT” PROVISION AT TKRESTRUCTURING.COM/PPIC. 11. SALE “FREE AND CLEAR.” THE PLAN PROVIDES FOR THE PLAN SPONSOR’S ACQUISITION OF SUBSTANTIALLY ALL ASSETS OF THE DEBTORS (WITH SPECIFIED

EXCLUSIONS GENERALLY RELATED TO TAKATA’S PSAN INFLATOR BUSINESS) FREE

AND CLEAR OF ALL CLAIMS AND INTERESTS (COLLECTIVELY, “CLAIMS AND

INTERESTS”), EXCEPT FOR CERTAIN SPECIFICALLY ASSUMED LIABILITIES. THE PLAN SPONSOR WILL NOT ASSUME ANY CLAIMS OF THE DEBTORS OR TAKATA UNLESS IT

EXPRESSLY AGREES TO DO SO. WITHOUT LIMITING THE FOREGOING, THE PLAN

SPONSOR IS NOT ASSUMING ANY CLAIMS OR LIABILITIES RELATED IN ANY WAY TO THE

PSAN INFLATORS (AND THE PROPELLANT), INCLUDING PPIC CLAIMS. IF YOU DO NOT

FILE A TIMELY OBJECTION TO THE PLAN WITH THE BANKRUPTCY COURT, YOUR RIGHT

TO CHALLENGE THE SALE OF THE DEBTORS’ ASSETS “FREE AND CLEAR” OF CLAIMS

AND INTERESTS AND RELATED INJUNCTION WILL BE FORFEITED. THE BANKRUPTCY COURT’S APPROVAL OF THE “FREE AND CLEAR” SALE AND RELATED INJUNCTION MEANS THAT YOU WILL BE FOREVER BARRED FROM ASSERTING ANY CLAIMS AND INTERESTS AGAINST THE PLAN SPONSOR AND VARIOUS OTHER RELATED PERSONS. YOU SHOULD REVIEW THE FULL TEXT OF THIS PROVISION AT TKRESTRUCTURING.COM/PPIC.

PLEASE BE ADVISED THAT IF YOUR CLAIM IS UNIMPAIRED UNDER THE PLAN, YOU WILL BE DEEMED TO HAVE GRANTED THE RELEASES CONTAINED IN SECTION 10.6(B) OF THE PLAN.

Dated:                                                                     January 5, 2018

BY ORDER OF THE COURT

Wilmington, Delaware