UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
American Suzuki Motor Corporation,1
NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) HEARING TO CONSIDER CONFIRMATION OF THE PLAN, (III) SUMMARY OF PLAN TREATMENT, AND (IV) DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF PLAN OF LIQUIDATION
PLEASE TAKE NOTICE that by order dated January 16, 2013 (the “Disclosure Statement Approval Order”), the United States Bankruptcy Court for the Central District of California (the “Court”) approved the Disclosure Statement in Support of the Debtor’s Third Amended Plan of Liquidation Under Chapter 11 of the Bankruptcy Code [Docket No. 587] (the “Disclosure Statement”) as containing adequate information within the meaning of section 1125 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”).
PLEASE TAKE FURTHER NOTICE that on February 28, 2013 at 9:00 a.m. (Pacific Time), or as soon thereafter as counsel may be heard, a hearing will be held before the Honorable Scott C. Clarkson in Courtroom 5C of the United States Bankruptcy Court for the Central District of California, located at 411 West Fourth Street, Santa Ana, California 92701, to consider confirmation of the Debtor’s Third Amended Plan of Liquidation Under Chapter 11 of the Bankruptcy Code [Docket No. 586] (as may be amended or modified, the “Plan”) (all capitalized terms not defined herein have the meaning ascribed to them in the Plan), and for such other and further relief as may be just and proper (the “Confirmation Hearing”).
PLEASE TAKE FURTHER NOTICE that the Plan and Disclosure Statement have been filed with the Bankruptcy Court and copies thereof may be obtained by parties in interest at the Estate’s expense upon written request to the Debtor’s balloting agent: Rust Consulting/Omni Bankruptcy, 5955 DeSoto Ave., Suite 100, Woodland Hills, CA 91367, 818-906-8300, email: [email protected] Copies of the Disclosure Statement and Plan may also be downloaded and printed free of charge at www.omnimgt.com/asmc.
PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing may be adjourned from time to time without further notice to creditors or other parties in interest, other than by an announcement of such an adjournment in open court at the Confirmation Hearing or any adjournment thereof.
Additionally, the Plan may be modified in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and other applicable law, without further notice, prior to or as a result of the Confirmation Hearing.
PLEASE TAKE FURTHER NOTICE that, in accordance with the terms of the Plan and the Bankruptcy Code, holders of (1) DIP Financing Claims, (2) Administrative Claims, (3) Priority Tax Claims, (4) Claims in Class 1 (Other Priority Claims), (5) Claims in Class 2B (Other Secured Claims), and (6) Claims in Class 5 (Warranty Claims) (a claim in any of the foregoing categories (1) through (6), a “Non-Voting Claim”), and (7) Interests in Class 6 (Interests in the Debtor) are either (i) unimpaired and conclusively presumed to have accepted the Plan and thus not entitled to vote, (ii) not classified under the Plan, or (iii) impaired and deemed to reject the Plan. Only the holders of impaired Claims in Class 2A-1 (SMC Secured Revolver Claim), Class 2A-2 (SMC Secured Inventory Loan Claim), Class 3 (Settling Auto Dealer Liquidated Claims), and Class 4 (Other General Unsecured Creditor Claims), are entitled to vote to accept or to reject the Plan. You have been sent this notice because either you (i) are a holder of a Non-Voting Claim, or (ii) are being sent this Notice for informational
PLEASE TAKE FURTHER NOTICE that the Plan proposes to modify the rights of certain creditors and interest holders of the Debtors. The Plan establishes the following Classes of Claims and Interests:
Class 1 Priority Non-Tax Claims Unimpaired, deemed to accept
Class 2A-1 SMC Secured Revolver Claim Impaired, entitled to vote
Class 2A-2 SMC Secured Inventory Loan Claim Impaired, entitled to vote
Class 2B Other Secured Claims (each secured creditor in a separate class identified as Class 2B-1, Class
2B-2, etc.) Unimpaired, deemed to accept
Class 3 Settling Auto Dealer Liquidated Claims Impaired, entitled to vote
Class 4 Other General Unsecured Creditor Claims Impaired, entitled to vote
Class 5 Warranty Claims Unimpaired, deemed to accept
Class 6 Interests Impaired, deemed to reject
PLEASE TAKE FURTHER NOTICE that that the Debtor, and any other party supporting the Plan, shall file its memorandum of law and evidence in support of Plan confirmation on or before 4:00 p.m. (Pacific Time) on February 14, 2013. The deadline for filing and serving written objections, comments or responses, including any supporting memoranda, to confirmation of the Plan, including evidentiary objections is 4:00 p.m. (Pacific Time) on February 21, 2013 (other than objections the potential assumption by the Debtor and/or assignment/sale of the applicable contract or lease to the Purchaser and/or the applicable proposed Cure Claim, which deadline is February 14, 2013 at 4:00 p.m.). Any such objections must be in writing and must (1) state the name and address of the objector and the amount of its claim or the nature of its interest in the Debtor’s Chapter 11 Case, (2) specify the basis and nature of the objection, (3) include all evidence in support of the objection, and (4) be filed with the Clerk of the Bankruptcy Court, together with proof of service, and served upon the following parties: (a) counsel to the Debtor, Pachulski Stang Ziehl & Jones LLP, Attn: Richard Pachulski, James Stang, Debra Grassgreen, Linda Cantor and Jonathan Kim, 10100 Santa Monica Blvd., Suite 1300, Los Angeles, CA 90067, facsimile: 310-201-0760, email: [email protected], [email protected], [email protected], [email protected], and [email protected]; (b) counsel to the Creditors’ Committee, Irell & Manella LLP, Attn: Jeffrey M. Reisner and Kerri A. Lyman, 840 Newport Center Dr., Suite 400, Newport Beach, CA 92660, facsimile: 949-760-5200; (c) Office of the United States Trustee, Attn: Frank Cadigan and Michael Hauser, 411 West Fourth St., Suite 9041, Santa Ana, CA 92701, facsimile: 714-338-3421; and (d) Klee, Tuchin, Bogdanoff & Stern LLP, Attn: Michael Tuchin, Lee Bogdanoff, and David Fidler, 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067, facsimile: 310-407-9090, email: [email protected], [email protected], and [email protected] com. In order to preserve an objection, anyone filing an objection must also attend the Confirmation Hearing, either in person or through counsel. The Confirmation Hearing, generally or as to any matter being considered thereat, may be adjourned from time to time by the Court without further notice except for an adjournment announced at the Confirmation Hearing or any adjournment of that hearing. Any objections not filed and served as set forth above shall be deemed waived and shall not be considered by the Court.
PLEASE TAKE FURTHER NOTICE that Sections 9.2 (Releases Implemented by the Auto Dealer Related Settlements), 9.3 (Releases by Members of Class 4 making the Settlement Election), 9.4 (Release by Debtor of SMC and Related Parties), 9.5 (Exculpation), 9.6 (Order in Aid of Plan Provisions), and 9.7 (Sale Free and Clear Provisions) of the Plan contain provisions that may enjoin conduct of persons (as that term is defined by section 101(41) of the Bankruptcy Code) beyond what it is expressly provided for by the Bankruptcy Code. The full text of each of the foregoing provisions are set forth in their entirety in the Plan.
PLEASE TAKE FURTHER NOTICE that Section 9.7 of the Plan specifically provides the following: “Notwithstanding Section 9.6 hereof, effective upon the closing of the Sale Transaction, all Persons are forever prohibited and enjoined from commencing or continuing in any manner any action or other proceeding, whether in law or equity, in any judicial, administrative, arbitral, or other proceeding against the Purchaser with respect to any liens, claims, encumbrances and interests against the Debtor or the Debtor’s property, including those based on successor liability, including (a) commencing or continuing any action or other proceeding pending or threatened against the Debtor as against the Purchaser; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against the Debtor as against the Purchaser; (c) creating, perfecting, or enforcing any lien, claim, interest, or encumbrance against the Debtor as against the Purchaser; (d) asserting any setoff, right of subrogation, or recoupment of any kind against the Debtor as against the Purchaser; (e) commencing or continuing any action, in any manner or place, that does not comply, or is inconsistent with, the provisions of the Sale Order, the Confirmation Order or other orders of the Bankruptcy Court, or the agreements or actions contemplated or taken in respect thereof; or (f) revoking, terminating, or failing or refusing to renew any license, permit, or authorization of the Purchaser to operate any of the Purchased Assets or conduct any of the businesses operated with such asset by reason of the Debtor’s financial condition, the Chapter 11 Case or for any reason relating to the Debtor and not the Purchaser independently. Subject to payment of the Cure Claims, if any, with respect to each Designated Contract, each of the non-Debtor parties thereto is barred, estopped and permanently enjoined from asserting against the Purchaser any defaults, breaches or claims of pecuniary loss based upon facts existing as of the closing of the Sale Transaction, by reason of the closing, or by reason of the Debtor’s financial condition.”
PLEASE TAKE FURTHER NOTICE that NounCo, Inc. is the party for whose benefit the injunction is issued under Section 9.7 of the Plan and that such injunction applies to any persons (as defined under section 101(41) of the Bankruptcy Code), as well as any governmental agency, governmental unit, or associated political subdivision.
PLEASE TAKE FURTHER NOTICE THAT UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED AND FILED AND THE OBJECTOR OR ITS COUNSEL APPEARS AT THE CONFIRMATION HEARING, IT WILL NOT BE CONSIDERED BY THE COURT. IF NO OBJECTIONS ARE TIMELY FILED AND SERVED IN ACCORDANCE WITH THIS NOTICE.
1 The last four digits of the Debtor’s federal tax identification number are (8739). The Debtor’s address is: 3251 East Imperial Highway, Brea, CA 92821.