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Reorganization Proceedings of the MMJ Companies
−Removed: In 2013, we completed the acquisition of Elpida Memory, Inc., now known as MMJ, a Japanese corporation, pursuant to the terms and conditions of an Agreement on Support for Reorganization Companies (as amended, the "Sponsor Agreement") that we entered into in 2012 with the trustees of the MMJ Companies' pending corporate reorganization proceedings under the Corporate Reorganization Act of Japan.
−Removed: Under the Sponsor Agreement, we agreed to provide certain support for the reorganization of the MMJ Companies and the trustees agreed to prepare and seek approval from the Tokyo District Court and the MMJ Companies' creditors of plan of reorganization consistent with such support.
−Removed: The plan of reorganization provides for payments by the MMJ Companies to their secured and unsecured creditors in an aggregate amount of 200 billion yen, less certain expenses of the reorganization proceedings and certain other items.
−Removed: The plan of reorganization also provided for the investment by us pursuant to the Sponsor Agreement of 60 billion yen paid at closing in cash into MMJ in exchange for 100% ownership of MMJ's equity and the use of such investment to fund the initial installment payment by the MMJ Companies to their creditors of 60 billion yen, subject to reduction for certain items specified in the Sponsor Agreement and plan of reorganization.
−Removed: Under MMJ's plan of reorganization, secured creditors will recover 100% of the amount of their fixed claims and unsecured creditors will recover at least 17.4% of the amount of their fixed claims.
−Removed: The actual recovery of unsecured creditors will be higher, however, based in part on events and circumstances occurring following the plan approval.
−Removed: The remaining portion of the unsecured claims will be discharged, without payment, over the period that payments are made pursuant to the plan of reorganization.
−Removed: The secured creditors were paid in full on or before the sixth installment payment date, while the unsecured creditors will be paid in seven installments.
−Removed: The unsecured creditors of MAI were scheduled to be paid in seven installments;
−Removed: however, in connection with our sale of MAI in 2017, the remaining MAI creditor obligation was paid in full and MAI's reorganization proceedings were closed.
−Removed: Because MMJ's plan of reorganization provides for ongoing payments to creditors following the closing of the MMJ acquisition, the reorganization proceedings in Japan are continuing and MMJ remains subject to the oversight of the Tokyo District Court and of the trustees (including a trustee designated by us, who we refer to as the business trustee, and a trustee designated by the Tokyo District Court, who we refer to as the legal trustee), pending completion of the reorganization proceedings.
−Removed: The business trustee is responsible for overseeing the operation of the businesses of the MMJ Companies, other than oversight in relation to acts that need to be carried out in connection with the Japan Proceedings, which are the responsibility of the legal trustee.
−Removed: The final creditor payment under MMJ's plan of reorganization is scheduled to occur in December 2019.
−Removed: MMJ's reorganization proceedings in Japan and oversight of the Tokyo District Court will terminate following the distribution of the final creditor payment and the Tokyo District Court's approval and issuance of an order concluding the reorganization proceedings.
−Removed: During the pendency of the reorganization proceedings in Japan, MMJ is obligated to provide periodic financial reports to the Tokyo District Court and may be required to obtain the consent of the Tokyo District Court prior to taking a number of significant actions relating to its businesses, including transferring or disposing of, or acquiring, certain material assets, incurring or guaranteeing material indebtedness, settling material disputes, or entering into certain material agreements.
−Removed: The consent of the legal trustee may also be required for matters that would likely have a material impact on the operations or assets of MMJ or for transfers of material assets, to the extent the matters or transfers would reasonably be expected to materially and adversely affect execution of MMJ's plan of reorganization.
−Removed: Accordingly, during the pendency of the reorganization proceedings in Japan, our ability to effectively integrate MMJ as part of our global operations or to cause MMJ to take certain actions that we deem advisable for its businesses could be adversely affected if the Tokyo District Court or the legal trustee is unwilling to consent to various actions that we may wish to take with respect to MMJ.
−Removed: See "Part II – Financial Information – Item 8.
+Added: In 2013, we completed the acquisition of Elpida Memory, Inc., now known as MMJ, pursuant to the terms and conditions of an Agreement on Support for Reorganization Companies (the “Sponsor Agreement”) that we entered into in 2012 with the trustees of the MMJ Companies’ pending corporate reorganization proceedings under the Corporate Reorganization Act of Japan.
+Added: Under the Sponsor Agreement, we agreed to provide certain support for the reorganization of the MMJ Companies and the trustees agreed to seek approval for such support from the Tokyo District Court and the MMJ Companies’ reorganization creditors.
+Added: 31 | 2020 10-K
+Added: The reorganization provided for payments by the MMJ Companies to their secured and unsecured creditors in an aggregate amount of 200 billion yen, less certain expenses.
+Added: The plan of reorganization also provided for our cash payment at closing of 60 billion yen into MMJ to fund the initial installment payment to the creditors of 60 billion yen in exchange for 100% ownership of MMJ’s equity.
+Added: Under MMJ’s plan of reorganization, secured creditors recovered 100% of the amount of their fixed claims on or before the sixth annual installment payment, and unsecured creditors recovered at least 17.4% of the amount of their fixed claims in seven annual installments.
+Added: In connection with our sale of MAI in 2017, the remaining MAI creditor obligation was paid in full and MAI’s reorganization proceedings were closed at that time.
+Added: Because MMJ’s plan of reorganization provided for ongoing payments to creditors, the reorganization proceedings continued following the closing of the MMJ acquisition and MMJ remained subject to the oversight of the Tokyo District Court and two trustees.
+Added: The final creditor payment under MMJ’s plan of reorganization occurred in December 2019 and, on July 22, 2020, the Tokyo District Court issued a termination order formally closing the reorganization proceedings and ending the oversight of MMJ’s operations by the Tokyo District Court and trustees.
+Added: See “Part II – Item 8.
Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Contingencies” and “Item 1A.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.