NOTICE OF (I) NON-VOTING STATUS (DEEMED TO REJECT) AND (II) OPT-OUT OPPORTUNITY FOR CLASS 16 INTERESTS (EXISTING EQUITY INTEREST)
PLEASE TAKE NOTICE THAT:
On January 9, 2024, Endo International plc and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) filed their Second Amended Joint Chapter 11 Plan of Reorganization of Endo International plc and Its Affiliated Debtors, dated January 9, 2024 [Docket No. 3535] (together with all schedules and exhibits thereto, and as may be modified, amended, or supplemented from time to time, the “Plan”), and on January 16, 2024, the Debtors filed the Disclosure Statement with Respect to the Second Amended Joint Chapter 11 Plan of Reorganization of Endo International plc and its Affiliated Debtors, dated January 16, 2024 [Docket No. 3554] (together with all schedules and exhibits thereto, and as may be modified, amended, or supplemented from time to time, the “Disclosure Statement”).2
On January 12, 2024, the Bankruptcy Court entered an order conditionally approving the Disclosure Statement as containing adequate information pursuant to section 1125 of the Bankruptcy Code [Docket No. 3549] (the “Disclosure Statement Order”). Entry of the Disclosure Statement Order does not indicate approval of the Disclosure Statement on a final basis or confirmation of the Plan by the Bankruptcy Court. Copies of the Plan and Disclosure Statement may be obtained free of charge from the Debtors’ Solicitation Agent, Kroll Restructuring Administration, LLC (the “Solicitation Agent” or “Kroll”), by: (a) calling the Solicitation Agent at (877) 542-1878 (U.S./Canada, toll-free) or +1 (929) 284-1688 (International, toll); (b) visiting the website maintained by the Solicitation Agent at https://restructuring.ra.kroll.com/Endo (the “Case Website”) and contacting the Solicitation Agent via the “Live Chat” feature at the “Info Center” panel of the landing page; (c) contacting the Solicitation Agent by mail at Endo Ballot Processing Center, c/o Kroll Restructuring Administration, LLC, 850 Third Avenue, Suite 412, Brooklyn, NY 11232; or (d) emailing endoinfo@ra.kroll.com with “Endo Solicitation Package request” in the subject line. You may also obtain copies of these materials or any pleadings filed in these Chapter 11 Cases for a fee via PACER at https://www.nysb.uscourts.gov/.
Based on the nature and treatment of your Interest under the Plan, you are not entitled to vote on the Plan on account of such Interest. Specifically, according to the Debtors’ books and records, you are a holder of an Existing Equity Interest in Class 16. Pursuant to the terms of the Plan, holders of Interests in Class 16 are Impaired and not entitled to receive or retain any recovery under the Plan on account of such Interests. Therefore, you are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.
Your rights are more fully described in the Disclosure Statement, which, along with the Plan, Disclosure Statement Order, and certain other materials, can be accessed electronically at the Case Website or by scanning the QR Code provided below in this notice.
You may elect not to grant the releases set forth in Section 10.3 of the Plan and copied below (such provisions, the “Non-GUC Releases”). If you elect not to grant the Non-GUC Releases contained in Section 10.3 of the Plan, please follow the instructions on the “opt-out” form affixed hereto (the “Opt-Out Form”) and return the form to the Solicitation Agent in accordance with the such instructions. Election to opt out is at your option. The deadline to submit a completed Opt-Out Form is 4:00 p.m. (prevailing Eastern Time) on February 22, 2024 (the “Release Election Deadline”). PLEASE BE ADVISED THAT YOU MUST AFFIRMATIVELY OPT-OUT OF GRANTING THE NON-GUC RELEASES AND SUBMIT THE OPT-OUT FORM WITH YOUR ELECTION SO THAT IT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT BY OR BEFORE THE RELEASE ELECTION DEADLINE, OTHERWISE YOU WILL BE DEEMED TO HAVE GRANTED THE NON-GUC RELEASES.
PLEASE ALSO BE ADVISED THAT ARTICLE X OF THE PLAN CONTAINS THE DEBTOR RELEASES, NON-GUC RELEASES, GUC RELEASES, EXCULPATION, PLAN INJUNCTION, AND CHANNELING INJUNCTION. IF YOU OBJECT TO ANY OF THE INJUNCTION, RELEASE, OR EXCULPATION PROVISIONS CONTAINED IN ARTICLE X OF THE PLAN, YOU MUST FILE A SEPARATE OBJECTION WITH THE BANKRUPTCY COURT IN ACCORDANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Plan and Disclosure Statement Objections
The deadline for filing objections to the Plan and Disclosure Statement is February 22, 2024, at 4:00 p.m. (prevailing Eastern Time) (the “Plan and Disclosure Statement Objection Deadline”). Any objection to the Plan or Disclosure Statement must: (i) be in writing; (ii) conform to the Bankruptcy Rules, the Local Rules, and any applicable orders of the Bankruptcy Court; (iii) state the name and address of the objecting party and the amount and nature of the Claim or Interest of such Entity; (iv) state, with particularity, the legal and factual basis for the objection and, if practicable, a proposed modification to the Plan (or related materials) that would resolve such objection; and (v) be filed with the Bankruptcy Court and served upon the following parties (the “Objection Notice Parties”) so as to be actually received by or before the Plan and Disclosure Statement Objection Deadline. PLAN AND DISCLOSURE STATEMENT OBJECTIONS NOT TIMELY FILED AND SERVED IN THE MANNER SET FORTH HEREIN MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT AND MAY BE OVERRULED WITHOUT FURTHER NOTICE.
Objection Notice Parties
(a) the Debtors, c/o Endo International plc, 1400 Atwater Drive, Malvern, PA 19355 (Attn: Matthew Maletta, Esq. and Brian Morrissey, Esq.);
(b) counsel for the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, NY 10001 (Attn: Paul D. Leake (paul.leake@skadden.com), Lisa Laukitis (lisa.laukitis@skadden.com), Shana A. Elberg (shana.elberg@skadden.com), and Evan A. Hill (evan.hill@skadden.com));
(c) the Office of the U.S. Trustee for Region 2, Alexander Hamilton Custom House, One Bowling Green, Room 534, New York, NY 10004 (Attn: Paul Schwartzberg (paul.schwartzberg@usdoj.gov) and Tara Tiantian (tara.tiantian@usdoj.gov));
(d) the United States Attorney’s office for the Southern District of New York, 86 Chambers Street, New York, NY 10007 (Attn: Lawrence H. Fogelman (LFogelman@usa.doj.gov), Jean-David Barnea (JDBarnea@usa.doj.gov), Peter Aronoff (peter.aranoff@usdoj.gov), and Tara Schwartz (tara.schwartz@usdoj.gov));
(e) counsel for the Ad Hoc First Lien Group, Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, NY 10166 (Attn: Scott J. Greenberg (sgreenberg@gibsondunn.com), Michael J. Cohen (mcohen@gibsondunn.com), Joshua K. Brody (jbrody@gibsondunn.com), and Christina M. Brown (christina.brown@gibsondunn.com));
(f) counsel for the Ad Hoc Cross-Holder Group, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 (Attn: Andrew N. Rosenberg (arosenberg@paulweiss.com), Alice B. Eaton (aeaton@paulweiss.com), and Andrew Parlen (aparlen@paulweiss.com));
(g) counsel for the Creditors’ Committee, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036 (Attn: Kenneth H. Eckstein (keckstein@kramerlevin.com), Amy Caton (acaton@kramerlevin.com), Rachael L. Ringer (rringer@kramerlevin.com), David E. Blabey, Jr.(dblabey@kramerlevin.com), and Megan Wasson (mwasson@kramerlevin.com));
(h) lead counsel for the Opioid Claimants’ Committee, Cooley LLP, 55 Hudson Yards, New York, NY 10001 (Attn: Cullen D. Speckhart (cspeckhart@cooley.com), Summer McKee (smckee@cooley.com), and Evan Lazerowitz (elazerowitz@cooley.com));
(i) co-counsel for the Opioid Claimants’ Committee, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036 (Attn: Arik Preis (apreis@akingump.com), Mitchell P. Hurley (mhurley@akingump.com), Theodore James Salwen (jsalwen@akingump.com), Brooks Barker (bbarker@akingump.com), and Kate Doorley (kdoorley@akingump.com));
(j) the FCR in the Chapter 11 Cases, Roger Frankel (Attn: rfrankel@frankelwyron.com);
(k) co-counsel for the FCR, Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801 (Attn: James L. Patton, Jr.(jpatton@ycst.com), Robert S. Brady (rbrady@ycst.com), Edwin J. Harron (eharron@ycst.com), and Sean T. Greecher (sgreecher@ycst.com)) and Frankel Wyron LLP, 2101 L Street, NW, Suite 800 Washington, DC 20037 (Attn: Richard
H. Wyron (rwyron@frankelwyron.com)); and
(l) counsel for the Multi-State Endo Executive Committee, Pillsbury Winthrop Shaw Pittman LLP, 31 West 52nd Street, New York, NY 10019 (Attn: Andrew M. Troop (andrew.troop@pillsburylaw.com), M. McDonald (hugh.mcdonald@pillsburylaw.com), Andrew V. Alfano (andrew.alfano@pillsburylaw.com)).
Combined Hearing
The Combined Hearing to consider confirmation of the Plan and final approval of the Disclosure Statement will commence at 10:00 a.m. (prevailing Eastern Time) on March 19, 2024, before the Honorable James L. Garrity, Jr., United States Bankruptcy Judge, in the United States Bankruptcy Court for the Southern District of New York, located at One Bowling Green, 7th Floor, Courtroom 723, New York, NY 10004-1408. The Combined Hearing may be continued from time to time by the Bankruptcy Court or the Debtors without further notice other than by announcement of such adjournment in open court and/or the filing of a notice of such adjournment with the Bankruptcy Court that is served on such parties as the Bankruptcy Court may order. Moreover, the Plan may be modified or amended, if necessary, pursuant to section 1127 of the Bankruptcy Code, prior to, during, or as a result of the Combined Hearing, without further notice to parties in interest.
1 The last four digits of Debtor Endo International plc’s tax identification number are 3755. Due to the large number of debtors in these chapter 11 cases, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at https://restructuring.ra.kroll.com/Endo. The location of the Debtors’ service address for purposes of these chapter 11 cases is: 1400 Atwater Dr, Malvern PA 19355.
2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Plan, Disclosure Statement, Disclosure Statement Order (as defined herein), or the Solicitation and Voting Procedures (as defined in the Disclosure Statement Order), as applicable.
PLEASE BE ADVISED THAT THE PLAN CONTAINS CERTAIN INJUNCTION, RELEASE, AND EXCULPATION PROVISIONS, INCLUDING THOSE LISTED IN EXHIBIT A BELOW. YOU ARE ADVISED AND ENCOURAGED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE INJUNCTION, RELEASE, AND EXCULPATION PROVISIONS AS YOUR RIGHTS MIGHT BE AFFECTED. RELEVANT DEFINED TERMS AND THE FULL TEXT OF THE RELEASES CONTAINED IN THE PLAN ARE SET FORTH IN EXHIBIT A BELOW.
If you do not wish to grant a release, you must affirmatively opt-out of granting the Non-GUC Releases contained in Section 10.3 of the Plan and submit the Opt-Out Form with your election so that it is actually received by the Solicitation Agent by or before the Release Election Deadline, otherwise you will be deemed to have granted the Non-GUC Releases.
ACCESS TO ELECTRONIC MATERIALS
THE DISCLOSURE STATEMENT, PLAN, AND DISCLOSURE STATEMENT ORDER (INCLUDING THE SOLICITATION AND VOTING PROCEDURES AND OTHER EXHIBITS) MAY BE ACCESSED FREE OF CHARGE AT HTTPS://RESTRUCTURING.RA.KROLL.COM/ENDO BY CLICKING ON THE “SOLICITATION MATERIALS” TAB ON THE HOME PAGE. ADDITIONALLY, YOU MAY ACCESS THE SOLICITATION MATERIALS BY SCANNING THE QR CODE BELOW USING THE CAMERA ON YOUR SMART PHONE, TABLET, OR OTHER DEVICE.
YOU CAN ALSO REQUEST, FREE OF CHARGE, PAPER COPIES OF ANY OF THESE MATERIALS BY CONTACTING THE DEBTORS’ SOLICITATION AGENT BY: (A) CALLING THE SOLICITATION AGENT AT (877) 542-1878 (U.S./ CANADA, TOLL-FREE) OR +1 (929) 284-1688 (INTERNATIONAL, TOLL); (B) VISITING THE CASE WEBSITE AT HTTPS://RESTRUCTURING.RA.KROLL.COM/ENDO AND CONTACTING THE SOLICITATION AGENT VIA THE “LIVE CHAT” FEATURE AT THE “INFO CENTER” PANEL OF THE LANDING PAGE; (C) CONTACTING THE SOLICITATION AGENT BY MAIL AT ENDO BALLOT PROCESSING CENTER, C/O KROLL RESTRUCTURING ADMINISTRATION, LLC, 850 THIRD AVENUE, SUITE 412, BROOKLYN, NY 11232; OR (D) EMAILING ENDOINFO@RA.KROLL.COM WITH “ENDO SOLICITATION PACKAGE REQUEST” IN THE SUBJECT LINE. AS SOON AS REASONABLY PRACTICABLE AFTER RECEIVING SUCH A REQUEST, THE SOLICITATION AGENT WILL PROVIDE YOU WITH THE DOCUMENTATION YOU REQUESTED.
THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS WITH RESPECT TO YOUR VOTING RIGHTS UNDER THE PLAN OR ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, PLEASE CONTACT THE SOLICITATION AGENT AT THE NUMBER OR ADDRESS SPECIFIED ABOVE. PLEASE NOTE THAT THE SOLICITATION AGENT MAY NOT PROVIDE LEGAL ADVICE. IF YOU NEED LEGAL ADVICE, PLEASE CONSULT WITH YOUR ATTORNEY.