Global A&T Electronics, Ltd. 11 Martine Avenue

17-23931-rdd Doc 11 Filed 12/17/17 Entered 12/17/17 19:05:21 Main Document SRF 20465 Pg 1 of 507 Global A&T Electronics, Ltd. 11 Martine Avenue, 12th Floor White Plains, New York November 20, 2017 To: Holders of Class 3 Initial Notes Claims and Holders of Class 4 Additional Notes Claims On behalf of Global A&T Electronics Ltd. (“GATE”) and certain of its subsidiaries (collectively, the “Debtors”), enclosed please find the Disclosure Statement for the Debtors’ Joint Chapter 11 Plan of Reorganization, dated as of November 20, 2017 (the “Disclosure Statement”), with respect to the Debtors’ Joint Chapter 11 Plan of Reorganization, dated as of November 20, 2017 (as may be further amended, modified, or supplemented from time to time and including all exhibits or supplements thereto, collectively, the “Plan”), and a ballot so that you may vote to accept or reject the proposed Plan. Please note, capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan or the Disclosure Statement, as applicable. THE SOLICITATION OF VOTES ON THE PLAN WITH RESPECT TO THE CLASS 3 AND CLASS 4 CLAIMS IS BEING MADE PURSUANT TO SECTION 4(A)(2) AND REGULATION D OF THE SECURITIES ACT AND ONLY FROM HOLDERS OF SUCH CLAIMS WHO ARE ACCREDITED INVESTORS AS DEFINED IN RULE 501 OF THE SECURITIES ACT. IF YOU ARE NOT AN ACCREDITED INVESTOR, YOUR VOTE WILL NOT BE COUNTED. Please return your ballot to Prime Clerk LLC by 4:00 p.m., prevailing Eastern Time, on December 13, 2017. Thereafter, the Debtors intend to commence voluntary cases under chapter 11 of the Bankruptcy Code and to seek to confirm the Plan at a hearing that is currently scheduled for 10:00 a.m. prevailing Eastern Time, on December 21, 2017, before the Honorable Robert D. Drain, United States Bankruptcy Judge, in courtroom 248 of the United States Bankruptcy Court, 300 Quarropas Street, White Plains, New York 10601. The Plan provides for a comprehensive restructuring of the Debtors’ obligations, preserves the going-concern value of the Debtors’ business, maximizes recoveries available to all constituents, provides for an equitable distribution to the Debtors’ stakeholders, and protects the jobs of more than 10,000 employees. More specifically, and as described in greater detail in the Disclosure Statement, the Plan provides for, among other things, the issuance of approximately $665 million in new 8.5% secured notes due 2022 to holders of GATE’s Initial Notes (i.e., “Old” Notes) and Additional Notes (i.e., “New” Notes), the guarantee by the “UMS” business held by GATE’s equity owner, UTAC Holdings Ltd., of such new secured notes, the issuance of approximately 31 percent of the common equity in UTAC Holdings Ltd. to GATE’s “New” bondholders, the settlement of long-standing litigation against the Debtors and their equity sponsors, and, following the effective date, UMS and GATE will be operated by a single management team and owned by UTAC Holdings Ltd. KE 49630783 17-23931-rdd Doc 11 Filed 12/17/17 Entered 12/17/17 19:05:21 Main Document SRF 20465 Pg 2 of 507 The Plan is consistent with the Restructuring Support Agreement, which is the product of arm’s-length, good-faith negotiations over several months between the Debtors and their key stakeholders. Through the financial restructuring of the Debtors’ equity and debt structures, the Plan will improve the Debtors’ financial condition and overall creditworthiness and provide the Debtors with the financial flexibility and stability to grow its business going forward. The Debtors are seeking your vote on the Plan on a “prepackaged” basis prior to filing for chapter 11, a process that the Debtors anticipate will minimize any potential disruption to their day-to-day business operations and that will expedite the duration of their chapter 11 cases. Please review the enclosed Disclosure Statement carefully for details about voting, recoveries, the Debtors’ proposed financial restructuring, the Debtors’ financial performance, and other matters relevant to your decision whether to vote to accept or reject the Plan. The Debtors have established the following timetable for the solicitation process: VOTING RECORD DATE November 20, 2017 VOTING DEADLINE December 13, 2017, 4:00 p.m., prevailing Eastern Time DEADLINE TO COMMENCE December 17, 2017 CHAPTER 11 CASES UNDER THE RESTRUCTURING SUPPORT AGREEMENT OBJECTION DEADLINE December 19, 2017, 4:00 p.m., prevailing Eastern Time CONFIRMATION HEARING December 21, 2017, 10:00 a.m., prevailing Eastern Time Sincerely, Global A&T Electronics Ltd., on behalf of itself and each of the other Debtors /s/ Michael E. Foreman Name: Michael E. Foreman Title: General Counsel Global A&T Electronics Ltd., on behalf of itself and each of the other Debtors ii 17-23931-rdd Doc 11 Filed 12/17/17 Entered 12/17/17 19:05:21 Main Document SRF 20465 Pg 3 of 507 THIS SOLICITATION IS BEING CONDUCTED TO OBTAIN SUFFICIENT ACCEPTANCES OF THE DEBTORS’ JOINT CHAPTER 11 PLAN OF REORGANIZATION BEFORE THE FILING OF VOLUNTARY REORGANIZATION CASES UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE, 11 U.S.C. §§ 101–1532 (THE “BANKRUPTCY CODE”). BECAUSE THE CHAPTER 11 CASES HAVE NOT YET BEEN COMMENCED, THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY A BANKRUPTCY COURT AS CONTAINING ADEQUATE INFORMATION WITHIN THE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE OR AS BEING IN COMPLIANCE WITH SECTION 1126(b) OF THE BANKRUPTCY CODE. FOLLOWING COMMENCEMENT OF THE CHAPTER 11 CASES, THE DEBTORS EXPECT TO PROMPTLY SEEK ENTRY OF AN ORDER OF THE BANKRUPTCY COURT: (I) APPROVING THIS DISCLOSURE STATEMENT AS CONTAINING ADEQUATE INFORMATION UNDER SECTION 1125(a) OF THE BANKRUPTCY CODE; (II) APPROVING THE SOLICITATION OF VOTES ON THE PLAN AS HAVING BEEN IN COMPLIANCE WITH SECTION 1126(b) OF THE BANKRUPTCY CODE; AND (III) CONFIRMING THE PLAN. DISCLOSURE STATEMENT, DATED NOVEMBER 20, 2017 SOLICITATION OF VOTES TO ACCEPT OR REJECT THE DEBTORS’ JOINT CHAPTER 11 PLAN OF REORGANIZATION YOU ARE RECEIVING THIS DOCUMENT AND THE ACCOMPANYING MATERIALS BECAUSE YOU ARE ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN. RECOMMENDATION BY THE DEBTORS THE DEBTORS HAVE UNANIMOUSLY APPROVED THE TRANSACTIONS CONTEMPLATED BY THE PLAN AND DESCRIBED IN THIS DISCLOSURE STATEMENT AND STRONGLY RECOMMEND THAT ALL HOLDERS OF CLAIMS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN. 17-23931-rdd Doc 11 Filed 12/17/17 Entered 12/17/17 19:05:21 Main Document SRF 20465 Pg 4 of 507 DELIVERY OF BALLOTS 1. Ballots and Master Ballots must be actually received by the Solicitation Agent before the Voting Deadline. 2. Please send your completed Ballot in the provided envelope. If you received a return envelope addressed to your Nominee, please allow additional time for your vote to be included in the Master Ballot and sent to the Solicitation Agent before the Voting Deadline. 3. Ballots and Master Ballots to be returned directly to the Solicitation Agent may also be sent by first class mail, overnight courier, hand delivery, or (with respect to the Master Ballots) via email to: GATE Ballot Processing c/o Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Email: [email protected] If you have any questions on the procedures for voting on the Plan, please call the Solicitation Agent at either of the following telephone numbers: 855-388-4579 (Toll-Free) 646-795-6978 (Local / International) PLEASE NOTE THAT THE DESCRIPTION OF THE PLAN PROVIDED THROUGHOUT THIS DISCLOSURE STATEMENT IS ONLY A SUMMARY PROVIDED FOR CONVENIENCE PURPOSES. THE TERMS OF THE PLAN GOVERN IN THE EVENT OF ANY INCONSISTENCY WITH THE SUMMARIES CONTAINED IN THIS DISCLOSURE STATEMENT AND THE PLAN. A COPY OF THE PLAN TO WHICH THIS DISCLOSURE STATEMENT RELATES IS ATTACHED HERETO AS EXHIBIT A. READERS SHOULD NOT CONSTRUE THE CONTENTS OF THIS DISCLOSURE STATEMENT AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE AND SHOULD CONSULT WITH THEIR OWN ADVISORS BEFORE CASTING A VOTE WITH RESPECT TO THE PLAN. THE DEBTORS HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR ADVICE OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE PLAN AND THIS DISCLOSURE STATEMENT. THE INFORMATION IN THIS DISCLOSURE STATEMENT IS BEING PROVIDED SOLELY FOR THE PURPOSES OF VOTING TO ACCEPT OR REJECT THE PLAN OR OBJECTING TO CONFIRMATION. ALL EXHIBITS TO THE DISCLOSURE STATEMENT ARE INCORPORATED INTO AND ARE A PART OF THIS DISCLOSURE STATEMENT AS IF SET FORTH IN FULL IN THIS DISCLOSURE STATEMENT. SPECIAL NOTICE REGARDING U.S. FEDERAL AND STATE SECURITIES LAWS Neither this Disclosure Statement nor the Plan has been filed with the United States Securities and Exchange Commission (the “SEC”) or any state authority. The Plan has not been approved or disapproved by the SEC - ii - 17-23931-rdd Doc 11 Filed 12/17/17 Entered 12/17/17 19:05:21 Main Document SRF 20465 Pg 5 of 507 or any state securities commission, and neither the SEC nor any state securities commission has passed upon the accuracy or adequacy of this Disclosure Statement or the merits of the Plan. Any representation to the contrary is a criminal offense. This Disclosure Statement has been prepared pursuant to sections 1125 and 1126 of the Bankruptcy Code and Bankruptcy Rule 3016(b). The securities to be issued on or after the Effective Date will not have been the subject of a registration statement filed with the SEC under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any securities regulatory authority of any U.S. state under applicable U.S. state securities law (collectively, the “Blue Sky Laws”).

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