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With Guilty Plea, Takata Clears Way for a Likely Global Rescue

Jonathan Soble
The logo of the Japanese auto parts maker Takata is displayed at a car showroom in Tokyo on January 13, 2017.
Kazuhiro Nogi | AFP | Getty Images

With a $1 billion fine and a criminal guilty plea, Takata, the Japanese auto parts maker, took a major step on Friday toward putting the scandal over its deadly airbags behind it.

Next up: a sale of the financially hobbled company. And in a turnabout for Japan, Takata's new owners could be from abroad — underlining a shift in the country's once-hostile attitude toward outside buyers.

American officials said on Friday that Takata had agreed to plead guilty to charges of wire fraud for providing false data and would pay a $1 billion fine. They also charged three Takata executives with fabricating test data to mask a potentially fatal airbag defect.

More from the New York Times:
3 Takata Executives Face Criminal Charges Over Exploding Airbags
A Cheaper Airbag, and Takata's Road to a Deadly Crisis
Takata and Honda Kept Quiet on Study That Questioned Airbag Propellant

The unexpected charges against the executives were a rare escalation by American prosecutors pursuing a company, a reminder that Takata and its executives could still be dealing with the scandal for some time to come.

The guilty plea will hurt the company's ability to defend itself against lawsuits brought by shareholders and consumers. The fines and costs associated with the scandal have also taken a heavy financial toll.

Still, the deal announced on Friday goes a long way toward resolving a crisis that has been looming over Takata. The company's airbags have been linked to at least 11 deaths and more than 180 injuries in the United States. They also led to the largest recall in automotive history, affecting more than 40 million vehicles in the United States alone, and undermined Japan's reputation for turning out safe, impeccably manufactured products.

Takata will plead guilty, agrees to $1B settlement

The settlement should help Takata move forward with a stalled effort to secure a much-needed financial lifeline. The company's battered share price has risen by two-thirds since news of the deal was reported late last month.

"This puts Takata in a position to regain momentum," said Yoshio Tsukuda, the founder of the Tsukuda Mobility Research Institute, an auto industry research firm.

A rescue is also critical for carmakers. As troubling as Takata's failures have been for automakers, who have borne the huge costs of the recalls, they would suffer more if the company went under. Takata remains the second-largest producer of airbags globally, with a market share around 20 percent, and is also a major supplier of seatbelts. Carmakers would struggle to find alternatives if it suddenly stopped producing.

A short, mostly global list of companies is said to be interested in Takata. The white knight would probably buy a majority stake in the company, worth several billion dollars, effectively taking it over.

The list of potential buyers includes the Swedish car parts company Autoliv, the world's biggest airbag manufacturer; Key Safety Systems, an American subsidiary of Ningbo Joyson Electronic Corporation of China; and Flex-n-Gate, a maker of bumpers and other car components that is owned by the Pakistani-American billionaire Shahid Khan, who also owns the Jacksonville Jaguars franchise in the National Football League.

The lone Japanese candidate is Daicel, a chemical company that supplies raw materials to Takata. That bid is only partly homegrown, however, as Daicel has teamed with Bain Capital, an American investment fund.

The preponderance of international names represents a departure for corporate Japan. In the past, close-knit business networks and a protective government have helped keep control of Japanese companies in local hands, and foreign direct investment is low relative to the size of the economy. Politicians and bureaucrats have often cajoled businesses to rally around failing competitors rather than letting them fail or be sold to foreign buyers.

Who is in the running to nab Takata?

The Japanese news media had speculated that a "Rising Sun alliance" of Japanese carmakers might bail out Takata, led by Honda, Takata's largest customer. But carmakers have pushed back against the idea, fearing ballooning legal liabilities and anger from their shareholders.

"These days, car companies procure parts around the world now as a matter of course," said Mr. Tsukuda, the industry analyst. "The important thing is to find a sponsor who can restore Takata's reputation, which won't be easy, and to do it quickly."

In one sense, though, a foreign takeover of Takata would fit a longstanding pattern: When companies are sold to outsiders, it is usually when they are in deep trouble. That was the case with Nissan Motor, for instance, which was rescued by Renault of France in the early 2000s when Nissan was flirting with bankruptcy. The same was true of Sharp, the sputtering electronics company purchased by Foxconn of Taiwan last year.

More broadly, global companies are having an easier time making deals in Japan. They struck $25.4 billion in deals there in 2015, according to the most recent numbers from Thomson One Banker, a data firm — the most in a decade. Spending may have been even higher last year, in part because of Foxconn's $3.5 billion deal for Sharp.

Part of the growing openness to money from abroad comes from the fact that Japanese companies are themselves looking outside their home market. Japanese buyers have been scooping up companies like breweries and package delivery services globally in recent years to offset a shrinking domestic market.

And as more businesses expand abroad, said Richard Kramer, who heads the Japan practice at the law firm Simmons & Simmons, defending the home market from foreigners becomes less important and more difficult.

Takata had hoped to secure a rescue by last summer. But the deadline has been pushed back several times, under a cloud of complexity and uncertainty for potential buyers. Friday's deal provided some clarity.

Under its deal with the Justice Department, Takata agreed to pay a $25 million fine and provide $125 million in compensation to victims and $850 million to automakers, which have borne the cost of replacing tens of millions of Takata-made airbag inflaters. An independent monitor appointed by the Justice Department will oversee Takata's initiatives to improve safety.

Thorny issues remain, though. Any potential buyers will need to figure out a legal framework for restructuring the company.

One idea that has been floated is to put Takata's operations in the United States through Chapter 11 bankruptcy. But whether a similar procedure should be used for the Japanese parent is more contentious. Yoichiro Nomura, Takata's chief financial officer, argued in November that doing so could disrupt production because it could make it harder for Takata to pay its own component suppliers.

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