The information contained on this website is provided for informational purposes only and should not be construed as legal advice or, unless expressly stated, as the Creditors' Committee's (as defined herein) official position on any subject matter. Users of this site should not take or refrain from taking any action based upon content included in this Committee Website (as defined herein) without first seeking legal counsel on the particular facts and circumstances at issue.
Please take notice that this website (the "Committee Website") has been established and is being maintained and operated by Epiq Bankruptcy Solutions LLC ("Communications Agent") on behalf of the Official Committee of Unsecured Creditors (the "Creditors' Committee") of General Motors Corp., et al., (the "Debtors"), in accordance with the Creditors' Committee's obligation to share information with unsecured creditors of the Debtors pursuant to section 1102(b)(3) of the Bankruptcy Code. This Committee Website is not the website of the Court. While every attempt is being made to ensure the accuracy of the information contained herein, this Committee Website does not contain or comprise the official court records. You are advised to visit the Court's official website at
http://www.nysb.uscourts.gov (a PACER login and password are needed to view these documents and can be obtained at
http://pacer.psc.uscourts.gov for access to the official docket of these chapter 11 cases.) None of the Creditors' Committee, its members, advisors, or professionals undertakes any obligation to update, modify, revise or recategorize the information provided herein, or any obligation to notify you or any third party should the information be updated, modified revised or re-categorized.
Electronic mail or other communications through this Committee Website or otherwise to the Creditors' Committee in connection with these or other matters will not be treated as or confidential. Transmission and receipt of the information in this Committee Website and/or communication with the Creditors' Committee or any of the Creditors' Committee's counsel or advisors is not intended to solicit or create, and does not create, an attorney-client relationship. The Creditors' Committee does not endorse or warrant and is not responsible for any third-party content that may be accessed from this web site.
In no event shall the Creditors' Committee, its members, advisors, or professionals be liable to you or any third party for any direct, indirect, incidental, consequential or special damages (including, but not limited to, damages arising from the disallowance of a potential claim, damages to business reputation, lost business or lost profits), whether or not foreseeable and however caused, even if advised of the possibility of such damages. None of the Creditors' Committee, its members, advisors, or professionals shall be liable to you or any third party for any loss or injury arising out of or caused in whole or in part by the acts, errors or omissions of the parties responsible for the Committee Website, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating or delivering the information contained in the Committee Website. This Committee Website should not be relied upon as a substitute for financial, legal or other professional advice.
General Information |
Contact Information |
Frequently Asked Questions |
Chapter 11 Overview |
Buying and Selling Unsecured Claims |
Important Dates |
Submit an Inquiry |
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General Information
Main Debtor: Motors Liquidation Company - Case No. 09-50026 (REG) (click
here
to view the complete list of debtors and their voluntary petitions)
| Lead Debtor: |
| |
Motors Liquidation Company
| Case No.: | 09-50026 (REG) |
| Related Debtors |
|
MLC of Harlem, Inc. (f/k/a Chevrolet Saturn of Harlem, Inc.)
| Case No.: |
09-13558 (REG)
| |
|
MLCS, LLC (f/k/a Saturn, LLC)
| Case No.: |
09-50027 (REG)
| |
|
MLCS Distribution Corporation (f/k/a Saturn Distribution Corporation)
| Case No.: |
09-50028 (REG)
| |
|
Remediation and Liability Management Company, Inc.
| Case No.: |
09-50029 (REG)
| |
|
Environmental Corporate Remediation Company, Inc.
| Case No.: |
09-50030 (REG)
| |
To see the Voluntary Petition for a Debtor, click on the case number.
Filing Date: June 1, 2009 (and October 1, 2009 for two additional Debtors)
Judge: The Honorable Robert E. Gerber
Official Committees:
The Official Committee of Unsecured Creditors - appointed June 3, 2009 (Please click
here for Contact Information)
The Official Committee of Unsecured Creditors Holding Asbestos-Related Claims – formed March 2, 2010
Claims Agent:
Garden City Group
Important Dates:
Plan and Disclosure Statement
On August 31, 2010, the Debtors filed plan of liquidation and disclosure statement (click here for the plan and disclosure statement). The proposed treatment for holders of general unsecured claims is set forth in Section 4.3 of the plan.
The first session of the 341 Meeting took place on July 27, 2009 and a second session took place on October 5, 2009. The United States Trustee has not yet scheduled a follow-up session.
Projected Timeline for Emergence:
At the August 6, 2010 hearing, the Debtors made the following public disclosures on a projected timeline for emergence:
- The Debtors currently intend to file a plan and disclosure statement within the next 2 weeks
- Targeting a disclosure statement hearing towards the end of September
- Goal and target to confirm a plan by year end
Attached please find excepts from the transcript detailing this timeline
here.
Please note that the projected time-frame is subject to change based on a variety of factors.
Deadline to File Proofs of Claims Against Debtor Entities:
The General Bar Date and Governmental Bar Date for the following Debtors expired on November 30, 2009 at 5:00 p.m: Motors Liquidation Company (f/k/a General Motors Corporation), MLC of Harlem (f/k/a Chevrolet Saturn of Harlem, Inc.), MLCS, LLC (f/k/a Saturn, LLC) and MLCS Distribution Corporation (f/k/a Saturn Distribution Corporation). The Property Bar Date (sent to individuals within a half a mile radius of certain properties and solely for prepetition claims with respect to the individual's person or real property arising from being located adjacent to, or in the proximity of the properties listed in the notice) for these same Debtors expired on February 10, 2010 at 5:00 p.m.
The General Bar Date for the following Debtors expired on February 1, 2010 at 5:00 p.m. (Eastern Time): Remediation and Liability Management Company, Inc. and Environmental Corporate Remediation Company, Inc. The Governmental Bar Date for these same Debtors expired on April 16, 2010 at 5:00 p.m. (Eastern Time)
The various bar date orders provide that proofs of claim shall be deemed timely filed if the proofs of claim are actually received by the Debtors' court approved claims agent, the Garden City Group, or by the Court on or before the applicable bar date.
Please click
here for copies of the bar date orders.
Over the next few months, the Debtors will review all of the claim filed and will then propose a Plan of Liquidation outlining how each category of claims will be treated. Once the Plan of Liquidation is voted on and approved by the Court, distributions to unsecured creditors will be made in accordance with its terms.
Sale Order: On July 5, 2009, the Court entered an order approving the Debtors' motion to sell substantially all of its assets to NGMCO ("New GM") pursuant to Section 363 of the Bankruptcy Code. Please click
here
to access the Court's decision and
here
to access the Court's order approving the sale. The sale closed on July 10, 2009.
Attention: If you have any questions for the Official Committee of Unsecured Creditors on the General Motors bankruptcy case, please click
here.
Information for Bondholders: Please click
here.
As reported on the Debtors' website, all of the publicly owned stocks and bonds previously issued by General Motors Corporation ("Old GM" or "Debtors") are still securities of that company, which has been renamed Motors Liquidation Company. On July 10, 2009, the Debtors closed the sale of substantially all their assets to NGMCO ("New GM") pursuant to Section 363 of the Bankruptcy Code (the "363 Transaction"). Pursuant to the Master Purchase Agreement, on the Closing date, New GM issued approximately 10% of its stock, and two sets of warrants worth approximately 15% of its stock, to Old GM, now known as Motors Liquidation Company. If the estimate aggregate allowed general unsecured claims against the Debtors' estates exceed $35 billion, New GM will issue an additional 2% of its stock to Old GM.
On July 5, 2009, the Bankruptcy Court approved an amended debtor-in-possession financing facility (the "Amended DIP Facility") whereby the U.S. Treasury, as the debtor-in-possession financing lender agreed to provide $1.175 billion (the "Wind-Down Budget") to fund the Debtors' liquidation. The Amended DIP Facility became effective upon the closing of the 363 Transaction. The Debtors, the Committee and the U.S. Treasury worked diligently to develop a Wind-Down Budget that would be sufficient to cover the administrative expenses of winding down the Debtors' estates. Assuming the Wind-Down Budget is sufficient, it is expected that the 10% stock, the 15% warrants (and if the unsecured claims pool exceeds $35 billion, the 2% stock) will be available for distribution to the Debtors' general unsecured creditors. Such distribution, however, is subject to the proposal and confirmation of a chapter 11 plan of liquidation. The Debtors estimate that a plan of liquidation will be filed during the second quarter of 2010.
PLEASE NOTE that New GM stock is not yet available for purchase on the market. If you purchase stock in Motors Liquidation Company (previously known as General Motors Corporation), you are not purchasing stock in New GM. As noted in the Motors Liquidation Company Information website, management believes that there will be no value for the stockholders of Motors Liquidation Company in the bankruptcy liquidation process, even under the most optimistic of scenarios.
Information for bondholders on whether to file a proof of claim:
Wilmington Trust Company is successor indenture trustee to Citibank NA, the 1990 and 1995 Indenture. The outstanding series of notes issued pursuant to these Indentures are represented by CUSIP numbers: 370442AN5; 370442AJ4; 370442AR6; 37045EAG3; and 37045EAS7; 370442AT2; 370442AU9; 370442AV7; 370442AZ8; 370442BB0; 370442816; 370442774; 370442766; 370442758; 370442741; 370442733; 370442725; 370442BQ7; 370442BT1; 370442717; 370442BW4; 370442BS3; 370442121; and 370442691.
Wilmington Trust has placed a list of Frequently Asked Questions on its website. Those Questions and Answers are attached
here.
The web site indicates that Wilmington Trust will be filing the proof of claim and all supporting documents on behalf of the bondholders it represents. If you have questions for Wilmington Trust, you may call them at (866) 521-0079 Monday through Friday from 8:00 a.m. to 5:30 p.m. (Eastern). If you are calling from outside the United States, please call (302) 636-4130. Or, you can access their web site at
www.wilmingtontrust.com/gmbondholders/faqs.html.
Law Debenture Trust Company of New York is the proposed successor trustee to The Bank of New York Mellon under seven different Indentures. The outstanding series of notes issued pursuant to those Indentures are represented by CUSIP numbers: 594693AQ6; 616449AA2; 616449AB0; 455329AB8; 67596AU2; 67759ABC2; and 455329AB8.
Information for Dealers:
Please click
here
for information regarding legislative actions concerning the termination of dealerships as part
of the chapter 11 cases:
www.hometownautodealers.org
Website Information
An unofficial version of the Docket can be accessed through this website by selecting the "Docket" link at the top of this page. In addition, from time to time, certain key documents filed in this case, including Monthly Operating Reports and Hearing Transcripts, will be available by selecting the "Key Documents" link at the top of this page. Should you have any questions relating to this website, please feel free to contact us at (646) 282-2400.
Useful Links
Official Committee of Unsecured Creditors
The following entities are members of the Official Committee of Unsecured Creditors in these cases:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attention: David A Vanaskey Jr.
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Law Debenture Trust Company of New York
400 Madison Avenue, 4th Floor
New York, NY 10017
Attention: Robert Bice, Senior Vice President
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The Industrial Division of Communications Workers of America, AFL-CIO
2701 Dayton Road
Dayton, OH 45439
Attention: James Clark, President, IUE-CWA
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International Union UAW
8000 East Jefferson Avenue
Detroit, MI 48214
Attention: Niraj R. Ganatra, Associate General Counsel
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United Steelworkers
Five Gateway Center, Room 807
Pittsburgh, PA 15222
Attention: David R. Jury, Associate General Counsel
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Inteva Products, LLC
1401 Crooks Road
Troy, MI 48084
Attention: Lance Lis, General Counsel
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Serra Chevrolet of Birmingham, Inc.
Post Office Box 59120
Birmingham, AL 35259
Attention: Quentin Brown, Vice President/General Counsel
|
Genoveva Bermudez
c/o Coben & Associates
8710 E. Vista Bonita Drive
Scottsdale, AZ 85255
Attention: Larry E. Coben, Esq.
|
Kevin Schoenl
99 Maretta Road
Rochester, NY 14624
|
Key Professionals
| Counsel to the Official Committee of Unsecured
Creditors |
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
| Phone: | GM Committee Hotline (212) 715-3275 |
| Fax: | (212) 715-8000 |
|
| Conflict Counsel/Supplier Counsel to the Official Committee of Unsecured Creditors |
Butzel Long
380 Madison Avenue - 22nd Floor
New York, NY 10017
| Phone: | (212) 374-5381 |
| Fax: | (212) 818-0494 |
| Attn: | Barry N. Seidel | |
|
| Financial Advisor to the Official Committee of Unsecured Creditors |
FTI Consulting
3 Times Square
11th Floor
New York, NY 10036
| Phone: | General Inquiries (404) 460-6200 |
|
| Counsel the Official Committee of Unsecured Creditors Holding Asbestos - Related Claims |
Caplin & Drysdale, Chartered
375 Park Avenue, 35th Floor
New York, NY 10152-3500
| Phone: | (212) 319-7125 |
| Fax: | (212) 644-6755 |
|
Caplin & Drysdale, Chartered
One Thomas Circle, N.W.
Washington, DC 20005
| Phone: | (202) 862-5000 |
| Fax: | (202) 429-3301 |
|
| Debtors' Counsel |
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
| Phone: | (212) 310-8000 |
| Fax: | (212) 310-8007 |
|
| Chief Restructuring Officer |
Al Koch
AP Services, LLC, an affiliate of AlixPartners, LLP
2000 Town Center
Suite 2400
Southfield, MI 48075
|
| Court Address |
United States Bankruptcy Court, Southern District of New York
Judge Robert E. Gerber
Chambers
One Bowling Green
New York, NY 10004
|
United States Trustee
The Office of the United States Trustee
33 Whitehall Street, 21st Floor
New York, NY 10004
| Phone: | (212) 510-0500 |
| Fax: | (212) 668-2255 |
| Attn: | Brian S. Masumoto |
|
General Questions and Answers
Click on the question for the answer to show:
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What is the role of the Official Committee of Unsecured Creditors?
The basic function of the Official Committee of Unsecured Creditors is to act as both watchdog of the Debtors and advisor to its creditor constituents. The general duties of the Official Committee of Unsecured Creditors are set forth in the Bankruptcy Code. The Official Committee of Unsecured Creditors may, inter alia employ legal counsel or other consultants and advisors, confer with the Debtors in the administration of the bankruptcy estates, conduct investigations into the Debtors' financial affairs, participate in formation of a plan of reorganization, and generally represent the interests of unsecured creditors.
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Who are the members of the Official Committee of Unsecured Creditors?
The current members of the Official Committee of Unsecured Creditors are:
1. Pension Benefit Guaranty Corporation,
2. Wilmington Trust Company,
3. Law Debenture Trust Company of New York,
4. The Industrial Division of Communications Workers of America, AFL-CIO,
5. International Union UAW,
6. United Steelworkers,
7. Inteva Products, LLC,
8. Serra Chevrolet of Birmingham, Inc.,
9. Paddock Chevrolet,
10. Saturn of Hempstead, Inc.,
11. Genoveva Bermudez, and
12. Kevin Schoenl.
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Who is the judge presiding over these Chapter 11 cases?
The General Motors bankruptcy cases are assigned to the Honorable Robert E. Gerber, United States Bankruptcy Judge for the Southern District of New York. The telephone number for the United States Bankruptcy Court for the Southern District of New York is (212) 668-2870. The mailing address is: United States Bankruptcy Court, Southern District of New York, One Bowling Green, New York, New York 10004-1408.
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What role does the United States Trustee play in the General Motors Chapter 11 cases?
The United States Trustee is a public official whose general responsibility is to ensure that the public interest is being properly served in the administration of bankruptcy cases. The United States Trustee has extensive duties, including, inter alia, monitoring the bankruptcy cases, ensuring that each debtor properly files its schedules and reports, and monitoring for abuse and other illicit behavior by debtors, creditors or other parties participating in the bankruptcy cases.
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Why am I receiving information about the General Motors Chapter 11 cases?
Certain notices (the "Notices") have been sent to all potential creditors in the General Motors Chapter 11 cases.
If you received a Notice, it is most likely because you have done business with one or more of the Debtors in the past. A complete list of all the Debtors can be found on this website, under the tab entitled "General Information." The purpose of the Notice is to inform you of the Debtors' bankruptcy filings, and to give you an opportunity to determine whether you wish to assert a claim against one or more of the Debtors. The fact that you received a Notice does not necessarily mean that you have a claim against the Debtors. You should consult with your attorney to determine whether or not you have a claim.
For further information, you may wish to contact the Debtors' claims agent, Garden City Group, at (703) 286-6401.
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Do I need to file a proof of claim?
If you believe that you or an entity that you represent has a claim arising prior to June 1, 2009, against one or more of the Debtors, you should consult your own counsel in deciding whether to file a proof of claim. This website does not provide legal advice.
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What is the deadline for filing a proof of claim?
The General Bar Date and Governmental Bar Date for the following Debtors expired on November 30, 2009 at 5:00 p.m.: Motors Liquidation Company (f/k/a General Motors Corporation), MLC of Harlem (f/k/a Chevrolet Saturn of Harlem, Inc.), MLCS, LLC (f/k/a Saturn, LLC) and MLCS Distribution Corporation (f/k/a Saturn Distribution Corporation). The Property Bar Date (sent to individuals within a half a mile radius of certain properties and solely for prepetition claims with respect to the individual's person or real property arising from being located adjacent to, or in the proximity of the properties listed in the notice) for these same Debtors expired on February 10, 2010 at 5:00 p.m.
The General Bar Date for the following Debtors expired on February 1, 2010 at 5:00 p.m. (Eastern Time): Remediation and Liability Management Company, Inc. and Environmental Corporate Remediation Company, Inc. The Governmental Bar Date for these same Debtors expired on April 16, 2010 at 5:00 p.m. (Eastern Time).
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Where should I send my proof of claim?
If by hand delivery or overnight courier:
The Garden City Group, Inc.
Attn: Motors Liquidation Company Claims Processing
5151 Blazer Parkway, Suite A
Dublin, Ohio 43017
If by first-class mail:
The Garden City Group, Inc.
Attn: Motors Liquidation Company
P.O. Box 9386
Dublin, Ohio 43017-4286
OR
If by hand delivery:
United States Bankruptcy Court, SDNY
One Bowling Green
Room 534
New York, New York 10004
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Do I have to do anything after I filed a proof of claim?
The Debtors are in the process of reviewing and analyzing all the proofs of claim filed in these chapter 11 cases. If the
Debtors object to your claim, you will receive specific notice and an opportunity to file a response to any objection. Please
note that it may take a significant amount of time to fully review all the proofs of claim. The Bankruptcy Court has
approved Alternative Dispute Resolution procedures for the resolution of certain types of claims. Please
click
here for a copy of
the Order Approving the Alternative Dispute Resolution Procedures.
In addition, creditor will receive notice of the plan of liquidation, once filed. If your claim is settled
or allowed, you will receive a distribution pursuant to a plan of liquidation.
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What will happen to my bond holdings? Will I receive stock in New GM?
As reported on the Debtors' website, all of the publicly owned stocks and bonds previously issued by General Motors Corporation ("Old GM" or "Debtors") are still securities of that company, which has been renamed Motors Liquidation Company. On July 10, 2009, the Debtors closed the sale of substantially all their assets to NGMCO ("New GM") pursuant to Section 363 of the Bankruptcy Code (the "363 Transaction"). Pursuant to the Master Purchase Agreement, on the Closing date, New GM issued approximately 10% of its stock, and two sets of warrants worth approximately 15% of its stock, to Old GM, now known as Motors Liquidation Company. If the estimate aggregate allowed general unsecured claims against the Debtors' estates exceed $35 billion, New GM will issue an additional 2% of its stock to Old GM.
On July 5, 2009, the Bankruptcy Court approved an amended debtor-in-possession financing facility (the "Amended DIP Facility") whereby the U.S. Treasury, as the debtor-in-possession financing lender agreed to provide $1.175 billion (the "Wind-Down Budget") to fund the Debtors' liquidation. The Amended DIP Facility became effective upon the closing of the 363 Transaction. The Debtors, the Committee and the U.S. Treasury worked diligently to develop a Wind-Down Budget that would be sufficient to cover the administrative expenses of winding down the Debtors' estates. Assuming the Wind-Down Budget is sufficient, it is expected that the 10% stock, the 15% warrants (and if the unsecured claims pool exceeds $35 billion, the 2% stock) will be available for distribution to the Debtors' general unsecured creditors. Such distribution, however, is subject to the proposal and confirmation of a chapter 11 plan of liquidation.
PLEASE NOTE that New GM stock is not yet available for purchase on the market. If you purchase stock in Motors Liquidation Company (previously known as General Motors Corporation), you are not purchasing stock in New GM. As noted in the Motors Liquidation Company Information website, management believes that there will be no value for the common stockholders of Motors Liquidation Company in the bankruptcy liquidation process, even under the most optimistic of scenarios.
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How can I purchase stock in New GM?
New GM stock is not yet available for purchase on the market. If you purchase stock in Motors Liquidation Company (previously known as General Motors Corporation), you are not purchasing stock in New GM. As noted in the Motors Liquidation Company Information website, management believes that there will be no value for the common stockholders of Motors Liquidation Company in the bankruptcy liquidation process, even under the most optimistic of scenarios.
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What are the future reporting obligations of Motors Liquidation Company ("Old GM") and General Motors Company ("New GM")?
As discussed in the response from the Office of Chief Counsel Division of Corporation Finance dated July 9, 2009, during the pendency of its liquidation proceedings, Old GM will file the following documents in a form 8-k: (i) all financial reports that are required to be filed with the Bankruptcy Court within four business days after such reports are required to be filed with the Bankruptcy Court and (ii) disclosure regarding material events relating to the liquidation, the likelihood of any liquidation payments being made to security holders and the amount of any liquidation payments and expenses. Old GM will not be required to file forms 10-k and 10-q but must continue to satisfy all other provisions of the Exchange Act (with certain exceptions).
As further discussed in the response, New GM will file under form 8-k: (i) within 30 days after the closing of the 363 transaction, textual, nonfinancial information about New GM that would be required to be included in a form 10 filed with the Commission; (ii) within the time frames set forth in the instructions to form 8-k, all forms 8-k that would be required of a company subject to Section 13(a) of the Exchange Act (with certain exceptions); (iii) by November 15, 2009, financial and related information of New GM as of September 30, 2009 and for the period from the closing of the sale through September 30, 2009; (iv) monthly information about car and truck deliveries on a monthly basis. In addition, by March 31, 2010, New GM will file a fully compliant Form 10 to register its common stock under Section 12 of the Exchange Act, as well as a fully compliant Form 10-q and Form 10-k for the periods ending September 30, 2009 and December 31, 2009, respectively.
Please click
here for a link to the
Response of the Office of Chief Counsel Division of Corporation Finance, dated July 9, 2009 filed with the Securities and Exchange Commission.
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How does the New GM IPO impact New GM stock held by the Debtors?
On August 18, 2010, General Motors Company ("New GM") filed a Form S-1 Registration Statement with the U.S. Securities and Exchange Commission for an initial public offering ("IPO") of an undisclosed number of shares of New GM common stock and Series B preferred stock. The common stock is being sold by certain "selling shareholders," including the U.S. Treasury and the Canadian government. The Series B preferred stock is being sold by New GM.
Motors Liquidation Company holds 50 million shares of New GM common stock (approximately 10% of New GM common stock outstanding) and warrants to acquire approximately 91 million additional shares of New GM common stock (approximately 15% of New GM common stock on a fully diluted basis). In addition, if the total amount of allowed general unsecured claims against the Debtors exceeds $35 billion, Motors Liquidation Company may receive up to an additional 10 million shares of New GM common stock. The Debtors have previously indicated that such stock and warrants will be available for distribution to the Debtors' general unsecured creditors pursuant to a plan of liquidation.
Motors Liquidation Company has the right to offer some or all of its New GM common stock and/or warrants in the IPO. An election to participate in the IPO is revocable at any time by Motors Liquidation Company.
On June 11, 2010, New GM provided notice to Motors Liquidation Company of its intent to offer common shares in the IPO, and advised Motors Liquidation Company of its right to participate. After consultation with the Creditors' Committee, Motors Liquidation Company elected to offer its common shares and/or warrants in the IPO, subject to its revocation right. Motors Liquidation Company has agreed to revoke its election to participate in the IPO if so directed by the Creditors' Committee, and has also agreed that any such participation will be subject to approval of the Bankruptcy Court. As such, the Creditors' Committee is currently seeking advice from its financial and legal advisors as to the appropriateness and benefit of Motors Liquidation Company's participation in the New GM IPO. When a determination is made, the Creditors' Committee will either direct Motors Liquidation Company to proceed with the offer and sale of some or all of its common stock and/or warrants in the IPO, or withdraw its election (and we will update the website accordingly).
The Creditors' Committee anticipates that the New GM common stock and warrants distributed to the Debtors' general unsecured creditors pursuant to a plan of liquidation will be freely tradable without registration under the securities laws or inclusion in the IPO. We understand that in connection with the IPO, New GM intends to apply for the listing of its common stock, including the common stock issuable to general unsecured creditors, irrespective of whether the stock is included in the IPO, on the New York Stock Exchange and the Toronto Stock Exchange.
Chapter 11 Overview - General Information
The Debtors
On June 1, 2009, General Motors Corporation and three affiliates (the "Debtors") filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"). Subsequently, the debtor name for Case No. 09-50026 (REG) was changed to Motors Liquidation Company. Subsequently, on October 1, 2009, two additional affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code Each of the six Debtors, have been assigned separate case numbers (collectively, the "Bankruptcy Cases") but are being jointly administered under Case No. 09-50026 (REG). The Bankruptcy Cases are pending before the Honorable Robert E. Gerber in the United States Bankruptcy Court for the Southern District of New York. Following the close of the sale of substantially all of the Debtors' assets, the Debtors changed their name to Motors Liquidation Company.
Upon filing the voluntary petition for relief under chapter 11, the Debtors have assumed the identity of "debtors-in-possession." A "debtor-in-possession", through its current management, keeps control of its assets while undergoing a reorganization under chapter 11, without the appointment of a separate trustee. A debtor-in-possession has a fiduciary duty to its estate and is required to perform several duties, including accounting for property, examining and objections to claims, and filing informational reports as required by the court and the Office of the United States Trustee, such as monthly operating reports.
The United States Trustee
The Office of the United States Trustee is a branch of the Department of Justice. The United States Trustee plays a major role in monitoring the chapter 11 case, including monitoring the debtor-in-possession's operation of the business, reviewing monthly operating reports and reviewing applications for compensation and reimbursement of professionals. The United States Trustee conducts a meeting of creditors, referred to as the "Section 341" meeting. At the inception of the case, the United States Trustee appoints a committee to represent general unsecured creditors.
The Official Committee of Unsecured Creditors
On June 3, 2009, the United States Trustee appointed an official committee of unsecured creditors (the "Committee") to represent the general unsecured creditors in this matter. Click here for a list of the Committee members. The United States Trustee's selection of members is generally based upon the size of the members' claims as listed by the debtors on their petition for relief and, occasionally, on the United States Trustee's desire to appoint members from multiple constituencies (e.g. vendors, customers, unions, etc. . .).
The Committee serves as both watchdog of the Debtors and advisor to its creditor constituents. The Committee plays a major role in the chapter 11 process, including analyzing and reviewing information about the Debtor company, including the Debtors' activities and financial condition, and participating in the development and negotiation of a chapter 11 plan. The Committee is authorized to hire counsel and financial advisors to assist the Committee in fulfilling its duties. It is important to note that counsel to the Committee does not represent individual unsecured creditors.
The Automatic Stay
Pursuant to the Bankruptcy Code (specifically including, but not limited to, 11 U.S.C. § 362) a debtor is afforded certain protection against its creditors. For instance, the Bankruptcy Code prohibits creditors from taking certain actions related to debts arose prior to the commencement of the bankruptcy cases. Such actions include, among other things, commencing an action or proceeding against the debtor, enforcing a judgment against the debtor, taking action to obtain possession of property of the debtor's estate or taking action to create, perfect or enforce any lien against property of the debtor's estate. If you believe that you might be a creditor of the Debtors, based upon debts arising prior to June 1, 2009, and you are considering taking action based upon your status as a creditor, you may wish to seek legal advice.
Proof of Claim
Once the bankruptcy case in filed, a bar date notice is sent out to parties who may have a claim against the debtor requesting that they submit a "proof of claim" by a specific date. Any proof of claim received after the designated bar date will generally not be allowed. A proof of claim is a signed statement describing a creditor's claim. During the bankruptcy process, the debtors will file a schedule of assets and liabilities where they will list known claims. If your claim is not scheduled or is scheduled as disputed, contingent or unliquidated, you must file a proof of claim in order to be treated as a creditor in the bankruptcy case for the purposes of voting and receiving distribution under a chapter 11 plan.
Claims that arose prior to the bankruptcy filing are known as "Prepetition Claims." Typically, a debtor will send out a bar date notice for Prepetition Claims and a separate administrative bar date notice for administrative claims (i.e. claims that arose during the administration of the bankruptcy case). Equity security holders may file a "proof of interest" as opposed to a "proof of claim."
Types of Prepetition Claims
Section 101(5) of the Bankruptcy Code defines a "claim" as the (A) right to payment whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (B) the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, continent, matured, unmatured, disputed, undisputed, secured or unsecured. 11 U.S.C. § 101(5). There are various types of Prepetition Claims and the different claims are entitled to payment in a certain order of priority.
Secured claims, which are claims secured by a lien on the property in which the estate has an interest, are paid first. Secured creditors may have oversecured claims (value of the collateral is worth more than the claim) or undersecured claims (value of the collateral is worth less than the claim). Creditors who have undersecured claims may have their claims bifurcated into secured and unsecured claims.
Priority unsecured claims are paid next. Priority unsecured claims are a type of prepetition unsecured claim that are afforded priority over general unsecured claim by the Bankruptcy Code. Examples of unsecured priority claims are wages claims, earned within 180 days of the bankruptcy filing (up to a cap), and certain tax claims. Please refer to Section 507 of the Bankruptcy Code for a full listing of priority scheme of claims.
General unsecured claims are prepetition claims which are not secured by a lien and which are not afforded special priority. General unsecured claims are paid after the secured and priority claims are satisfied to the extent provided for in the Bankruptcy Code.
Lastly, equity holders are those who own shares or stock in the company.
The Bankruptcy Code's order of priority requires that (i) secured creditors are paid in full before unsecured creditors can receive a distribution and (ii) unsecured creditors are paid in full before equity holders can receive a distribution. Please note that there are certain exceptions to these general rules, and you are advised to contact your attorney for specific questions on your individual claim.
The Chapter 11 Plan
A debtor has the exclusive right to formulate a chapter 11 plan during the first 120 days of the Chapter 11 process, which period may be extended or reduced by the Court (but in no event can a debtor's exclusivity period to file a plan be longer than 18 months). The chapter 11 plan details, among other things, how the company intends to pay its creditors. It is possible for the debtor (or other parties in interest after expiration of the exclusive period) to propose either a plan of reorganization or a plan of liquidation. A plan of liquidation allows the debtor-in-possession to liquidate the business in a more orderly and economically advantageous circumstance than a chapter 7 liquidation. A chapter 11 liquidating plan also allows creditors to participate more in the liquidation of assets and distribution of the proceeds than in a chapter 7 liquidation.
The chapter 11 plan is filed with the Bankruptcy Court along with a disclosure statement. The disclosure statement is a document that contains information concerning the assets, liabilities, and business affairs of the debtor company sufficient to enable a creditor to make an informed decision about the debtor's plan. Once the disclosure statement is approved by the Bankruptcy Court, the company sends out the plan along with the disclosure statement to all creditors who are entitled to vote on the chapter 11 plan. After the creditors vote on the chapter 11 plan, and assuming enough creditors vote in favor of the plan, the company seeks Bankruptcy Court approval of its plan. The chapter 11 plan must comply with certain provisions of the Bankruptcy Code in order to be confirmed. If the chapter 11 plan is approved or "confirmed" by the Bankruptcy Court, the company will make distributions on account of the creditors' claims pursuant to the terms of such plan.
The staff of Epiq Bankruptcy Solutions is not permitted to give legal advice. Moreover, since counsel to the Committee does not represent each unsecured creditor individually, it would not be appropriate for the Committee's counsel to provide legal advice to each individual creditor.
Buying and Selling Unsecured Claims
WHETHER ANY CREDITOR SHOULD BUY OR SELL ANY CLAIM.
IF YOU ARE CONSIDERING SELLING YOUR CLAIM, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS (the "COMMITTEE") RECOMMENDS THAT YOU CONTACT MORE THAN ONE BUYER BEFORE DECIDING TO SELL AND THAT YOU CHECK THE TRADING PRICE OF GM'S PUBLICLY TRADED GENERAL UNSECURED NOTES (SEE BELOW).
If you would like to immediately receive cash for your claim, you can sell your claim for cash. If you sell your claim, you will not be entitled to any further recovery on account of the claim (other than the cash you receive from the sale), and you will no longer have any rights in the Debtors' bankruptcy cases arising out of that claim.
Claims buyers typically purchase claims at a discount - that is, for less than the amount of the claim. The discount is dependent on numerous factors. If you are interested in selling your claim, the Committee recommends that you contact numerous potential buyers in order to obtain the best possible price.
Below is a list of claims buyers who have appeared in the GM bankruptcy cases. If you are a claims buyer that has appeared in the GM bankruptcy cases but you are not on the list above, please contact counsel to the Official Committee of Unsecured Creditors to be added to the list.
Barclays Bank PLC
745 Seventh Avenue
New York, NY 10019
Phone: (212) 412-2865
Fax: (212) 294-0365
Email: daniel.crowley@barclayscapital.com
Email: Jessica.fainman@barclayscapital.com
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Blue Heron Micro Opportunities Fund, LLP
P.O. Box 14610
Surfside Beach, SC 29587
Attn: Claims Processing Dept.
Phone: (803) 810-8055
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Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY 10013
Attn: Chetan Bansal
Phone: (212) 723-6064
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With a copy to (for Citigroup Global Markets Inc.):
Morrison & Foerster LLP
2000 Pennsylvania Avenue, NW
Suite 5500
Washington, DC 20006
Attn: Charles M. Cole & Christopher S. Campbell
Phone: (202) 887-1500
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Contrarian Funds, LLC
411 West Putnam Avenue, Suite 425
Greenwich, CT 06830
Attn: Alisa Mumola
Phone: (203) 862-8211
Email: amumola@contrariancapital.com
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Corre Opportunities Fund, L.P.
1370 Avenue of the Americas, 29th Floor
New York, NY 10019
Attn: Claims Processing (Bankruptcy)
Phone: (917) 322-6417
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Dover Master Fund II, L.P.
c/o Longacre Management, LLC
810 Seventh Avenue, 33rd Floor
New York, NY 10019
Attn: Vladimir Jelisavcic
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Jeffries Leveraged Credit Products, LLC
One Station Place
Three North
Stamford, CT 06902
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Goldman Sachs Lending Partners LLC
200 West Street
New York NY 10282
Phone: (212) 902-1040
Fax: (646) 769-7700
Email: ficc-ny-closers@gs.com
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Knighthead Master Fund, L.P.
c/o Knighthead Capital Management
623 Fifth Avenue, 29th Floor
New York, NY 10033
Attn: Laura Torrado
Phone: (212) 356-2914
Fax: (212) 356-3933
Email: ltorrado@knighthead.com
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Pioneer Funding Group, LLC
122 West 27th Street, 12th Floor
New York, NY 10001
Attn: Adam D. Stein-Sapir
Phone: (646) 237-6969
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RBS Securities, Inc.
Distressed and Special Situations
600 Washington Boulevard
Stamford, CT 06901
Phone: (203) 897-6502
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SG Aurora Master Fund L.P.
825 Third Avenue, 34th Floor
New York, NY 10022
Phone: (212) 404-5737
Fax: (212) 404-5745
Email: Danielle.Salters@sgasset.com
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Stone Lion Portfolio, L.P.
461 Fifth Avenue, 14th Floor
New York, NY 10017
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The Seaport Group LLC
360 Madison Avenue, 22nd Floor
New York, NY 10017
Attn: Ian Morgan
Phone: (212) 616-7717
Email: IMorgan@theseaportgroup.com
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United States Debt Recovery V LP
940 Southwood, BI, Suite 101
Incline Village, NV 89451
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If you are a claims buyer that has appeared in the GM bankruptcy cases but you are not on the list above, please contact counsel to the Official Committee of Unsecured Creditors to be added to the list.
In addition, there may be numerous other parties interested in buying your claim. The Committee makes no recommendation or representation as to any particular claims buyer. In addition, as noted above, the Committee makes no recommendation as to whether or not you should sell your claim or the reasonableness of any price being offered for your claim.
Before deciding to sell your claim, you should consider the current trading prices of GM's publicly traded general unsecured notes. Those notes may have rights against GM similar to the claim that you hold. This does not necessarily mean that the prices quoted for your claim will be the same as the trading price for the notes. Publicly traded notes are more easily bought and sold than other claims, which may cause a claims buyer to offer less for your claim than it would pay for a publicly traded note. The notes are obligations of GM, not its subsidiaries, and your claim may be an obligation of a subsidiary, and not GM -- a difference which could lead a claims buyer to offer more or less for your claim. A claims buyer may quote a different price for your claim for any number of reasons. Nevertheless, the notes' trading price is information you should consider before deciding to sell your claim. If you have a broker, please consult your broker for trading prices.
If you received notice that you sold your claim, and you do not believe that you sold your claim, you should contact your attorney immediately. You should also immediately file an objection with the Bankruptcy Court (see Bankruptcy Court's address here) and copy counsel to the Official Committee of Unsecured Creditors with the objection (see Official Committee of Unsecured Creditors' address here).
Important Dates
Important Dates:
Plan and Disclosure Statement
On August 31, 2010, the Debtors filed plan of liquidation and disclosure statement (click here for the plan and disclosure statement). The proposed treatment for holders of general unsecured claims is set forth in Section 4.3 of the plan.
The first session of the 341 Meeting took place on July 27, 2009 and a second session took place on October 5, 2009. The United States Trustee has not yet scheduled a follow-up session.
Projected Timeline for Emergence:
At the August 6, 2010 hearing, the Debtors made the following public disclosures on a projected timeline for emergence:
- The Debtors currently intend to file a plan and disclosure statement within the next 2 weeks
- Targeting a disclosure statement hearing towards the end of September
- Goal and target to confirm a plan by year end
Attached please find excepts from the transcript detailing this timeline
here.
Please note that the projected time-frame is subject to change based on a variety of factors.
Deadline to File Proofs of Claims Against Debtor Entities:
The General Bar Date and Governmental Bar Date for the following Debtors expired on November 30, 2009 at 5:00 p.m: Motors Liquidation Company (f/k/a General Motors Corporation), MLC of Harlem (f/k/a Chevrolet Saturn of Harlem, Inc.), MLCS, LLC (f/k/a Saturn, LLC) and MLCS Distribution Corporation (f/k/a Saturn Distribution Corporation). The Property Bar Date (sent to individuals within a half a mile radius of certain properties and solely for prepetition claims with respect to the individual's person or real property arising from being located adjacent to, or in the proximity of the properties listed in the notice) for these same Debtors expired on February 10, 2010 at 5:00 p.m.
The General Bar Date for the following Debtors expired on February 1, 2010 at 5:00 p.m. (Eastern Time): Remediation and Liability Management Company, Inc. and Environmental Corporate Remediation Company, Inc. The Governmental Bar Date for these same Debtors expired on April 16, 2010 at 5:00 p.m. (Eastern Time).
The various bar date orders provide that proofs of claim shall be deemed timely filed if the proofs of claim are actually received by the Debtors' court approved claims agent, the Garden City Group, or by the Court on or before the applicable bar date.
Please click
here for copies of the bar date orders.
Over the next few months, the Debtors will review all of the claim filed and will then propose a Plan of Liquidation outlining how each category of claims will be treated. Once the Plan of Liquidation is voted on and approved by the Court, distributions to unsecured creditors will be made in accordance with its terms.
Submit an Inquiry
Information for bondholders on whether to file a proof of claim:
Wilmington Trust Company is successor indenture trustee to Citibank NA, the 1990 and 1995 Indenture. The outstanding series of notes issued pursuant to these Indentures are represented by CUSIP numbers: 370442AN5; 370442AJ4; 370442AR6; 37045EAG3; and 37045EAS7; 370442AT2; 370442AU9; 370442AV7; 370442AZ8; 370442BB0; 370442816; 370442774; 370442766; 370442758; 370442741; 370442733; 370442725; 370442BQ7; 370442BT1; 370442717; 370442BW4; 370442BS3; 370442121; and 370442691.
Wilmington Trust has placed a list of Frequently Asked Questions on its website. Those Questions and Answers are attached
here.
The web site indicates that Wilmington Trust will be filing the proof of claim and all supporting documents on behalf of the bondholders it represents. If you have questions for Wilmington Trust, you may call them at (866) 521-0079 Monday through Friday from 8:00 a.m. to 5:30 p.m. (Eastern). If you are calling from outside the United States, please call (302) 636-4130. Or, you can access their web site at
www.wilmingtontrust.com/gmbondholders/faqs.html.
Law Debenture Trust Company of New York is the proposed successor trustee to The Bank of New York Mellon under seven different Indentures. The outstanding series of notes issued pursuant to those Indentures are represented by CUSIP numbers: 594693AQ6; 616449AA2; 616449AB0; 455329AB8; 67596AU2; 67759ABC2; and 455329AB8.