Motors Liquidation Company

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Motors Liquidation Company formerly General Motors Corporation, was the company left to settle past liability claims from General Motors Chapter 11 reorganization. It exited bankruptcy on 31 March 2011 only to be carved into four trusts; the first to settle the claims of unsecured creditors (OTC Pink: MTLQU), the second to handle environmental response for MLC's remaining assets, a third to handle present and future asbestos-related claims, and a fourth for litigation claims.[1] Motors Liquidation Company announced on July 10, 2009, in relation to its equity and debt investors:[2]

Management continues to remind investors of its strong belief that there will be no value for the common stockholders in the bankruptcy liquidation process, even under the most optimistic of scenarios. Stockholders of a company in chapter 11 generally receive value only if all claims of the company's secured and unsecured creditors are fully satisfied. In this case, management strongly believes all such claims will not be fully satisfied, leading to its conclusion that the common stock will have no value.

None of the publicly owned stocks or bonds issued by the former General Motors Corporation (now renamed "Motors Liquidation Company"), including its common stock formerly traded on the New York Stock Exchange under the ticker symbol "GM", are or will become securities of General Motors Company (the "new GM"), which is an independent separate company. All of these securities relate to Motors Liquidation Company, and will be treated in accordance with the provisions of the U.S. Bankruptcy Code and the rulings of the Bankruptcy court.


Motors Liquidation Company's stock symbol was changed from GMGMQ to MTLQQ, effective July 15, 2009.[3] MTLQQ stock was cancelled. Its unsecured creditors were issued stock for the Motors Liquidation Company General Unsecured Creditors Trust under the symbol MTLQU.

History[edit]

Bankruptcy filing[edit]

On the morning of 1 June 2009, Chevrolet-Saturn of Harlem, a dealership in Manhattan that is owned by GM itself, filed for bankruptcy protection there, followed in the same court by General Motors Corporation (the main GM in Detroit), GM's subsidiary Saturn LLC, and Saturn LLC's subsidiary Saturn Distribution Corporation.[4] All cases were assigned to Judge Robert Gerber.[5]

The filing by the dealership declared General Motors to be a debtor in possession.[4] The dealership's filing allowed General Motors to file its own bankruptcy petition in the Southern District court of Manhattan, New York, its preferred court. Normally for such cases, the company would have filed in the courts located in the state(s) where the company is incorporated, or where it conducts operations, which for Detroit-headquartered General Motors would have been the courts in Michigan or Delaware, where it is incorporated. General Motors' attorneys, however, preferred to file in the federal courts in New York, because those courts have a reputation for expertise in bankruptcy.[6] In a press conference that began four hours and eighteen minutes after the filing, the GM Chief Executive Officer, Fritz Henderson, stressed that he intended for the bankruptcy process to move quickly.[7] In addition to Henderson's press conference, President of the United States Barack Obama made a speech from the White House four hours three minutes after the court filing.[8]

Obligation to privately owned individual franchise dealerships[edit]

Prior to General Motors bankruptcy filing, U.S. state law governed the minimum required distance between same-franchise dealers; known as the eight-mile rule. The eight-mile rule prohibits same-franchise dealers from locating within eight miles of each other. In 2001 General Motors formally declared Project 2000 would be implemented as part of a brand-channeling strategy designed to consolidate its network of privately owned individual franchise dealerships and reduce the number of locations from 7,300 to 3,800. Project 2000 served as the primary mechanism for combining single-point Buick-Pontiac-GMC dealer locations together forming a single corporate brand division (BPG). Project 2000 also targeted single-point Cadillac-Hummer-Saab dealer locations and allowed single-point Chevrolet and Saturn dealer locations to stand on their own. Project 2000 calculated the fair market value for each individually owned dealer franchise to be $3,000 per vehicle based on total volume from any one of the previous three years. Upon agreement of a fair market value, dealers with interest in selling their franchise rights were free to negotiate with each other, and ultimately execute a buy-sell agreement which contained mutually agreed upon terms and conditions required to legally sell and transfer franchise property and ownership rights. Section 363 of the Federal Bankruptcy Code expedited General Motors Project 2000 efforts to reduce its dealer network and circumvent state and federal criminal laws prohibiting the illegal sale of property, or transfer of ownership by an unauthorized party. Thousands of family-owned, [profitable], well-capitalized dealerships were forced to forfeit their franchise rights to a neighboring dealer-competitor selected by General Motors. Compensation has not yet[when?] been awarded in cases where individual dealer franchise property and ownership rights were transferred for the purpose of granting such rights to a nearby dealer selected by General Motors. In addition to reports of fraud and theft filed with the police, GM dealers joined to form the Committee to Restore Dealer Rights. The committee to restore dealer rights is responsible for helping draft HR 2743, which asserts the action taken by General Motors to consolidate its dealer network by transferring individual dealer franchise ownership and property without compensation was illegal. As of 22 February 2010, HR 2743 remains in committee.

Court schedule and motions[edit]

The General Motors bankruptcy case was formally entitled In re General Motors Corp., case number 09-50026 in the Southern District, Manhattan, New York.[9] General Motors was represented by the New York specialist law firm Weil, Gotshal & Manges. The United States Treasury and an ad hoc group of the bondholders of General Motors Corporation were also represented in court.[10]

One of the first motions filed in court was to void the leases on the seven corporate jets, and corporate aircraft hangar at Detroit Metropolitan Wayne County Airport, which the company said were no longer valuable to the company's business. A GM spokesman said that the company had found itself unable to escape the lease in 2008 when it had tried to.[9]

On June 1, 2009, the court gave interim approval to GM's request to borrow $15 billion as debtor-in-possession financing, the company only having $2 billion cash in hand. The United States Treasury had argued in court that it was the only source of such debtor in possession funding, and that without the money from the loan General Motors would have no option but liquidation. Other motions in the first-day hearing included motions to approve payments to key suppliers and to employees and distributors who are in possession of goods manufactured for General Motors. All motions passed in court without substantial objection.[10][11]

The case schedule laid out by the court was as follows:[11]

  • June 19, 2009: Deadline for filing all objections to the sale of General Motors.
  • June 22, 2009: Deadline for making competing bids in the auction of General Motors' assets.
  • June 25, 2009: Final hearing on the bankruptcy loan.
  • July 10, 2009: Deadline for completion of the sale, requested by the U.S. Treasury and General Motors.[10][11]

Sale of good assets to New GM[edit]

GM's assets were sold in a section 363 sale.[10][12][13][14][15] Because the price that these assets were expected to sell for was very high, there was expected to be only one bidder in the auction, a new company NGMCO Inc.[16] This company had been formed by the United States government with a 60% stake, the federal government of Canada and provincial government of Ontario with a 12% stake, the United Auto Workers and Canadian Auto Workers unions[17] with a 17.5% stake, and the unsecured bondholders of General Motors with a 10% stake.[10] "Old GM" was renamed Motors Liquidation Company.[18]

A creditor meeting, at the New York Hilton, held by the United States Trustee Program, was scheduled for June 3, 2009.[11]

Hummer collapse[edit]

On June 1, 2009, GM announced that the Hummer brand would be discontinued. The following day GM announced that it had reached a deal to sell the brand to an undisclosed buyer.[19] Later, on June 2, 2009, the buyer was disclosed to be China-based Sichuan Tengzhong Heavy Industrial Machinery Company Ltd.[20][21][22] Sichuan Tengzhong itself confirmed the deal on their website the same day.[23] The proposed transaction was scheduled to close in the third quarter of 2009, subject to customary closing conditions and regulatory approvals; financial terms of the agreement were not disclosed.[23]

Chinese regulators refused to allow for the purchase of the brand and GM decided on February 24, 2010, to retire the brand. Despite the failed sale, GM discussed entertaining interest in part of the Hummer brand, subsequently made no effort in that direction, leaving Hummer to close.

Failed sale of Saturn[edit]

On June 5, 2009, GM announced that the Saturn brand would be sold to the Penske Automotive Group.[24] GM would continue building the Aura, Outlook and Vue for Penske for two years. However, the Penske deal failed and now the Saturn division is defunct.

Sale of Saab to Spyker Cars[edit]

On June 16, 2009, it was announced that Koenigsegg and a group of Norwegian investors plan to acquire the Saab brand from General Motors. GM will continue to supply architecture and powertrain technology for an unspecified amount of time.[25] It also becomes the last brand/subsidiary from GM to be sold (Hummer was first, followed by Saturn). The deal failed on November 24, 2009.[26] GM, however, requested Spyker Cars to acquire Saab from MLC a few weeks later. But however, MLC announced it would close Saab on December 19, 2009, although this plan was later reversed. Motors Liquidation Company had until January 7, 2010, for the deadline of the revised bid. The sale of Saab to Spyker was approved on January 26, 2010,[27] and completed on February 23, 2010.[28]

Sale of most assets to New GM[edit]

On July 10, 2009, the purchase of the ongoing operational assets and trade name of "old GM" was completed and the purchasing entity, "NGMCO Inc",[16] changed its name to "General Motors Company LLC" after the purchase.[18][29] The new GM held an IPO on November 17, 2010, that raised an estimated $20.1 billion.[30]

Successful units transferred from MLC to GM[edit]

Pontiac remained with GM into the new GM, but it was phased out at the end of 2010 (2011 in Canada).

References[edit]

  1. ^ "Motors Liquidation Company carved into four trusts". reuters.com. Retrieved 2011-11-17. 
  2. ^ General Motors Aims for IPO Next Year
  3. ^ "FINRA Changes 'Old GM' (GMGMQ) Ticker To (MTLQQ), To Resume Trading Tomorrow". StreetInsider.com. July 14, 2009. Retrieved 2012-01-15. 
  4. ^ a b John Hughes, Caroline Salas, Jeff Green, and Bob Van Voris (2009-06-01). "GM Begins Bankruptcy Process With Filing for Affiliate". Bloomberg.com. 
  5. ^ Glater, Jonathan (2009-06-01). "Judge in Case Is Known for His Brisk Approach". New York Times. Retrieved September 9, 2012. 
  6. ^ Tom Hals and Martha Graybow (2009-06-01). "GM bankruptcy forever linked to Harlem dealership". Reuters. 
  7. ^ Jeremy Smerd (2009-06-01). "General Motors' Workforce Faces Big Cuts at an ‘Unadulterated Speed’". Workforce Management (Crain Communications Inc.). 
  8. ^ Joseph B. White (2009-06-02). "For the New GM, A Final Challenge to Please Drivers". Wall Street Journal Online (Dow Jones & Company). 
  9. ^ a b Edvard Pettersso (2009-06-02). "General Motors Asks Judge to Void Seven Corporate Jet Leases". Bloomberg.com. 
  10. ^ a b c d e Emily Chasan and Phil Wahba (2009-06-01). "GM asks for bankruptcy sale in 30 days". Reuters. 
  11. ^ a b c d Christopher Scinta (2009-06-02). "GM Wins Approval of $15 Billion Loan, Auction Plan (Update1)". Bloomberg.com. 
  12. ^ "GM Announces Agreement with U.S. Treasury and Canadian Governments Providing Fast Track to Competitive Future for "New GM"" (Press release). General Motors. June 1, 2009. Archived from the original on June 7, 2009. Retrieved 2009-07-15. 
  13. ^ "Debtors Motion to Approve the Sale Pursuant to the Master Sale and Purchase Agreement with Vehicle Acquisition Holdings, LLC, a U.S. Treasury-sponsored Purchaser, Free and Clear of Liens, Claims, Encumbrances, and Other Interests". Court Documents and Claim Register, 363 Transaction Pleadings (General Motors Corporation). June 1, 2009. Retrieved June 3, 2009. 
  14. ^ Beck, Rachel; (Associated Press) (June 2, 2009). "Corporate Bankruptcy: What Investors Need to Know: When debts outweigh assets, as with GM and Chrysler, protection can help businesses reorganize or liquidate. A guide to bankruptcy's risks and rewards". Business Week. Retrieved June 3, 2009. 
  15. ^ James Quinn (2009-06-01). "GM files for Chapter 11 bankruptcy protection". The Daily Telegraph (London). 
  16. ^ a b GM 363 Asset Sale Approved by U.S. Bankruptcy Court July 6, 2009. Accessed September 8, 2012.
  17. ^ "GM Press Release". Wall Street Journal. June 4, 2009. 
  18. ^ a b Maynard, Micheline (July 10, 2009). "A Primer on the New General Motors". New York Times. Retrieved July 10, 2009. 
  19. ^ Bradsher, Keith; Bunkley, Nick (2009-06-03). "Chinese Company Buying G.M.'s Hummer Brand". The New York Times. Retrieved 2010-05-13. 
  20. ^ By Aaron Smith, CNNMoney.com staff writer (2009-06-02). "Who bought Hummer? Sichuan Tengzhong of China - Jun. 2, 2009". Money.cnn.com. Retrieved 2009-12-17. 
  21. ^ 1:34 p.m. ET (2009-06-24). "Chinese company to buy Hummer from GM - Autos- msnbc.com". MSNBC. Retrieved 2009-12-17. 
  22. ^ Bradsher, Keith; Bunkley, Nick (2009-06-03). "Chinese Company Buying G.M.'s Hummer Brand". The New York Times. Retrieved 2010-05-13. 
  23. ^ a b http://www.sctengzhong.com:8080/tengzhong/weben/newn.jsp?id=1158
  24. ^ By David Goldman and Peter Valdes-Dapena, CNNMoney.com staff writers (2009-06-05). "GM to sell Saturn to Penske - Jun. 5, 2009". Money.cnn.com. Retrieved 2009-12-17. 
  25. ^ Goldstein, Steve (2009-06-16). "GM, Koenigsegg reach tentative Saab deal". MarketWatch.com. Retrieved 2009-06-16. 
  26. ^ Koenigsegg backs out of deal to buy Saab AutoWeek (November 24, 2009)
  27. ^ Saab Sale To Spyker Finalized -- Car News (Car & Driver)
  28. ^ It’s Official: GM Finalizes Sale of Saab to Spyker -- Car & Driver Retrieved February 23, 2010
  29. ^ de la Merced, Michael (July 10, 2009). "With Sale of Good Assets, G.M. Out of Bankruptcy". New York Times. Retrieved July 10, 2009. 
  30. ^ Baldwin, Clare; Kim, Soyoung (2010-11-17). "GM IPO raises $20.1 billion - Reuters". Reuters.com. Retrieved 2012-02-24. 

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