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(866) 521-0079
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| Frequently Asked Questions |
On May 23, 2012, the Trust received a favorable ruling from the Division of Corporation Finance of the Securities and Exchange Commission dated May 23, 2012 (the "No Action Letter") which allowed the Trust units to be issued in transferable form. A copy of the No Action Letter is available here. However, pursuant to the No Action Letter, the Trust, the Trust Administrator, the Trust Monitor and each of the affiliates of the foregoing are prohibited from (1) taking any action to facilitate or promote a trading market in the Trust units; or (2) taking any action to facilitate or otherwise encourage any trading in the Trust units or any instrument or interest tied to the value of the Trust units, such as trading in due bills for the Units. In addition, the Motors Liquidation Company GUC Trust Agreement (the “Trust Agreement”) further provides that the Trust Administrator shall not, among other actions, "collect or publish information about prices at which Units have been or may be transferred." A copy of the Trust Agreement is available here.
As a result of the restrictions set forth in the No Action Letter and the Trust Agreement, the Trust, the Trust Administrator and the Trust Monitor are each prohibited from providing any information, to holders of Trust units or otherwise, regarding the ability to transfer Trust units, the availability of market participants to sell or purchase Trust units, or the trading prices of Trust units.
CURRENT CUMULATIVE DISTRIBUTIONS RELATED TO ALLOWED CLAIMS:
The chart below indicates the current cumulative distributions, per $1,000 in Allowed General Unsecured Claims, of shares of New GM Common Stock, New GM Warrants and cash.
|
Shares of New GM Common Stock |
A Warrants |
B Warrants |
Cash |
| Initial Distribution |
3.802020 |
3.456383 |
3.456383 |
0 |
| 1st Excess Distribution (July 2011) |
0.103837 |
0.094397 |
0.094397 |
0 |
| 2nd Excess Distribution (October 2011) |
0.077212 |
0.070192 |
0.070192 |
0 |
| 3rd Excess Distribution (December 2013) |
0.211507 |
0.192279 |
0.192279 |
0 |
| 4th Excess Distribution (November 2014) |
0.116561 |
0.105964 |
0.105964 |
$0.104905 |
| 5th Excess Distribution (November 2015) |
0 |
0 |
0 |
$4.072425 |
| 6th Excess Distribution (November 2016) |
0 |
0 |
0 |
$3.523040 |
| Cumulative Total: |
4.311137 |
3.919215 |
3.919215 |
$7.70037 |
Below, we address the following FAQs:
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motors Liquidation Company GUC Trust Agreement (as amended, the “Trust Agreement”). The Trust Agreement is available here.
|
| | I am filing a proof of claim on or after February 8, 2012. Will I get a distribution? Do I have a valid claim? | |
- On February 8, 2012, the United States Bankruptcy Court for the Southern District of New York entered an order which deemed any proofs of claim filed on or after February 8, 2012 "disallowed" late claims (which means you will not receive a distribution on account of such claim), unless one or more of the following applies to the claim (see the "Order Disallowing Certain Late Filed Claims" in the Documents section of the website):
- * The claim amends a timely filed claim;
- * The claim is filed with written consent of the Motors Liquidation Company GUC Trust (the "Trust"); and/or
- * The Bankruptcy Court of the Southern District of New York (the "Bankruptcy Court") has entered an order deeming the claim as timely filed.
- A late-filed claim, even if deemed timely by the Bankruptcy Court, will not be allowed except by order of the Bankruptcy Court, by order the tribunal presiding over the ADR Proceeding (if applicable) or by settlement with the Trust.
|
| | What consideration has been made available pursuant to the Plan for the settlement of Class 3 General Unsecured Claims? | | Pursuant to the Amended and Restated Master Sale and Purchase Agreement, dated as of June 26, 2009 (as amended, the "Master Agreement"), New GM issued to the Debtors 150 million shares of common stock issued by General Motors Company (the “New GM Common Stock”) and an aggregate of 272,727,270 warrants in two series (each Warrant exercisable for one share of New GM Common Stock) (collectively, the "New GM Warrants", and together with the New GM Common Stock, the “New GM Securities”) as partial consideration for the sale of the Debtors' assets to New GM. Pursuant to the Plan, the New GM Common Stock and New GM Warrants received by the Debtors (or the proceeds thereof) are to be distributed to holders of Class 3 General Unsecured Claims.
In addition, if the total value of the Allowed General Unsecured Claims exceed the thresholds set forth in the Plan, then under the Master Agreement, New GM is required to transfer up to a further 30 million additional shares (the "Additional Shares") of New GM Common Stock (subject to certain anti-dilution provisions set forth in the Master Agreement), or 2% of the total New GM Common Stock outstanding as of the closing of the sale of the Debtors' assets.
On July 2, 2015, the Trust Administrator received authority pursuant to an order (the “Liquidation Order”) of the Bankruptcy Court to liquidate the New GM Securities then held by the Trust. Prior to entry of the Liquidation Order, distributions to holders of Class 3 Allowed General Unsecured Claims were predominantly comprised of New GM Securities. Following the liquidation of the Trust’s holdings of New GM Securities in conformance with the Liquidation Order, distributions to holders of Class 3 Allowed General Unsecured Claims (other than Additional Shares, if any) consist entirely of cash distributions in lieu of New GM Securities.
The New GM Common Stock and each Series of the New GM Warrants trade on the New York Stock Exchange. See "What are the CUSIP numbers and NYSE Symbols for each of the New GM Securities?" |
| | What will I receive for my Allowed General Unsecured Claim? | | Prior to entry of the Liquidation Order, each newly allowed claimant was entitled to receive (upon delivery of any information required by the Trust), for each $1,000 in amount of Allowed General Unsecured Claims, approximately 4.31 shares of New GM Common Stock and 3.92 series A warrants ("Warrant A") and 3.92 series B warrants ("Warrant B") to purchase New GM Common Stock; provided that, in certain circumstances, the claimants would receive cash in lieu of fractional shares and warrants. Each claimant was also entitled to receive, at the time that such shares of New GM Common Stock were distributed by the Trust, any dividends previously made by New GM in respect of such shares. (By contrast, dividends payable in respect of shares of New GM Common Stock that were already distributed by the Trust to claimants were delivered directly by New GM, and not by the Trust, to the record holders of such shares, on the applicable record date for such dividends). See "I previously received a distribution in respect of my Allowed General Unsecured Claim, and I understand that New GM has recently announced a cash dividend. When can I expect to receive my dividend?"
Following the liquidation of the Trust’s holdings of New GM Securities in conformance with the Liquidation Order, each newly allowed claimant is entitled to receive (upon delivery of any information required by the Trust), for each $1,000 in amount of Allowed General Unsecured Claims, approximately $296 (subject to slight variation due to rounding), which represents (i) the net cash value of the New GM Securities that otherwise would have been distributed to such claimant prior to entry of the Liquidation Order, together with associated cash in lieu of fractional shares and dividend cash, and (ii) the cash amounts distributed following entry of the Liquidation Order.
In addition, each claimant who continues to hold the Trust units will retain a contingent right to receive, on a pro rata basis, additional cash (if and to the extent such cash is not required for the satisfaction of previously Disputed General Unsecured Claims and/or for the satisfaction of administrative costs of the Trust) remaining at the dissolution of the Trust or at the time an excess distribution is made. In respect of each Allowed General Unsecured Claim, the Trust issues units representing such contingent rights (the "Trust units"). One Trust unit is issued for each $1,000 in amount of Allowed General Unsecured Claim, subject to rounding dictated by the Plan and the Trust Agreement and, in the case of Bondholder Claimants, the rules of any applicable clearing system through which the distribution of Trust units is made. For more information about the Trust units, see "What are the Trust units?" |
| | Why was the Trust Agreement amended? | | On July 6, 2011, the Bankruptcy Court entered an order which, in part, amended the Trust Agreement to establish appropriate mechanics for the issuance of non-transferable Trust units on the Trust’s books and records, an interim measure pending the Trust’s issuance of transferable Trust units on June 12, 2012. For more information, see "What are the Trust units?" and "Are the Trust units Transferable?". A copy of the amendment to the Trust Agreement is available here.
On January 3, 2012, a second, technical modification to the Trust Agreement was executed, altering the Trust’s fiscal year end and the timing of the Trust’s accompanying reporting obligations. A copy of the amendment to the Trust Agreement is available here.
On June 11, 2012, the Trust Agreement was amended and restated to incorporate the first two amendments and to add certain technical modifications to the formula governing distributions to holders of Trust units, modify the manner of setting the record date for distributions to holders of Trust units and alter the mechanics associated with the rounding of fractional New GM Securities and Trust units. A copy of the amendment and restatement of the Trust Agreement is available here.
On June 29, 2012, the Bankruptcy Court entered an order which authorized an amendment to the amended and restated Trust Agreement which altered the timing of the Trust’s reporting obligations. A copy of the amendment to the Trust Agreement is available here.
On August 23, 2012, a second amendment to the amended and restated Trust Agreement was executed, which amendment effected certain relief with respect to the budgetary restrictions on use of the Trust’s administrative fund. A copy of the amendment to the Trust Agreement is available here.
On July 2, 2015, the Bankruptcy Court entered an order which authorized a further amendment and restatement of the amended and restated Trust Agreement, which adjusted various mechanical provisions as necessary to implement the distribution of cash in lieu of New GM Securities pursuant to the Liquidation Order. A copy of the Second Amended and Restated Trust Agreement is available here. |
| | How will I receive my distribution under the Plan? | | In order to receive a distribution under the Plan, you must have a brokerage account into which the Trust units may be deposited. For holders of Allowed General Unsecured Claims which have been allowed after the Initial Distribution record date, but have not yet received a distribution, see "How do I obtain a brokerage account if I do not have one?" and "FAQs relating to first time distributions" for information about opening and identifying a brokerage account for this purpose.
The Trust will Free Deliver (as described under "What is a 'Free Delivery'"), and your broker will Free Receive, into your brokerage account the number of Trust units to which you are entitled under the Plan. The Trust units will be in book-entry-form only. The cash portion of your distribution will be delivered to you directly via check issued by the Trust Administrator; however, the Trust Administrator will not deliver any portion of your distribution until you provide brokerage account information as described above. |
| | What is a book-entry security? | | A book-entry security is a security for which no physical definitive certificate evidencing the security is issued to the respective beneficial holders. Instead, one or more global instruments are issued in respect of the entire series of the securities, and registered in the name of an electronic clearing system (such as The Depository Trust Company ("DTC")), or its nominee, with whom the global certificates are held. Through the participants of the clearing system, all deliveries, purchases and sales are cleared electronically. As a beneficial owner of a book-entry security, your position in the security is held in such electronic book-entry system through your brokerage account. |
| | What is a brokerage account? | | A brokerage account is an account with a licensed financial institution in which an investor, through such broker, may hold, receive, purchase and sell securities. The brokerage account you choose must be able to hold securities in book-entry form through DTC, directly or indirectly. |
| | What is a “Free Delivery”? | | A Free Delivery, in this context, is the receipt, by your broker on your behalf, of your distribution without the exchange of funds with the issuer or without a need to make a payment to the Trust Administrator. |
| | How do I obtain a brokerage account if I do not have one? | | For your convenience, we provide below contact information for brokerage firms that have indicated their willingness to assist you in opening a securities account. In addition, there may be numerous other brokers, banks and other financial institutions prepared to act in this capacity. The fact that a brokerage firm is listed below is in no way an endorsement or recommendation of that firm by the Trust Administrator. Before choosing a broker, bank or other financial institution to maintain a securities account on your behalf, you should consider, among other things, any fees that the institution may charge for its services. You may also wish to consult with a financial advisor, attorney or other professional before opening a securities account. M&T Securities, Inc. (877) 405-1791; Morgan Stanley Smith Barney (800) 780-0718. |
| | What is a warrant? | | A warrant is the right to buy an additional share of common stock (in this case, New GM Common Stock) at a predetermined price, or exercise price, for a certain period of time. |
| | What are the terms of the New GM Warrants? | | The Plan provides for two series of New GM Warrants, Series A Warrants and Series B Warrants, each of which is exercisable for one share of New GM Common Stock. Therefore the New GM Warrants, as of the effective date of the Plan represent the right to purchase an aggregate of 272,727,270 shares of New GM Common Stock. The Warrant A series has a current exercise price of $10.00 per share and expires on July 10, 2016. The Warrant B series has a current exercise price of $18.33 per share and expires on July 10, 2019. The exercise prices and numbers of Warrants of each of the series of New GM Warrants are subject to certain anti-dilution provisions.
The Series A Warrant is governed by the Amended and Restated Warrant Agreement, dated as of October 16, 2009, between General Motors Company and U.S. Bank National Association, relating to the Series A Warrant. The Series B Warrant is governed by the Amended and Restated Warrant Agreement, dated as of October 16, 2009, between General Motors Company and U.S. Bank National Association, relating to the Series B Warrant. The current exercise prices and numbers of New GM Warrants described in the first paragraph of this FAQ reflect the effects of the anti-dilution provisions of such New GM Warrants following the 3-for-1 stock split effected by New GM prior to the Initial Distribution. |
| | What are the Trust units? | | As noted above under "What will I receive for my Allowed General Unsecured Claim?" each holder of an Allowed General Unsecured Claim retains a contingent right (by holding the Trust unit) to receive, on a pro rata basis, additional cash (if and to the extent such cash is not required for the satisfaction of previously Disputed General Unsecured Claims and/or for satisfaction of administrative costs of the Trust) remaining at the dissolution of the Trust or at the time an excess distribution is made. The Trust issues Trust units in respect of such contingent rights, in a ratio of one Trust unit for each $1,000 in amount of Allowed General Unsecured Claim via Free Delivery into each claimant’s brokerage account, in the case of Non-Bondholder Claimants, and through the operating procedures of any applicable clearing system through which the distribution of Trust units is made, in the case of Bondholder Claimants (subject in each case to rounding dictated by the Plan and the Trust Agreement and subject, in the case of Bondholder Claimants, to the rules of the applicable clearing system).
The Trust units are held in book-entry form through participants of DTC as depository, and are represented by a global unit certificate registered in the name of DTC or its nominee. As such, no individual certificates or other instruments in respect of the Trust units will be issued to you directly; rather, as a beneficial owner of a book-entry Trust unit, your position is held in an electronic book-entry system through your brokerage account.
For the life of the Trust, the Trust makes quarterly distributions in respect of the Trust units only if and to the extent that (i) certain previously Disputed General Unsecured Claims asserted against the Debtors are either disallowed or are otherwise resolved favorably to the estate (thereby reducing the amount of Trust assets distributed in respect of such asserted claims), (ii) the resulting amount of Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) are not set-aside from distribution for the purposes of satisfying fees, expenses and tax liabilities of the Trust (as contemplated in the Trust Agreement), and (iii) the remaining Excess GUC Trust Distributable Assets as at the end of the relevant quarter exceeds thresholds set forth in the Trust Agreement. The Trust Agreement is available at the Motors Liquidation Company GUC Trust website here.
The first quarterly distribution in respect of the Trust units took place on or about July 28, 2011 and the second quarterly distribution in respect of the Trust units took place on or about October 28, 2011. Between October 28, 2011 and December 20, 2013, no further distributions were made in respect of the Trust units, because the criteria for making such distributions (described in the previous paragraph) had not been satisfied. On December 20, 2013, a special distribution in respect of the Trust units was made, in accordance with the terms of the Nova Scotia Settlement Agreement, as described in greater detail below under "What impact has the Nova Scotia Settlement Agreement had on distributions?". The fourth quarterly distribution in respect of the Trust units took place on or about November 12, 2014. The fifth quarterly distribution in respect of Trust units took place on or about November 15, 2015. The sixth quarterly distribution in respect of Trust units took place on or about November 14, 2016. Quarterly distributions will subsequently continue to be made in a manner similar to that described above under "How will I receive my distribution under the Plan?" Also, see "How will I be notified of subsequent distributions?"
Each Holder of an Allowed General Unsecured Claim which has been recognized after the first quarterly distribution in respect of the Trust units on July 28, 2011, will, on the date it receives its initial distribution of cash and Trust units in respect of its Allowed General Unsecured Claim, also receive a cumulative distribution on its Trust units in an amount equal to the cash and total net cash value of the New GM Securities (and associated fractional share cash and dividend cash), distributable through such date in respect of the number of Trust units delivered to such Holder.
For additional information on Trust unit distribution, refer to "What amount of New GM Securities has been distributed to holders of Allowed General Unsecured Claims so far?" |
| | Are the Trust units transferable? | | The Trust units are currently transferable in book-entry form through DTC and its participants. The Trust units were first issued in transferable form on June 12, 2012 following the receipt by the Trust of a favorable ruling from the Division of Corporation Finance of the Securities and Exchange Commission dated May 23, 2012 (the "No Action Letter"). A copy of the No Action Letter is available here. |
| | How will I be notified of subsequent distributions? | | After the end of each quarter in which Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) exceed thresholds set forth in the Trust Agreement, the Trust Administrator will issue a notice of distribution to holders of Trust units. Such notice will be delivered to DTC and will be distributed by DTC according to its procedures. Receipt of a notice described in this paragraph which provides for a distribution for the most recently ended fiscal quarter of the Trust provides no information regarding any future distributions to you from the Trust. |
| | How are Trust cash distributions taxed and reported? | | Although the Trust does not provide tax advice to Trust claimants, and you should consult with your own tax advisor, based upon advice of counsel to the Trust the Trust Administrator is of the view that any cash paid to Trust claimants by the Trust should be taxed as gain to such claimants, as described in Section V of the Disclosure Statement, without regard to the source of such cash in the hands of the Trust, with the ultimate treatment of the payment dependent upon whether or not your claim was a security for tax purposes. Accordingly, to the extent a cash distribution is paid to you through your broker, the Trust believes that your broker should report the distribution in the same manner as any other cash received by you in exchange for your claim. |
FAQs relating to first time distributions | | I received a notice in the mail from Wilmington Trust Company. What do I need to do? | | You need to send a fully completed W-9 or W-8 (as applicable) in the name of the allowed claimant to the Trust Administrator at: mlcguctrust@wilmingtontrust.com. You will also need to instruct your broker to fill out and send back to the Trust Administrator a form (the "Broker Letter") that is attached as Form A to the notice provided to you. The Trust Administrator will then coordinate the Free Delivery of your distribution to the brokerage account specified in the Broker Letter. |
| | I am receiving my first distribution from the Trust on account of my Allowed General Unsecured Claim. What will I receive and when will I receive it? | | As long as we receive the following items, fully completed: 1) your W-9 or W-8 (as applicable), and 2) the Broker Letter on the broker, bank or financial institution’s letterhead including its signature and medallion guarantee, you will receive two distributions, one on account of your Allowed General Unsecured Claim and a second on account of Trust units, as further described below.
First, on account of your Allowed General Unsecured Claim, you will receive cash which will be distributed directly to you via check issued by the Trust Administrator and delivered to your address of record. To the extent that any dividends were previously made by New GM in respect of shares of New GM Common Stock that would have been associated with your claim prior to entry of the Liquidation Order, you will also receive those dividends in the form of a separate check issued to you by the Trust Administrator. In addition, you will receive Trust units which will be distributed directly to your brokerage account. Trust units represent a contingent right to receive, on a pro rata basis, additional cash (if and to the extent such cash is not required for the satisfaction of previously Disputed General Unsecured Claims or satisfaction of Trust administrative costs) remaining at the dissolution of the Trust or at the time of an excess distribution. See "What are the Trust units?"
Second, you will receive a distribution in respect of such Trust units if and to the extent New GM Securities or cash comprising Excess GUC Trust Distributable Assets (a) have been made available to unit holders in quarterly distributions made before your claim was allowed and/or (b) are being made available in connection with the quarterly distribution that coincides with your initial distribution, in each case due to the resolution of previously Disputed General Unsecured Claims. As noted above in "What are the Trust units?", the Trust will make quarterly distributions in respect of the Trust units only if and to the extent that (i) certain previously Disputed General Unsecured Claims asserted against the Debtors are either disallowed or are otherwise resolved favorably to the estate (thereby reducing the amount of Trust assets distributed in respect of such asserted claims), (ii) the resulting amount of Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) are not set-aside from distribution for the purposes of satisfying fees, expenses and tax liabilities of the Trust (as contemplated in the Trust Agreement), and (iii) the remaining Excess GUC Trust Distributable Assets as at the end of the relevant quarter exceeds thresholds set forth in the Trust Agreement. You may see a copy of the Trust Agreement here. As a result, you may receive additional assets in the form of cash in respect such Trust units. Notices in respect of distributions to holders of Trust units will be delivered to DTC and will be distributed by DTC according to its procedures. See "How will I be notified of subsequent distributions?"
Eligibility for a specific distribution will depend on whether your claim was allowed prior to the record date established for that specific distribution. Distributions will be made quarterly, subject to the caveats set forth above. |
| | When is the next scheduled distribution from the Trust? | | The Trust makes quarterly distributions in respect of Claims that, at the end of the prior fiscal quarter, were previously Disputed General Unsecured Claims but have subsequently become Allowed General Unsecured Claims. Such distributions are made as promptly as practicable after the first day of the fiscal quarter following the periods ended March 31, June 30, September 30 and December 31. In addition, the Trust makes quarterly distributions in respect of Trust units if the Excess GUC Trust Distributable Assets as at the end of the relevant fiscal quarter exceed thresholds set forth in the Trust Agreement. Such distributions in respect of Trust units, if any, are made as promptly as practicable following the periods ended March 31, June 30, September 30 and December 31. See "What are the Trust units?" |
| | How will I be notified of subsequent distributions? | | After the end of each quarter in which Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) exceed thresholds set forth in the Trust Agreement, the Trust Administrator will issue a notice of distribution to holders of Trust units. Such notice will be delivered to DTC and will be distributed by DTC according to its procedures. Receipt of a notice described in this paragraph which provides for a distribution for the most recently ended fiscal quarter of the Trust provides no information regarding any future distributions to you from the Trust. |
FAQs relating to subsequent distributions | | How will I be notified of subsequent distributions? | | After the end of each quarter in which Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) exceed thresholds set forth in the Trust Agreement, the Trust Administrator will issue a notice of distribution to holders of Trust units. Such notice will be delivered to DTC and will be distributed by DTC according to its procedures. Receipt of a notice described in this paragraph which provides for a distribution for the most recently ended fiscal quarter of the Trust provides no information regarding any future distributions to you from the Trust. |
| | What amount of New GM Securities has been distributed to holders of Allowed General Unsecured Claims so far? | | Prior to entry of the Liquidation Order, each claimant that retained their Trust units received (upon delivery of any information required by the Trust), for each $1,000 in amount of Allowed General Unsecured Claims, approximately 4.31 shares of New GM Common Stock and 3.92 Warrants A and 3.92 Warrants B. Each claimant was also entitled to receive, at the time that such shares of New GM Common Stock were distributed by the Trust, any dividends previously made by New GM in respect of such shares. Following the liquidation of the Trust’s holdings of New GM Securities in conformance with the Liquidation Order, each newly allowed claimant is entitled to receive (upon delivery of any information required by the Trust), for each $1,000 in amount of Allowed General Unsecured Claims, approximately $296(subject to slight variation due to rounding), which represents (i) the net cash value of the New GM Securities that otherwise would have been distributed to such claimant prior to entry of the Liquidation Order, together with associated cash in lieu of fractional shares and dividend cash, and (ii) the cash amounts distributed following entry of the Liquidation Order.
The following table provides information regarding the New GM Securities or cash was previously distributed to holders of Allowed General Unsecured Claims by the Trust (including distributions in respect of the Trust units). Distributions are subject to the rounding provisions in the Trust Agreement.
| |
Shares of New GM Common Stock |
A Warrants |
B Warrants |
Cash |
| April 21, 2011 Distribution:* |
113,194,172 |
102,903,821 |
102,903,821 |
N/A |
| July 28, 2011 Distribution:* |
3,342,831 |
3,038,936 |
3,038,936 |
N/A |
| October 28, 2011 Distribution:* |
2,468,218 |
2,243,834 |
2,243,834 |
N/A |
| January 13, 2012 Distribution:* |
188,180 |
171,074 |
171,074 |
N/A |
| April 27, 2012 Distribution:* |
450,555 |
409,612 |
409,612 |
N/A |
| August 3, 2012 Distribution:* |
484,553 |
440,510 |
440,510 |
N/A |
| November 2, 2012 Distribution:* |
116,508 |
105,910 |
105,910 |
N/A |
| February 8, 2013 Distribution:* |
42,151 |
38,325 |
38,325 |
N/A |
| May 10, 2013 Distribution:* |
115,029 |
104,570 |
104,570 |
N/A |
| August 9, 2013 Distribution:* |
221,014 |
200,924 |
200,924 |
N/A |
| October 31, 2013 Distribution:* |
42,122 |
38,293 |
38,293 |
N/A |
| December 2, 2013 Nova Scotia Settlement Distribution: |
6,174,015 |
5,612,741 |
5,612,741 |
N/A |
| December 20, 2013 Nova Scotia Special Excess Distribution: |
6,735,070 |
6,122,789 |
6,122,789 |
N/A |
| May 9, 2014 Distribution:* |
43,310 |
39,371 |
39,371 |
N/A |
| November 12, 2014 Excess Distribution: |
3,712,897 |
3,375,361 |
3,375,361 |
$3,341,607 |
| November 16, 2015 Excess Distribution: |
N/A |
N/A |
N/A |
$129,721,838 |
| November 14, 2016 Excess Distribution: |
N/A |
N/A |
N/A |
$112,222,803 |
*Includes a number of such securities and cash to which holders of Allowed General Unsecured Claims were entitled in connection with such distribution but for which the relevant claimants have not supplied certain information required by the Trust Administrator and as a result, such number of New GM Securities or cash have not been distributed to such claimants. Does not include New GM Securities that were sold for fractional amounts, in lieu of which the Trust was required pursuant to the Trust Agreement to distribute cash, subject to certain minimum thresholds. More information regarding this number of New GM Securities and cash is available in the GUC Trust Reports at the Trust’s website at https://www.mlcguctrust.com.
[CONTINUED IN NEXT FAQ ITEM] |
| | [CONTINUED FROM PREVIOUS FAQ ITEM]What amount of New GM Securities has been distributed to holders of Allowed General Unsecured Claims so far? | | The numbers of New GM Securities or cash set forth in the table above include New GM Securities and cash distributed, first, on account of each Allowed General Unsecured Claim which was allowed on or before the applicable record date for each distribution and, second, in respect of outstanding Trust units. See "I am receiving my first distribution from the Trust on account of my Allowed General Unsecured Claim What will I receive and when will I receive it?". The table below sets forth this second component of distributions in respect of the Trust units, and sets forth the numbers of each New GM Security or cash distributed per Trust unit and in respect of all outstanding units.
|
Shares of New GM Common Stock |
A Warrants |
B Warrants |
Cash |
| JULY 28, 2011 DISTRIBUTION |
|
| No. Per Unit: |
0.103837 |
0.094397 |
0.094397 |
N/A |
| Total:* |
3,098,004 |
2,816,364 |
2,816,364 |
N/A |
| OCTOBER 28, 2011 DISTRIBUTION |
|
| No. Per Unit: |
0.077212 |
0.070192 |
0.070192 |
N/A |
| Total:* |
2,306,815 |
2,097,105 |
2,097,105 |
N/A |
| JANUARY 13, 2012 DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| APRIL 27, 2012 DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| AUGUST 3, 2012 DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| NOVEMBER 2, 2012 DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| FEBRUARY 8, 2013 DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| MAY 10, 2013 DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| AUGUST 9, 2013 DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| OCTOBER 31, 2013 DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| DECEMBER 2, 2013 NOVA SCOTIA SETTLEMENT DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
N/A |
| Total:** |
N/A |
N/A |
N/A |
N/A |
| DECEMBER 20, 2013 NOVA SCOTIA SPECIAL EXCESS DISTRIBUTION |
|
| No. Per Unit: |
0.211507 |
0.192279 |
0.192279 |
N/A |
| Total:** |
6,735,070 |
6,122,789 |
6,122,789 |
N/A |
| NOVEMBER 12, 2014 EXCESS DISTRIBUTION |
|
| No. Per Unit: |
0.116561 |
0.105964 |
0.105964 |
$0.104905 |
| Total:** |
3,712,897 |
3,375,361 |
3,375,361 |
$3,341,607 |
| NOVEMBER 16, 2015 EXCESS DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
$4.072425 |
| Total:** |
N/A |
N/A |
N/A |
$129,721,838 |
| NOVEMBER 14, 2016 EXCESS DISTRIBUTION |
|
| No. Per Unit: |
N/A |
N/A |
N/A |
$3.523040 |
| Total:** |
N/A |
N/A |
N/A |
$112,222,803 |
*Includes a number of such New GM Securities or cash to which holders of Allowed General Unsecured Claims were entitled at the time of distribution but for which the relevant claimants have not supplied certain information required by the Trust Administrator and as a result, such number of New GM Securities or cash have not been distributed to such claimants. Does not include New GM Securities that were sold for fractional amounts, in lieu of which the Trust is required pursuant to the Trust Agreement to distribute cash, subject to certain minimum thresholds. More information regarding this number of New GM Securities and cash is available in the GUC Trust Reports at the Trust Administrator’s website at https://www.mlcguctrust.com.
**The Trust Agreement prohibits the Trust Administrator from making a distribution on account of the Trust units if the available Excess GUC Trust Distributable Assets do not exceed distribution thresholds established in the Trust Agreement. During the quarter ended December 31, 2013, the Trust made a special distribution of Excess GUC Trust Distributable Assets on December 20, 2013, in accordance with the terms of the Nova Scotia Settlement Distribution. See "What impact has the Nova Scotia Settlement Agreement had on distributions?" |
| | I Have an Allowed General Unsecured Claim and Have Previously Received a Distribution. Why Didn’t I Receive Quarterly Distributions in Certain Subsequent Fiscal Quarters? | | The Trust Agreement provides the Trust Administrator with the flexibility, upon the receipt of certain approvals, to withhold from distribution appropriate amounts of Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) that would otherwise be distributable in respect of Trust units. If available cash is not reasonably likely to satisfy current and projected future fees, costs, and expenses of the Trust (including tax obligations (the “Tax Holdback”)), the Trust Administrator, with the approval of the Trust Monitor, may set aside (or “hold back”) from distribution Excess GUC Trust Distributable Assets in an amount that would be sufficient to satisfy those current and projected fees, costs, and expenses.
At various times throughout its existence, the Trust has held-back Excess GUC Trust Distributable Assets in an amount that prevented a quarterly distribution in respect of Trust units that would otherwise have been made for a particular fiscal quarter. In addition, the Trust has requested, and received, Bankruptcy Court authority to liquidate or use a certain amount of such withheld GUC Trust Distributable Assets to fund current and projected future fees, costs and expenses of the Trust and the Motors Liquidation Company Avoidance Action Trust. For further information related to this withholding and liquidation or use of Excess GUC Trust Distributable Assets, please see the “3. Key Court Documents” and “6. SEC Filings” sections in the Documents section of the website. Click here
Quarterly distributions will continue to be made in a manner similar to that described above under "How will I receive my distribution under the Plan?". Also, see "How will I be notified of subsequent distributions?". |
| | How are "holdbacks" for administrative costs calculated, and will the New GM Securities ever be released from the holdbacks to Holders of Units? | | For purposes of calculating the various "holdbacks" from distribution, the Trust Administrator has taken a conservative view in terms of timing and costs in an attempt to ensure that there are sufficient resources to fund the Trust to conclusion. The cash currently held in the various "holdbacks” has not been, and in fact might never be, used to fund fees and expenses of the Trust (though the Trust has, on three separate occasions, sought and received authority from the Court to use Excess GUC Trust Distributable Assets (as defined in the Trust Agreement) then held in the “holdbacks”). To the extent the Trust Administrator determines that the Excess GUC Trust Distributable Assets currently held in the various holdbacks are not necessary to fund ongoing administration of the Trust, it will distribute such Excess GUC Trust Distributable Assets to Holders of Units. The "holdbacks" are not reflective of the current Budget of the Trust or the Trust Administrator's view as to the likely actual future costs and obligations of the Trust. In addition, the “holdbacks” are not reflective of the reserves for expected costs that are recognized in the Trust’s financial statements, which must be determined in accordance with generally accepted accounting principles applicable to the Trust. (Under such generally accepted accounting principles, for example, certain contingencies and other estimates are not permitted to be considered, which otherwise are factored into the calculations of the distribution "holdbacks"). The Trust Administrator, in conjunction with the Trust Monitor, continues to work diligently to effectively manage the actual expenses of the Trust. |
| | What impact has the Nova Scotia Settlement Agreement had on distributions? | | On September 26, 2013, the Trust entered into a Settlement Agreement (the "Nova Scotia Settlement Agreement") relating to the ongoing litigation to disallow, equitably subordinate or reduce certain claims filed in the bankruptcy cases of Motors Liquidation Company and its affiliates by or on behalf of the holders of certain notes issued in 2003 by General Motors Nova Scotia Finance Company (the "Nova Scotia Notes"). The Settlement Agreement, which subsequently became effective on November 25, 2013, provides for the reduction and allowance of certain claims relating to the Nova Scotia Notes and also required the Trust to make the following distributions, in accordance with the terms of the Trust Agreement, on an accelerated basis:
- (i) a special distribution of New GM Securities and Trust units (the "Settlement Distribution") to the holders of record of the Nova Scotia notes as of November 27, 2013, on account of their claims; and
- (ii) a special distribution of Excess Distributable GUC Trust Assets (the "Special Excess Distribution") to all holders of record of Trust units (including the Trust units distributed in the Settlement Distribution) as of December 16, 2013.
The Settlement Distribution was made pursuant to the terms of the Settlement Agreement on December 2, 2013, and consisted of, in the aggregate, (a) 6,174,015 shares of New GM Common Stock, (b) 5,612,741 New GM Series A Warrants, (c) 5,612,741 New GM Series B Warrants, and (d) 1,550,000 Trust Units. The payment date for making the Special Excess Distribution to The Depository Trust Company was December 20, 2013, with transfers of interests in the applicable New GM Securities into the accounts of beneficial owners of the Trust units following thereafter in accordance with the rules and procedures of the Financial Industry Regulatory Authority and of The Depository Trust Company and its direct and indirect participants. The Special Excess Distribution consisted of, in the aggregate, (a) 6,735,070 shares of New GM Common Stock, (b) 6,122,789 New GM Series A Warrants, and (c) 6,122,789 New GM Series B Warrants.
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FAQs relating to Old GM debt securities | | What happened to my position in the Old GM debt securities issued by Motors Liquidation Company (formerly known as General Motors Company)? | | The debt securities were extinguished upon the initial distribution of New GM Common Stock and New GM Warrants to holders of Allowed General Unsecured Claims, which occurred on or about April 21, 2011 (the "Initial Distribution"). With respect to such old debt securities held through DTC, DTC established “escrow positions” for all holders who received the Initial Distribution. Other clearing systems holding any debt securities issued by Motors Liquidation Company followed their operating procedures. Prior to the receipt of the No Action Letter, distributions made on account of Trust units held by holders of former debt securities issued by Motors Liquidation Company were delivered through such escrow positions. Following the receipt of the No Action Letter, on June 12, 2012 the Trust issued transferable Trust units to each holder of an escrow position. Any subsequent distributions to be made by the Trust on account of Trust units will be made through such transferable Trust units and not through the escrow positions. The escrow positions, which are not transferable, will continue to be maintained by DTC for the purposes of distributing future cash assets, if any, from a separate trust titled the "Motors Liquidation Company Avoidance Action Trust". In addition, pursuant to the terms of the Nova Scotia Settlement Agreement, any distributions in respect of the Motors Liquidation Company Avoidance Action Trust that are made with respect to the Nova Scotia Notes are to be made to the holders of such notes as of November 27, 2013. Information concerning the Motors Liquidation Company Avoidance Action Trust can be found in the Debtors’ Second Amended Joint Chapter 11 Plan, a copy of which can be found here. The notices issued by the indenture trustees in connection with the distribution of the transferable Trust units can be found here. |
| | Can the Trust qualify for preferred tax status based on the capital gains rate of 15%? | | No. Pursuant to the Trust Agreement, the Trust is treated for U.S. federal income tax purposes as a "disputed ownership fund" within the meaning of Treasury Regulations Section 1.468B-9, which is taxable as a “qualified settlement fund,” within the meaning of Treasury Regulations Section 1.468B-2. In general, qualified settlement funds are considered C corporations and pay federal income tax on their modified gross income, but using trust income tax rates; thus they pay tax at the same rate on both capital gains and ordinary income. As such, the capital gains associated with any gains in the value of the New GM Securities previously held by the Trust are expected to be taxed at the foregoing rates. |
Tax Loss Succession Rules FAQs | | What are the amounts of unused net operating and capital loss carryovers to which an individual unit holder described in question 1 will succeed? | | The law with respect to this issue is unclear, and will depend on how many unit holders on the date the GUC Trust is terminated are treated as Claimants. The GUC Trust will report the unused net operating loss carryovers and unused capital loss carryovers on a per unit basis, and will provide information with respect to the year in which each loss was generated. However, at this time, the GUC Trust does not intend to determine which unitholders on the date the GUC Trust is terminated also are Claimants and may be entitled to the losses. Holders of GUC Trust Units should consult their own tax advisors about the application of the Loss Succession Rule. |
| | What is the amount of unused loss carryovers to which a corporate holder described in Question 4 will succeed? | | With respect to unused capital loss carryovers, it is unclear whether such losses would be treated as incurred (x) in the year of the termination of the GUC Trust, (y) in the year incurred by the GUC Trust, or (z) at some other time. The GUC Trust will report, on a per unit basis, the year in which net capital losses and net operating losses were recognized and the amount that was not used to offset other capital gains or income. The GUC Trust does not have a view as to whether unused capital loss or net operating loss carryovers recognized in any specific year can be used by a unitholder that is a corporation. Holders of GUC Trust Units should consult their own tax advisors about the application of the Loss Succession Rule. |
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