2. Plan of Liquidation
On March 31, 2011, the date the Plan became effective (the Effective Date), there were approximately $29,771 million in Allowed General
Unsecured Claims. In addition, as of the Effective Date, there were approximately $8,154 million in disputed general unsecured claims which reflected liquidated disputed claims and a Bankruptcy Court ordered distribution reserve for
unliquidated disputed claims (Disputed General Unsecured Claims), but did not reflect Term Loan Avoidance Action Claims. The total aggregate amount of general unsecured claims, both allowed and disputed, asserted against the Debtors,
inclusive of the Term Loan Avoidance Action Claims, was approximately $39,425 million as of the Effective Date.
Pursuant to the GUC Trust Agreement,
holders of Disputed General Unsecured Claims became entitled to receive a distribution of Distributable Cash from the GUC Trust if, and to the extent that, such Disputed General Unsecured Claims became Allowed General Unsecured Claims (such claims,
Resolved Disputed Claims). Under the GUC Trust Agreement, the GUC Trust Administrator had the authority to file objections to such Disputed General Unsecured Claims and such claims could be prosecuted through alternative dispute
resolution proceedings, including mediation and arbitration, if appropriate. As of December 31, 2019, there were no remaining Disputed General Unsecured Claims.
Only one avoidance action, captioned Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase Bank, N.A. et al., Adv. Pro. No. 09-00504 (Bankr. S.D.N.Y. July 31, 2009) (the Term Loan Avoidance Action), was commenced prior to the statutory deadline for commencing such actions. The Term Loan Avoidance Action was
commenced by the Official Committee of Unsecured Creditors of Motors Liquidation Company (the Committee), and, among other things, sought the return of approximately $1.5 billion that had been transferred by the Debtors (with funds
advanced after the commencement of the Debtors chapter 11 cases by the United States Treasury and Export Development Canada (together, the DIP Lenders)) to a consortium of prepetition lenders pursuant to the terms of the order of
the Bankruptcy Court. On December 15, 2011, in accordance with the Plan, upon the dissolution of MLC, the Term Loan Avoidance Action was transferred to the Avoidance Action Trust (as defined below). As previously disclosed and as further
described in Part II, Item 1 (Legal Proceedings), a settlement was reached among the parties to the Term Loan Avoidance Action pursuant to which approximately $231.0 million was recovered on July 1, 2019 by the Avoidance Action
Trust from the defendants to the Term Loan Avoidance Action. Pursuant to the GUC Trust Agreement, on July 1, 2019, such defendants received Allowed General Unsecured Claims against the GUC Trust in the amount so disgorged to the Avoidance
Action Trust (such allowed general unsecured claims Resolved Term Loan Avoidance Action Claims, and together with Resolved Disputed Claims, the Resolved Allowed Claims). Accordingly, the holders of the Resolved Term Loan
Avoidance Action Claims became entitled to receive a distribution from the GUC Trust of approximately $68.5 million. As of December 31, 2019, approximately $67.8 million had been distributed by the GUC Trust to such holders. Pursuant
to the Plan, no funds reclaimed from the prepetition lenders in the Term Loan Avoidance Action were transferred to or otherwise benefited the GUC Trust or will be distributed on account of GUC Trust Units.
Upon the dissolution of MLC on December 15, 2011, MLC transferred $0.5 million to the Avoidance Action Trust for the purposes of funding any
potential public reporting requirements of the Avoidance Action Trust, in which funds the GUC Trust holds a residual interest to the extent unused by the Avoidance Action Trust. The expected repayment aggregated approximately $0.4 million and
was accrued in the quarter ended December 31, 2018. Such expected repayment was included in other assets in the accompanying Statements of Net Assets in Liquidation as of March 31, 2019. The balance was collected during the quarter ended
December 31, 2019.
GUC Trust Distributable Assets
Pursuant to the terms of the Plan, the Bankruptcy Court authorized the distribution by New GM of 150 million shares of New GM Common Stock, warrants to
acquire 136,363,635 newly issued shares of New GM Stock with an exercise price set at $10.00 per share that would have expired on July 10, 2016 (New GM Series A Warrants), and warrants to acquire 136,363,635 newly issued shares of
New GM Stock with an exercise price set at $18.33 per share that would have expired on July 10, 2019 (New GM Series B Warrants). Record ownership of the New GM Securities was held by MLC for the benefit of the GUC Trust until the
dissolution of MLC on December 15, 2011, at which time record ownership was transferred to the GUC Trust.
As described above, pursuant to the
Liquidation Order, during July and August 2015, all of the GUC Trusts holdings of New GM Securities were liquidated and, following such liquidation, the GUC Trusts Distributable Assets principally consist of Distributable Cash.
Substantially all of such Distributable Cash is invested in certain marketable securities as permitted under the GUC Trust Agreement.
Prior to the
liquidation of all of its holdings of New GM Common Stock, the GUC Trust received dividends on such New GM Common Stock aggregating approximately $24.7 million. Such dividends are required to be applied to the same purpose as the New GM Common
Stock to which such dividends relate. When the portion of Distributable Cash applicable to the proceeds from the liquidation of New GM Common Stock is distributed to holders of subsequently allowed Disputed General Unsecured Claims, Term