Trust Beneficiaries means the beneficiaries of the GUC Trust, who are future
holders and, to the extent their liquidating distributions have not yet been paid to them, current holders of Allowed General Unsecured Claims and future and current holders of GUC Trust Units.
Wind-Down Costs means certain fees and expenses incurred by the GUC Trust, including fees of the GUC Trust Administrator and the
GUC Trust Monitor and the fees and expenses for other professionals retained by the GUC Trust, other than Reporting Costs.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Disclosure under this item is not required, pursuant to the no-action letter of the SEC to the GUC
Trust dated May 23, 2012.
Item 4. Controls and Procedures.
During the fiscal period covered by this report, the management of the GUC Trust, with the participation of the Administrative Vice President
of the GUC Trust Administrator, completed an evaluation of the effectiveness of the design and operation of the GUC Trusts disclosure controls and procedures (as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934, as amended). Based on this evaluation, the GUC Trusts management, including that Administrative Vice President of the GUC Trust Administrator, has concluded that, as of the end of the fiscal period covered by
this report, the GUC Trusts disclosure controls and procedures were effective. There were no material changes in the GUC Trusts internal control over financial reporting during the fiscal period covered by this report.
PART IIOTHER INFORMATION
Item 1. Legal Proceedings
General Motors Product Recalls
Since the beginning of 2014, New GM has recalled millions of vehicles due to defective ignition switches, including, but not limited to, the
Ignition Switch Recall, and has recalled millions of additional vehicles to address certain electrical and other safety concerns, including other defects related to the ignition switch. Many of the vehicles affected by the foregoing recalls
were manufactured or sold prior to July 10, 2009, or the Closing Date, the date on which the sale of substantially all of the assets of Old GM pursuant to the MSPA was completed.
Since June 2014, Recall-Related Actions have been transferred to the United States District Court of the Southern District of New York, or the
MDL Court, and have been consolidated into a single case, case number 14-MD-2543 (JMF), or the MDL Proceeding. Recall-Related Actions pending in state court have
been consolidated in a separate state multi-district litigation pending in Texas. Over time, New GM has reached various agreements with certain personal injury claimants regarding possible settlement of their claims. The MDL proceedings are ongoing.
Concurrently with the proceedings before the MDL Court, plaintiffs have sought to file claims against the GUC Trust in the Bankruptcy
Court on account of Recall-Related Actions. Litigation regarding whether these plaintiffs can file late proofs of claim has been ongoing in the Bankruptcy Court since 2016, and the GUC Trust attempted to settle with the Economic Loss Plaintiffs on
three separate occasions. On March 27, 2020, the GUC Trust entered into a settlement with the Economic Loss Plaintiffs and New GM, which was amended on May 1, 2020 to include the Avoidance Action Trust. Key terms of the Amended Settlement
Agreement include (i) the GUC Trust shall pay $50 million in settlement consideration in return for a release from all class members asserting a Recall Related Action based on economic loss against the GUC Trust; (ii) the GUC Trust
shall be entitled to make a $300 million Excess Distribution to its Unitholders; and (iii) the GUC Trust shall release any and all potential claims against New GM, including the ability to seek the Adjustment Shares. The Amended Settlement
Agreement received final approval from the District Court on December 19, 2020, and became a final, non-appealable order on January 19, 2021.
This description is a summary of key terms only, and does not purport to describe all terms of the Amended Settlement Agreement and the
Amended Settlement Agreement is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the GUC Trust on May 5, 2020.
The Amended Settlement Agreement does not address or resolve claims based upon personal injury and/wrongful death. Litigation surrounding
Personal Injury Actions continues in the Bankruptcy Court. On July 23, 2020, the Bankruptcy Court heard oral argument regarding the ability of the remaining personal injury and wrongful death claimants to file late proofs of claim. On