Motors Liquidation Company GUC Trust (OTCMKTS:MTLQU) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, including most recently in the Motors
Liquidation Company GUC Trust Quarterly Report on Form 10-Q filed
on February13, 2017 (the December 2016 10-Q),
the Motors Liquidation Company GUC Trust (the GUC
Trust) pays the reasonable litigation defense costs (the
Avoidance Action Defense Costs) of JPMorgan
Chase Bank, N.A. (in such capacity, the Term Loan
Agent) as defendant in an action titled 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. July31, 2009) (the Term Loan Avoidance
Action), subject to the GUC Trusts and/or the DIP
Lenders (as defined in the December 2016 10-Q) rights to seek
disgorgement of the Avoidance Action Defense Costs under certain
circumstances. On April18, 2017, the GUC Trust announced that it
had reached an agreement with the Term Loan Agent with respect to
the payment of Avoidance Action Defense Costs.
Background
As previously disclosed, including most recently in the December
2016 10-Q, on December15, 2011 the GUC Trust received the benefit
of approximately $42.8 million in cash (the Residual
Wind-Down Assets) which was designated for the
satisfaction of administrative expense claims (including but not
limited to the Avoidance Action Defense Costs), priority tax
claims, priority non-tax claims and secured claims that remained
outstanding against the estates of Motors Liquidation Company and
its affiliated debtors at that time (collectively, the
Residual Wind-Down Claims). As previously
disclosed, including most recently in the December 2016 10-Q, to
the extent that the Residual Wind-Down Assets are, at any time,
insufficient to satisfy all valid Residual Wind-Down Claims
(including but not limited to Avoidance Action Defense Costs),
such claims shall be paid with cash held by the GUC Trust that
would otherwise be distributable to holders of the units of
contingent beneficial interest in the GUC Trust (GUC
Trust Distributable Cash). As previously disclosed in
the December 2016 10-Q, the GUC Trust held $13.7 million in
Residual Wind-Down Assets as of December31, 2016, but anticipated
that Residual Wind-Down Claims (including Avoidance Action
Defense Costs) would exceed such assets, and would thus need to
be satisfied with GUC Trust Distributable Cash. In that regard,
the GUC Trust disclosed in the December 2016 10-Q that it had
increased its reserves for Residual Wind-Down Claims by
approximately $6.5 million to account for such potential
shortfall of Residual Wind-Down Assets.
Agreement With the Term Loan Agent
On April18, 2017, the GUC Trust entered into a letter agreement
with the Term Loan Agent (the Letter Agreement)
which, among other things, has the effect of capping the GUC
Trusts obligation to fund Avoidance Action Defense Costs in an
amount that does not exceed the Residual Wind-Down Assets
currently held by the GUC Trust until such time, if any, as the
Term Loan Avoidance Action is fully and finally resolved by court
order or settlement, which court order or settlement satisfies
certain conditions as set forth below and in the Letter
Agreement.
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The key economic terms of the Letter Agreement are as follows:
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The GUC Trust is required to promptly pay, from Residual Wind-Down Assets, $6,605,448.96 to the attorneys for the Term Loan Agent, which amount represents unpaid Avoidance Action Defense Costs for the months of December 2016,January 2017, and February 2017 (the Unpaid Avoidance Action Defense Costs); |
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The GUC Trust is required to promptly pay any reasonable Avoidance Action Defense Costs accrued by the Term Loan Agent for the months of March 2017 and thereafter, up to a cap of $4,200,000 (the Cap), which amount represents the remainder of Residual Wind-Down Assets that will be held by the GUC Trust following payment of the Unpaid Avoidance Action Defense Costs and certain other outstanding Residual Wind-Down Claims. |
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The GUC Trust is relieved of its obligations to satisfy any Avoidance Action Defense Costs in excess of the Cap until such time, if any, that the Term Loan Avoidance Action is resolved in full (by final court order or by settlement), which court order or settlement contains a determination that the Term Loan Agent was oversecured with respect to the loan which is the subject of the Term Loan Avoidance Action, or otherwise contains an agreement with respect to payment of the Avoidance Action Defense Costs (a Trigger Event). |
Accordingly, unless and until a Trigger Event occurs, the GUC
Trust shall have no obligation to satisfy Avoidance Action
Defense Costs using GUC Trust Distributable Cash. A copy of the
Letter Agreement is furnished as Exhibit 10.2 to this Form 8-K.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is furnished with this Form
8-K.
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ExhibitNo. |
Description |
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| 10.2 |
Letter Agreement Between the GUC Trust and the Term Loan Agent |
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Motors Liquidation Company GUC Trust (OTCMKTS:MTLQU) Recent Trading Information
Motors Liquidation Company GUC Trust (OTCMKTS:MTLQU) closed its last trading session down -0.07 at 8.84 with 1,274 shares trading hands.