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Reserves for Expected Costs of Liquidation and Residual Wind-Down Claims and Costs
3 Months Ended
Jun. 30, 2018
Text Block [Abstract]  
Reserves for Expected Costs of Liquidation and Residual Wind-Down Claims and Costs

6. Reserves for Expected Costs of Liquidation and Residual Wind-Down Claims and Costs

The following is a summary of the activity in the reserves for expected costs of liquidation for the three months ended June 30, 2018 and 2017:

 

     Three months ended June 30, 2018  

(in thousands)

   Reserve for
Expected
Wind-Down
Costs
     Reserve for
Expected
Reporting
Costs
     Reserve for
Indenture
Trustee/Fiscal
and Paying
Agent Costs
     Total
Reserves for
Expected
Costs of
Liquidation
 

Balance, March 31, 2018

   $ 25,204      $ 12,739      $ 144      $ 38,087  

Less reductions in reserves

     (2,401      (2,073      —          (4,474

Less liquidation costs incurred:

           

Trust professionals

     (1,257      (614      —          (1,871

Trust governance

     (847      (450      (10      (1,307

Other administrative expenses

     (40      (55      —          (95
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance, June 30, 2018

   $ 20,659      $ 9,547      $ 134      $ 30,340  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Three months ended June 30, 2017  

(in thousands)

   Reserve for
Expected
Wind-Down
Costs
     Reserve for
Expected
Reporting
Costs
     Reserve for
Indenture
Trustee/Fiscal
and Paying
Agent Costs
     Total
Reserves for
Expected
Costs of
Liquidation
 

Balance, March 31, 2017

   $ 9,851      $ 8,827      $ 225      $ 18,903  

Plus additions to reserves

     3,011        26        —          3,037  

Less liquidation costs incurred:

           

Trust professionals

     (823      (742      —          (1,565

Trust governance

     (708      (450      (16      (1,174

Other administrative expenses

     (14      (42      —          (56
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance, June 30, 2017

   $ 11,317      $ 7,619      $ 209      $ 19,145  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the three months ended June 30, 2018, estimates of expected Wind-Down Costs and estimates of expected Reporting Costs (for which there is a reasonable basis for estimation) decreased by $2.4 million and $2.1 million, respectively. During the three months ended June 30, 2017, estimates of expected Wind-Down Costs and estimates of expected Reporting Costs increased by $3.0 million and $26,000, respectively. Such revisions in the estimates were recorded as additions to (reductions in) the reserves for expected costs of liquidation in such periods. The GUC Trust has recorded reserves for expected costs of liquidation that represent amounts expected to be incurred over the estimated remaining liquidation period of the GUC Trust for which there was a reasonable basis for estimation as of June 30, 2018.

 

The amount of liquidation costs that will ultimately be incurred depends both on the time period and on the extent of activities required for the GUC Trust to complete its functions and responsibilities under the Plan and the GUC Trust Agreement. Significant uncertainty remains both as to that time period and as to the extent of those activities. As of June 30, 2018, the recorded reserves for expected costs of liquidation reflect estimated costs for a remaining liquidation period estimated to extend through June 2020, which was reduced by five months during the quarter ended June 30, 2018 from a remaining liquidation period previously estimated to extend through November 2020. The remaining liquidation period has been estimated predominately on a modified probability-weighted basis as permitted under U.S. GAAP and which the GUC Trust believes is the most appropriate measurement basis under the circumstances. Where an outcome is estimated to be likely, the likely outcome has been used as the best estimate and no weight has been given to the unlikely outcome. Beginning in the quarter ended December 31, 2016, the remaining liquidation period is dependent predominantly on the estimate of the remaining period of time for resolution of litigation involving certain General Motors vehicle recalls described in Part II, Item 1 (“Legal Proceedings”). During such quarter, developments in such vehicle recall litigation resulted in an extension in the estimated length of time for resolution of such litigation that now exceeds the estimate of the remaining period of time for resolution of the Term Loan Avoidance Action (which previously was the primary determinant). In addition, certain additional estimated time to wind down the GUC Trust following resolution of the litigation is included in the estimated liquidation period. Future developments in the General Motors vehicle recall litigation, as well as the Term Loan Avoidance Action, could extend the current estimate of such remaining period of time for resolution and, therefore, extend the estimated remaining liquidation period of the GUC Trust beyond June 2020. In addition, certain liquidation costs that are expected to be prepaid by the GUC Trust upon its dissolution have also been estimated and accrued. The GUC Trust’s estimates regarding the costs and remaining liquidation period may change in the near term, and such change may be material.

The following is a summary of the activity in the reserves for Residual Wind-Down Claims and Costs for the three months ended June 30, 2018 and 2017:

 

(in thousands)    2018      2017  

Balance, beginning of period

   $ 169      $ 966  

Plus net addition to reserves

     —          9  

Less claims allowed during the period

     —          (815
  

 

 

    

 

 

 

Balance, end of period

   $ 169      $ 160  
  

 

 

    

 

 

 

Residual Wind-Down Claims allowed during the three months ended June 30, 2017 primarily consisted of Avoidance Action Defense Costs. As described in Note 2, in April 2017, in relation to the Term Loan Avoidance Action, the GUC Trust entered into a letter agreement with the Administrative Agent. Such letter agreement provides that the GUC Trust’s obligation to pay Avoidance Action Defense Costs of the Administrative Agent is limited to an amount approximating the remaining designated Residual Wind-Down Assets. Such cap on Avoidance Action Defense Costs shall remain in place unless and until 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 Administrative Agent was oversecured with respect to the loan which is the subject of the Term Loan Avoidance Action, or otherwise contains a voluntary agreement with the GUC Trust with respect to payment of the Avoidance Action Defense Costs. At this time, the GUC Trust does not expect to incur additional Avoidance Action Defense Costs.