8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2020

Motors Liquidation Company GUC Trust

(Exact Name of Registrant as Specified in its charter)

Delaware	1-43	45-6194071
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
c/o Wilmington Trust Company, as trust administrator and trustee Attn: David A. Vanaskey Jr. Administrative Vice President Rodney Square North 1100 North Market Street Wilmington, Delaware		19890-1615
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 636-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, including in its Quarterly Report on Form 10-Q for the nine months ended December 31, 2019, the Motors Liquidation Company GUC Trust (the “GUC Trust”) is involved in litigation concerning purported economic losses (the “Economic Loss Plaintiffs”), personal injuries and/or death (the “PIWD Plaintiffs”) suffered by certain lessees and owners of vehicles manufactured by General Motors Corporation (“Old GM”) prior to the sale of substantially all the assets of Old GM to NGMCO, Inc., n/k/a General Motors LLC (“New GM”). Certain of the Economic Loss and PIWD Plaintiffs have filed lawsuits against New GM, have filed motions seeking authority from the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) to file claims against the GUC Trust (the “Late Claims Motions”), and/or are members of a putative class covered by those actions.

As previously disclosed on a Current Report on Form 8-K filed by the GUC Trust on March 27, 2020 (the “Economic Loss Settlement 8-K”), the GUC Trust, New GM and the Economic Loss Plaintiffs asserting economic loss claims on a class wide basis against both the GUC Trust and New GM executed a Settlement Agreement dated as of March 27, 2020 (the “Settlement Agreement”) to, among other things, resolve the Late Claims Motions filed by the Economic Loss Plaintiffs. On March 27, 2020, the GUC Trust filed a motion with the Bankruptcy Court seeking, among other things, approval of the Settlement Agreement (the “Settlement Approval Motion”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Settlement Agreement, a copy of which is filed with the Settlement Approval Motion as Exhibit 10.1 of the Economic Loss Settlement 8-K.

On April 23, 2020, the Bankruptcy Court issued an order (the “Settlement Approval Order”) granting the Settlement Approval Motion and approving the GUC Trust’s entry into the Settlement Agreement. The Settlement Approval Order is filed as Exhibit 99.2 to this Current Report on Form 8-K.  The Settlement Agreement provides for, among other things: (i) the GUC Trust shall be entitled to make a $300M Excess Distribution to Unitholders upon the entry of the order approving the Settlement Approval Motion; (ii) reciprocal releases between New GM and the GUC Trust whereby the GUC Trust will also release New GM from any potential liability under the Adjustment Shares provision in the Sale Agreement; (iii) preliminary and final approval of the class settlement between New GM, Signatory Plaintiffs and the GUC Trust shall be sought, and upon preliminary approval of the class settlement the GUC Trust shall pay $2M towards class noticing costs and upon final approval of the class settlement the GUC Trust shall pay $48M in consideration for a full release from class members for any claims relating to the Late Claims Motions.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to the Economic Loss Settlement 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Settlement Approval Motion and Settlement Agreement (incorporated herein by reference to Exhibit 10.1 to the Motors Liquidation Company GUC Trust Current Report on Form 8-K filed on March 27, 2020)
99.2	Settlement Approval Order

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOTORS LIQUIDATION COMPANY GUC TRUST By: Wilmington Trust Company, not in its individual capacity, but solely in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust
Date: April 24, 2020
	By:	/s/ David A. Vanaskey Jr.
	Name:	David A. Vanaskey Jr.
	Title:	Administrative Vice President of Wilmington Trust Company

EX-99.2

Exhibit 99.2

UNITED STATE BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

  In re:   MOTORS LIQUIDATION COMPANY, et al.,
f/k/a General Motors Corp., et al.   Debtors.       Chapter 11   Case. No. 09-50026 (MG)   (Jointly Administered)

ORDER (I) APPROVING THE GUC TRUST ADMINISTRATOR’S ACTIONS; (II) APPROVING THE SETTLEMENT AGREEMENT AND THE RELEASE AGREEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 9019; AND (III) AUTHORIZING

THE REALLOCATION OF GUC TRUST ASSETS

Uponthemotion(the“Motion”)of the MotorsLiquidationCompany GUC Trust (the “GUC Trust”) pursuant to Bankruptcy Code sections 105(a), 363, and 1142 and Bankruptcy Rule 9019 forapprovalofthesettlement agreement (the“SettlementAgreement”)dated as of March 27, 2020, entered into among the GUC Trust, New GM,¹ and the Plaintiffs and Plaintiffs’ Class Counsel (eacha“Party,”andcollectively,the“Parties”) and the Release Agreement (attached as Exhibit 8 to the Settlement Agreement) among the GUC Trust and New GM (the “Release Agreement”) dated as of March 27, 2020;and the Court having jurisdiction to consider the Motion and the relief requestedthereininaccordancewith28U.S.C.§§157and1334;andconsiderationoftheMotion andthereliefrequestedthereinbeingacoreproceedingpursuantto28U.S.C.§157(b);andvenue being proper before this Court pursuant to 28 U.S.C. § 1409; and upon consideration of the DeclarationofLayn R. Phillips, the MDL Court-Appointed Economic Loss Settlement Mediator;anddueandpropernoticeofthe Motion havingbeengiven,andnootherorfurthernoticebeing

¹  Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion or the Settlement Agreement, as applicable.

necessary;andtheCourthaving reviewed the Motion, Settlement Agreement, Release Agreement and the other documents filed in connection therewith; and the Court having held a hearing on April 23, 2020 (the “Hearing”); and after due deliberation and for good causeshown,

THE COURT FINDS:²

A. The legal and factual bases set forth in the Motion establish just and sufficient cause to grant the relief requested therein.

B. The Settlement Agreement was negotiated by the Parties in good faith and at arms’ length.

C. The Release Agreement was negotiated by the GUC Trust and New GM in good faith and at arm’s length.  

D. The Settlement Agreement and the Release Agreement and the actions contemplated thereby, including the releases given therein, meet the applicable legal standards for the approval of a compromise and settlement by a debtor in bankruptcy, and are reasonable, fair, and equitable and supported by adequate consideration.  The Court, however, does not express an opinion with respect to whether the Settlement Agreement may be approved by Federal Rule of Civil Procedure 23, which is a matter left to the MDL Court.

E. The immediate distribution of $300,000,000.00 to Unitholders, granting the GUC Trust Release to New GM (including the termination of the right to seek the Adjustment Shares) as set forth in the Settlement Agreement and the Release Agreement, and the reallocation of $50,000,000.00 of GUC Trust Assets to fund $2,000,000.00 in Settlement Implementation Expenses and the GUC Trust’s $48,000,000.00 payment into the Common Fund to be established

²  The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052. To the extent that any of the findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such.

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as a Qualified Settlement Fund, coupled with entry into the Settlement Agreement itself, are an appropriate exercise of the GUC Trust Administrator’s rights, powers and privileges.  

F. The Settlement Agreement and the Release Agreement, and theactions contemplated thereby, including the releases given therein, are in the best interests of the beneficiaries of the GUC Trust.

G. The $300,000,000.00 distribution to the Unitholders provided for in the Settlement Agreement and authorized below resolves the GUC Trust Excess Distribution Motion [ECF No. 14565].

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTEDasset forth herein.

2. Without expressing any opinion with respect to whether the Settlement Agreement may be approved pursuant to Federal Rule of Civil Procedure 23, which is a matter left to the jurisdiction of the MDL Court, the Settlement Agreement and the Release Agreement are APPROVED pursuant to Bankruptcy Rule 9019 and Bankruptcy Code Sections 105(a), 363 and 1142, and the GUC Trust is authorized to enter into the Settlement Agreement and the Release Agreement.

3. The objections filed by (i) the Motors Liquidation Company Avoidance Action Trust (the “AAT”) [ECF No. 14708] and (ii) the United States of America and Export Development Canada, as DIP Lenders [ECF No. 14714], are withdrawn pursuant to the terms described on the record at the Hearing and as set forth in the joint letter dated April 22, 2020 and filed on the docket.  Any and all other objections to the Motion and/or the relief requested therein that have not been withdrawn, waived or settled, and all reservations of rights included therein, are hereby overruled on the merits.  The objections filed by Plaintiffs and New GM to the AAT’s motion for

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approval of its distribution plan [ECF No. 14552] are withdrawn pursuant to the terms described on the record at the Hearing and as set forth in the joint letter dated April 22, 2020.

4. The Parties and the AAT shall file an amended Settlement Agreement (the “Amended Settlement Agreement”), no later than May 1, 2020, which, in consideration for the AAT’s agreement, subject to this Court’s approval, to contribute $2.2 million to the Common Fund (as defined in the Settlement Agreement), shall include a provision releasing all potential claims against Old GM, the Old GM bankruptcy estate and the AAT.  For the avoidance of doubt, any provisions in the Settlement Agreement preserving claims against Old GM, the Old GM bankruptcy estate and the AAT, including but not limited to paragraphs 142 and 143, are not approved.  

5. The AAT shall seek approval of its entry into the Amended Settlement Agreement pursuant to a separate motion pursuant to Bankruptcy Rule 9019 and Bankruptcy Code Sections 105(a), 363, and 1142 by no later than May 1, 2020, and nothing in this Order shall constitute approval of the AAT’s entry into the Settlement Agreement or Amended Settlement Agreement.  

6. The GUC Trust is authorized to take all necessary steps pursuant to the terms and conditions of the Settlement Agreement and the Release Agreement to effectuate the Settlement Agreement and the Release Agreement, including without limitation: (i) the GUC Trust’s execution, delivery and performance of the Settlement Agreement and the Release Agreement are hereby approved; (ii) the GUC Trust’s distribution of $300,000,000.00 to the Unitholders is hereby authorized; (iii) the granting of the releases and covenants not to sue incorporated in the Settlement Agreement and the Release Agreement are hereby approved; and (iv) the reallocation of $50,000,000.00 in GUC Trust Assets to fund $2,000,000.00 in Settlement Implementation

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Expenses upon the MDL Court’s order preliminarily approving the Settlement Agreement and the GUC Trust’s $48,000,000.00 payment into the Common Fund to be established as a Qualified Settlement Fund is hereby approved, provided, however, that the GUC Trust shall not pay $2,000,000.00 for Settlement Implementation Expenses and $48,000,000.00 into the Common Fund to be established as a Qualified Settlement Fund until the conditions specified by the Settlement Agreement are met.

7. The GUC Trust is authorized to take all necessary steps to enter into and effectuate the Amended Settlement Agreement without seeking any further orders or approvals from the Court.

8. Pursuant to Section 8.1(e) of the GUC Trust Agreement, the GUC Trust is authorized to take the actions set forth in the Settlement Agreement to effectuate the Settlement.  

9. Immediately and automatically upon the Excess Distribution Date, pursuant to the terms of the Settlement Agreement and the Release Agreement, the GUC Trust shall be deemed to have (i) released all claims, rights, and interests in the Adjustment Shares and, as a result, New GM shall have no further obligation to issue the Adjustment Shares under any circumstance; and (ii) waived any and all rights to seek a Claims Estimation Order in the Bankruptcy Court or in any other court of competent jurisdiction, or otherwise seek any order that would directly or indirectly require New GM to issue any Adjustment Shares, regardless of (a) the aggregate amount of allowed general unsecured claims, whether estimated or otherwise determined, asserted or allowed in any court, including the Bankruptcy Court, and (b) any provision to the contrary in the Sale Agreement, the GUC Trust Agreement, the Letter Regarding Adjustment Shares, the Old GM Plan or any other agreement.  

10. As evidenced by the affidavits of service filed with this Court, and in accordance

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with the procedures described in the Motion, notice has been given and a reasonable opportunity to object or be heard with respect to the Motion and the relief requested therein has been provided in accordance with the Court-approved notice procedures, and notice has also been provided to any other required notice party under Section 6.1(b)(iv) of the GUC Trust Agreement, and the notice was good, sufficient and appropriate in light of the circumstances and the nature of the relief requested, and no other or further notice is or shall be required.

11. The Provisions of this Order relating to the Release Agreement and the $300,000,000.00 distribution to GUC Trust Unitholders are non-severable and mutually dependent, and shall remain binding, effective, and enforceable regardless of whether the Preliminary Approval Order is entered, the Final Order is entered, the Final Effective Date occurs, or the Settlement Agreement is hereafter terminated.  

12. Upon entry of this Order, and until the earlier to occur of (a) the occurrence of the Final Effective Date and (b) the termination of the Settlement Agreement pursuant to its terms, all Persons shall be, and hereby are, stayed from commencing or pursuing any litigation in the Bankruptcy Court arising out of, in connection with, or related to the Settlement Agreement.

13. Upon entry of this Order, all Persons shall be permanently barred, enjoined and restrained from contesting or disputing the Excess Distribution, the reallocation of $50,000,000.00 of GUC Trust Assets or the Release Agreement.

14. The failure to specifically include any particular provision of the Settlement Agreement or the Release Agreement in this Order shall not diminish or impair the effectiveness of such provision, it being the intent of this Court that the Settlement Agreement and the Release Agreement, and all actions required for implementation of the Settlement Agreement and the Release Agreement, be approved in their entirety.

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15. For the avoidance of doubt, nothing in this Order shall preclude claims by the Parties to the Settlement Agreement and the Parties to the Release Agreement to enforce any obligations created therein.

16. This Order is a final order within the meaning of 28 U.S.C. § 158(a), as it fully and finally resolves the Motion and the GUC Trust Excess Distribution Motion.

17. This Order shall be immediately effective and enforceable upon entry.

18. The Court shall retain jurisdiction to hear and determine any and all matters concerning this Order.

Dated:April 23, 2020 New York, New York _____Martin Glenn__________ THE HONORABLE MARTIN GLENN UNITED STATES BANKRUPTCY JUDGE

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