Motors Liquidation Company
Encyclopedia
Motors Liquidation Company (MLC), formerly MTLQQ on OTC Pink, was the company left to settle past liability claims from General Motors Chapter 11 reorganization
General Motors Chapter 11 reorganization
The General Motors Chapter 11 sale of the assets of automobile manufacturer General Motors and some of its subsidiaries was implemented through section 363 of Chapter 11, Title 11, United States Code in the United States Bankruptcy Court for the Southern District of New York...

. It exited bankruptcy on 31 March 2011 only to be carved into four trusts; the first to settle the claims of unsecured creditors, the second to handle environmental response for MLC's remaining assets, a third to.handle present and future asbestos-related claims, and a fourth, and final, for litigation claims.
Motors Liquidation Company announced on July 10, 2009, in relation to its equity and debt investors:
Motors Liquidation Company's stock symbol was changed from GMGMQ to MTLQQ, effective July 15, 2009.

Bankruptcy filing

On the morning of 1 June 2009, Chevrolet-Saturn of Harlem
Harlem
Harlem is a neighborhood in the New York City borough of Manhattan, which since the 1920s has been a major African-American residential, cultural and business center. Originally a Dutch village, formally organized in 1658, it is named after the city of Haarlem in the Netherlands...

, a dealership in Manhattan
Manhattan
Manhattan is the oldest and the most densely populated of the five boroughs of New York City. Located primarily on the island of Manhattan at the mouth of the Hudson River, the boundaries of the borough are identical to those of New York County, an original county of the state of New York...

 that is owned by GM itself, filed for bankruptcy protection there, followed in the same court by General Motors Corporation (the main GM in Detroit), GM's subsidiary Saturn LLC, and Saturn LLC's subsidiary Saturn Distribution Corporation. All cases were assigned to Judge Robert Gerber
Robert Gerber
Robert Gerber is the United States Bankruptcy Court Judge from the Southern District of New York, presiding over the General Motors bankruptcy of June 2009...

.

The filing by the dealership declared General Motors to be a debtor in possession
Debtor in possession
A debtor in possession in United States bankruptcy law is a person or corporation who has filed a bankruptcy petition, but remains in possession of property upon which a creditor has a lien or similar security interest...

. The dealership's filing allowed General Motors to file its own bankruptcy petition in the Southern District court of Manhattan, New York, its preferred court. Normally for such cases, the company would have filed in the courts located in the state(s) where the company is incorporated, or where it conducts operations, which for Detroit-headquartered General Motors would have been the courts in Michigan
Michigan
Michigan is a U.S. state located in the Great Lakes Region of the United States of America. The name Michigan is the French form of the Ojibwa word mishigamaa, meaning "large water" or "large lake"....

 or Delaware
Delaware
Delaware is a U.S. state located on the Atlantic Coast in the Mid-Atlantic region of the United States. It is bordered to the south and west by Maryland, and to the north by Pennsylvania...

, where it is incorporated. General Motors' attorneys, however, preferred to file in the federal courts in New York, because those courts have a reputation for expertise in bankruptcy.
In a press conference that began four hours and eighteen minutes after the filing, the GM Chief Executive Officer, Fritz Henderson, stressed that he intended for the bankruptcy process to move quickly.
In addition to Mr Henderson's press conference, President of the United States
President of the United States
The President of the United States of America is the head of state and head of government of the United States. The president leads the executive branch of the federal government and is the commander-in-chief of the United States Armed Forces....

 Barack Obama
Barack Obama
Barack Hussein Obama II is the 44th and current President of the United States. He is the first African American to hold the office. Obama previously served as a United States Senator from Illinois, from January 2005 until he resigned following his victory in the 2008 presidential election.Born in...

 made a speech from the White House
White House
The White House is the official residence and principal workplace of the president of the United States. Located at 1600 Pennsylvania Avenue NW in Washington, D.C., the house was designed by Irish-born James Hoban, and built between 1792 and 1800 of white-painted Aquia sandstone in the Neoclassical...

 four hours three minutes after the court filing.

Obligation to privately-owned individual franchise dealerships

Prior to General Motors bankruptcy
Bankruptcy
Bankruptcy is a legal status of an insolvent person or an organisation, that is, one that cannot repay the debts owed to creditors. In most jurisdictions bankruptcy is imposed by a court order, often initiated by the debtor....

 filing, US state law governed the minimum required distance between same-franchise dealers; known as the six-mile rule. The six-mile rule prohibits same-franchise dealers from locating within six miles of each other. In 2001 General Motors formally declared Project 2000 would be implemented as part of a brand-channeling strategy designed to consolidate its network of privately owned individual franchise
Franchising
Franchising is the practice of using another firm's successful business model. The word 'franchise' is of anglo-French derivation - from franc- meaning free, and is used both as a noun and as a verb....

 dealerships and reduce the number of locations from 7,300 to 3,800. Project 2000 served as the primary mechanism for combining single-point Buick-Pontiac-GMC dealer locations together forming a single corporate brand division (BPG). Project 2000 also targeted single-point Cadillac-Hummer-Saab dealer locations and allowed single-point Chevrolet and Saturn dealer locations to stand on their own. Project 2000 calculated the fair market value
Fair market value
Fair market value is an estimate of the market value of a property, based on what a knowledgeable, willing, and unpressured buyer would probably pay to a knowledgeable, willing, and unpressured seller in the market. An estimate of fair market value may be founded either on precedent or...

 for each individually owned dealer franchise to be $3,000 per vehicle based on total volume from any one of the previous three years. Upon agreement of a fair market value, dealers with interest in selling their franchise rights were free to negotiate with each other, and ultimately execute a buy-sell agreement which contained mutually agreed upon terms and conditions required to legally sell and transfer franchise property
Property
Property is any physical or intangible entity that is owned by a person or jointly by a group of people or a legal entity like a corporation...

 and ownership
Ownership
Ownership is the state or fact of exclusive rights and control over property, which may be an object, land/real estate or intellectual property. Ownership involves multiple rights, collectively referred to as title, which may be separated and held by different parties. The concept of ownership has...

 rights
Rights
Rights are legal, social, or ethical principles of freedom or entitlement; that is, rights are the fundamental normative rules about what is allowed of people or owed to people, according to some legal system, social convention, or ethical theory...

. Section 363 of the Federal Bankruptcy Code expedited General Motors Project 2000 efforts to reduce its dealer network and circumvent state and federal criminal laws prohibiting the illegal sale of property, or transfer of ownership by an unauthorized party. Thousands of family-owned, [profitable], well-capitalized dealerships were forced to forfeit their franchise rights to a neighboring dealer-competitor selected by General Motors. Compensation has not yet been awarded in cases where individual dealer franchise property and ownership rights were transferred for the purpose of granting such rights to a nearby dealer selected by General Motors. In addition to reports of fraud
Fraud
In criminal law, a fraud is an intentional deception made for personal gain or to damage another individual; the related adjective is fraudulent. The specific legal definition varies by legal jurisdiction. Fraud is a crime, and also a civil law violation...

 and theft
Theft
In common usage, theft is the illegal taking of another person's property without that person's permission or consent. The word is also used as an informal shorthand term for some crimes against property, such as burglary, embezzlement, larceny, looting, robbery, shoplifting and fraud...

 filed with the police, GM dealers joined to from the Committee to Restore Dealer Rights http://www.hometownautodealers.org. The committee to restore dealer rights is responsible for helping draft HR 2743, which asserts the action taken by General Motors to consolidate its dealer network by transferring individual dealer franchise ownership and property without compensation was illegal. As of February 22, 2010, HR 2743 remains in committee.

Court schedule and motions

The General Motors bankruptcy case is formally entitled In re
In re
In re, Latin for "in the matter [of]", is a term with several different, but related meanings.In correspondence, the phrase in re: refers to the subject of a letter, memorandum, or electronic mail message...

 General Motors Corp.
, and is case number 09-50026 in the Southern District, Manhattan, New York.
General Motors is represented by the New York specialist law firm Weil, Gotshal & Manges. The United States Treasury and an ad hoc group of the bondholders of General Motors Corporation are also represented in court.

One of the first motions filed in court was one to void the leases on the seven corporate jets, and corporate aircraft hangar at Detroit Metropolitan Wayne County Airport, for being no longer valuable to the company's business — a lease that the company had, according to its spokesman, found itself unable to escape in 2008 when it had tried to.

On June 1, 2009, the court gave interim approval to GM's request to borrow US$ 15 billion as debtor-in-possession funding, the company only having US$ 2 billion cash in hand. The United States Treasury argued in court that it was the only source of such debtor in possession funding, and that without the money from the loan General Motors would have no option but liquidation
Liquidation
In law, liquidation is the process by which a company is brought to an end, and the assets and property of the company redistributed. Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation...

. Other motions in the first-day hearing included motions to approve payments to key suppliers and to employees and distributors who are in possession of goods manufactured for General Motors. All motions passed in court without substantial objection.

The case schedule laid out by the court is as follows:
  • June 19, 2009: Deadline for filing all objections to the sale of General Motors.
  • June 22, 2009: Deadline for making competing bids in the auction of General Motors' assets.
  • June 25, 2009: Final hearing on the bankruptcy loan.
  • July 10, 2009: Deadline for completion of the sale, requested by the U.S. Treasury and General Motors.

Sale of good assets to New GM

The plan for General Motors' bankruptcy is to auction off the company's assets in a section 363 sale.
Because the price that these assets are expected to sell for is very high, there is expected to be only one bidder in the auction, a new company NGMCO Inc. This company is formed by the United States government with a 60% stake, the federal government of Canada
Government of Canada
The Government of Canada, formally Her Majesty's Government, is the system whereby the federation of Canada is administered by a common authority; in Canadian English, the term can mean either the collective set of institutions or specifically the Queen-in-Council...

 and provincial government of Ontario
Government of Ontario
The Government of Ontario refers to the provincial government of the province of Ontario, Canada. Its powers and structure are set out in the Constitution Act, 1867....

 with a 12% stake, the United
United Auto Workers
The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, better known as the United Auto Workers , is a labor union which represents workers in the United States and Puerto Rico, and formerly in Canada. Founded as part of the Congress of Industrial...

 and Canadian Auto Workers
Canadian Auto Workers
The Canadian Auto Workers is one of Canada's largest and highest profile social unions. While rooted in Ontario's large auto plants of Windsor, Brampton, Oakville, St...

 unions with a 17.5% stake, and the unsecured bondholders of General Motors with a 10% stake. The selling company is called Motors Liquidation Company.

A creditor meeting, at the New York Hilton, held by the United States Trustee Program
United States Trustee Program
The United States Trustee Program is an agency of the United States Department of Justice that is responsible for overseeing the administration of bankruptcy cases and private trustees. The applicable federal law is found at 28 U.S.C. § 586 and 11 U.S.C. , et seq.In addition to the twenty-one...

, was scheduled for June 3, 2009.

Hummer collapse

On June 1, 2009, GM announced that the Hummer
Hummer
Hummer was a brand of trucks and SUVs, first marketed in 1992 when AM General began selling a civilian version of the M998 Humvee. In 1998, General Motors purchased the brand name and marketed three vehicles: the original Hummer H1, based on the Humvee; and the H2 and H3 models that were...

 brand would be discontinued. The following day GM announced that it had reached a deal to sell the brand to an undisclosed buyer. Later, on June 2, 2009 the buyer was disclosed to be China-based Sichuan Tengzhong Heavy Industrial Machinery Company
Sichuan Tengzhong Heavy Industrial Machinery Company
Sichuan Tengzhong Heavy Industrial Machinery Company Ltd , usually shortened to ) is based in Chengdu, China. Sichuan Tengzhong is a privately owned company known for making a wide range of road equipment, such as bridge piers, highway construction and maintenance machinery...

 Ltd.
Sichuan Tengzhong itself confirmed the deal on their website the same day.
The proposed transaction was scheduled to close in the third quarter of 2009, subject to customary closing conditions and regulatory approvals; financial terms of the agreement were not disclosed.
Credit Suisse was acting as exclusive financial advisor and Shearman & Sterling
Shearman & Sterling
Shearman & Sterling LLP is a law firm headquartered in New York City with 20 offices located in major financial centers around the world founded in 1873. It is well known for both its litigation and transactional capabilities, especially in International Arbitration, Capital Markets, Finance, and...

 was acting as international legal counsel to Tengzhong on this transaction. Citi acted as financial advisor to GM.

Chinese regulators refused to allow for the purchase of the brand and GM decided on February 24, 2010 to retire the brand. Despite the failed sale, GM discussed entertaining interest in part of the Hummer brand, subsequently made no effort in that direction, leaving Hummer to close.

Failed sale of Saturn

On June 5, 2009, GM announced that the Saturn brand would be sold to the Penske Automotive Group
Penske Automotive Group
Penske Automotive Group , headquartered in Bloomfield Hills, Michigan, is the world's second largest automotive dealership group.PAG operates 327 retail automotive franchises, representing 42 different brands, and 26 collision repair centers. PAG is a member of the Fortune 500 and Russell 2000, and...

. Penske is a Fortune 500
Fortune 500
The Fortune 500 is an annual list compiled and published by Fortune magazine that ranks the top 500 U.S. closely held and public corporations as ranked by their gross revenue after adjustments made by Fortune to exclude the impact of excise taxes companies collect. The list includes publicly and...

 American company operated by Indy 500 racing legend Roger Penske
Roger Penske
Roger S. Penske is the owner of the automobile racing team Penske Racing, the Penske Corporation, and other automotive related businesses. A winning racer in the late 1950s, Penske was named 1961's Sports Car Club of America Driver of the Year by Sports Illustrated...

. GM would continue building the Aura
Saturn Aura
The Saturn Aura is a mid-size car produced under the Saturn brand of American automaker General Motors. It debuted as a concept car at the North American International Auto Show in January 2005. The production model of the Aura was shown at the 2006 New York Auto Show in April, with production...

, Outlook
Saturn Outlook
The Saturn Outlook is a crossover SUV that debuted at the New York International Auto Show, and is based on the new GM Lambda platform, which it shares with the Buick Enclave, Chevrolet Traverse and GMC Acadia...

 and Vue
Saturn VUE
The Saturn Vue is a compact crossover SUV that was sold by General Motors' Saturn marque, and at one time was Saturn's best-selling model. It was the first vehicle to use the GM Theta platform when it was introduced in 2002. A second generation model was launched in 2007 for the 2008 model as a...

 for Penske for two years. However, the Penske deal failed and now the Saturn division is defunct.

Sale of Saab to Spyker Cars

On June 16, 2009, it was announced that Koenigsegg
Koenigsegg
Koenigsegg Automotive AB is a Swedish manufacturer of high-performance sports cars based in Ängelholm.-Company:The company was founded in 1994 in Sweden by Christian von Koenigsegg, with the intention of producing a world-class supercar...

 and a group of Norwegian investors plan to acquire the Saab
Saab Automobile
Saab Automobile AB, better known as Saab , is a Swedish car manufacturer owned by Dutch automobile manufacturer Swedish Automobile NV, formerly Spyker Cars NV. It is the exclusive automobile Royal Warrant holder as appointed by the King of Sweden...

 brand from General Motors
General Motors
General Motors Company , commonly known as GM, formerly incorporated as General Motors Corporation, is an American multinational automotive corporation headquartered in Detroit, Michigan and the world's second-largest automaker in 2010...

. GM will continue to supply architecture and powertrain technology for an unspecified amount of time. It also becomes the last brand/subsidiary from GM to be sold (Hummer
Hummer
Hummer was a brand of trucks and SUVs, first marketed in 1992 when AM General began selling a civilian version of the M998 Humvee. In 1998, General Motors purchased the brand name and marketed three vehicles: the original Hummer H1, based on the Humvee; and the H2 and H3 models that were...

 was first, followed by Saturn). The deal failed on November 24, 2009. GM, however, requested Spyker Cars
Spyker Cars
Spyker Cars is a Dutch sports car marque. The modern Spyker Cars only has the legal right to the brand name. The company's motto is "Nulla tenaci invia est via", which is Latin for "For the tenacious, no road is impassable". The marque's logo displays the piston engine of an airplane, a reference...

 to acquire Saab from MLC a few weeks later. But however, MLC announced it would close Saab on December 19, 2009, although this plan was later reversed. Motors Liquidation Company had until January 7, 2010 for the deadline of the revised bid. The sale of Saab to Spyker was approved on January 26, 2010, and completed on February 23, 2010.

Sale of most assets to New GM

On July 10, 2009, the purchase of the ongoing operational assets and trade name of "old GM" was completed and the purchasing entity, "NGMCO Inc", changed its name to "General Motors Company LLC" after the purchase,
.The new GM aims for an IPO in 2010.

Successful units transferred from MLC to GM

  • Buick
    Buick
    Buick is a premium brand of General Motors . Buick models are sold in the United States, Canada, Mexico, China, Taiwan, and Israel, with China being its largest market. Buick holds the distinction as the oldest active American make...

  • Cadillac
    Cadillac
    Cadillac is an American luxury vehicle marque owned by General Motors . Cadillac vehicles are sold in over 50 countries and territories, but mostly in North America. Cadillac is currently the second oldest American automobile manufacturer behind fellow GM marque Buick and is among the oldest...

  • Chevrolet
    Chevrolet
    Chevrolet , also known as Chevy , is a brand of vehicle produced by General Motors Company . Founded by Louis Chevrolet and ousted GM founder William C. Durant on November 3, 1911, General Motors acquired Chevrolet in 1918...

  • GMC
  • Holden
    Holden
    GM Holden Ltd is an automaker that operates in Australia, based in Port Melbourne, Victoria. The company was founded in 1856 as a saddlery manufacturer. In 1908 it moved into the automotive field, before becoming a subsidiary of the U.S.-based General Motors in 1931...

    • Holden Special Vehicles
      Holden Special Vehicles
      Holden Special Vehicles is the officially designated performance vehicle partner of Australian automobile manufacturer Holden. Established in 1987 and based in Clayton, Victoria, the company modifies Holden models such as the Commodore, Caprice and Ute and markets them under the HSV brandname.-...

  • GM Daewoo
    GM Daewoo
    GM Korea Company is South Korea's second largest automobile manufacturer and is a division of the General Motors Company. GM Korea's roots go back to the former Daewoo which was split from its parent company, Daewoo Group, in 2001...

  • Adam Opel GmbH
  • SAIC-GM-Wuling Automobile
    SAIC-GM-Wuling Automobile
    SAIC-GM-Wuling Automobile is a joint venture between General Motors and Shanghai Automotive Industry Corporation of China and Liuzhou Wuling Motors Co., Ltd...

     - Chinese joint venture with GM
  • Vauxhall Motors
    Vauxhall Motors
    Vauxhall Motors is a British automotive company owned by General Motors and headquartered in Luton. It was founded in 1857 as a pump and marine engine manufacturer, began manufacturing cars in 1903 and was acquired by GM in 1925. It has been the second-largest selling car brand in the UK for...



Pontiac
Pontiac
Pontiac was an automobile brand that was established in 1926 as a companion make for General Motors' Oakland. Quickly overtaking its parent in popularity, it supplanted the Oakland brand entirely by 1933 and, for most of its life, became a companion make for Chevrolet. Pontiac was sold in the...

remained with GM into the new GM, but it will be phased out at the end of 2010 (2011 in Canada).

External links

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