GM Bankruptcy: Case Study of Legal Information Systems

[NOTE: This post will be revised from time to time beginning June 1, 2009 and for the next few days.  On August 29, 2009, links were added to information about Old GM's new name, "Motors Liquidation Company", and about New GM's new name, "General Motors Company". On July 21-22, 2009, links were added to the House Judiciary Committee Commercial & Administrative Law Subcommittee hearing on Ramifications of Auto Industry Bankruptcies, video here, text of prepared testimony here and here. On July 6, 2009, links were added to Judge Gerber's decision and order approving the 363 sale in the cases, and to the Amended and Restated Master Sale and Purchase Agreement respecting the 363 sale which is linked here, as Appendix A of the order. On June 25, 2009, a link to the order granting DIP Financing Motion was added. On June 15, 2009, links respecting fee applications in the cases were added. On June 12, 2009, links to the House Commerce Committee hearing (audio and text of prepared testimony) on auto dealerships were added. On June 10, 2009, a link to the Senate Banking Committee hearing was added. On June 6, 2009, a link to GM-UAW documents was added. On June 2, 3, & 4, 2009 information about the plan of reorganization, creditors, equity holders, financials, the June 3 U.S. Senate hearing, & digital audio of Bankruptcy Court proceedings on PACER, was added.]

Because bankruptcy cases feature many interesting and little-studied information systems, this blog will discuss some of the major information systems utilized in the bankruptcy cases of the General Motors Corporation, now known as “Motors Liquidation Company”. Emphasis will be on publicly available systems. We’ll begin by identifying the basic entities, individuals, & information resources respecting the cases, and then identify the legal information systems pertaining to the cases. Here are the basic entities, individuals, & information resources respecting the cases:

• Debtor in Principal Case: General Motors Corporation, now known as “Motors Liquidation Company”. (This entity is informally known as “Old GM.” As of July 9, 2009, Old GM changed its name to “Motors Liquidation Company”. Here is a court filing declaring the name change (at p. 2), and here is a Website with information about the name change. As of July 10, 2009, per this notice, the case caption on court filings in the bankruptcy cases was changed to designate the debtor in the principal case as “Motors Liquidation Company”. In this blogpost, the terms “Motors Liquidation Company,” “General Motors Corporation,” “GM,” and “Old GM” all refer to the debtor in the principal case. As of July 10, 2009, the closing of the 363 sale, a new entity, officially named “General Motors Company” (formerly known as “NGMCO, Inc.” and “Vehicle Acquisition Holdings LLC” and informally referred to as “New GM”) acquired most of the assets of Old GM. New GM is not a debtor in these bankruptcy cases.
• Debtors & Case Numbers:
  • In re: General Motors Corporation, Case No. 09-50026-reg
  • In re: Chevrolet-Saturn of Harlem, Inc., Case No. 09-13558
  • In re: Saturn, LLC, Case No. 09-50027
  • In re: Saturn Distribution Corporation, Case No. 09-50028
• Filing Date: June 1, 2009
• Venue: United States Bankruptcy Court for the Southern District of New York (Bankr. S.D.N.Y.), http://www.nysb.uscourts.gov/
• Judge: Bankruptcy Judge Robert E. Gerber
• Petitions:
  • In re: General Motors Corporation, http://coop.nysb.uscourts.gov/pdf/09-50026_petition.pdf
  • In re: Chevrolet-Saturn of Harlem, Inc., http://coop.nysb.uscourts.gov/pdf/09-13558_petition.pdf
  • In re: Saturn, LLC, http://coop.nysb.uscourts.gov/pdf/09-50027_petition.pdf
  • In re: Saturn Distribution Corporation, http://coop.nysb.uscourts.gov/pdf/09-50028_petition.pdf
• Docket & Documents:
  • Free of Charge: http://www.gmcourtdocs.com, provided by the claims agent in the cases, The Garden City Group, Inc.
  • PACER (registration & fees required): https://ecf.nysb-mega.uscourts.gov/
    • Digital audio of proceedings in the cases is available on PACER (registration required) at the cost of $0.08 per audio file. HT Law Librarian Blog.
  • 363 Sale: On July 5, 2009, the Bankruptcy Court issued a decision and an order approving the sale, pursuant to section 363 of the U.S. Bankruptcy Code, of “the bulk of” the debtors’ assets to an entity called NGMCO, Inc., which is the successor in interest to an entity called Vehicle Acquisitions Holdings LLC. The Amended and Restated Master Sale and Purchase Agreement respecting the 363 sale is linked here, as Appendix A of the order.
  • Plan of Reorganization: The Debtors’ have not yet submitted their proposed Plan of Reorganization to the court. However, the Debtors’ preliminary ideas respecting the capital structure of the reorganized Debtors appear in this June 1, 2009 GM press release (scroll down to the “Capital Structure of the New GM” section).
• Debtors’ Counsel: Harvey R. Miller & Stephen Karotkin of Weil, Gotshal & Manges LLP
• Fee Applications by Professionals:
  • Fee applications filed by professionals employed in the cases are available on the claims agent’s docket page (search for: 327 ); initial applications by the debtors’ professionals were filed June 12, 2009.
  • Brian Baxter’s June 15, 2009 article in The American Lawyer summarizes the June 12, 2009 applications.
• Claims Agent: The Garden City Group, Inc.
• United States Trustee: Diana G. Adams
• Creditors:
  • Claims: eventually, but not yet, a database of claims filed in the cases will be available here.
  • Secured Creditors:
    • For now, the secured creditors can be identified from, among other documents, the DIP Financing Motion that the Debtors filed on the first day of the proceedings. Here is a Bloomberg news article summarizing the secured creditors’ information stated in the First Day Motions (scroll down to the “Government Loans” section).
    • Eventually, the secured creditors will be listed on Schedule D of the Debtors’ Schedules & Statements, when those schedules are filed with the Bankruptcy Court. Here is a blank Schedule D from the official Bankruptcy Forms Manual. (On June 1, 2009, Judge Gerber entered an order granting the Debtors a 45 day extension for filing their Schedules & Statements).
    • Prepetition Credit Facilities:
      • Revolving Secured Credit Facility Agreement, base agreement dated as of July 20, 2006; first amendment and consent dated as of February 11, 2009;
      • Term Loan Agreement, base agreement dated as of November 29, 2006 (see DIP Financing Motion at 17 n.5, 21-22; this agreement has not yet been located); first amendment dated as of March 4, 2009;
      • U.S. Treasury Loan & Security Agreement, base agreement dated as of December 31, 2008; amendment dated as of March 31, 2009; amendment number two dated as of April 22, 2009;
      • U.S. Treasury Loan & Security Agreement, base agreement dated as of January 16, 2009; equity pledge agreement dated as of January 16, 2009; consent number 1 dated as of January 29, 2009 (not located yet, but referred to in the amendment dated as of March 31, 2009); amendment dated as of March 31, 2009;
      • GE Fleet Services (GELCO) Loan & Security Agreement: base agreement dated as of October 2, 2006; first amendment dated as of September 27, 2007; second amendment dated as of November 29, 2007; third amendment dated as of February 17, 2009 (none of which has been located), see DIP Financing Motion at 17 n.6, 22-23;
      • Supplier Receivables Facility, dated as of April 3, 2009, see DIP Financing Motion at 26;
    • Postpetition Credit Facilities:
      • DIP Loan Agreement (scroll down; it’s an attachment to the DIP Financing Motion);
      • Order granting DIP Financing Motion.
  • Unsecured Creditors:
    • A list of the Debtors’ major unsecured creditors appears starting on page 6 of the GM petition.
    • When the Debtors file their Schedules & Statements, the list of unsecured creditors will appear on Schedules E & F. Details about the Schedules & Statements appear in sections B6 and B7 of the official Bankruptcy Forms Manual (scroll down).
    • Unsecured Creditors’ Committee: Here is a list of committee members. AmLaw Daily reports that Kramer Levin Naftalis & Frankel LLP has been appointed committee counsel.
    • Bondholders:
      • Many bondholders are represented by the successor indenture trustee, Wilmington Trust Company, which is represented in the cases by David M. Feldman and Matthew J. Williams of Gibson, Dunn & Crutcher LLP.
      • Some of the bondholders have formed the Informal Group of Holders of General Motors Unsecured Notes, represented by Andrew N. Rosenberg of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
    • UAW:
      • The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the United Auto Workers, or UAW) is represented in the bankruptcy cases by James L. Bromley of Cleary Gottlieb Steen & Hamilton LLP.
      • Here are GM-UAW documents pertaining to the cases, including the UAW Retiree Settlement Agreement and the Master Sale and Purchase Agreement.
      • In addition, the UAW is a party to two class action cases related to the bankruptcy cases, namely Int’l Union, UAW, et al. v. General Motors Corp., Civil Action No. 07-14074 (E.D. Mich.) and UAW et al. v. General Motors Corp., No. 05-CV-73991 (E.D. Mich.), respecting which the lawyers for the class representatives are Hanan B. Kolko, Edward J. LoBello, et al. of Meyer, Suozzi, English & Klein P.C.
    • United Steelworkers (USW): represented by David R. Jury, Associate General Counsel, USW.
    • U.S. Pension Benefit Guaranty Corporation (PBGC): represented by Michael A. Maricco et al. of the PBGC’s Office of the Chief Counsel.
    • Other Unofficial Committees: several other groups of unsecured creditors, including tort plaintiffs, retirees, and car dealers, have formed unofficial committees which have made appearances in the cases. For details, see the docket.
• Equity Holders: GM’s bankruptcy petition (Exhibit A at 2, which is page 19 of the entire petition document) lists State Street Bank & Trust Company as GM’s largest holder of voting equity, and the only holder of 5% or more of GM’s voting equity. State Street is represented in the cases by Scott K. Rutsky and Adam T. Berkowitz of Proskauer Rose LLP. To date no official or unofficial committee of equity holders appears to have been formed.
• Financial Information:
  • Some stakeholders in the cases receive financial information about the Debtors from financial consultants. Others can obtain a good deal of financial information about the Debtors from publicly available sources:
    • GM’s balance sheet and value of outstanding bonds appear in Exhibit A, page 18 of its petition.
    • Details about GM’s secured debt appear in this post under Secured Creditors, and in its DIP Financing Motion, and details about its bank accounts and cash management system appear in its Cash Management Motion.
    • More details on the Debtors’ finances appear in GM’s SEC filings, especially its latest 10-Q report and 10-K report.
    • GM provides much financial information, including share price (once its shares resume trading; trading in GM shares on the NYSE has been suspended), on its investors page.
    • Bond prices and yields are reported in various financial sources, including the Wall Street Journal’s Corporate Bonds page (look under “High-Yield”). Other information on trading in GM’s debt can be found on the Wall Street Journal’s bonds page, scroll down to “Complete Bonds, Rates & Credit Markets Data”.
    • For pricing of GM’s loans (so-called “leveraged loans”), see the Wall Street Journal’s Syndicated Loan table.
    • When the Debtors finally file their Statement of Financial Affairs (SOFA), the Summary of Schedules and the SOFA will be valuable resources aggregating key financial information about the debtors. Details about the Schedules & Statements appear in sections B6 and B7 of the official Bankruptcy Forms Manual (scroll down).
• Press Releases & Contact Information:
  • Debtor’s Press Releases: U.S.: http://media.gm.com/ and http://www.gm.com/corporate/investor_information/cal_events/; Europe: http://media.gm.com/eur/gm/en/
  • Initial Press Conference:: General Motors President and CEO, Fritz Henderson, hosted a press conference on Monday, June 1, 2009, at 12:15 p.m. ET. A transcript appears here. According to GM, a webcast of the press conference is available here through June 30, 2009.
  • Debtor’s Frequently Asked Questions (FAQ) Pages: http://www.gm.com/restructuring/
  • Contacts for Information Directed to Creditors (including Suppliers), Shareholders, or Customers, or Directed to Those Seeking Claims Information: http://www.gmcourtdocs.com/info.php3 (scroll down)
• U.S. Government Statements, Documents, & Events:
  • U.S. House Judiciary Committee Commercial & Administrative Law Subcommittee, July 21-22, 2009 hearing on Ramifications of Auto Industry Bankruptcies, video here, text of prepared testimony here and here.
  • U.S. House Energy & Commerce Committee, Oversight & Investigations Subcomittee Hearing, June 12, 2009, audio here, and text of prepared testimony here .
  • U.S. Senate Banking Committee Hearing, June 10, 2009
  • U.S. Senate Commerce Committee Hearing, June 3, 2009
  • President Obama’s June 1, 2009 Statement (via MSNBC)
  • Fact Sheet: Obama Administration Auto Restructuring Initiative, General Motors Restructuring

Tags: 363 sales in bankruptcy, Bankruptcy, Bankruptcy fees, Bankruptcy lawyers' fees, Claims agent's Website, General Motors bankruptcy, General Motors Corporation, General Motors Corporation bankruptcy, GM bankruptcy, Motors Liquidation Company