Legal Considerations for Investors In and Around the General Motors Bankruptcy, And Similar Distressed Situations Involving Politically Important Stakeholders
Hedge Fund Law Report
On June 1, 2009, troubled automaker General Motors filed for Chapter 11 bankruptcy protection, leaving many lenders – both secured and unsecured – uncertain about how the bankruptcy process will play out, especially in light of the contentious negotiations leading up to and during the Chapter 11 filing by rival automaker Chrysler last month. GM’s bankruptcy advisers announced that the automaker would be divided into two entities – the “new GM” and the “old GM.” The latter will house the excess plants and equipment that will eventually be sold off. The “new GM” will be a nationalized entity. The automaker would then sell the bulk of its assets to a new company, called Vehicle Acquisitions Holding LLC. The U.S. government has agreed to provide GM with $30 billion in aid, in addition to the $20 billion the car company already has borrowed from the government, to see it through its restructuring and exit from bankruptcy. The U.S. government will own a 60 percent equity stake in the new company. In addition, the Canadian government will put in $9.5 billion for a 12 percent stake. A majority of the unsecured bondholders in the company have agreed to swap their debt for a 10 percent equity share. The United Auto Workers Union also has reached an agreement that will give it a 17.5 percent stake. We explain how the GM bankruptcy is unique, the government’s involvement as a participant in the bankruptcy, considerations for secured, unsecured and debtor-in-possession lenders, consequences of overpayments to secured lenders, cram down risk, dealer litigation and lessons to be drawn from the GM bankruptcy.