Securities Exchange Act of 1934
Section 12(g)

May 23, 2012

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not recommend enforcement action to the Commission if the GUC Trust operates as described in your letter without compliance with the registration and reporting requirements of the Securities Exchange Act of 1934. Capitalized terms used in this response have the same meaning as defined in your letter.

In arriving at this position, we note that:

• In accordance with the Plan, MLC filed a Certificate of Dissolution with the Secretary of State of the State of Delaware on December 15, 2011 and was dissolved as of that date;
   
• The Units are not and will not be represented by certificates;
   
• Beneficiaries of the Units will have no voting rights or right to participate in the administration of the GUC Trust;
   
• The GUC Trust exists solely for the purpose of resolving claims, distributing New GM Securities and winding down the affairs of MLC, all in accordance with a plan of liquidation of MLC approved by the Bankruptcy Court;
   
• The GUC Trust will remain at all times subject to the jurisdiction of the Bankruptcy Court;
   
• The GUC Trust has an initial stated term of three years from the Effective Date;
   
• Issuing the Units in book-entry form through DTC will facilitate the claims resolution process by significantly reducing the costs of the administration of the GUC Trust. The number of general unsecured creditors with allowed claims entitled to receive the Units is anticipated by you to number in the thousands, which does not include the Debt Claimsholders, which you believe to number in the tens of thousands. With the Units being held through DTC, the costs and burdens of maintaining records of, preparing account statements for, communicating with and making distributions to beneficiaries of Units will be essentially eliminated, thereby enhancing the recovery to Allowed Claimsholders;
   
• None of the GUC Trust Parties nor the GUC Trust Parties’ Affiliates will: (1) do anything to facilitate or promote a trading market in the Units; or (2) take any action to facilitate or otherwise encourage any trading in the Units or any instrument or interest tied to the value of the Units, such as trading in due bills for the Units;
   
• For the reasons stated in your letter, you believe that it is unlikely an active trading market for the Units will develop;
   
• The GUC Trust will file reports under the Exchange Act, including an Annual Report on Form 10-K, quarterly reports on Form 10-Q and Current Reports on Form 8-K.  Except as indicated in your letter, the reports filed by the GUC Trust with the Commission will comply with the rules, regulations and applicable forms under the Exchange Act.  Specifically:
   
  
  • The GUC Trust will file a Current Report on Form 8-K that provides information substantially equivalent to the information required in a Form 10 registration statement (except as indicated in your letter);
     
  • Forms 10-K filed by the GUC Trust will provide audited financial statements, presented on a liquidation basis of accounting;
     
  • Forms 10-K filed by the GUC Trust will include a registered public accounting firm’s attestation report on the GUC Trust’s internal control over financial reporting as required by Item 308(b) of Regulation S-K and Rule 2-02(f) of Regulation S-X;
     
  • Forms 10-Q filed by the GUC Trust will include unaudited condensed financial statements, presented on a liquidation basis of accounting that will be reviewed by the independent auditors of the GUC Trust;
     
  • Each Form 10-K and Form 10-Q filed by the GUC Trust will contain a single certification pursuant to Exchange Act Rule 13a-14(a) and a single certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, in each case signed by a senior officer of the Trust Administrator, in his/her individual capacity, in the form attached to your letter as Exhibit A. This senior officer is in charge of the administration of the GUC Trust by the Trust Administrator and is the individual that performs the similar functions of a principal executive officer and principal financial officer;
     
  • The GUC Trust will file Current Reports on Form 8-K to report such events as required by the Items of that Report; in addition, the GUC Trust will report on Form 8-K any other material events affecting the GUC Trust or the Unit beneficiaries, including, without limitation, if and when a material amount of claims are either allowed or disallowed, individually or on an aggregate basis;
     
  • Any reports that the GUC Trust is periodically required to file with the Bankruptcy Court containing information material to the GUC Trust, MLC, or Unit beneficiaries will be filed under cover of Form 8-K; and
     
  • The GUC Trust will file a Form 8-K to report the final distribution in respect of the Units.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only. It does not express any legal conclusion on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2012/motorsliquidation052312-12g.htm