In light of recent reports indicating that the U.S. Department of the Treasury (“Treasury”) and General Motors Corp. (together with its affiliates, “GM”) are working on a plan for a “surgical” prepackaged Chapter 11 filing by June 1, 2009, this memorandum highlights some of the major issues we expect a significant number of our clients — including existing creditors and potential investors — will confront in the event of a GM bankruptcy filing. We expect that any GM filing, whether it is “prepackaged” or not, will be one of the largest and most complex cases ever filed, involving a broad swath of parties and a novel set of legal issues never before faced by U.S. bankruptcy courts. Notwithstanding the various challenges a GM bankruptcy will inevitably bring, its proposed features will present significant opportunities for clients, especially for those who identify and grasp key issues early on.

As the details surrounding GM’s reorganization plan are currently being negotiated, this memorandum is a preliminary overview based on our collective knowledge of a variety of automobile industry-related issues and our expertise in the secondary loan trading market, as well as our broad-based expertise in “mega”-sized bankruptcy cases across various jurisdictions (U.S. and foreign). This memorandum does not constitute legal advice and is not intended to provide a comprehensive summary of all issues that may arise in any GM bankruptcy, or all issues relevant to each of the firm’s clients.

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