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Commercial Law Keyed to Whaley
In re Motors Liquidation Company
Citation:
777 F.3d 100 (2015)Facts
In 2001, General Motors (GM) entered into a term loan agreement with a syndicate of lenders for which JPMorgan Chase served as administrative agent. This loan was secured by various assets, including equipment and fixtures at GM’s manufacturing facilities. The security interest was perfected by filing a UCC-1 financing statement. In 2008, GM repaid an unrelated synthetic lease transaction also administered by JPMorgan. During the closing of this transaction, JPMorgan’s counsel at Mayer Brown prepared UCC-3 termination statements, one of which mistakenly identified and terminated the main term loan UCC-1 financing statement rather than just the synthetic lease security interests. Despite multiple reviews by both Mayer Brown and JPMorgan’s counsel at Simpson Thacher, no one noticed that the termination statement would release the $1.5 billion term loan security interest. When GM filed for bankruptcy in 2009, the effectiveness of this termination became a critical issue.
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