DETROIT (AP) -- General Motors Corp. says it likely would sell most of its assets to a new company and liquidate the rest if it has to seek bankruptcy protection.
The company made the disclosure Thursday in a filing with the Securities and Exchange Commission. It has said bankruptcy is possible if it doesn't get enough takers on an offer to swap $27 billion in bond debt for stock.
The automaker also says it could seek court approval of its reorganization plan even if creditors vote against it.
GM offered last month to give bondholders 225 shares for every $1,000 worth of bonds. The company would issue 62 billion new shares and then do a 100-for-1 reverse stock split.
Bondholders would end up with 10 percent of the company's shares under the offer, which expires May 26. But a committee representing the bondholders has counteroffered seeking a 58 percent ownership stake.
GM has received $15.4 billion in U.S. government loans and faces a June 1 deadline to finish restructuring or head into Chapter 11 reorganization.
Under a capital structure proposed by GM but still under negotiation, the U.S. government would get 50 percent of the company for its loans. GM has said it will need another $2.6 billion in May and $9 billion more for the remainder of the year.
A UAW-run trust that will take over retiree health care costs starting next year would get 39 percent of the stock, in exchange for half of the $20 billion that the company owes the trust. Existing shareholders would get roughly 1 percent of the stock.
A key issue for GM is getting 90 percent of its bondholders to accept a debt-exchange offer.
CEO Fritz Henderson essentially rejected the counteroffer, saying GM can't do it because it has been told by the Treasury Department that it can't give more than 10 percent equity to the bondholders.
The Detroit automaker lost $30.9 billion last year. To finish restructuring it must cut its bond debt, reduce labor costs and thin itself down to a point at which the government believes it can be competitive.