WBQNL 8-K
Woodbridge Liquidation Trust (WBQNL)
8-K
2023-08-07
For: 2023-08-01
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): August 1, 2023
(Exact name of registrant as specified in its charter)
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No.
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(310 ) 765-1550
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into Material Definitive Agreement
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On August 1, 2023, Woodbridge Liquidation Trust (the “Trust”) agreed to settle its pending litigation
against the defendant law firm Davis Graham & Stubbs LLP and its partner S. Lee Terry, Jr. in the case of Goldberg v. Halloran & Sage LLP, et al.,
Case No. 19STCV42900 (Cal. Super. Ct., L.A. Ctny.) (the “Action”). In the Action, which commenced on December 2, 2019, the Trust asserted claims against Robert Shapiro’s former legal counsel for aiding and
abetting securities and other fraud, aiding and abetting breach of fiduciary duty, negligent misrepresentations, professional negligence, and aiding and abetting conversion. The terms of the
settlement are contained in a settlement agreement among Davis Graham & Stubbs LLP, Mr. Terry, and Michael Goldberg as Liquidation Trustee on behalf of the Trust.
Under the agreement, the Trust has agreed to dismiss its claims against Davis Graham & Stubbs LLP and Mr. Terry for $25,500,000. Such amount is expected to result
in proceeds to the Trust of approximately $17 million, net of attorneys’ fees and other litigation expenses.
The settlement is subject to the California Superior Court granting a motion by Davis Graham & Stubbs LLP and Mr. Terry for a court order finding that the
settlement has been made by the parties in good faith (unless such condition is waived in writing by both Davis Graham & Stubbs LLP and Mr. Terry). Payment of the settlement amount is due within 30 days after such order being entered.
The settlement agreement relates to the Trust’s claims only against defendants Davis Graham & Stubbs LLP and Mr. Terry and does not effect a release of the Trust’s
claims against any of the other defendants in the Action. No assurance can be given that the recovery, if any, by the Trust against any other defendant or defendants in the Action will realize a comparable amount or be obtained on similar terms.
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Item 8.01
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Other Events
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An indirect subsidiary of the Trust has been notified of a construction defect
claim by the owner of a single-family home purchased from the subsidiary. The subsidiary has tendered the claim to its insurance carrier. At this time, the amount of liability exposure, if any, has not been determined and it is not known
whether such exposure may exceed the amount of insurance coverage. The subsidiary is engaged in investigating the claim, including the extent and causes of the alleged damage and the identification of other potentially responsible
persons. At the recommendation of the Liquidation Trustee, the Supervisory Board of the Trust has suspended the making of additional Trust distributions pending the result of further information from the investigation.
Regarding Forward-Looking Statements
This current report may contain forward-looking statements. Forward-looking statements include statements (other than historical facts) that address future plans,
goals, expectations, activities, events or developments and are based on current expectations and are subject to substantial risks, uncertainties and other factors, many of which are beyond our control and not all of which can be predicted by the
Trust. Accordingly, the Trust cannot guarantee that any forward-looking statements will be realized, as actual result may differ materially from those identified or implied in any forward-looking statement. Forward-looking statements in this
current report include statements regarding the receipt and amount of settlement proceeds. Factors which might cause actual results to differ materially include, but are not limited to, any failure to obtain the court order on which the settlement
is conditioned and higher than expected legal fees and costs associated with the Trust’s litigation. All forward-looking statements speak only as of the date they were made. The Trust does not undertake a duty to publicly update or revise such
forward-looking statements or other information contained herein, whether as a result of new information, subsequent events, circumstances, changes in expectations or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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Woodbridge Liquidation Trust
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Date: August 4, 2023
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By: |
/s/ Michael I Goldberg
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Michael I. Goldberg,
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Liquidation Trustee
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