8-K
Woodbridge Liquidation Trust (WBQNL)
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): December 27, 2019
Woodbridge Liquidation Trust
(Exact name of registrant as specified in its charter)
| Delaware | No. 000-56115 | 36-7730868 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 14140 Ventura Boulevard, Suite 302<br><br> <br>Sherman Oaks, California | 91423 | |
| (Address of principal executive offices) | (Zip Code) |
(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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
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 8.01 – Other Events
From December 27 through December 31, 2019, the registrant, through one or more wholly-owned subsidiaries, completed the disposition of five real property assets in four sale transactions for an aggregate sales price of $69.1 million. The real property assets disposed of included:
| ● | 1966 Carla Ridge, Beverly Hills, California, a newly constructed residential real property of approximately 20,500 square feet located on an approximately 1.2 acre lot. |
|---|---|
| ● | 8124 West 3^rd^ Street, Los Angeles, California, a commercial office building with approximately 9,141 rentable square feet. |
| --- | --- |
| ● | Two adjacent residential real property assets, located at 375 and 385 Trousdale, Beverly Hills, California. |
| --- | --- |
| ● | 9230 Robin Drive, Beverly Hills, California, an approximately .95 acre residential real property lot. |
| --- | --- |
The transactions, which were not related, involved four separate purchasers. Neither the registrant nor any of its affiliates, and neither any director or officer of the registrant nor to the knowledge of the registrant any associate of any such director or officer, had any material relationship with any of the purchasers, other than in respect of the transactions.
With respect to each transaction, neither the sales price nor the registrant’s and its subsidiaries’ equity in the net book value of the real property assets exceeded 10% of the total assets of the registrant and its subsidiaries on a consolidated basis.
On January 3, 2020, the registrant announced that its Liquidation Trustee, with the approval of the registrant’s Supervisory Board, declared an additional interim aggregate cash distribution of $4.50 per Class A Liquidation Trust Interest of the Trust. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.
Item 9.01 – Financial Statements and Exhibits
| (d) | Exhibits | ||
|---|---|---|---|
| 99.1 | Press release dated January 3, 2020 announcing cash distribution* | ||
| * | Filed herewith. |
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.
| Woodbridge Liquidation Trust | ||
|---|---|---|
| Date: January 3, 2020 | By: | /s/ Michael I Goldberg |
| Michael I. Goldberg, | ||
| Liquidation Trustee |
Exhibit 99.1
WOODBRIDGE LIQUIDATION TRUST
Michael I. Goldberg, Liquidation Trustee
14140 Ventura Boulevard, Suite 302
Sherman Oaks, California 91423
January 3, 2020
FOR IMMEDIATE RELEASE:
Contact:
Michael I. Goldberg, Liquidation Trustee
Woodbridge Liquidation Trust
Woodbridge Liquidation Trust Announces Cash Distribution
SHERMAN OAKS, California—January 3, 2020—Woodbridge Liquidation Trust (the “Trust”) announced that its Liquidation Trustee, with the approval of the Trust’s Supervisory Board, yesterday declared an additional interim aggregate cash distribution of $53,426,092 on the Trust’s Class A Liquidation Trust Interests (the “Class A Interests”). This amount includes a reserve of approximately $1,602,860 for the issuance of additional Class A Interests based on estimated bankruptcy claims subject to future allowance pursuant to the First
Amended Joint Chapter 11 Plan of Liquidation dated August 22, 2018 of Woodbridge Group of Companies, LLC and its Affiliated Debtors \(the “Plan”\).
The distribution amounts to $4.50 per Class A Interest, and will be paid on or about January 10, 2020 to holders of record of any Class A Interests as of close of business on Friday, January 3, 2020.
The Trust has been made aware of a tender offer by an affiliate of Contrarian Funds, L.L.C. (“Contrarian”) to purchase up to 2,858,405 of the outstanding Class A Interests for $10.00 per Class A Interest, without interest (the “Tender Offer”). HOLDERS OF CLASS A INTERESTS WHO HAVE TENDERED OR ARE CONSIDERING WHETHER TO TENDER THEIR CLASS A INTERESTS TO CONTRARIAN ARE ADVISED THAT, UNDER THE CURRENT TERMS OF THE TENDER OFFER AS DISCLOSED IN PUBLIC FILINGS BY CONTRARIAN, THE OFFER PRICE IS SUBJECT TO DEDUCTION IN THE EVENT OF DISTRIBUTIONS BY THE TRUST DURING THE TENDER OFFER PERIOD. AS A RESULT, TENDERING HOLDERS MAY RECEIVE FROM CONTRARIAN AN OFFER PRICE OF ONLY $5.50 PER CLASS A INTEREST.
Today’s announced distribution of $4.50 per Class A Interest amounts to a percentage recovery, before taxes, of an approximately 4.35% to approximately 6.30% on allowed bankruptcy claims in respect of which the Class A Interests were issued, exclusive of any prior distributions. The exact percentage depends on the class of bankruptcy claim allowed under the Plan and whether the claimant elected to contribute to the Trust for prosecution the causes of action that the claimant held against persons not released under the Plan, as shown by the following chart:
| Percentage Recoveries per Class of Claim<br><br> <br>(Based on Distributions Declared on January 3, 2020) | ||
|---|---|---|
| Class of Claim | Were Claimant’s Causes of Action Contributed? | Percentage Recovery |
| General Unsecured (Class 4) | N/A | 6.00% |
| Notes (Class 3) | Yes | 6.30% |
| No | 6.00% | |
| Units (Class 5) | Yes | 4.57% |
| No | 4.35% |
About Woodbridge Liquidation Trust:
Woodbridge Liquidation Trust is a Delaware statutory trust that, together with its wholly-owned subsidiary Woodbridge Wind-Down Entity LLC, was formed on February 15, 2019 to implement the terms of the Plan. The purpose of the trust is to prosecute various causes of action acquired by the trust pursuant to the Plan, to litigate and resolve claims filed against the debtors under the Plan, to pay allowed administrative and priority claims against the debtors (including professional fees), to receive cash from certain sources and, in accordance with the Plan, to make distributions of cash to holders of interests in the trust subject to the retention of various reserves and after the payment of Trust expenses and administrative and priority claims. For more information, visit www.woodbridgeliquidationtrust.com.
Regarding Forward-Looking Statements:
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act” and, together with the Securities Act, the “Acts”). Forward-looking statements also include statements that are preceded by, followed by, or that include the words “believes,” “estimates,” “plans,” “expects,” “intends,” “is anticipated,” “will continue,” “project,” “may,” “could,” “would,” “should” and similar expressions, and all other statements that are not historical facts. All such forward-looking statements are based on the Trust’s current expectations and involve risks and uncertainties which may cause actual results to differ materially from those set forth in such statements. Such risks and uncertainties include the risks identified and described in “Item 1A. Risk Factors” of the Trust’s Registration Statement. These risks and uncertainties are beyond the ability of the Trust to control, and in many cases, the Trust cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements.