WBQNL 8-K
Woodbridge Liquidation Trust (WBQNL)
8-K
2026-07-30
For: 2026-07-28
View Original
Added on
July 30, 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): July 28, 2026
(Exact name of registrant as specified in its charter)
|
|
No.
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(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.
|
On July 28, 2026, following the approval of the Supervisory Board (the “Board”) of Woodbridge Liquidation Trust
(the “Trust”), the Liquidation Trustee of the Trust executed Amendment No. 7 to the Liquidation Trust Agreement of the Trust (the “Amendment”). The Amendment extends the outside termination date of the Trust from February 15, 2027 to February 15,
2030, subject to the extension of such date by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) under certain circumstances.
As previously reported, during the quarter ended March 31, 2026, the Trust concluded that its liquidation
activities would not be completed by February 15, 2027 due to a pending construction defect claim against one of its subsidiaries. In addition to the approval of the Amendment by the Board, the Trust is required to file a motion with the Bankruptcy
Court to extend the termination date of the Trust beyond February 15, 2027. Accordingly, the Trust will file a motion with Bankruptcy Court to approve an extension of the termination date of the Trust to February 15, 2028, and expects that the
Bankruptcy Court will grant the motion, as the extension is needed to permit the Trust the time needed to resolve the construction defect claim.
The information set forth above is qualified in its entirety by reference to the actual terms of the Amendment, which has been filed as Exhibit 3.1 hereto,
and which is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
|
| (d) |
Exhibits.
|
|
Amendment No. 7 to Liquidation Trust Agreement, dated July 28, 2026
|
|
|
Exhibit 104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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: July 30, 2026
|
By:
|
/s/ Michael I. Goldberg
|
|
|
Michael I. Goldberg,
|
|||
|
Liquidation Trustee
|
|||
Exhibit 3.1
AMENDMENT NO. 7 TO
LIQUIDATION TRUST AGREEMENT
This Amendment No. 7 to Liquidation Trust Agreement (this “Amendment”) is entered into
effective as of July 28, 2026 (the “Effective Date”) by Michael Goldberg, solely in his capacity as Liquidation Trustee (the “Liquidation
Trustee”) of the Woodbridge Liquidation Trust, a Delaware statutory trust (the “Liquidation Trust”), to amend the Liquidation Trust Agreement dated as of February 15, 2019 by
and among the entities listed as “Debtors” on the signature pages thereto, the Liquidation Trustee, and Wilmington Trust, National Association, as Delaware Trustee (as amended, the “Trust Agreement”).
Capitalized terms used in this Amendment without definition herein shall be deemed to have the meaning given to such terms in the Trust Agreement or incorporated therein.
RECITALS
A. Section 12.10 of the Trust Agreement
provides that the Trust Agreement may be amended from time to time by a written instrument signed by the Liquidation Trustee provided that (i) such amendment shall require the prior written approval of a majority of the members of the Liquidation
Trust Supervisory Board and (ii) any such amendment that would adversely affect any Beneficiary in a manner disproportionate from the other Beneficiaries in their capacities as such shall require the consent of each such adversely and
disproportionately affected Beneficiary and any such amendment that affects the Delaware Trustee’s duties, obligations, rights, privileges or protections under the Trust Agreement shall require the written consent of the Delaware Trustee.
B. This Amendment, a written instrument
signed by the Liquidation Trustee, has received the prior written approval of a majority of the members of the Liquidation Trust Supervisory Board. This Amendment does not adversely affect any Beneficiary in a manner disproportionate from the
other Beneficiaries in their capacities as such and does not affect any duties obligations, rights, privileges or protections of the Delaware Trustee.
C. Effective as of the Effective Date, the
Liquidation Trustee now wishes to amend the Trust Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, as of the
Effective Date, the Liquidation Trust Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text)
and to add the bold underlined text (indicated textually in the same manner as the following example: bold underlined text) as set forth below:
1
1. Amendment of Section 10.2. Section 10.2 is hereby amended to read in full as follows:
10.2 Termination of the Liquidation Trust. The Liquidation Trustee and the Liquidation Trust shall be discharged or terminated, as the case may be, at such time as: (a) the Liquidation Trustee
determines that the pursuit of additional Liquidation Trust Actions is not likely to yield sufficient additional proceeds to justify further pursuit of such Liquidation Trust Actions and (b) all distributions required to be made by the
Liquidation Trustee to the holders of Allowed Claims and to the Liquidation Trust Beneficiaries under the Plan and this Agreement have been made, but in no event shall the Liquidation Trust be terminated later than February 15, 2030five (5) years from the Effective Date, except that the term of the Liquidation Trust may be extended
for a finite period by order of the Bankruptcy Court issued within the six months preceding the beginning of the extended term and upon a finding by the Bankruptcy Court that the extension is necessary to facilitate or complete the recovery on,
and liquidation of, the Liquidation Trust Assets; provided however, that any such extension may not exceed a total of three (3) years (together with any prior extensions) unless a favorable
letter ruling is obtained from the Internal Revenue Service that any further extension would not adversely affect the status of the Liquidation Trust as a liquidating trust under Treasury Regulation Section 301.7701-4(d). The
Liquidation Trust may not be terminated at any time by the Liquidation Trust Beneficiaries. Upon termination of the Liquidation Trust, any remaining Liquidation Trust Assets that exceed the amounts required to be paid under the Plan may be
transferred by the Liquidation Trustee to the American Bankruptcy Institute Endowment Fund. The Liquidation Trustee shall promptly provide the Delaware Trustee notice of any such extension granted pursuant to this Section 10.2.
2. Full Force and Effect. Except as amended in this Amendment, the Trust Agreement shall remain in full force and effect. Unless the context otherwise requires, any other document or agreement that refers to the Trust
Agreement shall be deemed to refer to the Trust Agreement, giving effect to this Amendment (and any other amendments to the Trust Agreement made from time to time pursuant to its terms).
3. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the successor(s) and assign(s) of the party hereto.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of laws.
[Signature page follows]
2
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the Effective Date.
| /s/ Michael Goldberg | |
|
Michael Goldberg, solely in his capacity as Liquidation Trustee under the Trust Agreement
|
[SIGNATURE PAGE TO AMENDMENT NO. 7 TO
LIQUIDATION TRUST AGREEMENT OF WOODBRIDGE LIQUIDATION TRUST]
3