EX-99.(A)(1)(B) 2 exa1btota106165007_12232019.htm

Exhibit (a)(1)(B)

Offer to Purchase
Up to 2,858,405
Class A liquidation Trust Interests of
Woodbridge Liquidation Trust
$10.00 Per Trust Interest in Cash
By Contrarian liquidity option, llc
an Indirect wholly-owned subsidiary of Contrarian Funds, L.L.C.

To the Holders of Class A Liquidation Trust Interests:

This Assignment Form is to be used to participate in the Offer of Contrarian Liquidity Option, LLC (formerly known as Woodbridge Liquidity Option, LLC) (the “Offeror”) to acquire up to 2,858,405 Class A Liquidation Trust Interests (referred to as “Trust Interests”) of the Woodbridge Liquidation Trust (referred to as the “Trust”) for a cash amount of $10.00 per Trust Interest (subject to certain deductions, if applicable). By signing this Assignment Form in the place(s) provided, you are agreeing to tender, sell and assign to Offeror the number of Trust Interests that you specify on the Assignment Form to Offeror. In order to receive payment for your Trust Interests, your executed Assignment Form (and any other required documents) must be received by the Depositary for the Offer no later than one minute following 11:59 p.m. (12:00 midnight), New York City time, on Friday, January 10, 2020. You should also complete the enclosed Form W-9, or a Form W-8 (for foreign residents) or other appropriate tax form to prevent withholding. See paragraph 6 below.

If you have any questions regarding the Offer, please contact Rhoda Freeman at freeman@contrariancapital.com or John Bright at jbright@contrariancapital.com, or call (800) 266-3810.

Assignment Form

Woodbridge Liquidation Trust Beneficiary
*Complete this box if you hold Trust Interests directly in your own name*
Name of Account Owner:
Capacity (Title) of Authorized Representative (if applicable):
*Signature:*
Date:
Tax Identification Number:
Email Address:
Address:
Telephone Number:
Co-Owner (if applicable)¹
Name:
*Signature:*
Date:
Tax Identification Number:
*Complete this box if you hold Trust Interests in an IRA*
Name of IRA Account Owner (Beneficiary):
Name of IRA Custodian:
Capacity (Title) of Authorized Representative of IRA Custodian (if applicable):
*Signature of IRA Custodian:*
Date:
Tax Identification Number:
Email Address of IRA Custodian:
Telephone Number of IRA Custodian:

Number of Trust Interests
Number of Trust Interests Held:
Number of Trust Interests Being Tendered, Sold and Assigned:
Medallion Signature Guarantee:
Note: (a) All Trust Interest holders should refer to a current account statement to verify the number of Trust Interests that they own before completing this Assignment Form. You may obtain your statement by logging on to your account with Continental Stock Transfer & Trust Company (“Continental”, who serves as the transfer agent for the Trust) and printing a copy, or by requesting a statement of account from Continental at (212) 509-4000 or cstmail@continentalstock.com. If you execute this Assignment Form, but do not specify the number of Trust Interests to be tendered, sold and assigned, you will be deemed to have elected to tender, sell and assign all of the Trust Interests that you own. (b) All Trust Interest holders must obtain a Medallion Signature Guarantee of their signature from a bank, broker or other financial institution that is a member of a Securities Transfer Association approved medallion program such as STAMP, SEMP or MSP.

¹ Please note that if the Trust Interests are held in a joint account, both co-owners must sign this Assignment Form.

INSTRUCTIONS FOR COMPLETING THE ASSIGNMENT FORM

STEP 1: If necessary, obtain a current statement of account from Continental (the Trust’s transfer agent) to verify the number of Trust Interests that you own by (i) logging on to your account with Continental and printing a copy or (ii) requesting a copy from Continental at 212-509-4000 or cstmail@continentalstock.com.

STEP 2: Complete the enclosed Assignment Form, together with the Form W-9 provided (or other appropriate tax form) to prevent backup withholding;

STEP 3: Have the Assignment Form medallion signature guaranteed. To obtain a medallion signature guarantee, you can usually visit your local bank or credit union. We understand you may need to present a current account statement to prove your ownership of the Trust Interests. The medallion stamp confirms that the signature authorizing the transfer of the Trust Interests is genuine and that the signer has the legal capacity and authority to sign the Assignment Form;

STEP 4: Return the Assignment Form and Form W-9 (or other appropriate tax form) to Broadridge, the Depositary for the tender offer, no later than one minute following 11:59 p.m. (12:00 midnight), New York City time, on Friday, January 10, 2020.

The address for delivery of the Assignment Form (and any other required documents) is:

If delivering by mail:

Broadridge, Inc.

Attn: BCIS Re-Organization Department

P.O. Box 1317

Brentwood, NY 11717-07

If delivering by overnight or courier:

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

For your convenience, a self-addressed envelope is included for use in returning the Assignment Form (and any other required documents) to the Depositary.

Delivery of this Assignment Form or any other required documents to an address other than as set forth above does not constitute valid delivery.

The method of delivery of all documents is at the election and risk of the tendering Trust Interest holder.

By signing and returning this Assignment Form, you acknowledge, represent, warrant and agree as follows:

Offer to Purchase. You understand that the Offer is being made in accordance with the Offer to Purchase, dated December 12, 2019, of Offeror. The Offer is subject to the terms and conditions that are set forth in the Offer to Purchase. You acknowledge that you have received the Offer to Purchase and that you have had an opportunity to read the Offer to Purchase, and to discuss the Offer and the Offer to Purchase with your advisors, if you chose to do so.

Acceptance for Payment. Provided that the conditions to the Offer are satisfied, Offeror will accept the Trust Interests that you tender for payment following expiration of the Offer, as described in the Offer to Purchase. The number of Trust Interests that you are tendering should be set forth by you in the space provided above. We understand that in order to obtain a medallion guarantee, all Trust Interest holders must obtain a current statement of account to use as evidence of ownership. The account statement will also verify the number of Trust Interests that you own and may tender using this Assignment Form. You may obtain your current statement of account by (i) logging on to your account with Continental and printing a copy or (ii) requesting a copy from Continental at 212-509-4000 or cstmail@continentalstock.com. If you execute this Assignment Form, but do not specify the number of Trust Interests to be tendered, sold and assigned, you will be deemed to have elected to tender, sell and assign all of the Trust Interests that you own. If the Offer is oversubscribed, the Trust Interests we accept for payment from you and all other tendering holders may be prorated as described in the Offer to Purchase.

Sale of the Trust Interests. You agree and acknowledge that, effective upon acceptance for payment by Offeror of the Trust Interests that you are tendering as provided in the Offer to Purchase, you are selling, assigning and transferring all ownership, rights and interests in and to tendered Trust Interests as of such date, notwithstanding that the recordation of transfer may not occur until a later date in accordance with the practices and procedures of the Trust. You further agree and acknowledge that if the conditions to the Offer are satisfied and the Offer is consummated, you will be deemed to have assigned your tendered Trust Interests to the Offeror, and that you authorize the Offeror, to direct the Trustee to record, or cause to be recorded, on the books and records of the Trust, the assignment of the tendered Trust Interests to the Offeror. By tendering your Trust Interests, you acknowledge that you will no longer have any right from and after to any Trust assets applicable to the tendered Trust Interests, which assets include cash, causes of action formerly held or acquired by Woodbridge Group of Companies, LLC and its affiliated chapter 11 debtors (the “Debtors”) or contributed by former noteholders or unitholders of the Debtors to the Trust, future causes of action commenced by the Trust, all membership interests of the Woodbridge Wind-Down Entity LLC and its subsidiaries, and certain other non-real estate related assets and entities.

Ownership of Trust Interests. You represent, warrant, covenant and agree:

that you own the Trust Interests that you are tendering of record and beneficially and that you have not previously sold, assigned, factored or encumbered the Trust Interests;

that you have full power and authority to validly tender, sell, assign, and transfer the Trust Interests that you are tendering;

that when the tendered Trust Interests are purchased by Offeror, no person will have the right to assert a claim of any kind against Offeror with respect to the Trust Interests, including (but not limited to) any claim by way of a lien, charge or other encumbrance or any claim of beneficial ownership, option or other right that you may have granted with respect to the Trust Interests; except that no holder shall waive or release the Offeror from any law, rule or regulation arising under the Exchange Act and any rule of a self-regulatory organization in connection therewith;

that, if you are submitting this Assignment Form in a representative capacity, for example as an officer of a corporation or a trustee of a trust, you have provided a true and accurate statement of your capacity and you are fully authorized to submit this Assignment Form in that capacity;

that in connection with the sale and assignment of your tendered Trust Interests, you are also selling and assigning all claims, causes of action, or other rights that you may have with respect your tendered Trust Interests;

that you will take no action to sell, assign or transfer the Trust Interests that you tender and that have been accepted for payment to any person other than the Offeror, notwithstanding that the recordation of assignment of the Trust Interests to the Offeror may not occur until a later date, and any such sale, assignment or transfer shall be null, void and of no effect;

that, if and to the extent that you owe any amounts to the Trust, or any agent acting on behalf of the Trust, in respect of any of your tendered Trust Interests, by your tender thereof, you are authorizing and directing Offeror to apply the requisite portion of the purchase price for the tendered Trust Interests to the payment and discharge of such amounts on your behalf; and

that the Offeror shall not assume any obligations or liabilities, to the Debtors, the Trust, or any third party in respect of the Trust Interests.

Payment. You understand that payment for your tendered Trust Interests will be made by check mailed to you at your address set forth on the books and records of the Trust. If you think that address may be in error, you should promptly contact the Trust to ensure that the books and records of the Trust reflect your correct address. Payment will be made as promptly as practicable following expiration of the Offer, in accordance with the requirements of the federal securities laws. Checks for the payment of the purchase price of tendered Trust Interests held in individual retirement accounts (IRAs) will only be sent to the address of the applicable IRA custodian.

	6.	Withholding. If a holder of a Trust Interest provides to the Offeror its correct taxpayer identification number and a certification that such holder is not subject to, or is exempt from, backup U.S. federal income tax withholding, the Offeror will treat such holder as not subject to backup withholding under Section 3406 of the Internal Revenue Code (the “Code”). Otherwise, the Offeror will withhold 24% of the amount realized on such holder’s sale of Trust Interests pursuant to the Offer and pay over the withheld amount to the Internal Revenue Service. To provide the certifications discussed above, a U.S. holder of a Trust Interest must provide Internal Revenue Service Form W-9, and a non-U.S. holder of a Trust Interest must provide Internal Revenue Service Form W-8. A non-U.S. holder of a Trust Interest should consult with a tax advisor to determine which Internal Revenue Service Form W-8 (W-8BEN, W-8BEN-E, W-8CE, W-8ECI, W-8EXP, W-8IMY) should be provided, and to determine the ability to obtain a valid certificate from the Internal Revenue Service. Unless a holder of Trust Interests provides to the Offeror a certification of such holder’s status as a United States person or produces a valid certificate from the Internal Revenue Service under Section 1445(c)(2) of the Code and Treasury Regulation 1.1445-3, the Offeror will treat all of such holder’s Trust Interests as a “United States real property interest” for U.S. federal income tax purposes and the amount realized with respect to such Trust Interests as subject to withholding solely under Section 1445 of the Code. As a result, the Offeror will withhold 15% of the amount realized on such holder’s sale of Trust Interests pursuant to the Offer and pay over the withheld amount to the Internal Revenue Service. To obtain a refund of or credit for any such amount withheld by the Offeror under backup withholding or FIRPTA, a holder of a Trust Interest must file properly and timely a U.S. federal income tax return or other appropriate claim for a refund or credit of the withheld amount. The Form W-9 is attached hereto, and the forms can be found at the below links:
		Form W-9: https://www.irs.gov/pub/irs-pdf/fw9.pdf
		Form W-8: https://apps.irs.gov/app/picklist/list/formsInstructions.html?value=w-8&criteria=formNumber

		To avoid any tax withholding, a U.S. holder must provide Internal Revenue Service Form W-9, and a non-U.S. holder must provide the applicable Internal Revenue Service Form W-8 or other appropriate tax form.

Power of Attorney. Upon acceptance of the Trust Interests for payment, you irrevocably constitute and appoint Offeror or its designees, each with full power of substitution, as your agent and attorney in-fact with respect to your tendered Trust Interests, with full power of substitution, to deliver the Trust Interests to the Trust for transfer, and to transfer ownership of such Trust Interests on the books and records of the Trust, together with all accompanying evidence of transfer and authenticity; to change the address of record for distributions with respect to the tendered Trust Interests to the address of Offeror; and for Offeror to receive all benefits, and otherwise exercise all rights of beneficial ownership of the tendered Trust Interests, all in accordance with the terms of the Offer. You understand that this power of attorney is an irrevocable power coupled with each tendered Trust Interest.

Revocation of Proxies and Consents. You agree and represent that all prior powers of attorney, proxies and consents that you may have given with respect to the tendered Trust Interests will be revoked with respect to Trust Interests accepted by us for payment, and that you will give no subsequent powers of attorney, proxies or consents (and if given they will not be deemed effective).

Assignment of Distributions. By executing this Assignment Form, you assign to the Offeror all of your rights to receive dividends, distributions and other remittances from the Trust, or any other sources, with respect to the tendered Trust Interests that are paid based on a record date occurring from and after the time of acceptance of the Trust Interests for payment pursuant to the Offer, even if the assignment of the Trust Interests has not been recorded on the register of ownership maintained on behalf of the Trust for this purpose.

10.

Further Documents. Upon request, you agree to execute and deliver any additional documents that Offeror believes are necessary or desirable to complete the assignment, transfer, and purchase of the Trust Interests. In particular, if you are executing this Assignment Form in a representative capacity or as an attorney-in-fact, you may be required upon request of Offeror to furnish documentary evidence of your authority to do so. For example, if you are signing as an officer of a corporation, you may be required to submit an officer’s certificate to evidence your authority. If you are signing as a trustee of a trust, you may be required to submit a certificate of incumbency.

11.

Binding Agreement. You understand that a tender of Trust Interests to Offeror, and this Assignment Form, constitute a binding agreement between you and Offeror upon the terms, and subject to the conditions, that are described in the Offer to Purchase and this Assignment Form.

12.

Survival. All the authority that you are conferring or have agreed to confer in this Assignment Form, and all other agreements, representations, and warrantied in this Assignment Form, will survive your death or incapacity, and all such authority, agreements, representations, and warranties will be binding upon your heirs, personal representatives, successors and assigns.

13.

No Waiver. Neither you nor Offeror are waiving any non-waivable rights that either you or Offeror may have under federal or state securities laws, rules, and regulations. You and Offeror each expressly reserve any such rights.

14.

Governing Law. The agreements in this Assignment Form will be interpreted, construed, and governed according to federal securities laws and the laws of the State of New York, as applicable. All matters relating to arbitration will be governed by the Federal Arbitration Act.

Contrarian Liquidity Option, LLC

The Depositary for the Offer is:

Broadridge, Inc.

If delivering by mail:

Broadridge, Inc.

Attn: BCIS Re-Organization Department

P.O. Box 1317

Brentwood, NY 11717-07

If delivering by overnight or courier:

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

DELIVERY WILL BE DEEMED MADE ONLY WHEN DOCUMENTS ARE ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Any questions or requests for assistance or additional copies of the Offer to Purchase and this Assignment Form may be directed to the Depository at its telephone number and location listed below.

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

Call Toll-Free: (844) 976-0737