SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

WOODBRIDGE LIQUIDATION TRUST
(Name of Subject Company (Issuer))

Contrarian Liquidity Option, LLC

(formerly known as Woodbridge Liquidity Option, LLC)
(Offeror)

Contrarian Funds, L.L.C.
(Parent of Offeror)

Contrarian Capital Management, L.L.C.

(Manager of Parent)
(Names of Filing Persons (identifying status as offeror, issuer, or other person)

Class A Liquidation Trust Interests
(Title of Class of Securities)

None
(CUSIP Number of Class of Securities)

Gina N. Scianni
Contrarian Capital Management, L.L.C.
411 West Putnam Ave., Suite 425
Greenwich, Connecticut 06830
(203) 862-8200
(Name, Address, and Telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

Copy to:
Elizabeth Gonzalez-Sussman and Kenneth Schlesinger
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$20,153,050	$2,615.87

* For the purpose of calculating the filing fee pursuant to Rule 0-11(d) only, based on the purchase of 2,015,305 issued and outstanding Class A Liquidation Trust Interests of Woodbridge Liquidation at the maximum tender offer price of $10.00 per Trust Interest.

** The amount of filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, effective October 1, 2019. Such fee equals .0001298 of the transaction value.

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $3,710.21	Filing Party: Contrarian Liquidity Option, LLC (fka Woodbridge Liquidity Option, LLC)
Form or Registration No.: Schedule TO	Date Filed: December 13, 2019

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13E-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, including this Amendment, this “Schedule TO”) filed by Contrarian Liquidity Option, LLC, a Delaware limited liability company (formerly known as Woodbridge Liquidity Option, LLC) (“Offeror”). This Schedule TO relates to the tender offer by Offeror to purchase up to 2,015,305 of the outstanding Class A Liquidation Trust Interests (the “Trust Interests”) of Woodbridge Liquidation Trust, a trust organized under the laws of the State of Delaware (the “Trust”). The tender offer is being made at a price per Trust Interest of $10.00, net to the seller in cash, without interest thereon, less any applicable withholding taxes and less the amount of any dividends, distributions and other remittances paid by the Trust to holders of Trust Interests with a record date occurring anytime from and including the date hereof until the date and time the Trust Interests are accepted for payment. For the avoidance of doubt, there will be no deduction to the offer price of $10.00 per Trust Interest on account of any cash distribution declared by the Trust prior to the date hereof, including the $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020 and the distribution declared in March 2019. The tender offer is subject to the conditions set forth in the Offer to Purchase, dated December 12, 2019 (as amended to date, the “Offer to Purchase”), and in the related Assignment Form (as amended to date, the “Assignment Form”), which together, as they may be amended or supplemented from time to time, constitute and are referred to as the “Offer.”

Contrarian Funds, L.L.C., a Delaware limited liability company (“Parent”), indirectly owns all issued and outstanding equity interests in Offeror. Contrarian Capital Management, L.L.C., a Delaware limited liability company, is the manager of Parent.

The Offer commenced on December 12, 2019 by mailing the Offer to Purchase and the Assignment Form to each holder of Trust Interests at their respective addresses as they appear on the books and records of the Trust, as applicable.

This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO. Broadridge, Inc., the depositary for the Offer, has advised the Offeror that, as of 12:00 p.m., New York City time, on the date hereof, approximately 5,206.24 Trust Interests have been validly tendered and received, and not validly withdrawn, pursuant to the Offer.

Items 1 through 11 of this Schedule TO are amended as specifically set forth in the Supplement to the Offer to Purchase, a copy of which is filed as Exhibit (a)(1)(G) to this Schedule TO and is incorporated herein by reference.

Item 12 of the Schedule TO is hereby amended and restated in its entirety as follows:

Item 12. Exhibits

Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated December 12, 2019 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T filed by Offeror with the Securities and Exchange Commission on December 13, 2019).
(a)(1)(B)*	Assignment Form for Class A Liquidation Trust Interests.

(a)(1)(C)	Letter to Holders of Class A Liquidation Trust Interests of Woodbridge Liquidation Trust (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO-T filed by Offeror with the Securities and Exchange Commission on December 13, 2019).
(a)(1)(D)*	Frequently Asked Questions Appearing on the Website for the Offer.
(a)(1)(E)	Cover Letter, dated December 23, 2019 (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO-T filed by Offeror with the Securities and Exchange Commission on December 24, 2019).
(a)(1)(F)	Form of Summary Publication as published on January 6, 2020 in the Investor’s Business Daily. (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO-T/A filed by Offeror with the Securities and Exchange Commission on January 6, 2020).
(a)(1)(G)*	Supplement to the Offer to Purchase by Offeror dated January 8, 2020
(a)(2)(A)	Letter to Holders of Class A Liquidation Trust Interests of Woodbridge Liquidation Trust, dated December 23, 2019 (incorporated by reference to Exhibit (a)(2)(A) to the Schedule TO-T filed by Offeror with the Securities and Exchange Commission on December 24, 2019).
(a)(3)	None.
(a)(4)	None.
(a)(5)	None.
(b)	None.
(d)	None.
(g)	None.
(h)	None.

* Filed herewith

Signatures

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 8, 2020	CONTRARIAN LIQUIDITY OPTION, LLC
	By:	CONTRARIAN FUNDS, L.L.C. As Parent to the Offeror
	By:	/s/ Jon R. Bauer
		Name:	Jon R. Bauer
		Title:	Authorized Signatory

CONTRARIAN FUNDS, L.L.C.
By:	Contrarian Capital Management, L.L.C., as manager
By:	/s/ Jon R. Bauer
	Name:	Jon R. Bauer
	Title:	Managing Member

CONTRARIAN CAPITAL MANAGEMENT, L.L.C.
By:	/s/ Jon R. Bauer
	Name:	Jon R. Bauer
	Title:	Managing Member

EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(A)	Offer to Purchase, dated December 12, 2019 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T filed by Offeror with the Securities and Exchange Commission on December 13, 2019).
(a)(1)(B)*	Assignment Form for Class A Liquidation Trust Interests.
(a)(1)(C)	Letter to Holders of Class A Liquidation Trust Interests of Woodbridge Liquidation Trust (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO-T filed by Offeror with the Securities and Exchange Commission on December 13, 2019).
(a)(1)(D)*	Frequently Asked Questions Appearing on the Website for the Offer.
(a)(1)(E)	Cover Letter, dated December 23, 2019 (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO-T filed by Offeror with the Securities and Exchange Commission on December 24, 2019).
(a)(1)(F)	Form of Summary Publication as published on January 6, 2020 in the Investor’s Business Daily. (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO-T/A filed by Offeror with the Securities and Exchange Commission on January 6, 2020).
(a)(1)(G)*	Supplement to the Offer to Purchase by Offeror dated January 8, 2020
(a)(2)(A)	Letter to Holders of Class A Liquidation Trust Interests of Woodbridge Liquidation Trust, dated December 23, 2019 (incorporated by reference to Exhibit (a)(2)(A) to the Schedule TO-T filed by Offeror with the Securities and Exchange Commission on December 24, 2019).
(a)(3)	None.
(a)(4)	None.
(a)(5)	None.
(b)	None.
(d)	None.
(g)	None.
(h)	None.

* Filed herewith

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

Offer to Purchase
Up to 2,015,305
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 2,015,305 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 5:00 p.m., New York City time, on Friday, January 24, 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. 

Our amended Offer will pay holders $10.00 per Trust Interest tendered and allow all holders to keep their $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020. 

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:
To Be Completed By all Respondents
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 5:00 p.m., New York City time, on Friday, January 24, 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:

1. Offer to Purchase. You understand that the Offer is being made in accordance with the Offer to Purchase, dated December 12, 2019, as amended and supplemented to date, including the Supplement dated January 8, 2020 (as amended, the “Offer to Purchase”), 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.

2. 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.

3. 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.

4. 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.

5. 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.

7. 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.

8. 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).

9. 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. For the avoidance of doubt, however, the Offer will pay holders $10.00 per Trust Interest tendered and allow all holders to keep their $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020 and the cash distribution declared by the Trust in March 2019.

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 warranties 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

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

Frequently Asked Questions for the
Offer to Purchase Class A Liquidation Trust Interests in
Woodbridge Liquidation Trust

What is a Trust Interest?

The term “Trust Interest” refers to a Class A Liquidation Trust Interest, representing a beneficial interest in the Woodbridge Liquidation Trust (referred to as the “Trust”). The Trust, through its wholly-owned subsidiary, Woodbridge Wind-Down Entity LLC (together with its wholly-owned subsidiaries, the “Wind-Down Group”), develops, markets and sells a real estate portfolio assembled by Woodbridge Group of Companies, LLC (“Woodbridge”) before its bankruptcy (the “Real Estate Portfolio”).

What is the Offer?

The Offer to Purchase, as amended and supplemented to date (the “Offer”) is the offer by Contrarian Liquidity Option, LLC (formerly known as Woodbridge Liquidity Option, LLC), a Delaware limited liability company (the “Offeror”) to purchase up to 2,015,305 Trust Interests on the terms and conditions set forth herein. We are not seeking to purchase (i) any Class B Liquidation Trust Interests of the Trust or (ii) any claims that may later be converted into Trust Interests in accordance with that certain First Amended Joint Chapter 11 Plan of Liquidation of Woodbridge Group of Companies, LLC and its Affiliated Debtors dated August 22, 2018 (the “Plan”), in each case which cannot be transferred except by operation of law or by will or the laws of descent and distribution, and following written notice to the liquidation trustee of the Trust (the “Trustee”). Any person who receives Trust Interests during the pendency of the Offer in accordance with the Plan may tender such Trust Interests to us in accordance with the terms of the Offer.

Who is offering to buy my Trust Interests in the Offer?

Contrarian Liquidity Option, LLC is a Delaware limited liability company formed for the purpose of acquiring the Trust Interests, referred to as “Offeror.” Offeror is an indirect wholly-owned subsidiary of Contrarian Funds, L.L.C., a Delaware limited liability company referred to as “Parent.” Contrarian Capital Management, L.L.C. (referred to as “CCM”), a Delaware limited liability company, is the manager of Parent. As of October 31, 2019, CCM had in excess of $5.0 billion of assets under management, including assets of Parent and other investment funds managed by CCM.

We presently do not own any Trust Interests. During 2018, we entered into agreements with nine holders of Woodbridge bankruptcy claims (Class 3 and Class 5 claims) to acquire their claims and any future distributions payable thereunder. The average purchase price of such claims, as expressed as a percentage of the face value of the underlying notes (Class 3) and units (Class 5) of those claims, was 18.2%, net of distributions made by the Trust in March 2019. Such purchase prices were paid prior to any estimates disclosed by the Trustee in August 2018 (and later reduced by the Trustee in September 2019). Woodbridge would not record the transfer of claims to us. Nevertheless, such holders, who ultimately became holders of Trust Interests, have directed to us distributions by the Trust on those holders’ Trust Interests pursuant to the agreements. Such agreements constitute less than 0.25% of the outstanding Trust Interests.

Why are you making the Offer?

We are making the Offer because we believe that the Trust Interests are an attractive long term investment. While the Trust Interests have now become transferable with the effectiveness of the Trust’s Registration Statement on Form 10 (the “Registration Statement”) there is no currently established trading market for the Trust Interests, and the Trust does not intend to seek to have the Trust Interests listed on any national securities exchange. The Trust intends to cause the Trust Interests to be traded on the Over-the-Counter Bulletin Board, but there is no assurance of success in doing so, that there will be any significant trading of the Trust Interests or that such trading will continue. In addition, the Trust has disclosed several risks relating to the holding of the Trust Interests, including (i) Wind-Down Group’s continued working capital needs to complete development of the Real Estate Portfolio, (ii) that the Trust cannot predict with certainty the timing or amount of distributions to holders of Trust Interests and (iii) that the Trust Interests are subject to forfeiture of their right to further distributions if a holder fails to promptly (within 180 days) cash a distribution check or fails to promptly (within 180 days) claim a distribution check that is returned to the Trust as undeliverable. Accordingly, the Offer will provide liquidity to those holders of Trust Interests desiring to sell at a fixed price, while giving us an opportunity to invest in the Trust Interests, which we currently intend to hold as a long term investment.

How many Trust Interests are you seeking in the Offer?

We seek to purchase up to 2,015,305 in the aggregate of Trust Interests that are tendered in the Offer, constituting approximately 17.5% of the aggregate Trust Interests issued and outstanding as of January 3, 2020. This Offer is not conditioned on any minimum number of Trust Interests being tendered.

How much are you offering to pay and what will be the form of payment?

We are offering to pay you $10.00 in cash for each Trust Interest that is tendered in the Offer. On January 3, 2020, the Trust declared a cash distribution of $4.50 per Trust Interest to be paid on or about January 10, 2020 to holders of record on the announcement date. Our original Offer would have reduced the $10.00 offer price per Trust Interest by all distributions declared by the Trust during the Offer, including the $4.50 per Trust Interest cash distribution referenced above. Our amended Offer will pay holders $10.00 per Trust Interest tendered and allow all holders to keep their $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020. We may, however, deduct from the purchase price any withholding taxes and the amount of any dividends, distributions and other remittances paid by the Trust, based upon a record date occurring from January 8, 2020 (the date of the Supplement to the Offer to Purchase) until the date and time the Trust Interests are accepted by us for payment, subject to applicable law.

Payment for your tendered Trust Interests will be made by check mailed to you at your address as it appears on the register of Trust Interest holders maintained by the Trust. If you think that address may be in error, you should promptly contact Continental Stock Transfer & Trust Company, the transfer agent of the Trust (“Continental”), or 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.

Will I have to pay brokerage commissions if I tender my Trust Interests?

No. You will not have to pay brokerage commissions or similar expenses.

What happens if holders of Trust Interests tender more Trust Interests than you are willing to buy?

Under applicable rules of the U.S. Securities and Exchange Commission (referred to as the “SEC”), if holders of Trust Interests tender more than 2,015,305 Trust Interests, we may purchase up to an additional 2% of the outstanding Trust Interests without extending the Offer. Also, we may amend the Offer to purchase more Trust Interests and extend the Offer as required by the rules of the SEC.

If holders of Trust Interests tender more than the number of Trust Interests that we are willing to buy, we will purchase the Trust Interests on a pro rata basis. This means that we will purchase from you the number of Trust Interests calculated by multiplying the number of Trust Interests you properly tendered by a proration factor.

The proration factor will equal the number of Trust Interests we are willing to buy divided by the total number of Trust Interests properly tendered by all holders of Trust Interests. For example, assuming the number of Trust Interests we agree to buy remains unchanged at 2,015,305 Trust Interests, and 4,030,610 Trust Interests are tendered, we will purchase 50% of the number of Trust Interests that you tender.

If you prorate, when will I know how many Trust Interests will actually be purchased?

If proration of tendered Trust Interests is required, we do not expect to announce the final results of proration or pay for any Trust Interests until at least five (5) trading days after the expiration date of the Offer. This is because we may not know the precise number of Trust Interests properly tendered until all supporting documentation for those tenders are reviewed. Preliminary results of proration will be announced by press release as promptly as practicable. Holders of Trust Interests may obtain this preliminary information from us at the telephone number set forth on the back cover of this Offer to Purchase.

Do you have the financial resources to make payment?

Yes. If 2,015,305 of Trust Interests are tendered in the Offer, Parent has committed in immediately available funds an amount sufficient to pay the purchase price for the Trust Interests and to pay the expenses of the Offer. We expect to fund these costs from capital available to Parent via commitments from investors. The Offer is not subject to any financing condition.

How long do I have to tender my Trust Interests?

You may tender your Trust Interests until the Offer expires. The Offer will expire at 5:00 p.m., New York City time, on January 24, 2020, unless we extend the Offer.

Can the Offer be extended and under what circumstances?

We may elect to extend the Offer beyond the currently scheduled expiration date of January 24, 2020 for any reason, although holders of Trust Interests should not assume that we will necessarily do so.

How will I be notified if the Offer is extended?

If we extend the Offer, we will make a public announcement of the extension and the new expiration time. The announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was scheduled to expire.

Are the Trust Interests currently transferable?

Yes. The Trustee has caused the Trust to file the Registration Statement with the SEC to register the Trust Interests under the Exchange Act of 1934, which Registration Statement went effective on December 12, 2019. Upon the effectiveness of the Registration Statement, the transfer restrictions on the Trust Interests set forth under the Trust’s governing documents terminated and ceased to be of any force or effect and Trust Interests may be transferred by holders thereof to the extent otherwise permissible under applicable law.

What are the most important conditions to the Offer?

Our obligation to accept and pay for your tendered Trust Interests depends upon the conditions including but not limited to:

· if we determine, in our reasonable discretion, that the Trust or its transfer agent will not accept or be able to register the assignment of the Trust Interests accepted for payment in the Offer to the name of Offeror or its affiliate;

· the threat or existence of litigation that seeks to challenge or delay the Offer or that adversely affects the Offer or our ability to exercise ownership rights with respect to the Trust Interests;

· the existence of any law limiting our ability to consummate the Offer;

· a general suspension of trading in securities on any national securities exchange or in the over-the-counter markets in the United States;

· the declaration of a banking moratorium or any suspension of payments in respect of our bank or other banks in the United States, whether or not mandatory;

· any change that occurs or that threatens to occur that in our reasonable judgment would cause a material adverse effect to the business, Real Estate Portfolio, assets, liabilities, capitalization, Trust Interest holders’ equity, financial condition, operations, licenses, results of operations or prospects of the Trust (including, without limitation, any adverse weather conditions, natural disasters, increases in construction or labor costs or decreases in sale prices applicable to the Real Estate Portfolio of the Trust) or of us or any of our affiliates; or

· the commencement or escalation of a war, armed hostilities or other similar national or international calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States that has a material adverse effect on the Trust, the Trust’s assets, the Trust’s affiliates, us or any of our affiliates.

We may waive any of the foregoing conditions in our sole discretion.

How do I tender my Trust Interests?

To tender Trust Interests, you must deliver the Assignment Form and any other required documents for the Offer to the Depositary, prior to the expiration of the Offer, following the steps outlined below:

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 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 5:00 p.m., New York City time, on Friday, January 24, 2020.

If you are signing the Assignment Form in a representative capacity, you will also be required to furnish proof of your authority. For example, if your Trust Interests are held in an Individual Retirement Account (“IRA”), the IRA custodian must execute the Assignment Form on behalf of the IRA. Execution by the IRA beneficiary alone will not be valid.

Am I required to physically deliver my Trust Interests?

No. The Trust has disclosed that the Trust Interests are recorded in book entry form on a register of the Trust maintained by the Trustee or on the books and records of a transfer agent acting on the Trust’s behalf. Currently, the transfer agent of the Trust is Continental. Accordingly, there are no certificates or other physical or electronic indicia of ownership of the Trust Interests that tendering holders are required to deliver to the Depositary. However, as noted above, in order to tender your Trust Interests, you will need to complete the Assignment Form and have the Assignment Form medallion signature guaranteed.

What are the consequences if the Trust makes a distribution on the Trust Interests with a record date after the date of the Offer?

On January 3, 2020, the Trust declared a cash distribution of $4.50 per Trust Interest to be paid on or about January 10, 2020 to holders of record on the announcement date. Our original Offer would have reduced the $10.00 offer price per Trust Interest by all distributions declared by the Trust during the Offer, including the $4.50 per Trust Interest cash distribution referenced above. Our amended Offer will pay holders $10.00 per Trust Interest tendered and allow all holders to keep their $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020.

If the Trust pays a dividend or makes another distribution or other remittance with respect to the Trust Interests based on a record date occurring after January 8, 2020, the date of the Supplement to the Offer to Purchase, until the date and time the Trust Interests are accepted for payment by us, the purchase price per Trust Interest in the Offer may be reduced by the cash paid per Trust Interest, or if the dividend, distribution or other remittance consists of non-cash consideration, the purchase price per Trust Interest may be reduced by the fair market value per Trust Interest of the non-cash consideration, as determined by us in our reasonable discretion. If we decrease the consideration to be paid for each Trust Interest pursuant to the Offer and the Offer is scheduled to expire at any time before the expiration of a period of 10 business days from, and including, the date that notice of such decrease is first published, sent or given in the manner specified below, the Offer shall be extended until the expiration of such period of 10 business days.

In addition, by tendering your Trust Interests, you agree to assign to us all your rights to receive dividends, distributions and other remittances from the Trust with respect to the tendered Trust Interests with a record date 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 to us has not at the time been recorded on the register of ownership maintained on behalf of the Trust for this purpose. By tendering your Trust Interests, you therefore acknowledge that you will no longer have any right from and after the time of acceptance of the Trust Interests for payment pursuant to the Offer to any Trust assets, which assets include cash, causes of action formerly held or acquired by Woodbridge 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 Wind-Down Group and certain other non-real estate related assets and entities.

Until what time can I withdraw previously tendered Trust Interests?

You can withdraw Trust Interests at any time before the expiration date of the Offer. You may also withdraw tendered Trust Interests after the expiration date of the Offer if such Trust Interests have not been accepted for payment by February 10, 2020.

How do I withdraw previously tendered Trust Interests?

To withdraw Trust Interests, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw the Trust Interests.

If I decide not to tender, how will the Offer affect me?

If you decide not to tender your Trust Interests, you will be unaffected by the Offer. You will still own the same amount of Trust Interests, and the number of your Trust Interests outstanding will not change.

Do I have appraisal or dissenter’s rights?

There are no appraisal or dissenter’s rights available in connection with the Offer.

What does the Trustee of the Trust think of the amended Offer?

In response to our original Offer, the Trustee, in consultation with the Supervisory Board of the Trust, recommended that holders of Trust Interests not tender their Trust Interests into the Offer. On January 3, 2020, the Trust declared a cash distribution of $4.50 per Trust Interest to be paid on or about January 10, 2020 to holders of record on the announcement date.  Our original Offer would have reduced the $10.00 offer price per Trust Interest by all distributions declared by the Trust during the Offer, including the $4.50 per Trust Interest cash distribution referenced above. Our amended Offer will pay holders $10.00 per Trust Interest tendered and allow all holders to keep their $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020. While we do not yet know whether the amended Offer will change the Trustee or Supervisory Board’s recommendation with respect to the Offer, we are providing below an updated overview of the factors we considered in determining to amend the Offer to take into account the recent distribution declared by the Trust on January 3, 2020:

· our Offer provides liquidity for Trust Interest holders who may not have a multi-year investment horizon;

· the timeframe to liquidate the Trust assets could take longer than projected and any delays could substantially reduce future distributions;

· projected liquidation recoveries have significantly declined over time;

· the Trust plans to reinvest a portion of initial cash sale proceeds rather than distribute them to Trust Interest holders;

· the Trust’s portfolio of real estate assets is undiversified;

· the high-end Los Angeles real estate market appears to have potentially weakened;

· an active trading market for the Trust Interests may never be established; and

· a holder’s tax liability could exceed Trust distributions.

What is the market value of my Trust Interests as of a recent date?

Offeror understands that there is no trading market for the Trust Interests, which are not listed on any securities exchange or quoted on any trading platform. Accordingly, we are unable to provide any information on the market value of the Trust Interests.

Who can I talk to if I have questions about the Offer?

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

You may also contact the depositary for the Offer, Broadridge, Inc., if you have any questions or need additional copies of the Offer to Purchase, the Supplement to the Offer to Purchase or the Assignment Form at the telephone number and location set forth below.

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

Call Toll-Free: (844) 976-0737

EX-96.(A)(1)(G)

Exhibit (a)(1)(G)

Supplement to the Offer to Purchase for Cash of

Up to 2,015,305
Class A Liquidation Trust Interests of
Woodbridge Liquidation Trust
by
Contrarian Liquidity Option, LLC
an indirect wholly-owned subsidiary of
Contrarian Funds, L.L.C.

for
$10.00 Per Trust Interest in Cash

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JANUARY 24, 2020, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

On December 12, 2019, Contrarian Liquidity Option, LLC, formerly known as Woodbridge Liquidity Option, LLC (“Offeror”), an indirect wholly-owned subsidiary of Contrarian Funds, L.L.C (“Parent”), distributed an offer to purchase (as amended to date, the “Original Offer to Purchase”) and a related assignment form (as amended to date, the “Assignment Form”) in connection with its offer to purchase certain Class A Liquidation Trust Interests (the “Trust Interests”) of Woodbridge Liquidation Trust, a Delaware statutory trust (the “Trust”). “We,” “our” or “us” refer to Offeror and/or Parent. “You” refers to holders of Trust Interests, to whom the tender offer is being made.

The Offeror, by this supplement (this “Supplement”), amends the Original Offer to Purchase as specifically described herein. This Supplement should be read in conjunction with the Original Offer to Purchase. This Supplement, the Original Offer to Purchase and related Assignment Form, as each may be further amended or supplemented from time to time, constitute the “Offer.”

On January 3, 2020, the Trust declared a cash distribution of $4.50 per Trust Interest to be paid on or about January 10, 2020 to holders of record on the announcement date.  The Original Offer to Purchase would have reduced the $10.00 offer price per Trust Interest by all distributions declared by the Trust during the Offer, including the $4.50 per Trust Interest cash distribution referenced above.

Our amended Offer will pay holders $10.00 per Trust Interest tendered and allow all holders to keep their $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020.

We may, however, deduct from the offer price any applicable withholding taxes and the amount of any dividends, distributions and other remittances paid by the Trust, based upon a record date occurring from January 8, 2020, which is the date of this Supplement, until the date and time the Trust Interests are accepted by us for payment, subject to applicable law.

As a result of the decision to amend the Offer to not reduce the offer price by the $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020, the Offeror has determined to decrease the maximum number of Trust Interests it will acquire from 2,858,405 Trust Interests to 2,015,305 Trust Interests. The Offer has also been extended to expire at 5:00 p.m., New York City time, on January 24, 2020, unless the Offer is extended or earlier terminated.

THE OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING, FURTHER DILIGENCE BEING PERFORMED BY OFFEROR OR THE TRUST, OR UPON ANY MINIMUM NUMBER OF TRUST INTERESTS BEING TENDERED. THE OFFER IS SUBJECT TO OTHER CONDITIONS AS DESCRIBED HEREIN AND IN THE ORIGINAL OFFER TO PURCHASE.

A detailed discussion of the Offer is contained in the Original Offer to Purchase and this Supplement.  Trust Interest holders are strongly encouraged to read the Original Offer to Purchase and the entire package of materials sent with this Supplement, and the publicly filed information about the Trust referenced herein, before making a decision regarding this Offer. While the Trust Interests are currently transferable, the Trust Interests are not currently listed or traded on any exchange or any over-the counter-trading platform. Accordingly, you may not be able to obtain current quotations for your Trust Interests.

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. You may also contact the depositary for the Offer, Broadridge, Inc., if you have any questions or need additional copies of the Original Offer to Purchase, this Supplement or the Assignment Form at the telephone number and location set forth below.

Broadridge, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717

Call Toll-Free: (844) 976-0737

The date of this Supplement is January 8, 2020.

IMPORTANT

If you have previously tendered your Trust Interests, and you do not wish to withdraw the tender of all or any portion of those Trust Interests, you do not need to take any further action in response to this Supplement. You will be deemed to have accepted all changes to the Offer described in this Supplement, unless you properly exercise your withdrawal rights as set forth in the Original Offer to Purchase.

If you desire to tender all or any portion of your Trust Interests to us pursuant to the Offer, you should:

· Complete and sign the enclosed Assignment Form in accordance with the instructions in the Assignment Form, which will require a medallion signature guarantee. In order to obtain a medallion signature guarantee, you may need to present a current copy of your account statement to verify your ownership of Trust Interests.

· Using the enclosed self-addressed stamped envelope, mail or deliver the Assignment Form, together with the Form W-9 provided (or other appropriate tax form) to prevent backup withholding, to Broadridge, which is acting as the Depositary for the Offer, to the address and in the manner described on the Assignment Form.

If you have previously tendered Trust Interests, and you wish to increase the number of Trust Interests tendered, please submit a new and later-dated Assignment Form containing your new instructions in accordance with the procedures described on the Assignment Form.

Your completed Assignment Form, and any other required documents must be received by the Depositary no later than 5:00 p.m., New York City time, on January 24, 2020, which is the expiration time and date of the Offer.

If you have previously tendered your Trust Interests, and you wish to withdraw the tender of all or any portion of those Trust Interests, please follow the procedures for withdrawal of tendered Trust Interests, as set forth in Section 3 of the Original Offer to Purchase.

SUMMARY OF REVISED TERMS

This summary highlights certain material information regarding the Offer, as amended, but you should realize that it does not describe all of the details of the Offer to the same extent described in the Original Offer to Purchase. We urge you to read the entire Original Offer to Purchase and the related Assignment Form because they contain important information regarding the Offer.

Securities Sought	Up to 2,015,305 of the outstanding Class A Liquidation Trust Interests (the “Trust Interests”) of Woodbridge Liquidation Trust, a Delaware statutory trust (the “Trust”), which represents approximately 17.5% of the outstanding Trust Interests. As a result of the decision to amend the Offer to not reduce the offer price by the $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020, the Offeror has determined to decrease the maximum number of Trust Interests it will acquire from 2,858,405 Trust Interests to 2,015,305 Trust Interests.
Price Offered Per Trust Interest	$10.00 per Trust Interest in cash, without interest. The Original Offer to Purchase would have reduced the $10.00 offer price per Trust Interest by all distributions declared by the Trust during the Offer, including the $4.50 per Trust Interest cash distribution referenced above. The amended Offer will pay holders $10.00 per Trust Interest tendered and allow all holders to keep their $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020 or any other Trust Interest distribution declared by the Trust prior to the date of this Supplement. We may, however, deduct from the offer price any withholding taxes and the amount of any dividends, distributions and other remittances paid by the Trust, based upon a record date occurring from the date of this Supplement until the date and time the Trust Interests are accepted by us for payment, subject to applicable law.
Acceptance of the Offer	To accept the Offer, holders of the Trust Interests must complete and return the Assignment Form, which must be medallion signature guaranteed, together with any other required documents. You may need to present a current copy of your account statement to prove your ownership of Trust Interests in order to obtain a medallion stamp.
Scheduled Expiration of Offer	The Offer has been extended to expire at 5:00 p.m., New York City time, on January 24, 2020, unless the Offer is further extended or earlier terminated.

Purchaser	Contrarian Liquidity Option, LLC is the “Offeror,” an indirect wholly-owned subsidiary of Contrarian Funds, L.L.C., referred to as “Parent.”  Contrarian Capital Management, L.L.C., a Delaware limited liability company, is the manager of Parent.
Closing Conditions	The condition that the Trust’s Registration Statement on Form 10 (the “Registration Statement”) become effective prior to closing the Offer, as described in the Original Offer to Purchase, has been satisfied. As of the date of the Original Offer to Purchase, the Trust Interests were not transferable under the Trust’s governing documents. The trustee to the Trust (the “Trustee”) caused the Trust to file the Registration Statement with the SEC to register the Trust Interests under the Securities Exchange Act of 1934, as amended. The Registration Statement automatically became effective on December 24, 2019. Upon the effectiveness of the Registration Statement, the Trust Interests became transferable by holders to the extent otherwise permissible under applicable law. All other conditions to closing the Offer as described in the Original Offer to Purchase remain applicable.
Assignment Form	The Assignment Form has been revised to reflect certain changes to the Offer as described in this Supplement and detailed in our Schedule TO filed with the Securities and Exchange Commission. Any holder who has not yet submitted an Assignment Form and wishes to tender their Trust Interests in the Offer should use the enclosed Assignment Form. If you have already submitted a prior Assignment Form, and you do not wish to make any change, you are not required to take further action. You will be deemed to have accepted all changes to the new Assignment Form, unless you properly exercise your withdrawal rights as set forth in the Original Offer to Purchase.

On January 3, 2020, the Trust declared a cash distribution of $4.50 per Trust Interest to be paid on or about January 10, 2020 to holders of record on the announcement date.  The Original Offer to Purchase would have reduced the $10.00 offer price per Trust Interest by all distributions declared by the Trust during the Offer, including the $4.50 per Trust Interest cash distribution referenced above. The amended Offer will pay holders $10.00 per Trust Interest tendered and allow all holders to keep their $4.50 per Trust Interest cash distribution declared by the Trust on January 3, 2020. We are providing below an updated overview of the factors we considered in determining to amend the Offer to take into account the recent distribution declared by the Trust on January 3, 2020.

· The Offer provides liquidity for Trust Interests holders who may not have a multi-year investment horizon. The Offer is an all-cash fully-financed offer that can be consummated promptly following the expiration of the Offer. The liquidation of the Trust, by contrast, is scheduled to take years to complete and may experience delays or impairments due to, among other things, a weakening of the Los Angeles real estate market, the lack of diversification of the Trust’s real estate portfolio, and the Trust’s intention to complete construction prior to monetizing for holders a sizable portion of its real estate portfolio. On January 3, 2020, the Trust announced a $4.50 per Trust Interest cash distribution payable on or about January 10, 2020. As amended by this Supplement, the Offeror will not reduce from its $10.00 per Trust Interest offer price any amount on account of such cash distribution. Accordingly, participating Trust Interest holders should receive immediate liquidity (in the form of the $10.00 per Trust Interest offer price payable by us and keeping the recently declared $4.50 per Trust Interest cash distribution payable by the Trust), giving certainty to those holders that desire to cash out now.

· The timeframe to liquidate the Trust assets could take longer than projected and any delays could substantially reduce future distributions. The Trust has disclosed in its Registration Statement that it expects to liquidate its assets by the fiscal year ending June 30, 2022. We believe the liquidation potentially could take longer. Indeed, the Trust, by its terms, may survive through February 15, 2024, subject to further amendment to the Trust agreement. Any extension of the life of the Trust will likely increase costs and reduce potential recoveries to Trust Interest holders. While the Trust recently liquidated five real property assets, we believe the timeframe to liquidate the remainder of the Trust’s real estate portfolio could take significant time and is subject to substantial risk.

· Projected liquidation recoveries have significantly declined over time. As part of the bankruptcy filings made by the Woodbridge Group of Companies, LLC and its affiliated chapter 11 debtors (collectively, the “Debtors”), in August 2018, the Debtors disclosed potential recoveries for noteholders and unitholders between 60-70% of net amounts of Class 3 claims (Standard Note Claims), 60-70% of allowed Class 4 claims (General Unsecured Claims) and 40-50% of net amounts of Class 5 claims (Unit Claims). In September 2019, the Trustee significantly reduced these estimated recoveries to 40-63% of net amounts of Class 3 claims, 40-60% of allowed Class 4 claims, and 29-46% of net amounts of Class 5 claims. The Trustee explained the lowered recoveries took into account updated financial circumstances of the Trust and the current state of the Los Angeles real estate market, which the Trustee noted had substantially changed during the past 12-18 months and comprises the bulk of the Trust’s assets. We believe the Los Angeles real estate market has potentially continued to weaken, as discussed below, creating greater uncertainty for the amount and timing of future distributions.

· The Trust plans to reinvest a portion of initial cash sale proceeds rather than distribute them to Trust Interest holders. According to the Registration Statement, approximately 55% (as of September 30, 2019, based upon disclosed values) of the Trust’s real estate portfolio remains under development. The Trust indirectly funds this construction with a portion of the proceeds from the sale of portfolio assets. In making their recommendation to reject the Offer, the Trustee and Supervisory Board fail to explicitly mention this cycle of selling important portfolio assets, generating sale proceeds, and reinvesting a portion of such proceeds in real estate. In the Registration Statement, the Trust admits that it cannot predict with certainty the timing or amount of distributions to holders of Trust Interests. We note that on January 3, 2020, the Trust disclosed the sale of five properties for $69.1 million, but declared a distribution of  $53.4 million, a difference of approximately 23%.

· The Trust’s portfolio of real estate assets is undiversified. The Trust has disclosed in its Registration Statement that there is limited liquidity in real estate investments and its real estate asset portfolio is not diversified. While we do not have access to any non-public Trust valuations of the Trust’s individual assets, based simply on the listed sale price, however, it is plausible that a single property: 141 S. Carolwood Drive, Los Angeles, CA, which we note is listed on the LA Historic Resources Inventory list, a factor that may hinder the redevelopment of the property, may comprise approximately 25% of the Trust’s total real estate value. A sale of this property at a large discount could cause a substantial reduction in projected recoveries. While another property we had expressed concern over, 1966 Carla Ridge, Beverly Hills, CA, was recently sold by the Trust, the property seems to have been on the market for six months, was originally listed for $46 million and ultimately sold for $35 million prior to the deduction of closing costs, representing a 24% discount.

· The high-end Los Angeles real estate market appears to have potentially weakened.While we have not obtained third party valuation reports, opinions or appraisals on the Trust’s properties, our diligence included visiting a majority of the Trust’s properties in Los Angeles as well as discussions with a broker and two appraisers knowledgeable of the high-end real estate market in Los Angeles. Based upon our diligence and several industry and national publications predicting that California will experience a weak housing market in 2020, we believe there has been a softening in the high-end Los Angeles real estate market which could generate lower proceeds than those projected by the Trustee in September 2019. We note it would only take a 15% decline in the Trust’s estimated real estate values and a 15% cost overrun (in each case, using financial information made available by the Trust as of September 30, 2019) over the next several years for holders to experience a similar decline in potential recoveries that they have experienced since August 2018. In this hypothetical scenario, the Trustee’s implied value of the Trust Interests of approximately $29.10 based on the net assets in liquidation as of September 30, 2019 (as disclosed in the Trust’s financial statements), would decline to approximately $20.83, before the announced distribution of $4.50 per Trust Interest

· An active trading market for the Trust Interests may never be established. While the Registration Statement has provided for the transferability of Trust Interests, the Trust has itself acknowledged that the liquidity of the Trust Interests is expected to be limited and it may be difficult to establish a market price for such securities. Given how widely dispersed the Trust Interests are currently held, with approximately 7,941 holders of record and the average holder owning approximately 1,500 Trust Interests, we believe it will be difficult for an active trading market to be achieved.

· Holders’ tax liability could exceed Trust distributions. As noted in the Registration Statement, if the Trust has income for a taxable year, the appropriate portion of that income may be includable in a Trust Interest holder’s taxable income, whether or not any cash is actually distributed to the holder by the Trust. The Trust’s governing documents permit the Trust to reserve certain amounts to fund, among other things, operating and other expenses, and do not contain a mandatory tax distribution provision. Therefore, for any particular year, there may be no distribution or a distribution that is less than a Trust Interest holder’s tax liability on its share of the income of the Trust.