David J. Barton
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dbarton@pszjlaw.com
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Re:
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Woodbridge Liquidation Trust
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Registration Statement on Form 10-12G
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Filed October 25, 2019
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File No. 000-56115
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1. |
Please provide the disclosure in your filing as of the most recent practicable date. We note, as examples, the Property Information on page 32 and the Security Ownership on page 34 is provided as of June 30,
2019.
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2. |
Reference to defined terms such as DIP Claims and Fund Debtors in an exhibit, such as the liquidation plan, is not a substitute for full disclosure in the text of your Form 10. Please revise accordingly to
clearly explain what these and other such terms mean in your disclosure.
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3. |
Please provide an expanded description of the nature and extent of the other potential causes of action that are referenced on page 9.
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4. |
Please describe clearly your construction and marketing businesses relating to single family homes and other real estate assets you hold for sale, as referenced on page 15.
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5. |
We note that the table does not include Mr. Nevins. Please revise. See Item 403(b) of Regulation S-K.
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6. |
Please add to the narrative following the summary compensation table a discussion of the employment agreements entered into with Ms. Fong and Mr. Kemper. See Item 402(o)(1) of Regulation S-K.
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7. |
For each pending litigation disclose the relief sought. See Item 103 of Regulation S-K.
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8. |
Please revise to include updated financial statements in accordance with Rule 8.08 of Regulation S-X.
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9. |
Please have your auditors revise their report to comply with PCAOB AS 3101.08d and Appendix B which require a statement in the report that the financial statements and the related notes are collectively
referred to as the financial statements.
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10. |
We note that your auditor’s opinion refers to the financial position of the Company instead of the net assets in liquidation
of the Company. Please have your auditors revise their report. Reference is made to PCAOB AI 23.8.36.
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11. |
We note your disclosure that the measurement of real estate assets held for sale is based on, in addition to current contracts, estimates and other indications of sale value, net of estimated selling costs.
Please tell us how you have considered the guidance in ASC Topic 205-30-50-2(c) in determining the appropriate level of disclosure of the assumptions used to calculate fair value and expand your disclosure as appropriate.
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Sincerely,
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/s/ David J. Barton | |
David J. Barton
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cc.
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Securities and Exchange Commission:
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Ms. Pam Howell
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Mr. Jorge Bonilla
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Mr. Mr. Robert Telewicz
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cc.
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Woodbridge Liquidation Trust:
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Michael I. Goldberg, Esq.
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