8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  FORM 8-K

  CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  

Date of Report (Date of earliest event reported):  May 11, 2023

Woodbridge Liquidation Trust

(Exact name of registrant as specified in its charter)

Delaware	No. 000-56115	36-7730868
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

201 N. Brand Blvd., Suite M Glendale, California	91203
(Address of principal executive offices)	(Zip Code)

(310) 765-1550

  (Registrant’s telephone number, including area code)

  N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 – Other Events

On May 11, 2023, the registrant issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.

The information included in this Form 8-K under Item 8.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act, or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated May 11, 2023 regarding an interim distribution*

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Woodbridge Liquidation Trust
Date: May 11, 2023	By:	/s/ Michael I. Goldberg
		Michael I. Goldberg,
		Liquidation Trustee

EX-99.1

Exhibit 99.1

WOODBRIDGE LIQUIDATION TRUST

Michael I. Goldberg, Liquidation Trustee

201 North Brand Boulevard, Unit M

Glendale, California  91203

May 11, 2023

FOR IMMEDIATE RELEASE:

Contact:

Michael I. Goldberg, Liquidation Trustee

Woodbridge Liquidation Trust

Tel:  1-310-765-1550

Woodbridge Liquidation Trust Announces Cash Distribution

GLENDALE, California—May 11, 2023—Woodbridge Liquidation Trust (the “Trust”) announced that its Liquidation Trustee, with the approval of the Trust’s Supervisory Board, has declared an aggregate cash distribution of $25 million on the Trust’s Class A Liquidation Trust Interests (the “Class A Interests”).  This amount includes a reserve of approximately $120,000 for amounts that are or may become payable (a) in respect of Class A Interests that may be issued in the future upon the allowance of unresolved bankruptcy claims, (b) in respect of Class A Interests issued on account of recently allowed claims, (c) for holders of Class A Interests who failed to cash checks mailed in respect of prior distributions, (d) for distributions that were withheld due to pending avoidance actions, and (e) to holders of Class A Interests for which the Trust is awaiting further beneficiary information.

The distribution amounts to $2.18 per Class A Interest, and will be paid on or about June 12, 2023 to holders of record of Class A Interests as of close of business on May 31, 2023.

Regarding the distribution, the Trust’s Liquidation Trustee Michael Goldberg said, “I am pleased to be able to announce this, the Trust’s eleventh interim liquidating distribution to its holders.  As the Trust is nearing the end of its real estate portfolio liquidation process, I would remind all investors in the Trust that future distributions are expected to be principally reliant on future recoveries from the Trust’s litigation.  Such recoveries are uncertain and the amount and timing of such recoveries are difficult to determine.”

About Woodbridge Liquidation Trust:

Woodbridge Liquidation Trust is a Delaware statutory trust that, together with its wholly-owned subsidiary Woodbridge Wind-Down Entity LLC, was formed on February 15, 2019 to implement the terms of the First Amended Joint Chapter 11 Plan of Liquidation dated August 22, 2018 of Woodbridge Group of Companies, LLC and Its Affiliated Debtors (the “Plan”).  The purpose of the Trust is to prosecute various causes of action acquired by the Trust pursuant to the Plan, to litigate and resolve claims filed against the debtors under the Plan, to pay allowed administrative and priority claims against the debtors (including professional fees), to receive cash from certain sources and, in accordance with the Plan, to make distributions of cash to holders of interests in the Trust subject to the retention of various reserves and after the payment of Trust expenses and administrative and priority claims.  For more information, visit www.woodbridgeliquidationtrust.com.

Regarding Forward-Looking Statements:

This press release may contain forward-looking statements.  Forward-looking statements include statements (other than historical facts) that address future plans, goals, expectations, activities, events or developments.  The Trust has tried, where possible, to use words such as “anticipates,” “if,” “believes,” “estimates,” “plans,” “expects,” “intends,” “forecasts,” “initiative,” “objective,” “goal,” “projects,” “outlook,” “priorities,” “target,” “evaluate,” “pursue,” “seek,” “potential,” “continue,” “designed,” “impact,” “may,” “could,” “would,” “should,” “will,” and similar expressions to identify forward-looking statements.  Forward-looking statements are based on current expectations and are subject to substantial risks, uncertainties and other factors, many of which are beyond our control and not all of which can be predicted by the Trust.  Accordingly, the Trust cannot guarantee that any forward-looking statements will be realized, as actual result may differ materially from those identified or implied in any forward-looking statement.  Forward-looking statements include in this press release include statements regarding the sources, amounts, timing, likelihood, and frequency of future distributions.  Among the factors that may cause actual results to differ materially include the risks identified and described in the Trust’s most recent filings with the U.S. Securities & Exchange Commission.  All forward-looking statements speak only as of the date they were made.  The Trust does not undertake a duty to publicly update or revise such forward-looking statements or other information contained herein, whether as a result of new information, subsequent events, circumstances, changes in expectations or otherwise.

2

XML

Document and Entity Information	May 11, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 11, 2023
Entity File Number	000-56115
Entity Registrant Name	Woodbridge Liquidation Trust
Entity Central Index Key	0001785494
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-7730868
Entity Address, Address Line One	201 N. Brand Blvd.
Entity Address, Address Line Two	Suite M
Entity Address, City or Town	Glendale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91203
City Area Code	310
Local Phone Number	765-1550
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false