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Woodbridge Liquidation Trust Releases Letter to Holders Regarding Contrarian Tender Offer

January 14, 2020 GMT

SHERMAN OAKS, Calif.--(BUSINESS WIRE)--Jan 13, 2020--

Woodbridge Liquidation Trust today announced that it had issued a letter to the holders of its Class A Liquidation Trust Interests regarding the pending cash tender offer by Contrarian Liquidity Option, LLC to purchase 2,015,305 of the outstanding Class A Liquidation Trust Interests. A copy of the letter is attached.

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 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” within the meaning of the Private Securities Litigation Reform Act of 1995, as codified in Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” and, together with the Securities Act, the “ Acts ”). Forward-looking statements also include statements that are preceded by, followed by, or that include the words “believes,” “estimates,” “plans,” “expects,” “intends,” “is anticipated,” “will continue,” “project,” “may,” “could,” “would,” “should” and similar expressions, and all other statements that are not historical facts. All such forward-looking statements are based on the Trust’s current expectations and involve risks and uncertainties which may cause actual results to differ materially from those set forth in such statements. Such risks and uncertainties include the risks identified and described in “Item 1A. Risk Factors” of the Trust’s Registration Statement and other filings with the U.S. Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Trust to control, and in many cases, the Trust cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements.

WOODBRIDGE LIQUIDATION TRUST
Michael I. Goldberg, Liquidation Trustee
350 East Las Olas Boulevard, Suite 1600
Ft. Lauderdale, Florida 33301

January 13, 2020

VIA MAIL & WEB POSTING

Dear Holders of Liquidation Trust Interests:

As the Liquidation Trustee of Woodbridge Liquidation Trust (the “ Trust ”), I would like to communicate with you further regarding the pending tender offer by Contrarian Liquidity Option, LLC (“ Contrarian ”). The tender offer, which commenced on December 12, 2019, is presently to purchase 2,015,305 of the Trust’s outstanding Class A Liquidation Trust Interests (the “ Interests ”).

As you will recall, on December 19, 2019, the Supervisory Board of the Trust (the “ Board ”) and I recommended that you not accept Contrarian’s offer. That recommendation was based on our review and evaluation of the terms and conditions of Contrarian’s offer that were in effect at that time.

Since then, Contrarian has amended its offer, most recently on January 8, 2020. This most recent amendment was made shortly after the Trust announced a cash distribution of $4.50 per Interest payable to holders of record as of close of business on January 3, 2020 (the “ January 3 Distribution ”). Before the amendment, Contrarian’s “base” offer price of $10.00 per Interest was subject to deduction for the amount of any distributions paid by the Trust to holders with a record date occurring during the tender offer period. As amended, Contrarian’s offer excludes the January 3 Distribution as a deduction from the base offer price of $10.00. Therefore, Contrarian’s most recent amendment effectively increases the value of Contrarian’s offer by $4.50 per Interest.

The Board and I are, of course, encouraged by this enhancement of Contrarian’s offer. Nevertheless, it continues to be our recommendation that you not accept Contrarian’s offer.

Our recommendation is made for the following reasons:

For more information about the Trust and Contrarian’s offer, I encourage you to read the Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 on Schedule 14D-9 filed by the Trust with the U.S. Securities and Exchange Commission on January 13, 2020, a copy of which is included with this letter.

Sincerely,

/s/ Michael Goldberg

Michael Goldberg,
Liquidation Trustee of the Woodbridge Liquidation Trust

Forward-Looking Statements

This letter includes forward-looking statements. All statements concerning activities, events or developments that the Trust expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. The Trust has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this Schedule 14D-9 include, without limitation, statements regarding the possibility of properties being sold at or in in excess of ascribed values, the timing and likelihood of the assignment of a trading symbol for the Interests and the competitiveness or attractiveness of pricing for the Interests on an over-the-counter market. All such statements are based on the Trust’s current expectations and involve risks and uncertainties which may cause actual results to differ materially from those set forth in such statements. Such risks and uncertainties include the risk of obstacles and delays in the trading symbol assignment process, potentially low trading volumes for the Interests, relatively few securities brokers making a market in the Interests, and other risks and uncertainties pertaining to the Trust, including the risks and uncertainties discussed in the Trust’s filings with the SEC, including in the “Risk Factors” section of the Trust’s Registration Statement on Form 10-12G and other documents filed with the SEC. Accordingly, no assurances can be given as to whether any of the events anticipated by the forward-looking statements will occur or what impact they will have. Forward-looking statements speak only as of the date the statement was made. All forward-looking statements are qualified in their entirety by this cautionary statement and the Trust undertakes no obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.

View source version on businesswire.com:https://www.businesswire.com/news/home/20200113005974/en/

CONTACT: Michael I. Goldberg, Liquidation Trustee

Woodbridge Liquidation Trust

14140 Ventura Boulevard, Suite 302

Sherman Oaks, California 91423

Tel: 1-310-765-1550

KEYWORD: UNITED STATES NORTH AMERICA CALIFORNIA

INDUSTRY KEYWORD: BANKING LEGAL PROFESSIONAL SERVICES FINANCE

SOURCE: Woodbridge Liquidation Trust

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PUB: 01/13/2020 09:11 PM/DISC: 01/13/2020 09:11 PM

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