UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Date of Report (Date of earliest event reported):  November 30, 2022

Woodbridge Liquidation Trust
  

(Exact name of registrant as specified in its charter)

 

(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):

 

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

 

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. ☐

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Item 1.01 –

Entry into a Material Definitive Agreement

 

 

On November 30, 2022, the registrant, as sole member of its subsidiary Woodbridge Wind-Down Entity LLC (the “Wind-Down Entity”), entered into a First Amendment to Limited Liability Company Agreement of the Wind-Down Entity (the “LLC Agreement Amendment”).  Pursuant to the LLC Agreement Amendment, the number of members of the Board of Managers of the Wind-Down Entity (the “WDE Board”) has been reduced from three to two, effective upon the resignation of Frederick Chin from the WDE Board on December 31, 2022.  Following such resignation, the WDE Board will be composed of its two existing members Richard Nevins and M. Freddie Reiss.

 

 

On November 30, 2022, the Wind-Down Entity entered into Part-Time Employment Agreements with two of its executive officers:  its Chief Financial Officer Marion W. Fong (the “Fong Part-Time Agreement”) and its Chief Operating Officer and Chief Investment Officer David Mark Kemper II (the “Kemper Part-Time Agreement”). The Part-Time Agreements were entered into in order to consolidate management functions and reduce management costs in light of the substantially reduced real estate portfolio.

 

 

The Fong Part-Time Agreement establishes an initial term of part-time employment commencing on January 1, 2023 and expiring on December 31, 2023, unless terminated earlier.  The initial term thereafter is subject to automatic renewal until terminated.  The Fong Part-Time Agreement sets forth Ms. Fong’s duties as Chief Executive Officer and Chief Financial Officer and her compensation and rights to reimbursement of costs and expenses and indemnification.  The Fong Part-Time Agreement is terminable by the death of Ms. Fong or by either the Wind-Down Entity or Ms. Fong at any time and for any reason on at least 30 days’ advance written notice.

 

 

The Kemper Part-Time Agreement establishes an initial term of part-time employment commencing on January 1, 2023 and expiring on December 31, 2023, unless terminated earlier.  The initial term thereafter is subject to automatic renewal until terminated.  The Kemper Part-Time Agreement sets forth Mr. Kemper’s duties as Chief Operating Officer and his compensation and rights to reimbursement of costs and expenses and indemnification.  The Kemper Part-Time Agreement is terminable by the death of Mr. Kemper or by either the Wind-Down Entity or Mr. Kemper at any time and for any reason on at least 30 days’ advance written notice.

 

Item 5.02 –

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Current CEO.  On November 30, 2022, Frederick Chin gave notice of resignation as Chief Executive Officer of the Wind-Down Entity and notice of termination of his employment under his Part-Time Employment Agreement with the Wind-Down Entity (the “Chin Agreement”), with such resignation and termination of employment to be effective as of December 31, 2022.  The notices were given in order to consolidate management functions and reduce management costs in light of the substantially reduced real estate portfolio.  Pursuant to the Chin Agreement, Mr. Chin is entitled, upon termination of his employment, to receive his salary at the monthly rate of $50,000 prorated to the effective date of termination and employee benefits through the effective date of termination.

 

 

 

As Chief Executive Officer and Chief Financial Officer, Ms. Fong is required to devote at least 30 hours a week to the Wind-Down Entity on a non-exclusive basis and will be entitled to a monthly salary of $35,000.  Ms. Fong will not be entitled to participate in any bonus program in respect of periods after January 1, 2023 or to accrue any paid vacation.  Ms. Fong will be entitled to participate in the Wind-Down Entity’s health, dental, vision and life insurance benefit plans.  Upon any termination of Ms. Fong’s employment under the Fong Part-Time Agreement, Ms. Fong is entitled to receive salary prorated to the effective date of termination and employee benefits through the effective date of termination (but not thereafter).  Additionally, if Ms. Fong’s employment under the Fong Part-Time Agreement is terminated prior to December 31, 2023 either by the Company without Cause (as defined in the Fong Part-Time Agreement) or by Ms. Fong for Good Reason (as defined in the Fong Part-Time Agreement), Ms. Fong is entitled to receive a payment upon such termination equal to her monthly salary multiplied by the number of months between the date of such termination and December 31, 2023 (pro-rated for any partial months).

 

 

 

 As Chief Operating Officer, Mr. Kemper is required to devote at least 30 hours a week to the Wind-Down Entity on a non-exclusive basis and will be entitled to a monthly salary of $25,000.  Mr. Kemper will not be entitled to participate in any bonus program in respect of periods after January 1, 2023 or to accrue any paid vacation.  Mr. Kemper will be entitled to participate in the Wind-Down Entity’s health, dental, vision and life insurance benefit plans.  Upon any termination of Mr. Kemper’s employment under the Kemper Part-Time Agreement, Mr. Kemper is entitled to receive salary prorated to the effective date of termination and employee benefits through the effective date of termination (but not thereafter).    Additionally, if Mr. Kemper’s employment under the Kemper Part-Time Agreement is terminated prior to December 31, 2023 either by the Company without Cause (as defined in the Kemper Part-Time Agreement) or by Mr. Kemper for Good Reason (as defined in the Kemper Part-Time Agreement), Mr. Kemper is entitled to receive a payment upon such termination equal to his monthly salary multiplied by the number of months between the date of such termination and December 31, 2023 (pro-rated for any partial months).

 

 The foregoing descriptions of the LLC Agreement Amendment, the Fong Part-Time Agreement and the Kemper Part-Time Agreement are not intended to be complete summaries of such agreements, and such descriptions are qualified in their entirety by reference to the LLC Agreement Amendment filed herewith as Exhibit 10.1, the Fong Part-Time Agreement filed herewith as Exhibit 10.2, and the Kemper Part-Time Agreement filed herewith as Exhibit 10.3 to this Current Report on Form 8-K.

 

Item 9.01 –

Financial Statements and Exhibits

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: December 1, 2022	By:	/s/ Michael I. Goldberg
		Michael I. Goldberg,
		Liquidation Trustee

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