Frequently Asked Questions

I received a letter telling me that I have a “Restricted Book Entry” of Liquidation Trust Interests. What does that mean?

Pursuant to the Plan negotiated by, among others, the Noteholder Committee and the Unitholder Committee, if you hold an Allowed Claim against the Debtors on account of a (i) Class 3 Standard Note Claim, (ii) Class 4 General Unsecured Claim, or (iii) Class 5 Unit Claim, then the Plan provides that, on the Effective Date, you received Liquidation Trust Interests that entitle you to cash distributions from the Liquidation Trust. All Liquidation Trust Interests are maintained by the Liquidation Trustee (or his designee) in book entry form only. No certificates or shares will be distributed.

At this time, the Liquidation Trust Interests are subject to transfer restrictions that prohibit assignment or transfer by any holder thereof other than by will or intestate succession or otherwise by operation of law.

The Liquidation Trust will use its commercially reasonable best efforts to cause registration of the Class A Liquidation Trust Interests under the Securities Exchange Act of 1934 (the “Exchange Act”) to become effective, and for the Class A Liquidation Trust Interests to be quoted with an OTC ticker symbol, as soon as reasonably practicable after the Effective Date, but in no event will the Liquidation Trust file such registration statement any later than may be required under section 12(g) of the Exchange Act or the rules and regulations promulgated thereunder. Upon the effectiveness of such Exchange Act registration, (i) the transfer restrictions on Class A Liquidation Trust Interests will terminate and cease to be of any force or effect and (ii) the Class A Liquidation Trust Interests may be transferred by the holders thereof to the extent otherwise permissible under applicable law.

The Liquidation Trust does not expect that Class B Liquidation Trust Interests will be registered under the Exchange Act.

What is Continental Stock Transfer & Trust Company?

Continental Stock Transfer & Trust Company was retained by the Liquidation Trust to maintain and process Liquidation Trust Interests and distributions. It has opened an account for you and will be keeping the record of your Liquidation Trust Interests. Its website is https://www.continentalstock.com/

How did you calculate the number of Class A Liquidation Trust Interests that I have?

Holders of Allowed Class 3 Standard Note Claims and Allowed Class 4 General Unsecured Claims will receive one (1) Class A Liquidation Trust Interest for each $75.00 of Net Note Claims or Allowed General Unsecured Claims held by such creditor.

Holders of Allowed Class 5 Unit Claims will receive 72.5% of one (1) Class A Liquidation Trust Interest and 27.5% of one (1) Class B Liquidation Trust Interest for each $75.00 of Net Unit Claims held by such Unitholder.

The foregoing was an integral part of the Plan negotiated by, among others, the Noteholder Committee and the Unitholder Committee.

For example, using simple numbers, if a Noteholder and Unitholder both hold $300 in net claims, the Noteholder would receive four (4) Class A Liquidation Trust Interests ($300 / $75 = 4), whereas the Unitholder would receive 2.9 Class A Liquidation Trust Interests (($300 / $75) x .725 = 2.9) and 1.1 Class B Liquidation Trust Interests (($300 / $75) x .275 = 1.1).

As another example, if a Noteholder and Unitholder both hold $50,000 in net claims, the Noteholder would receive approximately 666.66 Class A Liquidation Trust Interests ($50,000 / $75 = 666.66), whereas the Unitholder would receive approximately 483.33 Class A Liquidation Trust Interests (($50,000 / $75) x .725 = 483.33) and approximately 183.33 Class B Liquidation Trust Interests (($50,000 / $75) x .275 = 183.33).

As a final example, if a claimant held $50,000 in Net Note Claims and $50,000 in Net Unit Claims, such holder would receive approximately 666.66 Class A Liquidation Trust Interests on account of such claimant’s Notes, and approximately 483.33 Class A Liquidation Trust Interests on account of such claimant’s Units, for a total of 1,150 Class A Liquidation Trust Interests (in addition, such claimant would receive approximately 183.33 Class B Liquidation Trust Interest on account of such claimant’s Units).

When did the Liquidation Trust make a distribution?

An initial distribution was made by the Liquidation Trust at the end of March 2019. Checks were mailed on March 28 and March 29.

How did you decide how much money I received?

For this initial distribution, the Liquidation Trust had $42,316,596.65 available for distribution, in the aggregate, to holders of Class A Liquidation Trust Interests (in addition to amounts reserved for claims not yet allowed). When that total amount is divided equally among outstanding Class A Liquidation Trust Interests, it equals $3.75 for each Class A Liquidation Trust Interest.

Although distributions are made on account of Liquidation Trust Interests and not directly on account of Note or Units, for ease of reference, this initial distribution equals payment of approximately 5% of each Net Note Claim, and payment of approximately 3.6% of each Net Unit Claim.

Accordingly, using the examples from Question 3 above:

If a Noteholder held $300 in Net Note Claims, and thus received four (4) Class A Liquidation Trust Interests, that claimant would have received approximately $15 as part of this initial distribution (4 * $3.75 = $15).

If a Unitholder held $300 in Net Unit Claims, and thus received 2.9 Class A Liquidation Trust Interests, that claimant would have received approximately $10.87 as part of this initial distribution (2.9 * $3.75 = $10.875).

If a Noteholder held $50,000 in Net Note Claims, and thus received 666.66 Class A Liquidation Trust Interests, that claimant would have received approximately $2,500 as part of this initial distribution (666.66 * $3.75 = $2,499.999).

If a Unitholder held $50,000 in Net Unit Claims, and thus received 483.33 Class A Liquidation Trust Interests, that claimant would have received approximately $1,812.50 as part of this initial distribution (483.33 * $3.75 = $1,812.499).

Will I get more money?

It is anticipated that additional distributions will be made in the future from time to time as funds become available. At this time, the Liquidation Trust does not know the timing or amount of the next distribution.

When will I get more money?

Any additional distributions will take place as and when sufficient excess cash is available and subject to the terms and condition of the Plan and the Liquidation Trust Agreement. The Liquidation Trust does not know the timing or amount of the next distribution.

How will I know when to expect another distribution?

The Liquidation Trust will endeavor to announce any subsequent distribution on this website in advance of mailing checks.

How long will this whole process take?

It is anticipated that the process of liquidating all of the assets held by the Liquidation Trust and the Wind-Down Entity will take approximately 2-3 years from the February 15, 2019 effective date of the Plan.

I agreed to my Net Note Claim or Net Unit Claim. Isn’t that the amount of money I will receive?

No, most likely not. Your “Net Note Claim” or “Net Unit Claim” is the amount of your claim in the Bankruptcy Case, which claim entitles you to Liquidation Trust Interests. The percentage of your claim that you ultimately receive is based on how much money the Liquidation Trust has to distribute to Liquidation Trust Interest holders.

I contributed my claims on my Plan ballot. Do I get extra distributions?

In accordance with the Plan and your ballot, if you “contributed” your claims, your Net Note Claim or Net Unit Claim was multiplied by 105% before being converted to Liquidation Trust Interests.

As an example, a Noteholder with $300 of Net Note Claims who did not contribute claims would receive four (4) Class A Liquidation Trust Interests ($300 / $75 = 4), and, on account of such Class A Liquidation Trust Interests, would receive $15 (4 * $3.75 = $15).

By contrast, a Noteholder with $300 of Net Note Claims who did contribute claims would first have such claimant’s $300 Net Note Claim multiplied by 105%, for an enhanced Net Note Claim of $315. The enhanced $315 Net Note Claim would then be converted to 4.2 Class A Liquidation Trust Interests ($315 / $75 = 4.2), and, on account of such Class A Liquidation Trust Interests, would receive $15.75 (4.2 * $3.75 = $15.75).

The name or address on my letter or my check is wrong. Who can I call?

You should contact Continental Stock Transfer & Trust Company. Their phone number is 212-509-4000. Their email address is cstmail@continentalstock.com

Why haven’t I received a check?

There are several reasons why you may not have received a check. Among those reasons are:

  1. You invested in Woodbridge through your IRA custodian. If so, the distribution has been sent to your IRA custodian.
  2. You filed a proof of claim through your attorney, and your attorney provided his or her address as the address to which distributions should be made.
  3. You have moved or changed addresses since you made your investment in Woodbridge and have not filed a claim or other notice of your new address. If this applies to you, you should contact Continental Stock Transfer & Trust Company. Their phone number is 212-509-4000. Their email address is cstmail@continentalstock.com
  4. You are an “Excluded Party” or a “Disputing Claimant” under the Debtors’ Plan, or your claim is otherwise “Disputed”. If this applies to you, you may contact the Liquidation Trust’s counsel for more information.
My Claim is Disputed. What happens to my distribution?

If your claim is currently “disputed,” you will receive Liquidation Trust Interests only if your claim is ultimately allowed. Liquidation Trust Interests issued after one or more distribution(s) will receive “catch-up” payments on account of any such prior distribution(s).

Can I receive my next distribution by direct deposit?

No. Continental Stock Transfer & Trust Company can only make distributions by check.

My IRA custodian won’t answer my questions or won’t release funds to me.

The Liquidation Trustee is unable to provide advice regarding IRA or tax issues. All holders of Liquidation Trust Interests are urged to consult with their IRA and tax advisors regarding their specific circumstances.

How can I speak to a live person?

You may always contact counsel to the Liquidation Trust using the contact information on this website.  Please be aware, however, that no information will be provided regarding future distribution timing or amounts that is not available on this website, and no advice will be given regarding IRA or tax issues.

Where can I obtain a copy of the Plan?

The Plan may be accessed free of charge here (or from the list of files to the left; see “First amended joint chapter 11 plan of liquidation”).

When did the Plan get confirmed?

Bankruptcy Court entered its order confirming the Plan (the “Confirmation Order”) on October 26, 2018 (the “Confirmation Date”). A link to the Confirmation Order entered by the Bankruptcy Court may be accessed free of charge here (or from the list of files to the left; see “Findings of Fact, Conclusions of Law, and Order Confirming the First Amended Joint Chapter 11 Plan”). Since the entry of the Confirmation Order, the Debtors, the Committee, the Noteholder Committee, and the Unitholder Committee have worked in order to satisfy the conditions to the Plan’s effectiveness as required under the Plan.

When was the Effective Date of the Plan? What is the difference between the Confirmation Date and Effective Date?

The Plan became effective on February 15, 2019 (the “Effective Date”). Although the Plan was confirmed on October 26, 2018, the Plan required that certain conditions be satisfied either prior to or subsequent to the confirmation date in order for the Plan to be implemented and become “effective.” Since the entry of the Confirmation Order, the Debtors, the Unsecured Creditors’ Committee, the Noteholder Committee, and the Unitholder Committee have worked in order to satisfy the conditions to the Plan’s effectiveness as required under the Plan.

What does the Plan do?

The Plan provides for the creation of two primary entities: (i) a Wind-Down Entity, which, through its subsidiaries, will own many of Woodbridge’s assets (including Woodbridge’s real estate properties) and will sell those assets to generate cash; and (ii) a Liquidation Trust, which will own the Wind-Down Entity and its subsidiaries, and which will receive cash generated by the Wind-Down Entity. The Liquidation Trust will also own estate claims and causes of action, such as lawsuits against third parties, the prosecution or settlement of which may generate additional cash for the Liquidation Trust.

Woodbridge’s unsecured creditors (including investors holding notes and units) will receive interests in the Liquidation Trust (“Liquidation Trust Interests”), which will entitle them to cash distributions over time from the Liquidation Trust.

What does the Plan give me?

If you hold an Allowed Claim against the Debtors on account of a (i) Class 3 Standard Note Claim, (ii) Class 4 General Unsecured Claim, or (iii) Class 5 Unit Claim, then the Plan provides that, on the Effective Date, you will receive Liquidation Trust Interests that entitle you to cash distributions from the Liquidation Trust.

Can I elect to receive specific properties instead of cash?

No. Your Liquidation Trust Interests do not entitle you to any specific properties or other assets held by the Liquidation Trust. They entitle you only to cash distributions from the Liquidation Trust.

I am a Noteholder. Do I have an Allowed Class 3 Standard Note Claim that will entitle me to Liquidation Trust Interests on the Effective Date?

Most likely. With certain uncommon exceptions (such as being a Disputing Claimant, an Excluded Party, or a holder of a Class 6 Note Claim that has not opted into Class 3), all Noteholders are holders of Class 3 Standard Note Claims that are Allowed as of the Effective Date. If you are unsure whether you have an Allowed Class 3 Standard Note Claim, you may contact counsel to the Liquidation Trustee at the contact information below.

I am a Unitholder. Do I have an Allowed Class 5 Unit Claim that will entitle me to Liquidation Trust Interests on the Effective Date?

Most likely. With certain uncommon exceptions (such as being a Disputing Claimant or an Excluded Party), all Unitholders are holders of Class 5 Unit Claims that are Allowed as of the Effective Date. If you are unsure whether you have an Allowed Class 5 Unit Claim, you may contact counsel to the Liquidation Trustee at the contact information below.

How many Liquidation Trust Interests will I get?

Holders of Allowed Class 3 Standard Note Claims and Allowed Class 4 General Unsecured Claims will receive one (1) Class A Liquidation Trust Interest for each $75.00 of Net Note Claims or Allowed General Unsecured Claims held by such creditor.

Holders of Allowed Class 5 Unit Claims will receive 72.5% of one (1) Class A Liquidation Trust Interest and 27.5% of one (1) Class B Liquidation Trust Interest for each $75.00 of Net Unit Claims held by such Unitholder.

What is the difference between “Class A” and “Class B” Liquidation Trust Interests?

Class A Liquidation Trust Interests are distributed to all holders of Allowed Class 3 Standard Note Claims, Allowed Class 4 General Unsecured Claims, and Allowed Class 5 Unit Claims. However, as noted in the answer to the previous question, holders of Allowed Class 5 Unit Claims receive fewer Class A Liquidation Trust Interests relative to holders of Allowed Class 3 Standard Note Claims and Allowed Class 4 General Unsecured Claims.

For example, if a Noteholder and Unitholder both hold $300 in claims, the Noteholder would receive four (4) Class A Liquidation Trust Interests ($300 / $75 = 4), whereas the Unitholder would receive 2.9 Class A Liquidation Trust Interests (($300 / $75) x .725 = 2.9).

Holders of Allowed Class 5 Unit Claims will also receive Class B Liquidation Trust Interests on account of the remaining 27.5% of their unit claims. Accordingly, in the above example, in addition to receiving 2.9 Class A Liquidation Trust Interests, a holder of an Allowed Class 5 Unit Claim would also receive 1.1 Class B Liquidation Trust Interests (($300 / $75) x .275 = 1.1).

Class B Liquidation Trust Interests will only receive cash distributions from the Liquidation Trust after all claims represented by Class A Liquidation Trust Interests have been paid in full.

I am a Unitholder. Why do I get less than Noteholders?

There was a significant dispute in the bankruptcy cases regarding whether the Units actually are “claims,” or instead are “equity” (ownership interests) in the Debtors (in which case Unitholders could be entitled to be paid nothing). Rather than spend significant time and money litigating these very complicated issues, the parties (including a fiduciary group for Unitholders) negotiated and settled upon allowance of claims for Unitholders at a 27.5% discount as compared to Noteholders’ claims. Thus, Unitholders will initially receive 72.5% of what Noteholders receive in terms of relative distributions against their respective net investments. This aspect of the settlement is accomplished by affording Noteholders Class A Liquidation Trust Interests for 100% of their Net Note Claims and affording Unitholders Class A Liquidation Trust Interests for only 72.5% of their Net Unit Claims.

Unitholders also get Class B Liquidation Trust Interests for the other 27.5% of their Net Unit Claims, so that if there is more money available after payment of the Net Note Claims, Allowed General Unsecured Claims, and Net Unit Claims represented by the Class A Liquidation Trust Interests, then Unitholders will receive cash distributions on their Class B Liquidation Trust Interests until the remaining Net Unit Claims are paid.

Will I get a document evidencing my Liquidation Trust Interests?

No. There will be no paper certificates. All Liquidation Trust Interests will be maintained by the Liquidation Trustee (or his designee) in book entry form only.

When will I get money and how much will I get?

The Liquidation Trust has targeted an initial cash distribution of not less than five percent (5%) of each (i) Allowed Net Note Claim and (ii) Allowed General Unsecured Claim, and 3.6% of each Allowed Net Unit Claim (this takes into account the reduced distribution to Unitholders described above) to take place on or before March 31, 2019. Subsequent distributions will take place in the Liquidation Trustee’s discretion, as and when excess cash is available and subject to the terms and condition of the Plan and the Liquidation Trust Agreement.

When will all of the properties be sold?

The Wind-Down Entity anticipates that the process of liquidating all of the Debtors’ real properties will take between two and three years.

How much will I get at the end of that two-to-three year period?

Nobody can guarantee or predict with certainty what your recovery will be. The Disclosure Statement that accompanied the Plan projected a range of estimated recoveries of 60%-70% of Net Note Claims and General Unsecured Claims, and 40%-50% of Net Unit Claims. The Disclosure Statement can be accessed here free of charge (or from the list of files to the left; see “Disclosure statement to first amended plan”).

Could I get more than those projections?

Yes, it is possible that you could get more or less. The Wind-Down Entity’s assets are largely composed of real estate. If the real estate market goes up, then sale prices, and, by extension, cash available for distribution, will go up as well. Conversely, if the real estate market goes down, the projected recoveries may go down as well. Risks factors other than normal market fluctuations may also influence sale prices, and the Disclosure Statement identifies additional risk factors attendant to this process. In addition, the projected recoveries do not include cash generated by claims (e.g., lawsuits) that may be asserted by the Liquidation Trustee against third parties, the prosecution or settlement of which may increase the cash available for distribution, or the cost of pursuing litigation, which may decrease cash available for distribution.

Why can’t you sell all the properties now and pay me back all at once?

There are at least two reasons for this. First, if the Wind-Down Entity were to list all of its properties for sale at the same time, that could increase the supply of properties in the relevant area, suppressing demand and resulting in lower prices. Second, many of the properties are in early or middle stages of development and simply aren’t ready to go to market yet. The Wind-Down Entity has an experienced real estate team running the development and sales process, and they have made careful decisions regarding which properties to develop and which properties to sell “as is.”

I forgot to send back my ballot. Do I still get to participate in the Trust?

Yes. If you hold an Allowed Class 3 Standard Note Claim, Allowed Class 4 General Unsecured Claim, or Allowed Class 5 Unit Claim, you are entitled to receive Liquidation Trust Interests irrespective of whether you mailed back your ballot, or whether you voted for or against the Plan.

Why am I not receiving payment in full of my claim?

The Disclosure Statement projects a range of between $518 million and $579 million of cash available for distribution to general unsecured creditors. There are over $800 million in claims that need to share in the projected $518 million to $579 million in cash. Accordingly, the Liquidation Trust cannot pay all creditors in full, absent significant success in pursuing litigation claims.

Why can’t Robert Shapiro pay me back?

Claims against Robert Shapiro are not being settled or released as part of the Plan. The Liquidation Trust will investigate and pursue appropriate claims against Robert Shapiro, including claims assigned to the Liquidation Trust by investors who made such election on their Ballots.

I read that Robert Shapiro owes the SEC over $100 million. Will we get that money?

Press reports regarding the recent settlement between the Securities and Exchange Commission (SEC) and Robert Shapiro have created a great deal of confusion. While the underlying settlement provides for the Court to order Robert Shapiro to pay in excess of $100MM for disgorgement, prejudgment interest, and a civil penalty, the Liquidation Trust has no reason to believe that Mr. Shapiro has the ability or intention to make the Court-ordered payments. To the knowledge of the Liquidation Trust, no amounts have been escrowed by Mr. Shapiro for payment of the settlement and no specific property has been identified for satisfaction of the settlement.

I invested through my IRA. Can you pay me directly instead of paying my IRA?

If you purchased your investment in Woodbridge through a custodial account, such as an IRA, then the Liquidation Trust will make any distributions to your custodian. The custodian is the holder of legal title to the funds, and the Liquidation Trust must make distributions to the holder of legal title.

Who is responsible for administering the liquidation of assets, the prosecution of litigation and the distribution of cash by Liquidation Trust and the Wind-Down Entity?

The liquidation of assets by the Wind-Down Entity will be administered primarily by the Wind-Down CEO. The Wind-Down Board will oversee the Wind-Down CEO to the extent set forth in the Wind-Down LLC Agreement. The Board of Managers consists of: Frederick Chin (who is also the Wind-Down CEO), M. Freddie Reiss, and Richard Nevins.

The prosecution of litigation and the distribution of cash by the Liquidation Trust will be administered primarily by the Liquidation Trustee. A Liquidation Trust Supervisory Board will oversee the Liquidation Trustee to the extent set forth in the Liquidation Trust Agreement. The initial members of the Liquidation Trust Supervisory Board are: Jay Beynon, Dr. Raymond C. Blackburn, Terry Goebel, Lynn Myrick, and John J. O’Neill. Three of these individuals were nominated to the Liquidation Trust Supervisory Board by the Committee and one member was nominated by each of the Unitholder Committee and the Noteholder Committee.

Who is the Liquidation Trustee and who appointed him?

Michael I. Goldberg is the Liquidation Trustee. Prior to the Effective Date, Mr. Goldberg served as a member of the Debtors’ independent Board of Managers, and had been the SEC’s designee to that Board. Mr. Goldberg was unanimously selected to be the Liquidation Trustee by the Unsecured Creditors’ Committee, the Noteholder Committee, and the Unitholder Committee.

Mr. Goldberg is the co-chair of Akerman LLP’s Fraud & Recovery Practice Group, a comprehensive fraud management team focusing on Ponzi schemes and EB-5 fraud. Mr. Goldberg has managed some of the largest Ponzi scheme liquidation recoveries in U.S. history. More recently he has developed a reputation for his work unraveling EB-5 fraud schemes. Mr. Goldberg has served as court-appointed receiver in many cases over the past two decades, helping maximize returns to victims by identifying, securing, and monetizing potential assets as quickly and efficiently as possible. Mr. Goldberg regularly lectures on Ponzi schemes, EB-5 fraud and receiverships and has written numerous articles on these topics.

Mr. Goldberg is regularly recommended to serve as receiver to district courts by the SEC in connection with SEC receivership cases and has served as a receiver for the SEC in approximately 20 cases in the past 20 years.

Who is the Wind-Down CEO and who appointed him?

Frederick Chin is the Wind-Down CEO. The Bankruptcy Court previously approved Mr. Chin as the Debtors’ Chief Executive Officer in March 2018. Since that time, Mr. Chin has served as the Debtors’ CEO.

Mr. Chin has extensive consulting and restructuring experience and has led, operated, and advised under-performing and high-growth real estate companies. Specifically, he has experience managing and enhancing liquidity and developing and implementing turnaround improvement plans and processes to achieve operational efficiency and increase accountability.

How is the amount of my Note or Unit Claim calculated under the Plan, and what is “Netting”?

Under the Plan, for purposes of determining your “pro rata” share of cash distributions, your claim will be calculated “net” of any prior distributions or payments that you may have received from Woodbridge in connection with any Notes or Units (other than return of principal or capital which already has been applied to reduce your claim).

The netting referred to above is required in order to treat all investors fairly in light of the fact that Woodbridge was operated as a Ponzi scheme. When a Ponzi scheme occurs, the law is designed to prevent some investors from realizing a profit while others are left to suffer a loss, and the Plan accounts for that. This netting recognizes the reality that there was no legitimate source of funds for Woodbridge to pay any so-called “interest” or “dividends.” Those payments were made with other victims’ money. So netting treats prior payments as return of investor victims’ principal, as they cannot be considered legitimate investment return on principal (interest or dividends). For example, if you invested $1,000 in Notes or Units issued by Woodbridge, and were paid $100 in interest prior to the commencement of the Woodbridge bankruptcy cases, then your “net” claim for purposes of the Plan would be $900. If, on the other hand, you invested $1,000 in Notes or Units issued by Woodbridge, and were paid nothing in the past by Woodbridge, then your “net” claim for purposes of the Plan would be the full $1,000 that you invested.

How can I recover prior tax payments I made to the IRS based on “interest” I received that is now being deducted from my net claim?

The Liquidation Trustee is unable to provide tax advice. All holders of Liquidation Trust Interests are urged to consult with their tax advisors regarding their specific tax circumstances.

How can I change the amount of my Required Minimum Distribution from my IRA?

The Liquidation Trustee is unable to provide tax advice. All holders of Liquidation Trust Interests are urged to consult with their tax advisors regarding their specific tax circumstances.

Are the Liquidation Trust Interests transferable?

Not currently. Under the Plan, the Liquidation Trust Interests to be distributed to creditors shall initially be subject to transfer restrictions that prohibit assignment or transfer by any holder thereof other than by will or intestate succession or otherwise by operation of law.

The Liquidation Trust will use its commercially reasonable best efforts to cause registration of the Class A Liquidation Trust Interests under the Securities Exchange Act of 1934 (the “Exchange Act”) to become effective, and for the Class A Liquidation Trust Interests to be quoted with an OTC ticker symbol, as soon as reasonably practicable after the Effective Date, but in no event will the Liquidation Trust file such registration statement any later than may be required under section 12(g) of the Exchange Act or the rules and regulations promulgated thereunder. Upon the effectiveness of such Exchange Act registration, (i) the transfer restrictions on Class A Liquidation Trust Interests will terminate and cease to be of any force or effect and (ii) the Class A Liquidation Trust Interests may be transferred by the holders thereof to the extent otherwise permissible under applicable law.

The Liquidation Trust does not expect that Class B Liquidation Trust Interests will be registered under the Exchange Act.

Where can I receive additional information about the Liquidation Trust?

Additional information regarding the Liquidation Trust, including selected filings made with the Bankruptcy Court, can be found on the left-hand side of this page under Filings. For answers to other questions, you may contact counsel to the Liquidation Trust at (310) 203-4271, extension 4271.