WOODBRIDGE LIQUIDATION TRUST : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)


Item 1.01 – Entry into a Material Definitive Agreement

Amendment of Wind-Down Entity’s LLC 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
.

Part-Time Employment Agreements

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.

Fong Part-Time Agreement. Pursuant to the Fong Part-Time Agreement, the
Wind-Down Entity has agreed to employ Ms. Fong on a part-time, nonexclusive
basis as the Wind-Down Entity’s Chief Executive Officer and Chief Financial
Officer effective January 1, 2023. Ms. Fong’s current, full-time employment as
Chief Financial Officer of the Wind-Down Entity continues to be governed by her
existing employment agreement with the Wind-Down Entity through December 31,
2022
, at which time her employment under such agreement will terminate.

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.

Kemper Part-Time Agreement. Pursuant to the Kemper Part-Time Agreement, the
Wind-Down Entity has agreed to employ Mr. Kemper on a part-time, nonexclusive
basis as the Wind-Down Entity’s Chief Operating Officer effective January 1,
2023
. Mr. Kemper’s current, full-time employment as Chief Operating Officer and
Chief Investment Officer continues to be governed by his existing employment
agreement with the Wind-Down Entity through December 31, 2022, at which time his
employment under such agreement will terminate.

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 Departure of Directors or Certain Officers; Election of Directors;
5.02 – 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.

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Appointment of New CEO/CFO. On November 30, 2022 the WDE Board appointed Marion
W. Fong
as the Wind-Down Entity’s Chief Executive Officer, effective January 1,
2023
. Ms. Fong, age 58, is currently the Chief Financial Officer of the
Wind-Down Entity and its subsidiaries, a position in which she has served since
February 2019. Ms. Fong is the founder and principal of Mariposa Real Estate
Advisors, LLC
(January 2001 to present), which provides real estate financial
consulting services to public and private real estate companies, institutional
investors, developers, operators and lenders. Ms. Fong has over 30 years’
experience in the real estate industry, including knowledge of many aspects of
real estate development, acquisitions, dispositions, transaction structuring,
workouts and restructuring and capital access. Ms. Fong was a partner in the
Real Estate Advisory Service Group of Ernst & Young LLP and was a Senior Manager
at Kenneth Leventhal & Company. Ms. Fong was admitted to the Counselors of Real
Estate in 2000 and earned her Bachelor of Arts in Economics from Occidental
College
.

Compensatory Arrangements for New CEO/CFO. As described in Item 1.01 above, the
Wind-Down Entity has entered into the Fong Part-Time Agreement with its Chief
Financial Officer Marion W. Fong. Under the Fong Part-Time Agreement,
commencing January 1, 2023 Ms. Fong on a part-time, nonexclusive basis will
continue to serve as the Wind-Down Entity’s Chief Financial Officer and will
commence service as the Wind-Down Entity’s Chief Executive Officer. In the Fong
Part-Time Agreement, the Wind-Down Entity acknowledges Ms. Fong’s entitlement to
receipt, on January 2, 2023 or as soon as thereafter as reasonably practicable,
of the retention bonus and the wind-down bonus to which she is entitled under
her prior employment agreement with the Wind-Down Entity and to accrued but
unused vacation time as of December 31, 2022. In the Fong Part-Time Agreement, Ms. Fong acknowledges that she will not receive a discretionary bonus for the
period commencing January 1, 2022 through the date of termination of her
employment under her previous employment agreement with the Wind-Down Entity.

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).

Elimination of CIO. As described in Item 1.01 above, the Wind-Down Entity has
entered into the Kemper Part-Time Agreement with its Chief Operating Officer and
Chief Investment Officer David Mark Kemper II. In connection with the Kemper
Part-Time Agreement, on November 30, 2022, the WDE Board removed Mr. Kemper as
the Wind-Down Entity’s Chief Investment Officer, effective as of December 31,
2022
. The Wind-Down Entity has no current plans to fill this position.

Compensatory Arrangements for COO. As described in Item 1.01 above, the
Wind-Down Entity has entered into the Kemper Part-Time Agreement with its Chief
Operating Officer and Chief Investment Officer David Mark Kemper II. Pursuant
to the Kemper Part-Time Agreement, commencing January 1, 2023 Mr. Kemper will
cease to be obligated to provide any services as Chief Investment Officer and,
on a part-time, nonexclusive basis, will continue to serve as the Wind-Down
Entity’s Chief Operating Officer. In the Kemper Part-Time Agreement, the
Wind-Down Entity acknowledges Mr. Kemper’s entitlement to receipt, on January 2,
2023
or as soon as thereafter as reasonably practicable, of the retention bonus
and the wind-down bonus to which he is entitled under his prior employment
agreement with the Wind-Down Entity and to accrued but unused vacation time as
of December 31, 2022. In the Kemper Part-Time Agreement, Mr. Kemper acknowledges that he will not receive a discretionary bonus for the period
commencing January 1, 2022 through the date of termination of his employment
under his previous employment agreement with the Wind-Down Entity.

——————————————————————————–

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



    (d)  Exhibits

           10.1   First Amendment to Limited Liability Company Agreement of
                  Woodbridge Wind-Down Entity LLC dated November 30, 2022 by
                  Woodbridge Liquidation Trust
           10.2   Part-Time Employment Agreement dated November 30, 2022 between
                  Woodbridge Wind-Down Entity LLC and Marion W. Fong
           10.3   Part-Time Employment Agreement dated November 30, 2022 between
                  Woodbridge Wind-Down Entity LLC and David Mark Kemper II


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