1. What happened to my GWG Holdings, Inc. securities or claims in the GWG bankruptcy and how were the New WDT Interests calculated? 

On June 20, 2023, the Bankruptcy Court confirmed the Debtors’ chapter 11 plan (the “Plan”).  A copy of the Plan and the order confirming the Plan can be found at the following: Order Confirming Plan

On August 1, 2023, the Plan became effective (the “Effective Date”). On the Effective Date, in accordance with the Plan, all existing securities issued by GWG, including GWG’s common stock, preferred stock and debt securities (including all L Bonds) were cancelled and were replaced with interests (“New WDT Interests”) in a trust created to liquidate the Debtors’ assets called the GWG Wind Down Trust. As of August 1, 2023, GWG Holdings, Inc. no longer operates as a business. The corporation was dissolved on or about January 15, 2024. The WDT Interests as described below are not securities and are not transferable or to be sold, except for the allowed transfers detailed in FAQ #7. 

A summary* of the conversion+ of “Allowed#” claims to New WDT Interests is as follows:

L Bond Claims: One (1) Series A1 WDT Interest for each dollar of L Bonds outstanding (i.e., principal, and accrued and unpaid pre-petition interest beginning December 1, 2021, on such L Bond as of April 20, 2022).  An example of the conversion of the 50,000 bond may reflect as 51,448 of Series A1 WDT Interest on the Computershare account statement and website. This is an example only, not actual.

General Unsecured Claims:  One (1) Series B WDT Interest for each dollar of allowed General Unsecured Claim.

Series 1 Preferred Stock: 1,000 Series C WDT Interests for each share of Series 1 Preferred Stock.

Series 2 Preferred Stock: 1,000 Series D WDT Interests for each share of Series 2 Preferred Stock.

Common Stock: One (1) Series E WDT Interest for each share of GWG common stock.

* This summary is provided for information purposes only.  Please refer to the Plan and Confirmation Order for complete information. 

+ In accordance with the Plan, in the event the calculations resulted in the issuance of a fractional number of New WDT Interests, the actual distribution of such New WDT Interests was rounded as follows: (a) fractions of one-half (1/2) or greater were rounded to the next higher whole number; and (b) fractions of less than one-half (1/2) were rounded to the next lower whole number.

# Only claimants holding “Allowed” claims are entitled to the distributions set forth below under the Plan. 

  1. Where are my GWG Wind Down Trust interests located?

Computershare is the Transfer Agent of the GWG Wind Down Trust.  The securities holder data for those accounts held directly by former GWG Holdings, Inc. investors, as of August 1, 2023 was transferred from GWG Holdings, Inc. to Computershare for the purpose of making position data accessible to all direct holders of Series A1, Series A2, Series B, Series C, Series D and Series E New WDT Interests. It is optional to register with Computershare to access your account. It is not required. All indirect holders of the New WDT Interests remain held by your broker.

If your GWG Holdings, Inc. investments were held through your broker and/or custodian at the time of the bankruptcy filing, the data remains held by the broker and/or custodian through the assigned CUSIP, such CUSIP being escrowed through the Depository Trust & Clearing Corporation (“DTC”). Neither Computershare nor the GWG Wind Down Trust currently has access to the WDT Interest accounts held indirectly through brokers.

  1. Where do I make changes to my account?

Direct Holders

Changes should be directed through Computershare. The Trustee’s office can help with address changes if you have any issues, but all address changes will need to comply with Computershare’s verification requirements.  Address changes can only be processed for individuals/holders who hold their interests directly without a broker or custodian. Similarly, any changes to a direct holder’s banking must be directed through Computershare. 

The Trustee’s office can assist when you have issues with registering with Computershare but cannot do the registration process for you. You must contact Computershare with any questions or issues to first resolve them at 1-866-595-6048, option 1 (U.S.). The Trustee’s office does not have access to the registration process nor can the Trustee’s office make any changes to your account.

Computershare cannot answer questions related to value of the New WDT Interests or other questions pertaining to the operations of the GWG Wind Down Trust. Those questions should be directed to inquiry@gwgholdingstrust.com.

Indirect Holders (Broker or Custodian through DTC)

Any change requests by holders holding their New WDT Interests in an account with a broker or custodian through the facilities of The Depositary Trust Company (“DTC”) must be directed to such broker or custodian.

All New WDT Interests holders whose interests are held indirectly through their brokers and custodians must contact their brokers or custodians if they have not seen the conversion of any former securities of GWG into New WDT Interests in the GWG Wind Down Trust. Brokers and custodians were notified through DTC and the LENS Portal of this conversion.

  1. What is the value of the assets of the WDT Interests?

Please see Asset Values webpage.

  1. When can I expect to receive a payment (distribution) under the GWG Wind Down Trust?

At this time, we have not determined when the first distribution to the Series A1 WDT Interests or any other series of New WDT Interests will be paid, due to the various factors such as the realization of proceeds from the liquidation of Beneficent stock and actual receipts from the prosecution of the retained causes of action by the Litigation Trust.  

  1. What steps must be taken by the beneficiary of a deceased Interest Holder?

General requirements for deceased transfers are:

  • Certified copy of death certificate;
  • Affidavit of domicile;
  • Court appointment papers, if any; and/or
  • Completed transfer documents with medallion signature guaranty.

The following letter and accompanying forms must be read and completed and mailed or delivered to Computershare at the address included in the letter. Computershare will process the package for approval by the Trustee’s office. Once approved, Computershare will complete the transfer.

For completion of the forms, please insert “Interests” and mark off “shares” on Computershare’s standard forms as the New WDT Interests are not securities. This is a unique case and not standard Transfer Agent practice.

[Link for forms provided below.]

02YV6A_WEB_AIP_US_DECEASED_Letter_WEB_8-28-19_00E4NA_TR_Surviving_Tenant.qxd (computershare.com)

  1. Can I sell or transfer my WDT Interests to third party?  

Other than with limited exceptions, WDT Interests cannot be transferred or sold. The WDT Interests are not securities. As noted above, on the Effective Date, all existing securities issued by GWG, including GWG’s common stock, preferred stock and debt securities (including all L Bonds) were cancelled and were replaced with New WDT Interests. All terms of GWG’s cancelled securities, including with respect to the circumstances under which such securities could be transferred, are no longer operative. The terms governing the transfer of New WDT Interests are set forth in the Plan and the Trust Agreement.

In accordance with Article IV.J of the Plan and Section 2.4(a) of the Trust Agreement, the New WDT Interests are not transferrable generally, except by will, intestate succession, or otherwise by operation of law.  There are additional restrictions upon transfer of New WDT Interests which are set forth in the Trust Agreement.

All transfers of L Bonds held directly without a broker or custodian prior to cancellation on the Effective Date were required to be submitted to GWG to be reflected on its books and records prior to the Effective Date. As the Effective Date has passed, we are not able to process either (i) any purported transfers of L Bonds prior to the Effective Date; or (ii) any purported transfers of New WDT Interests after the Effective Date, unless, in the case of a transfer of New WDT Interests, such transfer is in accordance with the Plan and the Trust Agreement.

In addition, a holder currently holding their WDT Interests through a broker or custodian through the facilities of DTC may move their position out of the DTC to be held directly with Computershare as long as the holder does not change.  Similarly, if the WDT Interests are held within an IRA or 401k that is terminating, the holder may then hold the WDT Interests directly or through a broker as long as the holder does not change.  In order to effect either of these changes, the holder must fill out this [form]:

For completion of the forms, please insert “Interests” and mark off “shares” on Computershare’s standard forms as the WDT Interests are non-securities. This is a unique case and not standard Distribution Agent and Transfer Agent practice.

[Link for forms provided below.]

https://cda.computershare.com/Content/eebf23ce-cda3-445f-87a6-065b60248319 (U.S.)

https://cda.computershare.com/Content/324aa5d2-1832-4313-bb6a-3cac10fd96a0 (International)

  1. How can I redeem my New WDT Interests?

The New WDT Interests are not redeemable. Any net cash proceeds from the liquidation of assets transferred to the GWG Wind Down Trust or from prosecution or settlement of actions by the Litigation Trust will be distributed as directed by the Trustee on behalf of the GWG Wind Down Trust in accordance with the Plan and the Trust Agreement.

Holders of New WDT Interests cannot recover more than the full amounts owed on account of such New WDT Interests unless such recovery is: (1) permissible under applicable law; and (2) from third-party sources other than the Debtors, the Wind Down Trust, or Litigation Trust, as provided for under this Plan.

Cash distributions will be made in the priority order established in the Confirmation Order and the Trust Agreement.

  1. Will financial advisors, brokers/dealers have access to an advisor portal on behalf of their clients?

The Computershare advisor portal for GWG Wind Down Trust has been live since September 14, 2023. Any questions related to the advisor portal should be directed to Computershare. The Trustee’s office will not have any access to the portal nor be able to answer any questions related to the portal.

Additionally, if the advisor is not listed under your account with Computershare, please complete the linked form for the advisor to gain access. 

[Link for form provided below.]

02Z26B_FIFA_Maintenance_Form_WEB_ONLY_GENERIC_10-15-19_00A5SF_Irrevocable_Stock_Power_Form.qxd (computershare.com)

  1. What are the interests in Beneficient? What is the timing for liquidation?

The GWG Wind Down Trust currently holds approximately 169.4 million shares of common stock of Beneficent. Sales of the shares of Beneficent is regulated by the U.S. securities laws. Beneficent has filed a registration statement on Form S-1 (File No. 333-273322) with the Securities and Exchange Commission registering such shares for sale. This registration statement has not been declared effective by the SEC. Sales of the Beneficent shares will be done in accordance with appliable law and at times and in amounts that the Trustee determines in accordance with the Plan and the Trust Agreement.

The GWG Wind Down Trust, (“WDT”) does not have any insight into the finances of Beneficient (“BENF”) beyond what any other shareholder would have. As any shareholder, the WDT cannot be privy to any material non-public information. The operating results of the registrant BENF are proprietary to BENF until they are published by BENF through the release of the registrants, financial statements through the Securities and Exchange Commission. As to the Trusts outlook as to the value of the BENF stock, the Trust like all other shareholders continues to monitor the performance of the equity on a daily basis. Beyond monitoring the performance of the equity and reviewing the financial statements published by BENF, the WDT does not have any insight into the prospect of the performance of the BENF equity.

The WDT is well aware of what the potential impact of releasing large quantities of shares into the marketplace would be. As the WDT explores any and all opportunities as to the monetization and or distribution of the BENF shares, the WDT is factoring in potential outcomes of potential distribution and or liquidation, with the end goal being preservation of capital for the benefit of the WDT interest holders. The WDT will update this site as liquidation of the stock proceeds.

  1. What is the interest in FOXO?

The Wind Down Trust holds approximately 4.6 million shares of FOXO. On October 13, 2023, the GWG Wind Down Trust sold its stock holdings of FOXO Technologies, Inc. (4,646,698 shares in total) and realized net proceeds of $586,943.

  1. What is the impact of the settlement with Fifth Season as to the Trust?

The settlement agreement with Fifth Season consists of allowance of an $8 million administrative claim.

13. How will interest accrue and be paid on the new WDT interests?  How will it be reflected at Computershare or in brokerage accounts? 

Interest on the Series A1 WDT Interests and Series A2 WDT Interests, which were issued to GWG bondholders, accrues at a rate of 9.00% per annum.  Interest on the Series B WDT Interests, which were issued to general unsecured creditors of GWG, accrues at the Federal Judgment Rate.  Interest at the foregoing rates accrues beginning as of April 20, 2022, the date on which GWG Holdings and certain of its affiliates commenced their chapter 11 cases.  However, interest on interest-bearing WDT Interests is not paid, if ever, until the full principal amount of such interests has been paid.  Further, Series C, D, and E WDT Interests, which were issued to holders of preferred and common stock issued by GWG Holdings, do not accrue interest.

The Wind Down Trust will maintain records of interest accrued on the WDT Interests and will include information concerning such accrued interest on its website.  However, in light of the timing of such interest payments, it would be it would be unduly burdensome and expensive to provide monthly individualized reporting concerning interest accrual.  Accordingly, brokerage and Computershare accounts will not be updated to reflect such interest accrual.  Instead, as and when any interest payments are made, following the payment in full of the principal amounts of the related WDT interests, account statements will reflect distributions made on account of accrued interest.

14. Is the insurance portfolio sale for $10 million partial or a full sale?

Following the Plan Effective Date, the WDT Trustee commenced a marketing process for the sale of the Policy Portfolio. The WDT Trustee established a data room, entered into eleven non-disclosure agreements with potentially interested parties, and ultimately received proposals from two bidders.

The WDT Trustee evaluated the proposals, taking into account the net cash to the Wind Down Trust, the financial wherewithal of the proposed purchaser, the timing for a proposed closing, the proposed transaction structure, the completion of the portfolio diligence by the bidders, the reduction in operating costs to the Wind Down Trust, and the willingness of the Exit Facility/Lender to provide the required consents and amendments for an assumption of the Exit Facility.

Following a thorough evaluation process, the WDT Trustee elected to sell the entire Policy Portfolio (through selling the Wind Down Trust’s limited liability interests in Portfolio Co.) in exchange for $10 million and the purchaser’s assumption of the existing Exit Facility/Loan.  Closing occurred on October 13, 2023. 

For further information as to the Motion, Order and Notice of Closing of the Portfolio Sale, please click on the links below:

Emergency motion to approve life insurance portfolio sale

Order authorizing Portfolio Sale

Notice of Life Insurance Portfolio Sale Closing

15. What is the breakdown of the total of all the series for WDT units overseen by the Trust?

16. What are my interests worth?

Due to the various factors such as the realization of proceeds from the liquidation of Beneficient stock and actual receipts from the prosecution of the retained causes of action by the Litigation Trust, we have not determined the potential return to the Trust for the benefit of the WDT Interest Holders. There are many unknown factors at this time and until the last case is litigated to a resolution, the total potential amount to be realized remains unknown.

17. What is the tax impact for 2023 or will it take place in the future when the Wind Down Trust is complete?

Neither the Trustee nor the Trust’s financial advisors provide tax advice. Each interest holder should seek counsel from their respective tax advisors.

18. On April 2, 2024 the Wind Down Trust completed a mailing of Substitute Grantor Letters to interest holders whose interests are held at Computershare. Included in the Substitute Grantor Letters are individual interest holders pro-rate share of the Wind Down Trust’s income and expenses for the fiscal year ended December 31, 2023.  These letters can be accessed individually through your Computershare account if you have completed the sign in forms, or by your financial advisor, custodian or broker through the financial advisor/custodian portal maintained by Computershare. All financial advisors must be registered with Computershare to have access.

For Interest holders whose interests are held in brokerage accounts the Wind Down Trust has uploaded the same Income and Expense data to various tax reporting portals so that brokers representing interest holders may obtain and report that date back to the individual interest holders.  The details were posted through the FIS and LENS portals.

19. Claimant Letters – Deadline to respond has been extended until July 15, 2024.

On May 14, 2024, Elizabeth Freeman, the GWG Wind Down Trustee mailed letters to bondholders, claimants and shareholders that filed Proofs of Claims. The confirmed Plan cancelled the L Bonds and the shares. In their place, the Plan provided for the issuance of several series of WDT Interests in the GWG Wind Down Trust. More information regarding the WDT Interest Series can be found on this webpage at https://gwgholdingstrust.com/wind-down-trust/.

The assets of GWG Holdings, Inc. were transferred free and clear of any liens to the GWG Wind Down Trust. The Wind Down Trust was charged with liquidating those assets, including the FOXO and Beneficient common stock and the insurance policy portfolio. The Wind Down Trust is also the beneficiary of the GWG Litigation Trust. Any net proceeds derived from the GWG Litigation Trust from D&O policies and prosecution of causes of action will be delivered to the Wind Down Trust.

Proceeds from sales of assets or litigation will be paid following the hierarchy of the Plan. The following responses should clarify questions that have been asked pertaining to the letter.

1. Does signing the letter agreeing to change my claim from secured or priority to unsecured claim change my position relating to the WDT Interests issued?

There is NO change in your position of the WDT Interests issued to you. All former bond holder claims remain as Series A1 WDT Interests issued representing the principal amount of the former bond and unpaid accrued interest due prior to April 20, 2022. The issuance of the WDT Interests for the conversion of the bond should satisfy the claim filed. The Trust is validating your claim as filed.

2. What am I agreeing to if I sign the letter where provided.

By signing the letter, you are Agreeing that your claim has been satisfied by the issuance of the WDT Interest to you.

3. Why was the amount of WDT Interests omitted from the Trustee’s letter?

Many of the Proofs of Claims filed were by former bond holders or stockholders who held those investments and now the current WDT Interests through their broker. This method is known as holding in “street” name. Neither the Trustee, her professionals nor Computershare see the details of the accounts held in street name. Many of the claims did not provide documents supporting the ownership of the prior investments, the former investment CUSIP number or any details showing actual ownership. We were unable to validate the WDT Interests of those claims.

4. For claims marked as unliquidated or unknown as to any amounts, by signing the letter, you are Agreeing that your claim has been satisfied with the WDT Interest issued to you. When the plan was confirmed, all former bonds and other investments were cancelled. WDT Interests were issued based upon your holdings. For L Bond holders and stockholders, the WDT Interests were issued based on your holdings of record.

5. What happens if I do not sign the letter?

If your claim was misclassified as secured or priority, unliquidated or unknown, then the Trustee may have no recourse but to file an objection to your claim with the Bankruptcy Court.

6. Where do I find the amount of the WDT Interests issued?

If your former investments were held directly with GWG Holdings, Inc., Computershare can provide you with the WDT Interests issued. If your former investment was handled through your broker, your broker should provide the amount of the WDT Interests issued to you on your brokerage statement. Please let the Trust know either by emailing inquiry@gwgholdingstrust.com or calling (713) 654-5150 if your brokerage statement does not indicate WDT Interests. Be assured the WDT Interests have been escrowed by the Depository Trust & Clearing Corporation pursuant to CUSIPs assigned to the WDT Interests. The former GWG Holdings bonds and stocks should show as cancelled.

7. I filed an unsecured claim, why have I received the letter?

Two reasons: (i) your claim may be held indirectly and we do not know if the broker has updated your account showing the cancelled bonds and issued WDT Interests; and (ii) signing your agreement confirms that your claim is validated and liquidated, and that you have received the WDT Interests satisfying your claim in the bankruptcy.

8. What type of claims must be paid prior to the Series A1 WTD Interest claims?

The Trustee believes that all secured claims have been satisfied. There are minimal priority claims that are tax claims. The outstanding administrative claims are the Fifth Season and one professional fee to be approved by the Bankruptcy Court. There are administrative litigation claims that will have an objection filed to the claim.

These are better explained under the Joint Status Report filed.

If the Debtor determines that the proof of claim incorrectly classifies a claim (for example: a claim filed as secured when the claim is unsecured), or if a claim is marked as unliquidated or undetermined, and an agreement is not reached with the claimant, an objection would need to be filed with the Bankruptcy Court to determine the classification, validity and amount of the claim. Changing the claim is a process handled through a contested claims objection process before the Bankruptcy Court. This may result in the incurrence of attorney’s fees and costs by both the Trust and the responding claimant.

9. What if a WDT Interest Holder does not receive a letter?

The only parties who received a letter were those claimants who filed a Proof of Claim either with the bankruptcy court or with Donlin Recano. The majority of the claims were filed by November 4, 2022, the claims deadline.  PLEASE NOTE: claimants in the GWG Holdings, Inc. were not required to file a Proof of Claim. It does not affect the number of WDT Interests that you were issued upon Plan Confirmation.

10. Did you file a Proof of Claim but have not received a letter? 

Please contact Stretto and Stretto confirm that a letter was mailed or may need to be mailed to an updated address or email address.

Via telephone: Toll Free: (833) 216-0905   |   International: (949) 620-6095

Email inquiries: TeamGWG@stretto.com