Background of the Offer Sample Clauses
The "Background of the Offer" clause serves to provide context and foundational information regarding the offer being made in the agreement. It typically outlines the circumstances leading up to the offer, identifies the parties involved, and summarizes the intentions or objectives behind the transaction. For example, it may describe prior negotiations, the purpose of the agreement, or relevant business relationships. This clause ensures that all parties have a shared understanding of the context, which can help prevent misunderstandings and clarify the motivations behind the contractual terms.
Background of the Offer. Affiliation With the General Partner. In December 1990, Insignia purchased substantially all of the assets of U.S. Shelter Corporation, a major property management and real estate services company and an affiliate of the General Partner. In connection with this acquisition, Insignia acquired general partner interests in approximately 150 limited partnerships, including the Partnership. The individual general partner of the Partnership, ▇. ▇▇▇▇▇▇ ▇▇▇▇, Jr., effectively is prohibited by the Limited Partnership Agreement from participating in the management or conduct of the Partnership's business and affairs, because those functions are reserved exclusively to the General Partner.
Background of the Offer. Affiliation with the General Partner. Upon the Partnership's formation in 1986, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the sole general partner and Multi-Benefit '87-1 Depositary Corporation, a wholly-owned subsidiary of CCEC, was the sole limited partner. As a result of a succession of agreements, CCEC became the managing general partner. In 1988, through a series of transactions, Southmark Corporation acquired control of CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, the General Partner acquired CCEC's interest as managing general partner of the Partnership and its general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and the General Partner replaced CCEC as the general partner of the Partnership (and as the general partner of each of the Affiliated Partnerships). The selection of the General Partner as the general partner of the Partnership (and of each of the Affiliated Partnerships) was approved by a majority of the Limited Partners in the Partnership (and by a majority of the limited partners in each of the Affiliated Partnerships) pursuant to solicitations commenced in August 1990. Insignia acquired the stock of the General Partner through two transactions in December 1994 and October 1995, and contributed that stock to IPT in December 1996 in connection with IPT's formation.
Background of the Offer. Affiliation with the General Partner. The General Partner (which also serves as the general partner of ten other affiliated public real estate limited partnerships) is a direct, wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), which in turn is a direct, wholly-owned subsidiary of IAP GP Corporation ("IAP"), which in turn is a direct, wholly-owned subsidiary of IPT. ASC acquired all of the outstanding stock of the General Partner in November 1992 from Angeles Real Estate Corporation, which in turn was a wholly-owned subsidiary of Angeles Corporation. At the time of such acquisition, IAP and ASC were (and thus the General Partner became) wholly-owned subsidiaries of MAE GP. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the General Partner are now wholly-owned subsidiaries of IPT and the Partnership is controlled by IPT. In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 936 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP.
Background of the Offer. Affiliation With the Managing General Partner. The Managing General Partner (which also serves as the general partner of ten other affiliated public real estate limited partnerships) is a direct, wholly-owned subsidiary of Angeles Securitization Corporation ("ASC"), which in turn is a direct, wholly-owned subsidiary of IAP GP Corporation ("IAP"), which in turn is a direct, wholly-owned subsidiary of IPT. ASC acquired all of the outstanding stock of the Managing General Partner in November 1992 from Angeles Real Estate Corporation, which in turn was a wholly-owned subsidiary of Angeles Corporation. At the time of such acquisition, IAP and ASC were (and thus the Managing General Partner became) wholly-owned subsidiaries of MAE GP. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). As a result of the MAE GP Merger, IAP, ASC and the Managing General Partner are now wholly-owned subsidiaries of IPT and the Partnership is controlled by IPT. In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 1,764 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP. Previous Tender Offer. Broad River Properties, L.L.C. ("Broad River") acquired 8,002 (or approximately 18%) of the outstanding Units, at a purchase price of $500 per Unit, pursuant to a tender offer commenced in April 1998. Broad River is an affiliate of IPLP, IPT, Insignia and the Managing General Partner.
Background of the Offer. Affiliation with the General Partner. Upon the Partnership's formation in 1981, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Management Company, a California general partnership, was the non-corporate general partner. As a result of a succession of agreements, CCEC became the Partnership's managing general partner. In 1988, through a series of transactions, Southmark Corporation acquired control of CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, the General Partner acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and the General Partner replaced CCEC as the managing general partner of the Partnership (and as the managing general partner of each of the Affiliated Partnerships). The selection of the General Partner as the general partner of the Partnership (and of each of the Affiliated Partnerships) was approved by a majority of the Limited Partners in the Partnership (and by a majority of the limited partners in each of the Affiliated Partnerships) pursuant to solicitations commenced in August 1990. Insignia acquired the stock of the General Partner through two transactions in December 1994 and October 1995, and contributed that stock to IPT in December 1996 in connection with IPT's formation. Previous Tender Offer. In 1992, LP Acceptance Corporation ("LP Corporation") acquired 42,843 (or approximately 21.5%) of the outstanding Units, at a purchase price of $225 per Unit, pursuant to a tender offer commenced in October 1992. LP Corporation was affiliated with the General Partner at the time, but was not an affiliate of the Purchaser, IPT or Insignia. Insignia acquired, as a result of a transaction that occurred in December 1994, those Units and contributed such Units to IPLP following the formation of IPT in December 1996. General Partner's Affiliation with CCEP. In 1989, ConCap Partners defaulted on certain interest payments that were due under the original loan agreement between the Partnership and ConCap Partners, and ConCap Partners subsequently filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In November 1990, as part of ConCap Partners' reorganization plan, the Partnership and ConCap Partners executed the Loan Agreement and CCE...
Background of the Offer. PURPOSE OF THE OFFER; PLANS FOR THE PARTNERSHIP.........................23 13.
Background of the Offer. Affiliation with the General Partner and NPI-AP. The General Partner is organized as a California general partnership, the general partners of which are: Fox Capital Management Corporation, a California corporation ("FCMC"); Fox Realty Investors, a California general partnership ("FRI"); and Fox Partners 83, a California general partnership. FCMC is the managing general partner of the General Partner. The managing general partner of FRI is NPI Equity Investments II, Inc. ("NPI Equity"), which (prior to December 1996) was a wholly-owned subsidiary of National Property Investors, Inc. ("NPI"). In January 1996, IFGP Corporation, which is a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of NPI (and thus all of the outstanding stock of NPI Equity and the managing general partner interest in FRI). In June 1996, Insignia Properties Corporation ("IPC"), which at the time was a wholly-owned subsidiary of Insignia, acquired all of the outstanding stock of FCMC. In December 1996, as part of the formation of IPT, NPI contributed all of the outstanding stock of NPI Equity to IPT and IPC was merged with and into IPT. As a result of the foregoing transactions, each of FCMC and NPI Equity is now a wholly-owned subsidiary of IPT, and IPT controls the General Partner. Fox Partners 83 is not affiliated with the Purchaser, IPT or Insignia. NPI-AP, which is the property manager for the Partnership's properties, is currently an indirect, wholly-owned subsidiary of Insignia. Insignia acquired NPI-AP in January 1996 in connection with the foregoing transactions. Previous Tender Offers. Between October 1994 and June 1995, ▇▇▇▇▇▇▇▇ Ventures I, L.P. ("▇▇▇▇▇▇▇▇") acquired 24,812 (or approximately 27.8%) of the outstanding Units, at a purchase price of $65.70 per Unit, pursuant to a series of tender offers (the "▇▇▇▇▇▇▇▇ Tender Offers"). At the time, ▇▇▇▇▇▇▇▇ was affiliated with the General Partner but was not an affiliate of the Purchaser, IPT or Insignia. As a result of litigation instituted in connection with the ▇▇▇▇▇▇▇▇ Tender Offers, in March 1995 the General Partner (and certain of its affiliates at the time) entered into an Amended Stipulation of Settlement (the "Stipulation") which, among other things, (i) requires the General Partner to prohibit the Partnership from entering into a "roll-up" transaction involving the General Partner or any of its affiliates prior to January 1, 2000 unless such "roll-up" transaction is approved by Limited Partners ...
Background of the Offer. The purpose of the Offer is to enable the Purchaser to acquire a significant interest in the Partnership for investment purposes based on its expectation that the Partnership will continue to generate Tax Credits and tax losses attributable to the BACs. The Purchaser intends to sell, and has begun the process of selling, membership interests in the Purchaser to third parties (mostly corporations) with a need for Tax Credits and/or tax losses. The aggregate sales price of the Purchaser's membership interests to third parties will be equal to the aggregate purchase price for the tendered BACs and all other securities acquired by the Purchaser pursuant to secondary market transactions, together with the expenses associated therewith, the expenses associated with the Purchaser's sale of membership interests and the prepayment of certain fees and expenses in connection with the Purchaser's operations. Neither the Purchaser nor its current members will derive a profit from the sale of the Purchaser's membership interests. However, affiliates of the Purchaser will earn substantial fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. See Item 8, Purpose of the Offer; Future Plans. The Purchaser has not commenced tender offers for the securities of affiliated partnerships in the past but will commence such tender offers in the future. However, affiliates of the Purchaser have previously commenced and completed such tender offers. In connection with a tender offer and the settlement of matters relating to such tender offer, commenced on April 10, 1997 by Lehigh Tax Credit Partners L.L.C. ("Lehigh I"), an affiliate of the Purchaser, Lehigh I entered into an agreement with Everest, dated April 23, 1997 (the "Everest Agreement", a copy of which has been filed as Exhibit (c)(2) to the Purchaser's Tender Offer Statement on Schedule 14D-1 filed with the Commission on October 14, 1998). Pursuant to the Everest Agreement, Lehigh I and its affiliates (including the Purchaser) granted to Everest, among other things, an option to purchase up to 25% of the BACs tendered in the Offer on the same terms and conditions as the Purchaser's purchase of BACs (the "Everest Option"). In consideration of the foregoing, Everest agreed, among other things, that neither it nor any of its affiliates will, directly or indirectly: (i) in any manner, including, without limitation, by tender offer (whether or not pursuant to a...
Background of the Offer. Purpose of the Offer and Merger; Plans for the Company; the Merger Agreement and Stockholder Agreement.....................................................................
Background of the Offer. Affiliation With the Managing General Partner. Since March 7, 1998, the Managing General Partner (which also serves as the general partner of three other affiliated public real estate limited partnerships) has been a direct, wholly-owned subsidiary of IPT. Prior to that time, the Managing General Partner was a direct, wholly-owned subsidiary of MAE GP Corporation ("MAE GP"), which in turn was a direct, wholly-owned subsidiary of Metropolitan Asset Enhancement L.P., which was an affiliate of IPT and Insignia. Effective March 7, 1998, MAE GP was merged with and into IPT, with IPT being the surviving entity (the "MAE GP Merger"). In connection with the MAE GP Merger, effective February 17, 1998, Insignia contributed 33.75 Units owned by it and its subsidiaries (representing all Units then owned by such entities) to IPLP in exchange for additional units of partnership interest in IPLP. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the Managing General Partner) reviewed certain publicly available information and certain information made available to it by the Managing General Partner and its other affiliates, including among other things: (i) the Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-QSB for the period ended June 30, 1998; (iii) unaudited results of operations of the Partnership's properties for the period since the beginning