Common use of Background of the Offer Clause in Contracts

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 CCEP renewed the deeds of trust on the CCEP Properties. ConCap Holdings (which is an affiliate of the General Partner) is the sole general partner of CCEP, and has full discretion with respect to conducting CCEP's business, including managing the CCEP Properties and initiating and approving capital expenditures and asset dispositions and obtaining financing on, or refinancing any CCEP Property. Under the terms of the Loan, any net proceeds from sales or refinancings of the CCEP Properties are paid to the Partnership, after payment of a 3% disposition fee to ConCap Holdings (or to the Partnership with respect to the Partnership's properties).

Background of the Offer. Affiliation with With the General Partner. Upon the Partnership's formation in 19811983, 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 CCEPCCEP/2. In 1989, ConCap Partners Equity Partners/Two, defaulted on certain interest payments that were due under the original loan agreement between the Partnership and ConCap Equity Partners/Two, and ConCap Partners Equity Partners/Two subsequently filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In November 1990, as part of ConCap Equity Partners' /Two's reorganization plan, the Partnership and ConCap Partners Equity Partners/Two executed the Loan Agreement and CCEP CCEP/2 renewed the deeds of trust on the CCEP CCEP/2 Properties. ConCap Holdings (which is an affiliate of the General Partner) is the sole general partner of CCEPCCEP/2, and has full discretion with respect to conducting CCEPCCEP/2's business, including managing the CCEP CCEP/2 Properties and initiating and approving capital expenditures and asset dispositions and obtaining financing on, or refinancing any CCEP CCEP/2 Property. Under the terms of the Loan, any net proceeds from sales or refinancings of the CCEP CCEP/2 Properties are paid to the Partnership, after payment of a 3% disposition fee to ConCap Holdings Holdings. Previous Tender Offer. In 1997, ▇▇▇▇▇ River Properties, L.L.C. ("▇▇▇▇▇ River") acquired 168,737 (or approximately 18.6%) of the outstanding Units, at a purchase price of $40 per Unit, pursuant to a tender offer commenced in October 1997. ▇▇▇▇▇ River was affiliated with the IPLP, IPT, Insignia and the General Partner at the time. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the General Partner) reviewed certain publicly available information and certain information made available to it by the General Partner and ConCap Holdings and its other affiliates, including among other things: (i) the Partnership's Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-Q for the period ended March 31, 1998; (iii) unaudited results of operations of the CCEP/2 Properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by IRG and ICG with respect to the CCEP/2 Properties for the year ending December 31, 1998; (v) independent appraisals of certain of the CCEP/2 Properties; and (vi) other information obtained by IRG, ICG, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership and CCEP/2. Information on CCEP/2 and the CCEP/2 Properties is contained in exhibits to the Partnership's properties)Annual Report on Form 10-K for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-Q for the three months ended March 31, 1998. The Purchaser's determination of the Purchase Price was based on its review and analysis of the foregoing information, the other financial information and analyses concerning the Partnership summarized below. In determining the Purchase Price, the Purchaser did not rely upon any material, non-public information concerning the Partnership not summarized below or elsewhere in this Offer to Purchase.

Background of the Offer. Affiliation with the General Partner. Upon the Partnership's formation in 19811983, 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 CCEPCCEP/2. In 1989, ConCap Partners Equity Partners/Two, defaulted on certain interest payments that were due under the original loan agreement between the Partnership and ConCap Equity Partners/Two, and ConCap Partners Equity Partners/Two subsequently filed for reorganization under Chapter 11 of the United States Bankruptcy Code. In November 1990, as part of ConCap Equity Partners' /Two's reorganization plan, the Partnership and ConCap Partners Equity Partners/Two executed the Loan Agreement and CCEP CCEP/2 renewed the deeds of trust on the CCEP CCEP/2 Properties. ConCap Holdings (which is an affiliate of the General Partner) is the sole general partner of CCEPCCEP/2, and has full discretion with respect to conducting CCEPCCEP/2's business, including managing the CCEP CCEP/2 Properties and initiating and approving capital expenditures and asset dispositions and obtaining financing on, or refinancing any CCEP CCEP/2 Property. Under the terms of the Loan, any net proceeds from sales or refinancings of the CCEP CCEP/2 Properties are paid to the Partnership, after payment of a 3% disposition fee to ConCap Holdings (or to the Partnership with respect to the Partnership's properties)Holdings.

Background of the Offer. Affiliation with With the General Partner. Upon the Partnership's formation in 19811983, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Management CompanyGroup, 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 1992February 1998, LP Acceptance Corporation Madison River Properties, L.L.C. ("LP CorporationMadison River") acquired 42,843 43,796 (or approximately 21.524%) of the outstanding Units, at a purchase price of $225 30 per Unit, pursuant to a tender offer commenced in October 1992December 1997. LP Corporation Madison River was affiliated with IPLP, IPT, Insignia and 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 CCEP renewed the deeds of trust on the CCEP Properties. ConCap Holdings (which is an affiliate of the General Partner) is the sole general partner of CCEP, and has full discretion with respect to conducting CCEP's business, including managing the CCEP Properties and initiating and approving capital expenditures and asset dispositions and obtaining financing on, or refinancing any CCEP Property. Under the terms of the Loan, any net proceeds from sales or refinancings of the CCEP Properties are paid to the Partnership, after payment of a 3% disposition fee to ConCap Holdings (or to the Partnership with respect to the Partnership's properties).

Background of the Offer. Affiliation with 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 CCEP renewed the deeds of trust on the CCEP Properties. ConCap Holdings (which is an affiliate of the General Partner) is the sole general partner of CCEP, and has full discretion with respect to conducting CCEP's business, including managing the CCEP Properties and initiating and approving capital expenditures and asset dispositions and obtaining financing on, or refinancing any CCEP Property. Under the terms of the Loan, any net proceeds from sales or refinancings of the CCEP Properties are paid to the Partnership, after payment of a 3% disposition fee to ConCap Holdings (or to the Partnership with respect to the Partnership's properties). Previous Tender Offer. In 1997, ▇▇▇▇▇ River Properties, L.L.C. ("▇▇▇▇▇ River") acquired 28,833 (or approximately 14.5%) of the outstanding Units, at a purchase price of $400 per Unit, pursuant to a tender offer commenced in October 1997. ▇▇▇▇▇ River was affiliated with IPLP, IPT, Insignia and the General Partner at the time. Determination of Purchase Price. In establishing the Purchase Price, the Purchaser (which is an affiliate of the General Partner) reviewed certain publicly available information and certain information made available to it by the General Partner and ConCap Holdings and its other affiliates, including among other things: (i) the Partnership's Limited Partnership Agreement, as amended to date; (ii) the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-Q for the period ended March 31, 1998; (iii) unaudited results of operations of the Partnership's properties and the CCEP Properties for the period since the beginning of the Partnership's current fiscal year; (iv) the combined operating budgets prepared by IRG and ICG with respect to the Partnership's properties and the CCEP Properties for the year ending December 31, 1998; (v) independent appraisals of certain of the Partnership's properties and the CCEP Properties; and (vi) other information obtained by IRG, ICG, Insignia and other affiliates in their capacities as providers of property management, asset management and partnership administration services to the Partnership and CCEP. Information on CCEP and the CCEP Properties is contained in exhibits to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997 and the Partnership's Quarterly Report on Form 10-Q for the three month period ended March 31, 1998. The Purchaser's determination of the Purchase Price was based on its review and analysis of the foregoing information, the other financial information and analyses concerning the Partnership summarized below. In determining the Purchase Price, the Purchaser did not rely upon any material, non-public information concerning the Partnership not summarized below or elsewhere in this Offer to Purchase.