Background of the Offer. ... 13 11. Purpose of the Offer and Merger; Plans for the Company; the Merger Agreement and Stockholder Agreement..................................................................... 16 12.
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, X. Xxxxxx Xxxx, 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. 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 405 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. Members of Parent’s management over time have reviewed and discussed business, operational and strategic plans to enhance and complement Parent’s business units, including potential strategic partnerships, commercial opportunities, or other transactions with Dealertrack and other automotive industry companies. In June 2013, Xxxxxxx Xxxxxxxx, President of Parent, and Xxxx X. X’Xxxx, Chairman and Chief Executive Officer of Dealertrack met to discuss the industry generally and possible partnership opportunities. During the course of that meeting, Xx. Xxxxxxxx also inquired generally as to Dealertrack’s interest in a potential transaction at some future date, but the discussions concerning a transaction were not specific in nature and proceeded no further at that time. In January 2014, following industry meetings at the National Auto Dealers Association (“NADA”) conference, representatives of Parent’s various business units began discussions with representatives of Dealertrack’s business units to explore potential collaboration opportunities based on their respective product and service offerings. In April and May, 2014, members of Parent’s senior management team held several meetings to review strategic opportunities in the industry, including the possibility of strategic partnerships or a potential transaction involving Dealertrack. Based on feedback from these meetings that certain Dealertrack product and service offerings would complement Parent’s existing offerings, representatives of Parent’s management determined to review potential valuation ranges with respect to a potential acquisition of Dealertrack. In July 2014, Xx. Xxxxxxxx and Xx. X’Xxxx again met in person. At this meeting, Xx. Xxxxxxxx made an unsolicited inquiry to Xx. X’Xxxx as to a possible transaction between the two companies. Xx. X’Xxxx responded that Dealertrack would keep an open mind to any proposal made by a third party, but again the conversation did not proceed to any specific proposal. On August 11, 2014, Xx. Xxxxxxxx and Xx. X’Xxxx met at Dealertrack’s offices in Lake Success, New York. Also present at the meeting were Xxx Xxxxxxxx, Xxxxxxxxxxx’s then Executive Vice President, and Xxxxxx Xxxxxxx, Executive Vice President and Chief Financial Officer of Parent. The participants engaged in a discussion about possible partnership opportunities between the two companies. Xx. Xxxxxxxx reiterated Xxxxxx’s general interest in potential avenues for collaborating with Dealertrack. On Augus...
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
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 3,845 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 8,908 (or approximately 9%) of the outstanding Units, at a purchase price of $150 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. 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 wholly-owned properties for the period since the beginning of the Partnership's current fiscal year; (iv) the operating budgets prepared by IRG and IESG with respect to the Partnership's wholly-owned properties for the year ending December 31, 1998; (v) independent appraisals of the Partnership'...
Background of the Offer. Affiliation With the General Partner. Upon the Partnership's formation in 1980, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Group, 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.
Background of the Offer. 22 12. PURPOSE OF THE OFFER; PLANS FOR THE PARTNERSHIP.........................23 13.
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 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 and other tender offers conducted to date, 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 expect to earn fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. The Purchaser has commenced other tender offers for the securities of affiliated partnerships and expects to commence additional tender offers in the future. In connection with a tender offer commenced on April 10, 1997 by the Purchaser and the settlement of matters relating to such tender offer, the Purchaser entered into an agreement with Everest Properties, Inc. ("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 November 10, 1997). Pursuant to the Everest Agreement, 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 filing made with the Commission), acquire, attempt to acquire or make a proposal to acquire, directly or indirectly, any securities of the Partnership, except for (a) the BACs it acquires pursuant to...
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 82, 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 82 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, XxXxxxxx Ventures I, L.P. ("XxXxxxxx") acquired 21,513 (or approximately 28.7%) of the outstanding Units, at a purchase price of $21.50 per Unit, pursuant to a series of tender offers (the "XxXxxxxx Tender Offers"). At the time, XxXxxxxx 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 XxXxxxxx 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 ...
