Wellsford Real Properties, Inc. Announces the Closing of the Sale of Its Rental Assets and Sets Initial Liquidating Distribution
November 22 2005 - 4:17PM
Business Wire
Wellsford Real Properties, Inc. (AMEX: WRP) announced today that it
has completed the sale of the three operating residential rental
phases of its Palomino Park project for $176 million (before costs
and expenses) to TIAA-CREF, a national financial services
organization. Palomino Park is a five phase, 1,707 unit multifamily
residential development in Highlands Ranch, a southern suburb of
Denver, Colorado. The five phases include (i) the three operating
residential rental phases comprising 1,184 units with a total of
1.3 million square feet (Blue Ridge, Red Canyon and Green River),
which were sold, (ii) the 264 unit Silver Mesa phase which was
previously converted into condominiums and sold, and (iii) the 259
unit Gold Peak phase which is being retained by WRP and is
currently under construction as condominiums. The Company expects
to report a financial statement net gain of approximately $51
million on the transaction after costs and expenses, minority
interest share and state income taxes. WRP does not expect
significant Federal income taxes as a result of existing tax losses
available to WRP. As a result of the completion of the sale, WRP's
Board of Directors declared an initial liquidating distribution of
$14 per share payable December 14, 2005 to stockholders of record
on December 2, 2005. WRP's principal assets now consist of
condominium and single family home projects in Denver, Colorado,
East Lyme, Connecticut and Claverack, New York and an approximate
22% interest in Reis, Inc., a real estate information and data
company. This press release, together with other statements and
information publicly disseminated by WRP, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of WRP or industry results to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include,
among others, the following, which are discussed in greater detail
in the "Risk Factors" section of WRP's registration statement on
Form S-3 (file No. 333-73874) filed with the Securities and
Exchange Commission ("SEC") on December 14, 2001, as may be
amended, and the Definitive Proxy Statement dated October 10, 2005
and filed with the SEC on October 11, 2005, which are incorporated
herein by reference: general and local economic and business
conditions; future impairment charges as a result of possible
declines in the expected values and cash flows of residential
development projects and investments or changes in the intent with
regards to such projects and investments; competition; risks of
real estate acquisition, development, construction and renovation
including construction delays and cost overruns; inability to
comply with zoning and other laws and obtain governmental
approvals; the risk of inflation in development costs (including
construction materials); the availability of insurance coverages;
the inability to obtain or replace construction financing for its
development projects; adverse consequences of debt financing
including, without limitation, the necessity of future financings
to repay maturing debt obligations; inability to meet financial and
valuation covenants contained in loan agreements; inability to
repay financings; exposure to variable rate based financings; risk
of foreclosure on collateral; risks of leverage; risks associated
with equity investments in and with third parties; risks associated
with our reliance on joint venture partners including, but not
limited to, the inability to obtain consent from partners for
certain business decisions, reliance on partners who are solely
responsible for the books, records and financial statements of such
ventures, the potential risk that our partners may become bankrupt,
have economic or other business interests and objectives which may
be inconsistent with those of WRP and our partners being in a
position to take action contrary to our instructions or requests;
inability and/or unwillingness of partners to provide their share
of any future capital requirements; availability and cost of
financing; interest rate risks; demand by prospective buyers of
condominiums and single family homes; inability to realize gains
from sales of condominiums and single family homes; lower than
anticipated sales prices; inability to close on sales of
properties; the risks of seasonality and increasing interest rates
on WRP's ability to sell condominium units and single family homes;
increases in energy costs, construction materials and interest
could adversely impact our home building business as homes become
more expensive to build and profit margins could deteriorate;
inability to raise sale prices to maintain profit margins; the
negative impact from a continuing rise in energy costs and interest
rates on our marketing efforts and the ability for buyers to afford
our homes at any price level, which could result in the inability
to meet targeted sales prices or cause sales price reductions;
environmental risks; the Board could abandon the Plan even after
its approval by the stockholders; failure to achieve proceeds from
the sales of assets to meet the estimated ranges total
distributions to stockholders under the Plan; the uncertainty as to
the timing of sales of assets and the impact on the timing of
distributions to stockholders; illiquidity of real estate assets
and joint venture investments; increases in expenses which would
negatively impact the amount of distributions pursuant to the Plan;
unknown claims and liabilities which would negatively impact the
amount of distributions pursuant to the Plan; the sale of
undeveloped land, rather than the construction and sale, in the
normal course of business, of single family homes or condominium
units which would negatively impact the amount of distributions
pursuant to the Plan; and other risks listed from time to time in
WRP's reports filed with the SEC. Therefore, actual results could
differ materially from those projected in such statements.
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