AmeriVest Announces Agreement for Sale of Portfolio.DENVER -- AmeriVest Properties Inc. (AMEX AMEX See: American Stock Exchange : AMV AMV Anime Music Video AMV Avian Myeloblastosis Virus AMV Alfalfa Mosaic Virus AMV Army Motor Vehicle AMV Assisted Mechanical Ventilation AMV Armored Maintenance Vehicle AMV Accredited Meter Verifier AMV Annulus Master Valve ), a real estate investment trust serving small to medium-size office tenants, announced today that it has entered into a definitive agreement to sell its entire portfolio of office properties to Koll/PER LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a limited liability company owned by The Koll Company of Newport Beach, California Newport Harbor redirects here. For the MTV reality series, see . Newport Beach, incorporated in 1906, is a city in Orange County, California, 10 miles south of downtown Santa Ana. , and the Public Employee Retirement System of Idaho (PERSI PERSI Periodical Source Index (genealogical article and some historical periodicals) PERSI Public Employee Retirement System of Idaho PERSI Pluto Exploration Remote Sensing Investigation ). The gross purchase price is $273 million (less a reserve for capital expenditures of approximately $850,000) which includes an assumption of existing property level debt of approximately $126 million. The sale is being made pursuant to the plan of liquidation previously adopted by AmeriVest and approved by its shareholders on May 24, 2006. The transaction is expected to close on a property-by-property basis beginning in mid-August 2006 as loan approvals are received from AmeriVest's mortgage lenders. Koll/PER LLC has completed its physical due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , which resulted in the capital expenditure reserve; however, the agreement is subject to customary closing conditions, including each lender's approval of the buyer's assumption of the debt. There is no assurance that the transaction will close on the terms described or on any terms. Charles Knight Charles Knight may refer to:
The estimated cash proceeds from the sale before closing costs Closing Costs The numerous expenses (over and above the price of the property) that buyers and sellers normally incur to complete a real estate transaction. Costs incurred include loan origination fee, discount points, appraisal fee, title search, title insurance, survey, taxes, and adjustments are expected to be approximately $146 million after repayment of mortgage debt. Based on the estimated sales proceeds, AmeriVest also announced that it is revising its range of estimated cash distributions in liquidation to a range of $5.05 to $5.35 per share, compared with the previous range of $4.20 to $4.80 per share. The estimated distribution range was revised primarily to reflect the estimated proceeds from property sales given the announced agreement with Koll/PER, together with updated estimates of cash flow from operations Cash flow from operations A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses , changes in working capital and capital expenditures through the estimated closing dates in addition to updated estimates for closing costs and liquidation expenses. The variability in the range is the result of estimates as to the timing of loan approvals and closings and for various costs of the transaction, including loan assumption and prepayment fees, if any, legal fees and expenses, and estimates for the total costs of completing the liquidation and winding up of the company, which costs are not yet fully determinable Liable to come to an end upon the happening of a certain contingency. Susceptible of being determined, found out, definitely decided upon, or settled. determinable adj. . The Board of Directors of AmeriVest has not established any dates for the payment of liquidating distributions, however, provided all or substantially all of the property sales to Koll/PER close in the next 90 days, a substantial initial distribution could be made before year-end. There can be no assurance with respect to the timing or amount of any distribution or distributions to be made by AmeriVest. Company Information AmeriVest Properties Inc., with its principal office in Denver, Colorado, provides Smart Space for Small Business(TM) in Denver, Phoenix, and Dallas through the acquisition, repositioning and operation of multi-tenant office buildings in those markets. In May 2006, the company's shareholders approved a plan of complete liquidation. Further information in AmeriVest is available at www.amvproperties.com. The Koll Company, with its principal office in Newport Beach, California, currently owns and manages approximately 2.5 million square feet of existing multi-tenant, light industrial and suburban office space and has an additional 1.1 million square feet under development or in the planning stage. Since its founding in 1962, The Koll Company has developed more than 85 million square feet of office, industrial and retail space. Further information on Koll is available at www.koll.com. The Public Employee Retirement System of Idaho (PERSI) is a $9 billion public pension plan headquartered in Boise, Idaho “Boise” redirects here. For other uses, see Boise (disambiguation). Boise is the capital and most populous city of the U.S. state of Idaho. It is the county seat of Ada County and the principal city of the Boise metropolitan area. . Their website is www.persi.state.id.us. PERSI is advised by CS Capital Management Inc., a registered investment advisor Registered Investment Advisor (RIA) is a designation obtainable in the United States by an individual who has registered with the U.S. Securities and Exchange Commission or state regulatory agency (where the primary business is situated or multiple States in some cases) in based in Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. and Atlanta. Their website is www.chadwicksaylor.com. In addition to historical information, this press release contains forward-looking statements and information under federal securities laws. These statements are based on expectations, estimates and projections about the industry and markets in which AmeriVest operates, management's beliefs and assumptions made by management. While AmeriVest management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management's control. As such, these statements and information are not guarantees of future performance, and actual results may differ materially from what is expressed or forecasted in this press release. In particular, the factors that could cause actual results to differ materially include, without limitation, the uncertainties with closing any or all of the anticipated asset sales, continued qualification as a real estate investment trust, the effects of general and local economic and market conditions, competition, regulatory changes, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants' financial condition, the uncertainties of real estate development and acquisition activity, development and construction costs, insurance risks, the costs and availability of financing, potential liability relating to environmental matters and liquidity of real estate investments and other risks and uncertainties detailed in AmeriVest's 2005 Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , AmeriVest's Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. for its 2006 annual meeting (filed April 18, 2006) and from time to time in the Company's filings with the Securities and Exchange Commission. |
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