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Independence Tax Credit Plus L.P. IV Responds to Tender Offer.


NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 -- Independence Tax Credit Plus L.P. IV ("Independence IV") responded today as follows to an unsolicited un·so·lic·it·ed  
adj.
Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions.


unsolicited
Adjective
 tender offer (the "Offer") by Peachtree Partners, Ira Gaines and Barry Zemel (collectively, the "Offerors") to purchase up to 4.9% of the 45,844 outstanding limited partnership units of Independence IV at a price of $60 per unit, less certain reductions to that purchase price (including an "administrative fee" of $150 per selling investor) as described in the Offerors' written tender offer materials dated November 22, 2006 (the "Offering Materials"). The Offerors are not affiliated with Independence IV or its general partner.

Independence IV believes that the Offer's price is inadequate and recommends that its unit holders not tender their units in response to the Offer. The Offer incorrectly states that the "current value of future tax credits (from Independence IV) is no more than (the Offer's $60) price." To the contrary, Independence IV believes that the aggregate current value of the tax credits that it expects to distribute to its unit holders for tax years 2006 through 2009 will substantially exceed the Offer's $60 price. Accordingly, unless a unit holder has no anticipated need or use for tax credits (e.g., no taxable income Under the federal tax law, gross income reduced by adjustments and allowable deductions. It is the income against which tax rates are applied to compute an individual or entity's tax liability. The essence of taxable income is the accrual of some gain, profit, or benefit to a taxpayer. ), or has some need to liquidate To pay and settle the amount of a debt; to convert assets to cash; to aggregate the assets of an insolvent enterprise and calculate its liabilities in order to settle with the debtors and the creditors and apportion the remaining assets, if any, among the stockholders or owners of the  his or her investment in Independence IV now, unit holders will very likely realize superior economic results by retaining their units than by selling them in response to the Offer.

The availability and receipt by unit holders of the anticipated future tax credits are subject to certain risks, which are more fully described in both Independence IV's original offering prospectus and in its current filings with the Securities and Exchange Commission. Such risks include:

* Recapture recapture n. in income tax, the requirement that the taxpayer pay the amount of tax savings from past years due to accelerated depreciation or deferred capital gains upon sale of property. (See: income tax)


RECAPTURE, war.
 (or Retroactive Having reference to things that happened in the past, prior to the occurrence of the act in question.

A retroactive or retrospective law is one that takes away or impairs vested rights acquired under existing laws, creates new obligations, imposes new duties, or attaches a
 Loss) of a Portion of the Tax Credits. The tax credit law says that some of the tax credits that the Partnership has claimed can be retroactively ret·ro·ac·tive  
adj.
Influencing or applying to a period prior to enactment: a retroactive pay increase.



[French rétroactif, from Latin
 taken away if certain events occur and are not cured. Examples of such events are (i) the sale or foreclosure foreclosure

Legal proceeding by which a borrower's rights to a mortgaged property may be extinguished if the borrower fails to live up to the obligations agreed to in the loan contract.
 of a property before the end of its 15-year compliance period and (ii) failure of a local partnership to comply with all of the technical requirements under the Internal Revenue Code The Internal Revenue Code is the body of law that codifies all federal tax laws, including income, estate, gift, excise, alcohol, tobacco, and employment taxes. These laws constitute title 26 of the U.S. Code (26 U.S.C.A. § 1 et seq. .

* General Risks of Real Estate Investment. The Partnership's investment as a limited partner in the local partnerships is subject to the risks of potential losses arising from management and ownership of improved real estate. The Partnership's investments also could be adversely affected by poor economic conditions generally, which could increase vacancy levels and rental payment defaults, and by increased operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
, any or all of which could threaten the financing viability of one or more of the local partnerships. As noted above, the loss of a property to foreclosure before the end of the 15-year compliance period could result in the loss of future tax credits and the recapture of previously received tax credits.

In addition, unit holders may also wish to consider the following:

First, the Offer raises certain questions about its potential impact on Independence IV's tax status for federal income tax purposes. Independence IV is currently treated, and has since its inception been treated, as a partnership and a pass-through entity for federal income tax purposes -- a tax status that is desirable and beneficial to Independence IV and its investors. That beneficial tax status might be lost, and Independence IV might be taxed as a corporation, if it were deemed to be a "publicly traded partnership Publicly Traded Partnership

A limited partnership that also has interests traded in the equity securities market.

Notes:
This is also known as a master limited partnership.
See also: Master Limited Partnership, Partnership, Public Company
" within the meaning of the Internal Revenue Code and certain regulations promulgated prom·ul·gate  
tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates
1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce.

2.
 by the Internal Revenue Service. It is uncertain whether or not the Offer, if consummated con·sum·mate  
tr.v. con·sum·mat·ed, con·sum·mat·ing, con·sum·mates
1.
a. To bring to completion or fruition; conclude: consummate a business transaction.

b.
, might cause Independence IV to be deemed a "publicly traded partnership" since the Offer by itself and/or in combination with other transfers of Independence IV's units, could result in a transfer of more than two percent of the interests in Independence IV during the year, which might prevent it from relying on an Internal Revenue Service "safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" protecting against publicly traded partnership treatment. Accordingly, Independence IV will only permit units to be transferred pursuant to the Offer if the general partner determines, in its sole discretion, either that the cumulative total number of transfers in any tax year (including transfers prior to the Offer, transfers pursuant to the Offer and any amount reserved for future transfers outside of the Offer) falls within the safe harbor or that the Offerors have provided sufficient assurances and protection to Independence IV, its partners and unit holders to allow the transfers even though the aggregate annual transfers of Independence IV units may exceed the two percent safe harbor limitation. Such sufficient assurances and protection by the Offerors would include providing Independence IV with (i) an opinion of counsel that the Offer will not result in Independence IV being deemed to be a "publicly traded partnership" for federal income tax purposes and (ii) an agreement to indemnify To compensate for loss or damage; to provide security for financial reimbursement to an individual in case of a specified loss incurred by the person.

Insurance companies indemnify their policyholders against damage caused by such things as fire, theft, and flooding, which
 Independence IV, its partners and its unit holders for any loss or liability relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 any adverse tax consequences arising from the Offer. This legal opinion and indemnity must be in a form and content satisfactory to Independence IV and its counsel.

Second, the Offering Materials contain certain ambiguous, misleading or incorrect statements of fact concerning Independence IV. Unit holders may wish to consider the following:

* As discussed above, the Offering Materials incorrectly state that the Offer's price equals or exceeds the current value of the future tax credits Independence IV is expected to generate. To the contrary, as discussed and qualified above, Independence IV believes that the aggregate current value of its future tax credits will substantially exceed the Offer's $60 price.

* The administrative fee of $150 per selling investor may substantially reduce the net sales Net Sales

The amount a seller receives from the buyer after costs associated with the sale are deducted.

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 proceeds received by a selling unit holder. This $150 "administrative fee" is being charged and received by the Offerors and not by Independence IV itself. Independence IV imposes only a $50 fee for its processing of transfer requests.

* Independence IV anticipates that its last tax credits will be allocated to unit holders in 2009.

* The Partnership currently intends to try to sell its investments in the local partnerships after the expiration of each such property's tax credit compliance period, which might result in cash distributions to unit holders. There can be no assurances, however, whether or when any such sales can be achieved, at what prices and terms such sales may be made and what net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
, if any, may be distributed to unit holders from any such sales.

* The Offering Materials state that the Offerors will not purchase more than 4.9% of Independence IV's outstanding units, including in that 4.9% amount the units already owned by the Offerors. The Offering Materials, however, do not state how many units the Offerors already own, so it is impossible to determine from those materials how many units the Offerors are willing to purchase.

Third, unit holders are reminded that any unit holder wishing to sell his, her or its units must complete Independence IV's standard transfer and subscription documentation in accordance with Independence IV's standard practices and procedures. Among other things, each selling unit holder must individually sign each of Independence IV's required transfer documents. Pursuant to Independence IV's well-established practices and procedures, Independence IV does not accept and, and will not accept in connection with the Offer, signatures by persons other than the selling unit holder who purport To convey, imply, or profess; to have an appearance or effect.

The purport of an instrument generally refers to its facial appearance or import, as distinguished from the tenor of an instrument, which means an exact copy or duplicate.


PURPORT, pleading.
 to act based on a power of attorney executed by the unit holder. Persons who wish to sell their units to the Offerors should so advise the Offerors, which will obtain from Independence IV, and deliver to the selling unit holder, the required standard transfer documentation.

Each unit holder should consult with his, her or its own investment, tax and legal advisors in deciding whether or not to tender units in response to the Offer. As a precaution to make sure that any tendering unit holder is aware of the disclosures contained in this press release, Independence IV will require, as a condition to processing transfer requests, each tendering unit holder to sign a written statement acknowledging that they are aware of and understand the disclosures contained in this press release and that they wish to proceed with the sale of their units to the Offerors anyway.

Certain statements in this press release may constitute forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are detailed in Independence Tax Credit Plus L.P. IV's 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.
 for the period ended March 31, 2006, and in its other filings with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of this press release. Independence Tax Credit Plus L.P. IV expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Independence Tax Credit Plus L.P. IV's expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 18, 2006
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