Sources and Amounts of Funds. The total amount of funds required by Purchaser to purchase all currently outstanding Shares and satisfy its obligations under the Merger Agreement is expected to be approximately $76.7 million. Purchaser will also require approximately $6.3 million to pay fees, expenses and other costs expected to be incurred in connection with the successful completion of the Offer and the Merger (excluding fees and expenses that may be incurred in connection with the financing required to complete the Offer and the Merger). Purchaser plans to obtain all funds needed for the Offer and the Merger through (i) $66 million of financing to be provided by Credit Suisse First Boston Mortgage Capital LLC (the "Lender" or "CSFB"); and (ii) approximately $17,000,000 of funds to be contributed to Parent by its members, including up to $2,000,000 of funds which may be borrowed by one member of Parent pursuant to arrangements that have not as yet been determined. All of such funds to be contributed by Parent and all required amounts to be provided by CSFB will be made available to Purchaser at the time Shares tendered pursuant to the Offer are accepted for payment. The sources and uses of the financing are expected to be as follows:
Sources and Amounts of Funds. The Company will cooperate with, and use its reasonable best efforts to assist, Purchaser in obtaining such financing. The Merger Agreement provides that, subject to its terms and conditions, each of the parties thereto will use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Merger Agreement, including, without limitation, using all reasonable efforts to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company and the Subsidiaries as are necessary for the consummation of the Transactions and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of the Merger Agreement, the proper officers and directors of each party to the Merger Agreement are required to use their reasonable best efforts to take all such action.
Sources and Amounts of Funds. We currently intend to offer and sell shares of Series B Preferred Stock in the New Offering at a purchase price of $1,000 per share, and we plan to sell an aggregate of $16.94 million of Series B Preferred Stock. We expect the New Offering to close concurrently with the expiration of the Offer. We intend to use the net proceeds of the New Offering to fund the purchase of the tendered shares of Series A Preferred Stock and related Warrants. If the New Offering does not result in $16.94 million of gross proceeds on terms and conditions satisfactory to us, we shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered shares of Series A Preferred Stock and related Warrants, in each event subject to Rule 14e-1(c) under the Exchange Act of 1934, as amended (the "Exchange Act"), and may terminate the Offer. In the event that more than 16,940 shares of Series A Preferred Stock and related Warrants are tendered, the Company shall purchase an aggregate of 16,940 shares of Series A Preferred Stock and related Warrants tendered from the tendering holders on a pro rata basis, disregarding fractions, according to the number of shares of Series A Preferred Stock and Warrants tendered by each security holder. Statements in this Offer regarding the New Offering shall not constitute an offer to sell or a solicitation of an offer to buy any securities. The securities to be offered in the New Offering have not been registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from such registration requirements. See "Terms of the Offer—Conditions of the Offer." Expiration of the Offer
Sources and Amounts of Funds. 17 10. Background of the Offer; Contacts with the Company.................... 18 11. The Offer and Merger; Merger Agreement; Stock Option Agreement........ 19 12. Purpose of the Offer and the Merger; Plans for the Company............ 33 13. Effect of the Offer on the Market for the Shares; Exchange Act Registration; Margin Regulations...................................... 33 14.
