Exhibit (c)(11)
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[US Bancorp Libra Logo]
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CONFIDENTIAL MEMORANDUM
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TO: Xxxxxx Xxxxxxxxx
FROM: Xxxxxx X. Xxxxx
RE: First Union Real Estate Equity and Mortgage Investments
(the "Company")--Structural Issues
CC: Xxxxxx XxXxxxxxx
Xxx Xxxxx
Xxxxxxxx Xxxxx
Xxxx Xxxxx
DATE: April 17, 2001
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As a part of our engagement, we have been considering certain structural issues
involved in potential change of control transactions. Specifically, we have been
exploring whether a segregation of certain of the Company's assets prior to a
change of control would result in enhancement of shareholder value.
As you are of course aware, the Company's assets include certain items that are
difficult to value with any degree of precision. In particular, the value of the
Company's interest in the Park Plaza mall and in the Peach Tree Mall litigation,
and to a lesser extent in Circle Tower, is in each case subject to significant
uncertainty. In our experience, it is likely that any third party seeking to
obtain control of the Company will, due to such uncertainty, assign a value to
these assets at the low end of the range of likely values; accordingly, such a
third party, rather than existing shareholders, would be the primary beneficiary
if the value of these assets ultimately proves to be greater.
One way to handle this issue is to identify a means by which the assets of
uncertain value (the "Specified Assets") are segregated from the Company's
remaining assets prior to, or concurrently with, any proposed change of control
transaction. The Specified Assets would then effectively be distributed to
electing, or all, shareholders, either as part of a stock repurchase or
otherwise.
For example, assume that, as part of a change of control transaction, existing
shareholders are offered the opportunity either to tender their shares to the
Company or to remain as shareholders. In that case, the Company could transfer
its ownership interest in the Specified Assets to a wholly owned subsidiary of
the Company prior to consummation of such transaction; then, shareholders could
be offered the opportunity to tender their shares for a combination of cash plus
a pro rata interest in such subsidiary. The net result would be that electing
shareholders would receive cash and an interest in the Specified Assets, while
the third party engaging in the change of control transaction would be acquiring
control of the Company, which upon consummation would retain only those assets
of more readily ascertainable value. Non-electing shareholders would continue to
own an interest in the Company.
Attached is a summary analysis of such a structure, which analysis includes
preliminary, approximate ranges of estimated asset values. These ranges of value
are subject to change and are included for illustrative purposes only. In the
attached analysis, we have assumed that shareholders are offered the
opportunity to obtain $2.40 per share in cash (up to a maximum of 20.8 million
shares, for a total of $50 million in cash) plus a pro rata interest in "Newco",
which owns the following assets:
. $5 million of cash (to serve as working capital)
. The Company's interest in Park Plaza, together with related accounts
receivable and other current assets and offsetting current liabilities
. The Company's interest in the Peach Tree Mall litigation
. The Company's interest in Circle Tower
The only liabilities to which Newco would be subject would be accounts payable,
other current liabilities, and lease and other contractual liabilities relating
to the above assets.
Necessarily, the Company would thereby be left with the following significant
assets and liabilities:
. Assets:
. Approximately $66 million of cash
. $7 million note receivable from Radiant Partners
. Shares of HQ Global Preferred Stock
. The Company's NOL
. Equity of Ventek
. Miscellaneous current assets
. Liabilities:
. $12.7 million principal amount of 8 7/8% Senior Notes
. Miscellaneous current liabilities, estimated to exceed current assets
by approximately $4.0 million
. Ventek performance guarantee (a contingent liability)
In addition, the Company's convertible preferred stock, with an aggregate
liquidation preference of $24.6 million, would remain outstanding.
Our preliminary view is that a structure along these lines would make the
Company easier to understand and value and could therefore enhance the overall
value to shareholders in connection with a contemplated change of control
transaction.
There are a variety of legal and other issues that would accompany this or a
similar structure, including, without limitation, (a) change of control
provisions relating to the assets being transferred, (b) the effect, if any, on
the "anti-dilution" provisions of the Company's outstanding preferred stock, (c)
tax issues, (d) securities laws issues, and (e) the need for Newco to comply
with requirements applicable to public companies.
This memorandum (including the attached analysis) is, by its nature, preliminary
and does not represent the opinion of U.S. Bancorp Libra as to the value of any
assets (or the amount of any liabilities) used to illustrate the structure of
the proposed transaction or the fairness to any stakeholder in the Company of
the proposed, or any other, transaction. As a result this memorandum (including
the attached analysis) may not be referred to or included in any public filings
or documents, nor may it be referred to or included in any discussions with or
documents delivered to any third party, in each case without our prior written
consent.
Please feel free to contact us if you have any questions or comments concerning
the foregoing or the attached.
S.F.M.
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