|By PR Newswire||
|December 26, 2012 05:35 PM EST||
CUPERTINO, Calif., Dec. 26, 2012 /PRNewswire/ -- Mission West Properties, Inc. (NASDAQ: MSW) today announced that it has completed the transactions to dispose of all of its real estate assets for an enterprise value of approximately $1.3 billion. Mission West sold certain of its real estate assets to a joint venture entity sponsored by affiliates of Divco West and TPG Real Estate in exchange for approximately $400 million in cash and $398 million in assumed mortgage debts and other obligations, as adjusted for certain closing costs, escrows and other items. In addition, Mission West completed a separate transaction with certain operating partnerships in which the operating partnerships retained certain assets and liabilities with an approximate net value of $525 million. Limited partners who did not convert their ownership interests into common stock of the Company retained ownership interests in those operating partnerships. Mission West then withdrew as the general partner of each of the operating partnerships and with respect to any limited partnership interests it held in the operating partnerships.
The Board of Directors has declared December 28, 2012, as the record date for all common stockholders to automatically become the holder of one unit of beneficial interest in a liquidating trust to be established by Mission West (the "Liquidating Trust") for each share of the Company's common stock on a 1:1 basis. All cash, other assets and remaining liabilities of the Company are expected to be transferred to the Liquidating Trust on December 28, 2012. The Board of Directors anticipates the initial distribution from the Liquidating Trust will be completed on or before January 15, 2013. Subsequent distributions from the Liquidating Trust will be based on cash available after satisfying outstanding debts, applicable taxes and related transaction costs. At this time, the Company estimates the total distributions to stockholders will range from $9.20 to $9.28 per unit interest in the Liquidating Trust with an initial distribution of $9.18 per unit. All of the distributions from the Liquidating Trust will be deemed a 2012 event for income tax purposes and each stockholder of record on December 28, 2012, will receive information from the Liquidating Trust reporting the amount of the distribution in 2013.
Mission West Properties, Inc. formerly operated as a self-managed, self-administered and fully integrated REIT engaged in the management, leasing, marketing, development and acquisition of commercial R&D properties, primarily located in the Silicon Valley portion of the San Francisco Bay Area. For additional information, please contact the Company's Chairman and CEO, Carl E. Berg, at 408-725-0700.
This news release contains forward-looking statements that are subject to risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of these statements could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including management's plans relating to the liquidation; the expected timing of the completion of the liquidation or distributions; the estimated per unit distribution from the liquidation; and any statements or assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits of the transaction or liquidation may not materialize as expected and other risks detailed from time to time in the reports the Company files with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended December 31, 2011, as amended, and Form 10-Q for the quarter ended September 30, 2012, copies of which are available on the SEC's website at www.sec.gov. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof. Mission West disclaims any obligation to update, or continue to provide information with respect to, any forward-looking statement, whether as a result of new information, future events or otherwise.
SOURCE Mission West Properties, Inc.