Touch america holdings liquidating trust

The net proceeds to us from the sale of 5,500,000 shares of our common stock in this offering will be approximately ,640,450, after deducting the underwriting discount and our estimated offering expenses.

If the underwriters exercise their overallotment option in full, we estimate that our net proceeds will be approximately ,889,018.

In fact, a liquidating trust can be a cost effective, simplified structure to wind down a solvent company and realize some value for stockholders.

In the context of a managed liquidation it can be particularly effective as the final stage of a well planned wind down process.

For example, for a small biotech with drug development programs out licensed to third parties, the liquidating trust can be a cost effective way to collect milestones and royalties for a period of time while open issues are resolved and a transaction can be closed to monetize the licensor interest.

In the role of liquidating trustee, (beginning before the trust is formed) we administer and manage the liquidating trust to sell remaining assets, settle open contracts, pay creditors and distribute any available funds to the company’s former stockholders. On the contrary, we prefer to be retained early enough in the wind down process to avoid insolvency and transition smoothly from the public entity to the liquidating trust structure.

We will need to compete for tenants based on rental rates, attractiveness and location of a property, and quality of maintenance and management services.

We believe that our niche focus on multi-tenant office buildings with smaller average tenant sizes will improve our ability to compete.

• Support a longer run off period to collect milestones or royalties from out-licensed assets – up to three years under Delaware law with ability to extend for longer lived assets.

• Provide a vehicle to wrap up loose ends when lower value or less liquid assets remain. 101, can qualify as sale or exchange of shares for Federal Income Tax purposes allowing stockholders to recognize loss to the extent the cost basis of their shares exceeds the per share value of assets transferred to the liquidating trust.

Our senior secured line of credit is with Fleet National Bank.

Our senior secured line of credit bears interest at LIBOR plus 275 basis points or Prime plus 75 basis points (a weighted average effective rate of 4.3% at March 25, 2004).

We understand how value can be perceived in high risk programs but we are familiar with “biobucks.” Practical financial, legal, transactional and operational experience.


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