NEW YORK, November 23, 2004—Wellsford Real Properties, Inc. (AMEX: WRP) announced today that its Board of Directors approved the previously announced sale of its interest in Second Holding Company, LLC (“Second Holding”) for $15 million. The sale is expected to close by early December 2004. WRP also announced that Wellsford/Whitehall Group, L.L.C. (“WWG”), has executed a preliminary contract, subject to customary due diligence and other conditions, to sell a portfolio of eight properties and a contiguous land parcel. The properties which aggregate approximately 1,360,000 square feet are located in New Jersey. The sale is scheduled to close in the first quarter of 2005. Net cash receipts from the WWG transaction are expected to be used to repay existing debt. Based upon the contract sale price, WWG will report an approximate $20 million impairment charge relating to the assets to be sold, during the three months ending December 31, 2004. WRP’s share of the impairment charge will be approximately $7 million. After the sale, WWG will own five CVS retail stores which are currently being marketed for sale, one parcel of land adjacent to a property subject to the sales contract and two fully leased buildings. As a result of the current status of WRP’s aforementioned investments in WWG and Second Holding, WRP’s Board of Directors have determined not to pursue any extraordinary transaction at this time. WRP will continue to seek opportunities for the advantageous sale of certain assets that it holds and will also evaluate new investment opportunities and the possibility of returning excess cash to stockholders. WRP is a real estate merchant banking firm headquartered in New York City, which acquires, develops, finances and operates real properties and organizes and invests in private and public real estate companies. WWG is a joint venture by and among WRP, various entities affiliated with the Whitehall Funds (“Whitehall”) and private real estate funds sponsored by The Goldman Sachs Group, Inc. (“Goldman Sachs”). WRP’s equity interest in WWG is 35.21%. The managing member of WWG is a Goldman Sachs and Whitehall affiliate. This press release, together with other statements and information publicly disseminated by WRP, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of WRP or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following, which are discussed in greater detail in the “Risk Factors” section of WRP’s registration statement on Form S-3 (file No. 333-73874) filed with the Securities and Exchange Commission (“SEC”) on December 14, 2001, as may be amended, which is incorporated herein by reference: future impairment charges as a result of possible continuing declines in the expected values and cash flows of owned properties and investments or changes in the intent with regards to such properties and investments; risks associated with equity investments in and with third parties; inability to complete the sale of our interest in Second Holding; risks associated with our reliance on joint venture partners including, but not limited to, the inability to obtain consent from partners for certain business decisions, reliance on partners who are solely responsible for the books, records and financial statements of such ventures, the potential risk that our partners may become bankrupt, have economic or other business interests and objectives which may be inconsistent with those |
