Item 1.01 Entry into a Material Definitive Agreement.
On February 26, 2009, MMA Renewable Ventures, LLC and MMA Renewable Ventures
Finance, LLC (collectively, the "Sellers"), subsidiaries of Municipal Mortgage &
Equity, LLC (the "Company"), entered into a purchase agreement (the "Purchase
Agreement") with Fotowatio Renewable Ventures, Inc. ("Fotowatio"), a subsidiary
of Fotowatio S.L., whereby the Sellers agreed to sell to Fotowatio substantially
all of the assets of the Company's Renewable Energy segment. The asset sale will
exclude the Sellers' Solar Fund I and Solar Fund II, as well as certain
additional assets. The total purchase price is expected to be approximately
$19.7 million, subject to adjustments set forth in the Purchase Agreement. $1.5
million of the purchase price was paid by Fotowatio to the Sellers upon the
signing of the Purchase Agreement, with the remainder of the purchase price to
be paid in two separate closings. The first closing will cover the Sellers' core
assets (including their employees, their pipeline of potential future
transactions and their interest in Solar Fund III), as well as the remaining
assets that are to be acquired and for which third-party consents to the
transaction are either not required or have been received by that time.
Fotowatio will make a minimum payment to the Sellers of $13.6 million at the
first closing. The second closing will cover the remaining assets that are to be
acquired for which necessary third-party consents have been received between the
first closing and the second closing. It is scheduled to occur by April 13,
2009. At the second closing, the balance of the purchase price will be paid by
Fotowatio to the Sellers, subject to adjustments. In the event that, with
respect to those non-core assets any required third party consents are not
received by the second closing, the parties will negotiate in good faith to
transfer those assets from the Sellers to Fotowatio following the second
closing. The Company has guaranteed all of the Sellers' obligations under the
Purchase Agreement and Fotowatio S.L. has guaranteed Fotowatio's obligations to
pay the purchase price to the Sellers. The transaction is subject to customary
closing conditions including the receipt of certain third party consents.
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