SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
IMH SECURED LOAN FUND, LLC
(Name of Subject Company)
MPF SENIOR NOTE PROGRAM II, LP, MPF SENIOR NOTE PROGRAM I, LP, MPF DEWAAY FUND 8, LLC, MPF FLAGSHIP FUND 14, LLC, MACKENZIE PATTERSON SPECIAL FUND 5, LLC, MPF BLUE RIDGE FUND I, LLC; SCM SPECIAL FUND 2, LP ; AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
UNITS OF LIMITED LIABILITY COMPANY INTEREST
(Title of Class of Securities)
none
(CUSIP Number of Class of Securities)
_______________________
| Copy to: | ||
| Christine Simpson | Chip Patterson, Esq. | |
| MacKenzie Patterson Fuller, LP | MacKenzie Patterson Fuller, LP | |
| 1640 School Street | 1640 School Street | |
| Moraga, California 94556 | Moraga, California 94556 | |
| (925) 631-9100 ext. 1024 | (925) 631-9100 ext. 1006 |
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
| Transaction | Amount of | |
| Valuation* | Filing Fee | |
| $4,000,000 | $285.20 |
| * | For purposes of calculating the filing fee only. Assumes the purchase of 4,000 Units at a purchase price equal to $1,000 per Unit in cash. |
| [X] | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $285.20 | |
| Form or Registration Number: SC TO-T | |
| Filing Party: MacKenzie Patterson Fuller, LP | |
| Date Filed: March 16, 2010 | |
| [] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates: | |
| [X] | third party tender offer subject to Rule 14d-1. |
| [] | issuer tender offer subject to Rule 13e-4. |
| [] | going private transaction subject to Rule 13e-3 |
| [] | amendment to Schedule 13D under Rule 13d-2 |
| Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] | |
FINAL AMENDMENT TO TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MPF Senior Note Program II, LP, MPF Senior Note Program I, LP, MPF DEWAAY FUND 8, LLC, MPF FLAGSHIP FUND 14, LLC, MACKENZIE PATTERSON SPECIAL FUND 5, LLC, MPF BLUE RIDGE FUND I, LLC; SCM Special Fund 2, LP (collectively the “Purchasers”) to purchase up to 4,000 Units of limited liability company interest (the “Units”) in IMH Secured Loan Fund, LLC (the “Fund”), the subject company, at a purchase price equal to $1,000 per Unit, less the amount of any distributions declared or made with respect to the Units between March 16, 2010 (the “Offer Date”) and April 26, 2010 or such other date to which this Offer may be extended (the “Expiration Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 16, 2010 (the “Offer to Purchase”) and the related Assignment Form.
The Offer resulted in the tender by unitholders, and acceptance for payment by the Purchasers, of a total of 164.1618 Units. Upon completion of the Offer, the Purchasers held an aggregate of approximately 204.1618 units, or 0.2% of the total outstanding Units. These Units were allocated among the Purchasers as follows:
MPF Senior Note Program II, LP - 50 units
SCM Special Fund 2, LP - 41 units
MPF Flagship Fund 14, LLC – 48 units
MacKenzie Patterson Special Fund 5, LLC – 25.1618
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 12, 2010
MPF Senior Note Program II, LP, MPF Senior Note Program I, LP, MPF DeWaay Fund 8, LLC, MPF Flagship Fund 14, LLC, MacKenzie Patterson Special Fund 5, LLC, MPF Blue Ridge Fund I, LLC
By: MacKenzie Patterson Fuller, LP, Manager/General Partner
| By: | /s/ Chip Patterson | ||
| Chip Patterson, Senior Vice President |
SCM Special Fund 2, LP
By: SCM-GP, LLC,
By: Sutter Capital Management, LLC, Manager
| By: | /s/ Chip Patterson | ||
| Chip Patterson, Senior Vice President |
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
Chip Patterson, Senior Vice President