SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
Amendment No. 2
KBS REAL ESTATE INVESTMENT TRUST II, INC.
(Name of Subject Company)
CMG LEGACY INCOME FUND, LLC, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC
CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
_______________________
Mark Swenson | ||
| CMG Partners, LLC | ||
| 12828 Northup Way, Suite 110 | ||
| Bellevue, WA 98005 | ||
| (425) 376-0693 |
(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 | |
| $40,000,000 | $5,152.00 |
| * | For purposes of calculating the filing fee only. Assumes the purchase of 10,000,000 Shares at a purchase price equal to $4.00 per Share 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: $5,152.00 | |
| Form or Registration Number: SC TO-T | |
| Filing Party: CMG Partners, LLC | |
| Date Filed: November 25, 2014 | |
| [] | 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 is Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by CMG Legacy Income Fund, LLC, CMG Income Fund II, LLC, CMG Legacy Growth Fund, LLC, CMG Acquisition Co., LLC and CMG Partners, LLC (collectively the “Purchasers”) to purchase up to 10,000,000 shares of common stock (the “Shares”) in KBS Real Estate Investment Trust II, Inc. (the “REIT”), the subject company, at a purchase price equal to $4.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated November 25, 2014 (“Offer Date”) and the related Agreement of Assignment and Transfer.
The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchases, of a total of approximately 370,000 Shares and a total of 29 sellers with unknown shares. Following purchase of all the tendered Shares, the Purchases will own an aggregate of approximately 370,000 Shares, or approximately 0.19% of the total outstanding Shares.
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: January 27, 2015
CMG LEGACY INCOME FUND, LLC, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC
CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC
By: Mark Swenson, Manager
| By: | /s/ Mark Swenson | ||