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
___________________
ATEL CAPITAL EQUIPMENT FUND XI, LLC
(Name of Subject Company)
MPF FLAGSHIP FUND 14, LLC, MPF DEWAAY FUND 8, LLC, MPF BADGER ACQUISITION CO., LLC, MPF INCOME FUND 24, LLC, MPF INCOME FUND 26, LLC; AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
LIMITED LIABILITY COMPANY UNITS
(Title of Class of Securities)
none or unknown
(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 | |
$999,999 | $116.10 |
* | For purposes of calculating the filing fee only. Assumes the purchase of 444,444 Units at a purchase price equal to $2.25 per Unit in cash. |
[] | 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: | |
Form or Registration Number: | |
Filing Party: | |
Date Filed: | |
[] | 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: [ ] | |
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MPF Flagship Fund 14, LLC, MPF DeWaay Fund 8, LLC, MPF BADGER ACQUISITION CO., LLC, MPF INCOME FUND 24, LLC, MPF INCOME FUND 26, LLC (collectively the “Purchasers”) to purchase up to 444,444 Units of limited liability company interest (the “Units”) in ATEL Capital Equipment Fund XI, LLC (the “Company”), the subject company, at a purchase price equal to $2.25 per Unit, less the amount of any distributions declared or made with respect to the Units between April 27, 2011 (the “Offer Date”) and June 17, 2011 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 April 27, 2011 (the “Offer to Purchase”) and the related Assignment Form, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. As noted above, the Offer price would be subject to reduction for distributions made or declared prior to the Expiration Date. Any distributions made or declared after the Expiration Date, by the terms of the Offer and as set forth in the Assignment Form, would be assigned by tendering Unit holders to the Purchasers. MacKenzie Patterson Fuller, LP is named as a bidder herein because it is deemed to control the Purchasers, but is otherwise not participating in the offer described in this schedule.
In the event of a price reduction resulting from a Company distribution declared or made after the Offer Date and before the Expiration Date, as described above, the Purchasers will file an amendment to this Schedule TO reflecting such reduction and will, to the extent necessary, extend the Expiration Date to assure there is a minimum ten business day period following the amendment before the Offer expires.
Tender of Units will include the tender of any and all securities into which the Units may be converted and any securities distributed with respect to the Units from and after the Offer Date. Purchasers are entitled to all proceeds that are paid on or after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering Unit holders with respect to the transferred Units, regardless of when the claims asserted and such action accrued.
The Company had 1,194 holders of record owning an aggregate of 5,209,307 Units as of DECEMBER 31, 2010, according to its Annual Report on Form 10-K for the fiscal year ending December 31, 2010. The Purchasers and their affiliates currently beneficially own 0 Units, or 0.0% of the outstanding Units. The 444,444 Units subject to the Offer constitute 8.53% of the outstanding Units. Consummation of the offer, if all Units sought are tendered, would require payment by the Purchasers of up to $999,999 in aggregate Purchase Price, which the Purchasers intend to fund out of their current working capital.
The address of the Company’s principal executive offices is 600 California Street, 6th Floor, San Francisco California 94108, and its phone number is (415) 989-8800.
The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.
Item 12. Exhibits.
(a)(1) | Offer to Purchase dated April 27, 2011 |
(a)(2) | Assignment Form |
(a)(3) | Form of Letter to Unit holders dated April 27, 2011 |
(a)(4) | Form of advertisement in Investor’s Business Daily |
(b)- (h) | Not applicable. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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: April 27, 2011
MPF Flagship Fund 14, LLC, MPF DeWaay Fund 8, LLC, MPF Badger Acquisition Co., LLC, MPF Income Fund 24, LLC, MPF Income Fund 26, LLC
By: MacKenzie Patterson Fuller, LP, Manager/General Partner
By: | /s/ Chip Patterson | ||
Chip Patterson, Senior Vice President |
MACKENZIE PATTERSON FULLER, LP
By: /s/ Chip Patterson
Chip Patterson, Senior Vice President