Exhibit (a)(4)
[Published May 30, 2006 in Investor's Business Daily]
This announcement is neither an offer to buy nor a solicitation of an offer to
sell Units. The Offer is being made solely by the formal Offer to Purchase
forwarded to Unit holders of record and is not being made to, and tenders will
not be accepted from or on behalf of, Unit holders residing in any jurisdiction
in which making or accepting the Offer would violate that jurisdiction's laws.
In those jurisdictions where the securities, Blue Sky, or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Purchasers only by one or more registered dealers licensed
under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH:
ALL Units of Limited Partnership Interest of ICON Cash Flow Partners L.P. Seven,
a Delaware limited partnership (the "ICON Partnership") at a price of
$4.50 per Unit
by:
MPF-NY 2006, LLC, Moraga Gold, LLC, MPF DeWaay Fund 3, LLC, MPF Flagship Fund
11, LLC, MPF Blue Ridge Fund I, LLC, MPF Blue Ridge Fund II, LLC, MPF Senior
Note Program I, LP, MacKenzie Patterson Special Fund 7, LLC, MPF DeWaay Premier
Fund 3, LLC, MacKenzie Patterson Special Fund 6, LLC, MacKenzie Patterson
Special Fund 6-A, LLC, MPF Income Fund 22, LLC, MPF Income Fund 23, LLC,
MPF DeWaay Fund 4, LLC, MPF DeWaay Premier Fund 2, LLC
(collectively the "ICON Purchasers")
and
ALL Units of Limited Partnership Interest of First Wilkow Venture, a Limited
Partnership, a Delaware limited partnership (the "First Wilkow Partnership") at
a price of
$40 per Unit
by:
MPF-NY 2006, LLC; Steve Gold; MPF Senior Note Program I, LP; MPF Flagship Fund
10, LLC; MPF DeWaay Premier Fund 3, LLC; MPF Blueridge Fund I, LLC; MPF
Blueridge Fund II, LLC; MacKenzie Patterson Special Fund 6, LLC; MacKenzie
Patterson Special Fund 6-A, LLC; MacKenzie Patterson Special Fund 5, LLC;
MacKenzie Patterson Special Fund 7, LLC; MPF Income Fund 23, LLC; MPF DeWaay
Premier Fund 2, LLC; MPF Flagship Fund 11, LLC; MPF DeWaay Fund 3, LLC; MPF
DeWaay Fund 4, LLC; Accelerated High Yield Institutional Investors, Ltd.;
Accelerated High Yield Institutional Fund, Ltd.; MPF Income Fund 21, LLC; and
MPF Income Fund 20, LLC (collectively the "First Wilkow Purchasers") (the term
"Purchasers" shall refer to First Wilkow and ICON Purchasers collectively)
The ICON Purchasers are offering to purchase for cash ALL Units of Limited
Partnership Interest ("Units") of the ICON Partnership, at a price of $4.50 per
Unit, and the First Wilkow Purchasers are offering to purchase for cash ALL
Units of Limited Partnership Interest ("Units") of the First Wilkow Partnership,
at a price of $40, both upon the terms and subject to the conditions set forth
in ICON and First Wilkow Purchasers' Offers to Purchase and in the related
Letters of Transmittal for the offers, respectively (which together constitute
the "Offer" and the "Tender Offer Documents").
THE OFFERS AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME, ON JULY
11, 2006, UNLESS AN OFFER IS EXTENDED.
Funding for the purchase of the Units will be provided through the Purchasers'
existing working capital. The Offers are not made for the purpose of acquiring
or influencing control of the business of the issuers. The Offers will expire at
12:00 midnight, Pacific Time on July 11, 2006, unless and until the Purchasers,
in their sole discretion, shall have extended the period of time for which the
respective Offer is open (such date and time, as extended the "Expiration
Date"). The Purchasers will not provide a subsequent offering period following
the Expiration Date. If Purchasers make a material change in the terms of the
Offer, or if they waive a material condition to the Offer, Purchasers will
extend the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The minimum period during which the Offer
must remain open following any material change in the terms of the Offer, other
than a change in price or a change in percentage of securities sought or a
change in any dealer's soliciting fee, will depend upon the facts and
circumstances including the materiality of the change with respect to a change
in price or, subject to certain limitations, a change in the percentage of
securities ought or a change in any dealer's soliciting fee. A minimum of ten
business days from the date of such change is generally required to allow for
adequate dissemination to Unit holders. Accordingly, if prior to the Expiration
Date, Purchasers increase (other than increases of not more than two percent of
the outstanding Units) or decrease the number of Units being sought, or increase
or decrease the consideration offered pursuant to the Offer, and if the Offer is
scheduled to expire at any time earlier than the period ending on the tenth
business day from the date that notice of such increase or decrease is first
published, sent or given to Unit holders, the Offer will be extended at least
until the expiration of such ten business days. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 a.m. through 12:00 midnight, Pacific
Time. In all cases payment for the Units purchased pursuant to the Offer will be
made only after timely receipt of the Letters of Transmittal (or facsimiles
thereof), properly completed and duly executed, with any required signature
guarantees, and any other documents required by such Letters of Transmittal.
Tenders of Units made pursuant to the Offer is irrevocable, except that Unit
holders who tender their Units in response to the Offer will have the right to
withdraw their tendered Units at any time prior to the Expiration Date by
sending to MacKenzie Patterson Fuller, LP a written or facsimile transmission
notice of withdrawal identifying the name of the person who tendered Units to be
withdrawn, signed by the same persons and in the same manner as the Letter of
Transmittal tendering the Units to be withdrawn. In addition, tendered Units may
be withdrawn at any time on or after July 31, 2006, unless the tender has
theretofore been accepted for payment as provided above. If tendering Unit
holders tender more than the number of Units that Purchasers seek to purchase
pursuant to the Offer for those Units, Purchasers will take into account the
number of Units so tendered and take up and pay for as nearly as may be pro
rata, disregarding fractions, according to the number of Units tendered by each
tendering Unit holder during the period during which that Offer remains open.
The terms of the Offer are more fully set forth in the formal Tender Offer
Documents which are available from Purchasers at the Purchasers' expense. The
Offer contains terms and conditions and the information required by Rule
14d-6(d)(1) under the Exchange Act which are incorporated herein by reference.
The Tender Offer Documents contain important information which should be read
carefully before any decision is made with respect to the Offer.
The Tender Offer Documents may be obtained by written request to Purchasers or
as set forth below. A request has been made to the Partnership pursuant to Rule
14d-5 under the Exchange Act for the use of its list of Unit holders for the
purpose of disseminating the Offer to Unit holders. Upon compliance by the
Partnership with such request, the Tender Offer Documents and, if required,
other relevant materials will be mailed at the Purchasers' expense to record
holders of Units, brokers, banks and similar persons whose names appear or whose
nominee appears on the list of securities holders, or persons who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Units.
For Copies of the Tender Offer Documents, Call Purchasers at 1-800-854-8357,
Make a Written Request Addressed to 1640 School Street, Moraga, California
94556, email to investors@mpfi.com, or visit our website at www.mpfi.com (click
on MPF Tenders).
May 30, 2006