UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
BellaVista Capital, Inc.
(Name of Subject Company)
BellaVista Capital, Inc.
(Name(s) of Person(s) Filing Statement)
Common Stock
(Title of Class of Securities)
None
(CUSP Number of Class of Securities)
Michael Rider, President
BellaVista Capital, Inc.
420 Florence Street Suite 200
Palo Alto, CA 94301
(650) 328-3060
Copy to:
Paul Derenthal
Derenthal & Dannhauser LLP
One Post Street Suite 575
San Francisco, CA 94104
(650) 328-3060
(Name, address (including zip code) and telephone number (including area
code) of person(s) authorized to receive notices and communications on behalf of
the person(s) filing statement)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is BellaVista Capital, Inc., a Maryland
corporation (the "Company"). The address of the principal executive office of
the Company is 420 Florence Street Suite 200, Palo Alto, California 94301. The
Company's telephone number at that address is (650) 328-3060.
The title of the class of equity securities to which this statement relates
is the Company's Common Stock, par value $0.01 per share (the "Shares"). The
number of Shares outstanding as of August 20, 2007 was 13,959,452.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
This Schedule 14D-9 is being filed by the Company. The name, address and
telephone number of the Company are set forth in Item 1 above.
This Schedule 14D-9 relates to a tender offer (the "MPF Offer") dated
September 21, 2007 by MPF-NY 2007, LLC; MPF Badger Acquisition Co., LLC; MPF
DeWaay Premier Fund 3, LLC; MacKenzie Patterson Special Fund 5, LLC; MacKenzie
Patterson Special Fund 6, LLC; MacKenzie Patterson Special Fund 6-A, LLC; MPF
DeWaay Fund 5, LLC; MPF Flagship Fund 13, LLC; MPF Senior Note Program II, LP;
MPF Acquisition Co. 3, LLC; and MP Value Fund 5, LLC (collectively, "MPF") to
purchase up to 750,000 Shares at a purchase price equal to $1.75 per Share, less
the amount of any dividends declared or made with respect to the Shares between
September 21, 2007 and October 31, 2007 or a later date to which the MPF Offer
may be extended, upon the terms and subject to the conditions set forth in an
MPF Offer to Purchase dated September 21, 2007.
As set forth in MPF's Schedule TO filed with the Securities and Exchange
Commission (the "SEC") on September 21, 2007, the principal executive offices of
MPF are located at 1640 School Street, Moraga, California 94556.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The Company's Board of Directors (the "Board") has reviewed and carefully
considered the MPF Offer and has concluded that the consideration provided by
the MPF Offer is inadequate to the shareholders of the Company. The MPF Offer is
the sixth in a sequential series of tender offers (five prior offers have been
made, in June and October, 2005, April and October 2006, and June 2007,
respectively). All have been made at prices which are significantly below what
the Company has estimated to be the net realizable value of its assets. The
$1.75 per Share offer price is $0.50 per Share less than offered by MPF in June
2007, while the Company's estimate of the realizable value of its assets (on
which MPF says it has relied in determining its offer price) decreased by only
$0.16 per Share since that date. There is no market for the Shares and there can
be no assurance as to when or whether the Shareholders will realize amounts
equal to the estimated asset values for the Shares. As the Company announced
that it did not intend to make any redemptions through at least the end of 2008,
the MPF tender offers, including the current MPF Offer, and the Company's tender
offers in response to those MPF offers, have provided the only significant
opportunity for liquidity to the Shareholders during the past two years. While
the Board believes that the price offered by MPF is substantially below the
value of the Shares, they have nevertheless concluded that it will be in the
best interest of the Company and its Shareholders to make a competing offer to
acquire up to 750,000 Shares at a price of $2.00 per Share (the "Company
Offer"). Though the Company Offer price is also substantially below the
estimated asset value per Share, the Company recognizes that some Shareholders
may have a pressing need or desire to liquidate their Shares at this time. The
Company believes that it is in the best interest of the Company and its
Shareholders to provide these Shareholders an opportunity to liquidate at a
price in excess of the MPF Offer price.
The Board unanimously recommends that shareholders reject the MPF Offer and
not tender their Shares. Shareholders are urged to carefully consider the
factors set forth herein and the information set forth in the Letter to the
Shareholders, dated as of October 1, 2007, a copy of which is attached hereto as
Exhibit (a)(1) and incorporated herein by reference. The Board remains neutral
with respect to the Company Offer and does not make any recommendation as to
whether you should tender or refrain from tendering your shares in response to
the Company Offer.
No member of the Board and none of the Company's executive officers,
affiliates or subsidiaries intends to tender or sell any Shares in the MPF Offer
or the Company Offer.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Not applicable.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in the Letter to the Shareholders, dated as of
October 1, 2007, a copy of which is attached hereto as Exhibit (a)(1) and
incorporated herein by reference.
ITEM 9. EXHIBITS.
(a)(1) Letter to Shareholders dated October 1, 2007.
(e) Not applicable.
(g) Not applicable.
SIGNATURE
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: October 1, 2007 BellaVista Capital, Inc
/s/ MICHAEL RIDER
-----------------------------
Name: Michael Rider
Title: President