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 as of February 13, 2008 was 12,537,504.
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 500,000 Shares at a purchase price equal to $1.25 per Share, less
the amount of any dividends declared or made with respect to the Shares between
March 11, 2008 and April 14, 2008 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 March 11, 2008.
As set forth in MPF's Schedule TO filed with the Securities and
Exchange Commission (the "SEC") on March 11, 2008, 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 seventh in a sequential series of tender offers (six prior
offers have been made, in June and October, 2005, April and October 2006, and
June and September 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 $1.25 per Share offer price is $0.50 per Share less
than offered by MPF in September 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 $0.20 per Share since September 30, 2007.
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 until 2009, 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 three years. While the Board believes that the price offered by
MPF is substantially below the value of the Shares, it has 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 March 20, 2008, 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.
No 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 March 20, 2008, 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 March 20, 2008.
(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: March 20, 2008 BellaVista Capital, Inc
/s/ Michael Rider
---------------------------
Name: Michael Rider
Title: President