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Section 1: SC TO-T/A (SCHEDULE TO-T/A)


 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
AMENDMENT NO. 2 TO
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

UNITED DEVELOPMENT FUNDING IV
(Name of Subject Company)

SCM SPECIAL FUND 3, LP, LEMON CREEK ADVISERS, LP, AND MACKENZIE CAPITAL MANAGEMENT, LP
(Bidders)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)

910187103
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
 
Chip Patterson, Esq.
MacKenzie Capital Management, LP
 
MacKenzie Capital Management, 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
     
 
$1,937,500
$224.56
 
*
For purposes of calculating the filing fee only.  Assumes the purchase of 1,550,000 common shares of beneficial interest at a purchase price equal to $1.25 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: $224.56
 
Form or Registration Number: SC TO-T
 
Filing Party: MacKenzie Capital Management, LP
 
Date Filed: March 20, 2017
   
[ ]
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: [ ]
   
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
   
[ ]
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
[ ]
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 

AMENDMENT NO. 2 TO TENDER OFFER

This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by SCM Special Fund 3, LP and Lemon Creek Advisers, LP (collectively the "Purchasers") to purchase up to 1,550,000 common shares of beneficial interest (the "Shares")  in United Development Funding IV (the "Corporation"), the subject company, at a purchase price equal to $1.25 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated March 20, 2017 (the "Offer Date") and the related Assignment Form.

Purchasers have added a revised press release to the Tender Offer.

No shares have yet been tendered.

Item 12. Exhibits.


(a)(1)
Amended Offer to Purchase dated March 29, 2017**
   
(a)(2)
Assignment Form*
   
(a)(3)
Form of Letter to Shareholders dated March 20, 2017*
 
(a)(4)
 
(a)(5)
 
 
Form of advertisement in Investor's Business Daily*
 
Revised Press Release
*
Previously filed on March 20, 2017

**
Previously filed on March 29, 2017

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 5, 2017

SCM Special Fund 3, LP
By: SCM-GP, LLC, General Partner
By: Sutter Capital Management, LLC, Manager

By:
/s/ Chip Patterson
   
 
Chip Patterson, Managing Director
   


Lemon Creek Advisers, LP
By: LCA-GP, LLC, General Partner

By: /s/ Chip Patterson 
Chip Patterson, Managing Director


MACKENZIE CAPITAL MANAGEMENT, LP

By: /s/ Chip Patterson 
Chip Patterson, Managing Director
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Section 2: EX-99.(A)(5) (REVISED PRESS RELEASE)


FOR IMMEDIATE RELEASE

MacKenzie Capital Management, LP announces an Offer to purchase shares of United Development Funding IV (OTCMKTS:UDFI).

Moraga, Calif. (Market Wire)— April 5, 2017 —Affiliates of MacKenzie Capital Management, LP are offering to purchase up to 1,550,000 Shares of United Development Funding IV (OTCMKTS:UDFI) at a price of $1.25 per Share upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter and Assignment Form for the offer (which together constitute the "Offer" and the "Tender Offer Documents").  THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., PACIFIC TIME, ON MAY 5, 2017.

Shareholders should read the Offer to Purchase and the related materials carefully because they contain important information. Shareholders may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter to Shareholders, the Assignment Form, and other documents that the company has filed with the U.S. Securities and Exchange Commission at the commission's website at www.sec.gov.  Shareholders also may obtain a copy of these documents, without charge, from our website at www.mackenziecapital.com (click on Tenders), or by calling toll free at 800-854-8357.

Contact: Christine Simpson, 800-854-8357 x. 1024
MacKenzie Capital Management, LP
1640 School Street
Moraga, California 94556
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Section 3: EX-99.(A)(5) (PDF OF REVISED PRESS RELEASE)

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Note: This PDF document represents an unofficial copy of information contained within this document, as allowed by the recent EDGAR system modernization.
SNL Interactive cannot take responsibility for the integrity of this file or its appearance, layout, or legibility. It is provided as is by the filer of this document.

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