0001102946-16-000032.txt : 20160107 0001102946-16-000032.hdr.sgml : 20160107 20160107121527 ACCESSION NUMBER: 0001102946-16-000032 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160107 DATE AS OF CHANGE: 20160107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KBS Real Estate Investment Trust II, Inc. CENTRAL INDEX KEY: 0001411059 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 260658752 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87404 FILM NUMBER: 161329556 BUSINESS ADDRESS: STREET 1: 800 NEWPORT CENTER DRIVE STREET 2: SUITE 700 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-417-6500 MAIL ADDRESS: STREET 1: 800 NEWPORT CENTER DRIVE STREET 2: SUITE 700 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CMG PARTNERS LLC CENTRAL INDEX KEY: 0001197042 IRS NUMBER: 911896968 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 12828 NORTHUP WAY STREET 2: SUITE 110 CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 425.376.0693 MAIL ADDRESS: STREET 1: 12828 NORTHUP WAY STREET 2: SUITE 110 CITY: BELLEVUE STATE: WA ZIP: 98005 SC TO-T/A 1 kbsiifinalamend172016.htm FINAL AMENDMENT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
Amendment No. 1

SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

KBS REAL ESTATE INVESTMENT TRUST II, INC.
(Name of Subject Company)

CMG INCOME FUND II, LLC,
CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)

None or unknown
(CUSIP Number of Class of Securities)
_______________________
 
 
Mark Swenson
 
 
CMG Partners, LLC
 
 
12828 Northup Way, Suite 110
 
 
Bellevue, WA 98005
 
 
(425) 376-0693
 

(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
     
 
$36,000,000
$3,625.20
 
*
For purposes of calculating the filing fee only.  Assumes the purchase of 10,000,000 Units at a purchase price equal to $3.60 per Unit 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: $3,625.20
  
 
 
Form or Registration Number: SC TO-T
  
 
 
Filing Party: CMG Partners, LLC
  
 
 
Date Filed: November 12, 2015
  
 
 
 
  
 
[]
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: [X]
  
 
 
 
  
 
 
 
  
FINAL AMENDMENT TO TENDER OFFER

This is Amendment No. 1 to the Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by CMG INCOME FUND II, LLC, CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC (collectively the "Purchasers") to purchase up to 10,000,000 shares of common stock (the "Shares") in KBS Real Estate Investment Trust II, Inc. (the "REIT"), the subject company, at a purchase price equal to $3.60 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated November 12, 2015 ("Offer Date") and the related Agreement of Assignment and Transfer.

The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchases, of a total of approximately 451,284 Shares and a total of four sellers with unknown shares.  Following purchase of all the tendered Shares, the Purchases will own an aggregate of approximately 850,297 Shares, or approximately 0.45% of the total outstanding Shares.


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: January 7, 2016

CMG INCOME FUND II, LLC, CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC
By: Mark Swenson, Manager

By:
/s/ Mark Swenson