SEC Info - CMG Partners LLC - ‘SC TO-T’ on 11/26/14 re: SC Merger Sub LLC

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CMG Partners LLC – ‘SC TO-T’ on 11/26/14 re: SC Merger Sub LLC

On: Wednesday, 11/26/14, at 12:40pm ET · As of: 11/4/14 · Accession #: 1197042-14-42 · File #: 5-87388 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 12/4/14 by the SEC on 12/4/14. `®`

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

11/04/14  CMG Partners LLC                  SC TO-T®   11/26/14    6:1.0M SC Merger Sub LLC

Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T     Tender-Offer Statement -- Third-Party Tender Offer  HTML     21K 
 6: SC TO-T     PDF of Offer -- ccitscheduleto1114                   PDF    560K 
 2: EX-99.A1    Exhibit (A)(1)                                      HTML    116K 
 3: EX-99.A2    Exhibit (A)(2)                                      HTML     20K 
 4: EX-99.A3    Exhibit (A)(3)                                      HTML     15K 
 5: EX-99.A4    Exhibit (A)(4)                                      HTML     12K

SC TO-T — Tender-Offer Statement — Third-Party Tender Offer

This is an HTML Document rendered as filed. [ Alternative Formats ]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

___________________

COLE CORPORATE INCOME TRUST, Inc.

(Name of Subject Company)

CMG LEGACY INCOME FUND, LLC, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, 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

	$16,000,000	$2,060.80

*	For purposes of calculating the filing fee only. Assumes the purchase of 2,000,000 Shares at a purchase price equal to $8.00 per Share in cash

[]	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:
	Form or Registration Number:
	Filing Party:
	Date Filed:

[]	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: [ ]

TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) CMG LEGACY INCOME FUND, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC, CMG ACQUISITION CO., LLC, AND CMG PARTNERS, LLC (collectively the “Purchasers”) to purchase up to 2,000,000 shares of common stock (the “Shares”) in Cole Corporate Income Trust, Inc. (the “REIT”), the subject company, at a purchase price equal to $8.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated November 4, 2014 (“Offer Date”) and the related Agreement of Assignment and Transfer, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. Any dividends paid or declared after December 12, 2014 or such other date to which this Offer may be extended (the “Expiration Date”), by the terms of the Offer and as set forth in the Agreement of Assignment and Transfer, would be assigned by tendering Shareholders to the Purchasers.

Tender of Shares will include the tender of any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after the Offer Date. Purchasers are entitled to all proceeds that are paid on or after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering Shareholders with respect to the transferred Shares, regardless of when the claims asserted and such action accrued.

The REIT had 37,976 holders of record owning an aggregate of 198,400,000 Shares as of March 25, 2014 and August 8, 2014, respectively, according to its Annual Report on Form 10-K for the fiscal year ending December 31, 2013 and Quarterly Report on Form 10-Q for the period ending June 30, 2014. The Purchasers and their affiliates currently beneficially own 0 Shares, or 0.0% of the outstanding Shares. The 2,000,000 Shares subject to the Offer constitute 1.01% of the outstanding Shares. Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchasers of up to $16,000,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital and binding capital commitments from their members.

The address of the REIT’s principal executive offices is 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016, and its phone number is (602) 778-8700.

The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.

Item 12. Exhibits.

(a)(1)	Offer to Purchase dated November 4, 2014

(a)(2)	Agreement of Assignment and Transfer

(a)(3)	Form of Letter to Shareholders dated November 4, 2014
(a)(4)	Form of advertisement in Investor’s Business Daily
(b)- (h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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: November 4, 2014

CMG LEGACY INCOME FUND, LLC, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC

CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC

By: Mark Swenson, Manager

By:

/s/ Mark Swenson

Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC TO-T’ Filing	Date	Other Filings

	12/12/14	8-K, SC TO-T/A
Changed as of / Corrected on:	12/4/14
Filed on:	11/26/14	425
Filed as of:	11/4/14	8-K, SC TO-T
	8/8/14
	6/30/14	10-Q, SC TO-T
	3/25/14	SC TO-T
	12/31/13	10-K
		List all Filings

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Filing Submission 0001197042-14-000042 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

CMG Partners LLC – ‘SC TO-T’ on 11/26/14 re: SC Merger Sub LLC

On: Wednesday, 11/26/14, at 12:40pm ET · As of: 11/4/14 · Accession #: 1197042-14-42 · File #: 5-87388 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 12/4/14 by the SEC on 12/4/14. ®

Previous ‘SC TO-T’: ‘SC TO-T’ on 11/25/14 · Next: ‘SC TO-T/A’ on 12/11/14 · Latest: ‘SC TO-T/A’ on 7/15/16

Tender-Offer Statement — Third-Party Tender Offer — Schedule TOFiling Table of Contents

SC TO-T — Tender-Offer Statement — Third-Party Tender Offer

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Wednesday, 11/26/14, at 12:40pm ET · As of: 11/4/14 · Accession #: 1197042-14-42 · File #: 5-87388 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 12/4/14 by the SEC on 12/4/14. `®`

Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents