From: Dan Raider
Sent: Thursday, May 23, 2013 11:19 AM
Subject: File Number 81-939
May 1, 2013
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-1090
Attention: Elizabeth M. Murphy, Secretary
Re: File Number 81-939, Application of W2007 Grace Acquisition I, Inc. for a Conditional Exemption from the Obligation to File Reports under the Exchange Act
Ladies and Gentlemen:
I am writing to provide additional commentary in light of the excellent comments dated May 15, 2013 from Douglas Hercher, which are reproduced below.
The statement by Mr. Hercher that "The claim by W2007 Grace that an exemption is warranted because they believe there are fewer than 300 actual beneficial owners" is not, of course, the claim that W2007 Grace is making. Instead, W2007 Grace acknowledges that there are more than 300 holders of record, implicitly concedes that there are more than 300 beneficial holders (which, of course, the Commission could easily verify by an inspection of the shareholder record and the NOBO list), but still asks for an exemption based on its entirely unsubstantiated belief that some of the record holders, i.e., the Sullivan Trusts, represent only a single beneficial owner. As someone with personal knowledge of the Sullivan Trusts, I categorically deny that they have only a single beneficial owner. Thus, all of W2007 Grace's arguments on the subject of the number of preferred shareholders are either irrelevant or incorrect.
In any event, whether the "bright line" test is the number of record owners or the number of beneficial owners, no one contends that the number of either in this case is something other than 300. W2007 Grace has more than 300 record owners and has more than 300 beneficial owners. Thus, the continued suspension of SEC reporting obligations would clearly be incorrect as a matter of law, regulation, and precedent.
This matter should be dispatched without further delay by the Commission. In the meantime, the public shareholders of W2007 Grace's preferred stock - more than 300 of them - continue to be harmed by the actions of the controlling shareholder, including but not limited to its failure to provide financial information.
May 15, 2013
As a private investor who holds shares in both the Series B and Series C preferred stock issues related to W2007 Grace, I respectfully ask that the Company's request for an exemption under Section 12(H) be declined.
The beneficial owner of the common equity in this company is a well-capitalized, highly sophisticated financial investor which is perfectly capable of managing the disclosure requirements of a billion dollar business.
At this time, in light of the failure of the company to pay dividends to its preferred holders, I believe the Commission's primary concern should be to ensure that the shareholders of these public shares receive as much information about the financial prospects of the company they've invested in as is reasonably available.
The claim by W2007 Grace that an exemption is warranted because they believe there are fewer than 300 actual beneficial owners is entirely unsubstantiated. Absent a more compelling case from Grace, anchored one would hope by data not conjecture, the benefit of the doubt must surely go to the hundreds of owners of these securities.