August 19, 2013
SEC: PLEASE DON'T REMAIN ASLEEP AT THE SWITCH AGAIN
I have owned series B preferred shares since prior to the Goldman Sachs buyout of the common shares of Equity Inns.
The common shareholders, of which the CEO was a large one, received a generous payout of $23/share. The preferred shareholders, who are entitled to priority over the common shares, received only equivalent preferreed shares in the new entity.
They then proceeded to cancel the preferred dividend, and went "Dark", causing the preferred shares to tank, and have in the last 6 years proceeded to buy them up on the cheap (through a 100% controlled entity in a thinly veiled attempt to escape the Charter provisions on partial Redemption)and therefore they are effectively in violation of the Charter provision against redemption except for a consideration equal to the liquidation preference price plus unpaid dividends. Moreover, this is clearly insider trading in that the acquiring persons were in complete knowledge of the company's internal plans and accounts while public shareholders were kept totally in the Dark.
I suspected that this was Goldman Sachs' fraudulent plan from day 1:
Cancel the dividend, Go Dark, tank the shares, and buy them up cheap
In tax case law, there is a principle that one examines the source and sink of funds, and the final outcome is what counts in determining how a series of transactions shall be taxed, not the hoops that the money jumped through on the way.
Following that principle, the creeping acquisition of the W2007 Grace preferred shares by Whitehall Funds, which is a close affiliate of Whitehall Global Real Estate Investments which controls W2007 Grace, both of which are ultimately controlled by Goldman Sachs, should be deemed to be a re-acqusition of the company's shares by the company itself, and is therefore effectively an illegal redemption.
Now, Commissioner, you can do your part to protect investors and stamp out fraud and unethical behvior in the financial industry by at the very least recognizing that this company does indeed have more than 300 beneficial shareholders, as shown in their own application for exemption, and by requiring it to file all of the reports mandated by the SEC for a public company, in order to keep shareholders informed as to what is going on.
Paul W. Dent