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 comments in response to the application of W2007 Grace Acquisition I, Inc. ("W2007 Grace") for a conditional exemption from its obligation under Section 15(d) of the Securities Exchange Act of 1934 to file reports.
I note that my ability to provide comments is handicapped somewhat by the fact that notwithstanding the application's date of April 4, 2013, the text of the application does not appear as of this writing to be available on the SEC's website. (A search of File #81-939 leads to a reference to a paper application, and thence to Document Control Number 13001639, but the text of the application itself is not to be found on-line, at least not by me.) These comments are therefore restricted by the limited material which appears in SEC Release No. 34-69477, dated April 30, 2013, which summarizes W2007 Grace's application.
The reasons advanced by W2007 Grace in support of its application appear to be either incorrect or misleading. A discussion of each follows below.
1. Alleged beneficial ownership of 300 trust entities by a single beneficial owner. W2007 Grace alleges that it believes that 300 of its shareholders, all "trust entities", are beneficially owned by a single beneficial owner. As one of a number of beneficial owners of one or more of the trusts in question, I declare from my personal knowledge that they are not in fact owned by a single beneficial owner. Moreover, the grantor of the trusts has informed W2007 Grace, by E-mail dated March 21, 2013, that each of the trusts has a unique beneficiary. Thus, W2007 Grace's assertion is not only entirely incorrect, but is also in direct contravention of representations that have been made to it by an individual with authoritative knowledge.
2. Alleged limited trading activity in W2007 Grace's securities. Like beauty, it is possible that "limited trading activity" is in the eye of the beholder. However, I note that just one of W2007 Grace's securities, its so-called "Class B" preferred stock (ticker symbol WGCBP) has over the past year seen trading volume of at least 648,429 shares. At the most recent reported price of $8.50 per share, this amounts to more than $5 million worth of securities traded. (I attach to these comments a file, whose source is www.otcmarkets.com;, providing a detailed record of the last year's trading in this class of W2007 Grace's securities.) In addition, W2007 Grace's so-called Class C stock is also traded, so the number of the Company's shares traded and the value of its traded shares are far greater than these figures.
3. Alleged "small economic interests" of W2007 Grace. W2007 Grace's assertion that it is merely an investment firm with "small economic interests", to the extent that it seeks to characterize W2007 Grace as a modest enterprise, does not pass the laugh test, the smell test, or any other test of reason or good faith. In fact, according to W2007 Grace's Ernst & Young-audited consolidated balance sheet for the year ended December 31, 2011, W2007 Grace had total assets at that date of more than $1.7 billion. Furthermore, in contrast to W2007 Grace's assertion that is has "small economic interests" in 130 hotels, Footnote 1 to the same financial statements states that W2007 Grace "owns 131 hotels located in 35 states which operate under franchise agreements with Marriott, Hilton, Hyatt, Choice and Intercontinental." This is hardly the kind of activity which ought, out of small size, to be exempted from reporting requirements under the Exchange Act.
Thank you for your consideration of these comments.