May 5, 2013
-I have carefully read the application Grace made to the SEC.
I would like to advise you of what we have been made to endure as preferred shareholders and the antics Grace (Goldman) has played as a scheme to enrich themselves at the expense of retail investors. All of these facts are verified in their own application with the exception of how long they have not paid a dividend They do however admit they are not paying dividends and should seat two directors representing the preferred shares.
1. Grace bought out ENN and did not pay off the preferred shareholders.
2. They then delisted the preferred shares.
3. They stopped paying dividends 20 quarters ago.
4. They have been less than helpful in seating the two extra directors the preferred holders are entitled to if the dividend was suspended for more than 6 quarters. Those directors have never been seated because of a quorum which they can now prevent.
5. Knowing the value would drop on the shares because of their prior actions they then began purchasing the preferred shares (through an affiliate) at less than the back dividends owing. The back dividends on the B shares are now $10.94 (the stock currently trades at $8.25) not to mention the $25 redemption value.
Now they are trying to avoid having to file a public 10-K claiming they are just a small company ($1.6 billion in assets) losing money ($136 million in 2012) and only have $65.7 million in shareholders equity Do you really believe Goldman is such a poor investor that they would lose $136 million on equity of $65.7 million in an environment where hotels are raising REV Par and doing quite well due to almost no new supply since the financial bubble burst and construction died? I highly suspect they are funneling off the money to affiliates and making big profits in buying the preferred shares out at a huge discount.
On page 3 of the application bottom paragraph they admit an affiliate owns 29.5% of the B shares and 41.7% of the C shares.
Here is how the math works out:
Owned by Grace Affiliate
2,018,250 Total = 34.50% of outstanding shares
It is not by coincidence that the affiliate owns just over 33.33% of the shares.
Since Grace's affiliate now owns just slightly more than 33.33% of the preferred shares, all Grace has to do is not vote their affiliates shares and we can never get a quorum of 66.67% to elect directors who would represent us as retail investors.
It is my firm belief that Grace is most likely slowly squeezing out the remaining preferred shareholders for massive profits. They have already bought over 2 million shares for less than the dividends in arrears and saved the redemption value which totals more than $50 million.
There is pending litigation against the previous management of ENN for breaching the fiduciary relationship with the preferred shareholders and allowing Grace to take advantage of them. See link below.
If it is accurate that a Goldman subsidiary is or was the lender and a Goldman subsidiary is the property manager and Goldman is the sole owner of the common, then Goldman can suck all the profits out of the company to itself via the lender in interest and loan costs and in fees to the property manager and slowly buy out the preferred holders for less than the accrued dividends.
We are asking The SEC to help protect us by not granting the exemption.
Please ask Grace under penalty of perjury if any affiliated company of Goldman was the lender and/or property manager at any time since the acquisition. It was the terms of the loan made by the lender that Grace used as an excuse to not pay dividends.
It is also my understanding that when counting holders of record my broker Schwab may be shown as one holder of record but Schwab may have 100's of beneficial owners like me. In fact I have 5 distinct beneficiaries in my own accounts. My personal trust, my wifes IRA, My wifes Roth, My Roth and my companies Profit Sharing plan all hold shares.
Do not be fooled by Graces slick approach and fancy attorneys. I find it hard to believe that my 6,400 shares represent 5 distinct beneficiaries and yet Grace claims there are only 260 - 280 holders of record as if very few individuals have an interest in the company. I also know of approx. 20 other holders who formed a group to try and get directors on the board but were thwarted by management.
Thank you for your time in hearing my opinion in this matter.
Feel free to contact me if you have any questions.
David R Johnson