The Holder Class
We are pleased to announce that the Company consummated the Settlement Merger on January 15, 2016 (the “Effective Date”). Per the Settlement Agreement, eligible investors who held Preferred Stock as of August 22, 2014 (excluding Defendants and their affiliates) and continue to hold through January 15, 2016, will receive $26 per share plus any residual from the Net Seller Class Settlement Fund on a pro rata basis. The Holder Class Settlement represents a total recovery of at least $62 million. The Company’s Exchange Agent, Computershare N.A., will commence mailing the Letters of Transmittal to registered holders by the end of this week. If you own the Preferred Stock through a brokerage account, then your brokerage firm may be the “registered holder”. If this is the case, the Letter of Transmittal will not be directed to you, but to your brokerage firm. The Letter must be filled out and returned to the Exchange Agent with the physical stock certificates attached. If the physical certificates are lost or destroyed, then please follow the instructions in the Letter of Transmittal. There is no deadline for returning the Letter of Transmittal, but a delay in returning the Letter will delay receipt of the Settlement Merger consideration. If you would like to see a copy of a generic Letter of Transmittal, you may request one from Catherine Pratsinakis at email@example.com. However, please note that you or your broker must return the actual Letter of Transmittal received by either you or your broker because it contains specific information and a unique code needed to process the request. If you return a generic Letter of Transmittal, the Exchange Agent will reject it. If you or your broker do not receive your Letter of Transmittal by February 5, 2016, or the Letter was lost or destroyed, the registered holder may request a copy from the Exchange Agent at (855)396-2084.
Looks like the merger should be sooner rather than later, at least according to the following SEC filing:
W2007 SEC Form 13E-3 Amendment #5
Dent lawsuit has been dismissed with prejudice on January 8, 2016, and W2007 anticipates that the Merger will be "promptly consummated on January 15, 2016 (which is this Friday)
Merger will be a 2016 event.
On December 4, 2015, the Court granted final approval of the Stipulation and Settlement in the Action. The condition to the merger of the receipt of the final approval order has not yet been satisfied. An objector who seeks to appeal has 30 days from the entry of judgment, which occurred on December 4, 2015, to file a notice of appeal, and an additional 14 days to perfect the appeal, and the condition to the Merger will not be satisfied until the approval has become non-appealable. If no appeal is filed, the condition to the Merger will be satisfied on January 4, 2015. If an appeal is filed, the condition to the Merger will be satisfied, if at all, only after the appeal has been decided.
David Johnson, et al. v. W2007 Grace Acquisition I Inc., et al., No. 2:13-cv-02777 (W.D. Tenn)
On December 4, 2015, the United States District Court for the Western District of Tennessee granted final approval of the previously disclosed stipulation and agreement of settlement in the action David Johnson, et al. v. W2007 Grace Acquisition I Inc., et al., No. 2:13-cv-02777 (W.D. Tenn.), in which W2007 Grace Acquisition I, Inc. (the Company), and its directors were among the defendants. The condition to the merger (the Merger) of the Company with and into W2007 Grace Acquisition II, Inc. (Merger Sub) requiring the receipt of final approval and entry of a final and non-appealable order and judgment in the action, pursuant to the Agreement and Plan of Merger, dated as of May 10, 2015, by and among the Company, W2007 Grace II, LLC, Merger Sub and, solely for the purposes of certain payment obligations thereunder, PFD Holdings, LLC, Whitehall Parallel Global Real Estate Limited Partnership 2007, W2007 Finance Sub, LLC and Whitehall Street Global Real Estate Limited Partnership 2007, has not yet been satisfied.
Read the legal matters portion of the 9/30/15 10Q filed recently for W2007 Grace. Former preferred holders who sold their shares to PFD Holdings have filed a lawsuit (the Broadbill lawsuit) against PFD Holdings etal. On 10/16/15, the plaintiffs filed an amended complaint. W2007 is required to respond to the amended complaint by 12/15/15.
W2007 Grace Acquisition I, Inc. Preferred Shareholder Litigation FAQ (Updated 9/13/15):
Updates about the Settlement: The final approval hearing was held on September 11, 2015 in Courtroom 2 of the United States District Court for the Western District of Tennessee, 167 North Main Street, 11th Floor, Memphis, Tennessee 38103, to determine whether: (i) the proposed settlement should be approved, (ii) the proposed Plan of Allocation should be approved; and (iii) Class Counsel’s application for attorneys’ fees and litigation expenses and case contribution awards to the Named Plaintiffs should be approved. The Court has not issued its decision on the proposed settlement. Once issued, the Court’s ruling and any order will be posted on this website. Your patience is appreciated.
Fairness Hearing held on 09/11/2015 before Judge Samuel H. Mays, Jr. The following counsel participated: Nicholas E. Chimicles, Kimberly M. Donaldson Smith, Catherine Pratsinakis, Van Davis Turner, Jr., Randall D. Noel, Sharon L. Nelles, John C. Hayworth, Brie Ann Grant. Counsel for objectors: Shea Sisk Wellford, Michael J. Lang, Chelsea L. Hilliard (Settlors), Taylor A. Cates & Jeffrey Alberts. Settlement terms discussed. Order to enter. (9/11/15)
Source: PACER [Docket 125]
I think the dissent shareholders are over 7.5%..on 11th we didn't see final approval
"Broker non-votes" are considered "against" the measure.
For those interested, 2,871,149 or 83 percent of Series B Preferred Stock shares and 2,146,692 or 89 percent of Series C Preferred Stock submitted votes.
It should be noted that PFD Holdings about 51 percent Series B Preferred Stock and 71 percent of the Series C Preferred Stock.
This was a very brief Special Shareholders meeting. No one made a comment when given the chance.
It appears quite a few of the public shareholders did not even bother to vote. Are the percentages you gave El for those that voted yah or nah, excluding non voting shareholders?
I don't have premium iHub, but I don't mind answering in public:
Yes, my name is David and I am a lawyer.
I hope to be a recovering lawyer some day.
"And, was it over when the Germans [sic] bombed Pearl Harbor?!"
It's not over 'til WE say it's over!
1. Amended and Restated Charter - 79%
2. Agreement and Plan of Merger - 74% Series B and 86% Series C
3. Adjournment of the Special Meeting - 74%
It is my understanding that these results do not take into account those voting today.
Official results will be provided in an 8-K.
I was not able to log in on time in order to hear the results of this sham U.S.S.R. style vote.
Do you (or does anybody else on this Board) happen to have the Final Tally?
I am trying to get a sense for how many people voted AGAINST the Plan, given that Goldman Sucks, et al. stated that they needed no more than 7.5% of the shares voting AGAINST the Plan.
Even though passage of the deal was a done deal, I believe that they required a "majority of the minority" type vote where they were looking to get 50.1% of the shares not affiliated with the insider trading subsidiaries of G.S. that were acting in concert to circumvent the terms of each series of preferred shares (e.g., no purchases by the company while the dividend is in arrears in order to prevent suspension of the dividend and then allow the company to buy up as many shares on the cheap).
My other theory is that they used the phrase/term "dissenting shareholders." I am wondering if they require that no more than 7.5% of the non-affiliated shares may dissent and request "fair payment" after a suit against W2007 has been initiated.
Again, I'm flying a little blind on this one.
Any assistance/help on any of the issues presented above would be greatly appreciated.
All three votes passed as expected.
Fate was already sealed since PFD Holdings LLC held 3,450,735 shares or 59 percent of Preferred B and Preferred C.
Thanks, as I get older I am more confused, and I admit to much confusion as a young person.
Meeting to held 7/14/15 at 10:00 Central.
The virtual Special Shareholders' Meeting is supposed to be occurring now. I tried to access the meeting, but there was a requirement that I register 5 minutes prior to the 11AM EST starting time. I was late. If one of you listened to the meeting, please comment here about the meeting.
Is anyone else getting calls from Morrow & Co the proxy solicitation firm? They keep calling trying to get us little shareholders to vote.
Funny they never went to this extent over the last several years to get a shareholder on the board.
Through PFD holdings ownership it's basically a fait accompli and Goldman wins and shareholders lose. BTW anyone else see the fees Goldman gets and they still can't pay the accrued interest owed to shareholders.
They should use the profits from PFD to pay the accrued interest to non-affiliates. Then no need to vote to release from liability because there is none....shameful treatment of shareholders by a top bank bailed out with TARP.
W2007 Senior Mezz, LLC Amends and Reinstates Sales Contract (6/09/15)
On March 25, 2015, subsidiaries of W2007 Senior Mezz, LLC (Senior Mezz) entered into a contract to sell its 10 remaining hotels (the Remaining Hotels) for a combined purchase price of $100 million. The contract for the sale of the Remaining Hotels was terminated by the purchasers on May 6, 2015. On June 8, 2015, Senior Mezz entered into an amendment to the terminated contract, which among other things, reinstated the contract for nine of the Remaining Hotels, amended the purchase price to $85 million and scheduled closing for July 23, 2015. There can be no assurance as to whether or when the transaction will close, as to the actual proceeds that will be realized if it does close or as to what the assets might ultimately sell for in an alternate transaction if the pending transaction does not close. Even if the transaction does close, there can be no assurance as to when a distribution from such sale proceeds will be received by W2007 Grace Acquisition I, Inc. (the Company). The Company has a 3% interest in Senior Mezz.
Upon completion of the sale of nine of the Remaining Hotels, the subsidiaries of Senior Mezz will own one Remaining Hotel. While the subsidiaries of Senior Mezz intend to sell the one Remaining Hotel not currently under contract to be sold, there can be no assurance as to whether or when that hotel will be sold, the form of consideration which may be received in respect of that hotel or whether the consideration which may be received in respect of that hotel will be greater or less than the purchase price allocated to that hotel in the terminated sale agreement. Even if a transaction for the one Remaining Hotel not currently under contract to be sold does occur, there can be no assurance as to when a distribution from such sale proceeds will be received by the Company.
Yes, I am.
This 8-K details the impact of the ARCHT sales transaction as if it occurred at 12/31/14.
I really would like to see 3/31/15 financials detailing the effect of Parent giving up its whopping 100 shares of common stock and GS (and others) giving up 112 shares of Preferred D (or 125 as stated in the financials) plus PFD Holdings exchanging its over 59 percent of the liquidation value in the two public issues for equity in Newco after handing the public preferred shareholders their $26 in cash.
I thought there is an 8-k showing the balance sheet pro forma for the asset sale? Or there is something else that you are looking for
Is this trading?
I don't see a bid/ask.
Is it suspended?
PFD Holdings gains control.
Entry into a Material Definitive Agreement (5/10/15)
On May 10, 2015, W2007 Grace Acquisition I, Inc., a Tennessee corporation (the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with W2007 Grace II, LLC (Parent), W2007 Grace Acquisition II, Inc. (Merger Sub), and, solely for the purposes of certain payment obligations thereunder, PFD Holdings LLC (PFD Holdings), Whitehall Parallel Global Real Estate Limited Partnership 2007 and W2007 Finance Sub, LLC, pursuant to which the Company will be merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent (the Merger).
Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each record holder of the Company’s 8.75% Series B Cumulative Preferred Stock (the Series B Preferred Stock) and 9.00% Series C Cumulative Preferred Stock (the Series C Preferred Stock, and together with the Series B Preferred Stock, the Preferred Stock) at the effective time of the Merger will be entitled to receive $26.00 in cash, without interest and less any applicable withholding taxes for each share of Series B Preferred Stock and each share of Series C Preferred Stock owned by such record holder immediately prior to the Merger (other than shares held by holders who have properly demanded and perfected their dissenters’ rights under the Tennessee Business Corporation Act (the TBCA) or shares held by the Company or one of its subsidiaries). Each share of the Company’s common stock and each share of the Company’s Series D Cumulative Preferred Stock (the Series D Preferred Stock) will be cancelled without consideration. It is PFD Holdings’ intention that, if the Merger is approved, it will elect to cancel the shares of Preferred Stock that it owns in lieu of accepting the merger consideration by contributing such shares of Preferred Stock to a newly formed subsidiary, which subsidiary will then be contributed to the Company immediately prior to the Merger in exchange for newly issued shares of Company common stock. If such election is made, such shares of Preferred Stock will, immediately prior to the Merger, be cancelled without payment of any consideration to PFD Holdings, other than the issuance of shares of common stock.
Completion of the Merger is subject to certain conditions, including (i) the approval of the Merger Agreement by the affirmative vote of a majority of all the votes entitled to be cast by the holders of the Company’s outstanding capital stock, including the Series B Preferred Stock and the Series C Preferred Stock, as of the record date for the special meeting (the Special Meeting), each voting as a separate voting class; (ii) the approval of the amendment to the Company’s Amended and Restated Charter contemplated in the Merger Agreement by the affirmative vote of at least 66 2/3% of votes entitled to be cast by the holders of the outstanding Series B Preferred Stock and Series C Preferred Stock as of the record date for the Special Meeting, voting as a single class; (iii) holders of no more than 7.5% of the outstanding shares of the Preferred Stock delivering (and not withdrawing), prior to the Special Meeting, written notice of their intent to demand payment if the Merger is effectuated, pursuant to Section 48-23-202 of the Tennessee Business Corporation Act (the TBCA); (iv) the final approval and entry of a final and non-appealable order and judgment of a Stipulation and Agreement of Settlement (the Stipulation), dated October 8, 2014, as supplemented December 4, 2014, by the United States District Court for the Western District of Tennessee (the Final Approval Condition); and (v) the absence of any law or order, whether temporary, preliminary or permanent, being enacted, issued, entered, promulgated or enforced by any governmental authority having jurisdiction over the parties to the Merger Agreement being in effect which makes illegal, enjoins, prohibits or otherwise prevents the consummation of the Merger and the other transactions contemplated by the Merger Agreement or the Stipulation. The Merger Agreement provides that the Company’s obligation to complete the Merger is subject to the satisfaction or, other than with respect to the Final Approval Condition which may not be waived by the Company, waiver by the Company of the conditions listed above.
Parent beneficially owns and has the right to vote all of the 100 shares of the Company’s issued and outstanding common stock. Goldman, Sachs & Co., an affiliate of the Company, beneficially owns and has the right to vote all of the 112 shares of the issued and outstanding shares of the Company’s Series D Preferred Stock. Each has delivered a unanimous written consent in accordance with the TBCA, consenting to the approval of the Merger Agreement. PFD Holdings and its affiliates beneficially own and have the right to vote approximately 51% of the outstanding shares of the Series B Preferred Stock and approximately 71% of the Series C Preferred Stock. Accordingly, the approval by the shareholders of the Merger Agreement at the Special Meeting is assured.
The Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the effective time of the Merger, whether before or after any approval of the matters presented in connection with the Merger by the shareholders of the Company and Merger Sub, only in accordance with the Stipulation.
The Special Meeting is currently scheduled to be held on July 14, 2015, and the record date for the special meeting is May 11, 2015.
Because the Company is now registered under the Securities Exchange Act of 1934, as amended (the Exchange Act), it anticipates providing shareholders with a transaction statement on Schedule 13E-3 under the Exchange Act at least 30 days prior to completion of the Merger. The Company anticipates filing a transaction statement on Schedule 13E-3 shortly after the completion of the Special Meeting. As long as the Company has a reporting obligation under Section 15(d) of the Exchange Act, the Merger cannot be completed until the Company complies with the requirements of Rule 13e-3 as promulgated under the Exchange Act. It is possible that, prior to the Company’s filing of a transaction statement on Schedule 13E-3, the Preferred Stock will be held by fewer than 300 holders of record, in which event the Company’s duty to file under Section 15(d) of the Exchange Act would be automatically suspended and a Schedule 13E-3 may not be necessary.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement attached hereto as Exhibit 2.1 which is incorporated by reference herein.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, or any other party to the Merger Agreement or their respective subsidiaries or affiliates. The covenants and other terms contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the covenants and other terms thereof or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
W2007 Senior Mezz, LLC (Senior Mezz) received a notice terminating its contract to sell its 10 remaining hotels (5/06/15)
The Company has a 3% interest in Senior Mezz.
see Item 7.01 Regulation FD Disclosure
From PDF page 83
What is the present value without the 15% discount?
and excluding any Preferred Return (as defined below)
that may be received in connection with the Class A
Interests (the “Estimated Proceeds over Time from th
e ARC Transaction”). We estimate the present value
(applying a 15% discount rate) of the Estimated Proceeds over Time from the ARC Transaction plus the
Preferred Return, would be approximately $19.10 per share to the holders of the Preferred Stock, including
PFD Holdings (the “Estimated Present Value of Pro
ceeds from the ARC Transaction”). The Estimated
Present Value of Proceeds from the ARC Transaction
assumes that interest is collected monthly and 50%
of the Initial Capital Contribution is collected 36 months after the closing of the ARC Transaction in
February, 2015 and the remaining 50% of the Initial Capital Contribution is collected 48 months after the
closing of the ARC Transaction in February, 2015
. Both the Estimated Proceeds over Time and the
Estimated Present Value of Proceed
s from the ARC Transaction exclude
(i) any value attributed to the
Excluded Hotel Assets, (ii) any cash, other workin
g capital assets and liabilities of the Company which
might otherwise result in a distribution to holders of the Preferred Stock in connection with the liquidation
of the Company and (iii) any tax effects which may be
applicable to proceeds received by the Company.
Assuming the proceeds that would be received in resp
ect of the Excluded Hotel
Assets equal the $116.9
million allocated to such Hotels by the ARC Buyers pursuant to the Original Sale Agreement less $3.9
million of transaction expenses (
not taking into account in each cas
e any present value discount), the
Company estimates that the potential proceeds in respect of such Hotels would result in less than $0.60 per
share of Preferred Stock (the “Est
imated Excluded Hotel Assets Procee
ds”). The sum of the Estimated
Proceeds over Time from the ARC Tr
ansaction and the Estimated Exclud
ed Hotel Assets Proceeds would
be less than $22.30 per share of Preferred Stock. The sum of the Estimated Present Value of Proceeds from
the ARC Transaction and the Estimated Excluded Hotel Assets Proceeds would be less than $19.70 per
share of Preferred Stock.
While the Sellers expect to sell the Excluded Hotel A
ssets at some point after the closing of the ARC
Transaction, there can be no assurance when or whethe
r the Excluded Hotel Assets will be sold, the form of
consideration which may be received in respect of the
Excluded Hotel Assets or whether the consideration,
if any, will be greater or less than
the purchase price allocated to the Excluded Hotel Assets in the Original
W2007 Grace Acquisition I, Inc. Preferred Shareholder Litigation FAQ (Updated 5/01/15):
Order Granting Motion for Order of Preliminary Approval of Class Action Settlement and Scheduling of Final Approval Hearing. Signed by Judge Samuel H. Mays, Jr
Fairness Hearing scheduled for 9/11/2015 at 9:30.
Source: PACER [Docket 90]
Good news, but the SEC was slow. W2007 Grace has to pay the fine/penalty. It should be paid by some Goldman Sachs entity.