C/o White Bay Capital Management, LLC H FL

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c/o White Bay Capital Management, LLC100 Park A venue, 161h FLNew York, NY 10017Mr. Vincente MartinezChief, Office of Market IntelligenceDivision of EnforcementUnited States Securities and Exchange Commission100 F Street, NEWashington, DC 20549March 4, 2015Subj: In the matter of File 81-939, W2007 Grace Acquisition 1 Inc (the "Company" or "Grace")Dear Mr. Martinez:I am writing as a follow-up to my letter ofNovember 12, 2014. I wish to bring new developmentsto the attention of the SEC.BackgroundThe SEC Staff has deemed the Company to be the successor reporting entity to Equity Inns, Inc.(NYSE: ENN). 1 In April 2013, the Company filed an Application (File 81-939) for an exemptionfrom SEC reporting, as of December 2012. In response to the Application, in April 2013 the SECreleased a Notice for public comments and offered a public hearing in the matter. All of the publicresponses opposed the Application. Many ofthe responses contained specific allegations of wrongdoing by The Goldman Sachs Group, Inc., which is the controlling parent of the Company. 2 Todate, the SEC has not ruled on the Application nor has it scheduled a public hearing.Grace's Reporting StatusPublic commentators in the subject File have alerted the SEC that the number of public shareholdersof the Company expanded during 2013, which probably supersedes and moots the 2012 controversyat issue in the Application. My review of shareholder data reveals that the Company was above theregulatory threshold at year-end 2013. The Company has not requested exemptive relief based onshareholder calculations at year-end 2013 or 2014, and no financial reports for 2013 or 2014 havebeen filed with the SEC.1See File 81-939 Application dated April4, 2013, page 8See my letters dated: November 12, 2014; September 26, 2014; March 11, 2014; July 1, 2013; June 20, 2013; May20, 2013; and letters from other commentators. It should be noted that all of Grace's officers and directors are GoldmanSachs executives and Goldman Sachs is the controlling majority shareholder.2

Mr. Vincente MartinezMarch 4, 2015Page 2 of4DevelopmentsOn February 27, 2015, Grace issued the enclosed press release announcing the completion of thesale of 116 hotels for 1.808 billion. The announcement states that 44 7 million in securities werereceived as consideration. Additionally, 457 million of cash was received, for a total of 904million in cash and securities.Despite claims in the Application that Grace's net assets were minimal (see below), and thus notsufficient to warrant SEC reporting, public commentators alerted the SEC that Grace's net realestate assets were extensive. In light of the enclosed announcement that 116 hotels have now beenmonetized for a net 904 million in cash and securities (with a total purchase price of 1.808billion), there is no longer any ambiguity that Goldman Sachs's assertion that Grace's net assetswere minimal was untrue, because the net value is nearly 1 billion.Moreover, in the press release Goldman Sachs employees attempt to justify why 904 million incash and securities will be withheld from distribution to public shareholders, and thereby held byGoldman Sachs:"Grace no longer owns any hotels" and they do not intend to "distribute the netproceeds from the sale transaction, but instead expect[s} to use the net proceeds forgeneral corporate purposes, including satisfaction of liabilities, and to retireoutstanding debt. "However, the 2013 Application, as referenced above, described that Grace had no operations tojustify SEC reporting:"The Company is not directly engaged in extensive active operations as it is simply areal-estate investment firm with a small economic interest in 130 hotels and noemployees". 3Contrary to the earlier claims to the SEC of minimal assets and minimal operations, this newannouncement by Goldman Sachs that it will withhold from distribution all 904 million becausethose funds are needed for "general corporate purposes" when Goldman Sachs previously reportedthat Grace had no employees and "is not engaged in extensive active operations" means that eitherGoldman Sachs was not telling the truth in its Application or it is now attempting to conceal how itdisposes of nearly one billion dollars without any statutory disclosure to public shareholders. 43Application, page IIIt should be noted that the enclosed press release states that 903.9 million of existing debt financing was assumed bythe buyer, ARC Hospitality. In an absence of SEC disclosure, it is unclear what liabilities, if any, remain at Grace.4

Mr. Vincente MartinezMarch 4, 2015Page 3 of4Insider Trading Activity by Goldman Sachs EntitiesThe 2013 Application noted that entities of Goldman Sachs had acquired 34.5% of the outstandingpublic shares of Grace 5, albeit in unreported insider trades that occurred after Grace suspended itsSEC reporting in 2008. Furthermore, during the pendency of this 2013 Application for a reportingexemption, entities of Goldman Sachs made additional unreported insider purchases of Grace'spublic shares totaling 24.5%.As of today, entities of Goldman have acquired a total 59% of Grace's (previously) public shares.While the SEC should investigate the propriety of insider trading during the period of suspendedreporting, this insider activity is particularly troublesome in light of the claims made in theApplication for a reporting exemption. Specifically, the Application claimed that a reportingexemption should be granted because (i) the number of public investors in Grace was below theregulatory threshold to warrant SEC reporting and (ii) Grace's public shares do not have a sustainedtrading interest. 6 These claims should be insulting to the SEC in view of the fact that, during thependency of the Application, Goldman Sachs entities have been surreptitiously removing themajority of Grace's shares from public ownership and from the public trading markets viaunreported insider trading.Number of Public Shareholders Exceeds the Regulatory Threshold for Resumption of SECReportingDespite efforts by Goldman Sachs to remove Grace shares from public ownership and trading,thereby perfecting, after-the-fact, its aforementioned claims for a reporting exemption, publiccommentators alerted the SEC that in 2012 Grace had in excess of 300 public shareholders ofrecord and over 1,000 beneficial shareholders whose ownership is held by registered broker-dealersor by custodians. Furthermore, the SEC was advised by public commentators that despite GoldmanSachs's insider trading and its removal of additional public shares in 2013, Grace's record andbeneficial shareholder bases expanded in 2013. It is my understanding that these levels increasedfurther in 2014, and the shareholder bases remain well-above the regulatory thresholds for SECreporting today.56Application, page 3Application, page 10

Mr. Vincente MartinezMarch 4, 2015Page 4 of4ConclusionAs noted above, entities of Goldman Sachs that control Grace are now sitting on 904 million incash and securities, and the number of public shareholders of Grace are in excess of the minimumregulatory requirements for resumption of SEC reporting. Without the resumption of SECreporting, public shareholders will have no ability to monitor how Goldman Sachs exercises itscomplete control over the 904 million in assets. For the protection of public investors, I urge theSEC to deny the Application and order that Grace resume SEC reporting immediately.Sincerely, - Andrew R. SiegelCC: Chair Mary J o WhiteCommissioner Luis AguilarCommissioner Kara SteinCommissioner Michael PiwowarInspector General Carl W. HoeckerDirector Andrew Ceresney, Division of EnforcementSpecial Counsel Jennifer Gowetski, Division of Co[porate FinanceRick Fleming, Investor Advocate

W2007 Grace Acquisition I, Inc. and WNT Holdings, LLC Complete Sale of 116 Hotels for 1.808 BillionFebruary 27,2015 05:03PM Eastern Standard TimeIRVING, Texas--(BUSINESS WIRE)--W2007 Grace Acquisition I, Inc. ("Grace") and WNTHoldings, LLC ("WNT") announced today that certain of their subsidiaries have completed thesale of 116 hotels to affiliate-s of American Realty Capital Hospitality Trust, Inc. ("ARCHospitality") for a combined purchase price of approximately 1.808 billion. ARC Hospitality isa publicly registered, non-traded real estate investment trust. In connection with the sale, ARCHospitality assumed 903.9 million of existing financing secured by the 96 hotels owned byWNT's subsidiaries and the remaining 20 hotels owned by Grace's subsidiaries were deliveredunencumbered by any financing. In addition to the debt assumption, the 1.808 billion purchaseprice includes receipt of (i) 99.8 million of preferred equity interests in the entity controlled byARC Hospitality that acquired the 20 hotels from Grace's subsidiaries and (ii) 347.3 million ofsuch preferred equity interests in the entity that acquired the 96 hotels from WNT' s subsidiaries.WNT now owns a portfolio of 10 hotels for which it is evaluating various strategic alternatives.Grace no longer owns any hotels but continues to hold a 3% interest in WNT and the 99.8million of preferred equity interests referred to above. Grace does not expect to commencepayment of dividends or to otherwise distribute the net proceeds from the sale transaction, butinstead expects to use the net proceeds for general corporate purposes, including satisfaction ofliabilities, and to retire outstanding debt.Goldman, Sachs & Co. and Deutsche Bank Securities Inc. acted as financial advisors to theselling subsidiaries. RCS Capital, the investment banking and capital markets division of RealtyCapital Securities, LLC, a subsidiary of RCS Capital Corporation (NYSE: RCAP), acted asfinancial advisor to ARC Hospitality. Ladder Capital Finance, LLC and Deutsche Bank AG,New York Branch provided ARC Hospitality financing in connection with the acquisition.Important NoticeThe statements in this press release that are not historical facts may be forward-lookingstatements. These forward-looking statements involve risks and uncertainties that could cause theoutcome to be materially different. In addition, words such as "will," "should," "may,""anticipate," "believe," "expect" and "intend" indicate a forward-looking statement, although notall forward-looking statements include these words.ContactsW2007 Grace Acquisition I, Inc. and WNT Holdings, LLCGreg Fay, 972-368-2081

sale of 116 hotels to affiliate-s of American Realty Capital Hospitality Trust, Inc. ("ARC Hospitality") for a combined purchase price of approximately 1.808 billion. ARC Hospitality is a publicly registered, non-traded real estate investment trust. In connection with the sale, ARC Hospitality assumed 903.9 million of existing financing .

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