Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 1 of 48 PageID #:
`38466
`
`EXHIBIT 1
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 2 of 48 PageID #:
`38467
`
`From:
`To:
`Cc:
`
`Subject:
`Date:
`
`Jablon, Iian
`Horn, Steven J
`WH Intel-VLSI Service; JTigan@morrisnichols.com; JBlumenfeld@morrisnichols.com; #VLSI-Intel [Int]; bfarnan@farnanlaw.com;
`mfarnan@farnanlaw.com
`RE: VLSI v. Intel (Del.) - VLSI"s Statements in Response to Standing Orders
`Wednesday, June 15, 2022 4:58:11 PM
`
`EXTERNAL SENDER
`
`Counsel,
`
`Mr. Stolarski (and others) testified that VLSI is funded by its owners, which is clearly not third-party litigation
`funding and not subject to Judge Connolly’s new Standing Order concerning Litigation Funding. Moreover,
`discovery has shown that VLSI is a duly incorporated and separately operated entity that does not require
`approval from any other person or entity in order to make decisions relevant to this action.
`
`VLSI likewise disagrees with Intel’s assertions concerning Judge Connolly’s new Standing Order concerning Rule
`7.1. Even if the new Standing Order applies retroactively to a case filed almost four years ago that is nearly ready
`for trial (which it, on its face, does not), all of the information required by the new Standing Order is already
`before the Court, including because it is discussed prominently in the parties’ Cross-Motions for Summary
`Judgment on Intel’s license defense.
`
`VLSI does not intend to make either of the filings that Intel is demanding.
`
`Best regards,
`
`Iian
`
`From: Horn, Steven J <Steven.Horn@wilmerhale.com>
`Sent: Wednesday, June 15, 2022 8:41 AM
`To: Jablon, Iian <IJablon@irell.com>
`Cc: WH Intel-VLSI Service <WHIntel-VLSIService@wilmerhale.com>; JTigan@morrisnichols.com;
`JBlumenfeld@morrisnichols.com; #VLSI-Intel [Int] <VLSI-Intel@irell.com>; bfarnan@farnanlaw.com;
`mfarnan@farnanlaw.com
`Subject: RE: VLSI v. Intel (Del.) - VLSI's Statements in Response to Standing Orders
`
`Counsel,
`
`We have not received a response to the below email. Please let us know by 6 pm ET tomorrow whether VLSI will
`file the required statements with the Court by Friday, June 17.
`
`Best,
`Steven
`
`From: Horn, Steven J
`Sent: Friday, June 10, 2022 3:19 PM
`To: Jablon, Iian <IJablon@irell.com>
`Cc: WH Intel-VLSI Service <WHIntel-VLSIService@wilmerhale.com>; JTigan@morrisnichols.com;
`JBlumenfeld@morrisnichols.com; #VLSI-Intel [Int] <VLSI-Intel@irell.com>; bfarnan@farnanlaw.com;
`mfarnan@farnanlaw.com
`Subject: RE: VLSI v. Intel (Del.) - VLSI's Statements in Response to Standing Orders
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 3 of 48 PageID #:
`38468
`
`
`Counsel,
`
`Intel disagrees with VLSI’s positions, which are contrary to the record, Chief Judge Connolly’s standing orders,
`and the Federal Rules of Civil Procedure.
`
`Contrary to your statement that “there is no third-party litigation funding in this case,” VLSI’s CEO Michael
`Stolarski has submitted a declaration in this matter in which he stated that “the entities that own VLSI’s parent
`company are ultimately owned by third party investors such as pension funds, whose funds are managed by
`Fortress.” D.I. 652 ¶ 10 (emphases added). Therefore, at the very least, the third-party investors and Fortress
`meet the definition of “Third-Party Funders” under Chief Judge Connolly’s April 18, 2022 Standing Order
`Regarding Third-Party Litigation Funding Arrangements. As a result, VLSI is required to file a statement that
`contains the following information: “a. [t]he identity, address, and if a legal entity, place of formation of the
`Third-Party Funder(s); b. [w]hether any Third-Party Funder’s approval is necessary for litigation or settlement
`decision in the action, and if the answer is in the affirmative, the nature of the terms and conditions relating to
`that approval; and c. [a] brief description of the nature of the financial interest of the Third-Party Funder(s).” See
`https://www.ded.uscourts.gov/sites/ded/files/Standing%20Order%20Regarding%20Third-
`Party%20Litigation%20Funding.pdf.
`
`With respect to Chief Judge Connolly’s April 18, 2022 Standing Order Regarding Disclosure Statements Required
`by Federal Rule of Civil Procedure 7.1, your interpretation of that standing order as not applying retroactively is
`inconsistent with the order and Federal Rule of Civil Procedure 7.1. As an initial matter, a plaintiff’s disclosure
`statement pursuant to Federal Rule of Civil Procedure 7.1 is usually filed before a case is assigned to a district
`court judge. Therefore, by its very nature, the standing order must apply retroactively such that plaintiffs who
`have already filed disclosure statements before a case is assigned to Chief Judge Connolly are required to update
`their initial disclosure statements to supply the requested information. Moreover, Federal Rule of Civil
`Procedure 7.1 requires a party to “promptly file a supplemental statement if any required information changes.”
`See Fed. R. Civ. P. 7.1(b)(2). Because the standing order changes the “required information,” VLSI is required to
`file an updated disclosure statement that includes “the name of every owner, member, and partner of the party,
`proceeding up the chain of ownership until the name of every individual and corporation with a direct or indirect
`interest in the party has been identified.” See
`https://www.ded.uscourts.gov/sites/ded/files/Standing%20Order%20Regarding%20Disclosure%20Statements.pdf.
` The fact that VLSI contends that the parties have “filed extensive evidence concerning this issue” does not
`excuse VLSI of its obligation to update its disclosure statement. Indeed, even VLSI’s cited statement of facts
`shows the shortcomings of its previous disclosures, as it states that the ten entities that own CF VLSI Holdings LLC
`“are owned by outside investors such as pension and retirement funds,” see D.I. 810 ¶ 19, but VLSI has not
`identified the full list of outside investors despite being required to do so by the Court’s standing order.
`
`Please confirm by the end of the day on Tuesday, June 14 that VLSI will file the required statements with the
`Court by Friday, June 17.
`
`Best,
`Steven
`
`From: Jablon, Iian <IJablon@irell.com>
`Sent: Tuesday, June 7, 2022 4:14 PM
`To: Horn, Steven J <Steven.Horn@wilmerhale.com>
`Cc: WH Intel-VLSI Service <WHIntel-VLSIService@wilmerhale.com>; JTigan@morrisnichols.com;
`JBlumenfeld@morrisnichols.com; #VLSI-Intel [Int] <VLSI-Intel@irell.com>; bfarnan@farnanlaw.com;
`mfarnan@farnanlaw.com
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 4 of 48 PageID #:
`38469
`
`Subject: RE: VLSI v. Intel (Del.) - VLSI's Statements in Response to Standing Orders
`
`EXTERNAL SENDER
`
`
`Counsel,
`
`As Intel is well aware from extensive discovery taken in this action and other cases between the parties, VLSI’s
`owners are self-funding the litigation in this action. Accordingly, Judge Connolly’s April 18, 2022 Standing Order
`Regarding Third-Party Litigation Funding Arrangements does not apply, as there is no third-party litigation
`funding in this case.
`Judge Connolly’s April 18, 2022 Standing Order Regarding Disclosure Statements Required by Federal Rule of Civil
`Procedure 7.1 is likewise inapplicable here. As an initial matter, unlike the new Third-Party Litigation Funding
`Order, the Rule 7.1 order applies to a notice that is filed at the outset of an action, and the new order does not
`state that it applies retroactively. This action has already been pending before Judge Connolly for nearly four
`years, dispositive motions have been filed, and the case is nearly ready for trial, so there is no apparent relevance
`to any additional Rule 7.1 disclosures in this action. Moreover, and in any event, the Court already has the
`details of VLSI’s ownership that are called for by the new Rule 7.1 order, including because the parties have
`already filed extensive evidence concerning this issue in connection with the cross-motions for summary
`judgment on Intel’s license defense. See, e.g., D.I. 810, VLSI’s SOF at paragraphs 19-27.
`
`We also note that it is entirely unreasonable for Intel to demand that VLSI provide a detailed response on these
`issues within one business day. VLSI has provided an expedited response as a courtesy, but reserves the right to
`expand upon the reasons why these new orders are not applicable in this action if Intel chooses to waste Judge
`Connolly’s time with this issue.
`
`Iian
`
`From: Horn, Steven J <Steven.Horn@wilmerhale.com>
`Sent: Tuesday, June 7, 2022 6:20 AM
`To: #VLSI-Intel [Int] <VLSI-Intel@irell.com>; bfarnan@farnanlaw.com; mfarnan@farnanlaw.com
`Cc: WH Intel-VLSI Service <WHIntel-VLSIService@wilmerhale.com>; JTigan@morrisnichols.com;
`JBlumenfeld@morrisnichols.com
`Subject: RE: VLSI v. Intel (Del.) - VLSI's Statements in Response to Standing Orders
`
`Counsel,
`
`We have not received a response to the below email. Please let us know by 6 pm ET today whether VLSI will file
`the statements required by the Court’s April 18, 2022 standing orders by no later than this Friday, June 10. If
`VLSI does not intend to do so, please provide your availability to meet and confer tomorrow.
`
`Best,
`Steven
`
`From: Horn, Steven J
`Sent: Friday, June 3, 2022 4:22 PM
`To: vlsi-intel@irell.com; bfarnan@farnanlaw.com; mfarnan@farnanlaw.com
`Cc: WH Intel-VLSI Service <WHIntel-VLSIService@wilmerhale.com>; JTigan@morrisnichols.com;
`JBlumenfeld@morrisnichols.com
`Subject: VLSI v. Intel (Del.) - VLSI's Statements in Response to Standing Orders
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 5 of 48 PageID #:
`38470
`
`
`Counsel,
`
`Pursuant to Chief Judge Connolly’s April 18, 2022 Standing Order Regarding Third-Party Litigation Funding
`Arrangements, VLSI has to file a statement containing information regarding (1) “[t]he identity, address, and, if a
`legal entity, place of formation of the Third-Party Funder(s)”; (2) “[w]hether any Third-Party Funder’s approval is
`necessary for litigation or settlement decisions in the action, and if the answer is in the affirmative, the nature of
`the terms and conditions relating to that approval”; and (3) “[a] brief description of the nature of the financial
`interest of the Third-Party Funder(s).” See
`https://www.ded.uscourts.gov/sites/ded/files/Standing%20Order%20Regarding%20Third-
`Party%20Litigation%20Funding.pdf. VLSI has not filed such a statement.
`
`In addition, pursuant the Judge’s April 18, 2022 Standing Order Regarding Disclosure Statements Required by
`Federal Rule of Civil Procedure 7.1, VLSI has to file a disclosure statement that includes “the name of every
`owner, member, and partner of the party, proceeding up the chain of ownership until the name of every
`individual and corporation with a direct or indirect interest in the party has been identified.” See
`https://www.ded.uscourts.gov/sites/ded/files/Standing%20Order%20Regarding%20Disclosure%20Statements.pdf.
` VLSI has also not filed that statement.
`
`Please let us know by Monday whether VLSI will file these statements by no later than next Friday, June 10. If
`VLSI does not intend to do so, please provide your availability to meet and confer next week.
`
`Thanks, and have a good weekend.
`
`Best,
`Steven
`
`Steven J Horn | WilmerHale
`1875 Pennsylvania Avenue NW
`Washington, DC 20006 USA
`+1 202 663 6432 (t)
`+1 202 663 6363 (f)
`steven.horn@wilmerhale.com
`
`Please consider the environment before printing this email.
`
`This email message and any attachments are being sent by Wilmer Cutler Pickering Hale and Dorr LLP, are confidential, and may be privileged. If you are
`not the intended recipient, please notify us immediately—by replying to this message or by sending an email to postmaster@wilmerhale.com—and
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`
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`
`
`PLEASE NOTE: This message, including any attachments, may include privileged, confidential and/or inside
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`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 6 of 48 PageID #:
`38471
`
`EXHIBIT 2
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 7 of 48 PageID #:
`38472
`
`OUTSIDE COUNSEL'S EYES ONLY
`
`FORTRESS00001604
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 8 of 48 PageID #:
`38473
`
`OUTSIDE COUNSEL'S EYES ONLY
`
`FORTRESS00001 621
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 9 of 48 PageID #:
`38474
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`
`EXHIBIT 3
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 10 of 48 PageID #:
`38475
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-18-966DE00050412
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 11 of 48 PageID #:
`38476
`
`
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-18-966DE00050417
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 12 of 48 PageID #:
`38477
`
`
`
`
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050456
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 13 of 48 PageID #:
`38478
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`EXHIBIT 4
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`

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`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 14 of 48 PageID #:
`38479
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`OUTSIDE COUNSEL EYES ONLY
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`FORTRESS00050754
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`

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`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 15 of 48 PageID #:
`38480
`
`OUTSIDE COUNSEL EYES ONLY
`
`FORTRESS00050755
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`

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`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 16 of 48 PageID #:
`38481
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`
`EXHIBIT 5
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`

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`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 17 of 48 PageID #:
`38482
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050638
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 18 of 48 PageID #:
`38483
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050639
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 19 of 48 PageID #:
`38484
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050640
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 20 of 48 PageID #:
`38485
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050641
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 21 of 48 PageID #:
`38486
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050642
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 22 of 48 PageID #:
`38487
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050643
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 23 of 48 PageID #:
`38488
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050644
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 24 of 48 PageID #:
`38489
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050645
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 25 of 48 PageID #:
`38490
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050646
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 26 of 48 PageID #:
`38491
`
`OUTSIDE COUNSEL EYES ONLY
`
`VLSI-1 8-966DE00050647
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`

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`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 27 of 48 PageID #:
`38492
`
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`
`EXHIBIT 6
`
`

`

`SEC FORM D
`12/1/22, 5:21 PM
`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 28 of 48 PageID #:
`38493
`The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
`The reader should not assume that the information is accurate and complete.
`
`UNITED STATES SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM D
`
`Notice of Exempt Offering of Securities
`
`OMB APPROVAL
`
`OMB Number:
`Estimated average burden
`hours per response:
`
`3235-0076
`
`4.00
`
`1. Issuer's Identity
`
`CIK (Filer ID Number)
`0001493120
`Name of Issuer
`FCO MA LSS LP
`Jurisdiction of Incorporation/Organization
`DELAWARE
`Year of Incorporation/Organization
` Over Five Years Ago
`X Within Last Five Years (Specify Year) 2010
` Yet to Be Formed
`
`2. Principal Place of Business and Contact Information
`
`Previous Names
`
`X None
`
`Entity Type
` Corporation
`X Limited Partnership
` Limited Liability Company
` General Partnership
` Business Trust
` Other (Specify)
`
`Name of Issuer
`FCO MA LSS LP
`Street Address 1
`1345 AVENUE OF THE AMERICAS
`City
`NEW YORK
`
`3. Related Persons
`
`State/Province/Country
`NEW YORK
`
`Street Address 2
`46TH FLOOR
`ZIP/PostalCode
`10105
`
`Phone Number of Issuer
`212-798-6100
`
`Last Name
`FCO MA LSS GP LLC
`Street Address 1
`1345 Avenue of the Americas
`City
`New York
`Relationship: Executive Officer Director X Promoter
`
`Clarification of Response (if Necessary):
`
`First Name
`n/a
`Street Address 2
`46th Floor
`State/Province/Country
`NEW YORK
`
`Middle Name
`
`ZIP/PostalCode
`10105
`
`General Partner
`
`4. Industry Group
`
` Agriculture
`Banking & Financial Services
` Commercial Banking
` Insurance
` Investing
` Investment Banking
`X Pooled Investment Fund
` Hedge Fund
` Private Equity Fund
` Venture Capital Fund
`X Other Investment Fund
`Is the issuer registered as
`an investment company under
`the Investment Company
`Act of 1940?
` Yes
`X No
` Other Banking & Financial Services
` Business Services
`Energy
` Coal Mining
` Electric Utilities
` Energy Conservation
` Environmental Services
` Oil & Gas
` Other Energy
`
`5. Issuer Size
`
`Revenue Range
`
`Health Care
` Biotechnology
` Health Insurance
` Hospitals & Physicians
` Pharmaceuticals
` Other Health Care
` Manufacturing
`Real Estate
` Commercial
` Construction
` REITS & Finance
` Residential
` Other Real Estate
`
` Retailing
` Restaurants
`Technology
` Computers
` Telecommunications
` Other Technology
`Travel
` Airlines & Airports
` Lodging & Conventions
` Tourism & Travel Services
` Other Travel
` Other
`
`OR
`
`Aggregate Net Asset Value Range
`
`https://www.sec.gov/Archives/edgar/data/1493120/000149312010000001/xslFormDX01/primary_doc.xml
`
`1/3
`
`

`

`SEC FORM D
`12/1/22, 5:21 PM
`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 29 of 48 PageID #:
`38494
` No Revenues
` No Aggregate Net Asset Value
` $1 - $1,000,000
` $1 - $5,000,000
` $1,000,001 - $5,000,000
` $5,000,001 - $25,000,000
` $5,000,001 - $25,000,000
` $25,000,001 - $50,000,000
` $25,000,001 - $100,000,000
` $50,000,001 - $100,000,000
` Over $100,000,000
` Over $100,000,000
` Decline to Disclose
`X Decline to Disclose
` Not Applicable
` Not Applicable
`
` Rule 505
`X Rule 506
` Securities Act Section 4(5)
`X Investment Company Act Section 3(c)
` Section 3(c)(1)
` Section 3(c)(2)
` Section 3(c)(3)
` Section 3(c)(4)
` Section 3(c)(5)
` Section 3(c)(6)
`
`X Section 3(c)(7)
`
` Section 3(c)(9)
` Section 3(c)(10)
` Section 3(c)(11)
` Section 3(c)(12)
` Section 3(c)(13)
` Section 3(c)(14)
`
`6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
`
` Rule 504(b)(1) (not (i), (ii) or (iii))
` Rule 504 (b)(1)(i)
` Rule 504 (b)(1)(ii)
` Rule 504 (b)(1)(iii)
`
`7. Type of Filing
`
`X New Notice Date of First Sale 2010-05-14 First Sale Yet to Occur
` Amendment
`
`8. Duration of Offering
`
`Does the Issuer intend this offering to last more than one year? X Yes No
`
`9. Type(s) of Securities Offered (select all that apply)
`
`X Equity
` Debt
` Option, Warrant or Other Right to Acquire Another Security
` Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
`
`X Pooled Investment Fund Interests
` Tenant-in-Common Securities
` Mineral Property Securities
` Other (describe)
`
`10. Business Combination Transaction
`
`Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
`
` Yes X No
`
`Clarification of Response (if Necessary):
`
`11. Minimum Investment
`
`Minimum investment accepted from any outside investor $100,000,000 USD
`
`12. Sales Compensation
`
`Recipient
`
`(Associated) Broker or Dealer X None
`Street Address 1
`City
`State(s) of Solicitation (select all that apply)
`Check “All States” or check individual States All States
`
`13. Offering and Sales Amounts
`
`$329,875,000 USD or Indefinite
`Total Offering Amount
`$101,500,000 USD
`Total Amount Sold
`Total Remaining to be Sold $228,375,000 USD or Indefinite
`
`Clarification of Response (if Necessary):
`
`14. Investors
`
`Recipient CRD Number X None
`
`(Associated) Broker or Dealer CRD Number X None
`Street Address 2
`State/Province/Country
` Foreign/non-US
`
`ZIP/Postal Code
`
` Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have
`invested in the offering.
`Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have
`invested in the offering:
`
`2
`
`15. Sales Commissions & Finder's Fees Expenses
`
`Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
`
`Sales Commissions $0 USD Estimate
`Finders' Fees $0 USD Estimate
`
`Clarification of Response (if Necessary):
`https://www.sec.gov/Archives/edgar/data/1493120/000149312010000001/xslFormDX01/primary_doc.xml
`
`2/3
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`SEC FORM D
`12/1/22, 5:21 PM
`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 30 of 48 PageID #:
`38495
`16. Use of Proceeds
`Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response
`to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
`
`$0 USD Estimate
`
`Clarification of Response (if Necessary):
`
`Signature and Submission
`
`Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
`
`Terms of Submission
`
`In submitting this notice, each issuer named above is:
`
`Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the
`information furnished to offerees.*
`
`Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any
`State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such
`service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United
`States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the
`provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule
`or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
`
`Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).
`
`Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
`
`For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
`
`Issuer
`FCO MA LSS LP
`
`Signature
`Marc K. Furstein
`
`Name of Signer
`Marc K. Furstein
`
`Title
`Chief Operating Officer of the General Partner
`
`Date
`2010-06-01
`
`Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
`
`* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are
`"covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so
`under NSMIA's preservation of their anti-fraud authority.
`
`https://www.sec.gov/Archives/edgar/data/1493120/000149312010000001/xslFormDX01/primary_doc.xml
`
`3/3
`
`

`

`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 31 of 48 PageID #:
`38496
`
`
`
`
`
`
`
`
`
`EXHIBIT 7
`
`

`

`SEC FORM D
`12/1/22, 5:20 PM
`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 32 of 48 PageID #:
`38497
`The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
`The reader should not assume that the information is accurate and complete.
`
`UNITED STATES SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM D
`
`Notice of Exempt Offering of Securities
`
`OMB APPROVAL
`
`OMB Number:
`Estimated average burden
`hours per response:
`
`3235-0076
`
`4.00
`
`1. Issuer's Identity
`
`CIK (Filer ID Number)
`0001547145
`Name of Issuer
`FCO MA Centre Street LP
`Jurisdiction of Incorporation/Organization
`DELAWARE
`Year of Incorporation/Organization
` Over Five Years Ago
`X Within Last Five Years (Specify Year) 2012
` Yet to Be Formed
`
`2. Principal Place of Business and Contact Information
`
`Previous Names
`
`X None
`
`Entity Type
` Corporation
`X Limited Partnership
` Limited Liability Company
` General Partnership
` Business Trust
` Other (Specify)
`
`Name of Issuer
`FCO MA Centre Street LP
`Street Address 1
`1345 AVENUE OF THE AMERICAS
`City
`NEW YORK
`
`3. Related Persons
`
`State/Province/Country
`NEW YORK
`
`Street Address 2
`46TH FLOOR
`ZIP/PostalCode
`10105
`
`Phone Number of Issuer
`212-798-6100
`
`Last Name
`FCO MA Centre GP LLC
`Street Address 1
`1345 Avenue of the Americas
`City
`New York
`Relationship: Executive Officer Director X Promoter
`
`First Name
`N?A
`Street Address 2
`46th Floor
`State/Province/Country
`NEW YORK
`
`Clarification of Response (if Necessary):
`
`General Partner of the Issuer
`
`Last Name
`Furstein
`Street Address 1
`c/o FCO MA Centre GP LLC
`City
`New York
`Relationship: X Executive Officer Director Promoter
`
`Clarification of Response (if Necessary):
`
`Chief Operating Officer of the General Partner of the Issuer
`
`Last Name
`FCO MA Centre Advisors LLC
`Street Address 1
`1345 Avenue of the Americas
`City
`New York
`Relationship: Executive Officer Director X Promoter
`
`Clarification of Response (if Necessary):
`
`Manager of the Issuer
`
`4. Industry Group
`
`First Name
`Marc
`Street Address 2
`1345 Avenue of the Americas, 46th Floor
`State/Province/Country
`NEW YORK
`
`First Name
`N/A
`Street Address 2
`46th Floor
`State/Province/Country
`NEW YORK
`
`Middle Name
`
`ZIP/PostalCode
`10105
`
`Middle Name
`K.
`
`ZIP/PostalCode
`10105
`
`Middle Name
`
`ZIP/PostalCode
`10105
`
` Agriculture
`Banking & Financial Services
` Commercial Banking
` Insurance
` Investing
` Investment Banking
`X Pooled Investment Fund
` Hedge Fund
` Private Equity Fund
` Venture Capital Fund
`
` Retailing
` Restaurants
`Technology
` Computers
` Telecommunications
` Other Technology
`Travel
` Airlines & Airports
` Lodging & Conventions
`https://www.sec.gov/Archives/edgar/data/1547145/000095017212000022/xslFormDX01/primary_doc.xml
`
`Health Care
` Biotechnology
` Health Insurance
` Hospitals & Physicians
` Pharmaceuticals
` Other Health Care
` Manufacturing
`Real Estate
` Commercial
`
`1/3
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`SEC FORM D
`12/1/22, 5:20 PM
`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 33 of 48 PageID #:
`38498
` Construction
`X Other Investment Fund
` Tourism & Travel Services
`Is the issuer registered as
` REITS & Finance
` Other Travel
`an investment company under
`the Investment Company
` Residential
` Other
`Act of 1940?
` Other Real Estate
` Yes
`X No
` Other Banking & Financial Services
` Business Services
`Energy
` Coal Mining
` Electric Utilities
` Energy Conservation
` Environmental Services
` Oil & Gas
` Other Energy
`
`OR
`
`5. Issuer Size
`
`Revenue Range
` No Revenues
` $1 - $1,000,000
` $1,000,001 - $5,000,000
` $5,000,001 - $25,000,000
` $25,000,001 - $100,000,000
` Over $100,000,000
` Decline to Disclose
` Not Applicable
`
`Aggregate Net Asset Value Range
` No Aggregate Net Asset Value
` $1 - $5,000,000
` $5,000,001 - $25,000,000
` $25,000,001 - $50,000,000
` $50,000,001 - $100,000,000
` Over $100,000,000
`X Decline to Disclose
` Not Applicable
`
` Rule 505
` Rule 506
` Securities Act Section 4(5)
`X Investment Company Act Section 3(c)
` Section 3(c)(1)
` Section 3(c)(2)
` Section 3(c)(3)
` Section 3(c)(4)
` Section 3(c)(5)
` Section 3(c)(6)
`
`X Section 3(c)(7)
`
` Section 3(c)(9)
` Section 3(c)(10)
` Section 3(c)(11)
` Section 3(c)(12)
` Section 3(c)(13)
` Section 3(c)(14)
`
`6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
`
` Rule 504(b)(1) (not (i), (ii) or (iii))
` Rule 504 (b)(1)(i)
` Rule 504 (b)(1)(ii)
` Rule 504 (b)(1)(iii)
`
`7. Type of Filing
`
`X New Notice Date of First Sale 2012-03-30 First Sale Yet to Occur
` Amendment
`
`8. Duration of Offering
`
`Does the Issuer intend this offering to last more than one year? Yes X No
`
`9. Type(s) of Securities Offered (select all that apply)
`
`X Equity
` Debt
` Option, Warrant or Other Right to Acquire Another Security
` Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
`
`X Pooled Investment Fund Interests
` Tenant-in-Common Securities
` Mineral Property Securities
`X Other (describe)
`Limited partner interests
`
`10. Business Combination Transaction
`
`Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
`
` Yes X No
`
`Clarification of Response (if Necessary):
`
`11. Minimum Investment
`
`Minimum investment accepted from any outside investor $30,000,000 USD
`
`12. Sales Compensation
`
`Recipient
`
`(Associated) Broker or Dealer X None
`Street Address 1
`City
`
`Recipient CRD Number X None
`
`(Associated) Broker or Dealer CRD Number X None
`Street Address 2
`State/Province/Country
`
`https://www.sec.gov/Archives/edgar/data/1547145/000095017212000022/xslFormDX01/primary_doc.xml
`
`ZIP/Postal Code
`
`2/3
`
`

`

`SEC FORM D
`12/1/22, 5:20 PM
`Case 1:18-cv-00966-CFC-CJB Document 997-1 Filed 12/09/22 Page 34 of 48 PageID #:
`38499
` Foreign/non-US
` All States
`State(s) of Solicitation (select all that apply)
`Check “All States” or check individual States
`
`13. Offering and Sales Amounts
`
`$800,000,000 USD or Indefinite
`Total Offering Amount
`$400,000,000 USD
`Total Amount Sold
`Total Remaining to be Sold $400,000,000 USD or Indefinite
`
`Clarification of Response (if Necessary):
`
`14. Investors
`
` Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have
`invested in the offering.
`Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have
`invested in the offering:
`
`5
`
`15. Sales Commissions & Finder's Fees Expenses
`
`Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
`
`Sales Commissions $0 USD Estimate
`Finders' Fees $0 USD Estimate
`
`Clarification of Response (if Necessary):
`
`16. Use of Proceeds
`
`Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response
`to Item 3 above. If the amount is unknown, p