McSha Properties - University of Virginia

U.S. Department of Justice
Executive Office for United States Attorneys
Freedom oflriformation & Privacy Staff
600 E Street, N. W, Suite 7300, Bicentennial Building
Washington, DC 20530-0001
(202) 252-6020 FAX: 252-6047 (www.usdol.gov/usao)
March 19, 2015
Jonathan Ashley
University of Virginia School of Law
5 80 Massie Road
Room WB237a
Charlottesville, Virginia 22903-1738
Re: Request Number: F=-=O=IAo.. =. . .=-2::.. .:0'--=1=5-'-0=-=0'--"6-'-7=2_ _ _ _ _ __ _ _ _ _ _ _ __
Date of Receipt: =-=A=p=ri==--1=24-'-',,_,2=--o0'--"1'-'4_ _ __ _ _ _ _ _ _ _ _ _ _ _ __ __
Subject of Request: McSha Properties Agreement (Corporate Non-Individual records
only)/OKW
Dear Mr. Ashley:
Your request for records under the Freedom of Information Act/Privacy Act has been
processed. This letter constitutes a reply from the Executive Office for United States Attorneys,
the official record-keeper for all records located in this office and the various United States
Attorneys' Office.
To provide you with the greatest degree of access authorized by the Freedom of
Information Act and the Privacy Act, we have considered your request in light of the provisions
of both statutes.
The records you seek are located in a Privacy Act system of records that, in accordance
with regulations promulgated by the Attorney General, is exempt from the access provisions of
the Privacy Act. 28 CFR § 16.81. We have also processed your request under the Freedom of
Information Act and are making all records required to be released, or considered appropriate for
release as a matter of discretion, available to you. This letter is a [ ] partial [ ] full denial.
Enclosed please find:
_ __page(s) are being released in full (RIF);
9
page(s) are being released in part (RIP);
_ __..page(s) are withheld in full (WIF). The redacted/withheld documents were reviewed
to determine if any information could be segregated for release.
The exemption(s) cited for withholding records or portions ofrecords are marked below.
An enclosure to this letter explains the exemptions in more detail.
(B)(6)
(B)(7)(c)
[ ]
District.
In addition, this office is withholding grand jury material which is retained in the
This is the final action on this above-numbered request. If you are not satisfied with my
response to this request, you may administratively appeal by writing to the Director, Office of
Information Policy, United States Department of Justice, Suite 11050, 1425 New York Avenue,
Washington, DC 20530-0001, or you may submit an appeal through this Office's eFOIA portal
at http://www.justice.gov/oip/efoia-portal.html. Your appeal must be received within sixty days
from the date of this letter. If you submit your appeal by mail, both the letter and the envelope
should be clearly marked "Freedom oflnformation Act Appeal."
Sincerely,
Susan B. Gerson
Assistant Director
Enclosure(s)
Form No. 0021no fee - 611 2
EXPLANATION OF EXEMPTIONS
FOIA: TITLE 5, UNITED STATES CODE, SECTION 552
(b) (!)
(A) specifically authorized under criteria established by and Executive order to be kept secret in the in the interest of national
defense or foreign policy and (B) are in fact properly classified pursuant to such Executive order;
(b)(2)
related solely to the internal personnel rules and practices of an agency;
(b)(3)
specifically exempted from disclosure by statute (other than section 552b of this title), provided that such statute (A) requires
that the matters be withheld from the public in such a manner as to leave no discretion on the issue, or (B) establishes
particular criteria for withholding or refers to particular types of matters to be withheld;
(b)(4)
trade secrets and commercial or financial information obtained from a person and privileged or confidential;
(b)(5)
inter-agency or intra-agency memorandums or letters which would not be available by Jaw to a party other than an agency in
litigation with the agency;
(b)(6)
personnel and medical files and similar files the disclosure of which would constitute a clearly unwarranted invasion of
personal privacy;
(b)(7)
records or information compiled for law enforcement purposes, but only the extent that the production of such law
enforcement records or information (A) could reasonably be expected to interfere with enforcement proceedings, (B) would
deprive a person of a right to a fair trial or an impartial adjudication, (C) could reasonably be expected to constitute an
unv.'lliTanted invasion of personal privacy, (D) could reasonably be expected to disclose the identity of a confidential source,
(E) would disclose techniques and procedures for law enforcement investigations or prosecutions, or would disclose guidelines
for law enforcement investigations or prosecutions if such disclosure could reasonably be expected to risk circumvention of
the Jaw, or (F) could reasonably be expected to endanger the life or physical safety of any individual.
(b)(8)
contained in or related to examination, operating, or condition reports prepared by, on behalf of, or for the use of an agency
responsible for the regulation or supervision of financial institutions; or
(b)(9)
geological and geophysical information and data, including maps, concerning wells .
PRIVACY ACT: TITLE 5, UNITED STATES CODE, SECTION 552a
(d)(5)
infonnation complied in reasonable anticipation ofa civil action proceeding;
0)(2)
material reporting investigative efforts pertaining to the enforcement of criminal law including efforts to prevent, control, or
reduce crime or apprehend criminals;
(k)( I)
infonnation which is currently and properly classified pursuant to Executive Order 12356 in the interest of the national defense
or foreign policy, for example, information involving intelligence sources or methods;
(k)(2)
investigatory material complied for law enforcement purposes, other than criminal, which did not result in loss of a right,
benefit or privilege under Federal progran1s, or which would identify a source who furnished information pursuant to a
promise that his/her identity would be held in confidence;
(k)(3)
material maintained in connection with providing protective services to the President of the United States or any other
individual pursuant to the authority of Title 18, United States Code, Section 3056;
(k)(4)
required by statute to be maintained and used solely as statistical records;
(k)(5)
investigatory material compiled solely for the purpose of detern1ining suitability eligibility, or qualification for Federal civilian
employment or for access to classified infomrntion, the disclosure of which would reveal the identity of the person v.ho
furnis hed information pursuant to a promise that his identity would be held in confidence;
(k)(6)
testing or examination material used to determine individual qualifications for appointment or promotion in Federal
Government service the release of which would compromise the testing or examination process;
(k)(7)
material used to detern1ine potential for promotion in the am1ed services, the disclosure of which would reveal the identity of
the person who furnished the material pursuant to a promise that his identity would be held in confidence.
FBllDOJ
1106
U.S. Departi
1t of Justke
United States Attorney
Western District of Oklahoma
210 W. J>arkAnwue
./05 1553-iilOO
S11 i1e ./00
Ok/r1/wm11 Ci1y, Ok/11/rmJ111 73102
January 12, 2009
(8)(6)
(B)(7)(c)
Re:
Dear
United States v. McSha Properties, Hie., No. 08-6106 (10th Cir.)
(8)(6)
(B)(7)(c)
If your client, McSha Properties, Inc. ("McSha") fully complies with the conditions
specified below, this office will not prosecute it fwther in connection with fraudulently inflated
expenses relating to low-income housing tax credits developed or constructed by entities
affiliated with McSha Properties, Inc., from January l, 2002, through August 31, 2006.
This offer is conditioned on McSha's moving to dismiss the appeal presently pending in
the Tenth Circuit Court of Appeals, styled as United States v. McSha Properties, Inc., No. 086106, on or before Friday, January 16, 2009. By entering this agreement, Mc Sha agrees that once
the Tenth Circuit has dismissed McSha's appeal, the plea agreement at issue in that appeal will
be null and void as a result of the district court's rejection of that plea agreement and McSha's
election to withdraw from that plea agreement.
This offer is further conditioned on McSha's agreement that it will be permanently
banned from development or general contracting work on any new projects funded through
Section 42 of the Internal Revenue Code (26 U.S.C. § 42), either directly or indirectly. McSha
also agrees not to undertake the management of any new projects funded through Section 42 o.f
the Internal Revenue Code. McSha further agrees that it will not allow any of its principals to
perform development, general contracting, or management work on any Section 42 projects in
which those principals are currently uninvolved. McSha and its principals may perform subcontracting services on Section 42 projects so long as neither McSha nor its principals have
responsibility for executing documents directed to either a syndicator for a Section 42 project or
to a state governmental entity responsible for regulating Section 42 projects.
This offer is further conditioned on McSha's full cooperation with law enforcement. The
corporation must answer tmthfully any questions pos€d by the Federal Bureau of Investigation,.
the Internal Revenue Service, or this office about its involvement in obtaining.low-income
housing tax credits and any other issues pertinent to this investigation. The corporation must also
provide any requested documents or other information within its control that could be relevant to
this investigation. If requested, a representative of the corporation must also testify truthfully
before the grand jury and at any trial or other court proceeding about these matters. This offer is
also conditioned on McSha's prospective compliance with all state and' federal criminal laws.
If the corporation intentionally gives false, incomplete, or misleading testimony or
information, if it commits any crimes, or if this office concludes that it has otherwise violated
any provision of this agreement, it will be su~j ect to prosecution for any federal criminal
violation, including perjury and obstruction of justice. Before finding a breach of th is agreement,
the government will provide McSha with an opportunity to explain any information the
govemrnent believes to be incomplete or inaccurate. Should McSha not comply w ith these
conditions, the government may use against it any information, statement, or testimony provided
by it after the date of this letter in any prosecution te:lated to this investigation.
This agreement is limited to the Unite<fStates Attomey's Office for the Western District
of Okfahoma and cannot bind
other federal, state, or local prosecuting authorities. This
office will bring McSha's cooperation to the attention of other prosecuting offices if requested.
any
With.the exception of the plea agreeme11t that is the subject of the pending appeal, you
and I-have made no promises or agreements concerning McSha other than the promises and
agreements set forth in this letter. Furthennore, the government will not make any further
promises or agreements concerning McSl1a except in writing.
Sincer~ly,
JOHN C. RICHTER
United States Attorney
(B)(S)
(8)(7)(c)
Assistant United States Attorney
2
I have read this agreement and carefully reviewed evety prut of it with an attorney for McSha
Prope1ties, Inc. I am authorized by McSha Properties, Inc., to enter into this agreement. I fully
understand it and represent that McSha Properties, Inc., voluntarily agrees to it. McSha
Properties, Inc., fmther understands that any agreements, promises, understandings, or
representations concerning the government and the corporation in this ma:tte,r will not be
enforceable unless made in writing and signed by an Assistant United States Attorney.
(8)(6)
(8)(7)(c)
.
/-J~O"l
fc;;McsHA(P}'fOPERTIES, INC.
Date
I represent McSha Properties, Inc. I have reviewed every part of th~s agreement. Except insofar
as the plea agreement at issue in Tenth Circuit case number 08-6106 may continue to be
enforceable as a result of any failure by the Tenth Citcuit to dismiss the appeal filed by McSha
Properties, Inc., this letter accurately and completely sets forth the entire agreement between
McSha Prope1ties, 1nc., and the United States Attorney for the ·western District of Oklahoma
concerning any criminal prosecution of McSha Properties, Inc.
•
'
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(8)(6)
Date
(8)(7J(c)
(8)(6)
cc:
(8 )(6)
(8)(7)( c)
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3
MEMORANDUM OF ACTION AND WRITTEN CONSENT
OF THE DIRECTORS OF
McSHA PROPERTIES, INC.
(Execution ofNon~Prosecution Agreement and Dismissal o f Appeal)
Pursuant to Section 2.07 of the Amended and Restated Bylaws of McSHA
PROPERTIES, INC., an Oklahoma corporation (the "Company"), effectively dated July 10,
2002, as the same may be amended, modified or restated from time to time, and Secti011
1027(£)(1) ·of the Oklahoma General Corporation Act, any action that may be taken by the board
of directors of the Company may be taken without a meeting if all of the members of the board
of directors (the "Directors") consent to such action in writing. The illldersigned, being all of the
Directors of the Company, hereby consent to the taking of the following action:
WHEREAS, the Company is presently involved in an appeal to the United
States Court of Appeals for the Tenth District, Case Number 08-6106, in
connection with a pending governmental investigation and proceeding (the
"Appeal"); and
WHEREAS, due to certain circumstances and after discussions with legal
counsel, the Directors have determined that it would be in the best interest of the
Company to enter into a non-prosecution agreement with the United S.t:ates and to
dismiss the Appeal.
BE IT THEREFORE RESOLVED, that the immediate execution of the
non-prosecution agreement and dismissal of the Appeal is hereby approved, and
that the Directors, officers and legal counsel of the Company shall take any and
all action necessary or required to execute the non-prosecution agreement and
dismiss the Appeal.
DATED EFFECTIVE as of the 12rn day of January 2009.
(8)(6)
(B)(7)(c)
(8)(6)
(B)(i')(e)
(B)(6)
(B)(7)(c)
(B)(6)
(B)(7){c)
.. .··
•."
U.S. Department of Justice
United States Attorney
Western District of Oklahoma
210 W /'ark A1·c•1111e
.J05 1553-8700
.faill' .f0()
Ok/11!111111<1 Cir.1'. Okhi/1011w 7JI 02
April 24, 2009
(B)(6)
(B)(7)(c)
Re:
McSha Affordable Housing- Lawton-North, L.P.
(B)(6)
Dear
(B)(7)(c)
~n consideration of continuing cooperation with the goverrunent, the United States
Attorney's Office for the Western District of Oklahoma will notprosecute McSha Affordable
Housing-Lawton-North, L.P., in conn~ction with its investigation ofMcSha Properties, Inc.,
relating to the business activities of Mc Sha Properties, Inc., between January 1, 2002, and August
31, 2006.
This letter is limited to the United States Attorney's Office for the Western District of
Oklahoma and cannot bind any other federal, state, or local prosecuting authorities. Furthermore,
this letter constitutes the entire agreement between this office and McSha Affordable Housing Lawton-North, L.P., and supersedes any prior agreements.
Sincerely,
JOHN C. RICHTER
United States Attorney
(B)(6)
. (B)(7)(c)
Assistant Umted States Attorney
cc:
(8)(6)
(B)(7)(c)
SA
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(BJ(6)
(BJ(7)(cJ
U. S. Departn1ent of J ustice
United States Attorney
Western District of Oklahoma
·- - - - ·--·---··-·--·-·- - -- - - - - - -2 10 W. I'm{ 1fre11He
./05 1553-8700
Suiw -100
Oi:/11/i oriw Cif.\'. Oklu/1011111 7JI 02
April24, 2009
(6)(6)
(B)(7)(c)
Re:
McSha Affordable Housing - Moore, L.P.
(8)(6)
Dear
(8)(7J(c)
In consideration of continuing cooperation with the government, the United States
Attorney's Office for the Western District of Oklahoma will not prosecute McSha Affordable
Housing - Moore, L.P., in connection with its investigation ofMcSha Properties, Inc., relating to
the business activities ofMcSha Properties, Inc., between January 1, 2002, and August 31, 2006.
_This letter is limited to the United States Attorney's Office for the Western District of
Oklahoma and carmot bind any other federal, state, or local prosecuting authorities. Furthermore,
this letter .c onstitutes the entire agreement between this office
Moore, L.P., and supersedes any prior agreements.
and McSha Affordable Housing -
Sincerely,
JOHN C. RICHTER
United States Attorney
(B)(6)
(8)(7)(c)
ASS'ist~nt Omtea Sta tes A ttorney
(8)(6)
cc:
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U.S. Dcpartn ..:nt of Justice
United States Attorney
Western District of Oklahoma
2/IJ II'. Park A1•ei111e
·,m5 /553-8700
Sttite -100
Oklu/111111a City, Okfa/1011111 7.? 102
April 24, 2009
(8)(6)
(8)(7)(c)
Re:
McShaAffordable Housing- Yukon, L.P.
(8)(6)
Dear
· (8)(7)(c)
In consideration of continuing cooperation with the government, the United States
Attorney's Office for the Western District of Oklahoma will not prosecute McSha Affordable
Housing - Yukon, L.P ., in connection with its investigation of McSha Properties, Inc., relating to
the business activities of McSha Properties, Inc., between January 1, 2002, and August 31, 2006.
This letter is limited to the United States Attorney's Office for the Western District of
Oklahoma and cannot bind any other federal, state, or local prosecuting authorities. Furthennore,
this letter constitutes the entire agreement between this office and McSha Affordable Housing Yukon, L.P., and supersedes any prior agreements.
Sincerely,
JOHN C. RICHTER
United States Attorney
(8)(6)
(8)(7)(c)
Assistant United States Attorney
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United States Attorney
Western District <~f' Oklahoma
2 }() IV. /'11rk i\ 1·e1111e
September 25, 2009
405 1553-/1700
Stiiie./Oll
Oklil/1/111111 Ci1y . Oi:lalw11111 73 I 02
(8)(6)
(8)(7)(c)
Re:
Non-prosecution of limited partnerships
(8)(6)
(8)(7)(c)
Jn consideration of continuing cooperation with the government, the United States
Attorney's Office for the Western Di.strict of Oklahoma will not prosecute·any of the following
low-income housing tax credit entities in connection with its investigation of McSha Properties,
Inc., relating to the business activities of McSha Properties, Inc,, between J anuarjr 1, 2002, and
August 31, 2006:
Newcastle Affordable Housing, L.P., an Oklahoma limited partnership
Savannah House of Yukon, L.P., an Oklahoma limited partnership
McSha Affordable Housing- Wagoner, L.P., an Oklahoma limited partnership
Shaver Affordable Housing- OKC, L.P., an Oklahoma limited p~nership
McSha Affordable Housing - Duncan, L.P., an Oklahoma limited partnership
McSha Affordable Housing-Pryor, L.P., an Oklahoma limited partnership
McSha Aff9rdable Housing - Lawton Seniors, L.P ., an Oklahoma limited partnership
This letter is limited to the United States Atto"rney's Office for the Western District of
Oklahoma and cannot bind any oth_e r federal, state, or local prosecuting authorities. Furthermore,
this letter constitutes the entire agreement between this office and the limited partnership listed
above and supersedes any prior agreements.
Sincerely,
ROBERTI. TROESTER
Acting United States Att~mey
(8)(6)
(8)(7)(c)
(8)(6)
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