FW: Filed 1023 application

From:HBoushey@equitablegrowth.org To: john.podesta@gmail.com Date: 2015-08-14 17:59 Subject: FW: Filed 1023 application

FYI — we’ve filed! Got it, thanks, and great news! Thanks all, Ed Hi Ed, For your files, I’ve attached a pdf of the final exemption application, which was filed with the IRS today. Best, Sasha (202) 862-5029 (direct) sdavydenko@capdale.com<msanderson@capdale.com> Hi Shasha, I read over the entire doc one last time and we're good to go. Attached is that doc with no changes required and the three docs with Heather's signature. Please confirm receipt and please let me know when you file. Thanks! Ed Ed, Here is the revised 1023 package. I’ve also attached the signature pages as separate pdfs. Please ask Heather to sign and date them, and then e-mail the signed pages back to us. I will proceed with the filing as soon as I have the signature pages. Thanks, Sasha (202) 862-5029 (direct) sdavydenko@capdale.com<msanderson@capdale.com> Great, thanks. Confirming receipt. I will make these revisions today and send you the final 1023 package for review. On Aug 12, 2015, at 5:29 PM, Ed Paisley <epaisley@equitablegrowth.org<mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org%3e>> wrote: Hi Shasa, this is good to go except for two corrections: In Part IV, page 5, about the relationship with CAP, please delete the last clause in the first sentence in the second paragraph, which says — except for renting facilities from the Center for American Progress for the charity's first year. Also in that same section, last sentence of the first paragraph the word should be "an" in front of "independent program, not "a," and there should be an "its" between "by" and "own" later in that same sentence. Thanks, and please confirm receipt. Ed Hi Ed, Here is the revised 1023 application without the expedited request. We took out references to the expedited request and the Hewlett grant from the cover letter and Exhibit B. If you have any questions, please let us know. Best, Sasha (202) 862-5029 (direct) sdavydenko@capdale.com<mailto:sdavydenko@capdale.com><msanderson@capdale.com<mailto:msanderson@capdale.com>> Terrific. Thanks. Sent from my T-Mobile 4G LTE Device -------- Original message -------- That sounds good. We will prepare a revised 1023 without an expedite request tomorrow for your review. __________________________________ I agree and I'm sure Steve would, too. Let's roll with that option. That approach seems reasonable to me. Ed- do you think CAP and the Sandlers will agree? deb -- Debbie Feinberg 703.623.3786 mobile dfeinberg@realchangestrategies.com<mailto:dfeinberg@realchangestrategies.com><mailto:dfeinberg@realchangestrategies.com<mailto:dfeinberg@realchangestrategies.com%3cmailto:dfeinberg@realchangestrategies.com><mailto:dfeinberg@realchangestrategies.com%3cmailto:dfeinberg@realchangestrategies.com%3cmailto:dfeinberg@realchangestrategies.com%3e>> Hi all, If we file the 1023 soon, then there is a good chance that we will receive a determination letter before the end of the year even if we do not request expedited treatment. However, we can't guarantee this, as it may take longer for the IRS to review. After we submit the application, I can call the IRS and request updates about the status of the application. In addition, we can submit an expedite request after we submit the application if we determine later that we need the determination letter by a particular date. Let us know how you would like to proceed. ________________________________________ I agree- that I don’t think there is a compelling reason to expedite, other than trying to get this done before the end of the year for administrative purposes for both us and CAP. Andrew- will you have insight into the progress of the application or is just a black box and we’ll hear when we hear? if it’s getting close to the end of the year with no notification, we can talk to CAP about being WCEG’s fiscal sponsor if they really want you out Jan 1. Thanks, debbie -- Debbie Feinberg 703.623.3786 mobile dfeinberg@realchangestrategies.com<mailto:dfeinberg@realchangestrategies.com><mailto:dfeinberg@realchangestrategies.com<mailto:dfeinberg@realchangestrategies.com%3cmailto:dfeinberg@realchangestrategies.com><mailto:dfeinberg@realchangestrategies.com%3cmailto:dfeinberg@realchangestrategies.com%3cmailto:dfeinberg@realchangestrategies.com%3e>> Hi Andrew, and looping in our contract CFO, who is working with us on the various things we need to do in this spinoff, including arranging new health care plans for employees. So I misspoke yesterday. Our health care plans are not contingent on our IRS status. At this point, I cannot think of a valid reason for an expedited IRS ruling other than CAP would like us out by the end of the year, which doesn't sound very compelling. Debbie may have some suggestions, though, and I am meeting tomorrow with Alex and CAP's CFO to talk about the steps we're taking toward independence tomorrow, so I can ask them about that yearend date as definitive. But please let me know if you think it is necessary to ask for expedited review. If not then we could just craft the top of the letter to the IRS accordingly and submit. Please let me know what you think. Thanks, Ed Ed, What date would you need to have the exemption letter by in order to arrange health care coverage by year end? Also, do you have any documents to substantiate this? Andrew Segna Associate Caplin & Drysdale, Chtd. One Thomas Circle, NW<x-apple-data-detectors://0/1> Suite 1100<x-apple-data-detectors://0/1> Washington, DC 20005<x-apple-data-detectors://0/1> P: (202) 862-7864<tel:(202)%20862-7864> F: (202) 429-3301<tel:(202)%20429-3301> Sent from my iPhone On Aug 10, 2015, at 12:54 PM, Ed Paisley <epaisley@equitablegrowth.org<mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org<mailto:epaisley@equitablegrowth.org%3cmailto:epaisley@equitablegrowth.org>><mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org%3cmailto:epaisley@equitablegrowth.org%3cmailto:epaisley@equitablegrowth.org%3e%3e%3cmailto:epaisley@equitablegrowth.org%3e%3cmailto:epaisley@equitablegrowth.org%3e>> wrote: Hi Andrew, If the IRS asks for a letter from Hewlett we would not be able to give it to them. So I presume that excludes that option. We could say that we plan to be out of CAP, suitably worded, by the end of 2015 to match their fiscal calendar and need the expedited status to arrange health care coverage for our employees, since we cannot actually get full quotes and sign up employees until we secure non-profit status. Does that work? Please let me know, Thanks, Ed Hi Ed, If we aren't going the letter route, we can submit the 1023 as is, which still mentions the Hewlett grant and the September 16 deadline, but doesn't include a grant letter. We may get expedited review, but there is a risk the IRS will eventually request a letter or not grant expedited review. If you want to avoid mentioning the Hewlett grant, then we need another justification for expedited review. Is there another pending grant or hard deadline you need to meet? Andrew Segna Associate Caplin & Drysdale, Chtd. One Thomas Circle, NW<x-apple-data-detectors://0/1> Suite 1100<x-apple-data-detectors://0/1> Washington, DC 20005<x-apple-data-detectors://0/1> P: (202) 862-7864<tel:(202)%20862-7864> F: (202) 429-3301<tel:(202)%20429-3301> Sent from my iPhone On Aug 10, 2015, at 9:55 AM, Ed Paisley <epaisley@equitablegrowth.org<mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org<mailto:epaisley@equitablegrowth.org%3cmailto:epaisley@equitablegrowth.org>><mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org><mailto:epaisley@equitablegrowth.org%3cmailto:epaisley@equitablegrowth.org%3cmailto:epaisley@equitablegrowth.org%3e%3e%3cmailto:epaisley@equitablegrowth.org%3e%3cmailto:epaisley@equitablegrowth.org%3e%3cmailto:epaisley@equitablegrowth.org%3e>> wrote: Hi Andrew and Sasha, and looping in Doug (and Roxana) as I understand you are on vacation. I spoke with Steve and Heather about asking for a letter from Hewlett per your note below and we decided this is the wrong way to go with Hewlett. I believe this means we need to change the language in the 1023 application to not peg the expedited request to the Hewlett deadline. Not sure how to proceed so looking to you and Doug for guidance. Please let me know when you'd like to chat about this. Thanks, Ed Hi Ed, I spoke with Doug regarding the expedite request and having a letter to support the request. We believe that you have two options. You can submit the application as is, making the request for expedited review without having a letter from the Hewlett Foundation establishing the September due date. You may still receive expedited review, as the cover letter does provide a reason for expedited review, but you run the risk that the IRS will come back in a couple of week and ask for such a letter, thus delaying the process, or it will not accept the request. Otherwise, you can reach out to your contact at the Hewlett Foundation and request a signed letter stating that the Foundation plans to give the Center $1M if the Center receives a favorable determination letter from the IRS by September 16, 2015. While such a letter does not guarantee that we will receive expedited review, it would provide proof of our need for expedited review. However, asking for the letter may hold up the filing if the Hewlett Foundation takes a while to get it to you. Let me know what you would prefer to do. I will be in the office for a couple more hours so feel free to give me a call to discuss. Otherwise, attached is an updated submission packet for the IRS. Please review and let us know if you have any questions or comments. Depending on how you want to handle the grant letter, we may update the cover letter to reflect that a grant letter is included in the application. In particular, please take a look at Part VIII, question 13 of the 1023. I completed the boxes next to 13c, 13f(i), and 13f(ii) regarding your organizational grants. Please us know if my responses are correct. While I am out next week, Sasha (CC’ed) will handle the filing of the 1023. If you have any questions or edits to the 1023, please send them to both Sasha and I. I will have very limited access to email starting tomorrow, but I will try to check at least once a day. Thanks! Best, Andrew Segna Associate Bio<http://www.caplindrysdale.com/asegna<http://www.caplindrysdale.com/asegna><http://www.caplindrysdale.com/asegna<http://www.caplindrysdale.com/asegna>><http://www.caplindrysdale.com/asegna<http://www.caplindrysdale.com/asegna><http://www.caplindrysdale.com/asegna<http://www.caplindrysdale.com/asegna>>><http://www.caplindrysdale.com/asegna<http://www.caplindrysdale.com/asegna><http://www.caplindrysdale.com/asegna<http://www.caplindrysdale.com/asegna>><http://www.caplindrysdale.com/asegna<http://www.caplindrysdale.com/asegna><http://www.caplindrysdale.com/asegna<http://www.caplindrysdale.com/asegna>>>>> / Email<mailto:asegna@capdale.com> / Vcard<http://www.capdale.com/getvcard.aspx?show=4106<http://www.capdale.com/getvcard.aspx?show=4106><http://www.capdale.com/getvcard.aspx?show=4106<http://www.capdale.com/getvcard.aspx?show=4106>><http://www.capdale.com/getvcard.aspx?show=4106<http://www.capdale.com/getvcard.aspx?show=4106><http://www.capdale.com/getvcard.aspx?show=4106<http://www.capdale.com/getvcard.aspx?show=4106>>><http://www.capdale.com/getvcard.aspx?show=4106<http://www.capdale.com/getvcard.aspx?show=4106><http://www.capdale.com/getvcard.aspx?show=4106<http://www.capdale.com/getvcard.aspx?show=4106>><http://www.capdale.com/getvcard.aspx?show=4106<http://www.capdale.com/getvcard.aspx?show=4106><http://www.capdale.com/getvcard.aspx?show=4106<http://www.capdale.com/getvcard.aspx?show=4106>>>>> <image001.jpg> One Thomas Circle, NW, Suite 1100 | Washington, DC 20005 202-862-7864 (Direct) | 202-429-3301 (Fax) 600 Lexington Avenue, 21st Floor | New York, NY 10022 212-379-6000 (General) | 212-379-6001 (Fax) www.caplindrysdale.com<http://www.caplindrysdale.com><http://www.caplindrysdale.com>><http://www.caplindrysdale.com<http://www.caplindrysdale.com>>><http://www.caplindrysdale.com<http://www.caplindrysdale.com>>><http://www.caplindrysdale.com<http://www.caplindrysdale.com>>><http://www.caplindrysdale.com/<http://www.caplindrysdale.com/>><><http://www.caplindrysdale.com/<http://www.caplindrysdale.com/>>><><http://www.caplindrysdale.com<http://www.caplindrysdale.com>>><http://www.caplindrysdale.com/<http://www.caplindrysdale.com/>><><http://www.caplindrysdale.com/<http://www.caplindrysdale.com/>>>> <115080715254901843.png> <image001.jpg> <115080715254901843.png> [This message is for the use of the intended recipient only. It is from a law firm and may contain information that is privileged and confidential. If you are not the intended recipient any disclosure, copying, future distribution, or use of this communication is prohibited. If you have received this communication in error, please advise us by return e-mail, or if you have received this communication by fax advise us by telephone and delete/destroy the document] <115081012475901685.png> [This message is for the use of the intended recipient only. It is from a law firm and may contain information that is privileged and confidential. If you are not the intended recipient any disclosure, copying, future distribution, or use of this communication is prohibited. If you have received this communication in error, please advise us by return e-mail, or if you have received this communication by fax advise us by telephone and delete/destroy the document] [This message is for the use of the intended recipient only. It is from a law firm and may contain information that is privileged and confidential. If you are not the intended recipient any disclosure, copying, future distribution, or use of this communication is prohibited. If you have received this communication in error, please advise us by return e-mail, or if you have received this communication by fax advise us by telephone and delete/destroy the document] [This message is for the use of the intended recipient only. It is from a law firm and may contain information that is privileged and confidential. If you are not the intended recipient any disclosure, copying, future distribution, or use of this communication is prohibited. If you have received this communication in error, please advise us by return e-mail, or if you have received this communication by fax advise us by telephone and delete/destroy the document] <115081215513101906.png> <image001.png> <115081215513101906.png> [This message is for the use of the intended recipient only. It is from a law firm and may contain information that is privileged and confidential. If you are not the intended recipient any disclosure, copying, future distribution, or use of this communication is prohibited. If you have received this communication in error, please advise us by return e-mail, or if you have received this communication by fax advise us by telephone and delete/destroy the document] [This message is for the use of the intended recipient only. It is from a law firm and may contain information that is privileged and confidential. If you are not the intended recipient any disclosure, copying, future distribution, or use of this communication is prohibited. If you have received this communication in error, please advise us by return e-mail, or if you have received this communication by fax advise us by telephone and delete/destroy the document] [This message is for the use of the intended recipient only. It is from a law firm and may contain information that is privileged and confidential. If you are not the intended recipient any disclosure, copying, future distribution, or use of this communication is prohibited. If you have received this communication in error, please advise us by return e-mail, or if you have received this communication by fax advise us by telephone and delete/destroy the document]