2025-01-23 DIP Financing - Armstrong Teasdale LLP Reimburs (Doc 332)Case 24 -11647 -MFW Doc 332 Filed 01/23/25 Page 1 of 9
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SilverRock Development Company, et al.,
Debtors.1
Chapter 11
Case No. 24-11647 (MFW)
(Jointly Administered)
Objection Deadline: February 13, 2025 at 4:00 p.m.
(ET)
SUMMARY OF FOURTH MONTHLY APPLICATION OF ARMSTRONG
TEASDALE LLP, AS CO -COUNSEL TO THE DEBTORS AND
DEBTORS IN POSSESSION, FOR ALLOWANCE OF COMPENSATION
AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE
PERIOD FROM NOVEMBER 1, 2024 THROUGH NOVEMBER 30, 2024
Name of Applicant: Armstrong Teasdale LLP
Authorized to Provide Professional Services to:
Date of Retention: August 5,
Period for which compensation and
reimbursement is sought:
Amount of compensation sought as
actual, reasonable and necessary:
Amount of expense reimbursement sought
as actual, reasonable and necessary:
Debtors and Debtors in Possession
2024 (order entered September 13, 2024)
November 1, 2024 through
November 30, 2024
This is a: X monthly final application
$40,386.00
$3,544.81
'The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock
Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC, (4493), SilverRock Luxury Residences, LLC (6598)
and SilverRock Phase 1, LLC (2247). The location of the Debtors' principal place of business and the Debtors'
mailing address is 343 Fourth Avenue, San Diego, CA 92101.
Case 24 -11647 -MFW Doc 332 Filed 01/23/25 Page 3 of 9
COMPENSATION BY INDIVIDUAL
Name of
Professional Person
Position of the Applicant,
Number of Years in that
Position, Prior
Relevant Experience, Year of
Obtaining License to Practice,
Area of Expertise
Hourly
Billing
Rate ($)
Total
Billed
Hours
Total
Compensation ($)
Jonathan M.
Stemerman
Partner since 2021. Joined firm
as Partner in 2021. Member of
DE Bar since 2004.
$775
19.20
$14,880.00
Eric M. Sutty
Partner since 2021. Joined firm
as Partner in 2021. Member of
DE Bar since 2001.
$795
21.80
$17,331.00
Marylou Sinko
Paralegal since 1996.
$375
21.80
$8,175.00
Grand Total:
62.80
$40,386.00
Blended Rate:
$627.34
Case 24 -11647 -MFW Doc 332 Filed 01/23/25 Page 5 of 9
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SilverRock Development Company, et al.,
Debtors.'
Chapter 11
Case No. 24-11647 (MFW)
(Jointly Administered)
Objection Deadline: February 13, 2025 at 4:00 p.m.
(ET)
FOURTH MONTHLY APPLICATION OF ARMSTRONG
TEASDALE LLP, AS CO -COUNSEL TO THE DEBTORS AND
DEBTORS IN POSSESSION, FOR ALLOWANCE OF COMPENSATION AND
REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM
NOVEMBER 1, 2024 THROUGH NOVEMBER 30, 2024
Pursuant to sections 330 and 331 of title 11 of the United States Code, 11 U.S.C. §§ 101 et
seq. (the "Bankruptcy Code"), and Rule 2016 of the Federal Rules of Bankruptcy Procedure, and
in accordance with that certain Order Authorizing the Retention and Employment of Armstrong
Teasdale LLP as Bankruptcy Co -Counsel for the Debtors, Nunc Pro Tunc to the Petition Date
[Docket No. 102] (the "Retention Order") and that certain Order, Pursuant to Sections 105(a)
and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a), and Local Rule 2016-2, Establishing
Procedures for Interim Compensation and Reimbursement of Professionals [Docket No. 108] (the
"Interim Compensation Order"), the law firm of Armstrong Teasdale LLP ("AT") hereby
applies (this "Application") to the United States Bankruptcy Court for the District of Delaware
(the "Court") for reasonable compensation for professional legal services rendered as counsel to
the above -captioned debtors and debtors in possession (together, the "Debtors"), in the amount of
$40,386.00, together with reimbursement for actual and necessary expenses incurred in the amount
'The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock
Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC, (4493), SilverRock Luxury Residences, LLC (6598)
and SilverRock Phase 1, LLC (2247). The location of the Debtors' principal place of business and the Debtors'
mailing address is 343 Fourth Avenue, San Diego, CA 92101.
2
Case 24 -11647 -MFW Doc 332 Filed 01/23/25 Page 7 of 9
September 1, 2024 to September 30, 2024 [D.I. 219] (the "Second Monthly Fee Application").
Through the Second Monthly Fee Application, AT sought approval of 80% of its fees in the
amount of $74,980.00 (100% = $93,725.00).
6. On December 9, 2024, AT filed a Certificate of No Objection — No Order Required
[D.I. 244] regarding the Second Monthly Fee Application. Pursuant to the Interim Compensation
Order, the Debtor was authorized to remit payment in the amount of $93,725.00 on account of its
approved fees. AT applied monies in its retainer to the approved amount. AT currently has $0,
remaining it its retainer account on related to the Debtors.
7. All services for which compensation is requested herein by AT were performed for
or on behalf of the Debtors.
SUMMARY OF SERVICES RENDERED
8. Attached hereto as Exhibit A is a detailed statement of fees and expenses incurred
during the Monthly Fee Period, showing the amount of $40,386.00 due for fees and $3,544.81 due
for expenses.
9. The services rendered by AT during the Monthly Fee Period are grouped into the
categories set forth in Exhibit A. The attorneys and paralegals who rendered services relating to
each category are identified, along with the number of hours for each individual and the total
compensation sought for each category, in the attachments hereto.
DISBURSEMENTS
6. AT has incurred out-of-pocket disbursements during the Monthly Fee Period in the
amount of $3,544.81.
4
Case 24 -11647 -MFW Doc 332 Filed 01/23/25 Page 9 of 9
incurred during that period, and requests such other and further relief as the Court may deem just
and proper.
Dated: January 23, 2025 ARMSTRONG TEASDALE LLP
Wilmington, Delaware
/s/Jonathan M. Stemerman
Jonathan M. Stemerman (No. 4510)
Eric M. Sutty (No. 4007)
Denisse Guevara (No. 7206)
1007 North Market Street, Third Floor
Wilmington, Delaware 19801
Telephone: (302) 416-9670
jstemennan@atllp.com
esutty@atllp.com
dguevara@atllp.com
Co -Counsel to the Debtors and Debtors
in Possession
6
Case 24 -11647 -MFW Doc 332-1 Filed 01/23/25 Page 2 of 2
Question: Does the fee application include time or fees related to reviewing or revising
time records or preparing, reviewing, or revising invoices? (This is limited to work
involved in preparing and editing billing records that would not be compensable outside of
bankruptcy and does not include reasonable fees for preparing a fee application.) If so,
please quantify by hours and fees.
Response: No.
Question: Does this fee application include time or fees for reviewing time records to
redact any privileged or other confidential information? If so, please quantify by hours and
fees.
Response: Ye. .5 hours for a total of $387.50.
Question: If the fee application includes any rate increases since retention: (i) Did the
client review and approve those rate increases in advance? (ii) Did the client agree when
retaining AT to accept all future rate increases? If not, did AT inform the client that they
need not agree to modified rates or terms in order to have you continue the representation,
consisted with ABA Formal Ethics Opinion 11-458?
Response: Not applicable.
4. The facts set forth in the foregoing Application are true and correct to the best of
my knowledge, information and belief.
Dated: January 23, 2025 /s/Jonathan M. Stemerman
JONATHAN M. STEMERMAN
2
Case 24 -11647 -MFW Doc 332-2 Filed 01/23/25 Page 2 of 2
PLEASE TAKE FURTHER NOTICE THAT ONLY IF AN OBJECTION IS
PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE PROCEDURES
WILL A HEARING BE HELD ON THE APPLICATION.
Dated: January 23, 2025 ARMSTRONG TEASDALE LLP
Wilmington, Delaware
/s/Jonathan M. Stemerman
Jonathan M. Stemerman (No. 4510)
Eric M. Sutty (No. 4007)
Denisse Guevara (No. 7206)
1007 North Market Street, Third Floor
Wilmington, Delaware 19801
Telephone: (302) 416-9670
jstemerman@atllp.com
esutty@atllp.com
dguevara@atllp.com
Co -Counsel to the Debtors and Debtors
in Possession
2
Case 24 -11647 -MFW Doc 332-3 Filed 01/23/25 Page 2 of 8
Armstrong
Teasdale
Attn: Christopher S Sontchi
SilverRock Development Company, LLC
11 Tobin Court
Hockessin, DE 19707
7700 Forsyth Boulevard, Suite 1800
St. Louis, MO 63105
Phone: 314.621.5070
Fed ID: 43-1274026
Contact us with question or concerns
Accountinginfo@latllp.com or 314.719.8270
January 13, 2025
Invoice No. 3322797
File No. 47399
SUMMARY OF INVOICE
For Professional Services through JANUARY 9, 2025
MATTER MATTER NAME
1 Chapter 11 Bankruptcy
TOTAL AMOUNT DUE:
FEES DISBURSEMENTS
40,386.00
3,544.81
TOTAL
43,930.81
43,930.81
1— CHAPTER 11 BANKRUPTCY
Fee Summary
Date
Name
B100 —Adminstration
11/11/24 E. Sutty
Sub Total Task B100
Hours
Amount Narrative
0.50 397.50 Begin drafting order for bar date motion.
0.50
397.50
PAYMENT IS DUE UPON RECEIPT.
Please Remit Payment To: NEW ADDRESS: Armstrong TeasdalelPO Box 875121 Carol Stream, IL 60188-7512
For ACH and WIRE: ATLLP ZBA Remittance Account' Cass Commercial Banks Rcuting # 0810006051 Account # 40066991
Case 24 -11647 -MFW Doc 332-3 Filed 01/23/25 Page 4 of 8
Fee Summary
Date
Name
Hours
Amount Narrative
of claim relating Cypress - for SRDC, SRPI
and relating to State of CA franchise tax
board for RGC PA 789, LLC. Email same to J.
Stemerman.
11/18/24 M. Sinko 0.40 150.00 Review email from U.S. Trustee re: providing
Fee Applications in LEDES and PDF format.
Confer with J. Stemerman re: same. Email to
Malcolm Bates.
11/19/24 M. Sinko 0.70 262.50 Review affidavit of service and prepare
certificate of service for fee applications of
ATLLP and B. Carson D.I. 219, 220. Prepare
and file with Court with exhibit proof of
service.
11/20/24 M. Sinko 0.90 337.50 Review calendar re: Agenda due date for
December 3, 2024 hearing. Draft agenda
and email same to J. Stemerman.
11/21/24 M. Sinko 1.50 562.50 Review email from J. Stemerman and
prepare monthly operating reports with
attachments.
11/21/24 M. Sinko 1.50 562.50 File with Court all subsidiaries monthly
operating reports with attachments in main
bankruptcy matter.
11/21/24 J. Stemerman 0.10 77.50 Call with M. Bates re: status of UST motion
to dismiss.
11/22/24 M. Sinko 1.00 375.00 Review docket and prepare draft agenda for
December 3, 2024 hearing.
11/22/24 J. Stemerman 0.10 77.50 Telephone call with B. Carson re: UST
motion to dismiss and Monday call with UST
re: same.
11/26/24 M. Sinko 0.30 112.50 Review docket and proofs of claim -
franchise tax board.
11/27/24 M. Sinko 1.50 562.50 Review email and prepare notice of agenda
for 12/3/2024 hearing. File with CM/ECF
send to 2002 list, master service list and
Judge Walrath's chambers.
Sub Total Task 8110 16.20 6,887.00
8130 - Asset Disposition
11/12/24 J. Stemerman 0.10 77.50 Call with B. Englander re: development sale
process.
Sub Total Task B130 0.10 77.50
B150 - Meetings of and Communications with Creditors
11/01/24 J. Stemerman 0.50 387.50 Telephone call with counsel for Keilor
Capital re: case status and Debtors' strategy
going forward.
11/04/24 J. Stemerman 0.40 310.00 Zoom call with major constituents, CRO and
co -counsel re: case status and case strategy.
11/08/24 J. Stemerman 0.80 620.00 Zoom call with major constituents re:
update on DIP and DIP budget.
11/11/24 J. Stemerman 0.30 232.50 Zoom call with CRO and major constituents
re: case status update.
11/12/24 J. Stemerman 0.50 387.50 Call with M. Fineman re: status update.
11/18/24 J. Stemerman 0.50 387.50 Zoom call with C. Sontchi, CRO, co -counsel
and major consitutents re: case status
update.
11/25/24 J. Stemerman 0.30 232.50 Zoom call with C. Sontchi, CRO and major
constituents re: status update.
Sub Total Task B150 3.30 2,557.50
B160 - Fee/Employment Applications
11/06/24 J. Stemerman 0.10 77.50 Call with B. Carson re: September fee
applications.
Case 24 -11647 -MFW Doc 332-3 Filed 01/23/25 Page 6 of 8
Fee Summary
Date
11/18/24
Name
J. Stemerman
11/19/24 E. Sutty
11/19/24 E. Sutty
11/19/24 E. Sutty
11/22/24 J. Stemerman
Hours
0.20
0.40
0.50
1.20
0.10
Sub Total Task B180 3.30
B185 - Assumption/Rejection of Leases and Contracts
Amount Narrative
155.00 Telphone call with B. Carson re: 9019
motion re: avoidance of converted
preferred equity liens.
318.00 Analyze 9019 motion regarding unwind
agreements.
397.50 Draft proposed order regarding 9019
motion to approve unwind agreements.
954.00 Revise 9019 motion regarding unwind
agreements.
77.50 Call with B. Carson re: converted preferred
equity avoidance actions.
2,599.50
11/07/24 J. Stemerman 0.10 77.50 Telephone call with B. Carson re:
assumption or rejection of non-residential
real property leaes.
11/11/24 J. Stemerman 0.20 155.00 Analyze motion to extend deadline to
assume or rejection non-residential real
property leases.
11/11/24 E. Sutty 1.20 954.00 Draft motion to extend 365(d) deadline.
11/25/24 J. Stemerman 0.10 77.50 Communications with B. Carson re:
extension of non-residential real property
lease assumption/rejection deadline.
Sub Total Task 8185 1.60 1,264.00
B230- Financing/Cash Collections
11/01/24 J. Stemerman 0.10 77.50 Analyze communciations from V. Vilaplana
re: DIP budget.
11/06/24 J. Stemerman 0.10 77.50 Telephone call with B. Carson re: Final DIP.
11/06/24 J. Stemerman 0.20 155.00 Call with B.Englander re: DIP loan and
budget.
11/07/24 J. Stemerman 0.20 155.00 Telephone call with A. Steele re: DIP.
11/07/24 J. Stemerman 0.10 77.50 Communication with co -counsel re: Sontchi
comments re: DIP.
11/07/24 J. Stemerman 0.10 77.50 Call with B. Carson re: DIP order and budget.
11/07/24 J. Stemerman 0.20 155.00 Communications with M. Vives re: DIP
budget.
11/07/24 J. Stemerman 0.30 232.50 Analkyze revised DIP budget and
communication from M. Vives re: same.
11/07/24 J. Stemerman 0.20 155.00 Analyze communication from B. Englander
re: conditions for extension of DIP draws.
11/08/24 J. Stemerman 0.40 310.00 Call with B. Englander re: Final and potential
fourth interim DIP, DIP Budget and other DIP
issues.
11/11/24 J. Stemerman 0.20 155.00 Telephone call with B. Carson re: final DIP
order.
11/12/24 J. Stemerman 0.30 232.50 Call with B. Englander re: 11/12 DIP hearing
and final DIP.
11/12/24 J. Stemerman 0.10 77.50 Telephone call with B. Carson re: DIP
documents.
11/15/24 J. Stemerman 0.20 155.00 Call with B. Carson re: FINAL DIP.
11/18/24 J. Stemerman 0.10 77.50 Telephone call with B. Carson re: DIP
negotiations.
11/21/24 J. Stemerman 0.20 155.00 Call with M. Bates re: DIP funding status.
11/21/24 J. Stemerman 0.20 155.00 Call with B. Carson re: DIP funding status.
11/22/24 J. Stemerman 0.10 77.50 Call with B. Carson re: status of DIP
negotiations with City.
Sub Total Task B230 3.30 2,557.50
B240 - Tax Issues
11/05/24 J. Stemerman 0.20 155.00 Telephone call with M. Vives re: upcoming
tax payments.
Case 24 -11647 -MFW Doc 332-3 Filed 01/23/25 Page 8 of 8
Fee Summary
Date
11/18/24
Name
J. Stemerman
11/18/24 E. Sutty
11/20/24 E. Sutty
Sub Total Task B310
Hours
Amount Narrative
0.20 155.00 Communications with V. Vilaplana re: bar
date motion.
4.60 3657.00 Finalize bar date motion, notice and order.
1.80 1431.00 Draft Bar Date notice.
18.50 14,485.50
8.320- Plan And Disclosure Statement (including Business Plan)
11/11/24 J. Stemerman 0.20 155.00 Analyxze and supplement draft motion to
extend exclusivity deadlines.
11/25/24 J. Stemerman 0.10 77.50 Communications with B. Carson re;
exclusivity.
Sub Total Task B320 0.30 232.50
B420 - Restructurings
11/04/24 J. Stemerman 0.60 465.00 Zoom call wit CRO and co -counsel re: case
strategy.
11/04/24 J. Stemerman 1.00 775.00 Call with Robert Green and F. Schuster re:
case straegy re: independent manager and
exit strategy for case.
11/13/24 J. Stemerman 0.80 620.00 Call with B. Carson and V. Vilaplana re: case
strategy.
Sub Total Task B420 2.40 1,860.00
Total Hours 62.80
Total Services
40,386.00
Disbursement Summary
Date
Cost
E107 Delivery Services/Messengers
11/08/24 Courier Service - VENDOR: Parcels, Inc.; INVOICE#: 1108827; DATE: 10/29/2024
Sub Total E107
E112 Court Fees
11/06/24 Filing Fees -VENDOR: U.S. Bankruptcy Court Dist. of Delaware; INVOICE#: 671413;
DATE: 9/27/2024
Sub Total E112
Total Disbursements
Matter Total for Invoice
Amount
3,510.81
3,510.81
34.00
34.00
3,544.81
43,930.81
Attorney/Paralegal Summary
Name
M. Sinko
J. Stemerman
E. Sutty
Total
Rate
375.00
775.00
795.00
Hours Amount
21.80 8,175.00
19.20 14,880.00
21.80 17,331.00
62.80 40,386.00