2025-02-19 Jeff Adkison (Jones Lang Lasalle) Motion in Support of Bidding ProcedureIN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SilverRock Development Company, et al.,
Debtors. I
Chapter 11
Case No. 24-11647 (MFW)
(Jointly Administered)
RE: D.I. 358
NOTICE OF FILING OF DECLARATION OF JEFF ADKISON OF JONES LANG
LASALLE IN SUPPORT OF BIDDING PROCEDURES MOTION AND PROPOSED
BIDDING PROCEDURES ORDER
PLEASE TAKE NOTICE that, on February 19, 2025, the above -captioned debtors and
debtors in possession (collectively, the "Debtors") filed the Motion for Entry of Order (I)
Authorizing and Approving (A) Bid Procedures and (B) Form and Manner of Notice
of Bid Procedures [D.I. 358] (the "Motion") with the United States Bankruptcy Court for the District
of Delaware (the "Court").
PLEASE TAKE FURTHER NOTICE that a hearing on the Motion is scheduled for March
12, 2025, at 10:30 a.m. (ET).
PLEASE TAKE FURTHER NOTICE that in support of the Motion, the Debtors are filing
the Declaration of Jeff Adkison of Jones Lang Lasalle in Support of the Bidding Procedures Motion
and Proposed Bidding Procedures Order, a true and correct copy of which is attached hereto as
Exhibit A.
'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.
Dated: March 11, 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
-and-
Victor A. Vilaplana (Pro Hac Vice)
823 La Jolla Rancho Road
La Jolla, CA 92037
Telephone: (619) 840-4130
vavilaplana@gmail.com
-and-
Benjamin M. Carson (Pro Hac Vice)
5965 Village Way STE E105
San Diego, CA 92130
Telephone: (858) 255-4529
ben@benjamincarson.com
Counsel to the Debtors
and Debtors in Possession
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Exhibit A
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SILVERROCK DEVELOPMENT
COMPANY, LLC, et all
Debtors.
Chapter 11
Case No. 24-11647 (MFW)
(Jointly Administered)
Ref. Docket No. 358
DECLARATION OF JEFF ADKISON OF JONES LANG LASALLE
IN SUPPORT OF BIDDING PROCEDURES MOTION AND PROPOSED BIDDING
PROCEDURES ORDER
I, Jeff Adkison, make this declaration under 28 U.S.C. § 1746:
1. I am a Managing Director for Capital Markets at Jones Lang Lasalle ("JLL"), the
approved real estate broker to the Debtors in these Chapter 11 Cases. I submit this declaration (the
"Declaration") in support of the Debtors' Motion for entry of an Order (I) Authorizing and
Approving (A) Bid Procedures and (B) Form and Manner of Notice of Bid Procedures [Docket No.
358] (the "Bidding Procedures Motion").2
2. I am over the age of 18 years and authorized to submit this Declaration on behalf
of the Debtors. I am not being specifically compensated for this testimony.
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 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Bidding Procedures
Motion.
3. Except as otherwise indicated, all statements set forth in this Declaration are based
upon: (a) my personal knowledge and experience; (b) information supplied to me by members of
the Debtors' management, my colleagues at JLL or the Debtors' other professionals, or the City of
La Quinta (the "City"); (c) my review of relevant documents; or (d) my opinion based upon my
experience and knowledge of the Debtors' operations and financial condition. If called upon to
testify, I could and would testify competently to the facts set forth in this Declaration. The Debtors
have authorized me to submit this Declaration.
BACKGROUND AND QUALIFICATIONS
4. JLL is the one of the world's largest commercial real estate services companies and
has offices (or affiliated offices) throughout the United States and the world. JLL provides real
estate services, including brokerage, facilities management, consulting, valuation, investment
management, project/construction management, loan origination, and other services.
5. I am a Managing Director in JLL's Development and Asset Strategy Group within
the Capital Markets Group. I specialize in land and underutilized real estate assets and have over
20 years of real estate experience in markets throughout North America. Prior to joining JLL, I
was an institutional real estate investment and development executive with Mitsui/SBD Properties.
JLL'S RETENTION
6. On January 15, 2025, the Court entered an order (the "Order") (Dkt. No. 312)
approving the retention of JLL as the Debtors' real estate broker, pursuant to an engagement
agreement (the "Agreement") attached as Exhibit 1 to the Order.
7. Pursuant to the Agreement and Order, JLL will assist the Debtors in overseeing and
implementing a robust process for marketing and selling the Project Opportunity. The specific
services JLL is providing and will provide include, without limitation:
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a) preparing offering materials relating to the Project Opportunity for the
Debtors' review and approval;
b) marketing the Project Opportunity to prospective purchasers;
c) providing marketing status reports to the Debtors regarding prospective
purchasers of the Project Opportunity;
d) receiving, delivering and presenting offers for the Project Opportunity to the
Debtors;
e) introducing the Debtors to and negotiating with Potential Bidders;
f) assisting the Debtors to develop, communicate, negotiate and present offers
and counteroffers; and
g) answering the Debtors' questions relating to any offer, counteroffer, notice or
contingency
THE BIDDING PROCEDURES
8) The Debtors, in consultation with JLL and the City, designed the Bidding Procedures
to promote a robust and competitive sale process allowing the Debtors to sell the Project
Opportunity at the highest realizable offer to a buyer with the financial capability and development
competence to finish construction and development of the Project Opportunity. As described in the
Motion and Bidding Procedures, the Project Opportunity consists of assets owned by both the
Debtors and the City. The Debtors' assets (the "Assets") consist of a Pendry Hotel, a Montage
Hotel, Pendry-branded residences, Pendry-branded bungalows, Montage -branded residences, a
golf clubhouse and shared conference center, several undeveloped planning areas, branding
agreements with Montage Hotel and Resorts and Pendry Hotels and Resorts, plans, development
rights, drawings, permits, and equipment. The City, meanwhile, owns the fee interest in the Phase
II real estate that is necessary for a Successful Bidder to complete the Project Opportunity. The
City will also have, going forward, regulatory oversight over the Project Opportunity, including
over land uses issues, design variations, and TOT ("Transient Occupancy Tax") -related issues.
9) Only the Assets may be sold pursuant to an order of the Bankruptcy Court, and a
Successful Bidder will ultimately need to negotiate terms with the City to acquire the Phase II Real
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Estate and other negotiate other important issues to the City involving the Project Opportunity,
including the terms of the contribution of the City -owned golf course to the Project Opportunity.
However, marketing the Debtor's and City's assets together, as a single Project Opportunity, is
essential to obtaining the best and highest Bid for the Project Opportunity. This is particularly true
given that the Project Opportunity's complex development objectives, including completing
luxury -branded Montage and Pendry Hotels, and associated conference facilities and clubhouse,
necessitates that Successful Bidders acquire both the Debtor's and the City's assets. The
complexity of the Project Opportunity also makes the Sealed Bid Auction, and the increased
flexibility afforded by that process, the best option for marketing and selling the Project
Opportunity. I believe that the confidentiality involved in the Sealed Bid process is essential to
attracting the best and highest Bidders, because these Bidders will not be willing to participate in
a public auction. In the event that it becomes apparent that a public auction is a better approach,
the Bidding Procedures retain the flexibility to make this switch. Bidding terms may vary greatly
by Qualified Bidder, and as Debtors' real estate broker, we can best maximize the value of the Sale
through considering each of these varying Bid terms through the Sealed Bid process described in
the Motion.
10) The Bidding Procedures are intended to provide the Debtors with flexibility to solicit
proposals, negotiate transactions, complete the Sealed Bid Auction, and consummate a Sale for the
highest or otherwise best bid. In addition, I believe that the Bidding Procedures provide a uniform
process by which the Debtors may solicit and compare Qualified Bids from potential buyers that
constitute the highest or otherwise best offer for the Project Opportunity and by which Qualified
Bidders can participate in a fair, transparent, and competitive Sealed Bid Auction to acquire the
Project Opportunity. The Debtors have reserved the right under the Bidding Procedures to conduct
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a public auction after the Stalking Horse Bidder has been selected, if in their business judgment
and with the advice of their professional advisers it is determined that such auction would promote
additional Qualified Bidders.
SELECTION OF A STALKING HORSE BIDDER
AND RELATED BREAKUP FEE
11) The Bidding Procedures set out the process, subject to the terms of the Bidding
Procedures Order, to select a Stalking Horse Bidder (the "Stalking Horse Designation
Procedures").
12) I believe that providing the Debtors with the ability to select a Stalking Horse Bidder
is beneficial to the Debtors' estates because, among other reasons, a Stalking Horse Bid would
establish a floor for further bidding that would encourage a more competitive bidding process and
incentivize the consideration allowed. Consistent with market practice, I believe a Stalking Horse
Bidder requires a Breakup Fee in the event it is not selected as the Successful Bidder. In the
absence of a Breakup Fee, it will be difficult to induce Qualified Bidders to invest the time and
expense necessary to become the Stalking Horse Bidder.
13) As of the filing of this Declaration, the Debtors have not yet selected a Stalking Horse
Bidder. Accordingly, the Debtors are not seeking any relief with respect to the selection of a
Stalking Horse Bidder(s) (including any Breakup Fee) at the hearing on the Bid Procedures Motion
(the "Bid Procedures Hearing"). The Debtors are merely seeking approval of the Stalking Horse
Designation Procedures in a mariner consistent with the overall Sale timeline proposed in these
Chapter 11 Cases. Thus, I do not believe that the rights of any party -in -interest would be
prejudiced by the Court's approval of the Stalking Horse Designation Procedures. In the event
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that a Stalking Horse Bidder is selected, parties will receive a subsequent notice of the same and
be given an opportunity to object.
THE PROPOSED TIMELINE IS SUFFICIENT
14) In order to fund the administration of these Chapter 11 Cases, complete the
Sale, and successfully confirm a Chapter 11 Plan of Reorganization, Debtors secured a DIP facility
with the City totaling $11 million, which was approved on January 23, 2025 (Dkt. No. 330). The
approved DIP Credit Agreement with the City contains milestones which, among other things, (i)
require the entry of the Bidding Procedures Order on or before March 12, 2025, (ii) the entry of
an order authorizing the Sale of the Project Opportunity (the "Sale Order") on or before September
12, 2025 ; and (iii) the closing of the approved Sale on or before October 10, 2025. The Debtors
and City may mutually agree to amend the deadlines for these milestones (the "Milestone
Deadlines") as needed.
15) The time periods set forth in the Bidding Procedures (the "Proposed Timeline"),
including the Milestone Deadlines, are an important part of conducting a robust Sale process. I
believe these time periods should facilitate an orderly and efficient process for the solicitation and
evaluation of Qualified Bids, selection of a Stalking Horse Bidder, and ultimately selection of a
Successful Bidder. The Proposed Timeline allows sufficient time to conduct a process for a value -
maximizing sale of the Project Opportunity. Further, the Proposed Timeline is necessary and
appropriate because it matches the Debtors' budget and funding under the DIP Credit Agreement.
16) Accordingly, and for all those reasons stated in this Declaration I believe that pursuing
the Sale of the Project Opportunity in the manner described in the Bidding Procedures Motion,
with the opportunity to designate a Stalking Horse Bidder in accordance with the designated
Stalking Horse Designation Procedures, is in the best interests of the Debtors' estates.
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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct.
Dated: March 10, 2025 Respectfully submitted,
.41/
Jeff Adkison
Managing Director
Jones Lang Lassale
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