2024-08-12 Robert Green - BK Petition & Pleadings (Doc 13)Case 24-11647-MFW Doc 13 Filed 08/12/24 Page 1 of 24
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE:
SILVERROCK DEVELOPMENT
COMPANY, LLC, et al.,
Debtors.
Chapter 11
Case No. 24-11647
(Joint Administration Requested)
DECLARATION OF ROBERT S GREEN, JR., PURSUANT TO 28 U.S.C. §1746,
IN SUPPORT OF, DEBTORS' CHAPTER 11 PETITIONS AND FIRST DAY PLEADINGS
I, Robert S. Green, Jr., under penalty of perjury, declare and state as follows:
1. I am the President and Chief Executive Officer ("CEO") of the Robert Green Company ("RGC").
RGC is the sole Manager of each of the Debtors, including SilverRock Development Company, LLC ("SRDC").
On August 5, 2024 (the "Petition Date"), SRDC and certain affiliates, SilverRock Luxury Residences, LLC,
SilverRock Lodging, LLC, SilverRock Lifestyle Residences, LLC, SilverRock Phase I, LLC, and RGC PA 7,8,9
LLC (collectively, with SRDC, the "Debtors") filed voluntary petitions (the "Chapter 11 Petitions") under
Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"), commencing these Chapter 11 cases
(the "Cases").
2. To minimize the adverse effects of filing the Chapter 11 Petitions while at the same time maximizing
value for the benefit of creditors and stakeholders, the Debtors have filed a number of pleadings requesting various
kinds of "first day" relief (collectively, the "First Day Pleadings"). I submit this Declaration in support of the
Chapter 11 Petitions and the First Day Pleadings. I am familiar with the contents of the First Day Pleadings
(including the exhibits and other attachments to such motions) and, to the best of my knowledge, after reasonable
inquiry, believe the relief sought in each First Day Pleading: (a) is necessary to enable the Debtors to operate in
Chapter 11 with minimal disruption; (b) is critical to the Debtors' efforts to preserve value and maximize
recoveries during the pendency of the Cases and the Debtors' ability to successfully reorganize described below;
and (c) best serves the Debtors' estates and creditors' interests. Further, it is my belief that the relief sought in the
First Day Pleadings is narrowly tailored and necessary to achieve the goals of these Cases.
3. Except as otherwise indicated, all statements set forth in this Declaration are based upon: (a) my
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personal knowledge; (b) information supplied to me by other members of the Debtors' management or the
Debtors' professionals that I believe in good faith to be reliable; (c) my review of relevant documents; or (d)
my opinion based upon my experience and knowledge of the Debtors' operations and financial condition and
the real estate industry at large. 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.
4. I am familiar with each of the Debtors' operations, businesses, financial affairs, books and
records as they pertain to any of the Debtors' records submitted in support of the First Day Pleadings. The
records of the Debtors are made by employees or agents of the Debtors who have a business duty to enter the
records of the Debtors accurately and at or near the time of the event which they record.
5. Prior to the appointment of the CRO, as CEO of RGC, which is the Manager of the Debtors, I
had responsibility for managing all activities of the Debtors, including acquisition and feasibility analysis,
transaction structuring, finance, development management, entitlement processing, design supervision,
construction management, and operator interface and coordination. I am experienced in the design,
construction, and development of large-scale mix use, commercial office, and luxury hospitality projects, with
a focus in hotel and resort development. For the past twenty-five years, I have spearheaded the development
of several multimillion -dollar resort and hotel properties throughout the country, including Four Seasons Resort
in Jackson Hole, Wyoming, the Four Seasons Hotel in Palo Alto, California, the Montage Resort and
Residences Healdsburg, in Healdsburg, California, and the Pendry Hotel San Diego in San Diego, California.
6. Prior to the Debtors' bankruptcy filings, in my capacity as CEO of the Manager, I elected to
hire Douglas Wilson of the Douglas Wilson Companies as Chief Restructuring Officer ("CRO") of the Debtors,
to independently manage its affairs during the pendency of these bankruptcy proceedings and guide the Debtors
in achieving confirmable plans of reorganization. Mr. Wilson is extremely well qualified for this role, which
is further detailed both in this Declaration and in the First Day Motion to Retain the Services of Mr. Wilson
and the Douglas Wilson Companies.
7. While the Debtors have encountered transitory obstacles to completing the Project, including
the COVID-19 pandemic, high -interest rates and inflation, construction cost escalations and a Congressional
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hold placed on the EB-5 financing program during the early stages of the Project, the underlying value of the
Project is high, having recently been appraised at approximately $409.3 million by highly -regarded expert
appraisers such as CBRE and HVS ("Hospitality Valuation Services"). The Debtors' total debt owed to secured
creditors for the first phases of the Project is approximately $239.2 million, meaning there is an equity cushion
exceeding $170.1 million in the Project. Additionally, the Debtor's assets include certain benefits to be
provided by the City of La Quinta which significantly add to the Debtor's equity in the Project. Under the
CRO's guidance, the Debtors can use this Chapter 11 filing to protect their substantial equity cushion, forestall
cumbersome litigation proceedings, preserve the time they need to obtain financing for completing the Project,
and confirming a plan of reorganization.
I. EXECUTIVE SUMMARY AND CORPORATE STRUCTURE
8. The Debtors' business operations center around the real estate development of a 525-acre master
planned resort community in the City of La Quinta, California (the "City"). Formerly known as the "SilverRock
Resort" project, the Debtors proposed, and the City agreed, to change the name of the project to "Talus" (the
"Project"). To date the Debtors have acquired from the City and currently own approximately 140 acres of
land in the Project.
9. The transaction between the City and the Debtors is outlined by two agreements between the
City and SRDC known as the Purchase and Sale Agreement (the "PSDA") and the Development Agreement
(the "DA").
10. The organization chart attached as Exhibit A reflects the structure of the relationships between
the Debtor entities. Each of the Debtors are Delaware LLC's and all have common and preferred equity
members. All are managed by RGC. SRDC is owned 99% by RGC La Quinta, LLC, ("RGC LQ"). RGC LQ
is 100% owned by The Green Family Trust ("Trust"). I am a trustee of Trust.
11. Since different components of the Project (i.e. Commercial vs Residential, or Phase 1 vs future
phases) are subject to different financing structures, SRDC established the other affiliated entities that comprise
the group of Debtors.
12. SilverRock Phase I, LLC ("SRPI") was established for the development of certain planning
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areas associated with what is known under the PSDA as Phase 1A. (See the Project Map attached as Exhibit
B)
13. Within SRPI there are lodging components, including two hotels, a conference center, a golf
club and a golf course. These are also referred to as commercial "operating components" and each have their
own economic model, financial structure and development cycle. SilverRock Lodging, LLC ("SRL") was
created to be the developer and owner of these components.
14. Within SRPI are branded residential components which are affiliated with the hotels but are
comprised of "for -sale" residential components, as opposed to hotel "operating components". Therefore, the
two branded residential components of Phase IA were created. These are SilverRock Luxury Residences, LLC
("SR Lux") and SilverRock Lifestyle Residence, LLC ("SR Life").
15. A future phase of the Project, known under the PSDA as Phase 1B, is comprised of vacant land
known as Planning Areas 7, 8 and 9, for the development of a mix of other commercial and residential uses.
This part of the Project is subject to different financing mechanisms than those in PhaselA, so these properties
are held in an entity known as RGC PA 789, LLC ("RGC 789").
II. DESCRIPTION AND HISTORY OF THE PSDA AND VISION OF THE PROJECT
16. The City and SRDC entered into the PSDA on or about November 19, 2014. The PSDA is a
central component to Debtors' business. The development tasks set forth in the PSDA are difficult and
complex. Debtors' experience and skillset make them uniquely suited to successfully completing those tasks.
17. As part of the original PSDA, the City agreed to convey to SRDC, and SRDC agreed to purchase
and did in fact purchase, specified "Parcels" and "Planning Areas" (or "PAs") of real property in the SilverRock
Resort Area, consisting of what was referred to as the "Phase 1 Property" and "Phase 2 Property" in the Original
PSDA.
18. In addition to agreeing to purchasing and owning specified Parcels with corresponding Project
Areas, SRDC agreed to construct a destination resort, residential and commercial project, and related public
infrastructure improvements, consisting of "Project Components:"
a) The Montage Hotel, the Project Component that consists of construction and subsequent
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operation of an upscale, luxury, full -service single -story hotel containing not less than one hundred
twenty (120) luxury hotel rooms, that offers luxury amenities, full -service accommodations, a full -
service sit-down restaurant, a first-class spa and fitness facility, and pools;
b) "Montage Branded Residential Development," the Project Component that consists of
construction of approximately thirty-five (35) luxury single-family detached resort residential
dwelling units;
c) A "Pendry Hotel," the Project Component that consists of construction and subsequent
operation of a modern -style hotel containing not less than a sufficient number of hotel guest rooms
that, when added to the number of hotel guest rooms at the Montage Hotel, will result in the Project
having an aggregate of at least three hundred forty (340) total hotel guest rooms, and providing food
and beverage services, a pool, a surface parking lot, and other related amenities;
d) A "Pendry Branded Residential Development," the Project Component that consists of
Debtors' construction of approximately sixty (60) one and/or two-story luxury, condominium -style
Resort Residential Dwelling Units that would be developed and subsequently operated in
conjunction with the Pendry Hotel;
e) A "Conference and Shared Service Facility," the Project Component that consists of
development and subsequent operation of a conference and shared service facility containing space
designed and designated for conferences and banquets, back -of -house support services, and
management function space shared by the Pendry Hotel and Montage Hotel, and a surface parking
lot.
f) A "Permanent Golf Clubhouse," the Project Component that consists of development of
a permanent public clubhouse to serve the Project golf course;
g) A "Promenade Mixed -Use Village," the Project Component consisting of Debtors'
development of up to two hundred twenty-five thousand (225,000) salable square feet of residential
space containing between one hundred ten (110) and two hundred twenty-five (225) Resort
Residential Dwelling Units, together with commercial space comprising between twelve thousand
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nine hundred (12,900) and forty thousand (40,000) square feet of mixed -use space comprised of
permanent retail and seasonable stand-alone "pop-up" space;
h) A "Pendry Residential Village," the Project Component that consists of development
and subsequent operation of approximately one hundred sixty (160) Residential Dwelling Units, an
onsite amenity center consisting of a clubhouse and a reception and concierge desk
i) "Master Site Infrastructure Improvements," the Project Component consisting of the
construction and installation of all of the backbone infrastructure improvements required to serve
the respective Project Components, including those identified in Subparagraphs (a)-(h) above and
their respective Planning Areas; and
j) A "Golf Course Realignment," the Project Component that consisted of Debtors'
realignment of certain portions of the existing Golf Course (as defined in the PSDA) to facilitate
the development of the Montage Hotel and Montage Branded Residential Project Components and
affecting those Project Areas pursuant to the PSDA and other project approvals; Debtors have
completed the Golf Course Realignment Project Component, and the City retained ownership of,
and still owns, fee title to all of the real property that consists of the Golf Course (PA 1 and covering
approximately 179 acres of the SilverRock Resort Area).
19. Pursuant to the Original PSDA, the original Phase 1 Property consisted of the Montage Hotel
and the Montage Branded Residential Development, and the original Phase 2 Property, consisted of the Pendry
Hotel and the Pendry Branded Residential Development, among other specified Project Components.
20. Concurrent with the Original PSDA, on or about November 19, 2014, the City and SRDC
entered into Development Agreement 2014-1001 (the "Development Agreement") vesting certain development
obligations with SRDC and subjecting SRDC to the City's rights and oversight for those portions of the
SilverRock Resort Area to be conveyed to SRDC.
21. The Development Agreement required SRDC to develop the Planning Areas and Project
Components in accordance with the PSDA. The Development Agreement specifies that approximately 145
acres of the total SilverRock Resort Area would be conveyed to SRDC, covering Planning Areas (PAs) 2, 3,
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4, 5, 6, 7, 8, 9, and portion of 10A, and corresponding parcels of property with those Planning Areas. The
recorded Development Agreement runs with the land and places all parties on constructive notice of those
terms and conditions.
22. Pursuant to the Original PSDA, the City and SRDC had the authority to amend the Original
PSDA by mutual agreement of the parties. Between October 29, 2015, and November 16, 2023, the City and
SRDC entered into five amendments to the PSDA. The City and SRDC entered into Amendment No. 1 to the
Original PSDA ("First Amendment") dated October 29, 2015 to, among other things, update the Site Map and
the various timeframes within the Original PSDA.
23. On or about April 18, 2017, the City and SRDC entered into Amendment No. 2 to the Original
PSDA ("Second Amendment") to modify from the Phase 1 Property and Phase 2 Property in the Original
PSDA (and the associated phased development obligations) to the "Phase IA Property" and the "Phase 1B
Property," with corresponding "Phase 1A" and "Phase 1B," all as defined in the Second Amendment. In
addition to those properties, additional phased properties were created: "Phase 1C (Golf Course) Property,"
"Phase 1D (Ahmanson Ranch House) Property," and "Phase 1E (Perimeter Landscaping and Trails) Property."
In connection with proposed modifications by SRDC for the phasing of development of the Project
Components tied to Planning Areas 2, 3, 4, 5, 6, 7, 8, 9, and portion of 10A (see above), the City processed and
approved, pursuant to the California Subdivision Map Act and applicable City law, Parcel Map No. 37207,
which re -subdivided the SilverRock Resort Area in the following parcels: Parcels 1-20 inclusive and Parcels
A-G inclusive. With the adoption of Parcel Map No. 37207 and approval of the Second Amendment, the
"Parcels" applicable to the respective "Planning Areas," for purposes of SRDC's development of the Project,
were tied to the Parcels identified in Parcel Map No. 37207.
24. As a part of the Second Amendment, the City and SRDC modified the property subject to the
PSDA, as amended, to include the Phase lA Property and Phase 1B Property, which comprised approximately
44.6 acres and 84.2 acres, respectively, and approximately 130 acres total. The Phase 1A Property consists of
Parcels 1, 3, 4, 5, and 6 of Parcel Map No. 37207, and Phase 1B Property consists of Parcels 7, 8, 9, 10, 11,
and 12, and Parcels D, E, F, and G of Parcel Map No. 37207. Together, the Phase 1A Property and Phase 1B
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Property correspond, with some modifications to parcel boundaries and acreage, to the Project Components
and acreage attached to Planning Areas 2, 3, 4, 5, 6, 7, 8, 9, and portion of 10A from the Original PSDA.
25. By way of Grant Deed, dated May 3, 2017 and recorded on November 6, 2017 as Instrument
No. 2017-0463950 in the Recorder's Office, as amended by an Amendment to Grant Deed, recorded on
November 28, 2018 as Instrument No. 2018-0464670 in the Recorder's Office, the City conveyed the Phase
1A Property to SRDC (the "Phase 1A Property Grant Deed").
26. Thereafter, SRDC assigned to SRPI and SRPI assumed from SRDC, with the consent of the
City, all of Developer's right, title, and interest in the Phase 1A Property and the "Project Agreements" (which
include the Development Agreement and PSDA, as amended) as they pertain to the Phase 1A Property by an
Assignment and Assumption Agreement, recorded on November 28, 2018 as Instrument No. 2018-0465379 in
the Recorder's Office. SRDC transferred to SRPI the Phase 1A Property by Grant Deed recorded on November
28, 2018 as Instrument No. 2018-0464673 in the Recorder's Office.
27. On or about November 28, 2018, City and SRDC entered into Amendment No. 3 to the Original
PSDA ("Third Amendment") to, among other things: (i) Set forth amended and restated modifications for the
development of the Phase 1A Property and set forth the terms and conditions for the conveyance and sale of
the Phase 1B Property from the City to SRDC; (ii) Modify the Master Site Infrastructure Improvements (MSII)
(as defined in the Original PSDA) Phasing Plan; (iii) Modify the Schedule of Performance; (iv) Specify
assignment and assumptions of interests from SRDC (and any Developer entity); and (v) Incorporate provisions
allowing for the closing of the construction loan for the Phase 1A Property and Phase 1B Property. A true and
correct copy of the Third Amendment and its Exhibits "A" through "D" (which exhibits relate to Parcels and
PAs for the Phase 1A Property and Phase 1B Property) is attached in the COE as Exhibit 5. Pursuant to the
Third Amendment, the City conveyed to SRPI the Phase 1B Property by Grant Deed, dated November 28,
2018 and recorded on November 28, 2018, as Instrument No. 2018-0464674 in the Recorder's Office (the
"Phase 1B Property Grant Deed").
28. On or about October 12, 2021, the City and SRDC entered into Amendment No. 4 to the Original
PSDA ("Fourth Amendment") to, among other things: (i) Set forth terms and conditions agreed upon by the
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City and SRDC for the "Revised Capitalization" (as defined therein) to cover the then -projected remaining
costs, and financing of those costs, to develop the Phase IA Property and Phase 1B Property and all Project
Components thereon (excluding the Promenade Mixed -Use Village and Resort Residential Village); (ii)
Modify the Master Site Infrastructure Improvements (MSII) Phasing Plan; (iii) Modify the Schedule of
Performance; (iv) Specify the operation by a single hotel operator of short-term vacation rentals at the Montage
Branded Residential Development and Pendry Branded Residential Development, as set forth therein; (v)
Modify the rebate reduction based on transient occupancy tax ("TOT") receipts; (vi) Identify "Project
Milestones" (as defined therein) of which failing to meet would result in increases to the purchase price for the
"Future Resort Property Phase" if and when there is an ability for SRDC to validly exercise the option to
purchase the Future Resort Property (as set forth therein); (vii) If and when a valid exercise by SRDC of the
option to purchase the Future Resort Property occurs, clarify allowable uses on the Future Resort Property; and
(viii) Incorporate provisions allowing for the closing of the construction loan financing for the Phase 1A
Property and Phase 1B Property, as more particularly described in the Fourth Amendment.
29. On or about November 16, 2023, the City and SRDC entered into the most recent amendment,
Amendment No. 5 to the Original PSDA ("Fifth Amendment"). The Fifth Amendment was entered into to
avoid a default under the Original PSDA, as amended, and to otherwise: (i) memorialize revised terms and
conditions, agreed upon by the City and SRDC, for new "Recapitalization Lenders" (as defined therein) to
revise and update the City -approved financing for the development of the Phase lA Property and Phase 1B
Property, which required SRDC close escrow on the updated, City -approved financing by June 30, 2024 (ii)
modify the Schedule of Performance and phasing of development; (iii) memorialize SRDC's missed Project
Milestones (as identified therein); and (iv) make additional clarifications pertaining to the PSDA.
III. HISTORY OF THE PROJECT
30. SDRC successfully processed entitlements and permitting for Phase 1A of the Project in the
years following its signing of the original PSDA. SRDC undertook site work and golf course realignment
construction in 2017 and 2018.
31. On or about March 1, 2017, Debtor SilverRock Lodging LLC entered into a Resort Management
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Agreement, Technical Services Agreement, and Marketing Licensing Agreement with Montage North
America, LLC to oversee housing, hotel, and resort operations for the Project. These agreements provided that
Montage would earn a base management fee and incentive fee for managing all of the Project's resort
properties, and that Debtors may use the Montage and Pendry names in promoting the Project. The agreements
also allow Montage to earn a license fee for the sale of Montage or Pendry-branded residential units. The
Resort Management Agreement was subsequently modified on or about September 29, 2022.
32. In 2019 SRPI obtained a $212.5M construction loan for master site infrastructure and the
commercial components and a $179M commitment from the same lender, Mosaic Real Estate Investors
("Mosaic"), for the construction of the branded residential components.
33. In 2020, with the onset of COVID 19 and after providing Debtors with $36M in funding, Mosaic
was no longer in a position to move forward with the Project, and discontinued funding of the constriction loan.
SRDC was forced to pay off the then current balance of that original Mosaic loan with a bridge loan from
Poppy Bank ("Poppy") for $40M during October 2021. Poppy's principal loan balance was subsequently paid
down by SRDC to $32M.
34. The lasting impacts on the hospitality industry and the capital markets of COVID 19 are still
being felt by the Project. Compounding this challenge, over the course of the last two years or more, the cost
of capital due to steep interest rate hikes, severe construction cost escalations, extremely high insurance
premiums, and utility and labor cost increases in the hospitality industry have contributed significantly to the
difficulty and delay in obtaining new financing for the Project.
35. Another component of the Project's capital structure is known as EB-5 financing. EB-5 is being
utilized as a Preferred Equity component of the Project's capital stack. EB-5 is a federal program administered
by the United States Citizenship and Immigration Service ("USCIS") wherein foreign nationals may apply for
US residency if they invest in a US -based company or project. Due to the job creation requirements of the EB-
5 program, hospitality projects such as Talus are a popular target for foreign investors under the program.
36. EB-5 capital, by its nature, takes time to raise, since each foreign investor only contributes
$800k. The Project seeks to ultimately raise $108M, which requires the subscription of 135 individual investors
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around the world. The EB-5 capital is being raised by a group known as First Pathway Partners ("FPP"). FPP
has a stellar reputation and has never had an unsuccessful EB-5 offering in its entire history. FPP set up two
entities it wholly owns, SilverRock Resort Investment, LLC and SilverRock Resort Investment M LLC to
facilitate investment of its EB-5 capital into the Project. SilverRock RGC Preferred, LLC an entity owned by
RGC Financial, which is owned by The Robert Green Company (See Exhibit A hereto) borrows the EB-5
funds raised by FPP from SilverRock Resort Investment, LLC and SilverRock Resort Investment M LLC and
then invests, as a preferred equity holder, in SRPI. Thus far, FPP has invested $14.6M in EB-5 funding with
an additional approximately $4.8M in subscriptions in its pipeline for contribution to the Project.
37. As is typical in the industry, the Project brought in domestic "bridge" preferred equity investors
to fund the construction of the Project, with the plan to "take-out" the bridge investors with the eventual EB-5
capital raise. These investors are contributing their capital as Preferred Equity Bridge funds, which have a
stated term and fixed rate of return, which is offered by the project at a higher interest than the eventual low
interest associated with the EB-5 capital. Once the bridge investors and, following them, the EB-5 investors,
are redeemed, they have no ongoing interest in the project. So, the preferred equity acts somewhat like debt in
that sense.
38. Unfortunately, the US Congress placed a hold on the EB-5 program during the early stages of
the Project's EB-5 capital raise. This hold was ultimately removed, and the program has been revised and
reinstated, and the Project has now begun to successfully raise those funds from foreign investors.
39. A negative by-product of Congress's delay was the inability of the Project to redeem one of its
first domestic bridge preferred equity investors early in the development cycle. That investor, Cypress Point
Holdings, LLC ("Cypress"), filed a lawsuit to recover its capital ahead of the Project's obligation to do so. But
the damage to the momentum of the Project and its ability to timely close replacement construction loans for
both the residential and commercial components of the Project were devastating and exceedingly costly.
Cypress later set a foreclosure sale date to auction off the Project property. Prior to this bankruptcy filing, the
foreclosure sale was set for August 6, 2024. Poppy Bank, who held a first position deed of trust on the Debtors'
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real property, also noticed their foreclosure sale.'
40. Moreover, Cypress not only demanded that its position be converted to a secured second trust
deed on the commercial components of the Project and a stipulated judgment against certain Debtor -related
parties, but it also demanded excessive interest rates, fees and penalties, which the Project still struggles with
to this day.
41. In May of 2024 the Debtors identified a potential investor, an individual named Chris George,
of CMG Capital ("CMG"), who purportedly had the desire to assist the Debtors by infusing capital into the
Project, covering all of the Debtors obligations to third parties, and making all of the Debtors' investors and
secured and unsecured creditors whole, in exchange for obtaining the controlling interest in the Project.
42. On May 24, 2024, Debtors, City, CMG, and certain secured creditors of the Debtors entered
into a memorandum of understanding ("MOU") providing the Debtors had until June 30, 2024 to close
financing that would pay off Debtors' creditors and that subsequently, CMG would have until July 31, 2024 to
cure any defaults that Debtors had not cured, in which case CMG would acquire a controlling interest in the
Project.
43. Unfortunately, CMG reneged on its obligations to pay Debtors' unsecured creditors in full and
to make the investors of Debtors whole, failing to cure the various defaults by the July 31 deadline. The City
blamed Debtors for CMG's failure to cure, filing a lawsuit against Debtors and its management on or about
July 24, 2024 alleging breaches of the MOU and PSDA. In an August 1, 2024 letter to Debtors, the City
purported SRDC had lost its development rights under the PSDA but made no mention of terminating the
PSDA or exercising any option to acquire the Project Plans or Project property.
44. These hurdles notwithstanding, the Project has been provided with a constriction loan offer from
a nationally recognized lender Oppenheimer and Company, Inc. totaling $336M, subject to the project closing
on additional equity fundings of approximately $100m. In addition, the Project has an additional $108M
commitment from FPP with foreign investors, eager to re -start the funding of their money into the Project at
extremely competitive rates — which will be used to redeem our bridge preferred equity members. This,
All real property of the Debtors are owned by SRDC or RGC PA 7,8,9, LLC.
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combined with an improving outlook in the capital markets, with interest rates poised to begin dropping and
lenders acting more interested in providing capital to development projects, Debtors' rights under the PSDA,
and Debtors' ongoing relationship with Montage have Debtors poised to make a recovery and successfully
reorganize in Chapter 11 bankruptcy.
IV. CAPITAL AND CASH MANAGEMENT STRUCTURE OF DEBTORS
45. The total capital contributed to the project to date, to include all secured and unsecured
obligations as well as equity, is approximately $270.5M. Of that, $239.2M represents currently secured
obligations. The "as -is" independent value of the real estate and improvements currently owned by the Debtors
in Phases 1A and 1B (and not including the value of the real estate the Debtors have the exclusive option to
purchase from the City of La Quinta in Phase 2), as indicated by CBRE and HVS ("Hospitality Valuation
Services") appraisals, highly regarded experts in the hospitality and hotel spaces, is approximately $409.3M.
This includes an appraised value of $87.2M for the Montage Hotel, $38.6M for the Pendry Hotel, $29.7M for
the Conference and Shared Services Building, $16.2M for the Golf Clubhouse, $61.5M for Planning Areas 7,8,
and 9, $98.1M for the Montage Residences, $23.5M for the Pendry Residences, and $54.5M for the Pendry
Bungalows. The appraisal amount does not include the 190 acres SRDC can acquire in Phase 2 of the PSDA,
for $4.5M.
46. The capital contributed to the Projects breaks down as follows:
Secured Obligations
• Sr loan on commercial and part of residential property: $33.3m
• Second trust deed on commercial property: $39.5m
• First trust deed on Montage Residential property $37.1m
• First trust deed on PA 7, 8 & 9 $12.5m
• Second trust deed on PA 7 & 8 $15.0m
• Other subordinated secured debt on commercial/residential $82.3m
• Contractor settlement agreements: $19.5m
• Subtotal $239.2m
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• Accounts payable: $18.0m
• Common equity: $13.3m
o TOTAL: $270.5m
The "as -is" property value, of the projects land and improvements, breaks down as follows:
• Montage & Pendry hotels, conference and shared services building and golf clubhouse
("commercial properties"): $171.7m
• Branded residential: $176.1m
• Planning areas (PA) 7, 8 & 9: $ 61.5m
o TOTAL: $409.3m
47. Details on the Debtors' secured debt structure is as follows:
a) To pay off $36M owed on a prior loan to Mosaic, Poppy Bank provided to SRDC $40M
at a rate of 5% per annum on terms of a loan maturing November 1, 2024. The estimated balance
remaining on the loan is $33M. To secure this loan, Poppy holds a first position deed of trust on SRDC's
commercial property, 16 Montage Residential lots and the entire Pendry Residential lot.
b) Cypress, a preferred equity investor in the Project whose interest was later converted
into a secured debt, claims it has a balance due of $39,559,190,65, accruing interest at 24% per annum.
The Cypress Promissory Note matured on October 31, 2023 and is secured with a second position deed
of trust on SRDC's commercial property.
c) An estimated balance of $37,100,000 remains outstanding pursuant to a secured loan
agreement between SilverRock Luxury Residences LLC and Construction Loan Services II (Builders
Capital). The loan accrues interest at a variable rate, which is currently 14.5% per annum. The notes
executed pursuant to the loan have the same interest rate and mature on May 15, 2024 and November
11, 2024, respectively. The notes are secured by a first deed of trust on 13 Montage Residence lots
(owned by SRDC) and a first position deed of trust in SR Luxury's leasehold interest in 16 Montage
Residence lots.
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d) An estimated balance of $12,500,000 remains outstanding pursuant to a secured loan
agreement between RGC 789 and RAF Pacifica (Keillor). The loan accrues interest at a variable rate,
currently at 13.125% per annum. The loan matures on April 10, 2025. The loan is secured by a first
position deed of trust on PA 7,8, and 9, previously owned by SRDC but now owned by RGC PA 789
e) An estimated balance of $14,600,000 remains outstanding pursuant to a loan made by
SilverRock Resort Investment, LLC, an FPP entity funded with EB5 capital, to SilverRock RGC
Preferred, LLC. This loan accrues at a fixed rate of 5.5% per annum and does not have a maturity date.
The loan is secured by a second position deed of trust in PA 7 and 8.
f) A number of preferred equity holders in Debtors and Debtors' unsecured creditors were
converted into secured creditors of SRDC and RGC PA 789. The amount owed to these secured
creditors totals approximately $82,276,900. They are:
i) Axia Talus, a creditor of SRDC for the estimated amount of $20,700,000,
secured by a third -position deed of trust in SRDC's commercial property.
ii) George Heuser, a creditor of RGC PA 789 for the estimated amount of
$4,548,811, secured by a third -position deed of trust in PA 7, 8, and 9.
iii) SVR Capital Trust (BJ Delzer), a creditor of RGC PA 789 for the estimated
amount of $606,272, secured by a third -position deed of trust in PA 7,8, and 9.
iv) Jon and Linda Kurtin, a creditor of RGC PA 789 for the estimated amount of
$1,494,594, secured by a third -position deed of trust in PA 7,8, and 9.
v) Ken Green Family Trust, a creditor of RGC PA 789 for the estimated amount of
$223,931, secured by a third -position deed of trust in PA 7,8, and 9.
vi) Larry Duclos, a creditor of RGC PA 789 for the estimated amount of $373,218,
secured by a third -position deed of trust in PA 7,8, and 9.
vii) Bryan Holker, a creditor of RGC PA 789 for the estimated amount of $294,715,
secured by a third -position deed of trust in PA 7,8, and 9.
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viii) Diane Cimarusti, a creditor of RGC PA 789 for the estimated amount of
$294,715, secured by a third -position deed of trust in PA 7,8, and 9.
ix) Claire Fruhwirth 2014 Trust, a creditor of RGC PA 789 for the estimated amount
of $293,530 secured by a third -position deed of trust in PA 7,8, and 9.
x) Jason Parr, a creditor of RGC PA 789 for the estimated amount of $292,515,
secured by a third -position deed of trust in PA 7,8, and 9.
xi) Jon Fredricks, a creditor of RGC PA 789 for the estimated amount of $364,162,
secured by a third -position deed of trust in PA 7,8, and 9.
xii) David Mack, a creditor of RGC PA 789 for the estimated amount of $364,162,
secured by a third -position deed of trust in PA 7,8, and 9.
xiii) Kevin and Lindy Welk, a creditor of RGC PA 789 for the estimated amount of
$362,683 secured by a third -position deed of trust in PA 7,8, and 9.
xiv) Larry Welk, a creditor of RGC PA 789 for the estimated amount of $362,383,
secured by a third -position deed of trust in PA 7,8, and 9.
xv) Eric Leitstein, a creditor of RGC PA 789 for the estimated amount of $2,935,352,
secured by a third -position deed of trust in PA 7,8, and 9.
xvi) Susan Hoehn, a creditor of RGC PA 789 for the estimated amount of $1,468,378
secured by a third -position deed of trust in PA 7,8, and 9.
xvii) Ritch Goetz, a creditor of RGC PA 789 for the estimated amount of $8,866,321
secured by a third -position deed of trust in PA 7,8, and 9.
xviii) Parekh Family Trust (Sumeet), a creditor of SRDC and SR Luxury for the
estimated amount of $1,446,086, secured by a second -position deed of trust in PA 3.
xix) Jeff McCoy, a creditor of SDRC and SR Luxury for the estimated amount of
$7,015,701, secured by a second -position deed of trust in PA 3.
xx) Naveen Yalamanchi, a creditor of SRDC and SR Luxury for the estimated
amount of $749,559, secured by a second -position deed of trust in PA 3.
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xxi) George Heuser, a creditor of SRDC and SR Luxury for the estimated amount of
$7,169,256 secured by a second -position deed of trust in PA 3.
xxii) Eric Beranek, a creditor of SRDC and SR Luxury for the estimated amount of
$2,473,066, secured by a second -position deed of trust in PA 3.
xxiii) Robert S. Green Jr., a creditor of SRDC and SR Luxury for the estimated amount
of $2,109,250, secured by a second -position deed of trust in PA 3.
xxiv) Young Holdings, a creditor of SRDC and SR Lifestyle for the estimated amount
of $7,651,940 secured by a second -position deed of trust in PA 6.
xxv) Dan Kloiber, a creditor of SRDC SR Lifestyle for the estimated amount of
$6,000,000 secured by a second -position deed of trust in PA 6.
xxvi) The Traub Family Trust, a creditor of RGC 7,89 for the estimated amount of
$3,816,000 secured by a second -position deed of trust in PA 9.
g) RD Olson Construction, Inc. ("Olson"), who holds a mechanics lien in the estimated
amount of $14,868,089 originating from construction work performed on behalf of SR Lodging. The
lien is secured by SRDC's commercial property, to which Olson claims (and Poppy disputes) it holds
a first -position deed of trust.
h) Granite Construction Company ("Granite") who holds a mechanics lien in the estimated
amount of $4,500,000 originating from construction work performed on behalf of SRPI.
i) SRPI has a total of $17,906,935 in unpaid prepetition payables, including $1,309,880.10
allegedly owed to the City of La Quinta and RGC 789 has a total of $96,915 in unpaid prepetition payables.
48. Finally, SRPI has five common equity members, in addition to SRDC. Robert Green owns
common equity valued at approximately $4M, Ed Himmelberg owns common equity valued at approximately
$8M, Richard Goetz owns common equity valued at approximately $1M, Lance Moore owns common equity
valued at approximately $291,250, and Arush Patel owns common equity valued at approximately $125,000.
49. Historically, all capital brought into the Project was funded into SRPI which would then pay
bills on behalf of all subsidiary/related company entities. When funds were spent for project costs associated
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with a related entity, the books of each Debtor -entity would reflect an intercompany accounting balance.
50. The Debtors do not have any employees. Individuals that work directly on the Project, either
on -site or off -site, either part time or full time on the Project, are employed by the Manager, RGC, which has
a "Development Management Services Agreement" with each project entity, providing a variety of
development management services, including providing staffing for the project, administrative services,
accounting services, project budget coordination, loan administration and coordination.
51. Cash requirements during the Chapter 11 phase will be met via a Debtor in Possession (DIP)
loan. It is estimated the debtor will require approximately $5.0m during the initial 6-months of bankruptcy
proceedings.
52. The Debtors each maintain a separate checking account at Bank of America. Fidelity National
Title administers multiple escrow accounts held in the names of potential homebuyers of Pendry and Montage
residential units. Fidelity may deliver the purchase amounts to Debtors when Debtors transfer title of the
property to the homebuyers, and Debtors will need to assume the sale contracts before transferring title to the
property.
V. PATH FORWARD TO SUCCESSFUL REORGANIZATION
53. Despite the transitory obstacles faced by Debtors in the years leading up to this bankruptcy
filing, Debtors' outlook is positive. Credible appraisals of the Project confirm Debtors' have an approximately
$170.1 million equity cushion in the project. This makes obtaining DIP financing to pursue completion of
development of the Project more feasible, and it provides the basis for confirming a Chapter 11 plan of
reorganization. The prospect of securing the $336 Oppenheimer loan after raising adequate equity financing
provides further reason for optimism, as do the rights Debtors retain pursuant to the PSDA and Montage
agreements. The Chapter 11 process will give Debtors the time they need, free of disruptive litigation, to
finance the continuation and completion of the Project and ultimately confirm a Chapter 11 Plan for the benefit
of the creditors to the bankruptcy estates.
54. Debtors retained the services of Douglas Wilson, of the Douglas Wilson Companies, to act as
the Debtors' Chief Restructuring Officer and independently manage the Debtors' business as they move toward
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successful reorganization. Mr. Wilson has over 40 years of real estate development experience, providing
workout, problem resolution, and real estate management services. He has developed award -winning urban
projects such as Symphony Towers, which houses the San Diego Symphony, and a 240-unit luxury
condominium located a block from San Diego's Petco Park. Mr. Wilson will spearhead Debtors' DIP financing
efforts and negotiations with creditors and parties -in -interest necessary to achieve successful reorganizations.
VI. FIRST DAY PLEADINGS
55. Concurrently with the filing of these Cases, the Debtors filed the First Day Pleadings seeking
relief related to the administration of these Cases. Below is a list of the First Day Pleadings:
a. Motion for Entry of An Order (I) Directing Joint Administration of Chapter 11 Cases;
and (II) Granting Related Relief (the "Joint Administration Motion");
b. Motion for Interim and Final Orders Authorizing: (I) Maintenance Of Existing Bank
Accounts (the "Bank Accounts Motion Motion");
c. Motion for Entry of an Order (I) Approving (A) the Engagement of Douglas Wilson
Companies and (B) the Appointment of Douglas Wilson as Chief Restructuring Officer Effective as of
July 29, 2024, and (II) Granting Related Relief (the "CRO Motion"), and;
d. Motion for Entry of an Order Extending Time for Filing Schedules of Assets and
Liabilities and Statement of Financial Affairs (the "Extension Motion").
56. The Debtors have narrowly tailored the First Day Pleadings to meet their goals of: (a) continuing
their operations in Chapter 11 with as little disruption and loss of productivity as possible until such time
Debtors are able to successfully reorganize and exit the bankruptcy; (b) maintaining the confidence and support
of their key constituencies during the Cases; and (c) establishing procedures for the efficient administration of
these Cases.
57. I have reviewed each of the First Day Pleadings (including the exhibits thereto) and I believe the
facts stated therein to be true and correct to the best of my knowledge with appropriate reliance on corporate
officers and advisors. I incorporate by reference the factual statements set forth in each of the First Day
Pleadings as though set forth herein.
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58. The success of these Cases depends upon the Debtors' ability to pursue continued development
of the Project to spearhead confirmation of a Chapter 11 Plan of Reorganization. Consequently, it is my belief
that the relief sought in each of the First Day Pleadings is necessary to the successful implementation of the
Debtors' efforts to maximize the recovery of its creditors and necessary to avoid immediate and irreparable
harm to the Debtors' estates and creditors.
59. Accordingly, I respectfully request that all of the relief requested in the First Day Pleadings, and
such other and further relief as may be just and proper, be granted based upon the following:2
VII. JOINT ADMINISTRATION MOTION
60. Through the Joint Administration Motion, the Debtors seek entry of an order: (a) directing
procedural consolidation and joint administration of the Cases; and (b) granting related relief.
61. As set forth herein and on the corporate ownership chart attached hereto as Exhibit A, the Debtors
are related entities. SilverRock Luxury Residences, LLC, SilverRock Lodging, LLC, and SilverRock Lifestyle
Residences, LLC are wholly owned subsidiaries of SilverRock Phase I, LLC, which is owned, in part, by
SilverRock Development Company LLC. RGC PA 789, LLC is a wholly owned subsidiary of non -debtor
entity RGC La Quinta, LLC, which owns 99% of SilverRock Development, LLC. All of the Debtors contribute
to developing the Project, and the real property on which the Project takes place is owned by SRDC and RGC
PA 789.
62. In light of this close relationship, I believe that joint administration will avoid otherwise
unnecessary and expensive duplication of effort and papers caused by preparing and serving the same creditors
with multiple sets of differently -captioned but otherwise identical papers. Joint administration of the Cases will
enable the Debtors to avoid the substantial cost of preparation, filing and serving duplicative motions in each
proceeding, and the consequent burden on the estates and the Court.
63. By jointly administering the Debtors' estates, creditors will receive appropriate notice of matters
involving each of the Debtors, thereby ensuring that creditors are fully informed of matters potentially affecting
their claims.
2 All capitalized terms not otherwise defined in this section shall have the meaning set forth in the applicable First Day Pleading.
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64. Given the integrated nature of the Debtors' operations, I believe that joint administration of these
Cases will provide significant administrative convenience without harming the substantive rights of any party
in interest. Joint administration will substantially reduce the costs of administering the Debtors' Cases and will
serve to eliminate the inefficiency created by maintaining separate dockets. To a great extent, the Debtors
anticipate that numerous similar, if not identical, applications, motions and orders will be involved in the
Debtors' Cases. Joint administration will avoid wasting resources that would result through duplication of
effort if the Cases involving the Debtors were to proceed separately.
65. I believe that the Debtors' creditors stand to benefit from the increased efficiency of
administration anticipated through joint administration because they will not be required to review and
separately respond to substantially similar motions, disclosure statements, and other pleadings that would
otherwise be filed in separate cases. On the other hand, joint administration will permit the Debtors to respond
more efficiently to the demands of their creditors, and will reduce attorneys' fees, copying costs, mailing costs
and costs of administering these Cases.
66. Moreover, through joint administration of the Debtors' Cases, this Court and the Bankruptcy
Court Clerk's office will be relieved of the burden of having to file and maintain dockets and case files for each
of the related cases. Furthermore, I believe that joint administration will allow the Office of the United States
Trustee for the District of Delaware and all parties in interest to monitor these Cases with greater ease and
efficiency.
67. Accordingly, I believe that joint administration of these Cases is in the best interests of the estates,
their creditors, and all other parties in interest.
68. In sum, I believe that such relief requested by the Joint Administration Motion is not only
appropriate under the circumstances, but necessary for the efficient and orderly administration of these Cases.
VIII. BANK ACCOUNTS MOTION
69. Through the Bank Accounts Motion, the Debtors seek an order authorizing them to maintain and
utilize their existing bank accounts (collectively, the "Bank Accounts") and to continue to use their existing
business forms without reference to "Debtor in Possession."
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70. Given the size of the Cases and the complexity and intricacies of the Debtors' requiring the
Debtors to close the Bank Accounts and open new ones will disrupt the Debtors' operations because (a)
depositors will not respond quickly to the change and will likely continue to send deposits to the original deposit
accounts, and (b) any changes to the disbursement accounts will slow down the payment to crucial vendors.
Closing the Bank Accounts will also increase the work of the Debtors' accounting personnel, who are already
dealing with the many and varied issues related to these Cases. Furthermore, closing the Bank Accounts and
opening new ones would needlessly cost the Debtors time and money and would result in no discernable benefit
to the Debtors' bankruptcy estates.
71. I believe that the uninterrupted use of the Bank Accounts and the Debtors' Existing Forms are
essential to the Debtors' ability to seamlessly operate under chapter 11. I believe it would be an unwise
expenditure of estate resources to require the Debtors to obtain all new checks simply to have "Debtor in
Possession" printed on the check when all parties with whom the Debtors will be transacting business will
know that the Cases have been filed as a result of the publicity of the Cases.
72. Each of the Debtors maintains a single checking account at Bank of America. Collectively,
these checking accounts comprise the Bank Accounts. None of the Bank Accounts auto -debit payments, and
neither I nor Debtors' accounting personnel are aware of any Bank Accounts written prepetition that were not
cashed as of the Petition Date. To the extent Debtors discover such prepetition checks in the future, the Debtors
will instruct Bank of America not to honor them (unless otherwise approved by the Court).
IX. CRO MOTION
73. Debtors entered into a Consulting Agreement with Douglas Wilson Companies ("DWC") prior
to the Petition Date to engage DWC's CEO, Douglas Wilson, as Debtors' independent Chief Restructuring
Officer ("CRO") and other DWC personnel to support Mr. Wilson as CRO. The Consulting Agreement
enumerates services DWC will provide and the compensation it will receive. Mr. Wilson is exceptionally
qualified to act as CRO, independently managing the Debtors' affairs during the pendency of these bankruptcy
cases, spearheading the Debtors' efforts to secure DIP financing, leading the Debtor's pursuit to complete
development of the Project, and maximizing the chance that these Chapter 11 Cases conclude with successful
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reorganization, to the benefit of the bankruptcy estates and all their constituencies.
74. As CEO of the Debtors' Manager, pursuant to the authority vested in me under the Debtors' LLC
Operating Agreements, I authorized Debtors to engage DWC and Mr. Wilson in conjunction with the filing of
the Chapter 11 petitions.
75. I believe the Court should grant the CRO Motion approving the Consulting Agreement to ensure
DWC is appropriately retained and compensated to perform the critical services of the Debtors' independent
CRO, thereby giving the Debtors the best chance possible to successfully reorganize for the benefit of all
creditors to the estates.
X. EXTENSION MOTION
76. Debtors filed their bare -bones Chapter 11 petitions on August 5, 2024, and the remaining parts of
its Schedule of Assets and Liabilities and Statement of Financial Affairs (the "Schedules") are currently due
August 19, 2024 (the "Current Deadline").
77. Given the complex nature of Debtors' business, accurately completing the Schedules by the
Current Deadline will prove difficult. Debtors will likely have to amend the Schedules to fill in missing
information and correct deficiencies, placing additional administrative burden on the Debtors, the Office of the
United States Trustee, and the Court staff.
78. To ensure Debtors have the time they need to thoroughly and accurately complete the Schedules
and prepare for their 341(a) Meeting of Creditors, the Extension Motion asks the Court to continue the Current
Deadline by 30 days, to September 18, 2024 (the "Extended Deadline"). This short continuance will neither
prejudice creditors nor other parties -in -interest to the Chapter 11 Cases, and it will facilitate submission and
processing of the Schedules in the most efficient manner possible.
[This Space Intentionally Left Blank]
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XI. CONCLUSION
79. For all of the reasons set forth herein and in the First Day Pleadings, I respectfully request that
the Court grant the relief requested in each of the First Day Pleadings.
I declare under penalty of perjury under the laws of the United States of America that the foregoing is
true and correct to the best of my knowledge.
Dated: August 12, 2024
/s/ Robert S. Green Jr.
Robert S. Green, Jr.
Chief Executive Officer
The Robert Green Company
Manager of the Debtors
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE:
SILVERROCK DEVELOPMENT
COMPANY, LLC, et al.,
Debtors.
Chapter 11
Case No. 24-11647
(Joint Administration Requested
[Re: Docket No. 13]
EXHIBITS TO DECLARATION OF ROBERT S GREEN, JR., PURSUANT TO 28 U.S.C. §1 746,
IN SUPPORT OF, DEBTORS' CHAPTER 11 PETITIONS AND FIRST DAY PLEADINGS
Jonathan M. Stemerman (No. 4510)
Eric M. Sutty (No. 4007)
Denisse Guevara (No. 7206)
ARMSTRONG TEASDALE LLP
1007 North Market Street, Third Floor
Wilmington, Delaware 19801
Telephone: (302) 416-9670
jstetnerman(aatllp.com
esuttyc atllp.com
dguevara(u atllp.com
Proposed Counsel to the Debtors
1
Case 24-11647-MFW Doc 14 Filed 08/12/24 Page 2 of 6
EXHIBIT A
\
/
The Robert Green Company
Member 100%
Green Family Trust
Member 100%
2
45 -
ƒ
Pendry-branded Residences (Planning Area 6/Parcel 9)
{
UJ
0 Funds used as a takeout of all
4894-9661-2459
updated 10/4/23
Green Family Trust
a
yo
20
RGC La Quinta, LLC*
4694-9661-2459
Case 24-11647-MFW Doc 14 Filed 08/12/24 Page 5 of 6
EXHIBIT B
Conference Center
& Shared Services
Montage
Residences