2026-04-27 Voting Ballot - Com. Disclosure & LiquidationIN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
SILVERROCK DEVELOPMENT COMPANY,
LLC, et al.,
Debtors.20
Chapter 11
Case No.: 24-11647 (MFW)
(Jointly Administered)
BALLOT FOR VOTING TO ACCEPT OR REJECT THE COMBINED DISCLOSURE
STATEMENT AND JOINT CHAPTER 11 PLAN OF LIQUIDATION OF
SILVERROCK DEVELOPMENT COMPANY, LLC AND ITS DEBTOR AFFILIATES
TO BE COUNTED, YOUR VOTE MUST BE ACTUALLY RECEIVED BY THE
VOTING AGENT BY 5:00 P.M. (ET) ON MAY 8, 2026
IF YOU VOTE IN ITEM 2 BELOW TO ACCEPT OR REJECT THE PLAN, OR IF YOU
DO NOT VOTE IN ITEM 2 BELOW TO ACCEPT OR REJECT THE PLAN, YOU
WILL RELEASE THE RELEASED PARTIES TO THE EXTENT PROVIDED IN
ARTICLE XII OF THE PLAN, UNLESS YOU CHECK THE BOX IN ITEM 4 BELOW
TO "OPT OUT" OF SUCH RELEASE OR FILE AN OBJECTION TO SUCH RELEASE
PRIOR TO THE DEADLINE TO SUBMIT OBJECTIONS TO FINAL APPROVAL AND
CONFIRMATION OF THE COMBINED DISCLOSURE STATEMENT AND PLAN
This ballot (the "Ballot") is being submitted to you by SilverRock Development Company,
LLC and its debtor affiliates (each, a "Debtor" and collectively, the "Debtors") to solicit your vote
to accept or reject the First Amended Combined Disclosure Statement and Joint Chapter 11 Plan
of Liquidation of SilverRock Development Company, LLC and its Debtor Affiliates (as amended,
modified or supplemented from time to time, the "Combined Disclosure Statement and Plan").
The Disclosure Statement contains disclosures explaining the Debtors' plan of liquidation and has
been approved on a conditional basis by order of the United States Bankruptcy Court for the
District of Delaware (the "Court") [Docket No. 951 ] (the "Interim Approval and Procedures
Order") and attached as Exhibit 1 to the Interim Approval and Procedures Order.
The Combined Disclosure Statement and Plan provides information to assist you in
deciding how to vote your Ballot. Court approval of the Combined Disclosure Statement and Plan
does not indicate Court approval of the Plan. If you do not have a copy of the Combined Disclosure
20 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 I, LLC (2247). The location of the Debtors' principal place of business and the
Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101.
Statement and Plan you may obtain a copy free of charge on the webpage of Reliable (the "Voting
Agent") at https://www.bankruptcy-claims.com/silverrock/CaseHome.aspx. Copies of the
Combined Disclosure Statement and Plan are also available: (i) for a fee, on the Court's website,
www.deb.uscourts.gov (a PACER account is required); or (ii) upon request to the Voting Agent by
email at bankruptcy@reliable-co.com with a reference to "SilverRock" in the subject line.
IMPORTANT
You should review the Combined Disclosure Statement and Plan before you vote. You
may wish to seek legal advice concerning the Combined Disclosure Statement and Plan
and your classification and treatment under the Plan. Your Claim has been placed in
Class 15 under the Combined Disclosure Statement and Plan. If you hold Claims in more
than one Class under the Plan, you will only receive a Ballot for the Class in which you are
entitled to vote.
If your Ballot is not actually received by the Voting Agent on or before 5:00 p.m. (ET) on
May 8, 2026 (the "Voting Deadline'), and such deadline is not extended in the sole
discretion of the Debtors, your vote will not count as either an acceptance or rejection of
the Plan. If the Plan is confirmed by the Court, it will be binding on you whether or not
you vote.
SilverRock Ballot Processing
c/o Reliable Companies
Attn: Gene Matthews
1007 North Orange Street, Suite 110
Wilmington, DE 19801
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ACCEPTANCE OR REJECTION OF THE PLAN
Item 1. Vote Amount. For purposes of voting to accept or reject the Plan, as of April 8, 2026
(the "Record Date"), the undersigned (the "Claimant") was a holder of a Class 15 Claim against
the Debtors in the aggregate amount set forth below.
$1,309,880.00
Item 2. Vote on Plan. CHECK ONE BOX ONLY:
�/ ACCEPTS (votes FOR) the Plan.
❑ REJECTS (votes AGAINST) the Plan.
Item 3. Tax Information. Under penalty of perjury, Claimant certifies that:
A. Claimant's correct taxpayer identification number is:
(Social Security Number) - - ,
(or Employer Identification Number) 15 - 314 Q 43 % y "a
B. Claimant is not subject to backup withholding because (please check appropriate
box):
Claimant is exempt from backup withholding;
p p g
❑ Claimant has not been notified by the Internal Revenue Service ("IRS") that
Claimant is subject to backup withholding as a result of a failure to report all interest
or dividends; or
❑ The IRS has notified Claimant that Claimant is no longer subject to backup
withholding.
Item 4. Releases.
IMPORTANT INFORMATION REGARDING THE RELEASES
IF YOU VOTED IN ITEM 2 ABOVE TO ACCEPT OR REJECT THE PLAN, OR IF YOU
DO NOT VOTE IN ITEM 2 ABOVE TO ACCEPT OR REJECT THE PLAN, YOU WILL
BE DEEMED TO HAVE COMPLETELY, ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND FOREVER RELEASED THE RELEASED PARTIES FROM TO
THE EXTENT PROVIDED IN ARTICLE XII OF THE PLAN, UNLESS YOU CHECK
THE BOX BELOW IN THIS ITEM 4 TO "OPT OUT" OF SUCH RELEASE OR FILE AN
OBJECTION TO SUCH RELEASES WITH THE BANKRUPTCY COURT PRIOR TO
THE DEADLINE FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN.
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YOU SHOULD READ THE EXCERPT OF ARTICLE XII.E OF THE PLAN BELOW
PRIOR TO DETERMINING WHETHER TO "OPT OUT" OF SUCH RELEASES AS
CHECKING THE "OPT OUT" BOX WILL HAVE IMPORTANT EFFECT ON ANY
RIGHTS YOU MAY HAVE WITH RESPECT TO THE CITY SETTLEMENT
CONTRIBUTION.
❑ The undersigned Claimant elects not to grant (and therefore OPTS
OUT of) the releases set forth in Article XII of the Plan.
If the Bankruptcy Court confirms the Plan, as of and subject to the occurrence of the Effective
Date, certain release, injunction, and exculpation provisions set forth in Article XII of the Plan will
become effective. In determining how to cast your vote on the Plan, it is important to read the
provisions contained in Article XII of the Plan very carefully so that you understand how such
provisions will affect you and any Claim(s) you may hold against the Released Parties under the
Plan.
Specifically, the releases in Article XII.0 of the Plan provide:
Releases by Holders of Claims. As of the Effective Date, for good and valuable
consideration, including the contributions of the Released Parties in facilitating the
administration of the Chapter 11 Cases and other actions contemplated by the Plan and the
other contracts, instruments, releases, agreements or documents executed and delivered in
connection with the Plan and the Chapter 11 Cases, and subject to Article XII.D, each of the
Releasing Parties shall be deemed to have conclusively, absolutely, unconditionally,
irrevocably and forever, released the Released Parties from any and all claims, interests,
obligations, rights, suits, damages, causes of action (including any and all causes of action
under chapter 5 of the Bankruptcy Code), remedies and liabilities whatsoever, including any
derivative claims or claims asserted or assertible on behalf of the Debtors and the Estates,
whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, fixed or
contingent, matured or unmatured, existing or hereafter arising, in law, equity or otherwise,
that such Releasing Party would have been legally entitled to assert (whether individually or
collectively), based in whole or in part on any act, omission, transaction, event or other
occurrence taking place on or prior to the Effective Date, relating to the Debtors, the Estates,
the Chapter 11 Cases, the Sale Order and the transactions approved thereunder, Combined
Disclosure Statement and Plan or related agreements, instruments or other documents;
provided, however, that nothing in the Plan shall be deemed a waiver or release of any right
of any such Releasing Parties to receive a Distribution pursuant to the terms of the Plan;
provided further, however, that the foregoing provisions of this release shall not operate to
waive, release or otherwise impair any causes of action arising from criminal acts, willful
misconduct, actual fraud, or gross negligence of such applicable Released Party as
determined by Final Order of the Bankruptcy Court or any other court of competent
jurisdiction. For the avoidance of doubt, notwithstanding anything to the contrary in the
Plan, the foregoing release by the Releasing Parties is not, and shall not be deemed to be, in
exchange for a waiver of the Debtors' (or the Litigation Trust's) rights or claims against the
Releasing Parties, including the Debtors' (or the Litigation Trust's) rights to assert setoffs,
recoupments or counterclaims, or to object or assert defenses to any Claim or Interest, and
all such rights and claims are expressly reserved.
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Each Holder of a Claim entitled to vote on the Plan who accepts the Plan will be
deemed to have provided the releases set forth in this Article XII.0 unless such Holder timely
opts out of such release by indicating its decision to not participate in such releases by
checking the appropriate box on its Ballot and returning such Ballot to the Claims and
Noticing Agent or by Filing an objection to such releases prior to the deadline to object to
Confirmation of the Plan.
Section 1542 of the Civil Code of the State of California provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Each Releasing Party that does not timely opt out of the releases set forth in this Article
XII.0 by indicating its decision to not participate in such releases by checking the
appropriate box on its Ballot and returning such Ballot to the Claims and Noticing Agent or
Filing an objection to such releases prior to the deadline to object to Confirmation of the
Plan shall be deemed to have voluntarily waived the rights described in Section 1542 of the
Civil Code of the State of California.
Additionally, Article XII.E of the Plan provides:
1. City Settlement Contribution. Following resolution and payment of any amount
owed to Poppy pursuant to the Poppy Indemnity, and subject to the conditions set forth in this
Article XII.E, the DIP Lender shall pay the City Settlement Offerees the City Settlement
Contribution. The City Settlement Contribution shall be allocated among the eligible City
Settlement Offerees ratably based on the amount which each City Settlement Offeree is entitled to
receive under this Combined Disclosure Statement and Plan on account of its Allowed Secured
Claim in the parcels that are subject to paragraph 5 of Exhibit 3 to the Final DIP Order. To be
eligible to receive any portion of the City Settlement Contribution, the Holder must (a) vote to
accept the Plan, (b) not "opt -out" of granting the Third -Party Release set forth in Article XII.0 of
this Combined Disclosure Statement and Plan, and (c) execute and deliver a general release of all
claims, known and unknown, against the DIP Lender and its Related Parties (in a form to be
included in the Plan Supplement). The payment of the City Settlement Contribution shall be
subject to, and conditioned upon, the determination by the Bankruptcy Court by Final Order(s) of:
(1) the amount, if any, payable to Poppy under the Poppy Indemnity; (2) the aggregate amount of
the City Settlement Contribution; (3) the allowance and amount of the Allowed Secured Claim of
each of the City Settlement Offerees and their eligibility as City Settlement Offerees; and (4) the
allocation of the City Settlement Contribution among the eligible City Settlement Offerees. The
payment of the City Settlement Contribution shall be further subject to and conditioned upon the
Combined Order and (if separate) the Order approving the Allocation Motion having become Final
Orders, without regard to the occurrence of the Effective Date; and the approval of the City
Settlement Contribution by the DIP Lender in accordance with California law. Distributions on
account of the City Settlement Contribution are in addition to distributions to affected creditors
under Article III of this Combined Disclosure Statement and Plan.
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2. By way of illustration as to how the City Settlement Contribution could inure to the
benefit of the City Settlement Offerees, if the Plan is confirmed and Poppy is unsuccessful in
establishing priority on any parcels for which there is an intercreditor dispute, Poppy would only
receive a recovery on account of its lien in Lot A of LLA 2020-0010. Poppy will have been primed
in the amount of $572,123.36 on such parcel, which would leave up to $2,677,876.44 of the City
Settlement Contribution available to qualifying City Settlement Offerees. The City Settlement
Contribution would not be available in a Chapter 7 liquidation.
The definitions of certain defined terms in the releases in Article XILC are defined in the Plan as
follows:
Releasing Parties: All Holders of Claims in Classes 3, 4, S, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15
that vote to accept the Plan and do not timely submit a Release Opt -Out indicating such Holder's
decision to not participate in the releases set forth in Article XILC of the Plan.
Released Parties: Collectively, and in each case: (a) the Debtor Related Parties; (b) the DIP
Lender and the DIP Lender's Related Parties, (c) Keillor, and (d) the EB-5 Lenders; provided,
however, that notwithstanding the foregoing, the Robert Green Parties shall not be Released
Parties.
Effective Date: The date that is the first Business Day on which (a) no stay of the Confirmation
Order is in effect and (b) all conditions precedent to the occurrence of the Effective Date set
forth in Article XIII.B of the Plan have been satisfied or waived in accordance with Article
XII.0 of the Plan.
Item 5. Certification. By signing this Ballot, the Claimant certifies that: (i) on the Record Date,
it was the holder of the Class 15 Claim(s) to which this Ballot pertains or an authorized signatory
for such holder; (ii) it has full power and authority to vote to accept or reject the Plan, make the
opt -out election, and execute and return the Ballot; and (iii) it has received a copy of the Combined
Disclosure Statement and Plan, and other solicitation materials. The undersigned understands that
an otherwise properly completed, executed, and timely -returned Ballot that does not indicate either
acceptance or rejection of the Plan or indicates both acceptance and rejection of the Plan will not
be counted. The undersigned also certifies that its vote on the Plan is subject to all the terms and
conditions set forth in the Combined Disclosure Statement and Plan.
Name of Claimant: City of La Quinta
Signature:
Name (if different from Claimant):
_'D1y l t LJ'E .J
Title:
M
Address: '1 g 4 5 16 TAN121 CZ
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Dated: /v7 /
Please make sure you have provided all information requested in this Ballot. Please read
and follow the instructions set forth in the attached Voting Instructions carefully. Please
complete, sign, and date this Ballot and return it, with your original signature, by mail, hand
delivery or overnight courier so that it is received by the Voting Agent by 5:00 p.m. (ET) on
May 8, 2026.
VOTING INSTRUCTIONS
1. In order for your vote to count, you must:
i. In the boxes provided in Item 2 of the Ballot, indicate either acceptance or
rejection of the Plan by checking the appropriate box; and
ii. Review and sign the certifications in Item 5 of the Ballot. Please be sure to
sign and date your Ballot. Your signature is required in order for your vote
to be counted. If you are completing the Ballot on behalf of an entity,
indicate your relationship with such entity and the capacity in which you
are signing. If the Claim is held by an entity, your Ballot must be executed
in the name of an authorized signatory. In addition, please provide your
name and mailing address if different from that set forth on the attached
mailing label or if no such mailing label is attached to the Ballot.
2. To facilitate distributions under the Plan (to the extent that the Plan is confirmed and
consummated), please complete Item 3, which requests certain tax information that is
necessary to make distributions to Holders of Claims.
3. Review the opt -out election disclosure in Item 4 and determine whether to opt out of the
release provisions provided for in Article XII.0 of the Plan by checking the box in Item 4.
4. To have your vote counted, you must complete, sign, and return this Ballot so that it
is actually received by the Voting Agent not later than 5:00 p.m. (ET) on May 8, 2026.
5. If voting by mail, return the completed Ballot to the Voting Agent in the pre -addressed,
postage pre -paid return envelope enclosed with this Ballot or return it to:
SilverRock Ballot Processing
c/o Reliable Companies
Attn: Gene Matthews
1007 North Orange Street, Suite 110
Wilmington, DE 19801
-7-
6. THE BALLOT YOU SUBMIT MUST BEAR YOUR ORIGINAL SIGNATURE. DO
NOT SUBMIT YOUR BALLOT BY FAX, EMAIL, OR ELECTRONIC
TRANSMISSION. A Ballot submitted by fax, email, or electronic transmission will not be
counted.
7. A Ballot that either indicates both an acceptance and rejection of the Plan or fails to indicate
either an acceptance or rejection of the Plan, will not be counted.
8. You must vote all your Claims within a single Class under the Plan either to acceptor reject
the Plan. A Ballot that partially rejects and partially accepts the Plan will not be counted.
9. If you cast more than one Ballot voting the same Claim prior to the Voting Deadline, the
last properly executed Ballot timely received by the Voting Agent will be deemed to reflect
your intent and shall supersede and revoke any earlier received Ballot. If you cast multiple
Ballots on account of the same Claim, which are received by the Voting Agent on the same
day and at the same time, but which are voted inconsistently, such Ballots shall not be
counted.
10. Any Ballot that is illegible or that contains insufficient information to permit the
identification of the Claimant will not be counted.
11. This Ballot does not constitute, and shall not be deemed to be, a proof of claim against any
of the Debtors or an assertion or admission of a Claim by the Debtors.
12. If you wish to have your Claim temporarily allowed for purposes of voting on the Plan
pursuant to Bankruptcy Rule 3018(a) in a different amount or classification, you must
file with the Court and serve on the Debtors' attorneys no later than 4:00 p.m. ET on
May 1, 2026 a motion seeking such temporary allowance and a notice of hearing on
such motion.
13. It is important that you vote. The Plan can be confirmed by the Court and thereby made
binding on you if it is accepted by the Holders of at least two-thirds in amount and more
than one-half in number of the Claims in each impaired Class who vote on the Plan and if
the Plan otherwise satisfies the applicable requirements of section 1129(a) of title 11 of the
United States Code, as amended (the "Bankruptcy Code'). If the requisite acceptances are
not obtained, the Court nonetheless may, in certain circumstances, confirm the Plan if it
finds that the Plan: (i) provides fair and equitable treatment to, and does not unfairly
discriminate against, the Class or Classes voting to reject the Plan; and (ii) otherwise
satisfies the requirements of section 1129(b) of the Bankruptcy Code. To confirm a plan
over the objection of a dissenting Class, the Court also must find that at least one Impaired
Class has accepted the plan, with such acceptance being determined without including the
acceptance of any "insider" in such Class.
14. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS
CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER
SOLICITATION MATERIALS APPROVED BY THE COURT, INCLUDING,
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WITHOUT LIMITATION, THE COMBINED DISCLOSURE STATEMENT AND
PLAN.
15. PLEASE RETURN YOUR BALLOT PROMPTLY.
IF YOU HAVE ANY QUESTIONS REGARDING THE BALLOT OR THESE VOTING
INSTRUCTIONS, OR IF YOU NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER
ENCLOSED MATERIALS, PLEASE CONTACT THE VOTING AGENT
ELECTRONICALLY, IN WRITING AT BANKRUPTCY@RELIABLE-CO.COM (WITH A
REFERENCE TO "SILVERROCK" IN THE SUBJECT LINE).
PLEASE NOTE THAT THE VOTING AGENT'S STAFF IS NOT PERMITTED TO GIVE
LEGAL ADVICE. YOU SHOULD CONSULT AN ATTORNEY FOR ANY LEGAL ADVICE
RELATING TO THIS BALLOT OR THE OTHER DOCUMENTS REFERENCED HEREIN.
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SilverRock Ballot Processing
c/o Reliable Companies
Attn: Gene Matthews
1007 forth Orange Street, Suite 110
Wilmington, DE 19801