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HomeMy WebLinkAbout2026-04-27 Subpoena Notice of Intent - Poppy BankIN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SILVERROCK DEVELOPMENT COMPANY, LLC, et al.,1 Debtors. Chapter 11 Case No. 24-11647 (MFW) (Jointly Administered) Related to Doc. No. 913 POPPY BANK'S NOTICE OF INTENT TO ISSUE SUBPOENA ON THE CITY OF LA QUINTA, CALIFORNIA PLEASE TAKE NOTICE that, in connection with the Debtors' Amended Motion for Entry of an Order (I) Determining the Value of the Secured Claims of Certain Creditors Pursuant to 11 U.S.C. § 506(a) of the Bankruptcy Code and Bankruptcy Rule 3012; (II) Establishing the Amount to be Paid on Account of SR Land's TIC Interest; and (III) Granting Related Relief [D.I. 913] (the "Motion"), and pursuant to Rules 30(b)(6) and 45 of the Federal Rules of Civil Procedure (the "Federal Rules"), made applicable to the Motion by Rules 9014 and 9016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), Poppy Bank intends to serve a Subpoena, in the form attached hereto as Exhibit A, on the City of La Quinta, California (the "City") c/o Bradford F. Englander, Esq., Whiteford Taylor & Preston LLP, 3190 Fairview Park Drive, Suite 800, Falls Church, VA 22042. PLEASE TAKE FURTHER NOTICE that the City shall produce one or more witnesses pursuant to Federal Rule 30(b)(6) and Bankruptcy Rule 7030 (collectively, the "Witness"), and is 1 The Debtor 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) (collectively, the "Debtors"). The location of the Debtor's principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 57759301.1 04/27/2026 Docket No. 1004 Date Filed: 04/27/26 commanded to produce documents pursuant to the Subpoena, a copy of which is annexed hereto, on or before May 11, 2026 at 10:00 a.m. ET at the offices of Saul Ewing LLP, 1201 N. Market Street, Suite 2300, Wilmington, Delaware 19801, Attention: Mark Minuti, Esq., counsel to Poppy Bank. PLEASE TAKE FURTHER NOTICE that, pursuant to Federal Rules 30(b)(6) and 45, made applicable to this proceeding by Bankruptcy Rules 7030 and 9016, Poppy Bank will take the deposition (the "Deposition") of the Witness(es) on May 14, 2026 at 10:00 a.m. ET or at such other date and time as agreed by the parties. PLEASE TAKE FURTHER NOTICE that the Deposition will be taken remotely via Zoom before a certified court reporter, notary public, or other officer authorized by law to administer an oath, will continue from day to day until completed, and will be recorded by stenographic and/or audiovisual means. The testimony at the Deposition may be recorded by videographic and stenographic means. You are invited to participate to the extent permitted by the Federal Rules or the Bankruptcy Rules. -2- 57759301.1 04/27/2026 Dated: April 27, 2026 SAUL EWING LLP By: /s/MarkMinuti Mark Minuti (DE No. 2659) Monique B. DiSabatino (DE No. 6027) Paige N. Topper (DE No. 6470) 1201 North Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6800 Email: mark.minuti@saul.com monique.disabatino@saul.com paige.topper@saul.com -and- ABBEY, WEITZENBERG, WARREN & EMERY Mitchell B. Greenberg (admitted pro hac vice) 100 Stony Point Rd., Suite 200 Santa Rosa, CA 95401 Telephone: (707) 542-5050 Email: mgreenberg@abbeylaw.com -and- STOEL RIVES LLP John S. Kaplan (pro hac vice to be filed) 600 University Street, Suite 3600 Seattle, WA 98101 Telephone: (206) 386-7524 Email: john.kaplan@stoel.com -and- Kirsten Worley (pro hac vice to be filed) 501 West Broadway, Suite 2000 San Diego, CA 92101 Telephone: (858) 602-4909 Email: kirsten.worley@stoel.com Counsel to Poppy Bank -3- 57759301.1 04/27/2026 EXHIBIT A Subpoena 57759301.1 04/27/2026 B2560 (Form 2560- Subpoena to Testify at a Deposition in a Bankruptcy Case or Adversary Proceeding) (12/15) UNITED STATES BANKRUPTCY COURT For the District of Delaware In re: SilverRock Development Company, LLC, et al., Case No. 24-11647 (MFW) Debtors. Chapter 11 SUBPOENA TO TESTIFY AT A DEPOSITION IN A BANKRUPTCY CASE (OR ADVERSARY PROCEEDING) TO: The City of La Quinta, California c/o Bradford F. Englander, Esq., Whiteford Taylor & Preston LLP, 3190 Fairview Park Drive, Suite 800, Falls Church, VA 22042. ® Testimony: YOU ARE COMMANDED to appear at the time, date, and place set forth below to testify at a deposition to be taken in this bankruptcy case (or adversary proceeding). If you are an organization, you must designate one or more officers, directors, or managing agents, or designate other persons who consent to testify on your behalf about the following matters, or those set forth in an attachment. PLACE The Deposition will be taken remotely via Zoom before a certified court reporter, notary public, or other officer authorized by law to administer an oath, will continue from day to day until completed. Zoom instructions will be provided prior to the Deposition. DATE AND TIME May 14, 2026 at 10:00 am (EST) The deposition will be recorded by this method: Videographic or Stenographic means. stored Production: You, or your representatives, must provide by May 11, 2025 at 10:00 a.m. (EST), the following documents, electronically information, or objects, and must permit inspection, copying, testing, or sampling of the materials: See Rider attached hereto. The following provisions of Fed. R. Civ. P. 45, made applicable in bankruptcy cases by Fed. R. Bankr. P. 9016, are attached — Rule 45(c), relating to the place of compliance; Rule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e) and 45(g), relating to your duty to respond to this subpoena and the potential consequences of not doing so. I SUING OFFICER SIGNATURE AND TITLE DATE April 27, 2026 ark Minuti, Esq., Saul Ewing L P, counsel to Poppy Bank The name, address, email address, and telephone number of the attorney representing Poppy Bank, who issues or requests this subpoena, are: Mark Minuti, Esq., Saul Ewing LLP, 1201 North Market Street, Suite 2300, Wilmington, DE 19801, mark.minuti@saul.com, (302) 421- 6840 Notice to the person who issues or requests this subpoena If this subpoena commands the production of documents, electronically stored information, or tangible things, or the inspection of premises before trial, a notice and a copy of this subpoena must be served on each party before it is served on the person to whom it is directed. Fed. R. Civ. P. 45(a)(4). 57759337.14/27/26 B2560 (Fore 2560- Subpocna to l esufy at a Depos,non in a Banktuptcv Case or Adversary Proceeding) (12/15) PROOF OF SERVICE (This section should not be filed with the court unless required by Fed. R. Civ. P. 45.) I received this subpoena for (name of individual and title, if any): on (date) n I served the subpoena by delivering a copy to the named person as follows: n I returned the subpoena unexecuted because on (date) : or Unless the subpoena was issued on behalf of the United States, or one of its officers or agents, I have also tendered to the witness the fees for one day's attendance, and the mileage allowed by law, in the amount of $ My fees are $ for travel and $ for services, for a total of $ I declare under penalty of perjury that this information is true and correct. Date: Server's signature Printed name and title Server's Address Additional information concerning attempted service, etc.: 57759337 1 4/27/26 Federal Rule of Civil Procedure 45(c), (d), (e), and (g) (Effective 12/1/13) (made applicable in bankruptcy cases by Rule 9016, Federal Rules of Bankruptcy Procedure) (c) Place of compliance. (I) For a Trial, Hearing, or Deposition. A subpoena may command a person to attend a trial, hearing, or deposition only as follows: (A) within 100 miles of where the person resides, is employed, or regularly transacts business in person; or (B) within the state where the person resides, is employed, or regularly transacts business in person, if the person (i) is a party or a party's officer; or (ii) is commanded to attend a trial and would not incur substantial expense. (2) For Other Discovery. A subpoena may command: (A) production of documents, or electronically stored information, or things at a place within 100 miles of where the person resides, is employed, or regularly transacts business in person; and (B) inspection of premises, at the premises to be inspected. (d) Protecting a Person Subject to a Subpoena; Enforcement. (I) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena. The court for the district where compliance is required must enforce this duty and impose an appropriate sanction — which may include lost earnings and reasonable attorney's fees —on a party or attorney who fails to comply. (2) Command to Produce Materials or Permit Inspection. (A) Appearance Not Required. A person commanded to produce documents, electronically stored information, or tangible things, or to pennit the inspection of premises, need not appear in person at the place of production or inspection unless also commanded to appear for a deposition, hearing, or trial. (B) Objections. A person commanded to produce documents or tangible things or to permit inspection may serve on the party or attorney designated in the subpoena a written objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the premises —or to producing electronically stored information in the form or forms requested. The objection must be served before the earlier of the time specified for compliance or 14 days after the subpoena is served. If an objection is made, the following rules apply: (i) At any time, on notice to the commanded person, the serving party may move the court for the district where compliance is required for an order compelling production or inspection. (ii) These acts may be required only as directed in the order, and the order must protect a person who is neither a party nor a party's officer from significant expense resulting from compliance. (3) Quashing or Modifying a Subpoena. (A) When Required. On timely motion, the court for the district where compliance is required must quash or modify a subpoena that: (i) fails to allow a reasonable time to comply; (ii) requires a person to comply beyond the geographical limits specified in Rule 45(c); (iii) requires disclosure of privileged or other protected matter, if no exception or waiver applies; or (iv) subjects a person to undue burden. (B) When Permitted. To protect a person subject to or affected by a subpoena, the court for the district where compliance is required may, on motion, quash or modify the subpoena if it requires: (i) disclosing a trade secret or other confidential research, development, or commercial information; or (ii) disclosing an unretained expert's opinion or information that does not describe specific occurrences in dispute and results from the expert's study that was not requested by a party. (C) Specifying Conditions as an Alternative. In the circumstances described in Rule 45(d)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or production under specified conditions if the serving party: (i) shows a substantial need for the testimony or material that cannot be otherwise met without undue hardship; and (ii) ensures that the subpoenaed person will be reasonably compensated. (e) Duties in Responding to a Subpoena. (1) Producing Documents or Electronically Stored Information. These procedures apply to producing documents or electronically stored information: (A) Documents. A person responding to a subpoena to produce documents must produce them as they are kept in the ordinary course of business or must organize and label them to correspond to the categories in the demand. (B) Form for Producing Electronically Stored Information Not Specified. If a subpoena does not specify a fonn for producing electronically stored information, the person responding must produce it in a form or forms in which it is ordinarily maintained or in a reasonably usable form or forms. (C) Electronically Stored Information Produced in Only One Form. The person responding need not produce the same electronically stored information in more than one form. (D) Inaccessible Electronically Stored Information. The person responding need not provide discovery of electronically stored information from sources that the person identifies as not reasonably accessible because of undue burden or cost. On motion to compel discovery or for a protective order, the person responding must show that the information is not reasonably accessible because of undue burden or cost. If that showing is made, the court may nonetheless order discovery from such sources if the requesting party shows good cause, considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the discovery. (2) Claiming Privilege or Protection. (A) Information Withheld. A person withholding subpoenaed information under a claim that it is privileged or subject to protection as trial -preparation material must: (i) expressly make the claim; and (ii) describe the nature of the withheld documents, communications, or tangible things in a manner that, without revealing information itself privileged or protected, will enable the parties to assess the claim. (B) Information Produced. If information produced in response to a subpoena is subject to a claim of privilege or of protection as trial - preparation material, the person making the claim may notify any party that received the information of the claim and the basis for it. After being notified, a party must promptly return, sequester, or destroy the specified information and any copies it has; must not use or disclose the information until the claim is resolved; must take reasonable steps to retrieve the information if the party disclosed it before being notified; and may promptly present the information under seal to the court for the district where compliance is required for a determination of the claim. The person who produced the information must preserve the information until the claim is resolved. (g) Contempt. The court for the district where compliance is required — and also, after a motion is transferred, the issuing court — may hold in contempt a person who, having been served, fails without adequate excuse to obey the subpoena or an order related to it. 57759337.1 4/27/26 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: SILVERROCK DEVELOPMENT COMPANY, LLC, et al.,1 Debtors. Chapter 11 Case No. 24-11647 (MFW) (Jointly Administered) RIDER TO SUBPOENA Unless the context of a specific request requires otherwise, the following definitions and instructions shall apply to the Subpoena: 1. The "City" means and refers to city of La Quinta, California, any subdivision thereof, and any and all other persons acting on behalf of, acting for, purporting to act for, or subject to or under the control of the city, together with their officers, directors, employees, agents, attorneys, associates and representatives. 2. "TBE" means and refers to TBE RE Acquisition Co. II LLC and includes any predecessors, successors, assigns, affiliates, subsidiaries, divisions, partners, parents, joint ventures and any and all other persons acting on behalf of, acting for, purporting to act for, or subject to or under the control of such entities, together with their officers, directors, employees, agents, attorneys, associates and representatives. 3. The term "Motion" means and refers to the Amended Motion for Entry of an Order (I) Determining the Value of the Secured Claims of Certain Creditors Pursuant to 11 U.S.C. § The Debtor 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) (collectively, the "Debtors"). The location of the Debtor's principal place of business and the Debtors' mailing address is 343 Fourth Avenue, San Diego, CA 92101. 57759346.1 04/27/2026 506(a) of the Bankruptcy Code and Bankruptcy Rule 3012; (II) Establishing the Amount to be Paid on Account of SR Land's TIC Interest; and (III) Granting Related Relief [Docket No. 913]. 4. The term "Purchased Assets" shall have the meaning given to such term in the Sale Order [Docket No. 759]. 5. The term "Petition Date" shall mean August 5, 2024. 6. The term "Development Agreement" means and refers to the Reinstated and Amended Development Agreement By and Between the City of La Quinta and TBE RE Acquisition Co II LLC an Affiliate of Turnbridge Equities (Development Agreement 2025-0001) which was adopted by the City Council of the City of La Quinta, California on October 7, 2025 by Ordinance No. 626. 7. The term "Documents" has the broadest meaning prescribed in Rule 34 of the Federal Rules of Civil Procedure and means any original and every non -identical copy or reproduction of any document, writing, or record that is in TBE's possession, custody, or control, including, for example, but not limited to: any written, printed, typed, or other graphic matter of any kind or nature; any physical object or thing, animate or inanimate; all mechanical, magnetic, digital, or electric sound or video recordings or transcripts thereof; any retrievable data, communication (including, but not limited to, electronic mail and texts), information, or statistics contained on any memory device or other information storage and retrieval systems (whether stored, encoded, taped, or coded electrostatically, electromagnetically, optically, digitally, or otherwise); and also without limitation, agreements, blueprints, books, catalogs, charts, compilations, conversations, correspondence, descriptions, diagrams, diaries, directives, drawings, datasheets, electronic recordings, facsimile transmissions, files, films, graphs, inspection reports, interoffice memorandums, instructions, letters, maps, manuals, measurements, memoranda, 2 minutes, motion pictures, notes, notebooks, notices, pamphlets, periodicals, photocopies, photographs, plans, plats, proposals, publications and published or unpublished speeches or articles, recordings, records, sampling results, laboratory reports, reports, reproductions, samples, schedules, sketches, specifications, statements, studies, summaries, surveys, telecopies, telegrams, telephone call slips, and transcripts of telephone conversations, test results, transcripts, videotapes, worksheets, and working papers that are in TBE's possession, custody or control, wherever located. "Document" shall also mean all copies of documents, by whatever means made (including, but not limited to, carbon, handwritten, microfilmed, telecommunicated, photo static or xerographic copies), and include all non -identical copies (whether different from the original because of any alterations, notes, comments or other material contained thereon or attached thereto, or otherwise). "Document" shall also include any and all data compilations from which information can be obtained. 8. The terms "Communication" or "Communications" shall mean any communication regardless of the manner in which communications took place, including, but not limited to, personal conversations, correspondence, electronic or computer mail, social media posts and responses, telephone calls, facsimile communications, voicemail, or telegrams. 9. The terms "reflecting," "regarding," "concern," or "concerning" shall mean evidencing, constituting, consisting of, pertaining to, referring to, relating to, reflecting, discussing in any way, or having any logical or factual connection, directly or indirectly, with the subject matter identified in a document production request below. 10. The term "refer," "relate," or "respecting" shall be construed in the broadest sense to mean information (1) which contains or comprises any communication (including representations, requests, demands, studies, analyses, and the like) referred to in these Requests, 3 or (2) information which discusses, mentions or refers, whether directly or indirectly, to the subject matter of the Request, and shall include, but not be limited to, the following meanings: relevant to, containing, recording, discussing, mentioning, noting, supporting, memorializing, summarizing, analyzing, commenting upon, describing, demonstrating, reflecting, regarding, evidencing, concerning, pertaining and/or constituting, in whole or in part, the matters set forth. 11. "Person" means any natural person or any entity, including, but not limited to, sole proprietorships, partnerships, corporations, associations, joint ventures, or any other legally recognized entity of any description whatsoever. 12. The terms "and" and "or" shall be understood as either conjunctive or disjunctive, whichever is more inclusive in content. 13. The terms "any" and "all" shall be considered to include "each and every." 14. The singular form of a noun or pronoun shall be considered to include within its meaning the plural form of a noun or pronoun so used, and vice versa. 15. The terms "including" and "includes" mean "including but not limited to." 16. Unless otherwise indicated, the terms "identify" and "identity" as used in these Requests shall mean: (a) With respect to an individual, to state: the person's first and last name, last known place of employment, last known home address, and last known telephone numbers; (b) With respect to a person other than an individual, to state: its full name and the address of its principal place of business; (c) With respect to a document, to state: its description (e.g., letter, report, memorandum); its title, date, and number of pages; the date of preparation, 4 receipt and/or filing or other disposition; its subject matter; identity of its author and signer; identity of its addressee or recipient; and its custodian; and (d) With respect to a communication, to state: its date and place where it occurred; its substance; the identity of each person who made any statement, to whom a statement was made, and who was present when any statement was made; if by telephone or other remote means, the identity of all persons participating and the places where such persons were located at the time of the conversation; and the identity of all notes, memoranda or other documents memorializing, referring to or relating to the subject matter of the communication. INSTRUCTIONS 1. In responding to the Subpoena, the City is required to furnish all information, documents and things that are in the City's possession, custody, or control. 2. In responding to this Subpoena, the City must make a diligent search of all information, documents, and things that are in your possession, custody, or control. 3. In interpreting the documents requested to be produced in this Subpoena, Definitions, and Instructions: any masculine, feminine, or neuter term includes all other genders; the singular includes the plural and the plural includes the singular; and "or," "and," "and/or," and "including" shall be read inclusively rather than exclusively. 4. Unless otherwise specified in specific document production request, this Subpoena seek information from the Petition Date to the present. 5. If the City is withholding any document under a claim of privilege (including but not limited to the attorney -client privilege and/or the work product doctrine), provide a statement identifying: 5 (a) the type of document; (b) the general subject matter of the document; (c) the date of the document; (d) such other information as is sufficient to identify the document, including, where appropriate, the author, addressees, custodian, and any other recipient of the document, and where not apparent, the relationship of the author, addressee, custodian, and any other recipient to each other, in a manner that, without revealing the information claimed to be protected, will enable this party to assess the applicability of the privilege or protection claimed by the City; (e) the nature and basis of the privilege claimed; (f) if the privilege claimed is the attorney -client privilege, an indication of which author(s) or addressee(s) is/are attorney(s); and (g) any other information necessary to support the claim of privilege. 6. When a document contains both privileged and non -privileged material, the non - privileged material must be disclosed to the fullest extent possible without thereby disclosing the privileged material. If a privilege is asserted with regard to part of the material contained in a document, the party claiming the privilege must clearly indicate the portions as to which the privilege is claimed. When a document has been redacted or altered in any fashion, identify as to each document the reason for the redaction or alteration, the date of the redaction or alteration, and the person performing the redaction or alteration. Any redaction must be clearly visible on the redacted document. 6 7. If the requested documents are maintained in a file, the file folder is to be included in the request for production of those documents. 8. To the extent information is maintained in hard copy form, the information may be produced in electronic form if feasible. 9. If a document is in a language other than English, produce both the original and any translation thereof if available. DOCUMENTS TO BE PRODUCED 1. All valuations or appraisals of any or all of the Purchased Assets, or any portion thereof, created from January 1, 2019 through the present, in the City's possession, custody or control. 2. All Documents or Communications in the City's possession, custody or control relating to the tax assessments performed by the Riverside County Tax Assessor on the Purchased Assets from the Petition Date to the present. 3. All Documents and Communications produced to the City by any party or third party in the instant chapter 11 case related to the Motion. 4. All Documents and Communications produced by the City to any party or third party in the instant chapter 11 case related to the Motion. 5. All Documents and Communications that the City intends to rely upon or move into evidence at any hearing on the Motion. 6. All Documents and Communications concerning the Cushman & Wakefield Appraisal Report regarding the Purchased Assets dated October 7, 2025. 7. All Documents and Communications between the City and TBE which refer or relate to TBE's development plans for the Purchased Assets, from January 1, 2025 to the present. 7 8. All Documents and Communications between the City and TBE which refer or relate to the valuation of the Purchased Assets or any of the individual parcels of the Purchased Assets. 9. All Documents and Communications which refer or relate to any actual or contemplated changes to the Development Plan. 10. All Documents and Communications between the City and any expert witness who will be providing testimony at the hearing on the Motion, regarding the issues raised by Debtors' Motion. 11. All Documents and Communications which refer or relate to the allocation of value among the Purchased Assets. DEPOSITION TOPICS 1. Valuations or appraisals of any or all of the Purchased Assets, or any portion thereof, created from January 1, 2019 through the present, in the City's possession, custody or control. 2. The tax assessments performed by the Riverside County Tax Assessor on the Purchased Assets from the Petition Date to the present. 3. Documents and Communications by and between the City and any party or third party in the instant chapter 11 case related to the Motion. 4. All Documents and possible testimony that the City intends to rely upon or move into evidence at any hearing on the Motion. 5. The Cushman & Wakefield Appraisal Report regarding the Purchased Assets dated October 7, 2025. 8 6. TBE's development plans for the Purchased Assets from January 1, 2025 to the present. 7. The valuation of the Purchased Assets or any of the individual parcels of the Purchased Assets. 8. The Development Agreement and any actual or contemplated changes thereto. 9. Documents and Communications between the City and any expert witness who will be providing testimony at the hearing on the Motion, regarding the issues raised by Debtors' Motion. 10. The allocation of value among the Purchased Assets. 9