In re

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
CORDJLLERA GOLF CLUB, LLC
1
dba The
Club at Cordillera,
Case No. 12- I 1893 (CSS)
Debtor.
DECLARATION OF HAROLD BORDWIN IN SUPPORT OF AND JOINDER TO
OBJECTION TO MOTION TO CHANGE VENUE
..................... ___ ------- -----------
L I larold Bordwin. declare under penalty ofpe1jury, the following:
l. l am a principal of GA Keen Realty Advisors, LLC (GA Keen), a nationally
recognized real estate advising firm. A true and correct copy of my curriculum vitae is att8ched
to this decimation as Exhibit 1. Unless otherwise stated, 1 have person8l knovvledge of the facts
stated herein.
2. 1n my 24 year career advising financially distressed businesses, I have advised
hundreds of companies involved in restructurings and work-outs in Chapter 11, Chapter 7 and
out of court. ad\'ising on and executing strategies for strategic sales ofreal property and
businesses. restructuring, and recapitalizations. I believe that l haw a stellar national reputi.ltion
for pro' iding top-quality. ethical advice to my clients.
3. In or about June, 2012. Cordillera Golf Club. LLC (the "Debtor") retained GA
Keen as ib Real Estate Advisor to assist and advise Debtor in evaluating its asset portfolio and
business for the purposes or evaluating business plan alternatives that may form the basis of a
1
Th.: Debtor in this ,haptcr II case, and the last four digits of its employer tnx identification number, is XX-
XXX 1317. The corpornte heilclqunrlers address for the Debtor is 97 Main Street, Suite E:Z02, Edwnrds, Colorado
81632.
4818-0096-1040 i
corporate reorganization. In particular. among other services to be provided, Keen was advised
to assist the Debtor in the raising of debt and/or equity capital and/or the closi1'lg ofajoint
venture in order to: (a) fund a plan of reorganization in the Debtor's bankruptcy, (b) refinance
the Debtor's property, (c) recapitalize Debtor or an entity owned or controlled by Debtor, (d) buy
all or a port ion of the secured debt currently en cum bering the Debtor's Property, and/or e)
provide DIP !'inancing.
4. On May 23-24, 2012. l personally traveled to Cordillera to inspect the Debtor's
physical assets, to meet with management, to meet with David Wilhelm (and Patrick Wilhelm by
telephone). and to assess the overall future business prospects for the Club. I was impressed with
the beauty or the courses and the overall quality or the facilities, the devotion and competence of
mr111agcmcnt and O\ era!! atmosphere at the Club. 1 knew immediately that whatever its past. the
Club's ruture \\aS not a liquidation.
5. In my opinion. and based upon my extensive experience. the Debtor has an
excellent chance to emerge i]om these chapter II proceedings with a viable business plan to
repay creditors. 'The Club has a positive future, and with the proposal of a business plan to deal
with the pending litigation and a revitalized capital restructure, is poised to regain it's
prominence as a leading golrclub in the Vail Valley.
6. I am informed and believe, based upon my conversations with Debtor's
management, that prior to the filing of the bankruptcy petition, Alpine Bank had refused to enter
into any kind of work-out or extension agreement with the Debtor.
7. During a meeting while visiting the Debtor's premises, it was clearly expressed to
me that the dissension and acrimony being expressed by a small but vocal minority of club
4818-0096-1040 1
members v\as having a devastating impact on the Club and the real estate values in the
surrounding area.
8. It was equally made clear that the perception was that the members not directly
invohed in the dispute felt pressure to support the more vocal members, including withholding
their membership clues while they wt1ited to see whether sufficient pressure could result in a
power play to Ioree the current ownership to sell the Club to them.
9. During rny visit at the Club, Dan Fitchett. David Wilhelm and I had a confidential
dinner meeting\\ ith ~ c v e r a ! !oczd Vail-area bankers to discuss, at a high level, a possible go-
forward banking relationship with the Club.
10. Although there was strong interest in a future banking relationship with David
Wilhelm and strong support for the Club, I left the meeting with the impression that the stigma
associated with the member dispute would affect any local relationship until the member dispute
\\as resol\ed. lhis sentiment was expressed by other business contacts l have in the Cordillera
area.
11. Based upon that feedback from these confidential meetings, I quickly developed
concerns about being able to source capital from the Rocky Mountain region for the Club.
12. In connection \\ ith the Club's retention of GA Keen, we reached out to several
sophisticctted capital sources throughout the Country in an effort to locate DIP financing and to
lxgin the process or identif) ing u .IV partner Cor the Debtor's reorganization.
ln a very short time. \\c hac! se\ era\ interested parties. almost exclusively located in the metro
New York market. I !eel the Company in meetings and negotiations with se\'eral potential
!'unding sources.
3
4818-0096-1 040.1
l) In the current em ironment with the cloud of litigation 0\er the Colorado market.
it became clear that the best possible restructuring for the Club would likely come !'rom financial
sources located in the Northeast financial markets and possibly other markets outside of the
Rocky Mountain region.
Furthermore. !'rom the confidential comersations that I had it was clear from the
capital sources that the) \\ere most comfortable \Vith funding some imestment so long as the
Debtor's chapter II was filed either in Delaware or the SONY.
!5. Among se\ ernl alternntives that were presented to the Debtor, the Debtor has
entered into a DIP lending commitment with New York-based Northlight Financial in an amount
that not on!) suf!'icient to pro\ide stabilization of the Debtor's business, but on its face
e\ the likelihood of a rehabilitation. and not a liquidation. of the Debtor.
16. \\'hnte\er the Dcbtor"s past. its future financial 8ffairs appear most likely to be
gmunded in the financial markets ofthe Northeast. Because the capital sources-- particularly
those with Chapter 1 1 ure so heavily concentrated in the Northeast and because
those capital :-,ourccs arc comtortable \\ith the Delcmnre and SONY courts, I believe that the
likelihood o!' a successful rchabilitntion and capital restructuring for the Debtor is greatly
\\ith its chnpter II case pending in a NY or DE bnnkruptcy court.
17. I am confident we can effectuate a capital restructuring for this Debtor among the
players in the NY and Northeast-based financial markets.
[declare under pcn8lty of perjury under the lrms of the United States of America that the
foregoing is true and correct e:-;ccpt tor those matters stated on information and belief and as to
those. I belic\e them to be true. becutecl this or July. 2012, at ;L?t1JJ, n/t
4B 18-0096-1040 1
Dated: Jul; / j. 2012
5
481 8-00961 040 1