Silverpeak Real Estate Partners L.P.

Allegations: SHAREHOLDER DERIVATIVE COMPLAINTS Status: Pending Summary: MARK A. WALSH, AS ONE OF THE FIVE FORMER DIRECTORS OF DIAMONDPEAK HOLDINGS CORP. ("DIAMONDPEAK"), IS NAMED AS A DEFENDANT IN PENDING STOCKHOLDER LAWSUITS RELATED TO THE OCTOBER 2020 MERGER BETWEEN DIAMONDPEAK AND LORDSTOWN MOTORS CORP ("LORDSTOWN"). NONE OF THE ACTIONS ARE REGULATORY MATTERS, BUT RATHER SEEK DAMAGES ON BEHALF OF DIAMONDPEAK AND/OR LORDSTOWN STOCKHOLDERS RELATED TO STATEMENTS MADE IN THE PROXY FILING PRIOR TO THE MERGER AND OTHER STATEMENTS MADE BY LORDSTOWN BEFORE AND AFTER THE MERGER. ON JUNE 27, 2023, LORDSTOWN AND TWO OF ITS SUBSIDIARIES COMMENCED CHAPTER 11 PROCEEDINGS IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE. FOLLOWING THE FILING OF THE CHAPTER 11 PROCEEDING, LORDSTOWN FILED A SUGGESTION OF BANKRUPTCY IN EACH OF THE BELOW MATTERS. FIRST, A STOCKHOLDER DERIVATIVE COMPLAINT AGAINST SEVERAL LORDSTOWN EXECUTIVES, AND THE MEMBERS OF LORDSTOWN'S AND DIAMONDPEAK'S BOARDS OF DIRECTORS, IS PENDING IN THE U.S. DISTRICT COURT OF THE NORTHERN DISTRICT OF OHIO. THE ACTION IS ENTITLED THAI V. BURNS, NO. 21-CV-1267 (N.D. OHIO), AND IS CURRENTLY STAYED. SECOND, A CONSOLIDATED STOCKHOLDER DERIVATIVE COMPLAINT IS PENDING AGAINST SEVERAL LORDSTOWN EXECUTIVES, AND THE MEMBERS OF LORDSTOWN'S AND DIAMONDPEAK'S BOARDS OF DIRECTORS, IN THE U.S. DISTRICT COURT FOR THE DISTRICT OF DELAWARE. THE ACTION IS ENTITLED IN RE LORDSTOWN MOTORS CORP. SHAREHOLDER DERIVATIVE LITIGATION, NO. 21-CV-604 (D. DEL.), AND IS LIKEWISE STAYED. THIRD, TWO STOCKHOLDER DERIVATIVE ACTIONS AGAINST SEVERAL LORDSTOWN EXECUTIVES, AND THE MEMBERS OF LORDSTOWN'S AND DIAMONDPEAK'S BOARDS OF DIRECTORS, WERE FILED IN THE DELAWARE COURT OF CHANCERY AND HAVE BEEN CONSOLIDATED UNDER THE CASE NAME IN RE LORDSTOWN MOTORS CORP. STOCKHOLDER DERIVATIVE LITIGATION, NO. 2021-1049 (DEL. CH.). THIS CASE IS LIKEWISE STAYED. IN ADDITION, A CONSOLIDATED ACTION ALLEGING DIRECT BREACH OF FIDUCIARY CLAIMS AGAINST DIAMONDPEAK'S BOARD WAS FILED IN THE DELAWARE COURT OF CHANCERY. THE ACTION IS ENTITLED IN RE LORDSTOWN MOTORS CORP. STOCKHOLDERS LITIGATION, NO. 2021-1066 (DEL. CH.). ON MARCH 4, 2024, THE PARTIES ENTERED INTO A STIPULATION AND AGREEMENT OF SETTLEMENT, COMPRMISE, AND RELEASE TO RESOLVE THIS LITIGATION. FINAL APPROVAL OF THE SETTLEMENT IS PENDING, AND THE COURT HAS SCHEDULED THE SETTLEMENT APPROVAL HEARING FOR JUNE 25, 2024. FOR THE AVOIDANCE OF DOUBT, THE FIRM'S ADVISORY AFFILIATES DID NOT AND DO NOT CONSIDER THE ABOVE MATTERS TO BE MATERIAL TO ADVISORY CLIENTS, BUT HAVE DISCLOSED THE DETAILS BASED ON A CONSERVATIVE INTERPRETATION OF THE FORM ADV INSTRUCTIONS. FOR ADDITIONAL INFORMATION, PLEASE REFER TO WWW.ADVISERINFO.SEC.GOV.