GoldenPeaks - Chapter 11 Case Summary

Business Description

Headquartered in Malta, GoldenPeaks Poland Holding Limited ("Debtor TopCo"), along with its Debtor and non-Debtor affiliates⁽¹⁾ (collectively, "GoldenPeaks" or the "Company"), is an independent renewable energy power producer in Eastern Europe and the largest owner of solar photovoltaic assets in Poland.

• The Company has developed an operational portfolio of 0.7 GW of solar photovoltaic power, with a further 1.4 GW of financed and under-construction solar projects targeting 2.1 GW of total solar generation, as well as more than 1.5 GWh of battery energy storage systems with capacity market contracts.
• As the largest solar photovoltaic owner-operator in Poland, GoldenPeaks holds seven operational projects, three partially operational or in-construction projects, and five ready-to-build projects (each, a "Solar Project").

The Debtors have historically operated as part of a larger group of companies providing a vertically integrated renewable energy platform — spanning project development and engineering, financing and structuring, supply chain management, construction and commissioning, asset operations, and commercial and energy sales. The corporate entity providing those services, however, is now defunct and can no longer provide the critical services needed to preserve the Debtors' value, prompting the Debtors to separate from the wider group and establish an independent operating company around the Company's solar projects in Poland.

During 2025, the Company generated $63 million in revenue from the sale of power and did not record any project sales. At its peak, the Company employed more than 250 employees; the Debtors currently have no employees.

The Company's funded debt consists of approximately (i) $1.015 billion of construction-period and long-term funded debt, primarily at Debtor-controlled portfolio companies, and (ii) $550 million of corporate-level funded debt. Brookfield Infrastructure Debt Fund II-A Europe (UK) Limited, Brookfield Infrastructure Debt Fund III Europe (UK) Limited and Blumont Annuity Company (collectively, "Brookfield") are the corporate lenders to the Poland Portfolio.

Of the Company's approximately 368 entities, 40 — incorporated in Malta, Poland and the United States — have filed for Chapter 11 protection, with additional filings anticipated in the coming days and weeks. The Debtors commenced the Chapter 11 Cases to obtain the protections of the automatic stay, secure the funding necessary to meet critical operational needs, and ensure a smooth transition into bankruptcy.

⁽¹⁾ The non-Debtor affiliates generally include (i) the Company's operations and maintenance segment, which operates through non-Debtor affiliate Spectris Energy sp. z o.o. ("Spectris"), which has applied for remedial proceedings in the District Court of Warsaw, Poland, and (ii) subject to certain exceptions, solar project companies and related affiliates, which did not have the ability or need to file.

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Corporate History

GoldenPeaks was founded in 2006 by Adriano Agosti and Daniel Tain (together, the "Founders") to develop, finance, own, and operate solar projects in Eastern Europe. The Founders — historically supported by a team of professionals in Malta and a dedicated financing team based in London — aimed to build a vertically integrated renewable energy producer capable of financing, developing, constructing, operating, and selling solar power projects, capitalizing on employee expertise in project development and power purchase agreement negotiations.

• Over the past two decades, the Company has grown significantly — increasing the average size of its solar projects and expanding its portfolio — to become one of the largest European independent green power producers.

Organizational Structure

The Debtors' operational assets (i.e., the Solar Projects) are generally held within 14 sub-structures (each, a "Portfolio Group") below Debtor TopCo, each of which generally includes:

• MidCos: One or more secondary-level project holding companies, each a Maltese limited liability company, owned directly or indirectly by Debtor TopCo.
• OpCos: One or more project-level operating companies, each a Polish limited liability company, owned directly or indirectly by the MidCos.
• SPVs: Between four and 20 non-Debtor special purpose vehicles per Portfolio Group, each a Polish limited liability company, owned directly by the OpCos.

U.S. Nexus and Venue Selection

Each of the Debtors has property in the United States, including a shared escrow account with an aggregate balance of approximately $35,000 at JPMorgan Chase's Houston, Texas branch, and an approximately $100,000 retainer funded to bankruptcy counsel Pachulski Stang Ziehl & Jones LLP, held in a client trust account at Wells Fargo in Houston.

• During negotiations with key stakeholders, the parties concluded that Texas was the preferred U.S. venue for the Chapter 11 Cases. Prior to filing, Debtor TopCo formed GoldenPeaks Poland LLC ("GoldenPeaks Texas"), a wholly owned Texas limited liability company that maintains an office in Houston.
• According to the Debtors, neither Poland nor Malta offers a restructuring regime capable of simultaneously accommodating the financing, stay, and value-preservation concerns presented by these cases:
  • Poland's superpriority financing mechanism, introduced as part of 2016 restructuring reforms, has never been deployed at the scale required, and Polish restructuring proceedings are generally viewed as not staying out-of-court enforcement by secured creditors — including the seizure of pledged shares in Polish project companies.
  • Malta's restructuring regime is even less developed: its Pre-Insolvency Act (Cap. 631) only came into force in December 2022 and has been used just once, leaving no meaningful body of precedent.

Governance

Debtor TopCo is governed by a five-member board of directors comprising Founder Daniel Tain, independent directors Josiah Rotenberg and Jame Donath, and Brookfield-affiliated directors Michael Rudnick and Mickael Deligny. Each of the MidCos and OpCos is governed by a three-member board consisting of Messrs. Tain, Rotenberg and Donath.

• Mr. Donath and Mr. Rotenberg were appointed as independent directors of the Debtors effective April 8, 2026, and April 24, 2026, respectively. Mr. Donath has served as an independent director of companies including Vice Media, Venator Materials, and Ultinon Motion; Mr. Rotenberg has served as an independent director of companies including Satelites Mexicanos, Latecore, Remedica, and SunWave.
• On June 1, 2026, the board of each Debtor created a Special Committee — composed of Messrs. Rotenberg and Donath — empowered to act for the Debtors on all restructuring-related matters, related-party transactions, and investigative matters.
• Because the Debtors have no employees or management, A&M reports directly to each Debtor's board, which is responsible for approving all material decisions until an appropriate in-house executive management team is put in place. Various professionals have been engaged to stabilize the Company, and a number of contractors are expected to be hired to support the transition to a new asset management regime.

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Operations Overview

GoldenPeaks' primary assets are its Solar Projects in Poland (the "Poland Portfolio"), which comprises 548 individual Solar Projects across approximately 136 non-Debtor SPVs with a combined installed direct-current capacity of 664 MWp. Each SPV holds the rights to one or more solar farms operating under Poland's Renewable Energy Sources ("RES") regulatory framework.

• Nine Portfolio Groups are in operation across Poland, with five additional Portfolio Groups in various stages of development representing more than 500 MWp of additional pipeline capacity.

Portfolio Status

Energized capacity — solar assets that are fully operational, grid-connected and revenue-generating — by Portfolio Group (current / target MWp):

• Operational: ALPHA (86 / 86), BRAVO (86 / 86), CHARLIE (72 / 72), ECHO (80 / 81), FOXTROT (66 / 75), GAMMA (89 / 89), IRIS (70 / 70)
• Partially Operational: DELTA (50 / 76), LETO (65 / 97)
• Under Construction: HELIOS (— / 145)
• Ready to Build: JUNO (— / 68), SIERRA (— / 100), TIMBER (— / 133), WHISKEY (— / 78)

In aggregate, the Poland Portfolio holds 664 MWp of energized capacity against a target of 1,256 MWp.

Note: The declaration refers to "five ready-to-build projects" (¶11), but the energization table lists only four (Juno, Sierra, Timber, Whiskey) among 14 Portfolio Groups. A fifth name, Wzosowa, appears only in the capital-structure table (carrying no project-level debt) and is absent from the energization table; whether it is the unlisted fifth ready-to-build group should be confirmed against the full filing.

Historical Business Model

GoldenPeaks' business was designed to provide a full suite of capabilities across the renewable energy life cycle — from inception, to Ready-to-Build ("RTB"), to Commercial Operation Date ("COD") — with each stage historically handled by non-Debtor affiliates:

• Development: The Company identifies suitable land, conducts in-depth analyses, and obtains land rights, permits, and contractual arrangements. Non-Debtor affiliate Mercer Solar sp. z o.o. engages contractors and vendors to support land leasing and entitlement, engineering studies, and environmental due diligence.
  • During the project structuring phase, the Company enters into power purchase agreements ("PPAs") — historically handled by non-Debtor affiliate GoldenPeaks Capital Trading — generally with large corporate offtakers including Nestle, Mondelez, and Auchan, as well as interconnection agreements to connect facilities to the electrical grid.
• Engineering, Procurement and Construction ("EPC"): The Company historically contracted with China National Building Material Group Corporation ("CNBM"), a third-party EPC provider that furnishes a performance guarantee to the projects and is paid upon achievement of construction milestones. CNBM historically subcontracted its work to non-Debtor affiliate Spectris, which recently ceased operations.
• Operations: Once constructed, projects generate revenue under their associated PPAs, pay project-level operating expenses such as O&M and insurance costs, and service project-level long-term debt. From time to time, the Company may sell a project or project interest to a third-party operator, redeploying proceeds into other projects.
• Operations and Maintenance ("O&M"): Historically provided through Spectris until its recent collapse, as described below.

Collapse of Spectris and Transition to a New Business Model

In January 2026, Spectris applied for remedial proceedings in Poland as a result of, among other things, increased component costs, higher interest rates, and exchange rate fluctuations. Amid this financial distress — including material unpaid tax liabilities — Spectris stopped functioning, as suppliers ceased doing business with it and Polish tax authorities froze its bank accounts. The Debtors accordingly anticipate the need for full legal and operational independence under a new business model.

• On May 13, 2026, with Brookfield's support, Debtor TopCo entered into an Asset Management Agreement (the "Management Agreement") with Ergy sp. z o.o. ("Ergy"), a professional asset management company incorporated under Polish law, to manage the day-to-day commercial and technical operations of the Poland Portfolio.
  • Ergy serves as the Debtors' sole on-the-ground operational manager for the entire Poland Portfolio and functions as the primary point of contact with Polish regulatory authorities, offtakers, grid operators, and service providers.
  • Commercial asset management: day-to-day portfolio management, monthly financial and operational reporting, contract management, invoice approval, revenue management (including Poland's RES auction support scheme, Guarantees of Origin, and market dispatch activities), and regulatory compliance and representation before Polish authorities.
  • Technical asset management: site documentation oversight, continuous SCADA-based performance monitoring, O&M supervision and dispatching, warranty management, and insurance administration.
• According to the Debtors, the Management Agreement is critical to the Poland Portfolio's ongoing operation: the SPVs operate under Polish energy generation licenses subject to continuous regulatory reporting obligations, and any disruption to the agreement could materially impair the portfolio's operating performance and regulatory standing during the Chapter 11 Cases.
• The Debtors are also in the process of outsourcing certain back-office functions that Ergy does not provide — including payment processing and bookkeeping — to a third-party vendor, currently envisioned to be PricewaterhouseCoopers.

Hedging Agreements

Because individual projects are financed through project-level debt, the Debtors — which generate predictable, long-term revenues through PPAs — are exposed to fluctuating interest rates that could cause a project's interest costs to rise unexpectedly relative to its revenues. To hedge this and other financial risks, the Debtors maintain derivatives contracts (the "Financing Agreements"), the majority of which are interest rate swaps.

• Under the swap agreements, a Debtor generally pays a fixed rate on a notional principal approximating the project-level debt and receives a variable payment in return, creating certainty in long-term costs and enabling long-term planning and stability.
• Certain Debtors also enter into virtual power purchase agreements (the "Virtual PPAs," and together with the Financing Agreements, the "Hedging Agreements"), under which a Debtor-owned solar project sells energy to a local utility at a floating market price, with two-way settlement against a contractual strike price; in return, buyers receive Guarantees of Origin — certificates demonstrating that a given quantity of energy was produced from renewable sources (often referred to in the U.S. as solar renewable energy credits) — at a fixed cost.
• The Virtual PPAs reduce the Debtors' exposure to fluctuations in commodity prices, commodity volumes, and interest rates, providing long-term cash flow predictability.

As of the Petition Date, the Debtors have identified approximately $875,000 in prepetition amounts owing to the Hedging Agreement counterparties. An Event of Default may exist under the Hedging Agreements due to the Chapter 11 filing, which could permit counterparties to terminate the agreements if they are found to be subject to the Bankruptcy Code's safe harbor provisions — an outcome the Debtors say would be financially detrimental, as the Hedging Agreements are critical to their business.

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Prepetition Obligations

As of the Petition Date, the Debtors had approximately $952 million in total funded obligations and accrued and unpaid interest, consisting of $473 million of senior secured debt, $185 million of mezzanine secured debt, and $294 million of junior secured debt — the last of which is owed to affiliates of Brookfield, which are also serving as the DIP Lenders. A detailed breakdown of the prepetition funded debt facilities is attached to the declaration as Exhibit B.

Capital Structure Overview

• The Debtors' capital structure is generally divided into three tiers:
  • Corporate-Level Debt: Funded debt advanced by Brookfield at the corporate level, comprising the Prepetition Credit Facility and the Prepetition Bridge Facility.
  • Mezzanine Debt: Debt advanced to certain of the MidCos under the Prepetition MidCo Facilities.
  • Project-Level Debt: Debt advanced to the OpCos under the Prepetition OpCo Facilities.

Senior Secured Debt — Prepetition OpCo Facilities

• Approximately $473 million (including overdue interest) is outstanding under project-level facilities extended to the OpCos across the Debtors' portfolios:
  • Alpha: $41 million from Siemens, Bayern LB, and KfW.
  • Bravo: $54 million from Siemens, Bayern LB, and KfW.
  • Charlie: $52 million from PKO and DNB.
  • Delta / Echo: $85 million from Bayern LB.
  • Foxtrot / Gamma: $82 million from Bayern LB and DZ Bank.
  • Iris / Leto: $88 million from PKO and DNB.
  • Helios: $53 million from Siemens, mBank, and Bank Pekao.
  • Timber: $18 million from Rivage.
• The Sierra, Juno, Whiskey, and Wzosowa portfolios carry no outstanding project-level debt (the table identifies "SimCo" as the Whiskey lender).
• Note: The page-20 capital-structure table and Exhibit B conflict on two project-level lenders. The table lists Timber's lender as Rivage and Whiskey's as "SimCo," whereas Exhibit B identifies SEQUOIA IDF Asset Holdings S.A. as the Timber lender (item xiii) and Rivage Investment SAS as the Whiskey subscriber (item xii); no entity named "SimCo" appears in Exhibit B. The $473 million senior total is unaffected.

Mezzanine Secured Debt — Prepetition MidCo Facilities

• Approximately $185 million (including overdue interest) is outstanding under mezzanine facilities extended to certain of the MidCos by two lenders:
  • Prime Capital: $19 million against the Delta/Echo portfolio and $33 million against the Foxtrot/Gamma portfolio.
  • Berenberg: $24 million against Iris, $28 million against Leto, $41 million against Helios, $32 million against Sierra, $4 million against Juno, and $5 million against Timber.

Junior Secured Debt — Brookfield Corporate Facilities

• Approximately $294 million in junior secured, corporate-level debt is owed to affiliates of Brookfield, which are also providing the Debtors' DIP financing:
  • Prepetition Credit Facility: $282 million in outstanding corporate debt.
  • Prepetition Bridge Facility: $12 million outstanding.

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Events Leading to Bankruptcy

A Precipitous Collapse

• The Chapter 11 Cases were commenced precipitously: over a matter of weeks, the Company's liquidity evaporated, a payroll cycle was missed, employees walked out the door, and events of default cascaded across nearly every one of the Company's 20-plus financing facilities.
  • By the Petition Date, a renewable-energy platform that at its peak employed more than 250 people and owned the largest utility-scale solar portfolio in Poland had been brought to the brink of collapse, with less than €1.1 million of unencumbered cash to its name.
  • The Company's capital structure carried approximately $1.015 billion of construction-period and long-term funded debt—primarily at Debtor-controlled portfolio companies—alongside $550 million of corporate-level funded debt.
• The Debtors do not yet have full visibility into the factors that caused the distress, owing to the absence of standalone financials for Debtor entities, the lack of standalone group financials for the Poland Portfolio, and the failure to timely close month-end records—compounded by the compressed two-week runway to commence the cases and significant human capital flight.
  • A&M was engaged to support the Debtors' financial governance, operational management, and restructuring strategy, and its work to assemble a comprehensive picture of the Debtors' financial state continues as expeditiously as possible.
  • The Debtors have begun separating the Poland Portfolio from the rest of the Company operationally and from a corporate governance standpoint, including establishing an independent board at each Debtor entity, transitioning to a new independent third-party operator, and identifying the resources needed to run the portfolio on a standalone basis.

Breakdown in Financial Governance

• A core challenge in understanding the Debtors' financial position is a historical lack of financial governance, marked by:
  • Decentralized and fragmented financial controls, with multiple chief financial officers holding overlapping mandates across the Company.
  • A failure to close the books—accounting ledgers have not been closed since December 2025, and fiscal year 2025 accounts remain unsigned.
  • The absence of standalone financial statements despite the decentralized control environment.
  • A lack of budget reporting and a failure to supervise construction costs.
• These deficiencies left the Company unable to identify and respond to escalating financial and operational distress in a timely manner, ultimately contributing to the defaults across the Company's financing facilities that precipitated the Chapter 11 filing.

Drivers of Distress

• Based on discussions with key management and a review of available information, A&M preliminarily identified the following contributing factors:
  • Grid Curtailments: The Polish grid operator imposed curtailments on renewable energy providers, restricting the amount of power the Company could sell during periods of grid overload.
  • Construction Challenges and Delays: Driven by liquidity constraints, rising construction costs and interest rates, delayed acquisition payments to project developers, and non-payment of overdue invoices to key suppliers—which triggered suspensions of services and deliveries.
  • Lack of Equity Funding: Insufficient equity capital to complete project construction.
  • Bloated Overhead: High overhead costs, including salaries, that were not commensurate with the requirements of operating the Company.

Cascading Defaults

• The Company's financial and operational constraints triggered events of default under nearly all of the Debtors' 20-plus financing facilities, including outstanding payment defaults exceeding $25 million across nine different facilities.
• Beyond payment defaults, the Debtors incurred events of default for, among other things:
  • Failure to timely submit operating reports, budgets, and compliance certificates;
  • The commencement of remedial proceedings by non-Debtor affiliate Spectris Energy sp. z o.o.—the Company's operations and maintenance arm—in the District Court of Warsaw, Poland;
  • Failure to achieve project completion milestones and to resize certain financial facilities;
  • Financial covenant breaches, including debt service coverage ratio defaults; and
  • Failure to achieve certain revenue targets under applicable PPAs.

Prepetition Restructuring Efforts

• During the second half of 2025 and the first quarter of 2026, the Company pursued financing solutions through equity raises, strategic asset sales, and a full refinancing of its debt—all of which ultimately proved unsuccessful.
• Equity Raises and Asset Sales: Beginning in the second half of 2025, the Company launched three core equity-raise efforts:
  • In July 2025, the Company entered into discussions for a sale of all or a portion of the business, though it did not run a formal sale process; despite indications of interest from at least one credible Middle East-based investor, the effort failed.
  • Between September 2025 and February 2026, the Company explored multiple debt-to-equity solutions with a number of parties, also without success.
  • With the support of a global investment bank—which never signed an engagement agreement—the Company commenced a broad formal equity-raise process, holding calls with a wide range of potential investors for the sale of up to 50% of the Company's equity. The process was paused in the first quarter of 2026 absent any material progress.
• Refinancing Efforts: In June 2025, the Company launched a refinancing process covering all of its asset portfolio junior and senior debt positions, contemplating a single-institution syndicate to refinance the entire stack.
  • Banks received an initial request for proposal in June 2025, and a preferred bidder was selected in September 2025. Although the bidder subsequently required an additional syndicating party, several credit approval stages were completed successfully in the first quarter of 2026—but given the overall distress across the business, the refinancing ultimately failed.

Liquidity Crisis and Emergency Bridge Financing

• Every restructuring path collapsed in April 2026 as the Company plunged into a severe liquidity crisis. By April 15, 2026, the Company held less than €1.1 million of unencumbered cash—insufficient to cover overhead or the mounting defaults cascading across its financing facilities.
  • Shortly after A&M's engagement, it became clear the Company lacked liquidity to meet day-to-day operational needs such as salaries, IT expenses, rent, and taxes; vendors were owed more than $81 million, including $1 million for critical leases, while financing facilities sat in default and construction projects were placed on hold.
• The Company sought emergency liquidity from certain existing junior creditors deemed most likely to fund in a compressed timeframe, with A&M supporting the preparation of funding requests based on estimates of immediate needs.
  • Brookfield—the Company's largest secured lender and the lender under the Prepetition Credit Facility—was the only party willing to provide emergency bridge financing, infusing over $10 million through the Prepetition Bridge Facility, executed on May 5, 2026 and funded on May 6, 2026.
  • The Emergency Financing was intended to buy time for the Company and its major constituents to evaluate strategic alternatives, including potential insolvency proceedings across the Company. In connection with the financing, Brookfield and certain Prepetition MidCo Lenders entered into a standstill agreement that expired by its terms on May 31, 2026.
• Proceeds were used primarily to pay past-due salaries, restructuring advisory fees, and other overhead—but were insufficient to fund another month of operations.
  • On May 16, 2026, Brookfield confirmed it was no longer willing to fund any non-Debtor expenses. After a further funding request to other Prepetition Lenders failed, and with no alternatives remaining for the non-Debtor members of the Company, the directors of those entities began commencing insolvency proceedings in local European jurisdictions; in connection with that wind-down, A&M resigned as advisor to the non-Debtor entities and was retained as restructuring advisor to the Debtors.
  • On May 19, 2026, the Company also requested standstills from senior lenders across the Company, but no additional standstills had been signed as of the Petition Date.

The Decision to File

• While no solution emerged for the Company as a whole, Debtor TopCo and its directors remained in active discussions with Brookfield, which confirmed its willingness to fund the Debtors—the most financially and operationally viable sector of the Company—on a standalone basis to restore stability and preserve going-concern value.
• The Debtors sought additional time to commence the Chapter 11 Cases or explore alternatives, but the Prepetition MidCo Lenders refused to extend the standstill beyond May 31, 2026. Left with no alternatives, the Debtors elected to file Chapter 11 to provide stability and a viable path to funding ongoing operations.

The Path Forward: Value Preservation

• The Debtors' immediate objective is to preserve the value of the Company during the early stage of the Chapter 11 Cases, maintaining optionality to pursue a value-maximizing transaction that may include a plan of reorganization. Near-term goals include:
  • Establishing the Poland Portfolio as an independent operation;
  • Establishing transparent stakeholder communications;
  • Stabilizing critical vendor relationships, paying past-due amounts, and implementing a cash management system to ensure ordinary-course payments going forward;
  • Developing an execution plan to complete pending construction projects, potentially including the hiring of a third-party EPC; and
  • Stabilizing operating assets by engaging a third-party services provider.

DIP Financing

• With limited liquidity to operate in the ordinary course, the Debtors secured postpetition financing from Brookfield that will permit them to pay non-insider general unsecured creditors, vendors, and operational and administrative expenses, and to provide—on a discretionary basis—construction funding to preserve and enhance the value of Solar Projects under construction, along with temporary restructuring advisory support.
  • The Debtors' advisors believe the DIP Facility presents the most credible path available under the circumstances, providing sufficient committed liquidity to preserve asset value during the cases and allowing for a sale process or a restructuring culminating in confirmation of a chapter 11 plan.
  • The terms were negotiated in good faith and at arm's length among the Debtors, the DIP Lenders, and the Brookfield Secured Parties; fully unsecured postpetition financing was unavailable, as were other potential sources of DIP financing.
  • Without access to the DIP Facility, the Company would need to shutter operations and likely commence insolvency proceedings in multiple foreign jurisdictions.