Goldenpeaks Poland Holding Limited - Chapter 11 Plan Terms

Plan Terms

Overview

• The Plan contemplates an orderly wind-down of the Debtors’ remaining operations and assets and distribution of the proceeds to creditors.
• As of the Petition Date, the Debtors had approximately $967 million in funded debt obligations, excluding accrued and unpaid interest, comprising:
  • Approximately $497 million of senior secured debt.
  • Approximately $176 million of mezzanine secured debt.
  • Approximately $294 million of corporate-level debt owed to affiliates of Brookfield Asset Management Limited and its affiliates, including funds and accounts managed by them and their affiliates or designees (“Brookfield”).
• On the Effective Date:
  • The Retained Causes of Action and $500,000 of Liquidation Trust Cash will be transferred to a Liquidation Trust for the benefit of the Liquidation Trust Beneficiaries.
  • The Liquidation Trust will liquidate, collect, prosecute, sell, settle, or otherwise dispose of the transferred assets.
  • Assets not transferred to the Liquidation Trust will remain with the Debtors, which will resolve Claims other than Class 4 Claims, make Distributions to Holders of Allowed Claims other than Class 4 Claims, and wind down under the direction of the Independent Directors.
• The Plan provides for limited substantive consolidation of the Estates solely for voting, Claims reconciliation, and Distribution purposes.

Sale Transaction

• On June 24, 2026, the Debtors filed a motion seeking authority to sell substantially all of their assets through a competitive marketing and auction process, free and clear of liens, claims, encumbrances, and other interests, and to assume and assign certain executory contracts and unexpired leases.
• The Debtors entered into a stalking horse asset purchase agreement with Bid Administrator LLC and certain funds and accounts managed by Brookfield or their affiliates and designees (collectively, the “Stalking Horse Bidder”).
  • The stalking horse bid establishes a floor for the Sale and remains subject to higher or otherwise better offers.
  • Subject to the Final DIP Order, the Stalking Horse Bidder may credit bid up to the full amount of its claims under the DIP Facility and Prepetition Credit Facility.
  • The Stalking Horse Bidder is entitled to an expense reimbursement of up to $3 million.
<
• On July 6, 2026, the Court entered the Bid Procedures Order approving the bid procedures and the Debtors’ entry into the Stalking Horse APA and establishing the sale timeline, including a July 24, 2026 qualified bid deadline, an auction (if necessary) on July 27, 2026, and a Sale hearing on August 4, 2026.
• The marketing process remains ongoing.
• The Stalking Horse Bidder may determine the purchased and excluded assets and liabilities before closing, including by designating contracts and acquired companies until two business days before the closing date.
  • Draft schedules identifying certain assumed contracts, companies, and liabilities were provided to parties on July 17, 2026, and remain subject to review and amendment by the Stalking Horse Bidder.
• If not previously completed, the Sale may be consummated on or as of the Effective Date pursuant to the Stalking Horse APA or another Successful Bidder’s purchase agreement.
• With the consent of the Required DIP Lenders, the Sale and related Plan transactions may be implemented through one or more structures, including:
  • An asset sale, including equity interests in one or more Debtors or subsidiaries, or a sale of equity in one or more OpCos or MidCos.
  • A credit bid or Cash sale.
  • Conversion or equitization of DIP Claims.
  • A debt-for-equity or other reorganization transaction in which the DIP Lenders or their designee receive equity interests in one or more reorganized Debtors.

DIP Financing

• The DIP Facility is a junior secured superpriority term loan facility comprising up to approximately $150.7 million of new-money loans:
  • Up to $117.7 million under Tranche 1.
  • Up to $33 million under Tranche 2.
• The facility also includes $12.1 million of roll-up loans used to refinance, on a cashless basis, the outstanding principal under the Debtors’ prepetition incremental facilities.
• Of the new-money commitments, $92.9 million consists of discretionary delayed draws that:
  • May be drawn only with the consent of the Required DIP Lenders.
  • May be used solely for construction and development costs or other expenses approved by the Required DIP Lenders under the approved budget.
• Tranche 1 bears interest at 13% per annum, payable in kind, and includes:
  • A 5% original issue discount on all Tranche 1 new-money commitments.
  • A 6.5% ticking fee on committed and undrawn amounts.
  • A prepayment premium designed to achieve a 1.75x multiple of invested capital.
  • A 5% exit premium payable upon refinancing, prepayment, or maturity.
• Tranche 2 bears interest at 12.5% per annum, payable in kind, and includes a prepayment premium designed to achieve a 1.50x multiple of invested capital.
  • No original issue discount, ticking fee, or exit premium applies to Tranche 2.
• On July 6, 2026, the Court entered the Final DIP Order approving the DIP Financing on a final basis.

DIP Claim Treatment

• DIP Claims will be Allowed in full for all outstanding obligations under the DIP Facility, including principal, accrued and unpaid interest, fees, premiums, costs, expenses, indemnification obligations, and other obligations.
• Allowed DIP Claims will receive the following treatment:
  • If the Sale is consummated for Cash consideration, payment in full in Cash from the Sale proceeds.
  • If Brookfield is the Successful Bidder or otherwise acquires equity in one or more reorganized Debtors, the DIP Claims will either be credit bid and extinguished or converted into or exchanged for equity or other interests in an acquiring entity, reorganized Debtor, or successor to the Debtors’ assets.
  • Alternatively, such other treatment as the Debtors and Required DIP Lenders may agree, including interests in the Liquidation Trust.
• Following satisfaction of the DIP Claims, Holders will receive no further payments or Distributions on account of those Claims, and the related Liens will be released in accordance with the Final DIP Order.
• Brookfield will receive the Brookfield Liquidation Trust Interests in addition to any satisfaction of its DIP Claims, but will not participate in the GUC Liquidation Trust Interests.

Classification and Voting

• Administrative Claims and Priority Tax Claims are unclassified and not entitled to vote.
• Class 1 Priority Non-Tax Claims and Class 2 Other Secured Claims are Unimpaired, deemed to accept the Plan, and not entitled to vote.
• Class 3 Funded Secured Claims and Class 4 General Unsecured Claims are Impaired and entitled to vote.
• Class 5 Intercompany Claims and Class 6 Interests may be:
  • Unimpaired and conclusively presumed to accept the Plan; or
  • Impaired and conclusively deemed to reject the Plan.
• Class 5 and Class 6 Holders are not entitled to vote under either treatment.
• Acceptance by an Impaired Class requires approval by more than one-half in number and at least two-thirds in dollar amount of Claims actually voting in that Class.
• At least one Impaired Class, excluding insider votes, must vote to accept the Plan.

Administrative and Priority Claims

• Except as otherwise agreed, each Holder of an Allowed Administrative Claim other than a Professional Fee Claim will receive Cash equal to the Allowed amount of its Claim, without interest, from Available Cash:
  • On or as soon as practicable after the later of the Effective Date and entry of a Final Order determining or approving the Claim.
  • Under an agreement with the Debtors or, for ordinary-course obligations, under applicable ordinary-course payment or performance terms.
  • For statutory fees, as and when due under applicable law.
• Professional Fee Claim applications for services rendered before the Effective Date must be filed and served no later than 45 days after the Effective Date.
• Except as otherwise agreed, Allowed Priority Tax Claims will be paid in full from Available Cash, at the Debtors’ election and with the consent of the Required DIP Lenders, through:
  • A single lump-sum payment on or as soon as practicable after the latest of the Effective Date, the date the Claim becomes Allowed, and the date the Claim becomes payable under nonbankruptcy law; or
  • Regular Cash installments over a period ending no later than five years after the Petition Date, with interest at the rate determined under applicable nonbankruptcy law.

Class 1 - Priority Non-Tax Claims

• Each Holder will receive payment in full in Cash from Available Cash, without interest from the Petition Date, as soon as practicable after the later of the Effective Date and the date the Claim becomes Allowed, unless the Holder agrees in writing to less favorable treatment with the consent of the Required DIP Lenders.
• Class 1 is Unimpaired and deemed to accept the Plan.

Class 2 - Other Secured Claims

• Each Allowed Other Secured Claim will be treated as a separate subclass.
• At the Debtors’ option and with the consent of the Required DIP Lenders, each Holder will:
  • Retain its Claim and the Collateral securing it.
  • Receive Cash equal to the Allowed Claim, including interest payable under section 506(b) of the Bankruptcy Code, no later than 30 days after the later of the Effective Date and the date the Claim becomes Allowed, with the related Liens released upon payment.
  • Receive other treatment necessary to leave the Claim Unimpaired.
• Class 2 is Unimpaired and deemed to accept the Plan.

Class 3 - Funded Secured Claims

• Class 3 comprises the Prepetition Credit Facilities Claims, Prepetition Mezzanine Facilities Claims, and Prepetition OpCo Facilities Claims, with each Allowed Claim treated as a separate subclass.
• The Plan estimates Class 3 Claims at approximately $955 million, based on book value as of the Petition Date and principal amounts only, excluding interest, fees, rolled-up debt, and the mark-to-market value of interest-rate swaps.
  • Estimated recoveries depend on the value of the applicable Collateral, and certain amounts are expected to be assumed in the Sale.
• Except to the extent previously paid in full, the Debtors, with the consent of the Required DIP Lenders, may provide one of the following treatments:
  • The Holder retains its valid and enforceable liens and receives proceeds from the sale or liquidation of its Collateral, according to lien priority, up to the Allowed amount of its Claim.
  • The Holder receives Cash equal to its Allowed Funded Secured Claim on or as soon as practicable after the later of the Effective Date and entry of a Final Order allowing the Claim.
  • Other treatment consistent with section 1129(b) of the Bankruptcy Code.
  • Other treatment agreed in writing by the Debtors, Required DIP Lenders, and the Holder.
• A Holder whose applicable Prepetition OpCo Facility is an Assumed Loan Document will be deemed satisfied for Plan Distribution purposes and will not receive an additional Plan recovery.
  • The underlying borrower and obligor obligations will remain in effect, and the related Liens and security interests will attach to or follow the applicable Collateral after the Sale.
• A Holder whose Prepetition OpCo Facility is not assumed but that consents in writing to its Sale treatment, including indefeasible payment in full in Cash at closing, will be deemed satisfied and receive no further Plan recovery; the related Liens will be released upon such payment.
• Allowed Deficiency Claims will be treated as Class 4 General Unsecured Claims.
• Class 3 is Impaired and entitled to vote.

Class 4 - General Unsecured Claims

• Class 4 includes all General Unsecured Claims and Allowed Deficiency Claims.
• The Plan estimates Class 4 Claims at approximately $267 million, based on book value as of the Petition Date and excluding Deficiency Claims, contingent or unliquidated Claims, and rejection damages.
  • Estimated recoveries depend on the value of litigation assets, and certain amounts are expected to be assumed or cured in the Sale.
• Holders of Allowed Class 4 Claims will receive their Pro Rata share of GUC Liquidation Trust Interests, representing collectively 10% of the net proceeds of the Liquidation Trust Assets after payment of Liquidation Trust Expenses.
• General Unsecured Claims remain subject to all statutory, equitable, and contractual subordination rights available to the Debtors, Estates, and Liquidation Trustee.
• Class 4 is Impaired and entitled to vote.

Class 5 - Intercompany Claims

• On the Effective Date, each Intercompany Claim may, at the Debtors’ option and with the consent of the Required DIP Lenders, be reinstated, converted to equity, set off, settled, canceled, released, or discharged, including as contemplated by the Sale.
• Class 5 Holders are not entitled to vote and will be deemed to accept or reject the Plan depending on whether their Claims are Unimpaired or Impaired.

Class 6 - Interests

• On the Effective Date, each Interest may, at the Debtors’ option and with the consent of the Required DIP Lenders:
  • Be transferred, sold, reinstated, or otherwise treated as contemplated by the Sale and Plan to the extent it constitutes an acquired asset or reorganized interest; or
  • Be canceled or otherwise extinguished in connection with the Debtors’ wind-down.
• Class 6 Holders are not entitled to vote and will be deemed to accept or reject the Plan depending on whether their Interests are Unimpaired or Impaired.

Liquidation Trust

• The Liquidation Trust will be established on the Effective Date to:
  • Administer and liquidate the Liquidation Trust Assets.
  • Prosecute or resolve Disputed Class 4 Claims.
  • Investigate and pursue Retained Causes of Action.
  • Make Distributions to Liquidation Trust Beneficiaries.
  • Investigate and pursue any assigned third-party claims, with Brookfield’s consent.
• The Liquidation Trust will be funded with $500,000 from the Wind-Down Budget for litigation pursued by the Liquidation Trust.
• Subject to the Required DIP Lenders’ consent, Liquidation Trust Interests will be allocated as follows:
  • Brookfield will receive 90% of the Liquidation Trust Interests, entitling it to 90% of net proceeds after Liquidation Trust Expenses.
  • Holders of Class 4 Claims will receive the remaining 10% on a Pro Rata basis.
  • Brookfield will not participate in the GUC Liquidation Trust Interests.
• Upon transfer, the Liquidation Trust will succeed to all of the Debtors’ rights, title, and interests in the Liquidation Trust Assets, and the Debtors will retain no interest in or control over those assets or related Distributions.
• Holders of General Unsecured Claims will have no direct right or interest in the Liquidation Trust Assets or recoveries from those assets apart from their Liquidation Trust Interests.

Liquidation Trust Governance

• The Liquidation Trust will be governed by a board consisting of the Liquidation Trustee and one Brookfield-designated representative.
• The Liquidation Trustee will be selected by the Debtors and Brookfield in consultation with the Committee and identified in the Plan Supplement before the Confirmation Hearing.
• The Brookfield representative will have full voting rights and a consent right constituting a veto over Major Decisions, including:
  • Prosecution, settlement, compromise, or abandonment of Retained Causes of Action.
  • Sale, transfer, abandonment, or other disposition of Liquidation Trust Assets.
  • Distributions to Beneficiaries.
  • Retention or termination of professionals.
  • Liquidation Trust Expenses exceeding $50,000.
  • Amendments to the Liquidation Trust Agreement.
  • Other material actions affecting the Liquidation Trust or its assets.
• Post-Effective Date professional fees and expenses will be paid from the Liquidation Trust Assets without Court approval.
• Unless previously terminated, the Liquidation Trust will terminate on the fifth anniversary of the Effective Date after distributing its remaining assets.
  • Within 60 days of expiration of the five-year period, the Liquidation Trustee may seek an extension from the Court with the prior consent of the Brookfield representative.

Retained Causes of Action

• Retained Causes of Action consist of Causes of Action against the Founders and any additional Causes of Action identified in the Plan Supplement, to the extent they are not acquired assets and are designated as excluded assets under the Stalking Horse APA.
• On the Effective Date, Retained Causes of Action will vest in the Liquidation Trust and may be prosecuted, settled, abandoned, or otherwise resolved by the Liquidation Trustee, subject to Brookfield’s consent rights over Major Decisions.
• All Causes of Action other than the Retained Causes of Action will remain with the Debtors.

Distributions

• The Debtors will make initial Distributions on Allowed Claims other than Class 4 Claims, and the Liquidation Trustee will make initial Distributions to Beneficiaries, on the Effective Date or as soon as practicable thereafter.
• With the consent of the Required DIP Lenders, the Debtors or Liquidation Trustee may make subsequent full or partial Pro Rata Distributions.
• No Distribution will be made on a Disputed Claim unless and until the Claim becomes Allowed.
• Cash payments may be made in U.S. dollars or Euros by check or wire transfer.
• The Debtors and Liquidation Trustee are not required to make fractional-dollar payments or Distributions having an economic value of less than $100 or the equivalent in Euros.
  • Amounts withheld under this provision will be reserved for subsequent Distributions.

Limited Substantive Consolidation

• Solely for voting, Claims reconciliation, and Distribution purposes:
  • The Debtors’ assets and liabilities will be treated as merged.
  • Each Claim will be treated as a single Claim against all Debtors.
  • Inter-Debtor guarantees will be eliminated and canceled.
  • Distributions will be deemed made on behalf of all Estates, without regard to which Debtor was originally liable.
• The limited consolidation will not otherwise affect the Debtors’ legal or corporate structures or their individual statutory fee obligations.

Wind-Down and Dissolution

• From and after the Effective Date, Independent Directors Josiah Rotenberg and Jame Donath will continue as the sole directors or managers of the Debtors and their non-Debtor subsidiaries solely to implement their orderly wind-down and dissolution in their respective jurisdictions.
• The employment, retention, appointment, and authority of all other managers, officers, directors, and employees will terminate on the Effective Date.
• Subject to reasonable consultation with Brookfield, the Independent Directors may:
  • Commence or participate in insolvency, liquidation, receivership, administration, or similar proceedings in foreign jurisdictions.
  • Execute documents needed to dissolve, liquidate, or deregister the applicable entities.
  • Retain and compensate professionals solely from the Wind-Down Budget.
  • Appoint or serve as liquidators, administrators, or similar officers where permitted.
• The Wind-Down Budget consists of Excluded Cash under the Stalking Horse APA and is subject to the consent of the Required DIP Lenders.
  • Any portion remaining after closing that is not used for the wind-down must be promptly remitted to the Stalking Horse Bidder.
  • The Independent Directors and Debtors have no obligation to undertake wind-down actions unless and until the Wind-Down Budget is agreed and funded.
• Post-Effective Date fees, costs, expenses, and indemnification obligations relating to the Independent Directors will be funded from the Wind-Down Budget.

Executory Contracts and Insurance

• On the Effective Date, prepetition executory contracts and unexpired leases that have not expired or terminated will be deemed rejected, except for:
  • Contracts or leases previously assumed or rejected by Court order.
  • Independent Director contracts assumed under the Plan.
  • Leases previously addressed by stipulation.
  • Contracts or leases subject to a pending assumption or rejection motion.
  • Insurance contracts benefiting the Debtors, Estates, officers, managers, directors, or Liquidation Trust.
• Rejection Claims must be filed within 60 days after the earlier of the Effective Date or entry of an order approving rejection; timely filed and Allowed Claims will be treated as General Unsecured Claims.
• Rights to collect insurance proceeds covering Retained Causes of Action will be assigned to the Liquidation Trust, and net proceeds will be treated as proceeds of the applicable Causes of Action.
• With the consent of the Required DIP Lenders, the Debtors may obtain director and officer tail coverage effective as of the Effective Date for up to six years for conduct occurring on or before the Effective Date.

Brookfield Settlement

• The Plan incorporates a settlement of all Claims, Interests, and Causes of Action among the Debtors, Estates, and Brookfield in consideration for contributions that include:
  • Brookfield’s prepetition bridge financing and the DIP Facility.
  • The agreement of the DIP Lenders and Loan Parties to permit funding of the Plan and wind-down using the Wind-Down Budget and other Collateral subject to their Liens and Claims.
  • Funding of the Wind-Down Budget.
• The releases, exculpation, and injunction applicable to Brookfield and its Related Persons are integral and nonseverable components of the settlement.

Releases, Exculpation, and Injunction

• Released Parties include the Independent Directors, retained Debtor professionals, Brookfield, Brookfield-designated directors, the DIP Agent and DIP Lenders and Loan Parties, Prepetition Credit Facilities Agents and Lenders, Bid Administrator LLC and its current and former affiliates, and their respective Related Persons.
• The Estate Release will release the Released Parties from Claims and Causes of Action belonging to the Debtors and Estates that relate to the Debtors, Chapter 11 Cases, Sale, DIP Facility, prepetition financing, Plan, and related transactions occurring on or before the Effective Date.
  • The Estate Release excludes obligations under the Plan and implementing documents and liabilities arising from fraud, willful misconduct, or gross negligence.
  • Claims against the Founders, including breach-of-fiduciary-duty Claims, are expressly preserved and will vest in the Liquidation Trust.
• The Third Party Release applies to Holders of Claims or Interests that do not timely opt out, including voting Holders that accept, reject, or abstain and nonvoting Holders that are deemed to accept or reject the Plan.
  • Any Holder may avoid becoming a Releasing Party by timely opting out through its Ballot or applicable Opt-Out Form.
  • The Third Party Release excludes Plan obligations and liabilities arising from fraud, willful misconduct, or gross negligence.
• The Exculpated Parties will not incur liability for good-faith actions or omissions relating to the Chapter 11 Cases, DIP Facility, Sale, bid procedures, Plan, Disclosure Statement, or related transactions.
  • Exculpation does not apply to fraud, willful misconduct, or gross negligence as determined by Final Order.
• The Founders are not Exculpated Parties, Released Parties, or Related Persons and receive no benefit from the Plan’s release or exculpation provisions.
• The Plan permanently enjoins actions to enforce pre-Effective Date Claims or Interests against the Debtors, Estates, Liquidation Trust, or Liquidation Trust Assets, except as expressly permitted by the Plan or Confirmation Order.

Conditions Precedent

• Confirmation is conditioned on:
  • Court approval of the Combined Disclosure Statement and Plan.
  • A determination by the Debtors that sufficient Available Cash will exist on the Effective Date to pay or reserve for Allowed Administrative, Priority Non-Tax, and Priority Tax Claims in full, unless a Holder agrees to a lesser amount.
• The Effective Date is conditioned on:
  • Entry of an unstayed Final Confirmation Order reasonably acceptable to the Debtors and Required DIP Lenders.
  • Creation of the Liquidation Trust.
  • Court appointment of the Liquidation Trustee and execution of the Liquidation Trust Agreement.
  • Deposit of the Liquidation Trust Cash into the Liquidation Trust Account.
  • Except where the Sale is consummated pursuant to the Plan, entry of a Final Sale Order that has not been vacated, reversed, stayed, or materially adversely modified as to the DIP Lenders, Loan Parties, or Brookfield.
  • Completion and execution of all other actions and documents the Debtors determine are necessary to implement the Plan.
• The Debtors may waive or modify the conditions to the Effective Date, to the fullest extent permitted by law, with the consent of the Required DIP Lenders and without further Court approval.
• If Confirmation or the Effective Date does not occur for one or more Debtors, or a Debtor’s case is dismissed, severed, or converted, the Plan may, at the Debtors’ option and with the consent of the Required DIP Lenders, be confirmed and consummated for the remaining Debtors.

Outstanding Terms and Funding Risks

• Material terms necessary to confirm and consummate the Plan remain subject to negotiations between the Debtors and Required DIP Lenders, including:
  • The amount of Cash the Debtors will retain to fund the Plan and wind-down.
  • Other economic terms to be reflected in the Plan and Plan Supplement.
• There is no assurance that agreement will be reached on all outstanding terms.
• If agreement is not reached, or Claims and other costs exceed available resources, the Plan may be modified, revoked, or withdrawn, Confirmation may not occur, or the Effective Date may not occur.
• Brookfield is not obligated to increase the Wind-Down Budget, provide additional Available Cash, or make any other cash outlay.
• The $500,000 funding of the Liquidation Trust may be insufficient to investigate and prosecute potential Retained Causes of Action, which may require contingency-fee or litigation-funding arrangements.
  • There is no assurance that adequate litigation funding will be obtained, and a failure to obtain such funding could adversely affect recoveries for Class 4 Claims.
• The Debtors may amend the Plan before substantial consummation and, with the consent of the Required DIP Lenders, revoke or withdraw it on or before the Confirmation Date.
  • If the Plan is revoked or withdrawn, or Confirmation or the Effective Date does not occur, the Plan will be null and void.
  • No amendment or modification materially adverse to Brookfield or the DIP Lenders and Loan Parties will be effective without the affected party’s prior written consent.