Goldenpeaks Poland Holding Limited - Chapter 11 Plan Terms

Plan Terms

Overview

• The Court confirmed the third amended combined disclosure statement and plan of liquidation of GoldenPeaks Poland Holding Limited and 39 affiliated debtors on Sept. 1, 2026, granting final approval of the disclosure statement under section 1125 and confirming the plan, as modified following the confirmation hearing, under section 1129. The Court found the modifications immaterial and resolicitation unnecessary, and holders that had accepted the plan are deemed to accept it as modified.
• Founded in 2006 by Adriano Agosti and Daniel Tain and historically headquartered in Malta, the debtors are an independent renewable energy power producer in Central and Eastern Europe and the largest owner of solar photovoltaic assets in Poland. Their principal assets are the 548 individual solar projects of the Poland Portfolio, held across approximately 136 non-debtor special purpose vehicles with combined installed capacity of approximately 664 MWp: nine portfolio groups in operation, plus five more in various stages of development representing more than 500 MWp of additional pipeline capacity. The company generated approximately $63 million of revenue from power sales during 2025. The debtors have no employees, and the wider group spans approximately 368 entities, of which 40 filed.
• The plan effectuates an orderly wind down built around the section 363 sale of substantially all assets to a Brookfield-affiliated buyer, which the Court approved on Aug. 12, 2026 and which the debtors are authorized to close on or as of the effective date if it has not been consummated earlier. Remaining litigation assets transfer to a liquidation trust on the effective date and net proceeds are distributed to creditors, while the debtors themselves survive under the direction of the independent directors to resolve non-Class 4 claims, make distributions on them, and wind down and dissolve in their local jurisdictions.
• As of the May 29, 2026 petition date, the debtors carried approximately $967 million of total funded debt excluding accrued and unpaid interest, comprising approximately $497 million of senior secured debt, approximately $176 million of mezzanine secured debt, and approximately $294 million of corporate-level debt owed to Brookfield affiliates. The stack runs in three tiers that track the corporate structure: Brookfield's debt at the corporate level, mezzanine debt at certain Maltese midcos, and project-level debt at the Polish opcos. The debtors are incorporated in Malta, Poland, and the United States and hold their operational assets in 14 portfolio groups beneath the ultimate parent, each generally one or more midcos, one or more opcos, and between four and twenty Polish SPVs. Each debtor holds U.S. property, including an interest in a shared escrow account at JPMorgan Chase in Houston and a retainer held by bankruptcy counsel there, and prepetition the debtors formed Texas entity GoldenPeaks Poland LLC.
• The U.S. Trustee formed the official committee of unsecured creditors on June 16, 2026 and reconstituted it on June 17, 2026. Its members are Inspect Jacek Mogilka; Kronospan Polska sp. z o.o.; Spectris Energy sp. z o.o., acting through administrator Alerion sp. z o.o.; and CNBM Research Institute for Advanced Glass Materials Co., Ltd. Advantim sp. z o.o. Audit sp. k. resigned.
• The debtors do not receive a discharge under section 1141(d)(3).

Path Into Chapter 11

• The company's collapse was precipitous. Over the weeks before filing, liquidity evaporated, a payroll cycle was missed, employees walked out, and events of default cascaded across nearly all of the company's more than 20 financing facilities, including payment defaults in excess of $25 million across nine separate facilities. A platform that at its peak employed more than 250 people was left with less than $1.25 million of unencumbered cash by April 15, 2026, against vendor claims exceeding $81 million.
• The restructuring advisors attributed the distress to curtailments imposed by the Polish grid operator, construction delays and cost inflation driven by liquidity constraints, a lack of equity funding to complete construction, and overhead disproportionate to the business, compounded by decentralized financial controls, overlapping CFO mandates, a failure to close the books since December 2025, and the absence of standalone financial statements.
• Non-debtor affiliate Spectris Energy sp. z o.o., which historically performed operations and maintenance for the group, applied for remedial proceedings in Poland in January 2026 and ceased functioning after suppliers stopped dealing with it and Polish tax authorities froze its accounts, forcing the debtors to separate the Poland Portfolio and operate it independently. Alerion sp. z o.o., the administrator for Spectris's Polish insolvency, disagrees with those factual recitations. On May 13, 2026, the debtors engaged Ergy sp. z o.o. as sole on-the-ground operational manager of the portfolio.
• After equity raises, asset sales, and a full refinancing all failed during the second half of 2025 and the first quarter of 2026, Brookfield, the lender under the prepetition credit facility, was the only party willing to extend emergency bridge financing, executed May 5, 2026 and funded May 6, 2026, infusing over $12.1 million when no other party would fund on any basis. Those proceeds covered past-due salaries, advisory fees, and overhead but were insufficient to fund another month. On May 16, 2026, Brookfield confirmed it would not fund the expenses of the group's non-debtor members but would fund the debtors on a standalone basis in Chapter 11, including through a DIP facility. When the prepetition mezzanine lenders declined to extend their standstill beyond May 31, 2026, the debtors filed on May 29, 2026.
• As liquidity deteriorated in early 2026, the boards moved to strengthen governance, appointing Jame Donath as an independent director on April 8, 2026 and Josiah Rotenberg on April 24, 2026, each independent of management, the founders, and Brookfield. In between, on April 21, 2026, following events of default under the prepetition credit facility, Brookfield delivered an acceleration and share appropriation notice exercising its pledge over the controlling equity interests, giving Brookfield affiliates control of the ultimate parent. In light of that dual role as controlling equityholder and prepetition lender, and as DIP lender after the filing, the boards concluded independent oversight of the restructuring was appropriate and on June 1, 2026 created a special committee comprised solely of the two independent directors, vested with authority over restructuring matters, related-party transactions, and investigations. Daniel Tain resigned from all debtor boards as of July 13, 2026.

Sale Transaction

• Brookfield prevailed as the successful bidder without an auction. Only two offers were received by the July 27, 2026 bid deadline besides the stalking horse bid, each a credit bid for a separate individual silo of the debtors' assets; the debtors deemed neither qualified on the view that they imposed substantial risks and costs on the estates without definitive benefits, and after consulting the committee designated the buyer as successful bidder and canceled the auction. The Court entered the sale order on Aug. 12, 2026.
• The buyer is Bid Administrator, LLC together with certain funds and accounts managed by Brookfield. Under the stalking horse asset purchase agreement dated June 24, 2026, the buyer is entitled to credit bid up to the full amount of its claims under the DIP facility and the prepetition credit facility under section 363(k), subject to the final DIP order. The perimeter is not fixed: the buyer determines the purchased assets, excluded assets, and assumed liabilities before closing and may designate contracts and acquired companies until two business days before the closing date, and the draft schedules identifying the assumed contracts, companies, and liabilities, provided to parties on July 17, 2026, remain subject to its ongoing review and amendment.
• Houlihan Lokey Capital, Inc. was retained as investment banker as of June 11, 2026 and launched the marketing process on June 19, 2026. The debtors filed the sale motion on June 24, 2026, and the Court entered the bid procedures order on July 6, 2026, authorizing entry into the stalking horse APA, approving an expense reimbursement of up to $3 million with no break-up fee, and scheduling an auction for July 30, 2026 and a sale hearing for Aug. 4, 2026. The bid deadline was July 27, 2026 at 5 p.m. prevailing Central Time.
• If not consummated earlier, the debtors are authorized to close the sale and the transactions contemplated by the stalking horse APA on or as of the effective date; the plan may also be implemented, with required DIP lender consent, through an asset or equity sale, a credit bid, a cash sale, conversion or equitization of the DIP claims, or a debt-for-equity transaction, with any debtors or non-debtor subsidiaries not acquired left behind for wind down. Nothing in the plan, plan supplement, confirmation order, or liquidation trust agreement may modify, impair, or diminish the sale order or the final DIP order or the protections granted under them, and neither the plan nor the confirmation order alters the consent rights of the prepetition A-B/D-G secured parties, which the plan defines by reference to the final DIP order, in connection with the sale or supersedes paragraphs 47-48 of the sale order; in any inconsistency, the confirmation order controls, then the liquidation trust agreement as to trust matters, then the plan.

DIP Financing

• The Brookfield-provided DIP facility is a junior secured superpriority term loan of up to approximately $150.7 million of new money, split between an up-to-$117.7 million Tranche 1 and an up-to-$33 million Tranche 2, plus $12.1 million of roll-up loans that refinanced, on a cashless basis, outstanding principal under the debtors' prepetition incremental facilities. Of the new-money commitments, $92.9 million of discretionary delayed draws may be drawn only with the consent of the required DIP lenders and used solely for construction and development or other expenses they approve, in accordance with the approved budget.
• Tranche 1 pricing:
  • Interest rate: 13.00% per annum, payable in kind.
  • Original issue discount: 5.00% on all Tranche 1 new-money commitments.
  • Ticking fee: 6.50% on committed and undrawn amounts.
  • Prepayment premium: designed to achieve a 1.75x multiple of invested capital.
  • Exit premium: 5.00%, payable on any refinancing, prepayment, or at maturity.
• Tranche 2 pricing:
  • Interest rate: 12.50% per annum, payable in kind.
  • Prepayment premium: designed to achieve a 1.50x multiple of invested capital.
  • No original issue discount, ticking fee, or exit premium applies.
• The Court entered the interim DIP order on June 9, 2026, authorizing a single draw of up to $10.7 million under Tranche 1 and up to $24.1 million under Tranche 2, approving the $12.1 million roll-up, granting superpriority administrative expense claims and liens on the DIP collateral subject to a carve-out for professional and statutory fees, and modifying the automatic stay as necessary.
• The final DIP order followed a contested three-day hearing with four live witnesses that concluded July 6, 2026, at which the BeGo secured lenders and the committee objected. The Court overruled the objections other than as to the committee investigation budget, found the business judgment rule governed and that the debtors exercised appropriate business judgment, that the independent directors understood and discharged their fiduciary duties, and that Brookfield acted solely as a lender. On the evidence, the facility has more of the characteristics of an equity financing than a typical senior secured DIP loan: it sits junior to more than $470 million of project-level debt, has no access to project-level cash collateral, and funds a company with no management that requires in excess of €400 million to complete construction of several projects located primarily in Poland. The Court found the debtors needed the financing to continue as a going concern, that its terms were the best available under the circumstances, and that the pricing was justified; it also approved the credit-bid provisions, waivers, milestones, and liens on avoidance action proceeds, found the roll-up of the prepetition bridge loan appropriate, and held the DIP lenders entitled to section 364(e) protections.
• The plan leaves the final DIP order's protections intact: the stipulations, admissions, releases, waivers of rights under sections 506(c) and 552(b) and of marshaling, liens, superpriority claims, indemnities, cash collateral restrictions, and challenge-period provisions granted to the DIP agent, the DIP lenders, Brookfield, the prepetition credit facilities agents, and the other prepetition secured parties identified in that order survive and remain in full force, and the final DIP order and the sale order govern over the plan on the matters they address.
• DIP claims are allowed in full and not subject to avoidance, disallowance, reduction, setoff, recoupment, recharacterization, subordination, counterclaim, defense, or other challenge, in an amount equal to all outstanding obligations including principal, accrued and unpaid interest, fees, premiums, costs, expenses, and indemnification obligations.
• Allowed DIP claims may be applied as a credit bid under section 363(k) or assumed, converted into, or exchanged for new or reinstated debt, equity, or other interests in the acquiring entity, one or more reorganized debtors, or a successor to the debtors' assets where Brookfield is the successful bidder or otherwise acquires reorganized equity, subject to required DIP lender consent, or receive such other treatment as the debtors and the required DIP lenders agree. Holders receive no further distributions on account of their DIP claims, though Brookfield separately receives the Brookfield liquidation trust interests and may not also share in the GUC or Spectris trust interests.
• The BeGo secured lenders appealed the final DIP order on July 17, 2026; that appeal is resolved under the BeGo settlement described below.

Committee Global Settlement

• Brookfield, the committee, and the debtors reached a global case settlement before the sale hearing opened, reflected in the committee term sheet [Docket No. 478] and announced on the record. It resolves potential objections to the sale and to confirmation, the committee's challenge rights under the final DIP order, and the allocation of liquidation trust interests to general unsecured creditors.
• The consideration to holders of allowed general unsecured claims comprises significant claims and causes of action designated as retained causes of action and transferred to the liquidation trust; $1.2 million in liquidation trust cash to fund trust expenses; enhanced recoveries of up to 30% of liquidation trust net proceeds; and the contribution of Spectris's claims and causes of action against various parties, which reduces competing claims and may generate additional third-party recoveries for the trust.
• Liquidation trust net proceeds are distributed in two tiers:
  • On the first $20 million: 70% to Brookfield, 20% to holders of allowed general unsecured claims, 10% to Spectris.
  • On all net proceeds above $20 million: 55% to Brookfield, 30% to holders of allowed general unsecured claims, 15% to Spectris.
• On the challenge termination date, the date the confirmation order becomes final and non-appealable and the settlement is fully consummated, all challenge rights under the final DIP order are irrevocably waived by the committee and deemed settled and released by the debtors, the committee, and the liquidation trust. The challenge period is tolled through the effective date and continues to be tolled until the challenge termination date.
• So long as the committee term sheet has not been terminated, committee professional fees are capped at $2.3 million in the aggregate through the effective date, and the committee's professionals as a whole may not be paid more than that cap regardless of whether amounts are allowed. Of that amount, $400,000 is funded on a pro rata basis from amounts otherwise payable in these cases to Alvarez & Marsal, Houlihan Lokey, Milbank LLP, Pachulski Stang Ziehl & Jones LLP, Womble Bond Dickinson (US) LLP, and Province, LLC. The settling parties, meaning the debtors, Brookfield, and the committee, will not object to the fee applications of one another's professionals.
• The settlement is conditioned on entry of a confirmation order and occurrence of the effective date.

Spectris Settlement

• Brookfield will pay Spectris $1,250,000 gross within seven days after the effective date in full and final satisfaction of the disputes over the Spectris operation and maintenance and other agreements, all claims arising from loans alleged under Polish law to constitute fraudulent conveyances in favor of the debtors, and the release in full of any Brookfield/Spectris claims held against Brookfield, the Brookfield directors, the buyer, or any acquired company. The payment does not release Spectris's own claims against the debtors.
• In exchange, Spectris, acting through the administrator, assigns its potentially competing claims and causes of action against the GoldenPeaks group and its former and current directors, officers, principals, employees, and agents, including the founders, and against third-party contractors, vendors, and service providers to the group, so that the contributed claims may be prosecuted by the liquidation trust alongside the estates' own claims against those parties. On the effective date the administrator assigns the contributed claims to Brookfield, which contributes them to the trust, where they become assigned causes of action and trust assets. Claims against released parties are excluded and released; claims against the founders are expressly preserved and flow to the trust.
• Spectris receives the Spectris liquidation trust interests on account of its debtor claims and may not separately recover as a holder of an allowed Class 4 claim, share in the GUC liquidation trust interests, or take other recoveries from the estates or any acquired company. The Spectris agreements were deemed rejected as of July 31, 2026, and neither Spectris nor the administrator may assert any claim arising from that rejection beyond Spectris's debtor claims.
• The settlement is conditioned on confirmation, the occurrence of the effective date, and approval by the judge-commissioner and the opinion of the creditors' committee in Spectris's Polish restructuring proceedings by the Polish law approval deadline of Aug. 28, 2026, subject to extension by mutual written agreement of the parties to the Spectris term sheet. Absent judge-commissioner approval, the settlement may be terminated.
• Under the Spectris term sheet, from and after its execution date Spectris supports the committee global settlement, participates in it as both a committee member and an individual claim holder, votes in favor of the plan, will not object to or appeal confirmation or seek a stay of the confirmation order or effective date, and will not encourage others to do so, without impairing its fiduciary duties as a committee member.

BeGo Settlement

• The BeGo secured lenders are Berenberg Alternative Assets Fund II S.A., SICAV-RAIF, together with its sub-funds Berenberg Green Energy Junior Debt Fund III and Berenberg Green Energy Debt Fund IV, holders under the prepetition mezzanine facilities. They had filed a June 25, 2026 motion to dismiss the cases under sections 305(a) and 1112(b), asserting insufficient U.S. connections, that the cases were filed in bad faith at Brookfield's direction to subordinate their claims, and that Polish courts were unlikely to recognize the cases; the debtors dispute those assertions.
• The debtors and Brookfield settled with the BeGo lenders after the sale hearing, resolving their sale objection, DIP objection, motion to dismiss, and appeal of the final DIP order. The debtors filed the BeGo 9019 motion on Aug. 14, 2026, and the Court entered the BeGo settlement order on Aug. 19, 2026 [Docket No. 621].
• Upon entry of that order, all hearing dates and discovery and briefing deadlines on the BeGo DIP objection and the appeal are stayed sine die; once the order becomes a final order, the motion to dismiss, the DIP objection, and the sale objection are deemed withdrawn, and the lenders must withdraw the appeal within one business day after the BeGo settlement effective date, which is the date that order becomes final.
• The BeGo claims are deemed allowed in the aggregate amount of $134,584,027.99 against the applicable debtor responsible for them, whether as borrower or non-borrower security provider, with no proofs of claim required. That aggregate is allocated as Class 4 general unsecured claims of $99,484,642.94 at Helios Energy Limited, Iris Energy Limited, Leto Renewable Energy Limited, and Timber Energy Limited, and $35,099,385.06 at Juno Energy Limited and Sierra Energy Limited.
  • Where the buyer acquires assets at a debtor over which the BeGo lenders hold liens, their claims there are allowed and treated as Class 4 claims subject to reduction by the value realized on that acquisition, in an amount to be determined.
  • Where the buyer does not acquire such assets, the lenders retain the right to be treated as Class 3 funded secured claim holders at that obligor, with the debtors' and any successor's rights to challenge those claims preserved; the liens securing them, including perfected liens on intercompany claims of a non-acquired debtor as lender against a non-debtor borrower, are not released, extinguished, or impaired absent the lenders' agreement or court order, and any allowed Class 3 claim reduces their allowed Class 4 amount by the value of the secured claim.
  • From and after the effective date, any reduction of the BeGo Class 4 claims may be determined only by agreement with the liquidation trustee, by court order on a trustee claim objection, by the lenders' request for Class 3 allowance, or by other appropriate filing, with all defenses reserved.
• The BeGo allowed claims and the lenders' entitlement to distributions under the plan or from the trust are not reduced or affected by dismissal of the case of any entity against which they hold claims, unless every such debtor, borrower and non-borrower security provider alike, is dismissed.
• Subject to the BeGo settlement effective date, the lenders vote in favor of and will not object to the plan, provided it is not materially inconsistent with the BeGo settlement term sheet and does not materially and adversely affect their treatment.

Treatment of Claims and Interests

• The plan designates six classes. Class 1 priority non-tax claims and Class 2 other secured claims are unimpaired and presumed to accept; Class 3 funded secured claims and Class 4 general unsecured claims are impaired and voted; Class 5 intercompany claims and Class 6 interests are unimpaired or impaired at the debtors' option and in either case do not vote. Class 1 and Class 2 are estimated at zero, subject to ongoing review; Class 3 at approximately $955 million and Class 4 at approximately $267 million, in each case at petition-date book value, with the Class 3 figure principal only and excluding interest, fees, rolled-up debt, and swap mark-to-market, and the Class 4 figure excluding deficiency claims, contingent or unliquidated claims, and rejection damages. Certain Class 3 amounts are expected to be assumed, and certain Class 4 amounts assumed or cured, as part of the sale.
• Class 3 recovery depends on collateral value. At the debtors' option with required DIP lender consent, holders retain their liens and take sale or liquidation proceeds in order of priority up to the allowed amount; receive cash equal to the allowed claim; receive treatment consistent with section 1129(b); for prepetition mezzanine claims held by Prime Capital AG, a mezzanine lender to the debtors, roll into the post-acquisition structure of the acquired companies on substantially similar terms, which may include alternative structures providing the functional economic equivalent, subject to the June 22, 2026 participation agreement between Brookfield affiliates and Prime Capital and to terms agreed by the buyer and Prime Capital; or take whatever other treatment the debtors, the required DIP lenders, and the holder agree in writing. Holders whose prepetition OpCo facility is an assumed loan document, meaning a prepetition credit document that the buyer expressly assumes, takes by novation, or that otherwise rides through under the sale order and the APA with the counterparty's written consent and that is identified in the plan supplement, are deemed satisfied for distribution purposes only, without cancelling the borrower obligations or the liens securing them, which follow the collateral after closing; holders whose facility is not assumed but who consented in writing to their treatment in connection with the sale, including by being paid in full in cash from sale proceeds at closing, are likewise deemed satisfied with no further plan recovery, and the liens securing those claims are released on payment. Allowed deficiency claims fall into Class 4.
• All other prepetition credit documents are cancelled and discharged on the effective date, surviving only to enforce rights other than against the debtors, to allow distributions, to preserve agent compensation, indemnity, and charging-lien rights, to permit the agents to appear and to release liens, and to permit the buyer to perform the assumed loan documents. The prepetition credit facilities, the prepetition mezzanine facilities, and the DIP facility are separately carved out as consenting secured financings: their obligations, liens, and pledges are not treated as satisfied against any debtor for purposes of participating in a later foreign insolvency proceeding, or of enforcing against any non-debtor, any non-debtor pledged assets, or any debtor whose case is dismissed before the effective date and that is not an acquired company, provided the holders may not recover more than 100% of their claims and must take the actions needed in any such foreign proceeding to carry out the plan, including turning over recoveries on trust assets to the trust. No obligation of any non-debtor under the prepetition credit facilities documents is cancelled or released.
• Class 4 holders receive their pro rata share of the GUC liquidation trust interests, entitling them to 20% of the first $20 million of liquidation trust net proceeds and 30% of net proceeds above $20 million, in each case after payment of all liquidation trust expenses. Recovery depends on the value of the litigation assets. No GUC interests are issued to Brookfield, the buyer, Spectris, or any acquired company. General unsecured claims remain subject to all statutory, equitable, and contractual subordination rights of the debtors, the estates, and the liquidation trustee, enforceable before, on, and after the effective date, other than the BeGo allowed claims, which under the BeGo settlement are not subject to offset, defense, counterclaim, avoidance, recharacterization, or subordination and are free of objections and challenges, except that any party may challenge the amount of any portion the lenders assert is secured.
• Brookfield receives the Brookfield liquidation trust interests, entitling it to 70% of the first $20 million of net proceeds and 55% of net proceeds above that threshold. Spectris receives the Spectris liquidation trust interests, entitling it to 10% of the first $20 million and 15% above that threshold.
• Administrative claims other than professional fee claims are paid in full in cash from available cash, without interest, on or as soon as practicable after the later of the effective date and allowance, on agreed terms, or on ordinary-course payment terms; statutory fees are paid when due, with the fee on the liquidation trust owed only on the transfer of trust cash on the effective date and payable by the debtors, and the post-effective-date debtors responsible for fees on their own disbursements. Priority tax claims are paid in full from available cash, at the debtors' election with required DIP lender consent, either in a single lump sum or in regular cash installments over a period ending not later than five years after the petition date, with interest at the rate determined under non-bankruptcy law per sections 511 and 1129(a)(9)(C).
• Each Class 5 intercompany claim is deemed, at the debtors' option with required DIP lender consent, reinstated, converted to equity, set off, settled, canceled, released, or discharged, including as contemplated by the sale. Each Class 6 interest is either transferred, sold, reinstated, or otherwise treated as contemplated by the sale, the stalking horse APA, and the sale order to the extent it constitutes an acquired asset or reorganized interest, or cancelled or extinguished in the wind-down under applicable non-bankruptcy law.
• As evidenced by the voting declaration, Class 3 and Class 4 both voted to accept, with Class 4 accepting without counting any insider acceptance. Because Class 5 and Class 6 may be deemed to reject if impaired, the plan was confirmed on cramdown under section 1129(b).

Liquidation Trust

• The trust is funded with $1.2 million of liquidation trust cash from the wind-down budget on the effective date, available solely to fund trust administration, the investigation and prosecution of the retained and assigned causes of action, and trust expenses. Neither Brookfield nor the DIP secured parties is obligated to fund the trust beyond that amount, and the disclosure statement states that this funding may not be sufficient to investigate and prosecute the retained causes of action, which will presumably require contingency-fee or litigation-funding arrangements that are not assured, with any shortfall bearing directly on Class 4 recoveries.
• Trust assets consist of the liquidation trust cash, the retained causes of action, the assigned causes of action, the assigned insurance rights, and any net proceeds from the sale or monetization of excluded assets. Title vests in the trust on the effective date free and clear of all claims, interests, liens, and encumbrances, and the assets cease to be property of the estates. The trust liquidates, collects, prosecutes, sells, settles, or otherwise disposes of those assets and distributes net proceeds under the tiered waterfall.
• Michael H. Traison is approved as initial liquidation trustee, or such other person selected by Brookfield and reasonably acceptable to the committee. Womble Bond Dickinson (US) LLP is the initial US and UK counsel to the trust. Brookfield selects any foreign counsel or special litigation counsel engaged to investigate or pursue affirmative litigation, which counsel must be reasonably acceptable to the committee designees. Removal of the trustee or trust counsel requires a simple majority vote of the trust board, but any replacement must be acceptable to the Brookfield designee in its sole discretion, and no removal takes effect until a replacement is approved. The trust interests are non-transferable and non-assignable except as the trust agreement provides, and to the extent they are securities they are issued under the section 1145 exemption. Holders of GUC interests must cooperate in the trust's administration and may not act to hinder or prejudice its claims, and hold no direct right or interest in trust assets or recoveries.
• Governance sits with a three-member board: one Brookfield designee and two committee designees, serving without compensation. Spectris receives reasonable information rights or, at its election, serves as one of the two committee designees. Except in limited circumstances identified in the trust agreement where simple majority governs, among them the prosecution, settlement, withdrawal, or other resolution of any objection to a general unsecured claim, the Brookfield designee holds the deciding vote on all board decisions and motions, controlling any split vote against the committee designees, and the trust agreement authorizes the Brookfield designee to act where a meeting is duly noticed and no quorum is present.
• If additional funding is in the trust's best interest, as determined by the Brookfield designee in its discretion as to need and amount, the trustee and board solicit proposals, including from Brookfield. Selection requires simple majority board approval and Court approval, though Court approval is not required if the Brookfield designee supports the financing. Amounts funded above the $1.2 million, plus the costs of that funding, may be paid from first available trust proceeds net of trust expenses, ahead of the distribution waterfall.
• If the trust has not otherwise terminated by the fifth anniversary of the effective date, the trustee must immediately distribute all trust assets to the beneficiaries and the trust terminates. Within 60 days of the expiration of the five-year period the trustee may, with the Brookfield designee's prior consent, move to extend the term, which the Court may grant only on findings that an extension is necessary to complete recovery on trust assets and would not adversely affect the trust's status as a liquidating trust for federal income tax purposes.

Wind-Down and Post-Effective Date Governance

• The wind-down budget is the excluded cash under the stalking horse APA, subject to required DIP lender consent and agreed by Brookfield and the debtors in consultation with the committee. The APA provides that the buyer and the debtors will agree on an amount of cash sufficient to fund the estates' accrued and unpaid administrative obligations as of closing and the post-closing wind-down. Any portion retained or received by the debtors after closing but unused in the wind-down is promptly remitted to the buyer, and Brookfield is not obligated to increase the budget, provide additional available cash, or make any other cash outlay.
• Jame Donath and Josiah Rotenberg continue as the sole directors or managers of each debtor and each non-debtor subsidiary after the effective date, solely to effectuate an orderly wind down and the dissolution, liquidation, deregistration, or other termination of corporate existence in the relevant local jurisdictions. Acting in consultation with Brookfield, they may commence or participate in foreign insolvency or liquidation proceedings, execute wind-down documentation, retain and compensate professionals out of the wind-down budget, and cause all interests in the debtors to be cancelled, released, and discharged, though interests of specific debtors may be retained at their option with Brookfield's consent.
• Fees, costs, and expenses of the independent directors and the debtors incurred after the effective date under the wind-down provisions, including those of retained professionals and agents, are funded from the wind-down budget, and neither the directors nor the debtors have any obligation to act until the budget has been agreed and funded. Indemnification obligations to the independent directors are likewise paid from the budget and survive dissolution, and the directors incur no liability for good-faith action or inaction in the wind-down other than willful misconduct, fraud, or gross negligence found by final order, with reasonable reliance on counsel a defense. Their letters of appointment with GoldenPeaks Poland Holding Limited and their other executory contracts with the debtors are assumed, with any cure paid from the budget, while the employment, retention, and authority of all other managers, officers, directors, and employees terminate on the effective date. Unless the independent directors determine otherwise, available cash resides with and constitutes solely the property of debtor GoldenPeaks Poland LLC and is held in deposit accounts in the United States.
• The debtors are authorized, with required DIP lender consent, to obtain continuing director and officer coverage, including tail coverage for up to six years, which may not be terminated, reduced, or extended after the effective date without Brookfield's consent.

Substantive Consolidation and Case Dismissals

• The estates are substantively consolidated on a limited basis solely for voting on the plan and making distributions: assets and liabilities are treated as merged for those purposes, each claim becomes a single claim against a single obligation of the debtors, intercompany guarantees are eliminated and canceled, and holders take their share of distributable assets without regard to which debtor was originally liable. The consolidation does not otherwise affect the legal and corporate structures of the debtors, contracts and leases entered into during the cases or assumed, assigned, or rejected, agreements the trust enters into after the effective date, the ability to subordinate or challenge claims entity by entity, or the ability to pursue avoidance actions as if there had been no consolidation, and each debtor remains liable for quarterly fees until its case is closed, converted, or dismissed; it is subject to the BeGo protections described above.
• Upon consummation of the sale or a partial closing, the cases of the acquired companies that are debtors are deemed dismissed, with notice filed and served on affected creditors, and the Court retains jurisdiction over those sold dismissed companies for ten business days solely to address consummation matters under the sale order.
• For remaining debtors that are neither sellers nor acquired companies, the debtors may elect before the effective date, with the consent of the required DIP lenders and the buyer, to dismiss any such case no earlier than ten business days from notice of consummation of the sale. These unsold dismissed companies are not subject to the plan, claims against them are not administered through it, and their creditors receive no plan distributions and no trust interests; their assets revest under section 349 and, notwithstanding section 1141, the plan does not bind them or their creditors.
• Any proof of claim filed against a dismissed company is expunged from the claims register without further notice or order and entitles the holder to no distribution from the estates, the trust, or otherwise.

Releases, Exculpation, and Injunction

• Released parties are the independent directors; the debtors' and committee's retained professionals; the committee and its members solely in that capacity; Brookfield; the Brookfield directors, Mickael Deligny and Michael Rudnick; the DIP agent; the DIP lenders; the prepetition credit facilities agents and lenders; the buyer; and any acquired company, together with the related persons of each of those parties other than the acquired companies. Related persons reach successors and assigns and current and former shareholders, affiliates, subsidiaries, employees, agents, officers, directors, managers, trustees, partners, members, professionals, representatives, advisors, attorneys, financial advisors, accountants, and consultants, in each case solely in those capacities.
• The estate release runs from the debtors and their estates to each released party, covering claims and causes of action relating to the debtors, their governance and management, the liquidation, the Chapter 11 cases, the sale motion and sale order, the stalking horse APA and other sale documents, the bid procedures, the DIP facility, DIP documents and DIP orders, the prepetition credit documents, and the negotiation and preparation of the plan, other than acts constituting fraud, willful misconduct, or gross negligence, though that exception does not preserve any claim for breach of fiduciary duty against a released party. The release does not waive obligations under the plan or its implementing documents.
• Claims and causes of action of the debtors and their estates against the founders, Adriano Agosti and Daniel Tain, including breach of fiduciary duty claims, are expressly carved out of the estate release, preserved, and vest in the liquidation trust on the effective date. The founders are not exculpated parties, released parties, or related persons in any capacity.
• The third-party release binds holders that vote to accept, holders that vote to reject or abstain, and holders deemed to accept or reject, in each case unless they timely opt out on the ballot or opt-out form, together with the related persons of each that are legally bound. It does not waive obligations under the plan, under any document executed to implement it, or under the participation agreement. Holders of Class 5 intercompany claims and Class 6 interests, solely in those capacities, neither grant nor are subject to it.
• Subject to the effectiveness of the respective term sheets, the committee in its capacity as such and not its individual members is bound by the estate release and deemed to grant the third-party release, and Spectris and the administrator are bound by the estate release and the exculpation provisions and grant the third-party release in favor of the released parties and the acquired companies, deemed granted on the effective date subject to receipt of the settlement payment. Neither Spectris nor the administrator may opt out, and their releases do not waive Spectris's right to the Spectris liquidation trust interests. The debtors and Brookfield grant reciprocal releases to the committee and to Spectris and the administrator on the same terms.
• Under the BeGo debtor releases, effective on the first to occur of the effective date and the sale closing date, the debtors and their successors, shareholders, affiliates, subsidiaries, employees, and professionals on one side and the BeGo released parties on the other release each other from all claims arising on or before the BeGo settlement effective date, other than claims for fraud or willful misconduct, claims to enforce the BeGo settlement term sheet, and the BeGo lenders' rights and claims against the debtors under the prepetition mezzanine facilities and their agreed plan treatment, which may be exercised against non-debtor parties to those facilities.
• The BeGo lenders retain their direct rights and claims against third parties, including rights and liens under the prepetition mezzanine facilities and prepetition credit documents, even where those persons receive plan releases, other than claims against the Brookfield released parties. Non-released parties include Daniel Tain, Adriano Agosti, their relatives, family offices and affiliates, NES North Energy System Zrt., GoldenPeaks Capital Services Limited, GoldenPeaks Capital Holding Limited, and any affiliate or subsidiary of GoldenPeaks Capital Holding Limited that is not a subsidiary of GoldenPeaks Poland Holding Limited.
• Exculpated parties are the debtors, the committee and its members solely in that capacity, and the independent directors solely in that capacity, with the founders excluded in every capacity. Exculpation covers good-faith action or inaction in connection with governance or management of the debtors from the petition date through the effective date, the cases, the DIP facility, the sale order, the stalking horse APA and other sale documents, the bid procedures, any disposition of the debtors' assets, and the formulation and consummation of the plan and disclosure statement. It does not affect obligations created under the plan or the right of any allowed claim holder to enforce them, and does not reach willful misconduct, fraud, or gross negligence as determined by final order. Reasonable reliance on advice of counsel is a defense, and each exculpated party receives the protections of section 1125(e). All rights of persons exculpated and indemnified survive confirmation.
• Holders of claims and interests arising before the effective date are permanently enjoined from commencing or continuing any action, enforcing any judgment, or creating or enforcing any lien against the debtors, the estates, the liquidation trust, or the trust assets on account of those claims, though a holder of a timely filed proof of claim may still litigate allowance and payment under the plan. All entities are separately enjoined from commencing or continuing any action against any released or exculpated party on account of a released or exculpated claim, and no entity, including a holder that opted out of the third-party release, may commence or pursue any claim against an exculpated party that relates or is reasonably likely to relate to a claim covered by the release and exculpation provisions without first obtaining a determination from the Court, after notice and hearing, that the claim is neither released nor exculpated and is colorable, and specific authorization to proceed.
• Creditors of debtors whose equity the buyer acquires and that continue in existence after the effective date keep their claims: nothing in the plan or confirmation order cures defaults or releases, discharges, enjoins, or impairs any claim, right, or cause of action against such a surviving debtor, and those claims, together with the surviving debtor's defenses and counterclaims, survive the effective date and remain enforceable under applicable non-bankruptcy law absent agreement between the holder and the buyer, with the injunction protecting released and exculpated parties inapplicable to contract claims against a surviving debtor.
• Nothing in the plan or confirmation order bars the United States Government, its agencies, or any state or local authority from pursuing any police, regulatory, or criminal action.

Conditions Precedent

• Confirmation was conditioned on execution of the Spectris term sheet; the committee global settlement and the Spectris settlement each being in full force and effect with neither term sheet terminated; Court approval of the combined disclosure statement and plan; and the debtors' determination that there will be sufficient available cash on the effective date to pay, or reserve for as to disputed claims, allowed administrative claims, priority non-tax claims, and priority tax claims in full or in such lesser amount as the claimant agrees.
• The effective date is conditioned on a confirmation order in form and substance reasonably acceptable to the debtors and the required DIP lenders, and reasonably acceptable to the committee as to matters in the committee term sheet, having been entered and become a final order not subject to any stay; creation of the liquidation trust; execution and delivery of the liquidation trust agreement and the trustee's acceptance; deposit of the liquidation trust cash into the trust account; except where the sale is consummated under the plan, entry of the sale order as a final order not vacated, reversed, stayed, or modified in any manner materially adverse to the DIP lenders or Brookfield, and consummation of the sale in accordance with it; execution of the Spectris term sheet; both settlements remaining in full force and effect and neither term sheet terminated, including that the judge-commissioner approval and creditors' committee opinion in Spectris's Polish proceedings have been obtained by the Polish law approval deadline; and effectuation of all other actions and documents the debtors determine necessary.
• Effective-date conditions may be waived or modified in whole or in part in writing by the debtors with required DIP lender consent, and in a manner reasonably acceptable to the committee as to matters in the committee term sheet, without leave or order of the Court.

Termination Provisions

• The plan's economics depend on the committee global settlement and the Spectris settlement each becoming and remaining effective. Both the committee term sheet and the Spectris term sheet may terminate under their own terms, among other events on mutual agreement, termination of the stalking horse APA, denial of confirmation or vacatur or reversal of the confirmation order, or an uncured material breach.
• The Spectris term sheet carries additional termination events:
  • A material breach by a party that remains uncured for five business days after written notice.
  • Failure to obtain the administrator's representation and warranty that the contemplated releases and claim assignments are effectuated under Article 323, sections 1 and 3 of the Polish Restructuring Law with the judge-commissioner's consent and free and clear of any liens, encumbrances, security interests, or third-party rights.
  • After judge-commissioner approval and the creditors' committee opinion, a contributed claim having been assigned, pledged, settled, released, encumbered, or otherwise transferred to a third party, or becoming subject to a lien, security interest, or other encumbrance.
  • Any contributed claim not being capable of transfer to the liquidation trust or of prosecution for its benefit under an alternative structure.
  • Failure to obtain the judge-commissioner approval and creditors' committee opinion by the Polish law approval deadline.
  • Termination of the committee term sheet.
• If the committee global settlement, the Spectris settlement, or the BeGo settlement terminates or fails to become effective, the plan may be modified, revoked, or withdrawn, confirmation or the effective date may not occur, and Class 4 recoveries could be materially less than contemplated. Confirmation does not otherwise validate or sanction settlement terms incorporated into the plan if a settlement is no longer effective.
• If the Spectris settlement terminates before the effective date, Spectris loses the settlement payment, its share of the liquidation trust interests, its rights with respect to the trust, and any releases, and that consideration, including its allocated trust interests, reverts to Brookfield, with the plan and trust agreement amended accordingly. Spectris retains and is deemed not to have assigned, waived, or released its rights and claims against the debtors and any third party, including against Brookfield and the acquired companies; becomes a trust beneficiary only to the extent it holds an allowed Class 4 claim; grants no releases and is deemed to have opted out of the third-party releases; and otherwise retains all rights under applicable law.
• If the committee global settlement is not consummated or the confirmation order is vacated, reversed, or materially modified, except by Brookfield's agreement, all committee challenge-period rights are automatically reinstated without further action, and the committee has no less than seven business days from that event to assert or re-assert any such right, with the challenge period deemed extended solely for that purpose.
• The debtors reserved the right, with required DIP lender consent, to revoke and withdraw the combined disclosure statement and plan at any time on or before the confirmation date. Revocation, failure of confirmation or the effective date, non-execution of the Spectris term sheet, or termination of either term sheet renders the plan null and void without waiving or releasing claims by or against the debtors or any entity or prejudicing anyone's rights in further proceedings. Amendments run on the same consent: with Court approval and required DIP lender consent the debtors may cure defects, omissions, and inconsistencies without notice to holders where the change does not materially and adversely affect them, and may alter the plan before or after confirmation, but no modification that materially and adversely affects Brookfield or the DIP lenders is effective without that party's prior written consent.
• Where confirmation or the effective date does not occur as to one or more debtors, or a case is dismissed, severed, or converted, the plan may at the debtors' option with required DIP lender consent be confirmed and consummated as to the remaining debtors and is null and void only as to the affected ones.

Key Dates

• Petition date: May 29, 2026.
• General claims bar date: 5 p.m. Central Time on the 40th day after the debtors file the final bar date notice, per the June 30, 2026 bar date order.
• Governmental bar date: Nov. 25, 2026 at 5 p.m. Central Time.
• Voting record date: July 22, 2026.
• Solicitation procedures order entered: July 24, 2026.
• Sale order entered: Aug. 12, 2026.
• Plan supplement filed: Aug. 14, 2026.
• BeGo settlement order entered: Aug. 19, 2026.
• Voting deadline and plan objection deadline: Aug. 24, 2026 at 4 p.m. Central Time.
• Polish law approval deadline: Aug. 28, 2026, extendable by mutual written agreement of the parties to the Spectris term sheet.
• Combined confirmation hearing held: Aug. 28, 2026 at 10 a.m. Central Time.
• Confirmation order entered: Sept. 1, 2026.
• Administrative expense bar date: 30 days after the effective date, excluding professional fee claims and section 503(b)(9) requests, which are governed by the bar date order or Section VIII.C of the plan.
• Final fee applications: 45 days after the effective date.
• Rejection damages claims: within 60 days after the earlier of the effective date or an order approving the rejection.
• Claims objection deadline: 365 days after the effective date, automatically tolled from the timely filing of an extension motion by the liquidation trustee until the Court rules, with any substantive extension requiring a Court order.