Omnis Pleasants - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Overview

• Omnis Pleasants, LLC, d/b/a Pleasants Power Station, commenced its chapter 11 case on July 26, 2026 to consummate a value-maximizing sale transaction for all or substantially all of its assets through a court-supervised marketing process. The Debtor owns and operates the Pleasants Power Station, a 1,278-megawatt coal-fired electric generation facility located in Belmont, West Virginia.
• Although the Debtor's prepetition outreach did not generate any actionable or binding offers, it produced market awareness and indications of interest from third parties, many of which conducted substantial due diligence. The Debtor engaged Houlihan Lokey Capital, Inc. as investment banker as of Aug. 3, 2026 to continue the marketing and sale process.
• By this motion, the Debtor seeks approval of the Bidding Procedures, related dates and deadlines, the form and manner of the Sale Notice, authority (but not direction) to designate a Stalking Horse Bidder and offer Bid Protections, notice and procedures for the assumption and assignment of contracts and leases, and approval of the sale. The Debtor will file a proposed Sale Order no later than 14 days prior to the Sale Objection Deadline.
• The Motion is supported by the First Day Declaration of David Hindman, the Debtor's Chief Executive Officer. As of filing, no trustee or examiner had been appointed and no statutory committee had been appointed or designated in the Chapter 11 Case. Preliminary Bid Documents and Bids are delivered to the "Bid Notice Parties" — proposed co-counsel Herbert Smith Freehills Kramer (US) LLP and Young Conaway Stargatt & Taylor, LLP, proposed financial advisor AlixPartners, LLP, and proposed investment banker Houlihan Lokey Capital, Inc. "TRAG/RGE" refers to TRAG LLC and RG Energy LLC, the secured parties whose collateral, liens, and consent rights the Bidding Procedures protect throughout and whose counsel is DLA Piper LLP (US). The term "Consultation Parties," although it carries consent and consultation rights throughout the Bidding Procedures, is not defined within the Motion or the Bidding Procedures as filed.

Assets Being Sold

• All or substantially all of the Debtor's assets, to be sold free and clear of all liens, claims, interests, and other encumbrances to the fullest extent permitted by the Bankruptcy Code and applicable non-bankruptcy law, with such interests attaching to the sale proceeds with the same validity and priority.
• Unless otherwise expressly provided in the applicable purchase agreement and approved by the Court, the Assets exclude estate claims, avoidance actions, claims against insiders, former officers, directors, managers, affiliates, upstream entities, or control persons, claims relating to alleged cash sweeps, misappropriation, diversion of funds, related-party transactions, breach of fiduciary duty, fraudulent transfer, or similar misconduct, and any rights necessary for the Debtor or its estate to comply with FERC Enforcement cooperation obligations.
  • Separately, the Debtor discloses under Local Rule 6004-1(b)(iv)(K) that the Assets available for acquisition may include all claims and causes of action arising under sections 502(d) and 544 through 553 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code or analogous state law — a disclosure that sits in apparent tension with the Bidding Procedures' exclusion of estate claims and avoidance actions from the Assets absent express provision in the applicable purchase agreement and Court approval.
• The Debtor prefers bids for all Assets as a single lot but reserves the right, with the consent of the Consultation Parties (such consent not to be unreasonably withheld, conditioned, or delayed), to consider bids for less than all of the Assets, including to multiple Qualified Bidders to the extent necessary to fulfill its fiduciary duties.

Stalking Horse Designation and Bid Protections

• The Debtor seeks authority, but not direction, to designate a Stalking Horse Bidder and enter into a Stalking Horse Agreement at any time prior to the Stalking Horse Supplement Deadline of Oct. 22, 2026, following consultation with the Consultation Parties. The Stalking Horse Agreement must be in form and substance reasonably acceptable to the Consultation Parties, and the proposed Stalking Horse Approval Order must be in form and substance reasonably acceptable to TRAG/RGE. Any Stalking Horse Bid, subject to entry of a Stalking Horse Approval Order, will set the floor for all Qualified Bids, subject to higher or otherwise better offers at the Auction.
• Any Stalking Horse Agreement executed by the Debtor and the transactions contemplated thereby will be deemed a Qualified Bid for all purposes, and the counterparty will be deemed a Qualified Bidder. The Debtor may hold an Auction notwithstanding the selection of a Stalking Horse Bid, and any Stalking Horse Bidder not selected as the Successful Bidder must be willing to serve as Back-Up Bidder if its bid is the second-highest or otherwise best bid, unless waived in writing by the Debtor.
• A Stalking Horse Supplement must be filed and served on the Stalking Horse Notice Parties, setting forth (i) the identity of the Stalking Horse Bidder (and, if a newly formed entity, its parent company or sponsor); (ii) the Purchase Price and what portion is cash; (iii) whether the Stalking Horse Bidder has any connection to the Debtor other than those arising from its Bid; (iv) any proposed Bid Protections, including the amount and calculation thereof; (v) which Assets the Bid includes; (vi) the Stalking Horse Agreement; and (vii) the objection deadline. The Stalking Horse Notice Parties are the U.S. Trustee; counsel to the Consultation Parties; Bankruptcy Rule 2002 notice parties; FERC; PJM Interconnection, L.L.C.; PJM Settlement, Inc.; Monitoring Analytics; ReliabilityFirst Corporation; the North American Electric Reliability Corporation; the U.S. Environmental Protection Agency; the West Virginia Department of Environmental Protection; the West Virginia Economic Development Authority; all environmental authorities having jurisdiction over the Plant; counterparties to all PJM, interconnection, energy management, fuel, lime, environmental, rail/barge/transportation, landfill/CCR, hedging, and operating contracts; and the Debtor's insurance carriers and sureties. (The corresponding list in the proposed Bidding Procedures Order omits FERC, PJM Interconnection, PJM Settlement, and Monitoring Analytics; the Bidding Procedures govern over the Order in all respects.)
• Stalking Horse Objections must be in writing, comply with the Bankruptcy Code, Bankruptcy Rules, and Local Rules, state the legal and factual bases with specificity, and be filed with the Court and served on the Stalking Horse Notice Parties and Debtor's Counsel within five calendar days after service of the Stalking Horse Supplement. If a timely objection is filed, the Debtor will schedule a hearing on it as soon as reasonably practicable. If no timely objection is filed, the Court may enter the Stalking Horse Approval Order under certification of counsel without further notice or hearing, including with respect to any Bid Protections.
• Other than Bid Protections approved by the Court for a Stalking Horse Bidder, no party submitting a Bid is entitled to a break-up fee, expense reimbursement, termination fee, or similar compensation. No Bid Protections will be made available to any party submitting a credit bid or to any Affiliated Bidder.
  • Solely if the Debtor consummates a Sale Transaction with a bidder other than the Stalking Horse Bidder, any approved Bid Protections are payable solely from the cash proceeds of the alternative transaction at closing, and are not payable from, or secured by any lien on, the collateral of TRAG/RGE or the proceeds thereof.
  • By submitting a Bid, an Acceptable Bidder waives any right to pursue a substantial contribution claim under section 503 of the Bankruptcy Code relating to the submission of its Bid, compliance with the Bidding Procedures, or participation in the sale process.

Participation Requirements and Diligence

• To participate and receive Diligence Materials, a Potential Bidder must deliver Preliminary Bid Documents to the Bid Notice Parties by the Preliminary Bid Deadline of Sept. 29, 2026, consisting of an executed confidentiality agreement; factual support demonstrating a bona fide interest in purchasing the Assets; identification of the Potential Bidder and its principals and authorized representatives; written disclosure of any connections or agreements with the Debtor, its "insiders," or any manager or holder of direct or indirect membership interests in the Debtor; and any other information the Debtor reasonably requests.
• The Debtor, in consultation with the Consultation Parties, will determine whether a Potential Bidder qualifies as an Acceptable Bidder and will notify such parties within five business days after the Preliminary Bid Deadline. Only Acceptable Bidders may submit Bids; each Prepetition Secured Party is deemed an Acceptable Bidder at all times. The Debtor will consult with advisors to TRAG/RGE before determining that any potential Affiliated Bidder has submitted adequate Preliminary Bid Documents.
• The Debtor will provide Acceptable Bidders access to the Data Room through the Bid Deadline and will make available a Form APA in form and substance reasonably acceptable to TRAG/RGE. The Debtor may, after consultation with the advisors to the Consultation Parties, decline to provide information to any Acceptable Bidder that has not established, or has raised doubt about, its good faith intent or capacity to consummate a Sale Transaction. Written diligence materials not previously provided to other Acceptable Bidders will be made available to all Acceptable Bidders simultaneously, and each Acceptable Bidder must acknowledge that it has had an opportunity to conduct all due diligence in conjunction with submitting its Bid. The Consultation Parties and their advisors will also receive Data Room access, subject to confidentiality.
• The Debtor may reasonably withhold or limit diligence access for enumerated reasons, including where information is business sensitive or proprietary, where the bidder is a customer, competitor, or industry participant, where a bidder is unlikely to become a Qualified Bidder, where a confidentiality agreement is breached, where Preliminary Bid Documents prove inaccurate or misleading, where Data Room information is used in litigation against the Debtor or its current or former managers, where disclosure would jeopardize the attorney-client privilege or work product doctrine, or where the bidding process is terminated in accordance with its terms. Separately, neither the Debtor nor its representatives is obligated to furnish information to any person that is not an Acceptable Bidder, or where doing so would violate applicable law (including privacy law), disclose third-party trade secrets in breach of contract, violate a binding confidentiality obligation, or jeopardize privilege — provided the Debtor will use commercially reasonable efforts to convey what can be conveyed without causing such a violation.
• Acceptable Bidders may not use FERC investigation materials for any purpose other than diligence and, in connection with the Sale Transaction, may not contact FERC, PJM Interconnection, L.L.C., the Independent Market Monitor, the North American Electric Reliability Corporation ("NERC"), ReliabilityFirst Corporation, or the West Virginia Department of Environmental Protection.
• Each Potential Bidder and Acceptable Bidder must comply with all reasonable requests for information and diligence access from the Debtor and its advisors regarding the bidder and its contemplated Sale Transaction. Failure to do so is a basis for the Debtor, in consultation with the Consultation Parties, to determine that the party is not a Qualified Bidder, or to revoke an existing Qualified Bidder classification.
• All direct communications among Potential Bidders regarding the Debtor or its Assets must involve the Debtor and its advisors; no Potential Bidder may communicate with another absent the Debtor's prior written consent. The diligence period ends on the Bid Deadline.

Bid Requirements

• To participate in the Auction, an Acceptable Bidder must deliver an irrevocable offer for the purchase of all or substantially all of the Assets by the Bid Deadline that, among other requirements:
  • Identifies the Assets to be purchased and excluded, the liabilities and obligations to be assumed (including debt and cure costs), and whether the bidder intends to operate the Debtor's business as a going concern;
  • Sets forth the Purchase Price, separately identifying cash and non-cash components, as a single point value in U.S. dollars on a cash-free, debt-free basis, with an allocation among Assets if the Bid is for less than all Assets;
  • Discloses any direct or indirect relationship, agreement, understanding, side letter, financing, management, consulting, employment, option, royalty, earnout, release, settlement, or other economic arrangement involving Quantum Pleasants, LLC, Omnis Fuel Technologies, LLC, Omnis Global Technologies, LLC, Dynamic Finance Corporation, their equity holders and affiliates, or any other current or former upstream Omnis-related party — any such bidder, or any "insider" of the Debtor, being deemed an "Affiliated Bidder";
  • Includes executed, non-contingent Bid Documents, comprising a form of purchase agreement, a redline against the Form APA, a schedule of contracts and leases to be assumed and assigned together with confirmation that the bidder will be responsible for the associated cure costs and a good faith estimate of those costs (which estimate the Debtor may supply), identification of any causes of action to be purchased, any other material documents integral to the Bid, and a statement that the bidder is prepared to close within 10 business days after the conclusion of the Auction (or, if no Auction is held, by the Bid Deadline), subject to necessary regulatory approvals, and that the Bid is irrevocable until consummation of the Sale Transaction;
  • Contains no contingencies as to validity, effectiveness, or binding nature, including no due diligence, inspection, or financing outs, with all diligence completed before the Bid Deadline;
  • Provides committed financing to the extent not supported by cash on hand — unconditional, not subject to internal, syndication, diligence, or credit committee approvals, and with covenants and conditions acceptable to the Debtor — together with evidence, acceptable to the Debtor in its sole discretion, of financial ability to perform and to satisfy adequate assurance of future performance under sections 365(b)(1) and 365(b)(3);
  • Fully discloses the identity of each bidding entity and its shareholders, partners, investors, and ultimate controlling entities, the complete terms of any such participation, and contact information for the specific person(s) the Debtor's advisors should contact, along with evidence of legal authority and all necessary internal authorizations and approvals, and a statement that all necessary filings under applicable regulatory, antitrust, and other laws will be made timely with the associated fees borne by the bidder;
  • Includes an as-is, where-is acknowledgment, a representation of no collusion under section 363(n), a statement that the Bid is a good faith, bona fide offer consistent with section 363(m), an acknowledgment of compliance with the Bidding Procedures, the Bidding Procedures Order, the Bankruptcy Code, and non-bankruptcy law, and an agreement not to reopen the Auction after its conclusion;
  • Disclaims any right to a break-up fee, expense reimbursement, "topping" or termination fee, or similar compensation, including under section 503(b), with each bidder bearing its own costs and expenses;
  • Identifies all Assigned Contracts and includes an Adequate Assurance Package (audited and unaudited financial statements, tax returns, bank account statements, a description of the business to be conducted at the premises, and other requested documentation), submitted as its own compiled PDF;
  • States the expected closing date, identifies with particularity all conditions to closing, commits to closing as soon as practicable, and provides that the bidder will serve as Back-Up Bidder if its Bid is the next highest or otherwise best bid;
  • Contains such other information as the Debtor may reasonably request in writing; and
  • Submits to the jurisdiction of the Court and waives any right to a jury trial in connection with disputes relating to the qualification of Bids, the Auction, the Sale Transaction, and the construction and enforcement of the Bidding Procedures and related documents.
• Reflecting the regulated nature of the Plant, each Bid must additionally address:
  • All regulatory and third-party approvals required to consummate the transaction, including FERC approval, evidence of the bidder's ability to obtain them, and the expected timing (and, where any approval is expected to take more than 30 days following execution and delivery of the purchase agreement and/or confirmation of the Plan, the actions the bidder will take to expedite receipt);
  • A commitment that, if selected as Successful Bidder or Back-Up Bidder, the bidder will, within five business days of announcement, prepare in consultation with the Debtor and jointly submit an application under section 203 of the Federal Power Act requesting expedited FERC action;
  • A regulatory transition plan addressing PJM Interconnection, L.L.C. and PJM Settlement, Inc. requirements, including membership, credit and collateral, market-participant registration, officer and authorized representative updates, generation owner/generator operator updates, Capacity Resource obligations, energy-market participation, resource-limitation reporting, eDART/eGADS/GADS reporting, settlement arrangements, and required consents, notices, forms, or approvals, and identifying whether the bidder will assume or replace energy-management, scheduling, hedging, or market-participation arrangements;
  • A plan for all FERC Part 35 filings required to make wholesale sales of energy, capacity, or ancillary services, including any market-based-rate application, notice of succession, notice of cancellation, notice of change in status, or asset appendix update;
  • A reliability and compliance transition plan addressing NERC Reliability Standards and regional requirements, Generator Owner/Generator Operator registration changes, ReliabilityFirst coordination, compliance personnel and procedures, event-reporting obligations, and transition of books and records, identifying the personnel, operator, asset manager, or third-party provider responsible post-closing;
  • Evidence of sufficient working capital, credit support, vendor relationships, and operational funding to operate the Plant as a going concern after closing, including funding for coal, lime, fuel handling, maintenance, payroll, taxes, insurance, environmental compliance, ash disposal, PJM credit and collateral, and other ordinary-course needs; and
  • Whether the bidder intends to enter into any transition services arrangement with the Debtor, current management, an energy manager, plant operator, asset manager, or other third-party provider, with a proposed transition services agreement or term sheet if applicable.
• Joint bids may be approved by the Debtor on a case-by-case basis so long as they satisfy the Qualified Bid requirements.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit equal to 10% of the aggregate purchase price of the Bid, to be held in an interest-bearing escrow account established by the Debtor. If a Bid is modified at or prior to the Auction, the bidder must adjust its deposit to 10% of the increased aggregate purchase price no later than one business day following the conclusion of the Auction. No Good Faith Deposit is required for any Credit Bid or credit bid portion of a Bid.
• Within one business day of selection, the Successful Bidder (and any Back-Up Bidder) must make an additional cash deposit calculated on the basis of the increased aggregate purchase price.
• The Successful Bidder's deposit becomes property of the estate upon consummation and is credited against the Purchase Price. If the Successful Bidder (or Back-Up Bidder) fails to consummate, its deposit is irrevocably forfeited to the Debtor and may be retained as liquidated damages, in addition to all other rights, remedies, and causes of action available to the Debtor.
• Deposits of unsuccessful Qualified Bidders (other than the Back-Up Bidder) will be returned within five business days after consummation of the applicable Sale Transaction or upon permanent withdrawal of the proposed Sale Transaction; the Back-Up Bidder's deposit will be returned within five business days of the Back-Up Bid Termination Date.
• All deposits are held in escrow and will not be deemed property of the estate absent further order of the Court. To the extent forfeited and becoming estate property, such amounts constitute cash collateral of TRAG/RGE, subject to their liens and claims and to the terms of the Cash Collateral Order.

Credit Bid

• TRAG/RGE and any other holder of a valid and perfected security interest in the Assets, together with any agent or designee, may credit bid up to the full amount of its claims against the Debtor pursuant to section 363(k), including principal, accrued and accruing interest, fees, expenses, premiums, indemnities, and any adequate protection obligations through closing, with respect to Assets constituting such creditor's collateral. Any party's right to credit bid under section 363(k) or any other applicable provision is preserved.
• Any Credit Bid is deemed a cash Bid for all purposes of evaluating Bids, and the fact that a Bid is composed in whole or in part of a Credit Bid will not be a detrimental factor in determining the highest or otherwise best Bid.
• A Secured Creditor submitting a Credit Bid is deemed an Acceptable Bidder and Qualified Bidder, its Credit Bid is deemed a Qualified Bid, and it may participate in the Auction as to its collateral without submitting a Good Faith Deposit, Confidentiality Agreement, Preliminary Bid Documents, evidence of committed financing, or any Bid Documents other than a purchase agreement marked against the Form APA, provided the Credit Bid is submitted by the Bid Deadline. A Credit Bid is not required to serve as the Back-Up Bid.
• If a Consultation Party submits a Stalking Horse Bid, Credit Bid, or other alternative Bid, it will not be a consultation party solely with respect to the Assets subject to that Bid unless and until the Bid is withdrawn, but will remain a consultation party for all other purposes. Exercise of section 363(k) rights does not require the Consultation Parties to waive or relinquish any right, claim, lien, or remedy.

Designation and Evaluation of Qualified Bids

• Only Bids satisfying all Bid Requirements (other than any waived in writing by the Debtor) may be deemed Qualified Bids, and only parties submitting Qualified Bids may be deemed Qualified Bidders, in each case in the Debtor's reasonable business judgment and in consultation with the Consultation Parties. The Debtor will consult with counsel to the Consultation Parties before designating any Bid submitted by an Affiliated Bidder as a Qualified Bid.
• The Debtor may permit an Acceptable Bidder to remedy deficiencies in a non-conforming Bid prior to the Auction, with all such deficiencies to be cured by the Bid Deadline, and may waive or modify Bid Requirements in writing in the exercise of its reasonable business judgment.
• Between the date the Debtor notifies an Acceptable Bidder that it is a Qualified Bidder and the Auction, the Debtor may discuss, negotiate, or seek clarification of any Qualified Bid. Without the Debtor's prior written consent, given in consultation with the Consultation Parties, a Qualified Bidder may not modify, amend, or withdraw its Qualified Bid during the period it remains binding, except to increase the consideration or otherwise improve its terms; any improved Qualified Bid must continue to satisfy all Qualified Bid requirements.
• In determining the highest or otherwise best Qualified Bid — which will serve as the Starting Bid — the Debtor, in consultation with the Consultation Parties, will consider, among other factors: the amount and nature of total consideration; the likelihood and timing of closing; the net economic effect of any changes to the value to be received by the estate; tax consequences; the Assets subject to the Bid and whether it is for all Assets; the impact on trade and other unsecured creditors; transaction structure and execution risk; the bidder's ability to obtain FERC, PJM, PJM Settlement, NERC, ReliabilityFirst, environmental, and other regulatory approvals; its ability to maintain the Debtor's PJM capacity-resource obligations and operate the Plant reliably after closing; its PJM credit/collateral and market-participation plans; its ability to fund coal, lime, maintenance, payroll, environmental compliance, and ordinary-course operating needs; whether the Bid supports the Debtor's proposed FERC settlement and sale free-and-clear objectives; the likelihood and timing of obtaining all required approvals and closing without operational disruption; and the extent to which the Bid provides for indefeasible payment in full in cash at closing of the obligations owing to TRAG/RGE.
• Neither the Debtor nor its advisors make any warranties or representations of any kind, express or implied, with respect to the Assets, including as to operating history, projections, valuation, governmental approvals, compliance with governmental laws, or the accuracy or completeness of any documents or information, except as expressly set forth in the Court's order approving the Sale Transaction.
• If the only Qualified Bid received by the Bid Deadline is a Court-approved Stalking Horse Bid, or, absent a Stalking Horse Bid, only a single Qualified Bid is received, the Debtor may, with the consent of the Consultation Parties, cancel the Auction, in which case such Bid will be deemed the Successful Bid. Notice of any cancellation will be filed on the docket as soon as reasonably practicable.

Auction Details

• If more than one Qualified Bid is received, the Auction will be held on Nov. 12, 2026 at 10 a.m. ET via remote video, in person, or in hybrid format, at the Debtor's election. Any extension or change to the date, time, or format requires the consent of TRAG/RGE and written notice to the Court.
• Bidding will begin with the Starting Bid and proceed openly in the presence of all Qualified Bidders. Overbids may only be made at the Auction and must be at least $1,000,000 in cash, cash equivalents, or other consideration deemed equivalent by the Debtor in its reasonable business judgment above the prior bid, with each successive Overbid exceeding the then-existing Overbid by not less than the Minimum Overbid. The Debtor may announce increases or reductions to the Minimum Overbid at any time during the Auction, in consultation with the Consultation Parties.
• The Auction will be transcribed to ensure an accurate recording of the bidding. Each Qualified Bidder must confirm on the record that it has not engaged and will not engage in collusion and that its Bid is a good faith, bona fide offer that it intends to consummate if selected.
• The Debtor may announce procedural rules at the commencement of the Auction, permit each Qualified Bidder a reasonable amount of time to respond to prior bids, promptly inform each Qualified Bidder of the terms of previous bids and which Overbids it views as the then highest or otherwise best, request additional information regarding a bidder's capabilities, negotiate with any and all Qualified Bidders, and adjourn the Auction one or more times, including to facilitate discussions or permit bidders to supply additional evidence of funding capacity. Notice of any adjournment will be filed on the docket as soon as reasonably practicable.
• The Debtor may reject, at any time before entry of an order approving a Successful Bid, any Bid that it determines is inadequate or insufficient, not in conformity with the Bankruptcy Code, the Bidding Procedures Order, the Bidding Procedures, or the terms of the Sale Transaction, contrary to the best interests of the Debtor, its estate, its creditors, and other stakeholders, or otherwise violative of its fiduciary obligations. Bids made after the Auction has closed will not be considered.
• Attendance is limited to the Debtor, the U.S. Trustee, the Committee, the Consultation Parties, the Qualified Bidders (including any Court-approved Stalking Horse Bidder), and any other parties the Debtor determines to include in its reasonable discretion or as ordered by the Court, together with their respective representatives and professionals. The Consultation Parties and their representatives and professionals may attend without providing prior notice of their intention to do so. Only Qualified Bidders may make Overbids.

Successful Bid and Back-Up Bidder

• The Auction will continue until there is only one Qualified Bid that the Debtor determines, in its reasonable business judgment and in consultation with the Consultation Parties, is the highest or otherwise best bid, and the Debtor determines, with the consent of the Consultation Parties, that further bidding is unlikely to result in a different Successful Bid reasonably acceptable to the Debtor.
• As soon as reasonably practicable after closing the Auction, the Debtor will file notice of the Successful Bid and Successful Bidder on the docket and serve notice identifying the Successful Bidder and any Back-Up Bidder. The Debtor will present the results of the Auction at the Sale Hearing and seek entry of a Sale Order approving a binding purchase agreement reasonably acceptable to TRAG/RGE.
• The Sale Order will deem the Debtor's selection of the Successful Bid final, and, subject to designation of the Back-Up Bid, the Debtor will not solicit or accept further bids or offers after such selection.
• The Back-Up Bidder will be determined at the conclusion of the Auction, in consultation with the Consultation Parties, and announced to all participating Qualified Bidders. The Debtor is authorized, but not required, to consummate the Sale Transaction with the Back-Up Bidder without further order of the Court, so long as the Back-Up Bid has been approved pursuant to the Sale Order (or subject to Court approval if not).
• If a Successful Bidder fails to consummate within the time permitted, the Back-Up Bidder will automatically be deemed to have submitted the Successful Bid and must consummate as soon as reasonably practicable.
• Any Overbid, including with respect to any Back-Up Bid, must remain open and binding until the earliest of (i) the closing of a Sale Transaction pursuant to the Successful Bid or Back-Up Bid, (ii) 120 days after the date of the Sale Hearing — which, for a Back-Up Bid, may be extended by up to an additional 80 days if the only outstanding item with respect to closing under the Successful Bid is obtaining required regulatory approvals — and (iii) the Debtor's written release of such Back-Up Bid.
• At the Sale Hearing, the Debtor will seek findings that (i) the Auction was conducted, and the Successful Bidder selected, in accordance with the Bidding Procedures; (ii) the Auction was fair in substance and procedure; (iii) the Successful Bid was a Qualified Bid; and (iv) consummation of the Sale Transaction will provide the highest or otherwise best offer for the Assets and is in the best interests of the Debtor and its estate. The hearing will be held at the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 6th Floor, Courtroom No. 3, Wilmington, Delaware, or by such other virtual or electronic means as the Court determines, and may be continued by the Debtor by filing a notice on the docket or announcing the continuance at the hearing, with no further notice required to any party.
• Each Successful Bidder and the Debtor will, as soon as commercially reasonable and practicable, complete and sign all agreements, contracts, instruments, and other documents evidencing the terms on which the Successful Bid was made.

Assumption and Assignment

• No less than two weeks prior to the Auction, the Debtor will serve a Contract Assumption Notice by first class mail on Contract Counterparties, identifying the Contract, the counterparty, the Debtor's good faith estimate of the Cure Amount, and the applicable objection deadline. Inclusion of a Contract on the Potential Assumption List is not a determination or admission that the document is an executory contract or unexpired lease, that the stated Cure Amount constitutes a claim against the Debtor or a right against any Successful Bidder, or a guarantee that the Contract will ultimately be assumed and assigned; all rights are expressly reserved.
• If the Debtor later identifies additional Contracts that may be assumed and assigned or modifies a previously stated Cure Amount, it will promptly file and serve a Supplemental Assumption Notice containing the same information.
• Cure Objections must be in writing, comply with the Bankruptcy Code, Bankruptcy Rules, and Local Rules, state with specificity the monetary amount asserted to be due and the types of alleged defaults, pecuniary losses, and other amounts and conditions, attach supporting documentation, and be filed with the Court and served on the Notice Parties by the Cure Objection Deadline. Objections on the basis of adequate assurance of future performance are addressed separately through Adequate Assurance Objections, which must be filed and served by the Adequate Assurance Objection Deadline.
• A counterparty that fails to timely file a Cure Objection or Adequate Assurance Objection will be forever barred from objecting to the Cure Amount or asserting any other amounts, defaults, conditions, or pecuniary losses required to be cured, and will be deemed to have consented to the assumption and assignment and to adequate assurance of future performance, whether or not applicable law would otherwise excuse the counterparty from accepting performance by, or rendering performance to, the Successful Bidder for purposes of section 365(c)(1). The Debtor, the Successful Bidder, and any Back-Up Bidder will be entitled to rely solely upon the stated Cure Amount. Counterparties agreeing with the stated Cure Amount and not otherwise objecting need take no further action.
• Where a counterparty timely asserts a Disputed Cure Amount, the cure amount will be as agreed between the parties or, absent consensual resolution, determined at the Sale Hearing or a later date fixed by the Court. The Contract at issue may nonetheless be assumed and assigned provided the Debtor segregates the disputed amount pending resolution. The Debtor may, in consultation with the Consultation Parties and the Successful Bidder, adjourn Cure Objections to a later hearing and assign other proposed Contracts to the Successful Bidder while such objections remain outstanding.
• Payment of the applicable Cure Payments will effect a cure of all defaults, compensate for any actual pecuniary loss, and, together with the assumption and assignment, constitute adequate assurance of future performance. The Debtor's assumption and assignment of the Contracts is contingent upon payment or reserve of the applicable Cure Amounts and will be effective only upon the closing of the Sale. At an Assumed Contract Counterparty's request, the Debtor will provide evidence of the Successful Bidder's ability to satisfy adequate assurance on a confidential basis, or direct the counterparty to relevant publicly available information regarding the Successful Bidder's financial condition; all bidders are deemed to consent to such transmission, and counterparties must use best efforts to maintain confidentiality, including by filing relevant portions of any objection under seal.
• The Debtor further requests a finding that all anti-assignment provisions in the assigned Contracts, whether they expressly prohibit or have the effect of restricting or prohibiting assignment, are unenforceable under section 365(f) of the Bankruptcy Code.

Sale Free and Clear & Successor Liability

• The Debtor seeks to sell the Assets free and clear of all liens, claims, and encumbrances to the fullest extent permitted by sections 363 and 365 of the Bankruptcy Code, with all such interests attaching to the proceeds of the Sale Transaction with the same validity and priority that existed prior to consummation.
• The Debtor submits that any interest that will not be an assumed liability satisfies or will satisfy at least one of the five disjunctive conditions of section 363(f), and that any such interest will be adequately protected by either being paid in full at closing or attaching to the net proceeds, subject to any claims or defenses the Debtor may possess.
• The Sale will be free and clear of any claim arising from any conduct of the Debtor prior to closing, whether known or unknown, due or to become due, accrued, absolute, contingent, or otherwise, so long as such claim arises out of or relates to events occurring prior to closing.
• The Debtor anticipates that any purchase agreement with a Successful Bidder will provide that the Successful Bidder has no liability or responsibility for any liability or obligation of the Debtor arising under or related to the Assets, including successor or vicarious liabilities of any kind, whether under theories of antitrust, environmental, successor, or transferee liability, labor law, de facto merger, or substantial continuity. As a result of the Sale, the Successful Bidder or Back-Up Bidder will not be a successor to the Debtor by reason of any theory of law or equity and will have no liability, except as expressly provided in the applicable asset purchase agreement.

Good Faith Purchaser Protections

• The Debtor requests a finding that the Successful Bidder, including any Stalking Horse Bidder whose bid is the Successful Bid, is entitled to the full benefits and protections of section 363(m) of the Bankruptcy Code.
• The Debtor submits such relief is appropriate because the selection of the Successful Bidder will be the result of a competitive bidding process and arm's-length, good-faith negotiations, and because parties in interest will have the opportunity to review and object to a proposed sale transaction.

Local Rule 6004-1 Disclosures

• To the extent a proposed purchaser is an insider within the meaning of section 101(31), the Debtor will make the necessary disclosures to the Court and take measures to ensure the fairness of the sale process and the proposed transaction.
• The Debtor does not presently have any agreement between any interested bidder and the Debtor's management or key employees, nor any interim management or other agreement with any potential purchaser; if any such agreements are reached, the Debtor will make the necessary disclosures. The Debtor will likewise disclose any release in favor of any entity included in the Sale Order.
• The Debtor may respond to inquiries or offers to purchase any or all of the Assets in accordance with the terms of the Bidding Procedures. The contemplated closing date is as set forth in the applicable asset purchase agreement and following any applicable regulatory approvals.
• The Debtor states that it is requiring Qualified Bids to include a good faith deposit constituting ten percent (10%) of the total cash consideration of the bid — a formulation that differs from the Bidding Procedures, which require a deposit equal to 10% of the aggregate purchase price of the Bid, a figure that by its terms includes non-cash components such as assumed liabilities.
• The Debtor intends to request in the Sale Order that net proceeds from the sale of the Prepetition Secured Parties' collateral be released to such parties as may be required under any order authorizing the use of such collateral.
• The Debtor is not presently seeking to have the Sale declared exempt from taxes under section 1146(a) of the Bankruptcy Code.
• The Debtor will retain necessary books and records, copies thereof, or include appropriate access to such information in the purchase agreement with the Successful Bidder, to enable it to administer the Chapter 11 Case following any Sale.
• The Debtor seeks relief from the 14-day stay imposed by Bankruptcy Rule 6004(h) for any Sale.

Reservation of Rights and Fiduciary Out

• The Debtor reserves the right to modify the Bidding Procedures in its reasonable business judgment, with the consent of the Consultation Parties (not to be unreasonably withheld, conditioned, or delayed) and consistent with its fiduciary duties, or to impose additional terms and conditions at or before the Auction, including by: (1) extending the deadlines set forth in the Bidding Procedures; (2) adjourning the Auction without further notice; (3) adding procedural rules reasonably necessary or advisable for conducting the Auction; (4) canceling the Auction; (5) rejecting any or all Bids or Qualified Bids; and (6) adjusting the applicable minimum overbid increment.
  • The Debtor may not amend or modify the Bidding Procedures or the bidding process to reduce, eliminate, or otherwise modify its obligations to consult with or obtain the consent of the Consultation Parties without their prior written consent, or in a manner that alters, limits, or imposes additional burdens on the rights of TRAG/RGE without TRAG/RGE's prior written consent.
  • The Debtor is authorized to make non-substantive changes to the Bidding Procedures, the Assumption and Assignment Procedures, and related documents without further order of the Court, provided such changes are reasonably acceptable to TRAG/RGE. Email from counsel to TRAG/RGE is sufficient to constitute consent by the Consultation Parties or TRAG/RGE, as applicable.
• Nothing in the Bidding Procedures or the Bidding Procedures Order requires the Debtor, its sole Director and Independent Manager, or similar governing body to take or refrain from taking any action related to any Sale Transaction if it reasonably determines in good faith, in consultation with counsel, that doing so would be inconsistent with applicable law or its fiduciary obligations; provided that the Debtor must notify the Consultation Parties of such action or inaction within two business days.
• Nothing in the Motion or any order granting the relief requested constitutes, among other things, an admission as to the amount, basis, or validity of any claim; a waiver of the right to dispute any claim; a promise or requirement to pay any particular claim; an implication or finding that any claim is an administrative expense or other priority claim; an admission as to the validity, priority, enforceability, or perfection of any lien, security interest, or other encumbrance on estate property; or a waiver or limitation of any claims, causes of action, or other rights of the Debtor or any party in interest.

Consent to Jurisdiction

• All Qualified Bidders, including any Court-approved Stalking Horse Bidder, at the Auction will be deemed to have consented to the core jurisdiction of the Court and waived any right to a jury trial in connection with any disputes relating to the Auction, the Sale Transaction, and the construction and enforcement of the Bidding Procedures, Preliminary Bid Documents, Bids, Bid Documents, and all other agreements entered into in connection with any proposed Sale Transaction, and to have consented to entry of a final order or judgment if it is determined the Court would otherwise lack Article III jurisdiction absent the parties' consent.
• All persons or entities that participate in the bidding process, whether or not Qualified Bidders, are deemed to have knowingly and voluntarily consented to entry of a final order by the Court in connection with the Motion and waived any right to a jury trial in connection with related disputes.
• Any party raising a dispute relating to the Bidding Procedures must request that such dispute be heard by the Court on an expedited basis.

Notice

• Notice of the Motion will be given to the U.S. Trustee for the District of Delaware; the parties on the Debtor's list of 30 largest unsecured creditors; the West Virginia Economic Development Authority; TRAG LLC and RG Energy LLC; the U.S. Attorney's Office for the District of Delaware; the attorneys general for the State of West Virginia; the U.S. Department of Justice; the Internal Revenue Service; all parties reasonably known to assert a lien or encumbrance on any of the Assets; all parties reasonably known to have asserted an interest in or claim to any of the Assets; all Contract Counterparties; and all parties requesting notice pursuant to Bankruptcy Rule 2002.
• Upon entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtor will serve the Sale Notice on the parties receiving notice of the Motion, post it on the Case Website at https://cases.stretto.com/pleasantspowerstation, and publish it on one occasion in the national edition of The Wall Street Journal, The New York Times, USA Today, or another publication of similar circulation, as determined by the Debtor.
• The Debtor submits that notice of the Motion and the Bidding Procedures Hearing, coupled with service of the Sale Notice and the Contract Assumption Notice, constitutes good and adequate notice of the Sale Transaction in compliance with Bankruptcy Rule 2002, and proposes that no other or further notice of the Sale be required.
• Any party failing to timely object to the Sale Transaction by the Sale Objection Deadline will be forever barred from asserting an objection, including with respect to the transfer of the Assets free and clear of all liens, claims, encumbrances, and other interests.
• Requests for further information regarding the Auction and Sale process, participation therein, or the Assets must be directed to proposed co-counsel to the Debtor, Herbert Smith Freehills Kramer (US) LLP and Young Conaway Stargatt & Taylor, LLP, and to proposed investment banker Houlihan Lokey Capital, Inc. Due diligence requests must be directed to Houlihan.

Key Dates

• Bidding Procedures Objection Deadline: Aug. 27, 2026, at 4 p.m. ET
• Bidding Procedures Hearing: Sept. 3, 2026, at 1 p.m. ET
• Preliminary Bid Deadline: Sept. 29, 2026, at 4 p.m. ET
• Stalking Horse Supplement Deadline: Oct. 22, 2026, at 4 p.m. ET
• Stalking Horse Objection Deadline: 5 calendar days after service of the Stalking Horse Supplement
• Assumption and Assignment Service Deadline: Oct. 23, 2026
• Sale Notice Filing and Service Deadline: No later than 21 days prior to the Sale Hearing
• Assumption Notice Objection Deadline: No earlier than 14 days after service of each Contract Assumption Notice
• Bid Deadline: Nov. 9, 2026, at 4 p.m. ET
• Sale Objection Deadline: 14 days after the Sale Notice is filed and served, at 4 p.m. ET
• Auction (if necessary): Nov. 12, 2026, at 10 a.m. ET
• Adequate Assurance Objection Deadline: Nov. 16, 2026, at 12 p.m. ET
• Sale Hearing: Nov. 18, 2026, at 10 a.m. ET, before the Honorable Karen B. Owens (or such other date as set by the Court)