Omnis Pleasants - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Overview

• The court on Sept. 14, 2026 approved bidding procedures governing the sale of all or substantially all assets of Omnis Pleasants, LLC, which filed Chapter 11 on July 26, 2026 in Delaware and owns the Pleasants Power Station in Belmont, West Virginia.
• No stalking horse bidder has been designated; the order authorizes but does not require the debtor to designate one, and to agree bid protections, at any time through Oct. 22, 2026, subject to further court approval.
• The auction, if more than one qualified bid is received, is set for Nov. 12, 2026 at 10 a.m. ET, with the sale hearing on Nov. 18, 2026 at 10 a.m. ET.
• The debtor and its advisors, AlixPartners as financial advisor and Houlihan Lokey as investment banker, have been engaging with a number of interested parties to develop the highest or otherwise best offer.

Parties Involved

• Seller: Omnis Pleasants, LLC, operating as Pleasants Power Station.
• Consultation parties: TRAG LLC and RG Energy LLC (together, TRAG/RGE), Omnis Fuel Technologies, LLC and Quantum Pleasants, LLC. Each must file a docket notice at or before the bid deadline stating whether it will bid, directly or through an affiliate or subsidiary; a consultation party that elects to bid loses its consultation-party status unless and until the notice or bid is withdrawn.
• A consultation party or the debtor may take an unresolved dispute over that party's consultation rights to the court on an emergency basis by letter.
• TRAG/RGE holds consent rights that sit above the consultation construct: the debtor may not amend the procedures, the order, or the bidding process in a way that alters, limits, or adds burdens to TRAG/RGE's rights without its prior written consent, and the form APA, any stalking horse agreement, the stalking horse approval order, the sale order, the final purchase agreement, any non-substantive change to the procedures, and any extension or change to the auction or bid deadline must each be reasonably acceptable to, or consented to by, TRAG/RGE. The order gives TRAG/RGE alone the consent over the stalking horse agreement, any bid deadline extension and any decision not to hold an auction, while the bidding procedures give those same three to the consultation parties collectively, and the order provides that the procedures govern where the two conflict.
• The West Virginia Economic Development Authority is not a consultation party, but the debtor will use reasonable efforts to keep it apprised of the sale process, including advance notice of any intention to accept a bid.

Assets Being Sold

• All or substantially all of the debtor's assets, including the going-concern business, the Pleasants Power Station and related real property, unexpired leases, executory contracts, equipment, inventory, supplies, intellectual property, causes of action, insurance proceeds, prepaid expenses and deposits, books and records, and other personal property.
• Unless the applicable purchase agreement expressly provides otherwise and the court approves, the assets exclude estate claims and avoidance actions; claims against insiders, former officers, directors, managers, members, 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 the debtor or its estate needs to comply with its FERC enforcement cooperation obligations.
• The debtor prefers bids for all assets as a single lot but reserves the right, with consultation-party consent not to be unreasonably withheld, to consider bids for less than all assets, including to multiple qualified bidders where necessary to fulfill its fiduciary duties.
• Assets transfer free and clear of liens, claims, interests and encumbrances to the fullest extent permitted by the Bankruptcy Code and applicable non-bankruptcy law, with those interests attaching to sale proceeds with the same validity and priority. The sale notice states that the successful or backup bidder will not be a successor to the debtor and will bear no liability, except as expressly provided in the applicable purchase agreement, under any theory of law including successor liability.

Stalking Horse Designation and Bid Protections

• Bid protections: none approved. The order expressly does not approve any bid protections, shift the burden of proof on their approval, or authorize the debtor to propose or award bid protections tied to a credit bid.
• Any stalking horse bid would be binding on the debtor and the bidder and set the floor for all qualified bids, subject to higher or better offers at the auction, and would be deemed a qualified bid submitted by a qualified bidder. The debtor may still hold an auction notwithstanding a stalking horse designation.
• To obtain a stalking horse approval order, the debtor must file a stalking horse supplement by Oct. 22, 2026 identifying the bidder (and, if newly formed, its parent or sponsor); the purchase price and its cash portion; any connection to the debtor beyond the bid itself; any proposed bid protections, including amount and calculation, and why they satisfy section 503(b); the assets covered; the stalking horse agreement; and the objection deadline. Objections are due five calendar days after service, and if none is filed the court may enter the proposed approval order without further notice or hearing, including as to bid protections.
• Service of the supplement extends well beyond the usual notice list, reaching FERC, PJM Interconnection and PJM Settlement, Monitoring Analytics, ReliabilityFirst, NERC, the EPA, the West Virginia Department of Environmental Protection and the West Virginia Economic Development Authority, all environmental authorities with jurisdiction over the plant, counterparties to PJM, interconnection, energy management, fuel, lime, environmental, rail/barge/transportation, landfill/CCR, hedging and operating contracts, and the debtor's insurance carriers and sureties.
• Unless the debtor waives the requirement in writing, a stalking horse bidder not selected as the successful bidder must serve as back-up bidder if its bid is the second-highest or otherwise best.
• No other bidder is entitled to a break-up fee, expense reimbursement, topping or termination fee, and every bidder is deemed to waive any such request and any substantial contribution claim under section 503 relating to its bid or participation in the process. Bid protections are unavailable to any party submitting a credit bid and to any affiliated bidder.
• Any approved bid protections would be payable only if the debtor closes with a bidder other than the stalking horse, solely from the cash proceeds of that alternative transaction at closing, and could not be paid from or secured by a lien on TRAG/RGE's collateral or its proceeds.

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 under section 363(k), including principal, accrued and accruing interest, fees, expenses, premiums, indemnities and adequate protection obligations through closing, against any assets constituting its collateral.
• A credit bid is treated as a cash bid for evaluation purposes, and its credit-bid composition may not count against it in determining the highest or otherwise best bid.
• A secured creditor submitting a credit bid is automatically an acceptable bidder and a qualified bidder, its bid is a qualified bid, and it need not submit 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 cannot be required to serve as the back-up bid.

Good Faith Deposit

• Each bid must be accompanied by a cash deposit equal to 10% of its aggregate purchase price, held in an interest-bearing escrow account established by the debtor.
• A bidder that improves its bid at or before the auction must top up the deposit to 10% of the increased aggregate purchase price no later than one business day after the auction closes; within one business day of selection, the successful bidder and any back-up bidder must wire an additional cash deposit calculated on the increased aggregate purchase price. No deposit is required for a credit bid or the credit-bid portion of a bid.
• Deposits remain in escrow and outside the estate absent further court order; the successful bidder's deposit becomes estate property on consummation and is credited against the purchase price.
• A successful or back-up bidder that fails to close forfeits its deposit irrevocably to the debtor as liquidated damages, without prejudice to the debtor's other rights and remedies.
• Unsuccessful bidders' deposits are returned within five business days after consummation or permanent withdrawal of the sale; the back-up bidder's deposit is returned within five business days of the back-up bid termination date, the earliest of closing under the successful or back-up bid, 120 days after the sale hearing, and the debtor's written release.

Overbid

• Minimum overbid increment: $1,000,000 over the previous bid, in cash, cash equivalents or other consideration the debtor deems equivalent, with each successive overbid exceeding the then-existing bid by at least that amount.
• Bidding opens with the starting bid, which is the qualified bid the debtor identifies, in consultation with the consultation parties, as the highest or otherwise best; the debtor notifies all qualified bidders of the starting bid before the auction begins.
• The debtor may announce increases or reductions to the minimum overbid during the auction, in consultation with the consultation parties.

Participation Requirements

• Preliminary bid documents are due Sept. 29, 2026 at 4 p.m. ET, delivered by email to debtor's counsel, AlixPartners and Houlihan Lokey, and must include an executed confidentiality agreement acceptable to the debtor; factual support of a bona fide interest in purchasing the assets; identification of the bidder and the principals and representatives authorized to act for it; written disclosure of any connections or agreements with the debtor, its insiders under section 101(31), any manager, or any holder of direct or indirect membership interests; and any other information the debtor reasonably requests.
• The debtor will notify potential bidders of acceptable-bidder status within five business days after the preliminary bid deadline, consulting with consultation-party advisors before clearing any potential affiliated bidder, meaning a bidder that is an insider of the debtor under section 101(31) or carries an economic arrangement with a consultation party or another current or former upstream Omnis-related party. Only acceptable bidders may submit bids; each prepetition secured party is deemed an acceptable bidder at all times.
• Acceptable bidders receive data room access through the bid deadline, and the consultation parties and their advisors receive access subject to confidentiality. The data room will contain a form APA reasonably acceptable to TRAG/RGE. Diligence ends at the bid deadline, after which the debtor has no obligation to furnish information.
• The debtor may withhold or limit diligence access for competitive sensitivity, doubt that a bidder will qualify or close, breach of a confidentiality agreement, inaccurate preliminary disclosures, use of data room information in litigation against the debtor or its current or former managers, privilege concerns, or termination of the process.
• Diligence runs both ways: a potential or acceptable bidder that fails to meet the debtor's reasonable requests for information and diligence access may be denied qualified bidder status, and a qualified bidder that fails to meet them may have that status revoked, in each case in consultation with the consultation parties.
• FERC investigation materials in the diligence set may be used only for diligence, and acceptable bidders may not contact FERC, PJM, the Independent Market Monitor, NERC, ReliabilityFirst or the West Virginia Department of Environmental Protection in connection with the sale.
• All communications among potential bidders regarding the debtor or the assets must involve the debtor and its advisors, and no potential bidder may communicate with another absent the debtor's prior written consent.

Bid Requirements

• Bids are due Nov. 9, 2026 at 4 p.m. ET, submitted in writing to the bid notice parties as an irrevocable offer for all or substantially all of the assets. Only bids satisfying every requirement, other than any the debtor waives in writing, may be designated qualified bids; the debtor consults with consultation-party counsel before designating any affiliated bidder's bid as qualified.
• Each bid must, among other things:
  • State the assets to be purchased, any assets excluded, the liabilities and obligations to be assumed including debt and cure costs, and whether the bidder intends to operate the business as a going concern.
  • Set out the purchase price as a single point value in U.S. dollars on a cash-free, debt-free basis, identifying cash and non-cash components separately and, for partial-asset bids, allocating price among assets.
  • Disclose any relationship, agreement, side letter, financing, management, consulting or employment arrangement, option, royalty, earnout, release, settlement or other economic arrangement involving any consultation party, Omnis Global Technologies, LLC, Dynamic Finance Corporation, their equity holders and affiliates, or any other current or former upstream Omnis-related party; a bidder with any such relationship, or that is an insider under section 101(31), is an affiliated bidder.
  • Include executed, non-contingent bid documents: a purchase agreement, a redline against the form APA, a schedule of contracts and leases to be assumed with a good faith cure estimate the debtor may supply and confirmation the bidder bears those costs, identification of any causes of action to be purchased, any other documents integral to the bid, and a statement that the bidder is prepared to close within 10 business days after the auction concludes or, if no auction is held, by the bid deadline, subject to any necessary regulatory approvals the bidder specifies, and that its bid is irrevocable until consummation.
  • Include committed financing documented to the debtor's satisfaction unless accompanied by evidence of capacity to close with cash on hand, unconditional and free of internal, syndication, diligence or credit committee approvals, and evidence of ability to perform and to satisfy adequate assurance under sections 365(b)(1) and 365(b)(3), including account statements.
  • Disclose the identity of each bidding entity and its shareholders, partners, investors and ultimate controlling entities, with evidence the bidder is legally empowered to close and evidence of all necessary internal authorizations.
  • Contain no contingencies as to validity, effectiveness or binding nature, including diligence, inspection or financing outs, with all diligence completed before the bid deadline, and acknowledge the as-is, where-is basis of the sale and reliance solely on the bidder's own investigation.
  • Identify all executory contracts and unexpired leases to be assumed and assigned and attach an adequate assurance package as a standalone PDF, including audited and unaudited financial statements, tax returns, bank statements and a description of the business to be conducted at the premises.
  • Represent that the bidder has not engaged and will not engage in collusion under section 363(n), constitute a good faith offer consistent with section 363(m), be irrevocable and binding through closing, and provide that the bidder will serve as back-up bidder if its bid is next highest or otherwise best.
  • State the expected closing date, identify all closing conditions with particularity, and be reasonably likely to close within a time frame acceptable to the debtor.
  • Disclaim any right to a break-up fee, expense reimbursement, termination fee or similar compensation, and confirm the bidder bears its own costs and expenses including legal fees.
  • Submit to the court's jurisdiction and waive any right to a jury trial in connection with disputes over bid qualification, the auction, the sale transaction and enforcement of the procedures.
  • Acknowledge compliance with the procedures, the order, the Bankruptcy Code and applicable non-bankruptcy law, agree to abide by the procedures, and agree not to submit a further bid or seek to reopen the auction once it concludes.
• Reflecting the regulated-generation profile of the asset, each bid must also carry a set of energy-specific deliverables:
  • Every regulatory and third-party approval required to close, including FERC approval, with 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 after execution of the purchase agreement or plan confirmation, the steps the bidder will take to expedite it.
  • A commitment that, within five business days after the successful bidder and back-up bidder are announced, the bidder will prepare with the debtor and jointly submit a Federal Power Act section 203 application to FERC requesting expedited action.
  • A PJM and market-participation transition plan covering PJM and PJM Settlement membership, credit and collateral, market-participant registration, officer and authorized representative updates, generation owner and generator operator updates, capacity resource obligations, energy-market participation, resource-limitation reporting, eDART/eGADS/GADS reporting, settlement arrangements and required consents, and stating whether the bidder will assume or replace energy-management, scheduling, hedging or market-participation arrangements.
  • A plan for the FERC Part 35 filings needed for the bidder or post-closing operating entity 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 and operator registration changes, ReliabilityFirst coordination, compliance personnel and procedures, event reporting and transfer of books and records, naming the personnel, operator, asset manager or service provider that will perform those functions after closing.
  • Evidence of sufficient working capital, credit support, vendor relationships and operational funding to run the plant as a going concern after closing, covering coal, lime, fuel handling, maintenance, payroll, taxes, insurance, environmental compliance, ash disposal, PJM credit and collateral and other ordinary-course needs.
  • Whether the bidder intends to enter a transition services arrangement with the debtor, current management, an energy manager, plant operator, asset manager or other provider for plant operations, PJM participation, fuel procurement, dispatch, environmental compliance, accounting, payroll, IT or compliance reporting, attaching a proposed agreement or term sheet if applicable.
• The debtor may let a bidder whose bid arrives deficient before the bid deadline remedy the deficiency, though the procedures set that cure window twice and differently, once as running until the auction and once as running only until the bid deadline; the debtor may also waive or modify bid requirements in writing and negotiate with qualified bidders between qualification and the auction. A qualified bidder may not modify, amend or withdraw its bid without the debtor's consent except to improve it.
• Joint bids are permitted on a case-by-case basis so long as they satisfy the qualified bid requirements.

Auction

• If more than one qualified bid is received, the auction will be held Nov. 12, 2026 at 10 a.m. ET by remote video, in person, or hybrid at the debtor's election. Any change to the date, time or format requires TRAG/RGE's consent, not to be unreasonably withheld, and must be noticed on the docket.
• If the only qualified bid is a court-approved stalking horse bid, or the debtor receives just one qualified bid, the debtor may cancel the auction with consultation-party consent and that bid is deemed the successful bid; cancellation is noticed on the docket.
• Bidding is open and on the record before all qualified bidders, transcribed for accuracy, and each participant 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 it intends to consummate.
• Attendance is limited to the debtor, the U.S. Trustee, the consultation parties, qualified bidders including any approved stalking horse, creditors who request attendance in writing at least three business days beforehand, and any other parties the debtor includes or the court orders. The consultation parties and their advisors may attend without prior notice. Only qualified bidders may overbid.
• The debtor may announce procedural rules at the outset, must inform bidders of the terms of each overbid and which bids it views as then highest or best, may request additional information on a bidder's capacity to close, and may adjourn the auction one or more times by announcement, noticing any adjournment on the docket.
• The debtor may reject any bid it determines is inadequate, non-conforming with the Bankruptcy Code or the procedures, contrary to the best interests of the estate and creditors, or otherwise inconsistent with its fiduciary duties, at any time before entry of an order approving a successful bid.
• The auction closes when one qualified bid stands as the highest or otherwise best and the debtor determines, with consultation-party consent, that further bidding is unlikely to produce a different acceptable result.
• Selection criteria run beyond headline price: total consideration; likelihood and timing of closing; net economic effect of changes to estate value; tax consequences; whether the bid covers all assets; impact on trade and other unsecured creditors; transaction structure and execution risk; ability to obtain FERC, PJM, PJM Settlement, NERC, ReliabilityFirst, environmental and other approvals; ability to maintain PJM capacity-resource obligations and operate the plant reliably; PJM credit/collateral and market-participation planning; ability to fund coal, lime, maintenance, payroll, environmental compliance and ordinary-course needs; power-generation operating experience; commitment to operate as a going concern; support for the debtor's proposed FERC settlement and free-and-clear objectives; and the extent to which the bid provides for indefeasible payment in full in cash at closing of the obligations owing to TRAG/RGE.
• The debtor must file a notice identifying the successful bidder and successful bid as soon as reasonably practicable and no later than two calendar days after selection, then present the auction results at the sale hearing and seek entry of a sale order approving a binding purchase agreement reasonably acceptable to TRAG/RGE.

Back-Up Bidder

• The debtor designates the back-up bid at the conclusion of the auction, in consultation with the consultation parties, and announces it to participating qualified bidders; the selection is final and no further bids are accepted afterward.
• Every overbid, including a back-up bid, remains open and binding until the earliest of closing under the successful or back-up bid, 120 days after the sale hearing, or the debtor's written release. For a back-up bid, the 120-day period may be extended by up to an additional 80 days if required regulatory approvals are the only item outstanding for closing under the successful bid.
• If the successful bidder fails to close within the time permitted, the back-up bidder is automatically deemed to have submitted the successful bid and must consummate as soon as reasonably practicable; the debtor is authorized but not required to close with the back-up bidder without further court order so long as the back-up bid was approved in the sale order, and otherwise subject to court approval.

Assumption and Assignment

• By Sept. 29, 2026 at 4 p.m. ET, the debtor must file and serve by first-class mail a contract assumption notice on contract counterparties listing each contract potentially assumed and assigned, the counterparty, the debtor's good faith estimate of the cure payment, and the objection deadline. Inclusion on the list is neither an admission that a document is an executory contract or unexpired lease nor a guarantee it will be assumed.
• Contract objections are due 14 days after service of the assumption notice or a supplemental notice, must state the correct cure payment asserted with supporting documentation, and are heard at the sale hearing unless adjourned. The form of notice attached to the order carries a blank for the objection date; the operative deadline is the 14-day period the order sets.
• If the debtor later identifies additional contracts or revises a cure payment, it will file and serve a supplemental assumption notice carrying the same information on affected counterparties.
• Where a stalking horse bidder is designated before the assumption and assignment service deadline, objections to its adequate assurance run on the 14-day contract objection deadline; otherwise, objections to the successful bidder's identity or adequate assurance are due at the sale hearing under the auction results objection deadline.
• Payment of the cure amounts cures all defaults, compensates for actual pecuniary loss, and, together with assumption and assignment, constitutes adequate assurance of future performance.
• Disputed cure amounts are resolved by agreement or determined at the sale hearing or a later date fixed by the court; the debtor may assign a contract while its cure objection remains open provided it segregates the disputed amount, and may adjourn contract objections while assigning other contracts.
• A counterparty that fails to object timely is deemed to consent to the cure payment, the assumption and assignment, and adequate assurance, and is forever barred and estopped from objecting or asserting additional cure or other amounts, whether or not applicable law would excuse it from accepting performance for purposes of section 365(c)(1).
• On request, the debtor will provide a counterparty with confidential evidence of the successful bidder's adequate assurance; all bidders consent to that transmission to counterparty counsel, and counterparties must use best efforts to preserve confidentiality, including filing objections under seal.

Reservation of Rights and Fiduciary Out

• With consultation-party consent, the debtor may extend deadlines, adjourn or cancel the auction, add procedural rules, reject any or all bids, adjust the minimum overbid increment, and impose additional terms and conditions at or before the auction, but may not modify its obligations to consult with or obtain the consent of the consultation parties without their prior written consent.
• Nothing in the procedures or the order requires the debtor, its sole director and independent manager, or similar governing body to take or refrain from any action it reasonably determines in good faith, after consultation with outside counsel, would be inconsistent with applicable law or its fiduciary obligations, provided the debtor notifies the consultation parties within two business days.
• All participants in the bidding process are deemed to consent to the court's entry of final orders and to waive any right to a jury trial in related disputes; any dispute over the procedures must be brought for expedited hearing.
• In any inconsistency, the order governs over the motion and the bidding procedures govern over the order.

Key Dates

• Sale Notice Filing and Service Deadline: within 3 business days after entry of the bidding procedures order
• Preliminary Bid Deadline: Sept. 29, 2026 at 4 p.m. ET
• Assumption and Assignment Service Deadline: Sept. 29, 2026 at 4 p.m. ET
• Assumption Notice Objection Deadline: 14 days after service of the contract assumption notice
• Stalking Horse Supplement Deadline: Oct. 22, 2026 (objections due 5 calendar days after service)
• Deadline to File Form of Sale Order: at least 7 days before the sale objection deadline
• Sale Objection Deadline: Nov. 2, 2026 at 4 p.m. ET
• Bid Deadline: Nov. 9, 2026 at 4 p.m. ET
• Auction (if necessary): Nov. 12, 2026 at 10 a.m. ET
• Deadline to File Notice of Successful Bid and Successful Bidder: as soon as reasonably practicable and no later than 2 calendar days after selection
• Auction Results Objection Deadline: at the sale hearing
• Sale Hearing: Nov. 18, 2026 at 10 a.m. ET