Omnis Pleasants - Chapter 11 Case Summary

Business Description

Headquartered in Belmont, West Virginia, Omnis Pleasants, LLC (the "Debtor" or "Pleasants"), a Delaware limited liability company, owns and operates the Pleasants Power Station (the "Plant"), one of the most important electric-generating assets in West Virginia.

• The 1,278-megawatt facility provides critical generation capacity to the regional market, supports grid reliability, contributes meaningfully to the local economy, and employs a large, dedicated workforce.
• The Debtor maintains its primary business operations at 1 Power Plant Station Blvd, Belmont, West Virginia 26134, and characterizes the Plant as a valuable, revenue-generating asset.

Since around February 17, 2026, AP Services, LLC ("APS") has provided the services of the Debtor's Chief Executive Officer, David Hindman.

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Corporate History

The Debtor owns and operates a two-unit, 1,278-megawatt coal-fired power plant, together with related buildings, facilities, electrical generation infrastructure, and transmission powerlines, situated on approximately 190 acres of real property in Belmont, West Virginia. The Plant operates within the PJM Interconnection, LLC ("PJM") market region.

• The Plant began commercial operations in 1979 and has operated as a coal-fired power plant for over forty years.
• Ownership changed several times over the decades. In March 2022, Energy Harbor (formerly known as First Energy Solutions) ("Energy Harbor") announced plans to permanently close the Plant by June 2023 and demolish it.
• In connection with that planned deactivation, Energy Transition Environmental Management LLC ("ETEM") acquired the Plant in December 2022 through its subsidiary, ETEM Remediation Two, LLC ("ER2").
• In March 2023, the West Virginia state legislature passed legislation (SB 609) preventing demolition and preserving the Plant for continued operation.

In July 2023, Omnis Fuel Technologies, LLC ("Omnis Energy"), through its acquisition subsidiary, Quantum Pleasants, LLC ("Quantum"), agreed to acquire the Plant from ETEM through the acquisition of its membership interests in ER2. After the transaction closed in early August 2023, ER2 was renamed Omnis Pleasants, LLC.

Organizational Structure

The Debtor sits within a broader group comprising the Debtor and certain of its non-debtor affiliates (collectively, the "Omnis Group"). Its ownership is structured as follows:

• 100% of Pleasants' membership interests are owned by non-debtor Quantum.
• The Debtor's books and records reflect that Quantum's membership interests, in turn, are owned by TRAG LLC (46.62%) and affiliate Robbins Research International, Inc. (4.61%) (together 51.23%), Omnis Energy (43.77%), and Angela Sabella's Harmony Trust (5.0%).
• Non-debtor Omnis Global Technologies, LLC ("Omnis Global") is a parent-level holding company in the Omnis Group and is wholly owned by non-debtor Hodson Investments, LLC, which in turn is owned and controlled by Simon Hodson, his spouse, and children.

Mr. Hodson is the Chairman and Chief Executive Officer of Omnis Global, Omnis Energy, and Quantum (collectively, the "Omnis Parties") and controls these entities through his indirect ownership of all Class A Units in each entity. Prior to his removal in connection with the A&R Forbearance Agreement in February 2026, Mr. Hodson was also the Chairman and Chief Executive Officer of the Debtor.

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Operations Overview

The Plant has historically participated in the wholesale electricity markets administered by PJM, a federally regulated regional transmission organization responsible for operating the high-voltage electric grid and administering wholesale electricity markets across 13 states and the District of Columbia, subject to oversight by FERC.

Revenue Model

The principal mechanism by which PJM procures capacity is the Base Residual Auction (the "BRA"), a forward auction conducted approximately three years in advance of the applicable delivery year. Participants that clear the BRA receive fixed capacity payments, expressed in dollars per megawatt-day, in exchange for an obligation to be available at every moment of the delivery year and to comply with PJM performance requirements. In the ordinary course, the Plant generates revenue primarily through:

• Capacity revenues associated with commitments awarded through the BRA and related incremental auctions, pursuant to which Pleasants receives compensation for maintaining generation capacity available to the PJM market if called upon, regardless of whether such capacity is actually utilized on any given day ("Capacity Revenue");
• Revenues from day-ahead energy sales, pursuant to which Pleasants commits to deliver energy into the PJM market; and
• Revenues from real-time generation and energy sales, where Pleasants generates power and sells into the market at the real-time market price (together with day-ahead energy sales, "Generation Revenue").

Across recent and forward delivery years—each running from June 1 through May 31—Pleasants has cleared the following capacity commitments:

• 2024/2025: 1,037.7 MW at a blended rate of $59.626/MW-day, through participation in the 3rd Incremental Auction and a bilateral capacity sale to AEP, translating into approximate Capacity Revenue of $23 million.
• 2025/2026: 1,035.6 MW at a blended rate of $270.18/MW-day, through the BRA plus a small amount in an Incremental Auction, or approximately $102 million.
• 2026/2027: 1,018.3 MW in the BRA at $329.17/MW-day, or approximately $122 million.
• 2027/2028: 1,011.5 MW in the BRA at $333.44/MW-day, or approximately $123 million.
• 2028/2029: 1,003.5 MW in the BRA at $325.00/MW-day, or approximately $119 million.

Against fixed operating costs of approximately $45 million per year, the Debtor states that, if properly managed, the Plant should generate substantial operating profit from Capacity Revenue alone.

Operating Structure

Day-to-day operations at the Plant are currently conducted through a multi-party operating structure involving Pleasants personnel, PurEnergy Management Services LLC ("PEMS") as asset manager, and TyrEnergy, LLC ("Tyr") as energy manager. PEMS and Tyr are affiliated with one another but are not affiliated with Pleasants or its affiliates.

• PEMS: Provides technical and management services pursuant to an Asset Management Agreement dated August 1, 2023, as amended (collectively, the "PEMS AMA"), which remains in effect through July 31, 2028. As asset manager, PEMS is responsible for the overall commercial and technical oversight of the Plant, including coordination of compliance-driven outages, oversight of operating budgets and capital expenditures, and fuel supply strategy, regulatory, and financial reporting obligations.
• Tyr/Tenaska: Provides energy management services pursuant to an Energy Management Agreement dated August 3, 2023 (as amended, the "Tyr EMA"), which had an initial one-year term and renewed automatically thereafter. Under the Tyr EMA, Tyr is responsible for bidding, selling, scheduling, and dispatching the Plant's energy, ancillary services, and capacity into the PJM wholesale electricity markets, up to the full capacity of the Plant for each operating hour. The Tyr EMA expires on July 31, 2026, and Tenaska Power Services Co. ("Tenaska") will become the Plant's energy manager on July 30, 2026 pursuant to an Energy Management Agreement dated June 17, 2026.
• Plant-Level Management: Plant-level personnel responsible for the operation and maintenance of the coal-fired facility were not associated with the Omnis Parties prior to the acquisition of the Plant. Although the Debtor originally outsourced day-to-day operations, plant-level personnel ultimately migrated to become Pleasants employees.

Workforce

As of the Petition Date, the Debtor employs approximately 136 individuals—roughly five salaried and 131 paid hourly—all of whom are based in the United States and employed by the Debtor.

• Prior to February 6, 2026, certain of the Debtor's affiliates, Omnis Global and Omnis Energy, provided certain support services to the Debtor, with five employees supporting the Debtor's corporate-level functions (CEO, CFO, and Head of Human Resources), including finance, accounting, and human resources.
• The Debtor is seeking to continue satisfying all ordinary-course employee-related obligations for Pleasants' employees for the duration of the chapter 11 case, and hopes to minimize any disruption to the workforce that it describes as the lifeblood of the Plant.

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Prepetition Obligations

As of the Petition Date, the Debtor's funded debt and guarantee obligations totaled approximately $70.8 million, consisting of an approximately $50.9 million unsecured loan obligation owed to the West Virginia Economic Development Authority ("WVEDA"), which includes accrued and unpaid interest; a purported $20 million unsecured note issued by Bilt Technology LLC ("Bilt"); and a first-priority lien on all of the Debtor's property and assets granted to TRAG LLC ("TRAG") and RG Energy LLC ("RGE" and, together with TRAG, "TRAG/RGE") pursuant to the A&R Forbearance Agreement.

WVEDA Loan

• On December 13, 2023, WVEDA, Quantum (as borrower), Pleasants (as guarantor), and Omnis Energy entered into a loan agreement (the "WVEDA Loan Agreement"), whereby WVEDA agreed to provide an unsecured loan in a total principal amount not to exceed $50 million to Quantum (the "WVEDA Loan").
  • Quantum executed a negotiable promissory note (the "WVEDA Note") evidencing the loan, payable over a term of thirty months at a fixed rate of one percent per annum, and guaranteed by Pleasants.
  • The WVEDA Loan matured on June 15, 2026 and remains unpaid and in default, with approximately $50.9 million outstanding as of the Petition Date.

Bilt Loan

• On April 8, 2025, as part of a related-party power purchase agreement, prior management caused Pleasants and Bilt to execute a promissory note (the "Bilt Note"), pursuant to which Bilt agreed to loan Pleasants $20 million on an unsecured basis (the "Bilt Loan"), with a personal guaranty from Mr. Hodson, ostensibly representing a portion of the "Commitment Fee" related to the purported EH-Bilt PPA.
  • The Bilt Note matured on October 5, 2025. Although Mr. Hodson entered into a limited forbearance arrangement with Bilt extending certain repayment obligations through December 15, 2025, those obligations were not satisfied.
  • As of the Petition Date, the Bilt Note is in payment default, with approximately $20 million outstanding.

TRAG/RGE Loans and Liens

• Beginning in 2023, TRAG and RGE made a series of loans to direct and indirect parent entities of Pleasants pursuant to separate loan and security agreements entered into between May 2023 and March 2025. The proceeds were used to purchase the Plant and to fund its operations.
• As of the Petition Date, TRAG/RGE are owed over $80 million pursuant to these loan agreements (the "TRAG/RGE Loans"). Pursuant to the A&R Forbearance Agreement, in consideration for forbearing from exercising remedies—including foreclosing on their collateral—TRAG/RGE were granted a first-priority lien on all property and assets of Pleasants, including the Plant.
• The forbearance period has since terminated, and the TRAG/RGE Loans remain in default.

Purported Intercompany Notes

• In connection with a review of its books and records, the Debtor identified two sets of purported intercompany loan documents: (i) a purported revolving promissory note dated October 31, 2023, together with certain amendments, between Quantum and Pleasants; and (ii) a purported revolving promissory note dated October 31, 2023, between Omnis Energy and Pleasants (collectively, the "Purported Intercompany Notes"), each maturing October 31, 2026.
• The Debtor is continuing to investigate the legitimacy of these notes, the historical reported intercompany balances of approximately $46 million plus purported accrued interest, and the transfers and accounting entries associated with such purported obligations.

Trade Debt and Liquidity

• Under prior management, relationships with key trade vendors were severely damaged. Current management has worked to improve those relationships by timely paying, or prepaying, for goods and services and staying current with vendor invoices; accordingly, the Debtor owes only a modest sum to its vendor counterparties—approximately $4 million of outstanding trade debt as of the Petition Date.
• The Debtor has approximately $13 million of liquidity as of the Petition Date, comprised primarily of cash on hand, which—together with projected receipts—it believes will be sufficient to fund the case, though it may explore debtor-in-possession financing at a later date, particularly to fund necessary repairs.

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Events Leading to Bankruptcy

Up until the appointment of independent management approximately five months ago, the Plant suffered from severe financial and operational distress as the result of gross misconduct by prior management. Pleasants is burdened by the defaulted debts of the Omnis Parties through guarantees and liens granted by prior management, leaving it in default under several major debt obligations for many months and the subject of a serious and protracted investigation by FERC—a combination that has had a crippling effect on the Debtor's ability to move forward as a going concern.

Mismanagement and Operational Decline

For nearly three years, Simon Hodson and his insiders—including Charles Gassenheimer, Randall Smith (Mr. Hodson's brother-in-law), Richard Hulme, Matt Hart, and Blake Stephens—controlled the Debtor and its parent and upstream entities. During that period, they promoted a purported hydrogen-production technology known as the "Reformer," raised hundreds of millions of dollars from lenders, investors, and governmental agencies, and promised that the Plant would become the centerpiece of a revolutionary energy platform. Those promises never materialized; instead, these insiders pursued speculative ventures and related-party transactions while the Plant was starved of capital.

• In the years leading up to the Petition Date, the Plant suffered from chronic undercapitalization, liquidity shortages, operational failures, and recurring outages. Plant personnel, PEMS, and Tyr repeatedly warned Mr. Hodson and his associates that the Plant lacked sufficient operating capital to buy the coal, lime, and other consumables needed to generate power as required under its PJM obligations.
• Despite those warnings, prior management refused to provide adequate funding, resulting in recurring fuel shortages, forced outages, reduced generating capability, deferred maintenance, personnel attrition, and increasing operational risk.
• Coal inventories declined to critically low levels—less than 2,000 tons, or less than five hours of run time, at one point—key suppliers stopped doing business with Pleasants, and the Debtor became increasingly dependent on advances from third parties, including TRAG and RGE, to purchase fuel and other essential consumables. The Debtor also fell behind on vendor obligations, insurance, property tax liabilities, and payroll.
• In August 2024, the Debtor lost access to an ash-disposal landfill because it did not pay its bills, causing substantial quantities of coal combustion residuals ("CCR") to accumulate on the Plant site and creating serious environmental and regulatory concerns. In April 2025, prior management procured lower-quality coal despite repeated warnings from Plant personnel that it would impair Plant performance and generation capacity.

The Reformer Pilot Project

Beginning in the fourth quarter of 2023, while starving the Plant of the resources necessary to operate safely and reliably, prior management directed substantial attention, personnel, and capital toward development of Omnis Group's purportedly revolutionary "Reformer" technology (the "Reformer Pilot Project"), promoted as capable of converting coal into hydrogen and valuable carbon byproducts, with prior management representing that commercialization was imminent when Omnis Group acquired the Plant.

• As technical challenges mounted and progress toward commercialization stalled, the apparent purpose of the project shifted from technology development to fundraising. Beginning in August 2024, it appears to have been used primarily as a platform for carefully orchestrated demonstrations and tours for investors, lenders, government officials, regulators, and other third parties, continuing through October 2025 notwithstanding the absence of meaningful technological progress.
• Plant personnel were frequently asked to support the project with their time and labor, without compensation to the Plant, diverting capital and labor away from the Plant's core operations and contributing materially to its broader decline.

Diversion and Misuse of WVEDA Funds

In December 2023, Quantum entered into the WVEDA Loan Agreement, pursuant to which WVEDA agreed to provide up to $50 million in funding for the Reformer Pilot Project, guaranteed by Pleasants. As a condition to funding, Quantum was required to provide dollar-for-dollar project funding and demonstrate qualifying expenditures in advance of requesting matching disbursements. WVEDA ultimately disbursed the full $50 million by June 2024, believing that Quantum had made matching expenditures.

• The Debtor's investigation has uncovered evidence that nearly all the WVEDA funding was obtained through a scheme involving circular fund transfers, related-party transactions, and invoices of suspect legitimacy. Preliminary findings indicate that funds were transferred from Omnis Energy to StarSource, LLC ("StarSource")—an entity controlled by Mr. Hodson—and subsequently returned to Omnis Energy before being retransferred and returned again, with only the outbound transfers presented to WVEDA and the West Virginia State Auditor's Office as purported Reformer Pilot Project expenditures.
• The Debtor has further identified more than $114 million in suspicious invoices issued by Industrial Accessories Company ("IAC"), including four invoices totaling approximately $100.6 million submitted to the State of West Virginia in support of matching-fund requests. Although those invoices state that IAC received advance payment of $50 million from Quantum, the Debtor has identified less than approximately $4.2 million in actual payments, and has determined that approximately $39.6 million of WVEDA-disbursed funds were transferred directly to IAC accounts. Despite repeated requests, neither IAC nor prior management has provided a meaningful accounting of these funds.
• WVEDA declared multiple defaults under the applicable loan documents in July 2025, including for the alleged misuse of loan proceeds. Following the June 2026 maturity of the WVEDA Loan without repayment, WVEDA advised the Debtor that it will not accept any consensual resolution that places former management back in control of the Plant.

The Element H and Bilt Transactions

From at least December 2023, Mr. Hodson also pursued development of a cryptocurrency-mining data center to be co-located with the Plant, premised on supplying power through a "behind-the-meter" microgrid that would bypass the PJM transmission system. Plant personnel and PEMS repeatedly advised that such a project was not feasible, citing, among other issues, the Plant's existing capacity and energy commitments to PJM.

• Despite those warnings, on March 26, 2025, Mr. Hodson caused Pleasants to enter into a power purchase agreement (the "P-EH PPA") with Element H Data, LLC ("Element H")—a Hodson affiliate 50% owned by Omnis Mining Technologies, LLC, a wholly owned subsidiary of Omnis Global, and on whose management team Mr. Hodson's son, Jonathan Hodson, serves—to deliver behind-the-meter power. Element H was formed on the same day the P-EH PPA was executed.
• Two days later, Element H entered into a related power purchase agreement with Bilt (the "EH-Bilt PPA"), to which Pleasants was not a party. Shortly thereafter, Bilt transferred approximately $22.249 million to Pleasants as a purported "Commitment Fee," and Mr. Hodson executed the Bilt Note on behalf of Pleasants, agreeing to repay $20 million of the Commitment Fee under his personal guaranty.

The Debtor has identified significant concerns surrounding the commercial purpose and economic substance of these transactions:

• At the time of the transactions, Mr. Hodson controlled or otherwise significantly influenced both Element H and Pleasants.
• The P-EH PPA required Pleasants to supply power to Element H at a price not exceeding $30.54 per MWh, substantially below the Plant's actual cost of generation, and internal analyses provided to Mr. Hodson projected losses to Pleasants exceeding one billion dollars over the life of the P-EH PPA (inclusive of extension terms).
• The P-EH PPA purported to grant Element H the right to acquire 1,300 MW of power—more than the full output of the Plant—even though that same capacity had already been committed to PJM.
• Of the $22.249 million received from Bilt, $20 million was immediately transferred from Pleasants to Omnis Energy the same day, at Mr. Hodson's direction.

FERC Investigation

From 2023 through mid-2025, Pleasants incurred significant operating losses caused by misconduct and mismanagement by prior leadership, inadequate working capital, and deferred maintenance that caused significant generation outages that impaired the Plant's performance. In October 2025, FERC began investigating Pleasants' operations during the 2023–25 period, as well as certain other Omnis Parties affiliates (the "FERC Investigation"). Depending on its outcome, certain Capacity Revenue earned during the review period may be subject to disgorgement, and Pleasants may face additional, potentially significant fines. Since taking control, current management and its advisors have cooperated with FERC and undertaken efforts to address the operational, financial, and compliance issues inherited from prior management.

Appointment of Independent Management

In late October 2025, following the defaults on the TRAG/RGE loans, TRAG, RGE, Omnis Global, Quantum, and the Debtor entered into a forbearance agreement (the "First Forbearance Agreement"), under which TRAG and RGE agreed to forbear from exercising remedies and Pleasants engaged AlixPartners to assist with developing a revised business plan and designing a restructuring strategy to maximize enterprise value. The First Forbearance Agreement expired on November 30, 2025.

• With appropriate governance and controls still lacking and the loans still in default, on February 6, 2026, TRAG, RGE, Omnis Global, Omnis Energy, Quantum, and Pleasants entered into an Amended and Restated Forbearance Agreement (the "A&R Forbearance Agreement"), which provided for robust governance and management changes, including the appointment of an independent manager at Pleasants and Quantum and a new Chief Executive Officer of Pleasants.
• On February 12, 2026, Gilbert Nathan was appointed as Independent Manager and sole Director of Pleasants and as an Independent Director of Quantum, and David Hindman was appointed as Chief Executive Officer of Pleasants. At the same time, former management, including Simon Hodson and Randall Smith, was removed from the respective positions of CEO, CFO, and Directors of the Board of the Debtor.
• The A&R Forbearance Agreement granted the CEO authority over all operational decisions regarding the Plant—including payments and expenditures, hiring and removals, and incurring indebtedness—empowered the Independent Manager and CEO to act "with the primary objective of maximizing the value of the [Plant]," and contemplated a process for sale of the Plant. It further provided that the Independent Manager could not be removed without the lenders' prior written consent until TRAG and RGE were repaid in full in cash, and granted TRAG and RGE a first-priority lien on substantially all of the Debtor's assets and property, including the Plant.

Following Mr. Nathan's appointment, Pleasants retained HSF Kramer as general corporate counsel to assist with stabilizing operations and exploring restructuring alternatives and Sidley Austin LLP as special regulatory counsel to represent the company in the FERC Investigation. The Debtor had engaged AlixPartners in October 2025 as financial advisor and subsequently retained Young Conaway Stargatt & Taylor, LLP as co-restructuring counsel with HSF Kramer.

Operational Improvements and Restructuring Efforts

Since the Debtor's transition to independent management, the Debtor and its advisors have focused on stabilizing operations, rebuilding the workforce, strengthening vendor and commercial relationships, improving regulatory compliance, and preserving and enhancing the value of the Plant. Among other measures, the Debtor has worked collaboratively with PJM to address issues arising from prior management's capacity-testing practices, significantly reducing the potential economic consequences, and retained experienced technical consultants and industry advisors to evaluate Plant operations, update operational parameters submitted to PJM, and prepare for critical testing and performance events that directly affect the Plant's value.

• Notwithstanding these improvements, the Debtor remains in default on the WVEDA Loan and the Bilt Loan, if legitimate, and the TRAG/RGE Loans likewise remain unpaid.
• In the months and weeks leading up to the Petition Date, the Debtor engaged with key stakeholders—including WVEDA, TRAG/RGE, Quantum, and Simon Hodson's representatives—regarding a consensual out-of-court restructuring that contemplated extending the maturity dates on funded debt and, once operations were sufficiently stabilized, pursuing a value-maximizing sale. Consensus was reached among TRAG/RGE, WVEDA, and Pleasants, but Quantum and Simon Hodson would not agree to any restructuring.
• Consistent with these discussions, the Debtor and its management team worked to identify suitable purchasers of the Plant, intend to file a motion seeking approval of bidding procedures for a robust and competitive marketing and sale process, and are in the process of selecting a qualified and experienced investment banker.

Prior Management's Efforts to Displace Independent Management

Former insiders and affiliated parties recently accelerated their efforts to sideline current management through a series of coordinated actions designed to displace the independent governance structure installed to protect the Debtor and its stakeholders:

• Attempted to implement transactions that would undermine the Plant's ability to operate and potentially divert substantial value to the Omnis Parties, including entering into a purported lease agreement that, if valid, would make operating the Plant impossible, and selling behind-the-meter power and capacity, which is not permitted for a recipient of a PJM capacity auction award.
• On July 8, 2026, Omnis Global, Omnis Energy, and Quantum filed a complaint in West Virginia state court against TRAG/RGE and Gilbert Nathan, in his capacities as independent manager of Pleasants and Quantum, seeking emergency injunctive relief and alleging, among other things, that TRAG/RGE had breached the A&R Forbearance Agreement by failing to provide a payoff letter and had denied the Omnis Parties access to Pleasants' books and records. The court summarily denied the requested temporary restraining order, finding that the Omnis Parties had failed to demonstrate a basis for emergency relief.
• On July 16, 2026, entities with an indirect equity interest in the Debtor and affiliated with former management—including Angela Chen Sabella, Dynamic Holdings Corporation, Dynamic Finance Corporation, and Harmony Trust—attempted to deliver an uncertified paper check for $75.64 million to TRAG/RGE's counsel, asserting that the delivery constituted repayment in full of the TRAG/RGE Loans. TRAG/RGE declined to accept the check, noting that the amount was less than the outstanding balance and that it could not accept the check without additional diligence concerning the payor, the source of funds, and the suspected related-party transaction. Determining that the payout attempt may qualify as a related-party transaction requiring his approval—and having had his requests for more information repeatedly rejected—the Independent Manager rejected the transaction.
• On July 20, 2026, Omnis Parties representatives declared that the rejected payment had terminated the A&R Forbearance Agreement, announced an intention to remove Mr. Nathan and reinstall the Debtor's former leadership, and maintained that Mr. Nathan is no longer the Independent Manager of Pleasants and that Charles Gassenheimer had assumed control of Pleasants as a director.
• In response, TRAG and RGE filed an answer and counterclaims arguing that the Omnis Parties breached the A&R Forbearance Agreement, refused to provide information necessary to verify the purported payoff, and that the attempted payoff constituted a related-party transaction requiring the Independent Manager's authorization, and simultaneously filed a motion for a temporary restraining order and preliminary injunction to preserve the current governance and operational status quo, in which Mr. Nathan joined. On July 24, 2026, the court denied the TRAG/RGE request, and the parties' claims remain outstanding.
• Although the court made no express legal or factual findings other than a general finding that the requirements for injunctive relief had not been met, the Omnis Parties presented the denial as approval of their attempt to remove Mr. Nathan, notified plant personnel, the Debtor's counterparties, WVEDA, and others that Mr. Nathan is no longer the Independent Manager, and announced their intent to appear at the Plant premises on Monday, July 26, and to enter by force if necessary.

The Chapter 11 Filing

Against this backdrop, the need to file chapter 11 became immediate. The Debtor determined that a chapter 11 process was the only means to remove the overhang of the Omnis Parties' fraudulent conduct, financial defaults, and persistent efforts to exert control over the Plant, and that the aggressive and reckless actions of the Omnis Parties over the preceding weeks made clear it could not wait to commence a case without risking further value erosion. The Debtor filed its voluntary petition in the U.S. Bankruptcy Court for the District of Delaware on July 27, 2026.

• The Debtor enters chapter 11 from a position of substantially improved operational stability, with a valuable operating asset, an experienced management team, and the support of trusted advisors, and a clear objective: to preserve and maximize the value of the Plant through a fair, transparent, and competitive sale process while removing the distractions wrought by former management.
• In the months before the Petition Date, the Debtor engaged in productive discussions with numerous potential sale counterparties interested in purchasing its assets and potential financing parties interested in providing debtor-in-possession financing, and will move expeditiously to implement a robust marketing and sale process to facilitate a value-maximizing transition to new ownership.
• The Debtor's stated mission is to preserve and maximize the value that current independent management has begun to carefully rebuild and to investigate and prosecute claims against former management for the benefit of its stakeholders who have paid the price all along the way.