Pine Gate Renewables - Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Various Debtor entities, including PGR 2022 Holdco 8, LLC; Pine Gate Development, LLC; and FP 2021 Dev Holdco, LLC, among others.
• Initial Stalking Horse Bidders: The Debtors have designated three initial stalking horse bidders for separate pools of assets:
  • BII BID Solar II Aggregator, LP, and its affiliates (“Brookfield”)
  • Summit Infrastructure LLC, and its affiliates (“Carlyle”)
  • FP Acquisition Holdings LLC, and its affiliates (“Fundamental”)
• The procedures also allow the Debtors to select additional stalking horse bidders for other assets.

Assets Being Sold

• The Debtors are marketing for sale all, substantially all, or any portion of their assets, which are primarily grouped into the following categories:
  • Brookfield Assets: Solar power projects, primarily under construction or operating, that serve as collateral for Brookfield’s prepetition and DIP facilities. The sale generally includes the direct and indirect subsidiaries of the corresponding sellers.
  • Carlyle Assets: Solar power projects, primarily under construction or operating, that serve as collateral for Carlyle’s prepetition and DIP facilities. The sale generally includes the direct and indirect subsidiaries of the corresponding sellers.
  • Fundamental Assets: Solar power projects, primarily in development, that serve as collateral for Fundamental’s prepetition and DIP facilities. The sale generally includes direct and indirect subsidiaries of the equity sellers and substantially all assets of the asset sellers.
    • The Fundamental APA also includes the purchase and release of any claims held by the Debtors against their CEO, CFO, and other employees, subject to the outcome of an ongoing investigation by a Special Committee of the Board.
  • Other Assets: The Debtors' operations and maintenance (O&M) business, operated through the non-Debtor subsidiary ACT Power Services Holding Company Guarantor, LLC, and its subsidiaries.

Stalking Horse Bids

• Brookfield:
  • A credit bid of all outstanding DIP and prepetition obligations, estimated to be approximately $500 million to $587 million in aggregate, plus the assumption of certain liabilities.
• Carlyle:
  • A credit bid of $320 million of DIP and prepetition obligations.
  • The transaction is structured to mitigate potential tax consequences, whereby the buyer will acquire a partnership interest entitling it to 33% of general profits and 95% of cash, with Debtor Pine Gate Renewables, LLC retaining the remaining interest.
• Fundamental:
  • A credit bid of $624 million of DIP obligations, including costs, fees, and expenses under the Fundamental DIP Credit Agreement.

Credit Bid

• Brookfield, Carlyle, and Fundamental have each agreed to submit credit bids of their respective debt obligations for the corresponding asset pools.

Bid Protections

• Each of the three initial stalking horse bidders (Brookfield, Carlyle, and Fundamental) is entitled to an expense reimbursement capped at $3 million.
• The expense reimbursements are payable solely from the proceeds of an alternative transaction and will be reduced pro rata if such a transaction is for only a portion of the assets. Each stalking horse bidder may waive its reimbursement.
• The Debtors may, after consultation with consultation parties, offer bid protections to other stalking horse bidders for other assets or to non-stalking horse bidders to encourage participation in the sale process. Any such designation will be filed with the court via a Bid Protections Notice.

Bid Requirements

• Interested parties must first submit a non-binding Indication of Interest by the IOI Deadline.
• To be deemed a Qualified Bid, a binding offer must be submitted by the Bid Deadline and, among other requirements, must:
  • Be accompanied by an executed purchase agreement, marked with any modifications against the form APA or an applicable stalking horse agreement.
  • Include evidence of the financial ability to consummate the transaction.
  • Contain no financing, due diligence, or internal approval contingencies.
  • Clearly state the purchase price in U.S. dollars, identifying cash and non-cash components and allocating value among the assets.
• The existing Stalking Horse Bids are deemed to be Qualified Bids.

Good Faith Deposit

• Each bid must be accompanied by a cash deposit equal to 10% of the purchase price.

Overbid

• Any competing bid must exceed a stalking horse bid by an amount greater than any applicable bid protections.
• Each subsequent overbid at the auction must exceed the prior highest bid by the minimum overbid amount plus the aggregate amount of any applicable bid protections.

Auction Details

• If the Debtors receive qualified bids for any assets, they may conduct an auction on Dec. 17, 2025, in consultation with consultation parties.
• Following the auction, the Debtors, in consultation with the consultation parties, will select the highest or otherwise best bid(s) as the Successful Bid(s) and may designate the next highest or best bid(s) as Backup Bid(s).
• The initial stalking horse bidders cannot be designated as Backup Bidders without their prior written consent.
• Backup Bids must remain irrevocable for 60 days after entry of the sale order or until the closing of the successful transaction.

Assumption and Assignment

• The Debtors may assume and assign certain executory contracts and unexpired leases to the successful bidder(s).
  • Cure costs will be paid by the sellers in an equity sale or by the buyer in an asset sale, subject to certain exceptions.
• The Debtors will file an Assumption Notice listing the contracts to be assigned and the proposed cure costs for each.
• Counterparties will have 10 days from the filing of the Assumption Notice to object to the proposed assignment or cure amount. Objections related to a successful bidder's identity or adequate assurance are due by the Post-Auction Objection Deadline.
• Failure to file a timely objection will be deemed consent to the assumption, assignment, and proposed cure cost.
• The Debtors may amend the list of assigned contracts through Supplemental and Final Assumption Notices, each triggering a new 10-day objection period for affected counterparties.

Sale Free and Clear & Successor Liability

• The Debtors seek to sell the assets free and clear of all liens, claims, encumbrances, and other interests pursuant to section 363(f) of the Bankruptcy Code.
• Any successful bidder will be entitled to the protections of section 363(m) of the Bankruptcy Code as a good-faith purchaser.

Post-Closing Arrangements

• The Debtors' CEO and CFO are negotiating a term sheet to provide transitional consulting services to Fundamental for six months post-closing. This option will be made available to any winning bidder.
• The Debtors request a waiver of the 14-day stay of the sale order under Bankruptcy Rules 6004(h) and 6006(d) to facilitate an expedited closing.

Key Dates

• Bidding Procedures Hearing: Nov. 10, 2025
• Indication of Interest Deadline: Nov. 14, 2025
• Assumption Notice Deadline: Nov. 28, 2025
• Stalking Horse Designation Deadline for Other Assets: Nov. 28, 2025
• Sale Objection Deadline: Dec. 1, 2025
• Bid Deadline: Dec. 15, 2025
• Auction (if necessary): Dec. 17, 2025
• Supplemental Assumption Notice Deadline: Dec. 19, 2025
• Sale Hearing: Dec. 22, 2025
• Targeted Closing: Dec. 31, 2025