Tonopah Solar Energy - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• On December 16, 2025, the Debtor, Tonopah Solar Energy, LLC, entered into a Restructuring Support Agreement (the "RSA") with:
  • Crescent Dunes Finance, Inc., in its capacity as lender under the Prepetition Loan Agreement (the "Prepetition Lender")
  • Crescent Dunes Investment, LLC
  • ACS Industrial Activities, Inc. (f/k/a Cobra Industrial Services, Inc.) ("ACSIA")
• The RSA contemplates a sale transaction and pre-negotiated chapter 11 plan, establishes financial and other support for a sale, and provides the basis for the Debtor to effectuate the Wind-Down.
• The Debtor commenced this Chapter 11 Case to facilitate and finish its marketing process and consummate a value-maximizing, going concern transaction for substantially all of its assets, to address financial and operational challenges related to the Power Plant, and to effectuate a sale of the Debtor's assets.
• The Plan is the best vehicle to conclude the Chapter 11 Case following a sale and to effectuate the Wind-Down.

Prepetition Debt

• The Debtor is party to the Prepetition Loan Agreement that was approved by the Bankruptcy Court as exit financing in connection with the 2020 Chapter 11 Case.
  • The Prepetition Loan Agreement provided for a term loan of $100 million (the "Prepetition Term Loan") and a revolving line of credit not to exceed $64 million (the "Prepetition Line of Credit" and, together with the Prepetition Term Loan, the "Loan").
  • The Loan bears interest at a rate of 2.9% per year.
  • The Loan was amended once, in August 2025, to increase the amount of the line of credit to provide funding in anticipation of this Chapter 11 Case, and has not otherwise been amended or modified.
  • The obligations under the Prepetition Loan Agreement are secured by a first-priority lien on substantially all of the Debtor's assets, which the Bankruptcy Court approved in the 2020 Chapter 11 Case.
• As of the Petition Date, the Debtor owed the Prepetition Lender the aggregate amount of approximately $173 million (plus accrued interest, costs, and fees).

DIP Financing

• The DIP Facility is a senior secured, first-lien and super-priority and priming debtor-in-possession delayed draw term loan facility in the aggregate principal amount of up to $10 million, provided in accordance with the DIP Loan Documents.
  • Crescent Dunes Finance, Inc. serves as DIP Lender under the DIP Facility.
  • The DIP Term Sheet is dated as of December 16, 2025, by and among Tonopah Solar Energy, LLC and Crescent Dunes Finance, Inc.
  • The Bankruptcy Court entered the Final DIP Order on February 13, 2026 [D.I. 110].

Sale Transaction

• The Debtor, with the assistance of SSG Advisors, LLC, designated Sons of Liberty Construction, Inc. ("SOLC") as the Stalking Horse Bidder.
• On February 20, 2026, the Debtor and the Stalking Horse Bidder entered into the Stalking Horse APA, which embodies the Stalking Horse Bidder's bid (the "Stalking Horse Bid") and was filed as "Exhibit I" to the Bidding Procedures Supplement [D.I. 131].
• Following a hearing on March 19, 2026, the Court entered the Sale Order [D.I. 184] approving and authorizing the sale of the Debtor's assets to the Stalking Horse Bidder pursuant to the Stalking Horse APA.
• Following the bid deadline, on March 2, 2026, the Debtor filed the Notice of Successful Bidder and Cancellation of Auction [D.I. 146]; the Stalking Horse Bidder was the successful bidder and the Auction was cancelled.

Chapter 11 Plan

• On the Effective Date, the Prepetition Lender Claim will be an Allowed Claim in the amount of $184,334,271.

Wind-Down

• The Wind-Down consists of the wind-down and dissolution of the Debtor and final administration of the Estate following the Effective Date, as set forth in Article VII of the Plan.
  • The Wind-Down Budget governs the fees, expenses, and disbursements required for the Wind-Down, subject to the consent of the DIP Lender and the Prepetition Lender.
  • The Wind-Down Funds consist of Cash in an amount consistent with the Wind-Down Budget sufficient to effectuate the Wind-Down.
  • If the Plan Administrator elects to establish a trust under Section 7.8, references to the Wind-Down Debtor will be inclusive of such trust.

2020 Restructuring History

• In early 2020, facing serious liquidity issues, TSE began discussions with Cobra Thermosolar Plants, Inc. ("CPI"), ACS Servicios, Comunicaciones y Energia S.A. ("ACSSCE"), Cobra Energy Investment, LLC ("CEI"), and the Department of Energy (the "DOE"), culminating in an agreement in principle for a restructuring support agreement (the "2020 RSA") to deleverage TSE through a pre-negotiated chapter 11 plan.
• Under the terms of the 2020 RSA, TSE entered into an Operation and Maintenance Agreement dated as of July 30, 2020 with Cobra Industrial Services, Inc. ("CIS"), which was approved by Bankruptcy Court order. Under the O&M Agreement, the O&M Operator operates the Power Plant.
• The restructuring implemented in the 2020 Chapter 11 Case included:
  • A $200 million cash payment to the DOE, plus potential deferred payments under the terms of a $100 million contingent note guaranteed by ACS to the DOE, with Cobra funding the Debtor's obligations under the 2020 Plan through new debt financing and an equity contribution;
  • Mutual releases by TSE, ACS, CPI, CEI, and the DOE of all claims on the terms set forth in the plan;
  • Ownership of TSE by ACS, CPI, CEI or an affiliate thereof; and
  • The unimpairment of all other claims.
• On December 9, 2020, the Bankruptcy Court entered the 2020 Confirmation Order approving TSE's chapter 11 plan (the "2020 Plan"), allowing TSE to emerge from bankruptcy with a significantly deleveraged balance sheet.