NFN8 Group, Inc., along with affiliates NFN8 Capital, LLC and NFN8 Holdings, LLC, filed an amended motion on March 3, 2026, seeking approval of bidding procedures for the sale of substantially all of the debtors' assets under Section 363 of the Bankruptcy Code. The jointly administered Chapter 11 cases are pending before the United States Bankruptcy Court for the Western District of Texas, Austin Division, under Case No. 26-10193.
Company Background and Business Operations
The three debtor entities filed voluntary Chapter 11 petitions on February 2, 2026. The debtors' service address is 13809 Research Boulevard, Suite 785, Austin, Texas 78750.
The debtors' primary assets consist of rights and arrangements to procure, control, and utilize electrical power at their operating facilities, together with related site-control interests, operational infrastructure, customer and revenue-generating relationships, and associated equipment and personal property. The motion collectively refers to these as the "Assets."
Business Justification for the Sale
The debtors have determined, in the exercise of their business judgment, that a timely sale of all or part of their assets is in the best interests of the debtors, their estates and creditors, and all parties in interest. The motion states that a protracted Chapter 11 case could permanently deplete the value of the debtors' estates.
The debtors have retained Synteq Digital Operations US, LLC as their broker, subject to court approval. The broker retention application was filed on February 10, 2026. The sale timeline was developed in consultation with the broker and the DIP lender.
The motion notes that if, during the marketing period, a party expresses interest in providing exit financing or infusing capital into the debtors, the debtors will consider such proposals.
Proposed Bidding Procedures
The amended motion provides for three possible sale approaches: a negotiated sale with a designated purchaser, a stalking horse bid followed by an auction, or an auction without a stalking horse bidder. Each approach requires the consent of the DIP lender.
Qualified Bid Requirements
To submit a qualified bid, a potential buyer must satisfy several requirements, including submitting a signed definitive purchase and sale agreement identifying the assets to be purchased and the purchase price. Bids may not contain any financing or due diligence contingencies and must be all-cash payable in full at closing. Each bid must be sufficient to pay the DIP obligations in full in cash and must be accompanied by evidence of financial capability.
Bidders must fully disclose their legal identity, include a good faith deposit equal to ten percent of the purchase price, and agree that their offer is irrevocable through the earlier of the closing of a sale transaction or May 29, 2026.
Stalking Horse Provisions
The debtors seek authority to designate a stalking horse bidder by March 4, 2026 at 5:00 p.m. If designated, the stalking horse bidder would be entitled to bid protections consisting of a break-up fee of no more than three percent of the purchase price and expense reimbursement not to exceed one and one-half percent of the purchase price. The motion cites prior court approvals of similar protections in the Western District of Texas.
As of the filing of the amended motion, the debtors had not received a stalking horse bid.
Auction Procedures
If the debtors receive one or more qualified bids, an auction may be conducted in a public outcry format on April 8, 2026 at 10:00 a.m. at the offices of the debtors' counsel. Only qualified bidders and their legal and financial advisors may attend the auction, which will be transcribed by a certified court reporter.
Bidding at the auction will commence at the initial highest bid. Subsequent bids must exceed the baseline bid plus any bid protections by at least $50,000, with incremental bid amounts to be determined at the auction.
The DIP lender is entitled to credit bid all or a portion of its outstanding obligations under Section 363(k) of the Bankruptcy Code and is deemed a qualified bidder for all purposes.
Sale Free and Clear of Liens
The debtors seek to sell the assets free and clear of all liens, claims, interests, and encumbrances under Section 363(f) of the Bankruptcy Code. All existing liens will attach to the sale proceeds with the same validity, priority, force, and effect. The motion states that a sale subject to existing encumbrances would result in a lower purchase price and be less beneficial to the estates.
Assumption and Assignment of Contracts
In connection with the sale, the debtors propose procedures for the assumption and assignment of executory contracts and unexpired leases to the successful bidder under Section 365 of the Bankruptcy Code. The debtors will serve an assumption and assignment notice identifying the contracts that may be assumed and assigned, the proposed cure amounts, and the applicable objection deadlines.
Counterparties that fail to timely object will be deemed to have consented to the proposed cure amounts and assumption and assignment. Any disputed cure claims will be presented to the court at the sale hearing or at a later date.
Key Dates and Timeline
- March 3, 2026: Amended motion filed
- March 4, 2026, 5:00 p.m. CT: Deadline to designate stalking horse bidder
- March 9, 2026, 9:30 a.m. CT: Hearing on the motion
- March 11, 2026, 5:00 p.m. CT: Objection deadline for stalking horse designation
- April 3, 2026, 5:00 p.m. CT: Bid deadline
- April 5, 2026, 5:00 p.m. CT: Notification of qualified bidders
- April 8, 2026, 10:00 a.m. CT: Auction (if qualified bids received)
- April 9, 2026: Auction results filed with court
- April 15, 2026: Requested sale hearing date; assumption and assignment objection deadline
- May 29, 2026: Qualified offers irrevocable through this date
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