Pine Gate Renewables, LLC filed an emergency motion seeking bankruptcy court approval of bidding procedures for the sale of substantially all of its solar power development assets through a competitive process featuring three stalking horse bidders offering approximately $1.4-1.5 billion in credit bids.
The renewable energy developer's motion, filed November 6, 2025, in the U.S. Bankruptcy Court for the Southern District of Texas, proposes an expedited sale timeline with a bid deadline of December 15, 2025, and auction scheduled for December 17, 2025. The company is requesting an emergency hearing on November 10, 2025, to approve the bidding procedures that would divide its solar project portfolio among three existing secured lenders serving as stalking horse bidders.
Three-Way Stalking Horse Structure
The proposed sale divides Pine Gate's assets into three distinct portfolios, each corresponding to collateral securing different lenders' debt:
Brookfield's Bid: BII BID Solar II Aggregator, LP is offering a credit bid of approximately $500-$587 million for solar power projects primarily under construction or operating that serve as collateral for Brookfield's prepetition and DIP facilities.
Carlyle's Bid: Summit Infrastructure LLC proposes a $320 million credit bid for similar operating and construction-stage solar projects securing Carlyle's debt facilities.
Fundamental's Bid: FP Acquisition Holdings LLC has submitted a $624 million credit bid for primarily development-stage solar projects, subject to potential reductions up to $5 million based on removed assets.
Each stalking horse bidder would receive expense reimbursements capped at $3 million, payable only from proceeds of competing transactions that exceed their bids.
Expedited Bidding Timeline
The motion outlines a compressed bidding schedule driven by the company's liquidity constraints. Key deadlines include:
- November 14, 2025: Deadline for non-binding indications of interest
- December 15, 2025: Final deadline for binding bids at 5:00 p.m. Central Time
- December 17, 2025: Auction at 10:00 a.m. Eastern Time at Latham & Watkins' New York offices
- December 22, 2025: Final sale hearing, subject to court availability
Qualification Requirements for Competing Bids
The proposed bidding procedures establish strict qualification requirements for potential competing bidders. To submit a qualified bid, parties must provide a 10% cash deposit, executed purchase agreements, committed financing documentation, and demonstrate financial capability to consummate transactions and cover ongoing Chapter 11 costs.
The procedures specify that competing bids must exceed the applicable stalking horse bid by a minimum overbid amount plus the associated $3 million expense reimbursement, ensuring that any successful competing bid would generate additional value for the estate.
Legal Justification for Sale Process
Pine Gate argues the proposed sale satisfies the business judgment standard under Section 363(b) of the Bankruptcy Code, citing extensive pre-petition marketing efforts that reached over 235 potential buyers. The company's investment banker, Lazard, facilitated access to confidential information for approximately 150 parties that executed non-disclosure agreements, resulting in preliminary indications of interest from over 20 parties as of the petition date.
"The Debtors believe the Bidding Procedures ... are fair and appropriate and will enable the Debtors to maximize value while providing parties in interest with a level playing field," the motion states.
Contract Assignment Procedures
The motion also seeks approval of procedures for assuming and assigning executory contracts and unexpired leases to successful bidders. The proposed timeline includes:
- November 28, 2025: Deadline for assumption notices to contract counterparties
- Various deadlines: For contract objections based on cure costs or assignment terms
- Post-auction period: Additional notices identifying specific contracts for assignment to successful bidders
Emergency Relief Requested
Pine Gate is seeking emergency consideration under Bankruptcy Rule 6003, arguing that delays would cause "immediate and irreparable harm." The company requests waiver of standard 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) to implement the sale process immediately upon court approval.
The emergency motion emphasizes that the proposed bidding procedures "comply with applicable law, provide good and sufficient notice to all parties in interest, and facilitate the Debtors' ability to accept the highest (or otherwise best) offers for the Assets."
Court Jurisdiction and Representation
The case, numbered 25-90669 (CML), is being handled by Judge Christopher M. Lopez in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division.
The structured approach to the asset sale, featuring three simultaneous stalking horse processes, represents an unusual strategy designed to maximize value across different categories of solar development assets while accommodating the secured lenders' existing collateral positions.
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