Tilson Technology: Gigapower Dispute Triggers 111-Day Sale

Tilson Technology Management, Inc. and its affiliated entities Boundless Broadband, LLC and Tilson Middle Street Holding, LLC filed for chapter 11 bankruptcy protection on May 29, 2025, in the United States Bankruptcy Court for the District of Delaware (Case No. 25-10948, Judge Brendan L. Shannon). The Portland, Maine-based telecommunications contractor cited AT&T's Gigapower venture as the driver of its financial distress, listing debt between $100 million and $500 million. The company's operating assets sold to ITG Communications, LLC for $22.073 million 111 days later, compared with the $361 million in assets shown on Tilson's July balance sheet.

The bankruptcy stemmed from a contract dispute with Gigapower, LLC, a joint venture between AT&T and BlackRock formed with a $1.5 billion funding commitment. According to the First Day Declaration, Gigapower had contracted Tilson to build fiber networks worth approximately $600 million in backlog across Las Vegas, Nevada, and Gilbert and Chandler, Arizona. When Gigapower terminated those contracts in spring 2025, Tilson had $109 million invested in the projects and nearly $20 million in unpaid invoices. The company filed a breach-of-contract lawsuit seeking more than $200 million in damages—litigation subsequently sold to Winston I LLC for an undisclosed sum.

Company Background and Growth Trajectory

Tilson Technology Management began in 1996 as a technology training company before evolving into a national telecommunications and IT consulting firm specializing in fiber and wireless network design, construction, and maintenance. Under the leadership of Joshua Broder—a decorated Army veteran awarded the Bronze Star for service in Afghanistan—the company grew from approximately 10 employees in 2009 to over 400 by 2019. At the time of its bankruptcy filing, Tilson operated 22 regional offices across the United States and employed approximately 600 people nationwide, with 67 based in Maine.

The company appeared on the Inc. 5000 list for 14 consecutive years. Under Broder's leadership, Tilson reached $77 million in annual sales before continuing its expansion. Its 2025 Inc. 5000 ranking placed Tilson at #2428 with 174% three-year growth. The company recruited military veterans through the Department of Defense's SkillBridge program and was named the SBA's Maine and New England Veteran Owned Small Business of the Year in 2017, with approximately half of its workforce comprising veterans.

In January 2024, Darrell Ingram succeeded Broder as CEO, with Broder remaining as executive board chairman while continuing to lead Tilson Infrastructure, a company spun out in 2019. When the Gigapower dispute emerged, Broder personally provided an additional $10 million in bridge funding through a subordinated note. The company operated through two primary business segments: Tilson Consulting, an advisory practice with over 80 consultants that had achieved 30% topline growth since 2021, and Design Build, the fiber and wireless network construction division involved with Gigapower.

The Gigapower Contract and Termination of Work

In 2022, Gigapower contracted with Tilson to design and build fiber networks in Las Vegas, Nevada, and Gilbert and Chandler, Arizona. The contracts represented approximately $600 million in backlog, making Gigapower Tilson's largest customer.

Gigapower launched in May 2023 as a 50/50 joint venture between AT&T and BlackRock's infrastructure investment arm. With Bill Hogg as CEO and a $1.5 billion funding commitment, the venture aimed to build open-access wholesale fiber networks serving an initial 1.5 million customer locations. Deployment markets included Las Vegas, the Phoenix metropolitan area, northeastern Pennsylvania, Alabama, and Florida. AT&T Fiber would serve as the first retail provider on Gigapower's commercial wholesale platform.

The relationship shifted beginning in early 2025. According to court filings, Gigapower began withholding payments and delaying construction work without contractual basis. By the time of bankruptcy, Tilson had invested approximately $109 million of net cash into the Gigapower projects, consuming free cash flow from its business lines. Unpaid invoices totaled nearly $20 million.

The layoffs in Arizona and Nevada led to a WARN Act class action. Two former employees—Jeffrey Hals of Arizona and Charles Mamala Jr. of Nevada—filed a class action complaint in bankruptcy court alleging violations of the Worker Adjustment and Retraining Notification (WARN) Act. The lawsuit claims Tilson's layoffs affected up to 133 employees across both facilities, with more than 50 terminated at each location without the required 60-day advance notice. On May 5, 2025, Nevada employees were informed they were being furloughed without pay for two weeks; Arizona staff were summoned to a Microsoft Teams meeting and told their positions were eliminated effective the following day. As of December 2025, Tilson had filed an answer to the complaint, and the matter remained in early scheduling stages.

Debt Structure and DIP Financing

The bankruptcy filing detailed the capital structure at the time of the filing. The top 30 unsecured creditors alone were owed almost $40 million, and total debt fell within the $100 million to $500 million range according to court filings.

The debtors obtained court approval for debtor-in-possession financing to fund operations during the chapter 11 proceedings. Judge Shannon granted Tilson access to the $37.5 million facility provided by existing lenders to support restructuring activities. The Final DIP Order authorized total availability of up to $150 million, including up to $37.5 million in new-money revolving loans and $37.5 million in term loans. Interest on revolving loans accrued at SOFR plus 10%, while term loans carried a 10% payment-in-kind rate. The facility included a roll-up provision allowing conversion of up to three times new money commitments from prepetition secured debt. Tilson announced the $37.5 million DIP commitment alongside its bankruptcy filing, with CEO Ingram stating the "core business is strong, but we need to reset after one client's failure to manage its relationships with its host communities and pay us for the work we performed."

The Cash Collateral Motion and related first-day motions authorized critical vendor payments of up to $12.5 million, employee wages and benefits of up to $3.192 million, utility adequate assurance deposits of $60,000, and prepetition tax payments of up to $50,000. The ARI Fleet dispute was resolved through a July 2025 stipulation authorizing approximately $1.28 million for May through July services, with the lease ultimately rejected effective September 17, 2025.

The 111-Day Sale Process

Tilson's path through chapter 11 proceeded through a section 363 sale process under DIP lender milestones. Woodward Park Partners, LLC served as investment banker, running a marketing process that contacted more than 170 potential purchasers, secured approximately 60 signed NDAs, and conducted over 150 diligence calls. An electronic data room was established to facilitate due diligence, and the assets were marketed as a going concern.

ITG Communications, LLC, a Hendersonville, Tennessee-based national provider of installation, maintenance, and construction services, was the stalking horse bidder. The Bid Procedures Order established a September 5, 2025 deadline for competing offers, with an auction scheduled for August 28, 2025. Four qualified bidders ultimately participated, with the joint bid from Clear Plan, LLC and Lumin8 Transportation Technologies, LLC valued at approximately $14 million serving as the back-up bid.

The sale hearing occurred on September 15, 2025, and the court entered the Sale Order the following day. ITG's winning bid of $22.073 million plus assumed liabilities compared with the $361 million in book assets shown on Tilson's July balance sheet; the company reported negative operating cash flow. The sale closed on September 17, 2025, 111 days after the bankruptcy filing.

ITG exercised a designation right under the purchase agreement, assigning specific assets and contracts to ClearPlan, LLC for $5 million of the total purchase price. ClearPlan received designated accounts receivable, laptops and equipment, marketing materials, and certain employees. Separately, Boundless Broadband's Vermont retail internet service provider operations were sold to Selectronics Corporation—parent of Waitsfield Telecom and Champlain Valley Telecom—for $4.195 million, closing on September 5, 2025.

The assets sold to ITG included substantially all tangible and intangible personal property: the fiber network, intellectual property, assumed contracts, permits, licenses, real property, goodwill, and acquired documents. Assets excluded from the sale included avoidance causes of action, the sellers' cash, and accounts receivable paid as of the closing date. CEO Ingram characterized the transaction as a key step in the company's restructuring efforts.

The Gigapower Litigation

While the operating business was sold, Tilson's claims against Gigapower followed a separate path. On July 24, 2025, Tilson filed a breach-of-contract lawsuit in the Business Court of Texas, First Division, seeking more than $200 million in damages. The lawsuit alleged Gigapower breached its contracts through delayed payments, withheld funds, and improper terminations. Tilson's initial estimate of termination charges alone across the three markets exceeded $115 million, with additional claims for unpaid invoices and work performed.

Gigapower responded. A company spokesperson told Light Reading that "Gigapower did not breach our contract with Tilson" and that the company would "vigorously defend ourselves in court." On September 17, 2025, Gigapower filed counterclaims alleging negligent performance and breach of contract by Tilson. The counterclaims asserted that Tilson's alleged non-performance caused significant damages, including costs incurred to complete work Tilson failed to perform and potential exposure to mechanic's liens. A stipulation approved September 4, 2025 modified the automatic stay to permit the Texas litigation to proceed through final judgment, with Gigapower explicitly preserving its affirmative defenses, recoupment rights, and setoff rights.

The broader context of the Gigapower relationship included construction quality concerns documented in Arizona. The CWA union published "The Gigapower Gamble", a report documenting contractor oversight failures, with a subsequent release alleging that Gigapower contractors were responsible for at least 40 underground utility hits in Mesa, Arizona, accruing over $135,000 in damages over 18 months. Local Phoenix news coverage documented more than a dozen no-pay complaints filed against Tilson with the Arizona Registrar of Contractors, along with resident reports of damaged driveways and, in one case, a sewage line destroyed by construction crews. Gigapower stated it "continues to build our network in Gilbert and Chandler with other contractors."

The estate sold the claims to Winston I LLC, a Delaware-registered entity. The purchase agreement was executed September 30, 2025, with the Claims Sale Order entered October 15, 2025 and closing occurring October 17, 2025. The purchase price was filed under seal. The transaction was structured as a transfer of equity interests in Tilson Southwest—the entity holding the Gigapower claims—to the purchaser. Under the distribution waterfall, the estate retained $2.5 million from the proceeds for wind-down costs and professional fees, with remaining proceeds applied first to DIP obligations and then to prepetition secured obligations.

Creditor Recovery and Wind-Down

The Official Committee of Unsecured Creditors was appointed on June 17, 2025, comprising seven members: National Trench Safety, Inc.; The Barricade Co., LLC; JK Communication & Construction, Inc.; RoadSafe Traffic Systems, Inc.; Sunbelt Rentals, Inc.; LifeXpeedFi LZ LLC; and Core Trucking. The committee retained Lowenstein Sandler LLP as lead counsel, Blank Rome LLP as Delaware co-counsel, and Province, LLC as financial advisor.

Professional fees through November 2025 totaled approximately $4.024 million. The court approved Key Employee Incentive Plan (KEIP) and Key Employee Retention Plan (KERP) programs to retain personnel through the sale process. The KERP covered approximately 25 non-insider employees across finance, engineering, sales, and operations, with awards ranging from 9% to 37% of annual base salary and a maximum aggregate payout of $1.1 million. Payments were structured as 50% on July 11, 2025, with the remaining 50% payable upon the earlier of October 3, 2025 or plan confirmation. The KEIP covered six members of the Senior Leadership Team, with performance metrics tied to successful closing of asset sales and Gigapower recovery. Target payout was $1.603 million, with stretch targets reaching $2.503 million.

As of December 2025, the estates remained in wind-down phase. The exclusivity period for filing a chapter 11 plan extended through December 30, 2025, with the solicitation deadline set for February 23, 2026. The $2.5 million reserved from the Gigapower claims sale provides funding for remaining wind-down costs and professional fees. An additional adversary proceeding was filed December 15, 2025, seeking turnover of $190,300 from Consolidated Pump & Equipment, L.L.C. based on alleged overpayment for vacuum trailers.

Industry Context

The Tilson bankruptcy occurred during record fiber deployment activity in the United States. According to the Fiber Broadband Association, 2024 saw a record 10.3 million U.S. homes passed with fiber, bringing the total to 88.1 million—representing 56.5% of U.S. households. S&P Global notes that capital intensity in telecommunications remains higher than most industries, averaging 15 cents or more of capital investment per revenue dollar, with high debt levels across the sector. The global fiber-to-the-home market reached an estimated $56.03 billion in 2024 and is projected to grow at 12.4% annually through 2030. Labor costs accounted for 60-80% of overall fiber deployment expenses.

Investor feedback during an equity raise in late 2023 and early 2024 cited concerns about customer concentration and working capital absorption. Gigapower was a $1.5 billion joint venture backed by AT&T and BlackRock; payment delays and contract terminations preceded Tilson's bankruptcy filing.

Tilson reported remaining contractual backlog of approximately $811 million (excluding terminated Gigapower volumes), a sales pipeline of $2.23 billion, and long-dated operations and maintenance contracts worth $500 million over 25 years. Recent contract wins included a $125 million fiber-to-the-home design-build contract executed on May 21, 2025—just eight days before the bankruptcy filing—and notification of selection for a $30 million state department of transportation maintenance award. The historical 40% conversion rate from pipeline to backlog was disclosed in filings. The sale price was $22.073 million for a business with $361 million in book assets.

Frequently Asked Questions

What caused Tilson Technology Management's bankruptcy?

Tilson filed chapter 11 after Gigapower, LLC—a joint venture between AT&T and BlackRock—terminated approximately $600 million in fiber construction contracts in spring 2025. Tilson had invested $109 million into these projects and was owed nearly $20 million in unpaid invoices when the contracts were terminated.

Who purchased Tilson's assets?

ITG Communications, LLC, a Tennessee-based telecommunications contractor, acquired Tilson's primary operating assets for $22.073 million plus assumed liabilities. ClearPlan, LLC received a $5 million designation of specific assets, and Selectronics Corporation purchased the Vermont ISP operations for $4.195 million.

How long was Tilson in bankruptcy?

The chapter 11 case proceeded from filing on May 29, 2025, to sale closing on September 17, 2025—a total of 111 days.

What happened to the Gigapower lawsuit?

Tilson filed a breach-of-contract lawsuit seeking more than $200 million in damages against Gigapower. The estate sold the claims to Winston I LLC for an undisclosed sum, with closing on October 17, 2025.

What was the DIP financing structure?

The DIP facility provided up to $150 million in total availability, including $37.5 million in new-money revolving loans and $37.5 million in term loans. Interest on revolving loans accrued at SOFR plus 10%, and term loans carried a 10% PIK rate.

How many employees were affected?

Tilson employed approximately 600 people nationwide at filing. The Gigapower contract terminations led to layoffs affecting up to 133 employees in Arizona and Nevada, triggering a WARN Act class action lawsuit.

What was Tilson's debt at filing?

Total debt ranged between $100 million and $500 million, including approximately $177.5 million in first lien debt, $74 million in subordinated notes, $58 million in trade debt, and $12.8 million in fleet lease obligations.

Who served on the unsecured creditors committee?

The seven-member committee included National Trench Safety, Inc.; The Barricade Co., LLC; JK Communication & Construction, Inc.; RoadSafe Traffic Systems, Inc.; Sunbelt Rentals, Inc.; LifeXpeedFi LZ LLC; and Core Trucking.

What was Gigapower's response to the lawsuit?

Gigapower denied breaching its contracts and filed counterclaims alleging negligent performance and breach of contract by Tilson. A stipulation modified the automatic stay to permit the Texas litigation to proceed through final judgment.

What were professional fees in the case?

Professional fees through November 2025 totaled approximately $4.024 million, with Woodward Park Partners receiving $1.158 million as investment banker, Verrill Dana LLP receiving $944,209 as debtor counsel, and Province, LLC receiving $614,583 as UCC financial advisor.

Who is the claims agent for Tilson Technology Management?

Omni Agent Solutions serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

For analysis of additional bankruptcy cases in the telecommunications and infrastructure sectors, visit ElevenFlo's bankruptcy blog.