Solar Installer Lumio Sold to Zeo Energy for $4 Million Cash and Stock

Lumio Holdings, Inc., a Lehi, Utah residential solar installer that scaled to 37 states through a five-company roll-up, used chapter 11 to run a fast court-supervised sale rather than a going-concern reorganization. After an initial $100 million White Oak credit bid fell away, the assets were sold to Zeo Energy Corp. for $4 million in cash plus 6,206,897 shares of Zeo stock and assumed liabilities, with the Zeo equity transferred to White Oak in partial satisfaction of its superpriority claims. A liquidating plan then routed remaining estate assets into a trust that, more than a year after emergence, is still reconciling roughly 950 proofs of claim and prosecuting adversary litigation against former insiders.

Lumio and affiliate Lumio HX, Inc. filed chapter 11 on September 3, 2024 in the U.S. Bankruptcy Court for the District of Delaware, lead case 24-11916 before Judge J. Kate Stickles. The first-day declaration of chief restructuring officer Jeffrey T. Varsalone described the debtors as carrying about $300 million of principal debt and pursuing a value-maximizing sale of substantially all assets on a roughly 45-day timetable. The case sequencing — sale first, plan second — defines Lumio as a 363-driven liquidation in which the plan served primarily as a mechanism for claims resolution and final distributions.

Debtor	Lumio Holdings, Inc. (and affiliate Lumio HX, Inc.)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-11916
Judge	Hon. J. Kate Stickles
Petition Date	September 3, 2024
Headquarters	Lehi, Utah
Industry	Residential solar installation
Principal Debt at Filing	~$300 million
DIP Facility	Up to $8 million new-money White Oak facility ($4 million interim)
Stalking Horse Bid	$100 million White Oak credit bid (withdrawn)
Winning Bidder	Zeo Energy Corp.
Purchase Price	$4 million cash + 6,206,897 Zeo shares + assumed liabilities
Sale Order	November 1, 2024
Confirmation Date	February 3, 2025
Plan Effective Date	February 18, 2025
Liquidating Trustee	Jeffrey T. Varsalone
Claims Agent	Stretto, Inc.

Open the public case profile for docket context, hearings, advisors, and plan updates.

Five-Company Roll-Up and National Expansion

Lumio was built as a roll-up of regional solar installers. The company announced in June 2021 that it had formally combined five firms — Atlantic Key Energy, DECA, LIFT Energy, Our World Energy, and Smart Energy Today — into a single platform. At launch the combined business reported 3,500 employees across 37 states and a gross sales run rate above $1 billion, and identified co-founders Greg Butterfield and Jonathan Gibbs as the early leadership team. The merger footprint spanned Florida, Texas, Utah, and Washington, anchored by the home markets of the constituent installers.

The first-day declaration described Lumio as a vertically integrated residential solar provider operating primarily in the southern United States and, at filing, the largest privately held company in its segment. By the time it filed chapter 11, Lumio had narrowed its footprint to 16 states, a contraction PV Tech noted arrived less than four years after formation.

Leadership transition in 2024. Lumio appointed Andrew Walton as CEO in March 2024 and announced a $40 million venture capital raise around the same time. Walton's background included leadership roles at SNR Solar (SnapNrack) and experience with Sunrun and Vivint Solar. The change came roughly six months before the chapter 11 filing. Jeffrey T. Varsalone of VRS Restructuring Services was installed as chief restructuring officer and signed the first-day declaration, later carrying the engagement through into the role of liquidating trustee.

Residential Solar Downturn and the Path to chapter 11

The first-day declaration did not attribute the filing to a single cause. Varsalone cited reduced solar demand, inflation, higher interest rates, and regulatory shifts in key markets, compounded by liquidity pressure tied to financing-partner advances and potential clawbacks. Management also flagged salesforce attrition and customer-confidence risk as reasons to move quickly into chapter 11 and stabilize the business through a sale.

Those company-specific stressors tracked a broader sector downturn. Coverage around the filing pointed to an environment where elevated interest rates and tighter consumer financing reduced demand for rooftop systems, and to the impact of California's NEM 3.0 changes, which lowered export compensation in the state's largest market. Industry reporting placed Lumio's filing alongside 2024 bankruptcies by other residential installers, including SunPower and Titan Solar Power, framing the case as part of a sector contraction rather than an isolated event. Residential solar installers rely heavily on consumer credit and tax-equity-driven economics, which become less favorable as interest rates rise, and Lumio's merger-driven expansion across dozens of states left it exposed when financing terms tightened.

$300 Million Debt Load and White Oak DIP Financing

Lumio entered chapter 11 with a capital structure anchored by a secured term loan lender that became the DIP lender and the initial stalking horse bidder. The first-day declaration states the debtors carried about $300 million of principal debt at filing, and describes prepetition protective advances of roughly $21.8 million and $62.4 million from White Oak Global Advisors, plus about $10.8 million from Fiera, made during the months before the petition. White Oak appears throughout the case in overlapping roles: prepetition term lender, DIP lender, stalking horse sponsor, and ultimate recipient of the sale equity.

DIP structure and milestones. On the petition date the debtors sought an $8 million White Oak DIP, with $4 million available on an interim basis, to bridge operations through the sale process. The facility was a delayed draw term loan structured as a senior secured, superpriority, priming facility, and it did not roll up prepetition debt. It bore PIK interest at ABR or Term SOFR plus an applicable margin, a 4.00% PIK upfront premium, and a $35,000 annual loan evaluation fee, and required an approved 13-week budget with variance reporting as a condition to borrowing. The facility matured on the earliest of November 30, 2024, a plan effective date, a sale of substantially all assets, or acceleration. The court entered an interim DIP order on September 4, 2024 and a final DIP order on October 2, 2024.

DIP term	Summary
Facility size	Up to $8 million delayed draw term loan ($4 million interim)
Priority	Senior secured, superpriority, priming
New money	100% new money (no roll-up)
Interest	ABR or Term SOFR plus applicable margin; paid PIK monthly
Upfront premium	4.00% PIK
Annual fee	$35,000 loan evaluation fee
Maturity	Earliest of Nov. 30, 2024, plan effective date, asset sale, or acceleration
Reporting	13-week budget with variance reporting

By declining to roll up prepetition debt, the DIP facility left prepetition claims to be addressed in the plan, with the term loan resolved through the liquidating-trust waterfall rather than refinanced into the postpetition loan.

Stalking Horse Withdrawal and Sale to Zeo Energy

Lumio's sale process began with a White Oak-affiliated stalking horse and a structured bidding calendar. Before the filing, Houlihan Lokey contacted more than 100 potential purchasers as the debtors' investment banker. The sale and bidding procedures motion designated LHX Home Services, LLC, a White Oak affiliate, as stalking horse with a $100 million credit bid plus assumed liabilities, set an October 7, 2024 bid deadline, a $250,000 minimum overbid increment, and a 10% good-faith deposit, and made the stalking horse eligible for expense reimbursement if outbid. The court entered the bidding procedures order on September 25, 2024.

Bidding term	Key detail
Stalking horse	LHX Home Services, LLC (White Oak affiliate)
Stalking horse bid	$100 million credit bid plus assumed liabilities
Bid deadline	October 7, 2024 at 4:00 p.m. ET
Auction	October 9, 2024 at 10:00 a.m. ET (if needed)
Overbid increment	$250,000
Deposit	10% good-faith deposit for qualified bidders

By October 25, 2024 the debtors had pivoted away from the White Oak credit bid, filing a notice of the asset purchase agreement with Zeo Energy Corp. as purchaser. The November 1, 2024 sale order approved a transaction consisting of assumed liabilities, $4 million in cash, and 6,206,897 shares of Zeo common stock over filed objections. The order approved a structure in which the Zeo equity would be transferred directly to White Oak or its designee at closing in partial satisfaction of DIP superpriority claims, and found the deal represented the highest or otherwise best offer, transferring the assets free and clear with liens attaching to proceeds other than the transferred equity. The stock component flowed to the secured lender rather than to the broader estate, while the cash and assumed-liability components were the consideration available to the chapter 11 estate. Contemporaneously with the equity transfer, White Oak and Zeo entered into a voting agreement that secured board representation for White Oak's designee at Zeo and its support for specified corporate transactions.

Assets included and excluded. The Zeo transaction focused on contracts and the sales pipeline rather than completed projects. Reporting around the acquisition stated that Zeo would assume Lumio's solar energy contracts and intellectual property and complete installations under existing agreements. Industry reporting noted that Zeo acquired projects not yet at Permission to Operate status, while projects already operational at PTO status were excluded from the transaction. Zeo described the acquisition as a chance to bring Lumio sales representatives onto its platform and to expand through opportunistic asset purchases.

Liquidating Plan and the Recovery Waterfall

After the sale, the debtors moved for approval of a combined disclosure statement and chapter 11 plan of liquidation in December 2024, and the court confirmed the plan on February 3, 2025. The notice of effective date states the plan became effective and was substantially consummated on February 18, 2025, when the debtors were dissolved and remaining assets vested in a liquidating trust free and clear of liens, claims, and interests. Jeffrey T. Varsalone was appointed liquidating trustee effective on that date.

Class structure and the waterfall. Rather than fixing a distribution percentage at confirmation, the further revised plan ties recoveries to a waterfall on distributable proceeds from unsold claim assets. Class 3 prepetition secured term loan claims receive 70% of the first $5 million of distributable proceeds and 90% of additional proceeds, after payment of White Oak's liquidating-trust fee reimbursement. Class 4 general unsecured claims receive the residual 30% / 10% split of those same proceeds, also after the fee reimbursement. Both classes were impaired, and general unsecured claims were deemed to reject. The disclosure statement estimated the general unsecured claims pool in a wide range of roughly $24.4 million to $111.9 million and described recoveries as unknown, because final distributions depend on the trust's monetization of remaining assets, including litigation recoveries, and on the allowed amount of claims after objections.

Before confirmation, the plan's third-party release mechanism drew a pre-confirmation challenge, with Lumio arguing the releases were consensual and consistent with the Purdue Pharma ruling. The confirmation order approved the consensual third-party releases and an exculpation package covering the debtors' fiduciaries, and enforced injunctions tied to those releases. The plan vested all remaining estate assets — including retained causes of action — in the liquidating trust, the vehicle through which the trustee would later pursue insider recoveries. The plan also allowed White Oak to appoint a liquidator, at its expense, for certain unsold assets.

Bar dates and claims administration. The bar date order established the claims register deadlines, setting a general prepetition bar date 30 days after service of the bar date notice and a governmental bar date of March 3, 2025. The notice of effective date added a March 11, 2025 deadline for administrative claims incurred from January 25, 2025 through the effective date, and an April 4, 2025 deadline for final professional fee applications and rejection-damage claims tied to executory contracts or unexpired leases. The court appointed Stretto, Inc. as claims and noticing agent effective as of the petition date; Stretto maintains the official claims register and distributes case notices.

Bar date category	Deadline
General prepetition claims	30 days after service of the bar date notice
Governmental claims	March 3, 2025
Administrative claims (Jan. 25 – Feb. 18, 2025)	March 11, 2025 at 5:00 p.m. ET
Professional fee claims	April 4, 2025 at 5:00 p.m. ET
Rejection claims	April 4, 2025 at 5:00 p.m. ET

Professional Retentions and Fee Awards

The estate's professionals concentrated on the sale and the wind-down. Houlihan Lokey served as investment banker; its first-and-final fee order allowed $650,000 of compensation and $873.13 of expenses and authorized payment of an unpaid $350,000 balance. The underlying fee application states Houlihan reduced what had been a $2 million sale-transaction fee to $350,000 to facilitate the sale.

Morris, Nichols, Arsht & Tunnell served as debtors' counsel; its fifth monthly fee application for January 1 through February 18, 2025 sought $416,826.50 in fees and $3,409.69 in expenses. An official committee of unsecured creditors was active in the case, with Province, LLC as its financial advisor; Province's final fee application sought $262,675 in compensation and $2,207.66 in expenses. Stretto's final fee application sought $11,131.20 in compensation, net of a contractual discount and with no expenses.

Liquidating Trust Litigation and Claims Reconciliation

The case shifted from transaction execution to recovery work after the effective date. By late August 2025, the liquidating trustee had begun adversary litigation against former insiders and related entities, including Atlantic Key Energy LLC, one of the regional installers folded into the original roll-up. In later briefing, the trustee opposed a transfer of venue in the Atlantic Key matter and framed the litigation as part of the post-effective-date recovery effort for estate beneficiaries.

Claims reconciliation remained open well into 2026. The trust's extension motion reported roughly 950 filed proofs of claim to review, omnibus objections already filed, and a need for additional time while also handling adversary litigation and asset-liquidation work. On February 25, 2026, the court extended the claim-objection deadline through August 17, 2026, without prejudice to further extension requests.

Key Case Timeline

The milestones below trace the case from Lumio's formation through the liquidating trust's extended claims-reconciliation period; the first-day declaration established the initial 45-day sale target.

Date	Milestone
June 9, 2021	Public announcement of the Lumio convergence and national rollout
March 12, 2024	Andrew Walton appointed CEO; $40 million funding round announced
September 3, 2024	chapter 11 petitions filed in Delaware
September 4, 2024	Interim DIP order and joint-administration order entered
September 25, 2024	Bidding procedures order entered
October 2, 2024	Final DIP / cash collateral order entered
October 7, 2024	Bid deadline for competing offers
October 31 – November 1, 2024	Sale hearing held and sale order entered
November 1, 2024	Sale to Zeo Energy closed
December 13, 2024	Combined plan and disclosure statement filed
February 3, 2025	Confirmation order entered
February 18, 2025	Plan effective date; liquidating trust takes over
February 25, 2026	Claim-objection deadline extended to August 17, 2026

Frequently Asked Questions

Why did Lumio enter bankruptcy?

The first-day declaration cited reduced solar demand, inflation, higher interest rates, regulatory shifts such as California's NEM 3.0 changes, and liquidity pressure tied to financing-partner advances and potential clawbacks. Management also flagged salesforce attrition and customer-confidence risk. The filing followed a year in which other large installers, including SunPower and Titan Solar Power, entered restructuring.

What DIP financing did Lumio receive?

The debtors obtained court approval to borrow up to $8 million in new-money DIP financing from White Oak Global Advisors, with $4 million available on an interim basis. The senior secured, superpriority facility carried PIK interest at ABR or Term SOFR plus a margin, a 4.00% upfront premium paid PIK, and a $35,000 annual loan evaluation fee, and matured on the earliest of November 30, 2024, a plan effective date, or a sale of substantially all assets.

What happened to the $100 million stalking horse bid?

A White Oak affiliate, LHX Home Services, LLC, initially served as stalking horse with an approximately $100 million credit bid plus assumed liabilities. The debtors later pivoted to Zeo Energy Corp., and the assets sold at a much lower cash-and-stock valuation.

Who bought Lumio's assets and what was the price?

Zeo Energy Corp. acquired substantially all assets for $4 million in cash and 6,206,897 shares of Zeo stock, plus assumed liabilities. The sale closed on November 1, 2024, with the Zeo equity transferred to White Oak in partial satisfaction of its superpriority claims.

How are creditor recoveries structured under the plan?

The confirmed plan distributes proceeds from unsold claim assets through a waterfall. Class 3 secured term loan claims receive 70% of the first $5 million and 90% of additional proceeds, after White Oak's liquidating-trust fee reimbursement; Class 4 general unsecured claims receive the residual 30% / 10% split. The disclosure statement listed an estimated unsecured claims pool of roughly $24.4 million to $111.9 million and described recoveries as unknown.

What is the current status of the Lumio liquidating trust?

As of early 2026, the trust reported roughly 950 filed proofs of claim under review, had filed omnibus objections, and was prosecuting adversary litigation against former insiders, including Atlantic Key Energy LLC. On February 25, 2026, the court extended the claim-objection deadline to August 17, 2026.

Who is the claims agent for Lumio?

Stretto, Inc. serves as the claims and noticing agent, appointed effective as of the petition date. The firm maintains the official claims register and distributes case notices to creditors and parties in interest; its final fee application sought $11,131.20 net of a contractual discount.

For related ElevenFlo coverage of the 2024–2025 residential solar restructuring wave, see SunPower's $45 million bankruptcy sale, PosiGen's wind-down after fraud allegations, Pine Gate Renewables' chapter 11, and the comparable 363-sale-and-liquidation-trust structure in Solar Biotech.