Lumio: $4M Cash-and-Stock 363 Sale and Liquidating Plan

Lumio Holdings, Inc. was a Lehi, Utah-based residential solar installer formed through the convergence of five regional firms that quickly scaled into a national platform. At launch the combined business reported 3,500 employees across 37 states and a gross sales run rate above $1 billion, positioning the company as a top-tier residential installer. By the time it filed chapter 11 on September 3, 2024, Lumio had narrowed its footprint to 16 states and was operating in a sector facing sharply weaker demand conditions.

The filing followed a leadership transition in which Lumio named Andrew Walton as CEO in March 2024 after announcing a $40 million venture funding raise. In the bankruptcy filing, the company said it was pursuing a court-supervised sale with White Oak proposing a roughly $100 million credit bid and projected a closing within two months. That stalking horse bid later fell away, and the assets were sold to Zeo Energy Corp. for $4 million in cash plus 6.2 million shares, with the transaction closing on November 1, 2024. The case then moved into a confirmed liquidating plan with an effective date on February 18, 2025.

Debtor	Lumio Holdings, Inc. and affiliated debtors (including Lumio HX, Inc.)
Court	U.S. Bankruptcy Court for the District of Delaware
Case Number	24-11916 (JKS)
Judge	Hon. J. Kate Stickles
Petition Date	September 3, 2024
Headquarters	Lehi, Utah
Industry	Residential solar installation
Operating Footprint at Filing	16 states
Launch Footprint (2020)	37 states
Employees at Launch	3,500+
Gross Sales Run Rate at Launch	$1 billion+
DIP Facility	Up to $8 million (new money)
DIP Lender	White Oak Global Advisors, LLC
Stalking Horse Bid	$100 million credit bid (withdrawn)
Winning Bidder	Zeo Energy Corp.
Purchase Price	$4 million cash + 6.2 million Zeo shares (~$6 million value)
Sale Order	November 1, 2024
Plan Confirmation	February 3, 2025
Plan Effective Date	February 18, 2025
Liquidating Trustee	Jeffrey T. Varsalone
Claims Agent	Stretto, Inc.

Chapter 11 Sale and Liquidating Plan Overview

Lumio entered chapter 11 with a stated objective of running a fast sale process. The company announced that the filing was intended to facilitate a transaction and preserve value, while continuing operations during the marketing period. That framework shows up in both the deal timeline and the financing structure. The debtors obtained a short runway of liquidity through a debtor-in-possession facility, and the case sequencing was designed to move quickly from a stalking horse process to a Sale Order, then into a liquidating plan once the asset transfer closed.

The filing announcement emphasized that the company expected to complete the sale in less than two months and to keep serving customers while the marketing process ran. That public timeline set expectations for a compressed milestone calendar and helps explain why the DIP facility was structured as a short bridge rather than longer-term restructuring capital.

Short-term liquidity and milestones. The DIP Motion shows that the debtors sought a delayed draw term loan of up to $8 million in new money from White Oak Global Advisors, LLC. The facility did not roll up prepetition debt, bore PIK interest at either ABR or Term SOFR plus an applicable margin, and included a 4.00% PIK upfront premium and a $35,000 annual loan evaluation fee. The debtors also agreed to a 13-week budget and variance reporting as a condition to borrowing, and the facility matured on the earliest of November 30, 2024, a plan effective date, a sale of substantially all assets, or acceleration/termination. This structure is consistent with a case moving quickly to a sale and liquidation rather than a long, operating reorganization. The timetable left little room for delays.

Stalking horse and bidding procedures. The Bidding Procedures Motion designated LHX Home Services, LLC, a White Oak affiliate, as stalking horse and proposed a $100 million credit bid. The bid procedures set an October 7, 2024 deadline, a potential auction on October 9, 2024, and a 10% good-faith deposit for qualified third-party bids. Overbids were required to top the stalking horse with at least a $250,000 increment, and the stalking horse was eligible for an expense reimbursement if outbid. The court entered the Bidding Procedures Order on September 25, 2024, and later approved the sale after a two-day hearing on October 31 and November 1, 2024.

Final transaction and consideration. While White Oak initially positioned itself as the stalking horse, later coverage reported that the stalking horse status was withdrawn, and Zeo Energy emerged as the successful bidder. The final transaction announced in the market was a combination of cash and stock consideration, with Zeo paying $4 million in cash and issuing 6.2 million shares of common stock valued at about $6 million at announcement. The parties announced that the sale closed on November 1, 2024, and that Zeo would use the acquisition to expand its residential solar platform.

The filing announcement also indicated that Lumio intended to continue operations while the sale process unfolded, a common strategy in consumer-facing service businesses where preserving customer relationships can support higher asset values. That focus on continuity is consistent with the buyer's decision to take over active contracts and complete installations rather than acquiring only hard assets.

Plan confirmation and effective date. After the sale, the debtors filed a Combined Plan and Disclosure Statement, then secured confirmation on February 3, 2025. The plan became effective on February 18, 2025, which triggered the vesting of remaining assets in a liquidating trust and the formal wind-down of the chapter 11 estates. The confirmed structure relied on a liquidating trustee, while White Oak retained rights to appoint a liquidator for residual assets that were not sold through the Zeo transaction. That sequence - sale first, plan second - defines the Lumio case as a 363-driven liquidation in which the plan served primarily as a mechanism for claims resolution and final distributions.

Business Overview and Formation

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 with a national footprint. That merger strategy was designed to aggregate sales capacity and installation operations across multiple markets, creating a residential solar brand that could compete at scale.

At formation, Lumio emphasized operational metrics that were meant to differentiate it from other installers. The company reported an average installation time of under 30 days, compared with an industry average of 60 to 90 days, and described itself as a top-five U.S. residential solar provider. A large portion of this positioning rested on the size of the initial sales pipeline and the ability to coordinate installation schedules across different state markets.

The formation announcement also identified co-founders Greg Butterfield and Jonathan Gibbs as the early leadership team, underscoring how the company marketed itself as a newly scaled national platform rather than a regional installer. Combining sales teams, installation crews, and service operations across multiple states allowed Lumio to report a national run rate early in its life cycle, but it also introduced coordination complexity that required consistent access to project financing and a steady flow of new customer contracts.

The company was headquartered in Lehi, Utah and frequently described as a Utah-based residential solar operator. The merger footprint spanned multiple regions, including Florida, Texas, Utah, and Washington. By the time of the chapter 11 filing, Lumio reported operations in 16 states, indicating a significant contraction from its launch footprint of 37 states.

PV Tech described the bankruptcy filing as arriving less than four years after formation. That short runway from formation to bankruptcy highlights how rapidly the residential solar market shifted between 2021 and 2024, and it underscores the challenge of integrating multiple regional installers while maintaining a national sales pipeline.

Merged entities and regional roots. The five-company roll-up gives a useful snapshot of how Lumio assembled scale:

This structure helps explain why Lumio initially portrayed itself as a national platform, while still emphasizing strong local market coverage in its home states.

Leadership transition in 2024. As part of the effort to stabilize the business, Lumio appointed Andrew Walton as CEO in March 2024. The company also announced a $40 million venture capital raise around the same time. Walton's background included leadership roles at SNR Solar (SnapNrack), as well as experience with Sunrun and Vivint Solar, which aligned with Lumio's emphasis on scaling sales channels and installation operations. The leadership change, however, occurred only six months before the bankruptcy filing, illustrating the limited time the new team had to stabilize operations before entering court protection.

Prepetition Capital Structure and Liquidity Context

Lumio's bankruptcy case shows a capital structure anchored by a secured term loan lender that became the DIP lender and the initial stalking horse bidder. White Oak Global Advisors appears in the case in multiple roles: lender, stalking horse affiliate, and eventual beneficiary of remaining liquidation processes. This is a typical pattern in sale-driven chapter 11 cases where the secured lender effectively controls the timing and structure of the marketing process.

DIP structure and lender alignment. The DIP facility, approved through an Interim DIP Order and Final DIP Order, provided a small liquidity bridge relative to the size of the operating platform. The $8 million cap, combined with PIK interest and a short maturity, reinforced that the financing was designed to fund a sale process rather than a long-term turnaround. By avoiding a roll-up of prepetition debt, the facility also left prepetition claims to be addressed in the plan, which is consistent with a liquidating trust model.

Credit bid dynamics. The stalking horse bid of $100 million was structured as a credit bid, a mechanism that allows secured lenders to bid their debt rather than cash. Media coverage of the filing noted that the stalking horse proposal came from a White Oak affiliate and that the lender contemplated employee participation if the transaction closed, including a plan to offer equity to employees. The eventual withdrawal of the stalking horse bid underscores how market conditions and buyer interest can reshape the outcome of a credit-bid-driven sale.

Financing terms and operational constraints. The DIP credit agreement required an approved 13-week budget, variance reporting, and milestone compliance to access borrowings. These are common protections in lender-driven sales, but they also signal limited flexibility for a distressed operator. With a maturity tied to the earliest of November 30, 2024, a sale closing, or a plan effective date, the debtor had a narrow window to complete the sale process and transition to a liquidating plan.

Industry Headwinds in Residential Solar

Lumio's case unfolded against a backdrop of mounting pressure across residential solar installation. Coverage around the filing pointed to an environment where elevated interest rates and tighter consumer financing were reducing demand for rooftop solar systems. The same reporting highlighted the impact of California's NEM 3.0 changes, which lowered export compensation and shifted economics for new residential solar projects in the state's largest market.

The broader sector saw multiple high-profile restructurings in 2024. Industry reports noted that Lumio's filing followed bankruptcies by other residential solar firms, including SunPower and Titan Solar Power, and that the sector was experiencing a wave of contractor distress. In this environment, Lumio's rapid expansion strategy - merger-driven growth across dozens of states - left it exposed to sudden shifts in demand and financing terms.

Reporting on the acquisition noted that multiple major residential solar installers entered bankruptcy in 2024, framing Lumio as part of a broader sector contraction rather than an isolated case. A PV Magazine USA report described the deal in a market shaped by interest rate pressure and regulatory headwinds, providing context for the lower valuation achieved in the sale process.

The filings and coverage do not attribute a single cause to Lumio's bankruptcy, but they do show a combination of market stressors and liquidity constraints. Residential solar installers rely heavily on consumer credit and tax-equity-driven economics, which tend to become less favorable as interest rates rise. When market conditions change quickly, installers face a mismatch between sales commitments and the cost of financing, resulting in pressure on cash flow. That dynamic provides critical context for why the company pursued a fast sale process rather than a long-term restructuring.

Sale Process, Bid Dynamics, and Final Transaction Terms

Lumio's sale process began with a formal stalking horse designation and a structured bidding calendar. The initial bid procedures set a clear sequence: a bid deadline of October 7, 2024 at 4:00 p.m. ET, a potential auction on October 9, and a sale hearing originally scheduled for mid-October if competing bids emerged. Qualified third-party bidders were required to post a 10% deposit and exceed the stalking horse offer by at least $250,000, a relatively low increment reflecting the expectation of limited competing interest. The stalking horse, in turn, was eligible for expense reimbursement if outbid.

That process evolved as market dynamics changed. Media coverage indicated the White Oak affiliate withdrew as stalking horse, and the ultimate sale was to Zeo Energy Corp. The final economics were widely reported as a smaller cash-and-stock package: cash consideration of $4 million plus a stock component of 6.2 million shares. Compared to the initial $100 million credit bid, the final valuation highlights how sale outcomes can shift when secured lenders decide not to consummate their own credit bids.

The filing announcement also indicated that Lumio intended to continue operations while the sale process unfolded, a common strategy in consumer-facing service businesses where preserving customer relationships can support higher asset values. That focus on continuity is consistent with the buyer's decision to take over active contracts and complete installations rather than acquiring only hard assets.

Assets included and excluded. The Zeo transaction focused on contracts and the sales pipeline rather than completed, operational projects. Reporting around the acquisition stated that Zeo would assume Lumio's solar energy contracts and intellectual property, and that the buyer planned to complete installations under existing agreements. Additional industry reporting noted that Zeo acquired projects that were not yet at Permission to Operate status, while projects already operational at PTO status were excluded from the transaction. That split indicates the sale prioritized in-flight work and customer relationships rather than already-installed assets.

Integration strategy. Zeo presented the acquisition as part of a larger growth platform, stating that it would bring Lumio sales representatives onto its platform. Another report quoted Zeo's leadership describing the acquisition as an opportunity to expand through opportunistic asset purchases. These statements frame the Lumio transaction as a strategic acquisition in a distressed market rather than a pure liquidation.

Sale order findings. The Sale Order included findings that the transaction was a good-faith sale conducted through an arm's-length process and that the assets were transferred free and clear with liens attaching to proceeds. Those findings are common in 363 sale orders and provide protections for the buyer, particularly around successor liability and lien challenges. For Lumio, the order completed the core value-maximizing step of the case and cleared the path for plan confirmation.

Plan Confirmation, Claims Treatment, and Wind-Down Administration

After the sale, the debtors pivoted to a liquidating plan structure. The plan established a liquidating trust and appointed Jeffrey T. Varsalone as liquidating trustee, giving him authority to pursue remaining assets, causes of action, and distributions. The plan was confirmed on February 3, 2025 and became effective on February 18, 2025. The Confirmation Order approved consensual third-party releases and an exculpation package for fiduciaries, and it enforced injunctions tied to those releases.

Class structure and recoveries. The plan grouped creditors into classes that reflected a typical liquidation framework. Prepetition secured term loan claims were treated in an impaired, voting class that would receive a pro rata share of a defined distribution amount, while general unsecured claims were also impaired and deemed to reject. The plan listed the estimated general unsecured claims pool in a wide range - roughly $24.4 million to $111.9 million - and described recoveries as unknown, which is common when final liquidation outcomes depend on ongoing asset recoveries and claims resolution.

Because recoveries were marked as unknown, the plan did not lock in a fixed distribution percentage at confirmation. Instead, distributions will depend on the liquidating trust's realization of remaining assets, including any litigation recoveries and collections, and on the final allowed amount of claims after objections. This structure places added importance on claims reconciliation and on the timing of distributions, because both the size of the claims pool and the pace of recoveries will determine how much value ultimately flows to unsecured creditors. Until those steps are complete, recoveries remain contingent rather than scheduled, which is why the plan focuses on trust administration rather than operating projections.

Residual assets and lender role. The plan allowed White Oak to appoint a liquidator, at its expense, for certain unsold assets. This structure reflects the lender's continued economic interest in residual collateral and helps explain why White Oak retained influence over post-sale administration even after withdrawing the stalking horse bid.

Bar dates and claims administration. The Bar Date Order established multiple bar dates to finalize the claims register. The general bar date for non-governmental prepetition claims was set as 30 days after service of the bar date notice, with a separate governmental bar date of March 3, 2025. The Notice of Effective Date added additional deadlines: administrative claims incurred from January 25, 2025 through the effective date were due by March 11, 2025 at 5:00 p.m. ET, while professional fee claims and rejection damages claims tied to executory contracts or unexpired leases were due by April 4, 2025 at 5:00 p.m. ET. These dates are central to understanding when liabilities became fixed and when creditors had to take action to preserve their rights.

Claims and noticing agent. The court appointed Stretto, Inc. as claims and noticing agent, effective as of the petition date. Stretto maintains the official claims register, processes and dockets proofs of claim, and distributes case notices to creditors and parties in interest. The appointment reflects the scale of the case, which anticipated notice distribution to thousands of parties.

Key Case Timeline

Frequently Asked Questions

What is Lumio?

Lumio Holdings, Inc. was a Lehi, Utah-based residential solar installer formed through the merger of five regional companies. At launch, the business reported 3,500 employees across 37 states and described itself as a top-five U.S. residential solar provider.

When did Lumio file for chapter 11 and where?

Lumio filed for chapter 11 protection on September 3, 2024 in the U.S. Bankruptcy Court for the District of Delaware. The lead case is identified as 24-11916 (JKS), and the proceedings were overseen by Judge J. Kate Stickles.

Why did Lumio enter bankruptcy?

Industry coverage tied Lumio's filing to an environment of elevated interest rates and California NEM 3.0 policy changes that reduced residential solar economics. The filing also followed a year in which other large installers like SunPower and Titan Solar Power entered restructuring, reflecting broader sector distress.

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. The facility carried PIK interest at ABR or Term SOFR plus an applicable margin, a 4.00% upfront premium paid PIK, and a $35,000 annual loan evaluation fee. The financing 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 initially served as stalking horse with a proposed approximately $100 million credit bid. Subsequent coverage reported that the stalking horse status was withdrawn, and the assets ultimately sold to a different buyer 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 6.2 million shares. The transaction closed on November 1, 2024 after the bankruptcy court approved the sale.

What assets did Zeo acquire?

Zeo acquired Lumio's solar energy contracts and intellectual property and planned to complete installations under existing Lumio agreements. Industry reporting noted that Zeo focused on projects that were not yet at Permission to Operate status, while operational PTO projects were excluded from the acquisition.

When did the plan become effective and what were the key post-confirmation deadlines?

The plan became effective on February 18, 2025. The notice of effective date set a March 11, 2025 deadline for administrative claims incurred from January 25, 2025 through the effective date, and an April 4, 2025 deadline for professional fee claims and rejection damages claims tied to executory contracts or unexpired leases.

Who is the claims agent for Lumio?

Stretto, Inc. 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 more bankruptcy case analyses and restructuring insights, visit ElevenFlo's bankruptcy blog.