Pine Gate Renewables: $7 Billion Solar Giant's 43-Day Chapter 11 Sale

Pine Gate Renewables, LLC—one of the largest utility-scale solar developers in the United States with a 30+ gigawatt development pipeline and more than $7 billion in funded capital—filed for chapter 11 bankruptcy on November 6, 2025, after more than a year of liquidity strain, the wind-down of its EPC subsidiary Blue Ridge Power, and the failure to secure actionable refinancing despite contacting 235 potential buyers. The case in the Southern District of Texas proceeded through a compressed 43-day sale process culminating in a December 19, 2025 Sale Order approving a three-way credit bid structure with stalking horse bids totaling approximately $1.4-1.5 billion from the company's existing secured lenders: Brookfield Asset Management, Carlyle Group, and Fundamental/FP Solar.

With up to $900 million in DIP financing from those same lenders and 917 bank accounts across 100+ affiliated entities, the Pine Gate bankruptcy involves a large developer and a complex capital structure. Founded in 2016 in Asheville, North Carolina, Pine Gate had grown to operate more than 100 solar facilities with 2+ GW of installed capacity across 32-38 states, having closed more than $7 billion in project financing and capital investment. The filing came two months after Blue Ridge Power—the company's EPC arm established in 2021—announced 517 layoffs in North Carolina and wound down operations after cost overruns, project delays, and mounting vendor disputes.

CEO Ben Catt attributed the filing to "legislative and regulatory challenges" that "significantly slowed solar power development," including Trump administration tariffs on solar inputs and changes to solar and wind tax credits. As restructuring pressures mount across solar developers, the Pine Gate case highlights renewable energy finance, project-level complexity, and macroeconomic headwinds affecting project economics.

From Startup to 30 GW Development Pipeline

Pine Gate's nine-year trajectory from startup to a solar developer with a 30+ GW pipeline reflects rapid growth in the renewable energy sector. The company expanded from a development-focused business to an integrated independent power producer with EPC, O&M, and asset management operations.

Company origins and leadership. Pine Gate Renewables was founded in 2016 in Asheville, North Carolina by Ben Catt, who had previously worked in banking and finance and closed more than $2 billion in solar project financing prior to launching Pine Gate. The company expanded its development pipeline and added vertical integration into EPC services. Under Catt's leadership, Pine Gate evolved from a startup developer to a full-service IPP with operations spanning renewable energy development, engineering procurement and construction through Blue Ridge Power, operations and maintenance through Pine Gate O&M and ACT Power Services, and dedicated asset management capabilities.

Rapid expansion and national footprint. By the filing date, Pine Gate had developed more than 100 solar facilities with 2+ GW of installed capacity across the continental United States. The development pipeline exceeded 30 GW of solar power in various stages of development spanning 32-38 states. The company had secured approximately $10 billion in project financing historically and employed more than 300 people at its peak, exclusive of the Blue Ridge Power workforce. ACT Power Services, the operations and maintenance subsidiary, was expressly excluded from the chapter 11 process and continues operating.

Business segment structure. Pine Gate organized its operations across four primary business segments that together represented the full lifecycle of utility-scale solar development:

This vertical integration strategy included the establishment of Blue Ridge Power as an in-house EPC arm. The company cited Blue Ridge Power's losses as a factor in its liquidity strain and bankruptcy filing.

Capital structure complexity. Pine Gate's growth was funded by a layered capital structure that exceeded $7 billion across more than 100 affiliated entities. The complexity of this financing arrangement made it difficult to refinance or sell assets outside of bankruptcy, and potential buyers and lenders were deterred by the difficulty of parsing obligations and collateral positions across so many entities and financing facilities.

The Cash Management Motion detailed this complexity: Pine Gate maintained 917 bank accounts—169 for debtor entities and 748 for non-debtor affiliates—across partnership accounts, operating accounts, project accounts, and various special-purpose vehicles. This structure is common in utility-scale renewable energy development, where project finance arrangements use ring-fenced SPVs for each facility or portfolio, and Pine Gate's scale increased the administrative burden and the challenge of managing aggregate liquidity across the enterprise.

Blue Ridge Power Wind-Down and Liquidity Crisis

The immediate trigger for Pine Gate's bankruptcy was the wind-down of Blue Ridge Power, its vertically integrated EPC subsidiary, and the resulting drain on corporate liquidity that left the parent company with less than $10 million in cash despite its $7+ billion capital structure.

The vertical integration decision. Blue Ridge Power was established in 2021 as Pine Gate's in-house EPC arm—an unusual vertical integration strategy at a time when peers like Cypress Creek and First Solar had already shed internal EPC operations in 2019 after determining that construction services were better outsourced to specialized contractors. Blue Ridge Power employed over 700 people at its peak and was positioned to handle construction for Pine Gate's development pipeline.

The subsidiary "faced significant financial challenges and has not performed as expected" according to the First Day Declaration. Cost overruns, delays, or disputes on construction projects flowed to the corporate balance sheet rather than being borne by third-party contractors.

Cost overruns and vendor disputes. Blue Ridge Power experienced cost overruns on projects, project delays, and mounting disputes with subcontractors and vendors—payment issues that created operational problems across the subsidiary's job sites. These issues coincided with liquidity strain at the parent company.

Mass layoffs and wind-down. In September 2025, Blue Ridge Power filed WARN Act notices with North Carolina announcing 517 job cuts—348 in Cumberland County and 169 in Buncombe County—representing the second-largest layoff in North Carolina in 2025. The company had employed over 700 people before the layoffs. Pine Gate began to wind down Blue Ridge Power in September 2025, laying off the vast majority of the 500+ person workforce and ceasing new construction activities. By October 2025, Blue Ridge Power had closed, with operations wound down two months before the parent company's bankruptcy filing. The subsidiary is not continuing as a going concern and was not marketed as part of the bankruptcy sale process.

Liquidity exhaustion. By the filing date, Pine Gate had less than $10 million in cash despite its $7+ billion capital structure. The company filed for bankruptcy protection with less than $10 million in cash.

The board concluded that without a structured sale process under chapter 11, the company would face Chapter 7 liquidation, according to the First Day Declaration. The bankruptcy filing reflected the board's determination that a sale process under the Bankruptcy Code was required.

Industry Headwinds: Policy and Market Challenges

Pine Gate's distress reflects challenges facing the solar development sector following policy changes under the Trump administration and macroeconomic shifts. While company-specific factors—particularly the Blue Ridge Power losses—precipitated the filing, management statements and filings emphasize external headwinds that affected the industry.

Trump administration policies and tariffs. Company statements and filings cited "legislative and regulatory challenges" that "significantly slowed solar power development." The Trump administration imposed steep tariffs on key solar inputs including metals and electrical components, raising the cost of panel manufacturing and balance-of-system equipment. The "Big Beautiful Bill" that passed in 2025 cut solar and wind tax credits and imposed sourcing restrictions on solar equipment, altering the economic calculus for projects in development that had been underwritten assuming continued policy support.

Pine Gate was characterized as the largest renewables developer to file for bankruptcy after Trump's solar and wind tax credit cuts.

Interest rates and supply chain pressures. Stubbornly high interest rates increased the cost of project financing, affecting both construction-stage loans and permanent debt for operating assets. Supply chain challenges created additional delays and cost pressures, including equipment delivery delays that pushed out completion dates for projects in development.

Failed prepetition marketing. Pine Gate's capital structure complexity proved insurmountable during prepetition marketing efforts. The company contacted 235 potential buyers, but only 20 showed interest in pursuing a transaction. Of those 20 interested parties, only two ultimately submitted financing proposals—and neither proposal proved actionable. The complexity of project-level financing, tax equity arrangements, and corporate debt obligations across 100+ entities made acquisition or refinancing prohibitively difficult for potential buyers who would need to negotiate with multiple stakeholder constituencies and navigate intricate intercreditor issues.

The prepetition marketing failure demonstrated that Pine Gate could not recapitalize or sell assets outside of bankruptcy. The chapter 11 process allowed stalking horse procedures, credit bidding by secured lenders, and sale orders entered free and clear of liens to convey clean title to buyers.

Broader sector pressure. Restructuring pressures were gathering across solar developers even before Pine Gate's filing, with analysts tracking liquidity constraints and covenant stress at multiple development-stage companies. The bankruptcy raises questions about the future of local solar projects and the economic development benefits they were expected to bring to host communities.

Three-Way Stalking Horse Sale Process

Pine Gate implemented an unusual sale structure with three separate secured lenders serving as stalking horse bidders for different asset pools. This three-way division reflected the secured debt structure, with each major lender positioned to credit bid against its respective collateral pool.

DIP financing from existing lenders. The company secured up to $900 million in DIP financing from its existing secured lenders—Brookfield Asset Management, Carlyle Group, and Fundamental—with approximately $412 million approved at the November 10, 2025 interim hearing. The court entered the DIP Interim Order on November 11, 2025, with the DIP Final Order following on December 10, 2025 after satisfaction of interim order conditions.

The same lenders providing DIP financing served as stalking horse bidders. This structure allowed the secured lenders to credit bid while providing liquidity to fund the sale process through DIP financing.

Three-way stalking horse structure. The Bid Procedures Motion divided assets among three stalking horse bidders, each credit bidding against its respective collateral pool. The sale process divided assets among Brookfield, Carlyle, and Fundamental, with each lender bidding on its own collateral.

Bid protections included expense reimbursements capped at $3 million per stalking horse and payable solely from Alternative Transaction proceeds, with pro rata reduction for partial asset sales. No break-up fees were provided.

Compressed sale timeline. The sale process proceeded on a 45-day compressed timeline from filing to auction:

Sale order and winning bidder. Judge Christopher M. Lopez entered the Sale Order on December 19, 2025, approving the sale of certain debtors' assets to BII (BII BID Solar II Aggregator, LP), a Brookfield Infrastructure affiliate. The sale was approved free and clear of liens, claims, and encumbrances pursuant to section 363(f) of the Bankruptcy Code. The Brookfield-affiliated buyer acquired assets under a credit bid structure that applied prepetition obligations and DIP claims against the purchase price.

Critical vendors and operational continuity. To maintain operations during the sale process, Pine Gate sought and received a Critical Vendors Order approving payment of $168 million to critical vendors. This treatment supported ongoing project development and operations during the bankruptcy.

Professional Retentions and Key Parties

Pine Gate retained professionals across legal, financial advisory, and investment banking functions.

Debtor professionals. The debtors retained Porter Hedges LLP as lead local bankruptcy counsel in Houston, with Latham & Watkins LLP serving as bankruptcy co-counsel. Hunton Andrews Kurth LLP was retained as additional bankruptcy co-counsel. Alvarez & Marsal North America, LLC served as financial advisor, while Lazard Freres & Co. LLC was engaged as investment banker to manage the sale process and market assets to potential bidders beyond the stalking horse parties. Omni Agent Solutions, Inc. was appointed as claims and noticing agent to manage the administrative requirements of a case with 100+ debtors and substantial creditor populations.

Unsecured Creditors' Committee professionals. The Official Committee of Unsecured Creditors retained White & Case LLP as committee counsel and Province, LLC as committee financial advisor, providing independent representation for unsecured creditor interests in the sale process and plan negotiations.

Key company leadership and secured lenders. Ray Shem served as President and CFO of the debtors, managing day-to-day operations during the bankruptcy. Ben Catt, co-founder and CEO, remained involved in the case as a principal. The secured lenders—Carlyle Global Credit Investment Management L.L.C., Brookfield Asset Management, and FP Solar Development I LLC (Fundamental)—played dual roles as both DIP lenders and stalking horse bidders, positioning them as the most significant constituents in the case.

Contested Matters and Litigation

While the sale process proceeded on the compressed timeline, several contested matters emerged that required court attention.

RLI Insurance Company objection. RLI Insurance Company filed a limited objection to the debtors' Sale Motion concerning surety bonds and letters of credit that secured Pine Gate's performance obligations on construction and development projects. The objection raised questions about the treatment of surety claims and the disposition of collateral securing performance bonds in the sale. The Sale Order was entered December 19, 2025 with provisions addressing surety concerns, allowing the sale to proceed while preserving certain rights.

Stay relief motions. Multiple parties filed emergency motions for relief from the automatic stay, including motions from the Miller creditors and Gallatin Power Partners regarding the Sunstone Solar Project. These motions reflected the complexity of Pine Gate's project-level financing arrangements, where multiple counterparties held interests in specific projects and sought relief to exercise remedies against project-level collateral. The court addressed stay relief issues through the sale process.

Settlement motions. The debtors filed and received approval for settlement motions pursuant to Bankruptcy Rule 9019, resolving disputes that could have delayed or complicated the sale process. These settlements facilitated the compressed timeline by clearing potential obstacles to closing.

Key Timeline

Frequently Asked Questions

Why did Pine Gate Renewables file for bankruptcy?

Pine Gate filed after more than a year of liquidity strain driven by multiple factors: the wind-down of its EPC subsidiary Blue Ridge Power, which experienced cost overruns, project delays, and 517 layoffs; high interest rates affecting project financing economics; Trump administration tariffs on solar inputs and changes to solar and wind tax credits; supply chain challenges delaying project completion; and a failed prepetition marketing process where 235 potential buyers were contacted but no actionable proposals received. The company had less than $10 million in cash despite a $7+ billion capital structure, and the board concluded a chapter 11 sale process was necessary.

How large is Pine Gate's development portfolio?

Pine Gate had a 30+ gigawatt development pipeline, more than 2 GW of installed operating capacity, and over 100 solar facilities across 32-38 states. The company had historically closed more than $7 billion in project financing and capital investment before the bankruptcy, making it one of the largest utility-scale solar developers in the United States.

What is the three-way stalking horse structure?

Pine Gate implemented an unusual sale process where three secured lenders—Brookfield (approximately $500-587 million), Carlyle ($320 million), and Fundamental ($624 million)—each served as stalking horse bidders for different asset pools secured by their respective collateral. This structure totaled approximately $1.4-1.5 billion in aggregate credit bids.

What happened to Blue Ridge Power?

Blue Ridge Power was Pine Gate's in-house EPC subsidiary established in 2021. It experienced cost overruns, project delays, and mounting vendor disputes that created significant losses for the parent company. In September 2025, Blue Ridge announced 517 layoffs—the second-largest in North Carolina that year—and wound down operations by October 2025, two months before the parent company's bankruptcy filing. The losses at Blue Ridge Power were cited as a primary factor in Pine Gate's financial distress.

How large is the DIP financing?

The debtors secured up to $900 million in DIP financing from the same secured lenders serving as stalking horse bidders—Brookfield, Carlyle, and Fundamental. Approximately $412 million was approved at the November 10, 2025 interim hearing, with the final order entered December 10, 2025. This DIP facility totaled up to $900 million.

Who won the auction and acquired the assets?

BII (BII BID Solar II Aggregator, LP), a Brookfield Infrastructure affiliate, was the successful bidder for the Brookfield assets. The Sale Order was entered December 19, 2025, approving the sale free and clear of liens and encumbrances. The sale to Brookfield and other successful bidders transferred the acquired assets free and clear of liens and encumbrances.

Why did the prepetition marketing fail?

Pine Gate's capital structure complexity—$7+ billion spread across 100+ entities with project-level tax equity, construction loans, permanent debt, and corporate-level facilities from multiple lenders—deterred potential buyers. Of 235 buyers contacted, only 20 showed interest and only 2 submitted financing proposals, neither of which proved actionable. The board concluded Chapter 7 liquidation would result without a bankruptcy sale process utilizing credit bidding and free-and-clear sale orders.

What policy factors contributed to the bankruptcy?

Company statements cited "legislative and regulatory challenges" including Trump administration tariffs on solar inputs (metals and electrical components), changes to solar and wind tax credits under the "Big Beautiful Bill," and sourcing restrictions affecting solar equipment procurement. Pine Gate was characterized as the largest renewables developer to file for bankruptcy after Trump's tax credit cuts.

Is ACT Power Services included in the bankruptcy?

No. ACT Power Services, Pine Gate's operations and maintenance subsidiary, was expressly excluded from the chapter 11 process and continues operating independently. This exclusion was noted in the first-day press release.

What happens to projects in development?

The 10 GWdc development pipeline and operating assets were marketed as part of the stalking horse bids. Buyers acquire projects free and clear of liens.

Who is the claims agent for Pine Gate Renewables?

Omni Agent Solutions, 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.

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