SunPower: $45M Bankruptcy Sale to Complete Solaria

SunPower Corporation sold its residential-solar operating platform to Complete Solaria for $45 million in cash, confirmed a liquidating chapter 11 plan within roughly ten weeks of filing, and — more than a year after the plan went effective — still has its lead case open for creditor-trust litigation, charging-lien fights, and post-confirmation claims work. The company and nine affiliates filed chapter 11 in the U.S. Bankruptcy Court for the District of Delaware on August 5, 2024 (Case No. 24-11649). The First Day Declaration described a residential-solar company that no longer had a viable stand-alone liquidity path and had already signed up Complete Solaria as the stalking horse for its operating platform. The case became a sale-and-wind-down process built around the Complete Solaria transaction rather than a standalone restructuring, a chapter 11 sale path that outside coverage tracked from filing day onward.

This was a cash-collateral case, not a DIP-financed restructuring. SunPower said inflation, higher interest rates, delayed SEC reporting, and tighter lender support reduced demand and access to capital, while the company had already announced layoffs of about 1,000 employees and saw its shares fall more than 40% after the filing. The company sold its operating platform to Complete Solaria for $45 million in cash plus assumed liabilities, confirmed a liquidating plan in October 2024, and kept the lead case open into 2026 for claims administration, creditor-trust recoveries, and post-confirmation disputes even after the affiliate cases were closed.

Debtor(s)	SunPower Corporation (10 jointly administered debtors, including SunPower North America and Blue Raven entities)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-11649
Judge	Hon. Craig T. Goldblatt
Petition Date	August 5, 2024
Confirmation Date	October 18, 2024
Effective Date	November 14, 2024
Sale Outcome	Operating platform sold to Complete Solaria for $45 million cash plus assumed liabilities
Ownership	Publicly traded; Sol Holding owned about 65% of common stock on the petition date

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

Reporting Delays and Capital Structure

The First Day Declaration described SunPower as a Richmond, California-based residential solar and storage company serving homeowners through Blue Raven direct-to-consumer sales, a New Homes channel, and a dealer network. On the petition date, Sol Holding, indirectly owned by TotalEnergies Renewables USA and GIP Sol Acquisition, held about 65% of the common stock, and the filing group included the operating entities tied to those channels.

Court filings tied the bankruptcy to both sector weakness and company-specific reporting problems. SunPower said demand fell as interest rates and inflation raised customer financing costs, while delayed financial statements and an internal investigation responding to an SEC subpoena pushed financing arrangements toward default. Outside coverage said SunPower had once been valued in the billions before the filing. SunPower was the first of several large residential-solar companies to file in a 2024–2025 sector distress wave that later included Sunnova Energy and PosiGen.

The company had been working through constrained liquidity since October 2023. SunPower retained Alvarez & Marsal as financial advisor, Kirkland & Ellis as counsel, and Moelis as investment banker during that late-2023 workout, as the First Day Declaration recounts. The same declaration reported $50 million of bridge financing in December 2023, split between existing first-lien lenders and Sol Holding, a $20 million Sol Holding commitment in January 2024, a $175 million second-lien term loan facility in February 2024 that included $80 million of new money, and another $50 million of new-money second-lien loans in May 2024. By April 2024 the company had begun winding down its SunPower Residential Installation locations and announced the roughly 1,000-employee reduction. Even with those steps, the company still needed a court-supervised sale.

As of the petition date, SunPower reported about $2.01 billion of funded debt and about $32.6 million of cash across debtor and nondebtor accounts. Roughly $483 million sat at the debtor level, while about $1.53 billion was tied to nondebtor structured financings backed by customer lease and loan assets. The debtor-level secured stack itself broke into a $200 million first-lien revolving credit facility, a $93 million first-lien term loan facility, a $5 million standby letter-of-credit facility, and a $185 million second-lien term loan facility. The chapter 11 cases focused on that operating platform and debtor-level secured stack rather than the far larger nondebtor project-finance complex.

Sale Process and the Complete Solaria Transaction

The final cash collateral order made clear that SunPower would operate under lender-approved budgets rather than a new-money DIP facility. Secured lenders received adequate-protection liens and claims, and material budget changes required consent. Those cash-collateral controls set the timetable for the sale process.

The Bidding Procedures Order set a compressed schedule: bids were due on September 10, 2024, an auction would be held on September 16 if needed, and the sale hearing was set for September 23. SunPower had already announced the stalking horse asset purchase agreement with Complete Solaria on the petition date, and Reuters later reported that the court approved the stalking horse bid as the sale process moved forward.

The Complete Solaria sale order approved a transaction that transferred the New Homes business, the non-installing dealer business, and the Blue Raven business, together with assigned contracts, transferred intellectual property, inventory, accounts receivable, and the right to use the SunPower name. The purchase price was $45 million in cash plus assumed liabilities, matching contemporaneous coverage that said SunPower agreed to sell assets for $45 million. When no competing qualified bid emerged, the debtors canceled the auction in the winning-bidder notice and closed the sale.

This was not the only monetization track. Early orders approved Hilco's role in liquidating remaining assets, and later orders covered separate dispositions involving TCU Solar Loans, SunStrong, Omnidian, Davis facility assets, LTL LED, certain intellectual property, Sea Bright Solar, Albatross Software, and Freedom Solar holdings. The case combined a going-concern sale of the consumer-facing platform with a broader estate liquidation.

Plan Confirmation and the Creditor Trust Waterfall

The debtors filed an initial plan in September 2024, amended it several times, and ended with the technical-modifications plan confirmed by the confirmation order on October 18, 2024. Davis Polk later described the plan as confirmed and consummated after the effective date on November 14.

Voting reflected the capital structure. The ballot certification recorded Class 3 first-lien secured claims accepting the plan with four ballots representing $295,229,151.36, while Class 4 second-lien secured claims rejected it with a single ballot representing $186,112,945.30. Under the plan, Class 3 received an effective-date cash distribution, additional distributable proceeds until paid in full, and creditor-trust beneficial interests tied to the creditor-trust first-lien amount. Class 4 shared in distributable proceeds, if any, until paid in full.

General unsecured creditors did not receive a fixed headline recovery. Class 5 was entitled to distributable proceeds, if any, plus creditor-trust beneficial interests, but the distribution mechanics were entirely waterfall-driven. The plan defined Creditor Trust Cash as $1 million of available cash plus remaining wind-down or data-preservation funds, and Creditor Trust Recovery allocated the first tranche of net trust assets 75% to allowed first-lien claims and 25% to allowed general unsecured claims until the creditor-trust first-lien amount had been satisfied. GUC avoidance-action proceeds then flowed 100% to general unsecured claims, with later trust recoveries shared pro rata among unsecured claims, including deficiency claims.

Under that structure, unsecured value depended on residual proceeds, trust recoveries, and the final claims pool rather than a fixed percentage, and confirmation materials treated Class 5 as a deemed-rejecting class for voting purposes even though it was entitled to a share of the waterfall. Legacy equity interests and section 510(b) claims were canceled with no distribution. Outside the estate, former SunPower executives reached an $11 million settlement with investors in early 2026 to resolve securities class action claims tied to pre-filing disclosures.

Release Objections and the TotalEnergies Track

Confirmation was not uncontested. The unsecured creditors' committee reserved rights on disclosure and confirmation issues, while the U.S. Trustee and SEC objected to the proposed release and exculpation package. Those objections focused on whether the plan sought nonconsensual third-party releases, especially for public shareholders, after the Supreme Court's Purdue decision.

The final confirmation order narrowed the outcome. The court treated the third-party release as consensual only for holders that either voted in favor of the plan or affirmatively opted in. The confirmation order did not impose a nonconsensual third-party release on all constituencies. The SEC's objection cited the Supreme Court's Purdue Pharma ruling and Judge Goldblatt's own post-Purdue decision in Parlement, arguing the same reasoning barred nonconsensual releases for SunPower's public shareholders.

Disputes also continued after the plan became effective. The agreed scheduling order entered on November 13, 2024 required commercially reasonable efforts to arrange mediation between the committee and TotalEnergies-related parties within 90 days of the effective date regarding plan-related issues and an administrative-expense request. The docket remained active after the operating-business sale closed.

Professional Retentions and Committee Fees

SunPower entered chapter 11 with its restructuring team already in place from the late-2023 workout: Alvarez & Marsal as financial advisor, Kirkland & Ellis as bankruptcy counsel, and Moelis as investment banker, with Skadden later retained as special counsel. The confirmation order and attached plan identify Mark Roberts of Alvarez & Marsal North America as plan administrator, the role that carried the wind-down forward after the effective date.

The committee-side record is the cleanest fee picture in the public docket. Pachulski Stang Ziehl & Jones served as committee counsel; its final fee application sought $2,502,708.50 in fees and $15,502.76 in expenses. Province, the committee's financial advisor, sought $1,495,808.00 in final compensation plus $264.64 in expenses in its combined final application, with an additional $15,000 flagged for post-confirmation work. Hilco Commercial Industrial, which marketed the remaining-assets liquidation track, sought $1,862,883.00 in fees and $135,485.00 in expenses in its first and final fee application; the court approved that award on February 11, 2025. The fee record reflects a fully staffed committee running alongside a separate liquidation-advisor process.

Post-Effective Wind-Down and Brand Revival

The effective date notice set December 14, 2024 as the administrative-claims bar date and January 14, 2025 as the deadline for final professional fee requests for pre-confirmation work. It also set the rejection-damages clock to run from the later of service of the relevant rejection order, the effective date of rejection, or the plan effective date.

On the operating side, SunPower's acquisition announcement said Complete Solaria closed the purchase on September 30, 2024 and took Blue Raven, the New Homes channel, the non-installing dealer business, and the SunPower brand and trademarks. By spring 2025, industry coverage reported that Complete Solaria revived the SunPower name and reintroduced the brand in the residential market, and influence-tracking reporting recorded that the rebranded SunPower Inc. was a distinct operating company while the original SunPower Corporation estate remained in liquidation. The acquiring company reduced its workforce as part of the rebrand and later reported a Q1 2026 revenue shortfall that led to further cost reductions. CBS News reported thousands of customers struggling to get solar panels fixed after the filing, while coverage of warranty and service questions said those issues shifted to the post-sale operating company rather than the legacy debtor estates.

The estates, however, kept going. The final decree closed the affiliate cases in February 2025 but directed that their claims continue to be administered in the lead case. A post-confirmation report filed in January 2026 showed the lead SunPower case remained open through year-end 2025, and the court granted a third extension of the claims-objection deadline on June 3, 2026. The lead case remained an active claims-administration and litigation forum well into 2026.

Creditor Trust Litigation and 2026 Adversary Proceedings

The plan created a separate SunPower Creditor Trust, with Steven Balasiano of MHR Advisory Group serving as Creditor Trustee, a role distinct from plan administrator Mark Roberts and vested with authority to liquidate retained causes of action and object to claims against the trust. The most valuable retained cause of action is the Edelman v. TotalEnergies SE stockholder derivative litigation in the Delaware Court of Chancery, which vested in the trust on the effective date free and clear of claims and liens.

That Chancery action produced a 2026 charging-lien fight. The Creditor Trustee objected to two proofs of claim asserting secured charging liens on any Chancery recovery: Claim No. 11894 by Robbins LLP and Claim No. 11860 by Levi & Korsinsky, both securities firms claiming an entitlement to a share of the recovery for their litigation work. On June 16, 2026 the Creditor Trustee moved for partial summary judgment, arguing that under section 1141(c) any such liens were extinguished on the effective date because the trust took the action free and clear, and that the firms had notice of confirmation and failed to object. The motion seeks only to strip the asserted secured status, with objections due June 30 and a hearing set for July 21, 2026.

A separate post-confirmation lease dispute was resolved on jurisdiction in June 2026. Christine Kosydar, who leased a residential solar system installed at her Arizona home in 2017, moved to interpret and enforce the plan, seeking a declaration that her lease was estate property rejected under the plan. The plan administrator and a SunStrong-affiliated Helios fund opposed, contending the lease had been assigned to a non-debtor subsidiary before the petition. Judge Goldblatt dismissed the motion for lack of subject-matter jurisdiction on June 4, 2026. The amended memorandum opinion held that because all parties agreed the plan rejected the debtors' executory contracts, the real question — whether the lease was assigned away prepetition — was a factual issue too far removed from the meaning of the plan to support bankruptcy jurisdiction, and the court made no finding on the assignment timing.

Dealer and homebuilder litigation also kept the docket active. Homebuilder disputes over threatened solar shutoffs had reached the court a year earlier, when Meritage Homes asked the bankruptcy judge in mid-2025 to bar SunPower from cutting off power to systems installed on homebuilder-built homes. The plan administrator filed dealer-agreement adversary complaints, including the Freedom Solar complaint in December 2025. On June 23, 2026, homebuilders Taylor Morrison Services and William Lyon Homes filed an adversary complaint (Adv. No. 26-50515) against SunPower, plan administrator Mark Roberts, and Complete Solaria, pleading declaratory-judgment and injunctive-relief counts that pull the going-concern buyer into post-closing disputes with homebuilder counterparties.

The Taylor Morrison complaint alleges the parties operated under three master agreements for residential solar installation work, that SunPower breached those agreements by failing to supply labor and equipment while demanding a "Builder Direct Pay" arrangement for materials, and it disputes a $507,493.50 payment demand by asserting recoupment rights and damages exceeding $2.6 million. It also accuses Complete Solaria of threatening to contact homebuilder-sold homeowners about the disputed debt and to deactivate or repossess their installed systems, and it seeks declarations that the homeowners — not the estate — own those systems and that Complete Solaria is acting only as the plan administrator's collection agent. At a June 29, 2026 status conference, Complete Solaria's in-house counsel agreed to stand down on the threatened homeowner actions while the parties work toward a combined preliminary-injunction and merits hearing schedule. The same week, plan administrator Mark Roberts and Creditor Trustee Steven Balasiano sought a sixth extension of their deadline to remove prepetition civil actions to federal court, pushing it to October 27, 2026 while they continue reviewing which pending actions, if any, warrant removal.

Timeline of Key Milestones

Contemporaneous coverage tracked the petition, sale process, and plan consummation, while later docket activity showed the case remained active into 2026.

Date	Event
August 5, 2024	SunPower and nine affiliates filed chapter 11 petitions in Delaware
August 7, 2024	Interim cash collateral order entered
August 29, 2024	Bidding procedures order approved the Complete Solaria stalking horse process
September 16, 2024	Auction canceled after no competing qualified bid emerged
September 23, 2024	Court approved the Complete Solaria sale
September 30, 2024	Complete Solaria closed the operating-platform acquisition
October 18, 2024	Court entered final cash collateral order and confirmation order
November 14, 2024	Liquidating plan became effective
February 11, 2025	Court approved Hilco's final fee application
February 18, 2025	Affiliate cases closed; lead case remained open
December 23, 2025	Plan administrator filed dealer-agreement litigation against Freedom Solar
January 12, 2026	Post-confirmation report showed the lead case still open
June 3, 2026	Court granted a third extension of the claims-objection deadline
June 4, 2026	Court dismissed the Kosydar plan-interpretation motion for lack of jurisdiction
June 16, 2026	Creditor Trustee moved for partial summary judgment on the Chancery-action charging liens
June 23, 2026	Taylor Morrison / William Lyon Homes filed adversary complaint (Adv. 26-50515)
June 29, 2026	Complete Solaria agreed to stand down on threatened homeowner actions; fiduciaries sought a sixth removal-period extension to October 27, 2026

Frequently Asked Questions

What did SunPower sell in chapter 11?

The Complete Solaria sale order covered the New Homes business, the non-installing dealer business, and the Blue Raven business, plus associated contracts, intellectual property, inventory, receivables, and the right to use the SunPower name. Filing-day coverage also described a $45 million stalking horse transaction and the petition-date asset purchase agreement announcement.

Did SunPower use DIP financing?

No. SunPower operated under cash-collateral orders rather than a new-money DIP. The final cash collateral order put the case on a lender-approved budget with adequate protection for the secured parties.

When did the plan become effective?

The court confirmed the plan on October 18, 2024 and the effective date notice said it became effective on November 14, 2024. Davis Polk's confirmed-and-consummated summary matched the court timeline.

What is the SunPower Creditor Trust litigating?

The Creditor Trust, led by Trustee Steven Balasiano, holds retained causes of action including the Edelman v. TotalEnergies Chancery derivative action. In 2026 the Creditor Trustee moved to extinguish charging-lien claims by securities firms Robbins LLP and Levi & Korsinsky over any recovery from that action under section 1141(c).

Is the bankruptcy case over?

Not fully. The final decree closed the affiliate cases, but the SunPower Corporation lead case stayed open for claims administration, creditor-trust recoveries, and post-confirmation disputes. The January 2026 post-confirmation report, the June 2026 claims-objection extension, and pending adversary litigation show the wind-down was still active.

Who is the claims agent?

Epiq Corporate Restructuring serves as the claims and noticing agent. The effective date notice directed parties to Epiq's restructuring site for plan, confirmation, and claims materials.

For related ElevenFlo coverage of the 2024–2025 residential solar restructuring wave, see Lumio's $4M cash-and-stock 363 sale, PosiGen's wind-down after fraud allegations, iSun's one-bidder sale and chapter 7 conversion, and Pine Gate Renewables' 43-day chapter 11 sale. Browse the full chapter 11 case coverage for more restructuring reporting.