SunPower: $45M Bankruptcy Sale to Complete Solaria

SunPower Corporation and nine affiliates filed chapter 11 in Delaware on August 5, 2024. 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. Trade coverage likewise described the filing as a sale-and-wind-down process, a chapter 11 sale path, and a bankruptcy centered on the Complete Solaria transaction.

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 ultimately 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 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

Why SunPower Filed

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.

Liquidity pressure had been building for months before the petition date. SunPower obtained $50 million of bridge financing in December 2023, 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. Even with those steps, the declaration said 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 chapter 11 cases focused on the operating platform and debtor-level secured stack rather than the full 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 Terms and Recoveries

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's plan summary later described the plan as confirmed and consummated after the effective date on November 14.

Voting reflected the capital structure. Class 3 first-lien secured claims accepted the plan, while Class 4 second-lien secured claims rejected it. 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. Legacy equity interests and section 510(b) claims were canceled with no distribution.

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. That is a meaningful distinction for the blog record: SunPower did not leave chapter 11 with a blanket court-imposed third-party release for all constituencies.

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.

What Happened After Effective Date

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. For customers, warranty and service questions 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 plan administrator later filed dealer-agreement adversary complaints, including the Freedom Solar complaint. In February 2026, Judge Goldblatt's preliminary-observations order required further briefing on whether a lease dispute truly involved plan enforcement or instead turned on earlier non-bankruptcy ownership questions. The lead case remained an active wind-down.

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.

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.

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 and the February 2026 briefing order 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.

Read more restructuring coverage on the ElevenFlo blog.