Facilitating a Strategic and
Value-Maximizing Sales Process

Frequently Asked Questions

• What did Pine Gate announce?

  • Pine Gate is initiating a process that will ultimately result in transitioning ownership of its solar and storage project fleet.
  • This will ensure that Pine Gate’s projects continue generating renewable energy while also preserving jobs and maximizing the value of the Company’s assets.
  • As part of that process, the Company is entering into a series of agreements with certain of its secured lenders who have agreed to purchase Pine Gate’s assets, independent power producer platform, and substantially all of the Company’s development pipeline.
  • At the same time, Pine Gate is continuing a competitive sales process and is engaging with other parties who may be interested in submitting bids to acquire the Company or certain assets.
  • To facilitate these sales and maximize the value of its assets, Pine Gate and certain subsidiaries initiated voluntary Chapter 11 proceedings in Texas. As such, any sale agreement that the Company enters into will be subject to higher and better offers, and Court approval.

• Why did Pine Gate initiate this court-supervised sales process? Why now?

  • Like many other companies in the renewable energy sector, Pine Gate’s business has been impacted by factors beyond its control, including evolving regulatory and capital market environments.
  • Pine Gate also faced challenges internally that have constrained its resources.
  • Given these headwinds, Pine Gate reviewed multiple financial and strategic alternatives to determine the bast path forward for the Company.
  • As a result of that review, Pine Gate determined that initiating a process that will ultimately result in transitioning ownership of its solar and storage project fleet while preserving jobs and maximizing the value of substantially all of the Company’s assets was in its best interests.

• How will this announcement affect Pine Gate’s day-to-day operations?

  • During this process, Pine Gate is continuing to support its project partners and advance projects currently in development and under construction.
  • Pine Gate is continuing to deliver renewable, reliable, and affordable energy and its operational projects are continuing to generate and sell power.
  • ACT Power Services, Pine Gate’s wholly-owned, best-in-class O&M services provider, is also continuing to provide best-in-class O&M services.

• Does Pine Gate have sufficient liquidity to continue operating?

  • Yes. In connection with the court-supervised sales process, Pine Gate secured a commitment for up to $412 million in financing from certain of its current lenders.
  • With approval from the Court, Pine Gate expects that a majority of this financing, coupled with cash generated from ongoing operations, will be sufficient to support its business during this process.

• Are all of Pine Gate’s projects and subsidiaries included as part of the Chapter 11 filings and sales process?

  • Substantially all of Pine Gate’s assets and business operations are included in the sales process.
  • ACT Power Services is not part of the Chapter 11 process, though the Company also intends to identify a value-maximizing sale transaction for that business.
  • A list of filing entities is available at www.PGRsaleprocess.com.

• Who will own Pine Gate and ACT Power Services following the Chapter 11 process?

  • It is too early to say definitively.
  • An overarching goal of the actions Pine Gate is taking is to ensure that jobs are preserved and the value of the Company’s assets are maximized.
  • Any sale agreement we that we enter into will be subject to higher or otherwise better offers, and Court approval.

• Which entities filed? How do I know if I am working with an entity that filed?

  • A list of filing entities is available at www.PGRsaleprocess.com.

• How will the sales be conducted?

  • The Company intends to conduct the sales process under section 363 of the U.S. Bankruptcy Code.
  • The agreements we are entering into with certain of our secured lenders, each of which is known as a “stalking horse bid,” is the first step in this process.
  • Other interested parties will have an opportunity to submit bids for all or part of the business, including ACT Power Services.
  • If other qualified bids are received, an auction will then be held.
  • The winning bidder will be the one that is determined to have submitted the highest or otherwise best bid, subject to Court approval.

• What are the next steps? How long will the court-supervised sales process take?

  • Pine Gate intends to move through this process as quickly and efficiently as possible.
  • During this process, Pine Gate is continuing to support our project partners and advance projects currently in development and under construction.
  • Pine Gate is continuing to deliver renewable, reliable, and affordable energy and its operational projects are continuing to generate and sell power.
  • ACT Power Services is also continuing to provide best-in-class O&M services.

• What does the Chapter 11 process mean for Offtakers/Power Purchasers?

  • Your partnership is an important part of our business, and we intend to continue honoring our relationship and working with you during this process as we have been.
  • We do not expect any changes to our services or how we work with you.
  • We will keep you updated as we move forward.

• What does the Chapter 11 process mean for Utility Partners that purchase energy from Pine Gate?

  • Pine Gate’s operational projects are also continuing to generate and sell power, and we remain fully committed to working with our partners during this process.
  • We expect to continue working with you under the terms of our existing agreement.

• What does this mean for vendors?

  • We intend to continue honoring our relationship throughout this process.
  • We expect to have sufficient liquidity to meet our go-forward business obligations and expect to pay in full for goods received and services provided after the November 6, 2025 filing date.
  • Invoices for goods received and services provided after the filing date should continue to be submitted through the typical accounts payable channels.
  • We will keep you updated as we move forward with the process.

• What if I provided goods or services to an entity that is not part of the Chapter 11 process for which amounts remain outstanding as of the filing date?

  • We intend to continue paying for goods and services in the ordinary course, outside of the Chapter 11 process.
  • Please submit invoices for those goods and services through the normal channels.

• What if I provided goods or services to an entity that is part of the Chapter 11 process for which amounts remain outstanding as of the filing date?

  • We intend to pay in full for goods received and services provided after the filing date.
  • U.S. law generally restricts an entity from remitting payment for goods received and services provided before the filing date without specific Court approval.
  • If you provided goods or services before the filing date to one of these entities and have not been paid, you may need to file a Proof of Claim as part of the process.

• How do I file a Proof of Claim?

  • Information regarding how to file a claim is available on a website administered by the Company’s claims agent, Omni Agent Solutions, at https://omniagentsolutions.com/PGR; by calling Omni representatives toll-free in the U.S. and Canada at +1 (888) 812-2572 or (747) 263-0193 for calls originating outside of the U.S. or Canada; or by emailing PGRInquiries@omniagnt.com.