Sunnova Signs Stalking Horse Deal with Omnidian

Sunnova Signs Stalking Horse Agreement with Omnidian for Sale of Residential Solar Services Platform

Sunnova Energy International Inc. (“Sunnova” or the “Company”), a prominent player in the residential solar and energy storage sector, has taken a major step in its strategic restructuring efforts by announcing the execution of a stalking horse asset purchase agreement (the “ServiceCo Stalking Horse APA”) with Omnidian Inc. (“Omnidian”). This transaction marks a key milestone in Sunnova’s Chapter 11 bankruptcy process and signifies a possible transition of its customer-facing service operations to a well-established industry peer.

Details of the Agreement

The agreement outlines the terms under which Omnidian would acquire Sunnova’s residential servicing and operations and maintenance platform, commonly referred to as “ServiceCo.” The proposed transaction, pending final approval, includes a cash payment of $7 million and the assumption of certain liabilities tied to the platform. Through this agreement, Omnidian would take over service responsibilities for a substantial portion of Sunnova’s in-service residential solar customers across the United States.

Omnidian, a recognized leader in solar asset management and performance assurance, currently provides third-party O&M and monitoring services for residential and commercial solar systems nationwide. Its acquisition of ServiceCo would expand its reach and capacity significantly, enabling the company to serve an even broader customer base. The platform being acquired includes customer care infrastructure, software tools, and personnel who have long been integral to Sunnova’s daily operations.

Implications of the Transaction

This stalking horse agreement serves as a benchmark for the value of the ServiceCo assets and forms part of a larger plan initiated by Sunnova to maximize value for its stakeholders during its court-supervised reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company, which filed for bankruptcy protection in early 2025 amid growing financial pressures and market volatility, is seeking to divest certain assets through Section 363 of the Bankruptcy Code.

Section 363 sales are designed to allow distressed companies to sell assets efficiently and with court oversight to maximize proceeds for creditors. In this context, the stalking horse bid from Omnidian sets a floor price for ServiceCo and is intended to stimulate further interest from other potential buyers. Competing bids will be evaluated through an open and transparent auction process, with the ultimate goal of securing the highest or most favorable offer available.

Importantly, Sunnova retains the flexibility to sell ServiceCo as a standalone entity or package it with its solar generation and energy storage portfolio, known as “AssetCo.” The AssetCo segment includes approximately three gigawatts of clean energy generation assets and is supported by existing asset-backed securities financing, making it a valuable and scalable platform in its own right.

Comparison to WholeCo Proposal

This latest development comes on the heels of Sunnova’s earlier announcement regarding a stalking horse bid from an ad hoc group of the Company’s unsecured corporate noteholders. That bid, referred to as the “WholeCo Stalking Horse APA,” proposed the acquisition of both ServiceCo and AssetCo in a combined transaction. While the WholeCo offer remains under consideration, Sunnova’s new agreement with Omnidian introduces a competing path forward that could lead to the separation of its servicing and generation platforms.

Critically, the ServiceCo Stalking Horse APA does not invalidate or supersede the WholeCo proposal. Instead, both agreements will move forward in tandem through the bankruptcy court’s structured sales process. This dual-track strategy enables the Company to test multiple potential deal configurations and evaluate which structure will yield the best outcome for its stakeholders.

Marketing Process and Next Steps

In accordance with the court-supervised marketing timeline, Sunnova will continue to solicit bids for ServiceCo, AssetCo, or a combination of both through July 21, 2025. All qualified bids must be submitted by that deadline, after which the Company, in consultation with its financial and legal advisors, will determine the highest or otherwise most advantageous offer.

The designation of the stalking horse bidders and the corresponding bid protections, which may include breakup fees or expense reimbursements, is subject to approval by the United States Bankruptcy Court for the Southern District of Texas. A hearing on the matter is scheduled for July 11, 2025. The Court’s decision will clarify the path forward and lay the groundwork for the final auction process.

Strategic Context and Broader Restructuring Goals

Sunnova’s decision to enter into this agreement with Omnidian reflects the Company’s ongoing efforts to navigate its financial restructuring in a deliberate and value-oriented manner. Since filing for Chapter 11, Sunnova has sought to preserve its core operations, maintain customer service continuity, and protect asset value while seeking new ownership or capital infusion options.

By leveraging the stalking horse process, Sunnova is able to set a minimum acceptable price for key business units, discourage lowball offers, and encourage robust participation from other strategic and financial buyers. The Company’s Board of Directors and executive leadership, supported by experienced advisors, continue to evaluate all alternatives with the goal of emerging from Chapter 11 as a stronger and more sustainable entity—or ensuring that the assets find the best strategic home if a full restructuring is not feasible.

In parallel with the asset sale process, Sunnova continues to operate its business in the ordinary course under debtor-in-possession (DIP) financing. The Company remains committed to serving existing customers, fulfilling obligations to partners, and maintaining high standards of safety, reliability, and service quality across its portfolio.

Industry Perspective

Sunnova’s restructuring and the potential transfer of its ServiceCo platform to Omnidian highlight broader trends within the residential solar and energy storage industry. Amid shifting regulatory policies, fluctuating equipment costs, and evolving consumer expectations, many solar companies are reevaluating their business models and pursuing consolidation strategies.

Service operations, in particular, have become a focal point of strategic interest as solar system owners increasingly prioritize long-term system performance, remote monitoring, and post-installation support. The integration of technology, customer care, and preventive maintenance capabilities is critical to ensuring customer satisfaction and sustaining investor confidence in residential solar financing models.

For Omnidian, the opportunity to absorb Sunnova’s service platform represents a significant growth lever. The company has been steadily expanding its footprint in the solar O&M market, supported by investments from leading venture firms and strategic partners. By acquiring ServiceCo, Omnidian can deepen its relationships with customers and installers alike, while scaling its offerings to new geographies.

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