7/25/25
John Adams Academies (“JAA”) contracted with Sunnova (“SEC”) on 3/29/23 and JAA agreed to pay $2,740,822. JAA is not a “consumer” as defined in consumer protection laws, and I don’t know how their filing applies to “consumer” customers.
The filing is a good summary of the sale and bidding process. Most important, it appears that they are EXCLUDING liabilities such as “customer warranties and production guarantees.”
WHAT?
Does that apply to “consumer” contracts?
They also claim deficiencies in Sunnova’s filings.
Countless Sunnova creditors already objected to the bidding and sale procedures.
From the JAA OBJECTION to the sale:
… SEC failed to perform under the Agreements, resulting in a lien on one of JAA’s campuses. The lien poses a serious threat to JAA’s financial stability, creditworthiness and ability to continue providing uninterrupted educational services, while still maintaining safe and functional learning environments for its students. …
The JAA description of the issues and filings:
… 14. By the Bidding Procedures Motion, Debtors sought to (i) designate Solaris Assets, LLC, Solaris ABS, LLC, and Solaris Borrower, LLC as the stalking horse bidder (the “WholeCo Stalking Horse Bidder”), (ii) enter into an asset purchase agreement with WholeCo Stalking Horse Bidder (such agreement, the “WholeCo Stalking Horse Agreement”) to acquire substantially all of the Debtors’ Assets (“Acquired Assets”) while excluding certain liabilities (“Excluded Liabilities”), and (iii) approve procedures (the “Assumption and Assignment Procedures”) for the assumption and assignment of executory contracts and unexpired leases (collectively, the “Contracts,” and the counterparties thereto, the “Contract Counterparties”) in connection with the sale (collectively, the “Sale Transaction”), and approving the form and notice thereof (the “Assumption and Cure Notice”).
15. The Acquired Assets subject to the Sale Transaction and now Sale Motion include “Contracts listed on Section 1.1(c) of the Schedules” defined as “Assigned Contracts,” and “notes receivable, negotiable instruments and chattel paper owing from Persons.” No such Schedules or lists were attached, however, to the Bidding Procedures Motion or the WholeCo Stalking Horse Agreement attached to the motion, or to the WholeCo Stalking Horse Agreement or form of proposed sale order attached to the Debtors’ notice filed June 20, 2025 [Docket No. 238].
16. The Excluded liabilities that are not subject to the Sale Transaction pursuant to the WholeCo Stalking Horse Agreement include: (i) “all Cure Costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts and Acquired Assets,” (ii) “all Liabilities in respect of customer warranties and production guarantees,” and (iii) “all Liabilities of the Sellers or of any of their predecessors arising out of any Contract, Permit, or claim that is not transferred to Purchasers hereunder.”
17. On June 30, 2025 [Docket No. 295], JAA filed the JAA Bidding Procedures Objection to the Bidding Procedures Motion, noting among other things, that as required by 11 U.S.C. § 365(b) and as a condition to any proposed Sale Transaction involving the Agreements, Debtors must: (i) cure the SEC Default and pay the IEG Obligation, and (ii) provide adequate assurance of future performance by WholeCo Stalking Horse Bidder, or any Successful Bidder, of all SEC Obligations, including the Warranty Obligations. …
They address “Cure Costs” and I have no idea whether that relates to consumer contracts and the JAA Purchase Contract is attached to the filing.
The motion can be downloaded from Kroll:
https://restructuring.ra.kroll.com/Sunnova/Home-DownloadPDF?id1=MzgxNjYzNQ==&id2=-1
[saved the motion, but strangely could not upload it here, even after reducing size.]
