Clifford Chance Advises Nofar USA in Successful US$285 Million Bid to Acquire 1GW Solar Portfolio in Chapter 11 363 Sale

Global law firm Clifford Chance advised Nofar USA, LLC in connection with its successful US$285 million bid by its subsidiary, Nofar USA Energy Investments and Management LLC, to acquire a portfolio of nearly 1GW of utility-scale solar projects from Pine Gate Renewables and certain of its affiliates.

Nofar’s bid was submitted as part of a sale process approved by the U.S. Bankruptcy Court for the Southern District of Texas under Section 363 of the Bankruptcy Code in connection with Pine Gate Renewables filing for Chapter 11 bankruptcy in early November 2025. Pine Gate designated Nofar as the winning bidder on December 30, 2025 and the Bankruptcy Court approved the sale on January 5, 2026, following a sale hearing on January 5, 2026. The sale is expected to close in the first quarter of 2026, subject to receipt of required regulatory approvals and satisfaction of customary conditions.

Nofar USA, LLC is a wholly-owned subsidiary of O.Y. Nofar Energy Ltd., a global renewable energy developer and independent power producer with a multi-GW portfolio across the UK, Germany, Spain, Italy, Poland, Romania, Israel, and the United States. Nofar’s bid acquisition of Pine Gate’s portfolio would represent a significant addition to its holdings in the United States, following closely on its acquisition of a 1GW solar development pipeline earlier this year.

Energy & Infrastructure partner Shellka Arora-Cox commented, “We are proud to have supported Nofar USA on this important transaction, which underscores both their commitment to the US renewables market and the strength of our cross-practice team at Clifford Chance. This successful outcome reflects the dedication and experience of our colleagues across multiple disciplines, working seamlessly to deliver for our client in a complex and competitive process.”

Arora-Cox led the cross-office and cross-disciplinary team, working closely with associate Henry Myers. The wider team consisted of:

• Corporate: Partners Enoch Varner, Cephas Sekhar, associates Amrine Sultana, Shaq Taylor and James Kleine
• Restructuring: Partners Brian Lohan and Matthew Hinker and associate Madelyn Nicolini
• Project Finance: Partner Alexander Leff, counsel Lauran Smith, and associates Erin Drolet, Brianna Jones-Rich, Karim Lalji, Adele Irwin, Isabella Blosser, and Phil Reens
• Energy Regulatory: Partner Marcia Hook, counsel Heather Feingold, and associate Nicholas Johnson
• Tax: Partner Todd Lowther and associate Jihyun Lee
• CFIUS: Partner Renee Latour and associate Erica Hackett
• Antitrust: Partner Brian Conklin, counsel Lauren Rackow, and associate Eva Kurban
• Real Estate: Partner Jon Newman, counsels Meny Elgadeh and Vicky Manthas, staff attorney Dan Copland, associate Nick Mitchell and law clerk Michelle Mullin
• Environmental Regulatory: Partner Ty’Meka Reeves-Sobers and associate Kami McFarland
• Employment: Partner Reuven Falik and counsel Meghan Fox