In an increasingly global economy, sophisticated foreign companies are seeking strategic and cost‑effective ways to establish or expand their presence in the United States, enter new product lines, or acquire strategic assets at attractive valuations. One frequently overlooked pathway is acquiring assets through a U.S. bankruptcy case.
Unlike insolvency regimes in many other jurisdictions, U.S. bankruptcy law provides a predictable, court-supervised process under Section 363 of the Bankruptcy Code that can allow buyers to purchase assets on a going concern basis, free and clear of liens and other encumbrances, historical liabilities and contractual obligations. The sale process is typically expedited, transparent and governed by well-established procedures in the Federal bankruptcy courts. In other words, Section 363 sales combine statutory protections, judicial oversight, and transactional flexibility in ways that can be particularly valuable to foreign buyers with strategic aims in the U.S. market. The examples below illustrate how foreign companies have used Section 363 sales across various industries to grow their U.S. footprint and global market position, while mitigating the risk that legacy liabilities will impact future business operations.
Renewable Energy Industry: Acquisition of Pine Gate Renewables Assets by Nofar Energy
In November 2025, Pine Gate Renewables, LLC (“Pine Gate”), a developer and owner-operator of renewable energy projects across the United States, sought bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of Texas.[1] Following the filing, Pine Gate pursued a Section 363 sale process to maximize value through a court-supervised marketing and bidding process.
Less than two months after filing, Pine Gate reported that Nofar USA Energy Investments and Management LLC (“Nofar”), a subsidiary of the Israeli company Nofar Energy, LLC, was selected as the successful bidder for approximately 979 MW to 1 GW of utility-scale solar projects, spanning operational, in-construction, and early-stage assets across Alabama, North Carolina, South Carolina and Texas. Nofar’s offer reportedly included $285 million in cash and the assumption of certain debts selected by Nofar, including liabilities related to purchased contracts—arguably a steeply discounted price compared to other renewable project sales that closed in 2025.[2]
As is typical in Section 363 transactions, the bankruptcy court’s order approving the sale provided significant protections for Nofar, including a determination of the buyer’s good faith and a sale free and clear of many pre-closing claims and interests, subject only to specific exceptions enumerated in the sale order and agreed by Nofar.[3] The sale reportedly closed in February 2026, after receiving required regulatory approvals.[4] The transaction highlights the opportunities foreign strategic buyers may have to leverage distressed financial scenarios with U.S. companies and establish or scale presence in the U.S. market, often at a discount to non-distressed valuations.
Music and Entertainment Industry: Acquisition of Sam Ash Assets by Gonher Music Center
In 2024, Gonher Music Center (“Gonher”), one of the largest distributors of musical instruments and professional sound equipment in Mexico, acquired substantially all the assets of Sam Ash Music Corporation (“Sam Ash”) and its subsidiaries through a Section 363 sale.[5] Sam Ash was longstanding U.S. retailer, and its subsidiary, Samson Technologies, was a manufacturer of professional and consumer audio equipment.
Gonher acquired the assets for $15.2 million, assumption of certain liabilities, and amounts needed to cure defaults under assumed contracts.[6] The transaction illustrates how foreign strategic buyers can acquire operating platforms, brands, and supply-chain capabilities through a bankruptcy sale process that is designed to deliver speed and finality.
Biotechnology Industry: Acquisition of Acorda Therapeutics by Merz Pharmaceuticals
Also in 2024, Merz Pharmaceuticals, a German pharmaceutical company, served as stalking horse bidder for the assets of Acorda Therapeutics, Inc., a neurology-focused biotech company. The U.S. Bankruptcy Court for the Southern District of New York approved bid protections for Merz—commonly referred to as stalking horse protections—including a breakup fee and expense reimbursement, payable as a superpriority administrative claim if triggered.[7]
Because no higher bid emerged, Merz acquired substantially all assets for $185 million plus a potential net working capital adjustment.[8] The case underscores how the Section 363 process can balance competitive bidding with deal certainty, including court-approved bid protections that encourage serious bids, set a floor for value, and incentivize participation by interest bidders who may otherwise be wary of expending resources to serve as the stalking horse bidder — particularly foreign buyers who may not have experience with the Section 363 sale process.
Benefits for Foreign Buyers in Section 363 Sales
Section 363 sales offer several advantages that can be particularly attractive to foreign companies seeking to acquire U.S. assets or businesses in a distressed context, or to otherwise expand operations in the U.S. market:
Certainty and Finality.
Buyers typically acquire assets free and clear of liens and other encumbrances, as well as successor liability and other historical liabilities — all backed by a federal court order that is enforceable and recognized across the U.S. and numerous other jurisdictions.[9] This is particularly attractive when a seller’s prior business activities may have resulted in product liabilities, where extraordinary tax or other governmental liabilities remain unpaid, or where the seller’s insolvency resulted from alleged fraud or other misconduct. In addition, Section 363(m) protects good faith purchasers from reversal or modification of the sale order on appeal unless the sale is stayed pending appeal.
Executory Contracts and Unexpired Leases.
Buyers can review the debtor’s executory contracts and unexpired leases and, with limited exceptions, decide which to assume through the sale. Under the U.S. Bankruptcy Code, many contractual anti-assignment provisions are unenforceable, which in most instances can allow a buyer to obtain critical go-forward contracts without obtaining formal counterparty consent—often a material advantage over out-of-court distressed transactions.
Price Discovery and Competitive Dynamics.
Assets sold through bankruptcy can transact at a discount relative to non-distressed valuations, reflecting the debtor’s liquidity constraints and the expedited process. At the same time, many Section 363 sales are conducted through competitive auctions, which can create upward pressure on price but also provide transparency, defined rules, and a court-supervised process for resolving bid disputes. Secured creditors may also credit bid the value of their liens when collateral is sold.
Regulatory Considerations.
Certain regulatory review timelines—such as under the Hart-Scott-Rodino (HSR) Act—may be shortened in a bankruptcy sale, which can accelerate closing. Other reviews, including by the Committee on Foreign Investment in the United States (CFIUS), are not automatically expedited; early planning and coordination are therefore critical in cross-border transactions.
Takeaways
Section 363 sales remain a uniquely flexible and reliable pathway for cross-border investment in the U.S., and sophisticated foreign strategics continue to participate in Section 363 sale processes to expand their footprint in the U.S. market and beyond. For foreign companies and their advisors interested in participating in an expected or ongoing Section 363 process, early engagement with experienced U.S. bankruptcy counsel is helpful to address auction strategy (including the benefits of serving as the stalking horse purchaser), diligence access, contract assumption and cure issues, regulatory planning, and post-closing risk allocation.
[1] In re Pine Gate Renewables, LLC et al., No. 25-90669 (Bankr. S.D. Tex.).
[2] Nofar Buys a Gigawatt of US Solar at Distress Pricing, Enerdatics, (Jan. 7, 2026) https://www.enerdatics.com/insights/nofar-buys-a-gigawatt-of-us-solar-at-distress-pricing (“In a normal market, assets like these would have traded far higher. In 2025, operational utility-scale solar typically cleared around $1.3M/MW, with in-construction assets closer to $0.9M/MW. This transaction priced well below that range because Pine Gate needed speed and certainty through a court-supervised process.”). By comparison, ACCIONA Energía reportedly reached an agreement with Mexico Infrastructure Partners to sell a 49% stake in its 1.3 GW U.S. photovoltaic portfolio, along with a full stake in two wind farms in Mexico with a 321 MW capacity, for $1 billion in late 2025. See ACCIONA Energía agrees to sell a wind and solar portfolio in the US and Mexico for US$1BN, (Dec. 15, 2025) https://www.acciona.com/updates/news/acciona-energia-agrees-sell-wind-solar-portfolio-us-mexico-us-1-bn.
[3] In re Pine Gate Renewables, LLC, supra, Dkt. No. 1047.
[4] Nofar USA, LLC, Nofar USA Closes 1GW of Solar Assets from Pine Gate Renewables, Cision PRWeb, (March 3, 2026) https://www.prweb.com/releases/nofar-usa-closes-1gw-of-solar-assets-from-pine-gate-renewables-302701852.html.
[5] In re Sam Ash Music Corp., No. 24-14727 (Bankr. D.N.J.), Dkt. No. 336.
[6] Id., Dkt. Nos. 311, 336.
[7] In re Acorda Therapeutics, Inc., No. 24-22284 (Bankr. S.D.N.Y.), Dkt. No. 109.
[8] Id., Dkt. No. 249.
[9] The bankruptcy court’s order approving the Section 363 sale typically enjoins third parties from asserting liabilities against the buyer that were not expressly assumed under the sale. To comport with due process requirements, sellers are first required to provide notice of the proposed sale and an opportunity to respond to parties with an interest in the property being sold, affected creditors and other interested parties.
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