Introductory Note
On August 11, 2025, (the “Petition Date”), TPI Composites, Inc. (the “Company”) and its direct and indirect subsidiaries incorporated in the United States (such subsidiaries, together with the Company, collectively, the “Company Parties” or the “Debtors”) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code” and such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered for procedural purposes only under the caption “In re TPI Composites, Inc., et al.” Case No. 25-34655. As the Company has previously disclosed, the Debtors continue to engage with key stakeholders, including customers and the lenders under the DIP Credit Agreement (as defined below) and the lenders under the Credit Agreement and Guaranty, dated as of December 14, 2023, by and among the Company, as the Borrower, the subsidiary guarantors party thereto, the lenders party thereto and Oaktree Fund Administration, LLC (“Oaktree” or the “Administrative Agent”), as the Administrative Agent (as amended, modified or supplemented from time to time) regarding a potential restructuring transaction. The Company continues to operate its business in part as a result of advance payments and other accommodations from customers to help ensure continued production and delivery of products under existing customer supply agreements. Further, the Debtors have been conducting a competitive marketing process to sell all or part of their assets pursuant to Section 363 of the Bankruptcy Code or otherwise in accordance with bidding procedures approved by the Bankruptcy Court, including as disclosed below in this Current Report on Form 8-K.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
Vestas India Transaction
On March 4, 2026, the Company, and certain of its direct and indirect subsidiaries entered into an Asset Purchase Agreement (the “India Purchase Agreement”) with Vestas Wind Technology India Private Limited (“Buyer”) and Vestas Wind Systems A/S (“Buyer Parent”) pursuant to which the Company and certain of its subsidiaries, including TPI Composites India Private Limited (“TPI India” collectively with the Company, “Sellers”) will sell and transfer to Buyer substantially all assets related to its manufacturing business in Chennai, India where Sellers manufacture wind blades for Buyer Parent and certain of its affiliates for a purchase price of $10,000,000 in cash, subject to certain purchase price adjustments set forth in the India Purchase Agreement and the assumption of certain liabilities (the “India APA Transaction”).
Pursuant to the India Purchase Agreement, the consummation of the India APA Transaction is subject to a number of closing conditions, including, among other things, (i) entry by the Bankruptcy Court of an order approving the portion of the India APA Transaction to be consummated by the Company and the other Debtors party thereto, (ii) receipt of certain third-party consents, approvals or waivers, and (iii) the execution of a termination and mutual release by and among the Company and certain of its affiliates, on one hand, and Buyer and Buyer Parent on the other, which, among other things, provides for the termination of the existing commercial and manufacturing arrangements between Buyer and its affiliates, on one hand, and Sellers and certain of their affiliates, on the other hand and a customary release of certain claims each party thereto, together with their affiliates, may have against the other.
The India Purchase Agreement may be terminated by Sellers or Buyer under certain circumstances, including, among others, if the India APA Transaction is not closed by June 30, 2026 (the “India APA Outside Date”). The India Purchase Agreement may also be terminated by Sellers if Buyer Parent ceases to provide certain agreed upon payment advances through to the India APA Outside Date.
The foregoing description of and references to the India Purchase Agreement are qualified in their entirety by reference to the full text of the India Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Vestas Mexico Transaction
On March 4, 2026, certain subsidiaries of the Company, TPI Mexico V, LLC (“TPI Mexico V”) and TPI Mexico VI, LLC (“TPI Mexico VI” and, together with TPI Mexico V, the “TPI Mexico Entities”), entered into an Equity Commitment Agreement (the “Equity Commitment Agreement”) with Vestas America Holdings, Inc. (the “Commitment Party”) and Buyer Parent, which provides, among other things, for the restructuring of the capital structure and liabilities of the TPI Mexico Entities pursuant to a joint plan of reorganization (the “Plan”). Pursuant to the Equity Commitment Agreement, TPI Mexico V and TPI Mexico VI will issue new equity interests representing 100% of the reorganized equity interests of TPI Mexico V and TPI Mexico VI to the Commitment Party in exchange for $13,999,999 in cash, subject to certain purchase price adjustments specified therein and the assumption of certain liabilities (the “Equity Transaction”).
Pursuant to the Equity Commitment Agreement, the consummation of the Equity Transaction is subject to a number of closing conditions, including, among other things, (i) entry by the Bankruptcy Court of an order confirming the Plan and the Equity Transaction and (ii) the consent to, and release of liens by, Oaktree Fund Administration, LLC or certain of its affiliates.
