TPI Composites: Wind Blade Pioneer's 363 Sale to Vestas

TPI Composites, Inc.—a U.S.-based independent manufacturer of composite wind turbine blades with over 100,000 blades produced since 2001—filed for chapter 11 bankruptcy on August 11, 2025, alongside 21 affiliated debtors, after accumulating $1.077 billion in liabilities against $591.7 million in assets. The Scottsdale, Arizona-based company operates manufacturing facilities across the United States, Mexico, Turkiye, and India, serving as an outsourcing partner to wind turbine original equipment manufacturers including GE Vernova and Vestas Wind Systems A/S, which together accounted for a majority of revenue. The filing triggered a Nasdaq delisting, accelerated approximately $607 million in funded debt obligations, and preceded a restructuring in which the company's core assets were acquired by its largest customer.

The case included a prepetition transaction: in December 2023, Oaktree Capital Management converted approximately $350 million in preferred equity plus $43 million in accrued dividends into a $393 million senior secured term loan—a transaction the Official Committee of Unsecured Creditors later challenged as a fraudulent "uptier" that it said allowed Oaktree to leapfrog over unsecured creditors. The UCC's adversary proceeding ultimately settled for $18.275 million, providing recovery for general unsecured creditors. Meanwhile, TPI's Turkish subsidiaries were sold to UAE-based XCS Composites for EUR 92.9 million (assumption of liabilities), and Vestas emerged as the sole qualified bidder for Mexican and Indian operations after no competing bids materialized.

Wind Blade Manufacturing Overview

TPI Composites operates as an independent manufacturer of composite blades for wind turbine OEMs.

Business model and strategic positioning. TPI manufactures composite wind turbine blades for the global onshore wind market, serving as an outsourcing partner to original equipment manufacturers rather than producing complete turbines. OEMs also maintain internal manufacturing operations and evaluate "make versus buy" decisions. The company reached a milestone of 100,000 wind blades manufactured in February 2025, with blade manufacturing operations since 2001. Beyond blade manufacturing, TPI operates a field service division providing blade inspection and repair services—performed either "up-tower" with technicians working in the air or "down tower" after blade removal—and an automotive segment focused on composite manufacturing for electric vehicles.

Corporate history and evolution. The company was founded in 1968 as Tillotson Pearson Inc., a high-performance sail and powerboat manufacturer that also produced composite structures for industrial applications. In 1999, TPI pivoted from the boating sector to focus on the emerging wind blade market, commencing blade manufacturing operations in 2001. The company formally separated from its boat building business in 2004 and reorganized in Delaware as LCSI Holding, Inc., changing its corporate name to TPI Composites, Inc. in August 2008. The company launched its initial public offering in July 2016 on the Nasdaq exchange under the ticker "TPIC."

Global manufacturing footprint. The company's manufacturing network spans four countries across multiple continents. In the United States, TPI operated a facility in Newton, Iowa—once Jasper County's largest private employer with 800+ workers between 2009 and 2021—that was scheduled for mid-2025 reopening to support GE Vernova blade production. The Newton plant was slated to receive approximately $2.7 million in company financing with Iowa Economic Development Authority support, targeting 350-400 initial employees at a qualifying wage of $23.81 per hour. In Mexico, TPI operates three facilities on its Juarez campus plus a fourth in Matamoros, with the Juarez operations manufacturing GE Vernova blades for the U.S. market under expanded supply agreements signed in 2024. The Turkiye operations comprised two blade manufacturing plants in Izmir, while the India facility in Chennai served multiple global customers. TPI also maintains engineering development centers in Denmark and Germany and global service centers across the United States, Turkiye, Mexico, India, and Spain.

Customer concentration and revenue dynamics. TPI's business depended on three OEM customers, and customers later reduced contracted volumes. For fiscal year 2023, GE Vernova accounted for approximately 36% of total net sales, Vestas contributed 25%, and Nordex represented 31%. These proportions shifted in 2024, with Vestas accounting for 35% of revenue, GE Vernova at 24%, and Nordex at 33%. Revenue recognition follows an over-time model based on enforceable rights to payment upon termination, with the ratio of direct costs incurred to estimated total costs determining recognition timing. Wind blade manufacturing was projected to account for approximately 96% of total net sales in fiscal year 2025, with field services comprising the balance.

Workforce and operational scale. As of the petition date, the debtors employed approximately 710 individuals across salaried and hourly positions, supplemented by approximately 240 independent contractors who provide specialized services including production support, field services, accounting, and supply chain management. The Turkish operations employed approximately 2,700 workers prior to the sale to XCS Composites. The workforce supports plant management, material sourcing, wind turbine blade repair, quality control, engineering, field services, and information technology services.

Path to Chapter 11: Uptier, Volume Loss, and Policy Changes

The filing followed the 2023 Oaktree refinancing, customer volume reductions, and policy changes affecting wind projects.

The 2021 Oaktree investment. Following the COVID-19 pandemic, wind developers and investors shortened project deadlines, leading to record installation volumes in the United States. Beginning in 2021, supply chain strains, post-COVID inflationary impacts, and geopolitical issues in Europe coincided with higher operating costs and financial losses for suppliers including TPI. Against this backdrop, on November 8, 2021, TPI issued $350 million of Series A Preferred Stock to affiliates of Oaktree Capital Management. The proceeds were used to pay off all outstanding indebtedness under TPI's existing senior credit facility and provide additional cash to support ongoing operational improvements. Dividends owed under the preferred equity could be paid in kind for the first two years following closing. Oaktree also held an option to cause TPI to redeem all or any portion of the preferred equity at any time after November 8, 2026.

The 2023 uptier transaction. Facing ongoing liquidity declines and the shift to cash-pay dividends on its preferred equity, TPI negotiated a transaction in the third quarter of 2023 that later became a focus of the bankruptcy case. Oaktree exchanged its then-existing $436 million of preferred equity (including accrued dividends) into a $393 million senior secured term loan, with approximately 3.9 million shares of common stock issued for the remaining $43 million in accrued and unpaid dividends. The transaction extended the maturity to March 31, 2027 and was projected to improve TPI's liquidity by approximately $190 million through the life of the loan while eliminating mandatory dividend obligations. TPI's stock price increased 73% shortly after the transaction was announced. The conversion from preferred equity to first-lien secured debt moved Oaktree to a senior secured position ahead of unsecured creditors and was later challenged by the UCC as a fraudulent transfer.

Customer volume reductions and contract losses. Three of the company's largest customers—Vestas, Nordex, and Enercon—reduced or eliminated contracted volume for fiscal year 2025. In Turkiye, Vestas decided not to extend its contract while the other two customers reduced or eliminated committed orders. TPI reported net losses of $49.1 million in Q4 2024 and $48.3 million in Q1 2025. Demand for blades from Mexico factories exceeded current capacity for 2025, prompting 24/7 production ramp-ups.

Turkish operations. A labor strike began in May 2025 at both Turkish manufacturing plants, disrupting production. Prolonged inflation in Turkiye increased operating costs, and customer commitments declined. The facilities carried approximately EUR 71.2 million (~$70 million) in loans from Turkish banks. When the chapter 11 filing triggered default on Turkish credit facilities, the company expected Turkish debts to be addressed through liquidation of Turkish assets, and the subsidiaries were sold within 30 days of the petition date.

Mexican operations challenges. The company experienced disruptions at its Mexico facilities stemming from operational and contractual challenges. Following a 2024 decision to expand certain supply agreements and launch additional production lines in one facility, TPI encountered production challenges and delays related to complex new blade designs. The expanded footprint faced ongoing implementation issues as the company sought to accommodate blade designs that suffered from inconsistent quality requirements from customers and proved difficult to produce. Production delays triggered liquidated damages under commercial supply agreements, with customers exercising setoff rights against amounts owed for delivered components. These setoffs reduced liquidity.

Renewable energy policy changes. The Trump administration's efforts to phase out renewable energy subsidies previously established under the Inflation Reduction Act included new statutory and regulatory actions. The "One Big Beautiful Bill Act" (OBBB), signed into law on July 4, 2025, requires wind projects to be completed by the end of 2027 or begin construction by July 4, 2026 to qualify for renewable energy subsidies including the Production Tax Credit. An executive order issued July 7, 2025 directed the U.S. Treasury to revisit "beginning of construction" rules applicable under the PTC to restrict safe harbors for determining when projects begin construction for federal income tax purposes. Additionally, the Department of the Interior began implementing new restrictions on renewable energy development.

Chinese competition and global pressures. Chinese turbine and turbine blade manufacturers, supported by government subsidies and excess manufacturing capacity, captured market share outside the United States. TPI exited China in 2023 after closing three manufacturing plants, reported the loss of key contracts with international partners, and later sold its Turkish operations.

Balance sheet deterioration and prepetition negotiations. By June 30, 2025, TPI's working capital deficiency had reached $632.3 million. Total liabilities of $1.077 billion exceeded total assets of $591.7 million by nearly $500 million. Cash and equivalents of $106.4 million were reported as of June 30, 2025. In January 2025, the company retained Jefferies to help identify liability management strategies. A transaction committee of the board was formed in May 2025, comprised of three independent directors, along with a separate investigation subcommittee to examine potential claims against directors, officers, and the senior secured lenders. The company pursued an out-of-court balance sheet solution, but negotiations did not result in an agreement, and on August 11, 2025, the debtors commenced their chapter 11 cases while continuing stakeholder negotiations.

DIP Financing and Oaktree's Continued Position

The DIP financing provided liquidity for operations and the sale process and included a roll-up of prepetition debt.

DIP facility terms. TPI secured $82.5 million in DIP financing from affiliates of Oaktree Capital Management, with Oaktree Fund Administration, LLC serving as DIP agent. The facility comprised $27.5 million in new money loans and up to $55 million in roll-up loans from the existing senior secured term loan. This structure provided a 2:1 roll-up ratio: for every dollar of new money advanced, Oaktree could roll up two dollars of prepetition debt into super-priority DIP status. The DIP Credit Agreement was dated August 14, 2025, with an interim order entered August 13, 2025 and a final order entered October 14, 2025. Cash collateral of approximately $50 million anticipated at the petition date supplemented the DIP facility.

Tranche structure and customer conditions. The new money component was structured in two tranches with distinct conditions. The first tranche comprised a $7.5 million initial draw available upon entry of the interim DIP order, which permitted Oaktree to roll up $15 million from the prepetition term loan. The second tranche comprised $20 million available upon entry of the final DIP order, with a corresponding $40 million roll-up. The second tranche was conditioned on TPI securing new supply agreements with GE Vernova and Vestas.

Proposed path forward and equity cancellation. The initial filing contemplated a debt-for-equity swap that would cancel existing common stock and transfer ownership of the reorganized company to the senior secured lenders. Common stockholders were advised they were not expected to receive any distributions. Trading was suspended on August 19, 2025, and TPIC filed Form 25-NSE with the SEC to remove the stock from Nasdaq listing and registration, and the company did not intend to appeal the delisting determination. The filing triggered events of default that accelerated approximately $471.8 million under credit agreements and approximately $135.3 million under the 5.25% convertible senior unsecured notes.

Case milestones. The DIP facility contained milestones negotiated between the debtors and senior secured lenders. Key deadlines included: filing the DIP motion within one day of the petition date; entry of an interim DIP order within three days; filing a bar date motion within 10 days; entry of the final DIP order within 40 days; entry of an order establishing bar dates and approving a disclosure statement within 45 days; entry of a plan confirmation order within 100 days; and occurrence of the effective date within 120 days, subject to extension for regulatory approvals.

Tax attributes and NOL preservation. The debtors sought to preserve tax attributes for potential post-emergence use. As of December 31, 2024, TPI had accumulated at least $400 million in U.S. federal net operating loss carryforwards and at least $120 million in carryforwards of disallowed business interest expense, in addition to certain state NOL carryforwards. The debtors implemented stock trading procedures to protect these tax attributes from limitation under Internal Revenue Code Section 382, which could be triggered by ownership changes resulting from claims trading or equity transfers during the chapter 11 process.

363 Sale Process

TPI pursued asset sales that divided its global operations among different buyers.

Turkish subsidiary sale. The first transaction closed on September 10, 2025, 30 days after the filing. XCS Composites L.L.C-FZ, a UAE-based entity, acquired TPI's two Turkish subsidiaries—TPI Kompozit Kanat Sanayi ve Ticaret A.S. and TPI Kompozit Kanat 2 Uretim Sanayi ve Ticaret Limited Sirketi—through TPI Holdings Switzerland GmbH. The sale value was EUR 92.9 million, with XCS assuming all liabilities including approximately EUR 71.2 million in Turkish bank debt. Approximately 2,700 employees transferred with the assets, and the transaction included the field service inspection and repair business that formerly comprised the majority of TPI's EMEA segment.

Bid procedures and sale timeline. For TPI's remaining core operations, the debtors established a formal bid process with a bid procedures order entered September 30, 2025. The schedule established an October 22, 2025 bid deadline at 5:00 PM CT, an October 27, 2025 auction date at 9:00 AM CT at Weil, Gotshal & Manges LLP's New York offices, a sale objection deadline of October 31, 2025, and a sale hearing scheduled for November 5, 2025 at 1:00 PM CT.

Vestas as stalking horse and sole bidder. Vestas Wind Systems A/S was selected as the stalking horse bidder for TPI's Mexican subsidiaries—TPI Mexico V LLC and TPI Mexico VI LLC—plus U.S. and Indian property. Vestas, accounting for 35% of TPI's 2024 revenue as the company's largest customer, was selected to acquire manufacturing capacity dedicated to its blade production. No competing qualified bids materialized during the auction process. On December 12, 2025, TPI filed an auction cancellation notice, and Vestas remained the sole buyer for the company's core manufacturing assets.

Vendor advance agreements. To maintain manufacturing operations through the sale closing, TPI required additional liquidity beyond the DIP facility. A vendor advance arrangement with GE Vernova was approved on November 24, 2025, providing cash advances against future production. TPI subsequently filed an emergency motion on December 10, 2025 seeking authorization for a similar vendor advance agreement with Vestas. The Vestas vendor advance agreement was approved December 18, 2025.

Asset concentration. Vestas, TPI's largest customer, is acquiring the company's manufacturing assets after no competing qualified bids were received. The transaction left GE Vernova in a "tough position with unclear blade manufacturing path".

UCC Challenge to Oaktree Uptier

The Official Committee of Unsecured Creditors challenged the 2023 transaction that converted Oaktree's preferred equity to secured debt and later reached a settlement providing $18.275 million for general unsecured creditors.

Adversary proceeding allegations. On October 1, 2025, the UCC filed an adversary complaint against Oaktree Fund Administration, LLC and related entities. The complaint alleged that Oaktree's 2023 transaction—converting approximately $400 million in preferred equity to first-lien secured debt—constituted a fraudulent transfer that harmed unsecured creditors. The UCC characterized the transaction as allowing Oaktree to "leapfrog over unsecured creditors" at a time when Oaktree allegedly knew TPI was insolvent or would soon become insolvent.

Standing motion and procedural posture. The UCC filed an emergency motion for standing to prosecute claims against Oaktree on October 2, 2025, one day after the adversary complaint. Given that the debtors' primary secured lender was also the target of the fraudulent transfer claims, the UCC sought authorization to pursue the litigation on behalf of the estate rather than rely on debtors whose obligations ran to the defendant. The standing motion cited the conflict in having a debtor pursue claims against its own controlling lender who was also providing DIP financing.

Settlement terms and recovery. The parties reached a settlement disclosed at $18.275 million. The settlement motion was filed December 10, 2025, and the settlement order was entered December 18, 2025. The settlement provides $18.275 million for general unsecured creditors.

Resolution. The settlement resolved the adversary proceeding without a merits determination.

Professional Retentions and Governance

The restructuring involved multiple professional advisors across constituencies, with a board-level transaction committee overseeing the chapter 11 process.

Debtor professionals. The debtors retained restructuring professionals to navigate the chapter 11 process. Weil, Gotshal & Manges LLP served as lead bankruptcy counsel, with the retention order entered September 15, 2025. Jefferies LLC was retained as investment banker to manage the sale process and stakeholder negotiations. Alvarez & Marsal North America, LLC provided restructuring advisory services, having been initially engaged in April 2025 prepetition. Kroll Restructuring Administration LLC was approved as claims and noticing agent on August 12, 2025. PWC US Tax LLP provided tax advisory services given the NOL carryforwards and international structure.

Committee professionals. The U.S. Trustee appointed the Official Committee of Unsecured Creditors on August 21, 2025. The UCC retained Lowenstein Sandler LLP as lead counsel and Munsch Hardt Kopf & Harr, P.C. as local co-counsel in the Southern District of Texas. Berkeley Research Group, LLC was retained as the UCC's financial advisor. These professionals pursued the adversary proceeding against Oaktree and negotiated the $18.275 million settlement that provided recovery for unsecured creditors.

Lender professionals. Sullivan & Cromwell LLP served as legal counsel to the senior secured lenders, with Moelis & Company as investment banker. These advisors represented Oaktree and other secured lenders in DIP negotiations, sale process oversight, and settlement discussions regarding the UCC adversary proceeding.

Board governance. The nine-member board of directors was chaired by Steven C. Lockard, with Paul G. Giovacchini serving as lead independent director. CEO William E. Siwek, who joined TPI as CFO in 2013 and assumed the CEO role in May 2020, served on the board alongside seven independent directors. On May 8, 2025, the board formed a Transaction Committee comprising three independent directors—Paul Giovacchini, Neal Goldman, and Timothy Pohl—to oversee potential restructuring alternatives and stakeholder negotiations. The board also formed an Investigation Subcommittee with Goldman and Pohl to conduct an independent, privileged investigation into potential claims against directors, officers, and the senior secured lenders based on prior transactions.

Industry Context: Wind Blade Manufacturing

TPI's bankruptcy occurred amid shifts in wind blade manufacturing and renewable energy policy.

Market dynamics and consolidation. The global wind turbine rotor blade market reached approximately $50.62 billion in 2025 and is projected to reach $80.60 billion by 2030, reflecting a compound annual growth rate of 9.75%. Blades above 80 meters require specialized facilities and transport, with logistics costs running 12-18% higher for large blades. Composite materials including carbon fiber increase blade production costs by 20-25%. The report notes approximately 85% of decommissioned blades are currently sent to landfills.

Inflation Reduction Act and subsequent reversals. The 2022 Inflation Reduction Act expanded and extended the Production Tax Credit. Wind developers in the United States built half as much new wind capacity in 2022 and 2023 as they had in the previous two years. Subsequent policy changes under the Trump administration included the One Big Beautiful Bill Act's 2027 completion deadline and restrictions on "beginning of construction" safe harbors.

Chinese competition and global overcapacity. Chinese turbine and blade manufacturers, supported by state subsidies and excess manufacturing capacity, captured market share outside North America. The company exited China in 2023 after closing three manufacturing plants and later sold its Turkish operations.

Key Timeline

Frequently Asked Questions

Why did TPI Composites file for bankruptcy?

TPI filed after accumulating $1.077 billion in liabilities against $591.7 million in assets, with a working capital deficiency of $632.3 million. The filing followed customer volume reductions by three customers for fiscal 2025, a labor strike at Turkish facilities beginning May 2025, prolonged Turkish inflation, production challenges and liquidated damages at Mexican operations, and net losses of $49.1 million (Q4 2024) and $48.3 million (Q1 2025). CEO Bill Siwek cited "industry-wide pressures" that created financial challenges requiring restructuring.

What was the Oaktree uptier transaction?

In December 2023, Oaktree Capital Management converted its $350 million in preferred equity (originally invested November 2021) plus $43 million in accrued dividends into a $393 million senior secured term loan. The Official Committee of Unsecured Creditors challenged this as a fraudulent transfer, alleging Oaktree knew TPI was insolvent and that the transaction moved Oaktree from junior preferred equity to senior secured priority. The adversary proceeding settled for $18.275 million in December 2025.

What are the DIP financing terms?

TPI secured $82.5 million in DIP financing from Oaktree affiliates, comprising $27.5 million new money and up to $55 million in roll-up loans from the prepetition secured term loan (a 2:1 roll-up ratio). The new money was structured in two tranches, with the second $20 million tranche conditioned on securing new supply agreements with GE Vernova and Vestas. Cash collateral of approximately $50 million supplements the DIP facility. The DIP contains milestones targeting plan confirmation within 100 days and an effective date within 120 days.

What happened to the Turkish operations?

TPI's two Turkish subsidiaries were sold to XCS Composites L.L.C-FZ (UAE-based) on September 10, 2025—30 days after the chapter 11 filing—for EUR 92.9 million with XCS assuming all liabilities including approximately EUR 71.2 million in Turkish bank debt. Approximately 2,700 employees transferred with the assets. The sale disposed of the majority of TPI's EMEA segment, including two blade manufacturing plants in Izmir and the field service inspection business.

Who is buying TPI's remaining assets?

Vestas Wind Systems A/S, TPI's largest customer (35% of 2024 revenue), was selected as stalking horse bidder for the Mexican subsidiaries and U.S./India property. No competing qualified bids materialized, and the auction was canceled December 12, 2025. Vestas entered vendor advance agreements to provide liquidity through closing. The acquisition concentrates TPI's blade manufacturing capacity with one OEM customer.

What is the impact on shareholders?

Common stockholders are not expected to receive any distributions. Trading of TPI common stock was suspended at the opening of business on August 19, 2025, and the company filed Form 25-NSE with the SEC to remove the stock from Nasdaq listing and registration. The company did not intend to appeal the delisting determination. At the time of filing, TPIC had approximately 48.7 million shares of common stock outstanding.

How was the UCC litigation resolved?

The Official Committee of Unsecured Creditors filed an adversary complaint against Oaktree on October 1, 2025, challenging the 2023 uptier transaction as a fraudulent transfer. The parties reached an $18.275 million settlement, with the settlement order entered December 18, 2025. The settlement provides $18.275 million for general unsecured creditors and resolved the litigation without a merits determination.

What is TPI's market position in wind manufacturing?

TPI describes itself as a U.S.-based independent manufacturer of composite blades for the global onshore wind market. The company reached a production milestone of 100,000 wind blades in February 2025, manufactured across its global facilities since 2001. TPI served the top five global onshore wind turbine OEMs based outside of China, including GE Vernova, Vestas, Nordex, Enercon, and Siemens Gamesa. The company collaborated with OEMs on design, prototype, manufacturing, and technical due-diligence phases of large-scale onshore wind turbine production.

What were the accelerated debt obligations?

The chapter 11 filing triggered events of default that accelerated approximately $471.8 million under credit agreements (the senior secured term loan plus accrued interest totaling approximately $472 million), approximately $135.3 million under 5.25% Convertible Senior Unsecured Notes, and triggered default on Turkish unsecured credit facilities of approximately EUR 71.2 million. Total funded debt at the petition date was approximately $607 million.

What is the current case status?

As of late December 2025, the Turkish sale closed (September 2025), the UCC-Oaktree settlement was approved ($18.275 million), and Vestas remains the sole qualified bidder for Mexican and Indian operations after auction cancellation. Vendor advance agreements with both GE Vernova and Vestas provide liquidity pending the Vestas closing. The debtors continue to operate their manufacturing facilities while pursuing the sale process. Professional retentions include Weil, Gotshal & Manges (counsel), Jefferies (investment banker), and Alvarez & Marsal (restructuring advisor).

Who is the claims agent for TPI Composites?

Kroll Restructuring Administration LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

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