TPI Composites: Court Confirms Liquidating Plan for Vestas Assets

TPI Composites, Inc., a U.S.-based independent manufacturer of composite wind turbine blades, filed for chapter 11 bankruptcy on August 11, 2025 in the U.S. Bankruptcy Court for the Southern District of Texas (lead case 25-34655, Hon. Christopher M. Lopez) alongside 21 affiliated debtors. The Scottsdale, Arizona-based company entered chapter 11 with $1.077 billion in liabilities against $591.7 million in assets and approximately $607 million in funded debt, anchored by an 11% senior secured term loan and 5.25% convertible senior unsecured notes. Vestas Wind Systems A/S, TPI's largest customer, agreed to acquire the company's Mexican and India-linked wind blade manufacturing operations through a 363 sale that ultimately rolled into a confirmed liquidating plan for those entities.

On May 21, 2026, Judge Lopez entered a confirmation order approving the disclosure statement on a final basis and confirming the second amended joint chapter 11 plan of TPI Mexico V, LLC and TPI Mexico VI, LLC. The confirmed plan transfers 100% of the reorganized equity interests in TPI Mexico V and TPI Mexico VI to Vestas free and clear, funds a $4.5 million wind-down reserve and a $1 million GUC trust from sale proceeds, and approves the global releases and exculpation provisions in Article 10 of the plan. The court found that Class 3 senior secured term loan claims voted to accept and Class 4 general unsecured claims voted to reject, then confirmed under section 1129(b) of the Bankruptcy Code over the dissenting class.

The remaining 20 debtor entities, defined under the solicitation order as the "RemainCo Debtors," are on a parallel track. The court conditionally approved the RemainCo disclosure statement on May 21, 2026 and set a combined hearing on final approval of the disclosure statement and confirmation of the RemainCo plan for July 1, 2026 at 1:00 p.m. Central Time. The voting deadline and plan objection deadline are both June 24, 2026. The path to confirmation followed a December 2025 $18.275 million settlement of the Official Committee of Unsecured Creditors' adversary proceeding against Oaktree Capital Management over the December 2023 "uptier" transaction, the September 2025 sale of TPI's Turkish operations to UAE-based XCS Composites for EUR 92.9 million, and the March 16, 2026 Oaktree Consent Term Sheet that locked in lender, committee, DIP, and Vestas support for both confirmation tracks.

Debtor(s)	TPI Composites, Inc., et al.
Court	U.S. Bankruptcy Court, Southern District of Texas (Houston Division)
Case Number	25-34655
Judge	Hon. Christopher M. Lopez
Petition Date	August 11, 2025
Plan Type	Confirmed liquidating plan (TPI MX V & VI); RemainCo plan combined hearing July 1, 2026
Confirmation Order (TPI MX V & VI)	May 21, 2026 (Dkt 929)
Administration	Jointly Administered (22 Debtors)
Headquarters	Scottsdale, Arizona
Founded	1968 (as Tillotson Pearson Inc.); wind blade manufacturing since 2001
Production Milestone	100,000 wind blades (February 2025)
Facilities	U.S. (Newton, Iowa), Mexico (Juarez, Matamoros), Turkiye (Izmir), India (Chennai)
Primary Customers	GE Vernova, Vestas Wind Systems A/S
Net Sales (H1 2025)	$612.4 million
Net Loss (H1 2025)	$116.5 million
Total Assets (6/30/25)	$591.7 million
Total Liabilities (6/30/25)	$1,077.1 million
Working Capital Deficiency	$632.3 million
Cash & Equivalents (6/30/25)	$106.4 million
Total Funded Debt	~$607 million
DIP Facility	$82.5 million (Oaktree)
Turkish Sale	EUR 92.9 million to XCS Composites
UCC Settlement	$18.275 million
WindDown Reserve (TPI MX V & VI Plan)	$4.5 million from sale proceeds
GUC Trust Funding	$1 million GUC Reserve Funding Amount plus Senior Secured Turnover Rights
RemainCo Voting / Objection Deadline	June 24, 2026
RemainCo Combined Hearing	July 1, 2026, 1:00 p.m. Central Time
Table: Case Snapshot

Open the public case profile for docket context, hearings, advisors, and plan updates.

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, as detailed in the first-day declaration. 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 DIP motion sought a facility comprising $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.

Initial restructuring framework 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. The debtors later replaced that framework with a 363 sale to Vestas for the Mexican and India-linked manufacturing operations and a separate wind-down plan path for the remaining entities. 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; 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 filed a sale motion and 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.

ECP track for the non-Vestas assets. While Vestas advanced through the auction process for TPI Mexico V and TPI Mexico VI, the debtors marketed the remaining Iowa, Mexico, Mexico II, and Mexico III assets on a separate ECP-backed track supported by interim liquidity from GE Renewables North America, LLC ("GERNA"). The court approved that arrangement on January 8, 2026, authorizing an initial $6.5 million liquidity payment and an aggregate initial commitment of up to $25 million tied to weekly blade-delivery targets through mid-February 2026. On February 12, 2026 the debtors filed an auction cancellation notice confirming that no competing bid had been received for the ECP-covered assets, leaving Energy Capital Partners as the sole acquirer for that asset pool. Law360 reported that the court ultimately approved both the Vestas and ECP sale transactions on March 17, 2026, resolving the underlying DIP default.

Asset concentration. Vestas, TPI's largest customer at 35% of 2024 revenue, is acquiring the Mexican and India-linked manufacturing capacity that supplied its own blade demand. The transaction left GE Vernova in a "tough position with unclear blade manufacturing path". The Vestas asset transfer is implemented through the confirmed liquidating plan rather than a standalone 363 sale order, with closing tied to the plan effective date conditions.

Plan Confirmation for TPI Mexico V and VI

On May 21, 2026, Judge Lopez entered the findings of fact, conclusions of law, and order approving the disclosure statement on a final basis and confirming the second amended joint chapter 11 plan of TPI Mexico V, LLC and TPI Mexico VI, LLC. The confirmed plan covers only those two debtor entities — the Vestas-target operating companies — and effectuates the Vestas sale as the central distribution mechanism. The remaining 20 TPI entities proceed on a separate plan track described in the RemainCo section below.

Sale Transaction and Vestas equity transfer. The plan implements the Vestas acquisition by transferring 100% of the reorganized equity interests in TPI Mexico V and TPI Mexico VI to Vestas as the "Commitment Party" on the plan effective date, free and clear of all liens, claims, charges, and encumbrances. The confirmation order specifically rejects successor-liability theories: Vestas is not deemed a legal successor, alter ego, or continuation of the debtors and does not assume any liabilities other than those expressly set out in the sale transaction documents. The court found the sale to be a sound exercise of business judgment, non-collusive, and conducted in good faith.

WindDown Co and $4.5 million wind-down reserve. A wind-down entity ("WindDown Co"), acting through a wind-down agent, is formed on the effective date to manage residual estate functions for TPI MX V and TPI MX VI. A $4.5 million wind-down reserve is funded from TPI Mexico V and TPI Mexico VI sale proceeds and is available to pay wind-down costs for any affiliated debtor, including the RemainCo entities. The reserve is expressly carved out from the GUC Trust and is not available to fund GUC trust costs.

GUC Trust and unsecured creditor recoveries. The plan establishes a general unsecured creditors trust to reconcile and pay allowed Class 4 claims under both the TPI MX V & VI plan and the eventual RemainCo plan. The second plan supplement attaches the GUC Trust Agreement and identifies the GUC Trustee. The trust is funded by a $1 million GUC reserve funding amount sourced from sale proceeds and contributions from affiliated debtors, paired with "Senior Secured Turnover Rights" that channel a sharing slice of senior secured recoveries to unsecured creditors per the December 2025 Oaktree settlement framework. The trust is structured to qualify as both a liquidating trust and a grantor trust for federal income tax purposes, with Class 4 beneficiaries treated as the grantors and owners.

Class voting outcomes and cram-down. Two classes were impaired and entitled to vote: Class 3 senior secured term loan claims and Class 4 general unsecured claims. The confirmation order recorded that Class 3 voted to accept the plan and Class 4 voted to reject. The court still confirmed because the plan satisfies the "unfair discrimination" and "fair and equitable" tests under section 1129(b) as to the rejecting class. The court separately found that the plan satisfies the "best interests of creditors" test under section 1129(a)(7) because dissenting Class 4 holders receive at least as much as they would in a hypothetical chapter 7 liquidation.

Liquidation analysis and projected recoveries. Brian Cejka, a managing director in the North American Commercial Restructuring Practice at Alvarez & Marsal, filed a supporting declaration explaining the liquidation analysis behind the best-interests determination. In a hypothetical chapter 7 of TPI Mexico V and TPI Mexico VI, net proceeds would total only $0.8 million to $2.1 million, all of which would be consumed by the DIP carve-out for administrative and professional fees. Under the confirmed plan, the projected recoveries by class are 100% for administrative-expense claims, priority tax claims, and Class 2 other secured claims; 45% for DIP claims; and 0% for Class 3 senior secured term loan claims, Class 4 general unsecured claims, Class 5 intercompany claims, and Class 6 existing equity interests. The 0% recovery on Class 3 reflects the carve-out of value to fund the wind-down reserve and the GUC trust rather than a chapter 7 conversion that would yield identical zeros for those classes.

Releases, exculpation, and the global settlement. The confirmation order approved the injunction, release, and exculpation provisions in Articles 10.5, 10.6, and 10.7 of the plan. The court ruled that the third-party releases under Article 10.6(b) are consensual, that the debtor releases under Article 10.6(a) are an appropriate exercise of business judgment, and that the exculpation provision under Article 10.7 is narrowly tailored to estate fiduciary conduct during the case. Independent director Neal P. Goldman, a member of the Transaction Committee and Investigation Subcommittee, filed a supporting declaration explaining that an investigation conducted by Weil, Gotshal & Manges concluded that no identified causes of action were worth retaining and that the releases were a material inducement for the senior secured lenders, DIP lenders, the Creditors' Committee, and Vestas to support the plan.

The Oaktree Consent Term Sheet. Goldman's declaration identifies the March 16, 2026 Oaktree Consent Term Sheet as the agreement that resolved defaults under the existing financing and locked in lender, committee, DIP, and Vestas support for the plan and the sale. The term sheet committed signatories to vote in favor of any chapter 11 plan that implements the sale transactions or the wind-down in a manner consistent with that agreement, paving the way for the May 21, 2026 confirmation outcome on the TPI MX V & VI plan and the parallel solicitation of the RemainCo plan.

Effective date conditions and the stay waiver. The confirmation order conditions the plan effective date on satisfaction of the terms set in the plan and the order rather than fixing a calendar date. Brian Cejka's parallel declaration in support of final approval of the disclosure statement explained that the debtors asked the court to waive the 14-day stay of the confirmation order so the Vestas sale could close immediately and ongoing administrative and professional costs of remaining in chapter 11 could be reduced. The deadline for filing administrative-expense claims is the "Administrative Expense Claims Bar Date," set at 60 calendar days after the plan effective date.

RemainCo Plan: Parallel Track for the Non-Vestas Debtors

The 20 non-Vestas debtor entities — collectively defined under the solicitation order and the combined hearing notice as the "RemainCo Debtors" — are on a parallel plan track keyed to the ECP transaction and the wind-down of the remaining U.S., Mexican, Turkish-residual, and APAC entities. The RemainCo group is TPI Composites, Inc., TPI Texas, TPI International, TPI Turkey, TPI APAC, TPI APAC II, TPI Turkey II, TPI Turkey Izbas, TPI Composites Services, TPI Mexico, TPI Mexico II, TPI Mexico III, TPI Mexico IV, Ponto Alto Holdings, TPI Arizona, TPI Iowa, TPI Iowa II, Composite Solutions, TPI Holdings Mexico, and TPI Technology.

Conditional approval and combined hearing. On May 21, 2026, the court conditionally approved the disclosure statement for the RemainCo plan and established solicitation, voting, and related procedures. The order scheduled a combined hearing on (i) final approval of the disclosure statement and (ii) confirmation of the RemainCo plan for July 1, 2026 at 1:00 p.m. Central Time before Judge Lopez in the Houston Division.

Solicitation and objection deadlines. The voting deadline is June 24, 2026 at 4:00 p.m. Central Time. The plan objection deadline is the same — June 24, 2026 at 4:00 p.m. Central Time. The deadline for Rule 3018(a) motions challenging voting classification or claim amount is June 3, 2026 at 4:00 p.m. Central Time. The RemainCo plan track follows the same overall economic architecture as the confirmed TPI MX V & VI plan, with the GUC Trust serving as the common distribution mechanism for general unsecured claims across both plans.

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

Date	Event
1968	Company founded as Tillotson Pearson Inc. (boat manufacturer)
1999	Pivot from boating sector to wind blade manufacturing
2001	Composite wind blade manufacturing begins
2004	Separation from boat building business; reorganization as LCSI Holding, Inc.
August 2008	Corporate name changed to TPI Composites, Inc.
July 2016	Initial public offering on Nasdaq
November 2021	Oaktree invests $350 million in preferred equity
December 2023	Oaktree uptier: preferred equity + $43M dividends converted to $393M secured loan
2024	TPI extends supply agreements with Vestas and GE Vernova through 2025
February 2025	TPI manufactures 100,000th wind blade
May 2025	Labor strike begins at Turkish manufacturing facilities; Transaction Committee formed
July 4, 2025	One Big Beautiful Bill Act signed into law
August 11, 2025	Chapter 11 petitions filed (22 debtors)
August 13, 2025	First Day Orders; DIP Interim Order entered
August 19, 2025	Trading suspended; Nasdaq delisting filed
August 21, 2025	U.S. Trustee appoints Official Committee of Unsecured Creditors
September 10, 2025	Turkish subsidiaries sold to XCS Composites (EUR 92.9M; ~2,700 employees)
September 15, 2025	Professional retention orders entered
September 30, 2025	Bid Procedures Order entered
October 1, 2025	UCC files adversary complaint vs. Oaktree (uptier challenge)
October 14, 2025	DIP Final Order entered
October 27, 2025	Original auction date
November 24, 2025	GE Vernova Vendor Advance Agreement approved
December 10, 2025	UCC-Oaktree settlement motion filed
December 12, 2025	Auction canceled; Vestas sole qualified bidder
December 18, 2025	UCC-Oaktree Settlement Order entered ($18.275M for GUCs)
December 18, 2025	Vestas Vendor Advance Agreement approved
January 8, 2026	GERNA liquidity agreement approved (initial $6.5M, up to $25M commitment)
February 12, 2026	Auction cancellation for the ECP-covered asset pool
March 17, 2026	Court approves both Vestas and ECP sale transactions, resolving DIP default
March 16, 2026	Oaktree Consent Term Sheet executed (resolves financing defaults; locks in plan and sale support)
May 7, 2026	RemainCo debtors file initial joint chapter 11 plan and disclosure statement
May 18, 2026	Second amended joint chapter 11 plan of TPI Mexico V and VI filed
May 19, 2026	Goldman and Cejka liquidation analysis declarations filed; second plan supplement filed
May 21, 2026	Confirmation order entered for TPI Mexico V and VI plan; RemainCo disclosure statement conditionally approved
May 26, 2026	RemainCo combined hearing notice issued
June 24, 2026	RemainCo voting and plan objection deadline (4:00 p.m. CT)
July 1, 2026	RemainCo combined disclosure-statement and plan confirmation hearing (1:00 p.m. CT)

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 TPI Mexico V and TPI Mexico VI plus U.S. and 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 Vestas acquisition is implemented through the confirmed liquidating plan of TPI Mexico V and VI, which transfers 100% of the reorganized equity in those two entities to Vestas free and clear on the plan effective date. Energy Capital Partners separately acquired the remaining U.S. and Mexican operating assets through a parallel sale transaction the court approved in March 2026.

What did the court confirm on May 21, 2026?

Judge Lopez entered a confirmation order approving the disclosure statement on a final basis and confirming the second amended joint chapter 11 plan of TPI Mexico V, LLC and TPI Mexico VI, LLC. The plan transfers 100% of the reorganized equity interests in those two entities to Vestas as the "Commitment Party" free and clear, funds a $4.5 million wind-down reserve from sale proceeds, capitalizes a GUC trust with a $1 million reserve and Senior Secured Turnover Rights, and approves the global releases and exculpation provisions in Article 10 of the plan. Class 3 senior secured term loan claims voted to accept; Class 4 general unsecured claims voted to reject. The court confirmed under cram-down section 1129(b). The same day, the court conditionally approved the RemainCo disclosure statement covering the other 20 debtor entities.

What are the projected creditor recoveries under the confirmed plan?

The Cejka liquidation analysis projects 100% recoveries for administrative-expense claims, priority tax claims, and Class 2 other secured claims under the confirmed TPI MX V & VI plan, 45% for DIP claims, and 0% for Class 3 senior secured term loan claims, Class 4 general unsecured claims, Class 5 intercompany claims, and Class 6 existing equity interests. The hypothetical chapter 7 alternative would have yielded $0.8 million to $2.1 million of net proceeds, all of which would be consumed by the DIP carve-out, so the plan satisfies the "best interests of creditors" test for the rejecting class.

When is the RemainCo plan confirmation hearing?

The court set a combined hearing on final approval of the RemainCo disclosure statement and confirmation of the RemainCo plan for July 1, 2026 at 1:00 p.m. Central Time before Judge Lopez. The voting deadline and plan objection deadline are both June 24, 2026 at 4:00 p.m. Central Time. The Rule 3018(a) motion deadline is June 3, 2026 at 4:00 p.m. Central Time. The RemainCo plan covers the 20 non-Vestas debtor entities — TPI Composites, Inc., the TPI Texas / International / Iowa / Iowa II / Arizona / Composites Services / Technology / Holdings Mexico entities, the TPI Mexico, Mexico II, III, and IV operating entities, the TPI APAC and APAC II affiliates, the TPI Turkey, Turkey II, and Turkey Izbas affiliates, Ponto Alto Holdings, and Composite Solutions.

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 May 28, 2026, the second amended joint chapter 11 plan of TPI Mexico V and VI is confirmed and effective-date conditions are being satisfied to permit the Vestas equity transfer and the funding of the $4.5 million wind-down reserve and the GUC trust. The remaining 20 debtor entities — the RemainCo Debtors — are in solicitation under the conditionally approved disclosure statement, with a combined disclosure-statement-and-confirmation hearing scheduled for July 1, 2026. The Turkish sale closed September 10, 2025, the UCC-Oaktree settlement ($18.275 million) was approved December 18, 2025, the GERNA liquidity bridge was approved January 8, 2026, the court approved both the Vestas and ECP sale transactions in March 2026, and the March 16, 2026 Oaktree Consent Term Sheet aligned lender, committee, DIP, and Vestas support for the plan tracks. Professional retentions include Weil, Gotshal & Manges (debtor counsel), Jefferies (investment banker), Alvarez & Marsal (restructuring advisor), and Lowenstein Sandler (committee counsel).

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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