UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2025
_______________________________
TPI Composites, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 001-37839 | 20-1590775 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
9200 E. Pima Center Parkway, Suite 250
Scottsdale, Arizona 85258
(Address of Principal Executive Offices) (Zip Code)
(480) 305-8910
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 | TPIC | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On August 11, 2025, TPI Composites, Inc. (the “Company”) issued a press release announcing that the Company and certain of its direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Cautionary Note Regarding the Chapter 11 Cases
The Company cautions that trading in the Company’s common stock during the pendency of the Chapter 11 Cases is highly speculative, poses substantial risks, and is subject to potential restrictions imposed by the Bankruptcy Court. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 Cases. The Company expects that holders of the Company’s common stock will not receive distributions in the Chapter 11 Cases, and that the equity will be canceled under a chapter 11 plan. The Company expects that its common stock will be delisted from the Nasdaq Global Market and begin trading in the over-the-counter (OTC) market. Accordingly, the Company urges caution with respect to existing and future investments in its common stock.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Current Report on Form 8-K, including statements regarding TPI Composites, Inc.’s expectations with respect to operating in the normal course, the Chapter 11 process, the Company’s debtor-in-possession financing (“DIP Financing”), and the potential delisting and future trading of the Company’s common stock, are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements contained in this Current Report on Form 8-K, but are not limited to, statements about:
Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others:
| · | risks attendant to the bankruptcy process, including the Company's ability to obtain court approval from the Court with respect to motions or other requests made to the Court throughout the course of the Chapter 11 Cases, including with respect to the DIP Financing; |
| · | the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company's restructuring process, on the Company's liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases); |
| · | the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; |
| · | the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; |
| · | objections to the Company’s restructuring process, the DIP Financing, or other pleadings filed that could protract the Chapter 11 Cases; |
| · | risks associated with third-party motions in the Chapter 11 Cases; |
| · | Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; |
| · | the Company’s ability to comply with the restrictions imposed by the terms and conditions of the DIP Financing and any other financing arrangements; |
| · | employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; and |
| · | risks associated with the expected delisting of the Company’s common stock by the Nasdaq Global Market and trading of the Company’s common stock on the over-the-counter (OTC) market. |
These forward-looking statements are only predictions. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to materially differ from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We have described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the United States Securities and Exchange Commission (SEC) on February 20, 2025, as supplemented in the Company's Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025 the principal risks and uncertainties that we believe could cause actual results to differ from these forward-looking statements. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events.
The forward-looking statements in this Current Report on Form 8-K represent our views as of the date of this Current Report on Form 8-K. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation to update any forward-looking statement to reflect events or developments after the date on which the statement is made or to reflect the occurrence of unanticipated events except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date after the date of this Current Report on Form 8-K. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated as of August 11, 2025 issued by TPI Composites, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TPI Composites, Inc. | ||
| Date: August 11, 2025 | By: | /s/ William E. Siwek |
| William E. Siwek | ||
| President and Chief Executive Officer | ||
EXHIBIT 99.1
TPI Composites, Inc. Initiates Voluntary Chapter 11 Proceedings to Facilitate Restructuring to Position Company for Long-Term Success
Reaches Agreement with Senior Secured Lenders for Use of Cash Collateral and Up to $82.5 Million in Debtor-in-Possession Financing, Subject to Final Documentation and Court Approval
DIP Financing to Facilitate Path to Comprehensive Restructuring and Support Continued Operations
Company Will Continue Operations in Normal Course
SCOTTSDALE, Ariz., Aug. 11, 2025 (GLOBE NEWSWIRE) -- TPI Composites, Inc. (NASDAQ: TPIC) announced today that it, together with its domestic subsidiaries (collectively, “TPI” or the “Company”), has commenced voluntary chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to pursue a comprehensive restructuring of the Company that will allow the Company to emerge as a stronger enterprise. To support the Company during this process, TPI has reached an agreement, subject to final documentation and approval of the Bankruptcy Court, with the Company’s senior secured lenders comprised of funds affiliated with funds managed by Oaktree Capital Management, L.P. (“Oaktree”) for Oaktree to provide a debtor-in-possession (“DIP”) financing facility of up to $82.5 million and for the consensual use of cash collateral, which is anticipated to be approximately $50 million. It is expected that the DIP financing facility will be comprised of up to $27.5 million in new money to support the Company’s day-to-day operations and up to $55 million rolled up from the Company’s existing senior secured credit facility, underscoring Oaktree’s continued support for and confidence in the Company.
“Over the past several months, we have implemented strategic measures to fortify our business. These deliberate steps were designed to strengthen our financial stability and ensure we remain well-positioned to provide long-term benefits to our customers, suppliers, partners, and associates” said Bill Siwek, Chief Executive Officer of TPI. “Despite recent progress, industry-wide pressures have created financial challenges that must be addressed. We explored a variety of alternatives to address the challenges facing the Company and believe that a chapter 11 process is necessary to position the Company for success. We aim to reach agreement with stakeholders on the terms of a plan of reorganization for the Company to be able to right-size its balance sheet and go forward with the ability to compete successfully in the current economic environment. Doing so will provide access to new liquidity to continue our operations and invest in innovation, ensuring our customers can continue to count on TPI for leading-edge wind blade solutions.”
Mr. Siwek continued, “As we continue active negotiations with stakeholders regarding the terms of our restructuring and advance the chapter 11 process, we remain committed to serving our customers and collaborating closely with our suppliers. I am grateful to our associates for their dedication in continuing to deliver outstanding service, and to our customers, suppliers, service providers and other stakeholders for their steadfast support during this restructuring.”
Throughout this process and moving forward, TPI will continue operating normally and does not expect any material operational impact from the chapter 11 proceedings. The Company will continue to work closely with its customers and suppliers, including by continuing to operate its manufacturing sites and delivering blade services.
In conjunction with the chapter 11 proceedings, the Company has filed a number of customary motions with the Bankruptcy Court seeking court authorization to support its operations, including the payment of employee wages, salaries and benefits. The Company anticipates receiving Bankruptcy Court approval for these requests and intends to continue honoring its obligations to key stakeholders post filing, including by satisfying payment obligations to suppliers for goods and services provided in accordance with customary terms after the filing.
Additional Information
Additional information regarding the Company’s court-supervised process is available at https://restructuring.ra.kroll.com/TPIComposites. Court filings and other information related to the proceedings are available on a separate website administrated by the Company’s claims agent, Kroll, at https://restructuring.ra.kroll.com/TPIComposites; by calling Kroll representatives at (877) 280-2696 within the U.S. & Canada (or +1 (646) 290-7082 internationally for calls originating outside of the U.S.); or by sending an email to TPIinfo@ra.kroll.com.
About TPI
TPI Composites, Inc. is a global company focused on innovative and sustainable solutions to decarbonize and electrify the world. TPI delivers high-quality, cost-effective composite solutions through long-term relationships with leading OEMs in the wind markets. TPI is headquartered in Scottsdale, Arizona and operates factories in the U.S., Mexico, Türkiye and India. TPI operates additional engineering development centers in Denmark and Germany and global service training centers in the U.S. and Spain.
Advisors
Weil, Gotshal & Manges LLP is serving as legal counsel, Jefferies LLC. is serving as financial advisor, and Alvarez & Marsal North America, LLC is serving as restructuring advisor to TPI.
Sullivan & Cromwell LLP and Moelis & Company are serving as advisors to senior secured lenders
Forward-Looking Statements
This release contains forward-looking statements made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements, among other things, concerning: the adoption, implementation and consummation of a Chapter 11 plan of reorganization; the commencement of Chapter 11 proceedings in U.S. bankruptcy court; growth of the wind energy and electric vehicle markets and our addressable markets for our products and services; effects on our financial statements and our financial outlook; our business strategy, including anticipated trends and developments in and management plans for our business and the wind industry and other markets in which we operate; future financial results, operating results, revenues, gross margin, operating expenses, profitability, products, projected costs, warranties, our ability to improve our operating margins, and capital expenditures. These forward-looking statements are often characterized by the use of words such as “estimate,” “expect,” “anticipate,” “potential,” “project,” “plan,” “intend,” “seek,” “believe,” “forecast,” “foresee,” “likely,” “may,” “should,” “goal,” “target,” “might,” “will,” “could,” “predict,” “continue” and the negative or plural of these words and other comparable terminology. Forward-looking statements are only predictions based on our current expectations and our projections about future events. You should not place undue reliance on these forward-looking statements. We undertake no obligation to update any of these forward-looking statements for any reason. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include, but are not limited to, the matters discussed in “Risk Factors,” in our Annual Report on Form 10-K and other subsequent filings with the SEC.
Investor Relations
480-315-8742
Investors@TPIComposites.com