Allen, Joel, and Yolanda examine TPI Composites’ Chapter 11 proceedings, including the Oaktree Capital secured debt controversy and Vestas’ acquisition of two Mexican factories. With remaining assets heading to auction in January, they discuss what operators should consider as blade supply uncertainty grows.

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The Uptime Wind Energy Podcast brought to you by Strike Tape, protecting thousands of wind turbines from lightning damage worldwide. Visit strike tape.com. And now your hosts, Allen Hall, Rosemary Barnes, Joel Saxum and Yolanda Padron. Welcome to the Uptime Wind Energy 

Allen Hall: Podcast. I’m your host, Allen Hall. I’m here with Yolanda Padron and Joel Saxum.

Rosemary Barnes is on holiday. We’re here to talk about the TPI composites, uh, bankruptcy hearings, and there’s been so much happening there behind the scenes. It’s hard to keep track of, but we’ve done a deep dive and wanted to give everybody at least a highlight of what has happened over the last couple of months.

And then, uh, if, and a lot of people don’t know this, but back in December of 2023, uh, TPI struck a deal that is drawing some fire. Right now, TPI swapped $436 million in preferred stock for. $393 million in secure debt held by Oak Tree Capital and by August of last year, just a couple of months ago, TPI filed for Chapter 11.

Uh, if you’ve watched the stock price of TPI composites had been dropping for a while and didn’t have a lot of of market value. However, uh, GE and Vestas both have manufacturing facilities basically with uh, TPI composites and, and needs them to produce those blades. So the filing of the bankruptcy, I’m sure was a nervous point for Vestus and GE being really the, the two main ones.

Joel Saxum: Well, I think we talked about this a little bit off air. Is it, it shouldn’t just be Vestus and GE nervous about this now. It should be every operator that’s in either in development or still has blades under warranty. Uh, so, and this is a not a US problem, this is a global problem. ’cause TPI is a global company that serves, uh, global industry all over the place, right?

They, so, so something will happen. I mean, Yolanda, you had said. What was it that you said ear earlier? Like, uh, the kind of the, the, the feeling about it. 

Yolanda Padron: They’ll take care of it. You know, OEMs will take care of it and we’ll be fine. 

Joel Saxum: Someone’s gonna support this thing. 

Yolanda Padron: Yeah. I, I think teams, you’re, you’re definitely right.

Teams really do need to at least think of a, of a plan B or a plan C to have when the dust settles so you’re not scrambling. 

And that is being played out right now in front of the bankruptcy court. Uh, so when you go to bankruptcy, there’s obviously a lot of oversight that happens there, uh, and. When TPI composites entered bankruptcy, the accreditors committee had a bunch of questions about that transaction. Uh, they pointed to a December, 2023 refin refinancing deal with Oaktree and in which creditors were really suspicious of basically saying that TPI was already insolvent in 2023 and Oaktree exchanged equity for secure debt jumping ahead of everybody else in line to get paid.

I mean, that’s the way they, uh, they structured it. But this has led to a problem, right? So that oak tree. Uh, was supposed to release about $20 million in funding to keep the factories open, and that, that happened just a couple of weeks ago, and Oaktree refused to do it. So the amount of cash flow to keep the factories open was a real issue.

TPI was in front of the court saying, we’re in trouble. We’re gonna become insolvent. We don’t have cash flow to keep the doors open. So the blade factories nearly shut down a couple of weeks ago. However, there was a, the settlement, uh, just after that, uh, in regards to Oaktree about when the payouts happen, what Oaktree will receive, and which basically it’s, most of whatever’s gonna happen here.

So whatever, uh, TPI decides to sell or can sell, Oaktree is gonna be the recipient of those funds for most of it. I think the 

And because there is also the idea of like say in the, in the United States, the SEC Securities Exchanges Commission, that kind of regulates these. Publicly traded companies. There’s a lot of lights and there’s a lot of lawyers and there’s a lot of jargon involved in this thing. And, but basically what what we’re saying is, is the way the process works when you have a, uh, a bankruptcy and insolvency, if a company has debt to certain people, there may be a list of a hundred people.

There may be a list of two, doesn’t matter. There’s certain classes of debt, right? And Oaktree has secured debt, which means. If they get paid first, if there’s anything, right? If this bankruptcy goes and, and gets, sell this, sell that, sell this, whatever’s left, goes to the secured debt and then it goes to unsecured debt.

That is the top. Um, in this case, Oaktree Capital, right? Based out of la but offices all over the world, they got about $200 billion in real estate equity and debt assets or, uh, I guess valuation. I wouldn’t say assets. Um, they are the debtor in possession, so they’re the one that’s kind of like top of the heap.

They’re kind of controlling how the. The restructuring and or sale goes alongside the court system. 

In that timeframe, if bankruptcy happens, all that product that’s sitting on the floor at TPI, you sort of lost it. You know, you can’t get it back and you’re not gonna get paid for it for if, if, if ever, what do you do? And so you start, you know, you start filing claims, but those, those claims most likely will never get paid.

Or if they will, they’re going to get pennies on the dollar. 

Joel Saxum: Yeah. And I would imagine like, so, you know, when we, when we sit here and say from the weather guard hat, right? We put a. They go to a client, net 15, net 30, we expect to get paid in that amount of time. That’s kind of how our, basically US forwarding credit to someone else.

Um, you can see that they more than likely will have had longer, more favorable terms for themselves with some of these sub-suppliers. And the sub-suppliers are, think about TPI blades. It is composites, it is fabric, it’s resins, it’s all of those supply companies. Um, and you know, there may be, uh, some other.

Dead in there that you’re not, we’re not sure of. We saw some stuff with some OEMs, maybe they have some exchange agreements you paid up front for some blades or something of that sort. You didn’t get ’em. I don’t know. But there is also, and this is the one that kind of hits home to some of our listeners, um, not only some of our listeners are those supply chain companies that support them, um, but a lot of them are ISPs.

And they may have had a net 30, net 60, net 90 days payment, but I’m sure that stuff is well and long gone. They probably have invoices due for a year now. Uh, but it, this, the, the, this downfall of TPI, what’s going on with them, it affects a lot of people in the wind industry. Um. Be being, having been on the short end once in my career of an unsecured debt, uh, when a, when the client or the, uh, um, purchaser of services, but went into bankruptcy and losing a whole bunch of cash, and there’s nothing you can do about it, um, except for.

Be mad and stew over it and learn from your mistakes. Uh, that’s a tough place to be.

Register now at W OM a 2020 six.com. Wind Energy o and m Australia is created by wind professionals for wind professionals because this industry needs solutions, not speeches, 

Allen Hall: the problem. With TPI has been keeping the doors open and they went in front of the court and said, we have a liquidity problem.

We are in good faith. De decided to buy, uh, these two pieces. So 10 million bucks a, a factory is. Pretty decent price, but they are still in a liquidity challenge. So GE Renova and Vestus, uh, don’t want the Blades manufacturing to stop. They have customers who need blades and so they need these TPI factories to keep running.

GE Renova is providing emergency financing. Uh, through what the court calls, uh, Erna, G-E-R-N-A, it’s a liquidity agreement. Uh, they also signed a long lead materials agreement to keep raw materials moving into the plants. Vestas provided cash advances to keep production going at the Mexico facilities also.

So, TPI as an organization is still trying to continue to produce blades and trying to honor their commitments as much as they can, but they need cash and the, the place they’re going to go get it or have been getting it from as Vestas in GE Renova. So you 

Joel Saxum: one would expect that either Vestas or GE Renova would eventually just say like, we’ve got to buy you.

Is that a reality? Because it doesn’t seem like it from the court documents and stuff. It seems like they’re, they’re kind of, they don’t want to get their hands into back or back into, in GEs case, this blade manufacturing, uh, faculties, right? They’re okay right now providing cash for you guys to keep your operation running and providing us with the things we need.

But we don’t actually want to take it over. That’s what it feels 

It’s a question of what GE will do, and it doesn’t seem like as of right now, GE is going to buy factories. Now that being said, uh, TPI composites has deadlines to meet and some auctions to run. Uh, the remaining assets, the non vestus. Portion and the, the Turkish operations, which were sold way earlier, uh, all of the remaining assets go up for bid on January 26th.

But you would think that GE Viva, uh, would want to have some piece of this to keep the blade factories running, but there’s no indication of that. No one from GE has said anything. None of the filings indicate that GE wants to go ahead and or ge. Viva wants to go ahead and buy the factories. Nothing like that has happened.

So there may be, uh, some more financial transactions at play here, but as of right now, everything that remains for TPI composites is gonna be in the auction block. Someone could walk up and for several million dollars, obviously, uh, acquire it and 

Joel Saxum: in theory run it. So, I mean, Alan, you and I talked about this this morning a little bit.

At the same time, they’ve also said, we’re not building any more g offshore turbines. 

Allen Hall: What are they 

Joel Saxum: doing? I don’t see them having the, the, the, the thirst to go scoop up or put any money into TPI, but it’s like a catch 22. ’cause they need them to fulfill the orders and stuff that they have. Right now what we’re staring at is basically oak tree composites.

There’s only a handful of companies that would be even possible that we could acquire that and run it with any competency at all right now. 

Joel Saxum: So does oak tree being, being that oak tree is the debtor in possession and if, if possible with, or if possible, if it, if it rolls this way with the plan toggle, right.

Where they would basically, the cell would convert them into equity holdings and they would own it. Are they the gatekeepers to who can bid? Like do they control ge? You can bid vest as you can bid? Or does the court control that? 

Allen Hall: The court controls all of that. So it’s all part of the chapter 11 proceedings.

So the concern is obviously for TPI, what is it gonna look like going forward? If you have purchased Vestus turbines or GE Renova turbines, are you gonna have the blades that you have purchased in time? Great questions to ask. I think on the other side is if you do own GE Renova or Vestus turbines and they’re made by TPI, where the technical aspects lie, what do you do where, what should you be thinking about if you’re a large operator of some of these turbines?

How I should be planning for the future here? What are you thinking about? 

Yolanda Padron: I’m not sure that we can fully look at them separately though, right?

Because if you have them, if, if they’re yours and they’re under a service agreement or something. Eventually you might be in the queue for a replacement that you need, right? That your OEM would be on the hook for. 

Joel Saxum: That raises another question there then does. I don’t, ’cause I don’t know this. Maybe you do.

Alan does a bankruptcy qualify as a force majeure event? 

Allen Hall: Not in terms of like lightning would be, but, but in terms, yeah, sure. 

Joel Saxum: Yeah. But can they claim force majeure and be like, uh, out of our control? So now the turbine supply agreements are, you know, basically have to be rewritten. Timelines have to be rewritten.

Yolanda, to your point, if we have a blade that we need for production, am I not responsible for LDS anymore because the blade manufacturer went into, uh, bankruptcy? 

That they could put in. 

Joel Saxum: Yeah. The alternative is you need a whole set though, right? So if we say like, I need a blade from TPI, or I need an entire set of LM blades, now you’re triple the cost. Who has to pay for that? 

Yolanda Padron: I really would hope that it, they wouldn’t go this route, but I think some OEMs would just hit liquidated damages.

And stop. 

Allen Hall: That’s what I think too. I mean, we’ve seen that happen with some of the OEMs. Is that the, uh, LDS and that’s it. There is nothing going forward. They’re, they’re fine doing that. That’s the only play that they have. I, I am deeply concerned what GE Renova is about to do in the wind business because of their gas turbine and everything else are so profitable.

Do they want to run another company, especially when they’re bleeding cash in that particular business? I think the answer GE historically has been no. If we’re not number one or number two, we’re getting the heck outta that business. That was the Jack Welsh of running ge, and anybody that worked for GE knew that loud and clear because they said it all the time.

I just don’t see it. Uh, not that I could be totally wrong about that. Probably am. Uh, today, sitting at the beginning of January of 2026, I don’t think GE Renova wants to be in the blade manufacturing business if they can at all avoid it. 

Yolanda Padron: I think it’s important for owners to start thinking a lot more about educating their internal teams on what they can.

So if it’s through, if you know people within your OEM that you can trust and that can help you. Learn how to self-service some of your blades. That would be great if it’s through ISPs that you can trust. If it’s a hodgepodge of items. I think it’s really important for owners right now to start building that up because it will take a while.

Allen Hall: That wraps up another episode of the Uptime Wind Energy Podcast, and if today’s discussion sparked any questions or ideas, we’d love to hear from you. Reach out to us on LinkedIn and don’t forget to subscribe so you never miss an episode. And if you found value in today’s conversation, please leave us overview.

It really helps other wind energy professionals discover the show. And we will catch you here next week on the Uptime Wind Energy Podcast.