TPI Composites, Inc., a manufacturer of wind turbine blades, filed an emergency motion on November 18, 2025, seeking bankruptcy court approval for two critical agreements with GE Renewables North America, LLC (GERNA) to address an acute liquidity crisis that threatens to force the company into liquidation within days.
The Scottsdale, Arizona-based company told the United States Bankruptcy Court for the Southern District of Texas that its available cash is expected to fall below $1 million by November 21, 2025—just three days after filing the emergency motion. Without immediate access to additional funding, TPI said it would be unable to purchase materials, pay vendors, or fulfill customer orders at its wind blade manufacturing facilities in Iowa and Mexico.
According to court filings, TPI projects its cash reserves will be substantially depleted by the third week of November under current forecasts. The company warned that without prompt access to supplementary capital, it will lack the resources to cover essential operational expenses including material procurement, vendor obligations, and order fulfillment.
TPI Composites filed for Chapter 11 bankruptcy protection on August 11, 2025, and initially secured a debtor-in-possession financing facility that provided $7.5 million in new money loans. The DIP facility included provisions for a second draw of $20 million, but that funding was contingent on TPI reaching binding agreements with its two primary customers—GE Vernova International, LLC and Vestas Wind Systems A/S. Despite months of good-faith negotiations, those supply contracts have not been finalized, leaving TPI without access to the second tranche of DIP financing.
The GERNA Liquidity Agreement
To bridge the gap, TPI negotiated the GERNA Liquidity Agreement, which provides for bonus payments tied to wind blade production targets at the company's Mexican facilities. Under the agreement, GERNA will make bonus payments to TPI Mexico, LLC and TPI Mexico III, LLC if the debtors meet specified blade delivery targets over bonus periods running from November 1, 2025 through December 19, 2025.
The production targets call for delivery of 127 blades from the MX 1 facility and 140 blades from the MX 3 facility. For purposes of counting deliveries, blades produced by TPI Iowa, LLC at the company's Newton, Iowa facility also count toward the MX 1 target. Delivery is deemed to occur upon issuance of a Certificate of Conformance in accordance with purchase order terms.
The bonus payments will be funded into dedicated GERNA Accounts secured by first-priority liens in favor of GERNA. Critically, these accounts will not be subject to liens held by the DIP Lenders or Senior Secured Lenders. TPI can use the funds solely to pay for materials delivered after the August 11 petition date that are required to produce blades for GERNA.
Brian Cejka, a Managing Director at Alvarez & Marsal North America, LLC, the company's restructuring advisor, explained the urgency in a supporting declaration. According to Cejka's analysis, TPI will require approximately $4 million in supplementary funding by the conclusion of November and an additional $6 million by mid-December to sustain operations at the GERNA manufacturing sites.
GERNA will also receive an allowed administrative expense claim against TPI Mexico, LLC and TPI Mexico III, LLC for the total amount of bonus payments made, less any funds returned from the GERNA Accounts.
The agreement includes multiple termination triggers, including failure to obtain court approval by November 24, 2025, any decision to cease blade production for GERNA, failure to meet bonus targets for two consecutive periods, or selection of a bidder other than GERNA or its affiliates for the Mexican facilities or Iowa operations.
Long Lead Materials Agreement
The second agreement addresses procurement of specialized raw materials with extended lead times that are necessary for wind blade production in 2026. The Long Lead Materials Agreement provides that GERNA will assume certain purchase orders and pay for materials if TPI is unable to complete a reorganization transaction or sale involving GERNA.
The agreement is designed to avoid a scenario where TPI purchases expensive specialized materials but cannot use them in production, resulting in unrecoverable costs. Under the terms, GERNA can require TPI to sell any unused long-lead materials following a Trigger Date—when GERNA notifies TPI it will not proceed with a transaction or when TPI stops production without GERNA's consent.
Any such sales would be free and clear of all liens, claims, and encumbrances pursuant to Section 363(f) of the Bankruptcy Code, ensuring GERNA receives unencumbered ownership. The purchase price would equal the amount TPI paid under the purchase order plus documented delivery costs.
The agreement specifies that TPI will not order quantities beyond weekly or aggregate amounts detailed in an attached appendix without mutual agreement. Each week, GERNA and TPI sourcing teams will review and approve proposed purchase orders before submission to vendors.
Stakeholder Support and Timeline Extension
Significantly, both the DIP Lenders and Senior Secured Lenders have consented to the requested relief, including the grant of first-priority liens on the GERNA Accounts and the free-and-clear sale authority for unused materials. The official committee of unsecured creditors, appointed by the U.S. Trustee on August 21, 2025, has also consented to the relief on an emergency basis.
As part of the arrangement, TPI agreed to extend the deadline for submission of bids in its proposed Section 363 asset sales from an earlier date to December 11, 2025. This extension provides additional time for negotiations toward a comprehensive restructuring plan while maintaining the parallel sale process.
TPI argued in its motion that the supplementary funding from the GERNA arrangement will enable continued operations at wind blade manufacturing facilities, helping to prevent immediate harm to the business, maintain going-concern value, and provide runway for ongoing stakeholder negotiations.
TPI indicated it is also in advanced negotiations with Vestas regarding additional liquidity accommodations for facilities that produce blades for that customer, though no agreement has been finalized.
Legal Framework
The motion seeks approval under multiple provisions of the Bankruptcy Code. The company invoked Section 363(b)(1), which allows debtors to use estate property outside the ordinary course of business upon showing sound business reasons. TPI argued the agreements satisfy the business judgment standard, noting that courts typically defer to debtor business decisions absent bad faith, self-interest, or gross negligence.
For the free-and-clear sale authority, TPI relied on Section 363(f), which permits such sales if any one of five conditions is met. Here, the company noted that the Senior Secured Lenders and DIP Lenders consented to the sales free and clear of their liens.
The administrative expense claims and first-priority liens are sought under Sections 503(b) and 364(d). Section 503(b) provides for administrative expense status for genuine and essential costs of estate preservation, while Section 364(d) authorizes obtaining credit secured by senior liens if the debtor cannot obtain credit otherwise and existing lienholders are adequately protected.
TPI argued that all required factors are satisfied: the parties subject to priming liens have consented, the company cannot procure financing on more favorable terms, the additional cash is required to maintain operations, and the terms are reasonable under the circumstances.
The motion also seeks limited modification of the automatic stay to permit GERNA to receive any remaining funds from the GERNA Accounts after the Termination Date and to enforce provisions of the Long Lead Materials Agreement.
Business Context
TPI Composites manufactures composite wind blades for the wind energy market. The company operates manufacturing facilities in Iowa and multiple locations in Ciudad Juarez, Mexico, including the MX 1, MX 2, and MX 3 facilities. The debtors include TPI Composites, Inc. and 21 subsidiary entities.
Wind turbine blades require specialized raw materials with extended procurement timelines, making advance ordering essential to maintain production schedules. The long-lead materials include components necessary for producing different blade sizes: GE62.2 meter blades at Iowa and MX 1, GE75.7 meter blades at MX 2, and GE68.7 meter blades at MX 3.
The company's two primary customers are GE Vernova and Vestas, major players in the wind energy sector. The bankruptcy filing came after TPI faced financial pressures related to supply contract negotiations and market conditions in the renewable energy industry.
Emergency Consideration
TPI requested that the court consider the motion on an emergency basis and grant approval no later than November 24, 2025. The company also sought waiver of Bankruptcy Rule 6004(h), which typically stays orders authorizing property use for 10 days after entry.
According to court documents, obtaining authorization to enter the agreements by November 24 is essential to prevent their termination, ensure continued access to necessary liquidity for GERNA facility operations, and avoid prolonged disruption to 2026 production schedules.
Without the requested relief, Cejka stated in his declaration, the company would be unable to implement either agreement. Failure to secure the GERNA Liquidity Agreement could trigger a liquidity crisis leading to liquidation, while inability to implement the Long Lead Materials Agreement could significantly diminish estate value.
The motion includes standard reservations of rights, clarifying that nothing in the relief constitutes admission of claim validity, waiver of dispute rights, or approval of any executory contracts under Section 365 of the Bankruptcy Code.
The bankruptcy case is jointly administered under Case No. 25-34655 (CML) before Judge Christopher Lopez in the Houston Division of the United States Bankruptcy Court for the Southern District of Texas. Weil, Gotshal & Manges LLP represents the debtors.
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