Company pursues dual-track strategy with ongoing talks with GE Vernova and Vestas while preparing competitive bidding process
TPI Composites, Inc., a manufacturer serving major wind turbine companies, is seeking bankruptcy court approval for a comprehensive asset sale process while continuing active negotiations with key customers GE Vernova and Vestas Wind System A/S.
The Scottsdale, Arizona-based company and 21 of its subsidiaries filed an emergency motion on September 24, 2025, in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, requesting approval of bid procedures for the sale of substantially all assets. The filing comes just over a month after the companies entered Chapter 11 bankruptcy on August 11, 2025, under case number 25-34655 (CML).
According to court documents filed by Weil, Gotshal & Manges LLP, the company's legal counsel, TPI initially aimed to "effectuate a balance sheet restructuring and operational improvement initiatives through the implementation of a plan of reorganization." The company remains in "active negotiations with GEV and Vestas" regarding renewed supply agreements, though "the parties have not reached a commercial agreement" yet.
The motion states that TPI faces "cash constraints and, given the capital-intensive nature of the Debtors' business, those constraints impose a limited amount of time within which to implement any restructuring." This has prompted the company to pursue asset sales while maintaining ongoing discussions with customers, lenders, and creditors.
The document states: "Although the Debtors plan to continue discussions with GEV and Vestas, as well as with their secured lenders and other creditors regarding a potential plan of reorganization, the Debtors must now simultaneously pursue a sale to ensure they can maintain flexibility with respect to the path forward for these cases."
Assets Include Global Operations
The assets subject to sale include the Debtors' assets in whole or in part, including equity interests of non-Debtor foreign subsidiaries owned by the Debtors. The company operates through subsidiaries including entities in Texas, Turkey, Mexico, Iowa, Arizona, and Asia-Pacific regions, according to the filing.
Structured Bidding Process Timeline
The proposed bid procedures establish specific deadlines for the sale process:
- Bid Deadline: October 22, 2025, at 5:00 p.m. Central Time
- Auction: October 27, 2025, at 9:00 a.m. Central Time
- Sale Hearing: November 5, 2025
Qualified bidders must submit deposits equal to the greater of 10% of their cash purchase price or $1 million. The bidding process will be managed by investment bank Jefferies LLC.
The motion states that "the Bid Procedures were designed with the objective of generating the greatest level of interest in, and highest or otherwise best value for, the Assets while affording the Debtors maximum flexibility to execute one or more Sale Transactions as quickly and efficiently as possible."
Plan Toggle Right Mechanism
Oaktree Fund Administration, LLC serves as administrative agent for both the company's pre-petition senior secured debt and post-petition debtor-in-possession financing. The bid procedures include a "Plan Toggle Right" provision.
According to the filing, if Oaktree exercises its credit bid rights and becomes the successful bidder for all assets, then the sale hearing may be cancelled or adjourned if TPI and Oaktree agree to implement a sale transaction through an alternative Chapter 11 plan. Such a plan could involve secured parties receiving or retaining debt instruments or equity securities, provided the plan is acceptable to relevant creditor classes under normal confirmation procedures.
The motion notes that Oaktree has the right to credit bid "any portion and up to the entire amount" of both the senior secured obligations and DIP obligations on all or any part of the assets.
Emergency Relief Requested
The motion requests emergency consideration, stating that "the capital-intensive nature of the Debtors' business limits the amount of time within which to implement any restructuring." The filing argues that immediate relief is necessary to "launch a competitive and expedited sales process to generate the greatest level of interest in the Debtors' Assets."
A hearing on the motion is scheduled for September 29, 2025, at 2:00 p.m. before U.S. Bankruptcy Judge Christopher Lopez.
Key Parties and Representatives
An official committee of unsecured creditors was appointed on August 21, 2025. The motion identifies several key parties and their counsel:
- Debtors' counsel: Weil, Gotshal & Manges LLP
- Investment banker: Jefferies LLC
- Creditors' Committee counsel: Lowenstein Sandler LLP and Munsch Hardt Kopf & Harr, P.C.
- Agent's counsel: Sullivan & Cromwell LLP and Bracewell LLP
- Agent's financial advisor: Moelis & Company
The filing states that before submitting the motion, TPI consulted with the U.S. Trustee, counsel for the DIP Lenders and Senior Secured Lenders, and counsel for the Creditors' Committee. None of these parties objects to the emergency consideration, though the Creditors' Committee reserves its right to object to other relief requested.
Bidding Requirements
To qualify as a bidder, parties must execute confidentiality agreements and provide sufficient information for TPI to determine their financial wherewithal to consummate a sale transaction. Qualified bids must meet numerous requirements including identification of assets to be acquired, purchase price details, assumption of specific contracts and liabilities, and evidence of financial ability to close.
The motion notes that TPI will continue to operate as debtor-in-possession under sections 1107(a) and 1108 of the Bankruptcy Code, with no trustee or examiner appointed in the case.
This article was prepared using Stretto Conductor, our new AI-powered assistant that's here to help. Stretto Conductor was able to create this summary of a 30 page court filing in less than a minute. Always review the underlying docket filings for accurate information. The information and responses generated by Stretto Conductor may contain errors or inaccuracies and should not be relied upon as a substitute for professional or legal advice.