TPI Composites Bankruptcy, Vestas Buys Mexico Factories

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. Sign up now for Uptime Tech News, our weekly email update on all things wind technology. This episode is sponsored by Weather Guard Lightning Tech. Learn more about Weather Guard's StrikeTape Wind Turbine LPS retrofit. Follow the show on Facebook, YouTube, Twitter, Linkedin and visit Weather Guard on the web. And subscribe to Rosemary Barnes' YouTube channel here. Have a question we can answer on the show? Email us! 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. So, uh, if you do own vessels or GE turbines, you understand what the situation is. As we all know, TPI composites, gee, was the world's largest independent of wind blade manufacturing. Uh, they [00:01:00] were, it, they built blades for renova, Vestas, Nordex. They built blades for almost everybody, uh, names that basically power the global energy transition. 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. Now the Blade Makers assets are being carved up and sold, and two of wind energy's biggest players are stepping in to keep production running while the bankruptcy plays out. Now, Joel and Yolanda, I, I think the bankruptcy of. TPI sort of came to the industry as a little bit of a shock. Obviously [00:02:00] the, the price had fallen quite a bit. 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? We know that a large percentage of their throughput was GE and Vestas, but also Siemens ESAs in there, you name it, right? The, any major operator's gonna have some blades built [00:03:00] by TPI or op major, OEM. So. There isn't gonna be much of a, uh, dark corner of the wind industry that this issue doesn't touch. So I think they, the, one of the issues here is, um, we've, we've, we've heard about some issues going on with TPI, but it was almost like a, ah, they're not, they'll, they'll be okay. 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.  Allen Hall: Yeah. And it hasn't really played out that way. Uh, Vestas has stepped in a little bit and GE has stepped in. Not in terms of acquiring any of the major assets, but I think the first question is what is Oaktree Capital's, [00:04:00] uh, role in all this? 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. So because they Oaktree has secured debt, they're first in line to get paid. If, uh, weather Guard was involved selling parts to TPI, which thank goodness we weren't, we would be unsecured. They wouldn't have to pay us. So Oaktree would get paid first and everybody else is unsecured, gets paid [00:05:00] later. Uh, that's okay. 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  Joel Saxum: difficult thing here for. The [00:06:00] general listener, me included, is understanding that this is a very complicated legal process that's governed and it's global, right? So it's governed in certain court systems in different places. 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. And [00:07:00] there's sometimes there can be different classes of unsecured debt as well. And, but if there's not, some of it just goes by like date or value or everybody gets a percentage, it just kind of all depends on how it works out in the specific court system that the stuff takes care of. But that person. 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.  Allen Hall: And the trouble is, is that when you have unsecured and secured debt, everybody that's unsecured wants to get paid. So any material supplier that has been for in selling product to TPI over the years [00:08:00] usually has a 30, 60, 90, maybe 120 days of, of after they deliver the product to they get paid. 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. That's how it works. And if you work within the wind industry, you know that the OEMs, because they are the OEMs, they have a heavier hand. Sometimes they're net 90, net one 20. Um, once they, once they're cool with your invoice. So you could see that some of these people that have, [00:09:00] uh, and TPI falls within that OEM category, right? 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 som